FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 0-15829
FIRST CHARTER CORPORATION
(Exact name of registrant as specified in its charter)
North Carolina 56-1355866
(State or other jurisdiction of (IRS Employer Identification
No.)
incorporation or organization)
22 Union Street, North, Concord, North Carolina
28025
(Address of principal executive offices) (Zip Code)
(704) 786-3300
(Registrant's telephone number, including area code)
N/A
(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 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
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:<PAGE>
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
6,310,484 shares of Common Stock, $5.00 par value,
outstanding as of May 13, 1997.
<PAGE>
<TABLE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<CAPTION>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands) March 31, December 31,
1997 1996
ASSETS Unaudited
<S> <C> <C> <C> <C>
Cash and due from banks . . . . . . . . . . . $ 19,747 $ 31,300
Interest bearing bank deposits . . . . . . . 203 10,850
Securities available for sale:
U.S. Government obligations . . . . . . . . 27,045 28,099
U.S. Government agency obligations . . . . 9,530 11,583
Mortgage-backed securities . . . . . . . . 13,691 14,513
State and municipal obligations, nontaxable 72,429 72,050
Other . . . . . . . . . . . . . . . . . . . 7,606 5,876
Total securities available for sale . . . 130,301 132,121
Loans . . . . . . . . . . . . . . . . . . . . 371,650 360,673
Less: Unearned income . . . . . . . . . . . (191) (192)
Allowance for loan losses . . . . . . (5,236) (5,128)
Loans, net . . . . . . . . . . . . . . . 366,223 355,353
Premises and equipment, net . . . . . . . . . 11,965 11,385
Other assets . . . . . . . . . . . . . . . . 7,646 5,847
Total assets . . . . . . . . . . . . . . $ 536,085 $ 546,856
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits, domestic:
Noninterest bearing demand . . . . . . . . $ 73,184 $ 85,863
Interest bearing:
NOW accounts . . . . . . . . . . . . . . . 71,226 76,644
Time . . . . . . . . . . . . . . . . . . . 254,166 253,753
Certificates of deposit greater
than $100,000 . . . . . . . . . . . . . . 43,857 38,955
Total deposits . . . . . . . . . . . . . 442,433 455,215
Other borrowings . . . . . . . . . . . . . . 29,326 27,261
Other liabilities . . . . . . . . . . . . . . 3,996 4,971<PAGE>
Total liabilities . . . . . . . . . . . . 475,755 487,447
Shareholders' equity:
Common stock - $5 par value; authorized,
10,000,000 shares; issued and outstanding,
6,307,088 shares at 3/31/97 and 6,301,213
shares at 12/31/96 . . . . . . . . . . . . 31,535 31,506
Additional paid-in capital . . . . . . . . . 607 578
Unrealized gain on securities available
for sale . . . . . . . . . . . . . . . . . 1,056 1,670
Retained earnings . . . . . . . . . . . . . . 27,132 25,655
Total shareholders' equity . . . . . . . 60,330 59,409
Total liabilities and shareholders' equity $ 536,085 $ 546,856
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
<CAPTION>
For Three Months Ended
(Dollars in thousands) March 31, March 31,
1997 1996
Interest Income:
<S> <C> <C> <C> <C>
Interest and fees on loans . . . . . . . . . . . . . . . $ 8,373 $ 7,914
Federal funds sold . . . . . . . . . . . . . . . . . . . -- 13
Interest bearing bank deposits . . . . . . . . . . . . . 29 79
Securities available for sale . . . . . . . . . . . . . . 1,814 1,912
Total interest income . . . . . . . . . . . . . . . . 10,216 9,918
Interest Expense:
Deposits:
Demand . . . . . . . . . . . . . . . . . . . . . . . . 346 321
Money Market . . . . . . . . . . . . . . . . . . . . . 274 283
Savings and Time . . . . . . . . . . . . . . . . . . . 3,256 3,321
Other borrowings . . . . . . . . . . . . . . . . . . . . 402 336
Total interest expense . . . . . . . . . . . . . . . 4,278 4,261
Net interest income . . . . . . . . . . . . . . . . . 5,938 5,657
Provision for loan losses . . . . . . . . . . . . . . . . 260 320
Net interest income after provision for loan losses . 5,678 5,337
Noninterest income:
Trust income . . . . . . . . . . . . . . . . . . . . . . 410 344
Service charges on deposit accounts . . . . . . . . . . . 753 630
Credit card income . . . . . . . . . . . . . . . . . . . 53 80
Insurance and other commissions . . . . . . . . . . . . . 40 48
Securities available for sale transactions, net . . . . . 248 4
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 453 270<PAGE>
Total noninterest income . . . . . . . . . . . . . . 1,957 1,376
Noninterest expense:
Salaries and fringe benefits . . . . . . . . . . . . . . 2,360 2,051
Occupancy and equipment . . . . . . . . . . . . . . . . . 663 528
Other . . . . . . . . . . . . . . . . . . . . . . . . . . 1,172 1,038
Total noninterest expense . . . . . . . . . . . . . . 4,195 3,617
Income before income taxes . . . . . . . . . . . . . 3,440 3,096
Income taxes . . . . . . . . . . . . . . . . . . . . . . 1,017 931
Net Income . . . . . . . . . . . . . . . . . . . . . $ 2,423 $ 2,165
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
EARNINGS PER SHARE DATA (Unaudited)
<CAPTION>
For Three Months Ended
March 31, March 31,
1997 1996
Primary income per share data:
<S> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . $0.38 $0.34
Average common equivalent shares . . . . . . . . . . . 6,348,374 6,309,620
Income per share data assuming full dilution:
Net income . . . . . . . . . . . . . . . . . . . . . . $0.38 $0.34
Average common equivalent shares . . . . . . . . . . . 6,349,793 6,309,620
Cash dividends declared . . . . . . . . . . . . . . . . . $0.15 $0.15
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited)
For The Three Months Ended March 31, 1997 and 1996
<CAPTION>
Unrealized
Gains
(Losses)
on
Add'l Securities
Common Paid-in Retained Available
Stock Capital Earnings for sale,Net Total
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995... $ 31,180 $ -- $ 20,578 $ 1,666 $ 53,424
Net income for the
three months ended
March 31, 1996.............. -- -- 2,165 -- 2,165
Cash dividends of $.15
per share................... -- -- (941) -- (941)
Purchase and retirement
of 1,169 shares of
common stock................ (6) (18) -- -- (24)
Stock options exercised
and Dividend Reinvestment
Plan stock issued totaling
35,593 shares............... 178 253 -- -- 431
Unrealized loss on
securities available
for sale.................... -- -- -- (636) (636)
Balance, March 31, 1996...... $ 31,352 $ 235 $ 21,802 $ 1,030 $ 54,419
Balance, December 31, 1996... $ 31,506 $ 578 $ 25,655 $ 1,670 $ 59,409
Net income for the
three months ended
March 31, 1997.............. -- -- 2,423 -- 2,423
Cash dividends of $.15
per share................... -- -- (946) -- (946)
Purchase and retirement
of 12,773 shares of
common stock................ (64) (216) -- -- (280)
Stock options exercised
and Dividend Reinvestment
Plan stock issued totaling
18,648 shares............... 93 245 -- -- 338
Unrealized loss on
securities available
for sale, net of deferred
income taxes................ -- -- -- (614) (614)
Balance, March 31, 1997...... $ 31,535 $ 607 $ 27,132 $ 1,056 $60,330
<PAGE>
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
<CAPTION>
For Three Months Ended
(Dollars in thousands) March 31,1997 March 31,1996
Cash flows from operating activities:
<S> <C> <C> <C> <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . $ 2,423 $ 2,165
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses . . . . . . . . . . . . . . . 260 320
Depreciation . . . . . . . . . . . . . . . . . . . . . . 367 245
Premium amortization and discount accretion, net . . . . (10) 10
Net gain on securities available for sale transactions . (248) (4)
Net gain on sale of premises and equipment . . . . . . . (12) --
Origination of mortgage loans held for sale . . . . . . (662) (4,408)
Proceeds from sale of mortgage loans available for sale . 744 3,942
Increase in other assets . . . . . . . . . . . . . . . . (1,417) (25)
Decrease in other liabilities . . . . . . . . . . . . . (975) (814)
Net cash provided by operating activities . . . . . . 470 1,431
Cash flows from investing activities:
Proceeds from sales of securities available for sale . . . 447 394
Proceeds from maturities and issuer calls of
investment securities, net . . . . . . . . . . . . . . . -- --
Proceeds from maturities of securities available for sale . 5,775 3,997
Purchase of investment securities . . . . . . . . . . . . -- --
Purchase of securities available for sale . . . . . . . . (5,143) (4,637)
Net increase in loans . . . . . . . . . . . . . . . . . . (11,212) (11,716)
Proceeds from sales of premises and equipment . . . . . . 13 --
Purchase of premises and equipment . . . . . . . . . . . . (948) (384)
Net cash provided (used) in investing activities . . (11,068) (12,346)
Cash flows from financing activities:
Net increase in demand, NOW, money market and
savings accounts . . . . . . . . . . . . . . . . . . . . (21,377) 3,143
Net increase in certificates of deposit . . . . . . . . . 8,599 16,472
Net increase (decrease) in other borrowings . . . . . . . 2,065 (9,617)
Net increase in advances for taxes and insurance . . . . . -- 35
Purchase and retirement of common stock . . . . . . . . . (280) (24)
Proceeds from issuance of common stock . . . . . . . . . . 337 431
Dividends paid . . . . . . . . . . . . . . . . . . . . . . (946) (941)
Net cash provided (used) by financing activities . . (11,602) 9,499
Net decrease in cash and cash equivalents . . . . . . . . (22,200) (1,416)
Cash and cash equivalents at beginning of period . . . . . 42,150 33,642
Cash and cash equivalents at end of period . . . . . . . . $ 19,950 $ 32,226
(Continued)<PAGE>
</TABLE>
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
<CAPTION>
For Three Months Ended
March 31,1997 March 31,1996
Supplemental disclosures of cash flow information:
Cash paid during the period for:
<S> <C> <C> <C> <C>
Interest . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,421 $ 4,108
Income taxes . . . . . . . . . . . . . . . . . . . . . . . $ 800 $ 44
Supplemental disclosure of non-cash transactions:
Transfer of loans, premises and equipment to other
real estate owned . . . . . . . . . . . . . . . . . . . $ -- $ 117
Unrealized gains (loss) in value of securities available
for sale (net of tax effect of $387 and $368
for 3/31/97 and 3/31/96, respectively) . . . . . . . . $ (614) $ (636)
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>
FIRST CHARTER CORPORATION AND SUBSIDIARIES
NOTES TO INTERIM FINANCIAL STATEMENTS
1. Primary earnings per share and income per share assuming
full dilution are computed based on the weighted average
number of shares outstanding during the period, including
Common Stock equivalent shares applicable to stock
options, assuming the exercise of outstanding stock
options at market value per share.
2. In certain instances, amounts reported in the 1996
financial statements have been reclassified to present
them in the format selected for 1997. Such
reclassifications have no effect on net income or
shareholders' equity as previously reported.
3. The information furnished in this report reflects all
adjustments which are, in the opinion of management,
necessary to present a fair statement of the financial
condition and the results of operations for the interim
period. All such adjustments were of a normal recurring
nature.<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The consolidated balance sheets of First Charter
Corporation (the "Corporation") represent account balances for
the Corporation and its wholly owned banking subsidiaries, First
Charter National Bank ("FCNB") and Bank of Union ("Union").
LIQUIDITY
FCNB and Union (the "Banks") derive the major source of
their liquidity from their core deposit base. Liquidity is
further provided by loan repayments, maturities in the investment
portfolios, the ability to secure public deposits, the
availability of federal fund lines at correspondent banks and the
ability to borrow from the Federal Reserve Bank discount window.
In addition to these sources, the Banks are members of the
Federal Home Loan Bank ("FHLB") System which provides access to
FHLB lending sources. Another source of liquidity is the
securities available for sale portfolios which may be sold in
response to liquidity needs. Management believes the Banks'
sources of liquidity are adequate to meet operating needs and
deposit withdrawal requirements.
CAPITAL RESOURCES
At March 31, 1997 total shareholders' equity was
$60,329,817, or $9.57 per share compared to $59,409,181, or $9.43
per share at December 31, 1996.
At March 31, 1997, the Corporation and the Banks were in
compliance with all existing capital requirements. The
Corporation's capital requirements are summarized in the table
below:
Risk-Based Capital
Leverage Capital Tier 1 Capital Total Capital
Amount %(1) Amount %(2) Amount %(2)
(Dollars in thousands)
Actual $ 59,201 11.16% $59,201 14.81% $64,200 16.06%
Required 20,880 4.00 15,995 4.00 31,991 8.00
Excess 38,321 7.16 43,206 10.81 32,209 8.06
(1) Percentage of total adjusted average assets. The FRB
minimum leverage ratio requirement is 3% to 5%, depending on the
institution's composite rating as determined by its regulators.
The FRB has not advised the Corporation of any specific
requirements applicable to it.
(2) Percentage of risk-weighted assets. <PAGE>
REGULATORY RECOMMENDATIONS
Management is not presently aware of any current
recommendations to the Corporation or to the Banks by regulatory
authorities which, if they were to be implemented, would have a
material effect on the Corporation's liquidity, capital
resources, or operations.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Net income for the three month period ended March 31, 1997
was $2,423,390, or $0.38 per share versus $2,165,284, or $0.34
per share for the comparable period in 1996 which represents an
11.9% increase. The increase is primarily attributable to
increases in net interest income and noninterest income which
were partially offset by increases in noninterest expenses. On
an annualized basis, year to date results represent a return on
average assets of 1.85% versus 1.71% and a return on average
equity of 16.10% versus 15.88%, for the periods ended March 31,
1997 and March 31, 1996, respectively.
Total assets at March 31, 1997 were $536,085,188 compared
to $546,856,181 at December 31, 1996. Loan demand was strong
during the first three months of 1997. As a result, gross loans
increased 3.0% to $371,650,282 from $360,673,182 at December 31,
1996. Total deposits decreased 2.8% to $442,433,596 from
$455,214,521 at December 31, 1996. During the first quarter of
1997, noninterest bearing demand accounts decreased primarily due
to a large influx of corporate deposits at year-end which
returned to normal levels in the first quarter.
Securities available for sale totaled $130,300,824 at
March 31, 1997 for a decrease of approximately $1.8 million from
December 31, 1996. The decrease was primarily due to a pre-tax
reduction of unrealized gains of approximately $1,000,000
resulting from an overall upward shift in the treasury yield
curve during the latter part of the first quarter of 1997.
Proceeds from sales, maturities and paydowns in the securities
available for sale portfolio were used to fund increased loan
demand and to reinvest in additional securities. U.S. Government
obligations were purchased to primarily maintain liquidity and
in-state municipal securities were purchased to enhance tax
equivalent net interest income. The carrying value of securities
available for sale was $1,737,000 above their amortized cost at
March 31, 1997 which represents gross unrealized gains of
$3,178,000 and gross unrealized losses of $1,441,000.
For the three month period ended March 31, 1997, net
interest income before provision for loan losses increased
$281,702, over the comparable period in 1996. The increase is
primarily attributable to an increase in the level of interest
earning assets, which was further enhanced by a higher net
interest margin. The net interest margin increased to 5.26% at
March 31, 1997 from 5.11% at March 31, 1996. The average yield<PAGE>
on earning assets was 8.77% at March 31, 1997 compared to 8.72%
at March 31, 1996, and the average rate paid on interest-bearing
liabilities decreased to 4.41% at March 31, 1997 compared to
4.47% at March 31, 1996.
Management continues to assess interest rate risk based on
an earnings simulation model. The Corporation's balance sheet is
liability sensitive, meaning that in a given period there will be
more liabilities than assets subject to immediate repricing as
market rates change. Because immediately rate sensitive
interest-bearing liabilities exceed immediately rate sensitive
assets, the earnings position could improve in a declining rate
environment and could deteriorate in a rising rate environment,
depending on the correlation of rate changes in these two
categories.
The provision for loan losses for the three months ended
March 31, 1997 was $260,000, compared to $320,000, for the three
months ended March 31, 1996. The decrease in the provision was
attributable to improved asset quality through continued
utilization of strong analytical and underwriting skills. During
the quarter, net charge-offs decreased to approximately $152,000
compared to net charge-offs of approximately $191,000 for the
same period of 1996. At March 31, 1997 and December 31, 1996,
the allowance for loan losses as a percentage of gross loans was
1.41% and 1.42%, respectively. Management continues to perform a
monthly analysis of the allowance utilizing a system for risk
grading the portfolio. Based on this review, management believes
the allowance to be adequate; however, if credit quality
deteriorates, additional provisions will be made to the allowance
for loan losses.
The following table presents changes in the allowance for loan
losses for the quarters ended March 31, 1997 and 1996,
respectively.
March 31, March 31,
(Dollars in thousands) 1997 1996
Beginning Balance . . . . . . . . . . $ 5,128 $ 4,856
Add:
Provision charged to operations . . . 260 320
5,388 5,176
Less:
Loan charge-offs . . . . . . . . . . 201 270
Less loan recoveries . . . . . . . 49 79
Net loan charge-offs . . . . . . 152 191
Ending Balance . . . . . . . . . . . $ 5,236 $ 4,985
At March 31, 1997, the recorded investment in loans that were
considered to be impaired under the Financial Accounting
Standards Board (FASB) Standards No. 114 and No. 118 was
$1,574,476 (of which $1,258,029 was on nonaccrual) compared to
the recorded investment in impaired loans of $1,623,924 (of which
$1,292,029 was on accrual) at December 31, 1996. At March 31,
<PAGE>
1997, the related allowance for loan losses on these loans was
$638,590. At March 31, 1997, there is a specific allocation of
the allowance for loan loss for each impaired loan. The average
recorded investment in impaired loans for the three months ended
March 31, 1997 was $1,596,932. For the three months ended March
31, 1997, the Corporation recognized interest income on impaired
loans of $7,540, none of which was recognized using the cash
method of income recognition.
Total problem assets at March 31, 1997 were $3,238,000 or
0.87% of gross loans, compared to $2,721,004 or 0.75% at December
31, 1996. The components of nonperforming and problem assets are
presented in the table below:
March 31, December 31,
(Dollars in thousands) 1997 1996
Nonaccrual loans . . . . . . . . . $ 1,292 $ 1,338
Other real estate . . . . . . . . 759 759
Total non-performing assets . . . 2,051 2,097
Loans 90 days or more
past due and still accruing . . . 1,187 624
Total problem assets . . . . . . . $ 3,238 $ 2,721
Interest income that would have been recorded on
nonaccrual loans for the three months ended March 31, 1997, had
they performed in accordance with their original terms, amounted
to approximately $29,000. There was no interest income recorded
on non-accrual loans for the three months ended March 31, 1997.
Noninterest income increased approximately $581,000 or
42.2% for the three month period ended March 31, 1997 over the
comparable period in 1996. The major component of this increase
was gains on sale of securities available for sale in 1997.
Other factors contributing to this increase were higher trust
income primarily due to higher levels of assets under management,
higher service charge income on deposit accounts due to increased
fees in non-sufficient fund charges, higher commissions earned on
brokerage services resulting from increased sales volumes and
higher mortgage loan income due to increased loan originations.
Noninterest expense increased approximately $578,000 or
16.0%, for the three month period ended March 31, 1997, over the
comparable period in 1996. The increase is primarily
attributable to higher salaries and fringe benefits due to a
greater number of full-time equivalents and higher occupancy and
equipment expense due to depreciation expense for new computer
network technology added in mid-1996. Additional increases were
incurred in advertising, FDIC insurance, data processing,
postage, supplies and telephone expenses.
Total income tax expense for the three month period ended
March 31, 1997 increased $86,500, over the comparable period in
1996. The increase is attributable to an increase in taxable
income which was partially offset by a slight decrease in the
effective tax rate.
<PAGE>
ACCOUNTING AND REGULATORY MATTERS
On June 28, 1996, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No.
125, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities (Statement). This Statement
provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities
based on consistent application of a financial-components
approach that focuses on control. It distinguishes transfers of
financial assets that are sales from transfers that are secured
borrowings.
The provisions of Statement 125 were to be effective for
all transfers and servicing of financial assets and
extinguishments of liabilities occurring after December 31, 1996.
In December 1996, the FASB issued Statement of Financial
Accounting Standards No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Statement No. 125" that amended
Statement 125 to delay effective date of implementing Statement
125 as it relates to certain transactions. The effective date of
the implementation of the provisions of Statement 125 to these
transactions is for transfers occurring after December 31, 1997.
Early application of Statement 125, as amended by Statement 127,
is not permitted. The application of the provisions of Statement
125, as amended by Statement 127, is not anticipated to have a
material impact on the Corporation's financial condition or
results of operations.
FACTORS THAT MAY AFFECT FUTURE RESULTS
The foregoing discussion contains forward-looking
statements about the Corporation's financial condition and
results of operations, which are subject to certain risks and
uncertainties that could cause actual results to differ
materially from those reflected in the forward-looking
statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, which reflect management's
judgment only as of the date hereof. The Corporation undertakes
no obligation to publicly revise these forward-looking statements
to reflect events and circumstances that arise after the date
hereof.
Factors that may cause actual results to differ materially
from these forward-looking statements are the passage of
unforeseen state or federal legislation or regulation applicable
to the Corporation's operations and the Corporation's ability to
accurately predict loan loss provision needs using its present
risk grading system.
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK.
Not applicable.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit No.
(per Exhibit Table
in item 601 of
Regulation S-K) Description of Exhibits
3.1 Restated Charter of the
Registrant, incorporated
herein by reference to
Exhibit 3.1 of the
Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31,
1994 (Commission File No.
0-15829).
3.2 By-laws of the Registrant,
as amended, incorporated
herein by reference to
Exhibit 3.2 of the
Registrant's Annual Report
on Form 10-K for the fiscal
year ended December 31,
1995 (Commission File No.
0-15829).
11 Statements regarding
computation of per share
earnings.
27 Financial Data Schedules
(b) Reports on Form 8-K
No reports on Form 8-K were filed this quarter.
<PAGE>
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.
FIRST CHARTER CORPORATION
(Registrant)
Date: May 13, 1997 By \s\ Robert O. Bratton
Robert O. Bratton
Executive Vice President &
Principal Financial and
Accounting Officer<PAGE>
EXHIBIT INDEX
Exhibit No.
(per Exhibit Table
in item 601 of Sequential
Regulation S-K) Description of Exhibits Page Number
11 Statements regarding
computation of per share
earnings.
27 Financial Data Schedules
<PAGE>
<TABLE>
FIRST CHARTER CORPORATION Exhibit 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS (Unaudited)
<CAPTION>
Three Months Ended
(Dollars in thousands, except per share amounts) March 31, March 31,
1997 1996
NET INCOME PER SHARE COMPUTED AS FOLLOWS:
PRIMARY:
<S> <C> <C> <C><C>
1. Net income . . . . . . . . . . . . . . . . . . . . $ 2,423 $ 2,165
2. Weighted average common shares outstanding . . . . 6,307,975 6,266,017
3. Incremental shares under stock options
computed under the treasury stock method
using the average market price of issuer's
stock during the periods . . . . . . . . . . . . 40,399 43,603
4. Weighted average common shares and common
equivalent shares outstanding . . . . . . . . . 6,348,374 6,309,620
5. Net income per share . . . . . . . . . . . . . . . $ 0.38 $ 0.34
(Item 1 Divided by Item 4)
FULLY DILUTED:
1. Net income . . . . . . . . . . . . . . . . . . . . $ 2,423 $ 2,165
2. Weighted average common shares outstanding . . . . 6,307,975 6,266,017
3. Incremental shares under stock options
computed under the treasury stock method
using the higher of the average or ending
market price of issuer's stock at the end
of the periods . . . . . . . . . . . . . . . . . 41,818 43,603
4. Weighted average common shares and common
equivalent shares outstanding . . . . . . . . . 6,349,793 6,309,620
5. Net income per share . . . . . . . . . . . . . . . $ 0.38 $ 0.34
(Item 1 Divided by Item 4)
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 19747
<INT-BEARING-DEPOSITS> 203
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 130301
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 371459
<ALLOWANCE> 5236
<TOTAL-ASSETS> 536085
<DEPOSITS> 442433
<SHORT-TERM> 26413
<LIABILITIES-OTHER> 3996
<LONG-TERM> 2913
<COMMON> 31535
0
0
<OTHER-SE> 28795
<TOTAL-LIABILITIES-AND-EQUITY> 536085
<INTEREST-LOAN> 8373
<INTEREST-INVEST> 1814
<INTEREST-OTHER> 29
<INTEREST-TOTAL> 10216
<INTEREST-DEPOSIT> 3876
<INTEREST-EXPENSE> 402
<INTEREST-INCOME-NET> 4278
<LOAN-LOSSES> 260
<SECURITIES-GAINS> 248
<EXPENSE-OTHER> 4195
<INCOME-PRETAX> 3440
<INCOME-PRE-EXTRAORDINARY> 3440
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2423
<EPS-PRIMARY> 0.38
<EPS-DILUTED> 0.38
<YIELD-ACTUAL> 5.26
<LOANS-NON> 1292
<LOANS-PAST> 1187
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5128
<CHARGE-OFFS> 201
<RECOVERIES> 49
<ALLOWANCE-CLOSE> 5236
<ALLOWANCE-DOMESTIC> 5236
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
