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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended June 30, 1994
Commission File Number 0-8076
FIFTH THIRD BANCORP
(Exact name of Registrant as specified in its charter)
Ohio 31-0854434
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
Fifth Third Center
Cincinnati, Ohio 45263
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513)579-5300
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 / /
The number of shares outstanding of the Registrant's Common Stock,
without par value, as of June 30, 1994 was 61,802,948 shares.
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FIFTH THIRD BANCORP
INDEX
Part I. Financial Information
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1994 and 1993 and December 31, 1993 3
Consolidated Statements of Income -
Three Months Ended June 30, 1994 and 1993 5
Consolidated Statements of Income -
Six Months Ended June 30, 1994 and 1993 6
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1994 and 1993 7
Consolidated Statements of Changes in Stockholders'
Equity - Six Months Ended June 30, 1994 and 1993 9
Notes to Consolidated Financial Statements 10-11
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 11-13
Part II. Other Information
Item 6. Exhibits 13
2
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Fifth Third Bancorp and Subsidiaries June 30, Dec. 31, June 30,
Consolidated Balance Sheets 1994 1993 1993
($000's) (unaudited) (unaudited)
ASSETS ----------- ----------- -----------
Cash and Due from Banks $ 557,581 580,936 511,664
Securities Available for Sale (a) 1,040,322 815,986 534,463
Securities Held to Maturity (b) 1,548,023 1,487,322 1,313,672
Other Short-Term Investments 23,503 2,773 2,771
Loans and Leases
Commercial Loans 2,858,601 2,679,611 2,705,108
Construction Loans 303,397 322,910 303,682
Commercial Mortgage Loans 668,790 634,495 544,346
Residential Mortgage Loans 2,100,656 2,157,969 2,087,041
Consumer Loans 2,186,956 2,000,459 1,825,478
Commercial Lease Financing 423,922 350,306 312,842
Consumer Lease Financing 922,382 819,925 652,733
Unearned Income (173,688) (154,636) (138,064)
Reserve for Credit Losses (143,574) (135,097) (127,651)
----------- ----------- -----------
Total Loans and Leases 9,147,442 8,675,942 8,165,515
Bank Premises and Equipment 164,668 156,051 124,997
Accrued Income Receivable 90,107 92,825 77,281
Other Assets 178,596 154,165 188,436
----------- ----------- -----------
Total Assets $ 12,750,242 11,966,000 10,918,799
=========== =========== ===========
LIABILITIES
Deposits
Demand $ 1,463,071 1,462,712 1,404,913
Interest Checking 1,322,564 1,365,462 1,207,534
Savings 611,414 609,533 559,410
Money Market 1,583,520 1,460,271 1,400,312
Other Time 3,525,459 3,255,347 2,910,975
Certificates - $100,000 and Over 245,758 305,530 344,203
Foreign Office 342,355 169,643 327,796
----------- ----------- -----------
Total Deposits 9,094,141 8,628,498 8,155,143
Federal Funds Borrowed 500,769 1,031,564 494,109
Short-Term Bank Notes 745,000 -- --
Other Short-Term Borrowings 606,040 570,653 687,906
Accrued Taxes, Interest and Expenses 185,618 172,884 188,432
Other Liabilities 95,803 81,891 107,438
Long-Term Debt 140,355 140,119 111,862
Convertible Subordinated Notes 143,028 142,745 142,456
----------- ----------- -----------
Total Liabilities 11,510,754 10,768,354 9,887,346
----------- ----------- -----------
STOCKHOLDERS' EQUITY
Common Stock (c) 137,203 136,313 133,127
Capital Surplus 249,892 243,377 203,860
Retained Earnings 882,134 805,726 734,600
Unrealized Gains/(Losses) (29,741) 12,230 --
----------- ----------- -----------
Total Stockholders' Equity 1,239,488 1,197,646 1,071,587
Total Liabilities and ----------- ----------- -----------
Stockholders' Equity $ 12,750,242 11,966,000 10,958,933
=========== =========== ===========
See Notes to Consolidated Financial Statements
3
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Fifth Third Bancorp and Subsidiaries
Consolidated Balance Sheets
(Continued)
(a) Amortized cost: June 30, 1994 - $1,086,077,000 and Dec. 31, 1993 -
$797,170,000. Market value at June 30, 1993 - $560,151,000.
(b) Securities Held to Maturity market values: June 30, 1994 -
$1,517,442,000, Dec. 31, 1993 - $1,515,255,000 and
June 30, 1993 - $1,341,976,000.
(c) Stated value $2.22 per share; authorized 100,000,000; outstanding
June 30, 1994 - 61,802,948, Dec. 31, 1993 - 61,402,257 and
June 30, 1993 - 59,967,028.
See Notes to Consolidated Financial Statements.
4
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Fifth Third Bancorp and Subsidiaries Three Months Ended
Consolidated Statements of Income (unaudited) June 30,
($000's) ----------- -----------
1994 1993
INTEREST INCOME ----------- -----------
Interest and Fees on Loans and Leases $166,963 151,420
Interest on Securities
Taxable 34,315 28,381
Exempt from Income Taxes 3,777 2,780
----------- -----------
Total Interest on Securities 38,092 31,161
Interest on Other Short-Term Investments 113 76
----------- -----------
Total Interest Income 205,168 182,657
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 5,771 7,053
Savings 3,088 3,663
Money Market 8,747 9,164
Other Time 39,837 35,104
Certificates - $100,000 and Over 3,303 3,881
Foreign Office 3,039 1,456
----------- -----------
Total Interest on Deposits 63,785 60,321
Interest on Federal Funds Borrowed 9,396 4,525
Interest on Short-Term Bank Notes 4,327 --
Interest on Other Short-Term Borrowings 6,082 5,331
Interest on Long-Term Debt and Notes 3,243 3,197
----------- -----------
Total Interest Expense 86,833 73,374
----------- -----------
NET INTEREST INCOME 118,335 109,283
Provision for Credit Losses 6,067 14,730
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 112,268 94,553
OTHER OPERATING INCOME
Trust Income 13,886 13,461
Service Charges on Deposits 13,756 13,740
Data Processing Income 15,926 12,641
Other Service Charges and Fees 13,596 14,551
Securities Gains 4 590
----------- -----------
Total Other Operating Income 57,168 54,983
OPERATING EXPENSES
Salaries and Wages 32,547 28,963
Employee Benefits 7,905 7,797
Equipment Expenses 3,795 3,662
Net Occupancy Expenses 5,885 5,509
Other Operating Expenses 33,138 31,949
----------- -----------
Total Operating Expenses 83,270 77,880
----------- -----------
INCOME BEFORE INCOME TAXES 86,166 71,656
Applicable Income Taxes 28,787 23,749
----------- -----------
NET INCOME $57,379 47,907
=========== ===========
NET INCOME PER SHARE $ .93 .80
AVERAGE SHARES OUTSTANDING (000's) 61,525 59,916
CASH DIVIDENDS DECLARED PER SHARE $ .31 .24
See Notes to Consolidated Financial Statements.
5
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Fifth Third Bancorp and Subsidiaries Six Months Ended
Consolidated Statements of Income June 30,
($000's) ----------- -----------
1994 1993
INTEREST INCOME ----------- -----------
Interest and Fees on Loans and Leases $325,108 297,307
Interest on Securities
Taxable 65,830 56,350
Exempt from Income Taxes 7,242 5,557
----------- -----------
Total Interest on Securities 73,072 61,907
Interest on Other Short-Term Investments 214 146
----------- -----------
Total Interest Income 398,394 359,360
INTEREST EXPENSE ----------- -----------
Interest on Deposits
Interest Checking 11,368 13,814
Savings 6,095 7,081
Money Market 16,538 18,531
Other Time 77,270 69,813
Certificates - $100,000 and Over 6,670 7,938
Foreign Office 5,687 3,023
----------- -----------
Total Interest on Deposits 123,628 120,200
Interest on Federal Funds Borrowed 18,222 6,915
Interest on Short-Term Bank Notes 4,327 --
Interest on Other Short-Term Borrowings 9,550 10,797
Interest on Long-Term Debt and Notes 6,481 6,406
----------- -----------
Total Interest Expense 162,208 144,318
----------- -----------
NET INTEREST INCOME 236,186 215,042
Provision for Credit Losses 14,863 27,325
NET INTEREST INCOME AFTER ----------- -----------
PROVISION FOR CREDIT LOSSES 221,323 187,717
OTHER OPERATING INCOME
Trust Income 27,929 26,821
Service Charges on Deposits 27,567 26,787
Data Processing Income 29,781 24,270
Other Service Charges and Fees 31,350 29,815
Securities Gains 303 1,944
----------- -----------
Total Other Operating Income 116,930 109,637
OPERATING EXPENSES
Salaries and Wages 64,753 57,424
Employee Benefits 17,195 17,298
Equipment Expenses 7,574 7,092
Net Occupancy Expenses 11,763 10,914
Other Operating Expenses 68,432 65,672
----------- -----------
Total Operating Expenses 169,717 158,400
----------- -----------
INCOME BEFORE INCOME TAXES 168,536 138,954
Applicable Income Taxes 56,361 46,410
----------- -----------
NET INCOME $112,175 92,544
=========== ===========
NET INCOME PER SHARE $ 1.82 1.55
AVERAGE SHARES OUTSTANDING (000's) 61,505 59,887
CASH DIVIDENDS DECLARED PER SHARE .58 .48
See Notes to Consolidated Financial Statements.
6
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, ($000's)
1994 1993
- - -------------------------------------------------------------------------
Operating Activities
- - -------------------------------------------------------------------------
Net Income $112,175 92,544
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities
Provision for Credit Losses 14,863 27,325
Depreciation, Amortization and Accretion 15,738 19,486
Provision for Deferred Income Taxes 14,868 4,385
Realized Securities Gains (555) (2,016)
Realized Securities Losses 252 72
Proceeds from Sales of Residential Mortgage
Loans Held for Sale 362,139 341,986
Net Gains from Sales of Residential Mortgage
Loans Held for Sale (3,336) (7,518)
Net Increase in Residential Mortgage Loans
Held for Sale (231,482) (444,591)
Net Decrease (Increase) in Accrued Income
Receivable 3,536 (2,055)
Net Increase in Other Assets (16,491) (73,459)
Net Increase in Accrued Taxes, Interest and
Expenses 19,818 76,976
Net Increase in Other Liabilities 9,014 21,744
- - -------------------------------------------------------------------------
Net Cash Provided by Operating Activities 300,539 54,879
- - -------------------------------------------------------------------------
Investing Activities
Proceeds from Sales of Securities Available
for Sale 122,563 97,583
Proceeds from Calls, Paydowns and Maturities of
Securities Available for Sale 202,323 57,345
Purchases of Securities Available for Sale (547,038) (2,437)
Proceeds from Sales of Securities Held to Maturity 62,487 --
Proceeds from Calls, Paydowns and Maturities of
Securities Held to Maturity 242,954 376,214
Purchases of Securities Held to Maturity (372,700) (403,145)
Net Increase in Other Short-Term Investments (14,196) (1,981)
Net Increase in Loans and Leases (598,612) (767,827)
Purchases of Bank Premises and Equipment (13,524) (9,294)
Proceeds from Disposal of Bank Premises
and Equipment 551 912
Net Cash Paid in Purchase of Subsidiaries (10,012) (5,768)
- - -------------------------------------------------------------------------
Net Cash Used in Investing Activities (925,204) (658,398)
- - -------------------------------------------------------------------------
7
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Cash Flows (unaudited)
For the Six Months Ended June 30, ($000's)
(Continued) 1994 1993
- - -------------------------------------------------------------------------
Financing Activities
Net Increase in Deposits 91,175 463,284
Purchases of Deposits 294,126 159,913
Net Increase (Decrease) in Federal Funds Borrowed (530,795) 27,220
Net Increase in Short-Term Bank Notes 745,000 --
Net Increase (Decrease) in Other
Short-Term Borrowings 34,093 (74,996)
Retirement of Long-Term Debt Assumed in Acquisition (2,402) --
Repayment of Long-Term Debt (30) (96)
Payment of Cash Dividends (33,187) (28,735)
Exercise of Stock Options 3,330 2,645
- - -------------------------------------------------------------------------
Net Cash Provided by Financing Activities 601,310 549,235
- - -------------------------------------------------------------------------
Decrease in Cash and Due from Banks (23,355) (54,284)
Cash and Due from Banks at Beginning of Period 580,936 565,948
- - -------------------------------------------------------------------------
Cash and Due from Banks at End of Period $557,581 511,664
=========================================================================
See Notes to Consolidated Financial Statements
8
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Fifth Third Bancorp and Subsidiaries
Consolidated Statements of Changes
In Stockholders' Equity (unaudited)
For the Six Months Ended June 30 ($000's)
1994 1993
----------- -----------
Balance at January 1 $ 1,197,646 1,005,165
Net Income 112,175 92,544
Cash Dividends Declared (1994 - $.58 Per
Share and 1993 - $.48 Per Share) (35,767) (28,767)
Stock Options Exercised,
Including Treasury Shares Issued 3,330 2,645
Stock Issued in Acquisition 4,075 --
Change in Unrealized Gains/Losses on
Securities Available for Sale (41,971) --
----------- -----------
Balance at June 30 $ 1,239,488 1,071,587
=========== ===========
See Notes to Consolidated Financial Statements
9
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FINANCIAL INFORMATION
ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Financial information as of December 31, 1993 has been derived from
the audited consolidated financial statements of the Registrant.
2. In the opinion of management, the unaudited consolidated financial
statements include all adjustments (which consist of only normal,
recurring accruals) necessary to present fairly the consolidated
financial position as of June 30, 1994 and 1993, and the results
of operations for the three and six months ended June 30, 1994 and
1993 and cash flows for the six months ended June 30, 1994 and
1993.
3. The results of operations and cash flows for the six months ended
June 30, 1994 and 1993 are not necessarily indicative of the
results to be expected for the full year.
4. SFAS No. 114, "Accounting by Creditors for Impairment of a Loan"
requires that impaired loans be measured based on the present value
of expected future cash flows discounted at the loan's effective
interest rate or the fair value of the underlying collateral. SFAS
No. 114 is effective for fiscal years beginning after December 15,
1994 and, although not yet quantified, the effect on the
Consolidated Financial Statements of the Registrant is not expected
to be material.
5. To manage interest rate risk during the first quarter of 1994, the
Registrant sold $62,280,000 of GNMA Adjustable Rate Mortgage-backed
(ARM) securities, which were classified as held to maturity at
December 31, 1993, at an immaterial gain. As a result of this
sale, the Registrant no longer holds any amount of this sector of
securities, nor are future purchases expected.
6. Residential mortgage loans held for sale, which are valued at the
lower of aggregate cost or market value, were $19,816,000,
$174,314,000 and $122,546,000 at June 30, 1994, December 31, 1993
and June 30, 1993, respectively.
7. In the first six months of 1994, the Registrant paid $149,567,000
in interest and $43,400,000 in Federal income taxes. In the first
six months of 1993, the Registrant paid $134,703,000 in interest
and $38,900,000 in Federal income taxes. In the first six months
of 1994 and 1993, the Registrant had noncash investing activities
consisting of the securitization of $27,177,000 and $45,625,000 of
residential mortgage loans, respectively.
10
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ITEM 1. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
8. In January 1994, the Registrant entered into a merger agreement
with The Cumberland Federal Bancorporation, Inc., a savings and
loan holding company with approximately $1 billion in assets. This
transaction is expected to be completed during the third quarter of
1994. In May 1994, the Registrant reached a definitive agreement
to acquire Mutual Federal Savings Bank of Miamisburg, a Stock
Savings Bank, with approximately $85 million in assets. This
merger is expected to be completed in the first quarter of 1995,
pending regulatory and shareholder approvals.
9. Certain prior year's data has been reclassified to conform to
current presentation.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors which have affected the Registrant's financial
condition and results of operations during the periods included in the
consolidated financial statements which are a part of this filing.
RESULTS OF OPERATIONS
The Registrant's net income was $57,379,000 for the second quarter of
1994, compared to $47,907,000 for the same period in 1993. Second
quarter earnings per share were $.93, a 16.3% increase over last year's
$.80.
Total assets were $12.8 billion at quarter end, compared to 1993's
second quarter-end assets of $11.0 billion. For the second quarter of
1994, return on average equity was 18.4% and return on average assets
was 1.81%.
The Registrant's net interest income on a fully taxable equivalent basis
for the second quarter of 1994 was $124.0 million, an 8.6% increase over
the $114.2 million realized in the same period of 1993. This increase
resulted from an 18.8% increase in average interest earning assets and
a decrease of 39 basis points in the net interest margin.
The provision for credit losses was $6.1 million in the second quarter
of 1994 and $14.7 million in the second quarter of 1993. The reserve
for credit losses as a percentage of loans and leases outstanding was
1.55% at June 30, 1994 and 1.54% at June 30, 1993. Under-performing
assets (including loans and leases ninety days past due) as a percent of
total loans, leases and other real estate owned were .35% at June 30,
1994 and .47% at June 30, 1993.
11
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RESULTS OF OPERATIONS (CONTINUED)
Total other operating income, excluding securities gains, increased to
$57.2 million during the second quarter of 1994, a 5.1% increase over
the second quarter of 1993. This growth was led by a 26.0% increase in
data processing income compared to the same period in 1993. Mortgage
banking income, included in other service charges and fees, was $2.1
million for the second quarter of 1994, down from $5.1 million in second
quarter 1993, when we benefitted from gains of $2.7 million on sales of
$136 million in fixed-rate mortgages.
Total operating expenses increased 6.9% during the second quarter over
the similar period of 1993. Salaries, wages and employee benefits
increased 10% over 1993. The number of full-time equivalent employees
increased 10.6% (or 494) to 5,155 at June 30, 1994. Equipment and net
occupancy expenses increased 5.6% over 1993, and other operating
expenses increased 3.7% over 1993. The overhead ratio (operating
expenses divided by the sum of taxable equivalent net interest income
and other operating income) was 46.0% for the second quarter 1994 and
1993.
MATERIAL CHANGES IN FINANCIAL CONDITION
The material changes that have occurred in the Registrant's financial
condition during 1994 are as follows ($000's):
Jun. 30, Dec. 31,
1994 1993 $ +/- % +/-
----------------------------------------
Securities Available for Sale $ 1,040,322 815,986 224,336 27.5
Loans and Leases 9,291,016 8,811,039 479,977 5.4
Deposits 9,094,141 8,628,498 465,643 5.4
Federal Funds Borrowed 500,769 1,031,564 (530,795) 51.5
Short-Term Bank Notes 745,000 -- 745,000 nm
The growth in securities available for sale and loans and leases has
been funded primarily through growth in total deposits, of which
approximately $374.6 million resulted from acquisitions. During the
second quarter, a $1 billion short-term bank note facility was
established. The notes are offered with maturity dates of less than one
year and are uninsured obligations of two of the Registrant's subsidiary
banks. Proceeds from bank notes were used primarily to repay federal
funds borrowed.
On May 20, 1994, the Bancorp purchased $294.1 million in deposits as
well as the facilities of seven Equitable Savings Bank branches in
southern and central Ohio. On June 3, 1994, the Bancorp acquired The
National Bancorp of Kentucky, Inc., a $90 million, two-bank holding
company headquartered in Louisville, Kentucky, in a transaction
accounted for as a pooling of interests. The Consolidated Financial
Statements have not been restated for this acquisition due to
immateriality.
12
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LIQUIDITY AND CAPITAL RESOURCES
The maintenance of an adequate level of liquidity is necessary to ensure
that sufficient funds are available to meet customers' loan demand and
deposit withdrawals. The banking subsidiaries' liquidity sources
consist of short-term marketable securities, maturing loans and federal
funds loaned and selected securitizable loan assets. Liquidity has also
been obtained through liabilities such as customer-related core
deposits, funds borrowed, certificates of deposit and public funds
deposits.
At June 30, 1994, stockholders' equity was $1.2 billion, compared to
$1.1 billion at June 30, 1993, an increase of $167.9 million, or 15.7%.
Stockholders' equity as a percentage of total assets as of June 30, 1994
was 9.7%. At June 30, 1994, the Registrant had a Tier 1 risk-based
capital ratio of 11.4%, a total risk-based capital ratio of 13.5% and a
leverage ratio of 9.5%. At June 30, 1993, the Registrant had a Tier 1
risk-based capital ratio of 10.9%, total risk-based capital ratio of
13.4% and a leverage ratio of 9.5%.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS
1. Exhibit No. 11 - Computation of Consolidated Net Income Per Share
for the Three and Six Months Ended June 30, 1994 and 1993.
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.
FIFTH THIRD BANCORP
Registrant
/s/P. Michael Brumm
Date: August 2, 1994 P. Michael Brumm,
Senior Vice President and CFO
13
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EXHIBIT 11
FIFTH THIRD BANCORP
COMPUTATION OF CONSOLIDATED NET INCOME PER SHARE
($000's except per share data)
<CAPTION>
For the Three Months For the Six Months
Ended June 30, Ended June 30,
1994 1993 1994 1993
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Income $ 57,379 47,907 $ 112,175 92,544
======== ======== ======== ========
Net income per common share - assuming no dilution:
Weighted average number of shares outstanding 61,525 59,916 61,505 59,887
======== ======== ======== ========
Per share (net income divided by the weighted average
number of shares outstanding) $ 0.93 0.80 $ 1.82 1.55
======== ======== ======== ========
Net income per common and common equivalent share:
Net income $ 57,379 47,907 $ 112,175 92,544
Add - Interest on 4 1/4% convertible subordinated notes
due 1998, net of applicable income taxes 1,084 1,107 2,167 2,216
-------- -------- -------- --------
Adjusted net income $ 58,463 49,014 $ 114,342 94,760
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 64,005 62,550 63,982 62,509
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.92 0.79 $ 1.79 1.52
======== ======== ======== ========
Net income per common share - assuming full dilution:
Adjusted net income $ 58,463 49,014 $ 114,342 94,760
======== ======== ======== ========
Adjusted weighted average number of shares outstanding -
after giving effect to the conversion of stock options
and convertible subordinated notes 64,005 62,550 63,982 62,509
======== ======== ======== ========
Per share (adjusted net income divided by the adjusted
weighted average number of shares outstanding) $ 0.92 0.79 $ 1.79 1.52
======== ======== ======== ========
</TABLE>
