FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1995 Commission file number: 0-13166
CoBancorp Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1465382
(State or other jurisidiction of (IRS Employer
incorporation or organization) Identification No.)
124 Middle Avenue, Elyria, Ohio 44035
(Address of principal executive offices) (Zip Code)
(216) 329-8000
Registrant's telephone number, including area code
Not applicable
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.
As of March 31, 1995, there were 3,336,249 outstanding common shares, with
no par value, of the Registrant.
page 1 of 13
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INDEX
COBANCORP INC.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
Consolidated balance sheets--March 31, 1995 and
December 31, 1994 3
Consolidated statements of income--Three months ended
March 31, 1995 and 1994 4
Consolidated statements of cash flows--Three months
ended March 31, 1995 and 1994 5
Notes to consolidated financial statements--
March 31, 1995 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
PART II. OTHER INFORMATION 12
SIGNATURES 13
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<TABLE>
PART I. FINANCIAL INFORMATION
COBANCORP INC.
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
MARCH 31, 1995
<CAPTION>
March 31 December 31
1995 1994
<S> <C> <C>
ASSETS
Cash and due from banks $ 28,082,611 $ 29,271,444
Investment securities (market value
$158,529,000 at March 31, 1995 and
$147,128,000 at December 31, 1994) 158,520,027 149,807,048
Federal funds sold 0 2,500,000
Loans 334,467,242 330,132,961
Less allowance for loan losses 5,608,385 5,616,859
------------ ------------
Net loans 328,858,857 324,516,102
Bank premises and equipment 10,662,630 10,585,653
Accrued income and prepaid expenses 5,060,844 3,980,626
Other assets 10,204,027 11,066,084
------------ ------------
TOTAL ASSETS $541,388,996 $531,726,957
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand--noninterest bearing $ 61,682,838 $ 69,649,373
Demand--interest bearing 53,112,429 55,965,771
Savings and other time 349,208,226 340,221,731
------------ ------------
Total deposits 464,003,493 465,836,875
Short-term funds 29,547,238 21,357,228
Other liabilities 3,227,741 2,770,882
Employee stock ownership plan obligation 692,760 780,260
------------ ------------
Total liabilities 497,471,232 490,745,245
Shareholders' equity
Capital stock, without par value
5,000,000 shares authorized
3,336,249 shares outstanding
3,310,011 at December 31, 1994 5,649,273 5,182,737
Capital surplus 16,623,320 16,623,320
Retained earnings 23,862,786 22,868,953
Unrealized gain (loss) on available-for-
sale investment securities (net of tax) (1,524,855) (2,913,038)
Employee stock ownership plan obligation (692,760) (780,260)
------------ ------------
Total shareholders' equity 43,917,764 40,981,712
------------ ------------
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $541,388,996 $531,726,957
============ ============
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
COBANCORP INC.
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MARCH 31, 1995
<CAPTION>
Three months ended March 31
1995 1994
<S> <C> <C>
Interest Income
Loans (including fees)
Taxable $7,360,991 $6,187,532
Tax-exempt 48,047 40,194
Investment securities
Taxable 1,377,000 1,289,233
Tax exempt 972,888 853,856
Federal funds sold 1,628 23,589
---------- ----------
Total interest income 9,760,554 8,394,404
Interest Expense
Deposits 3,351,153 2,625,936
Short-term funds 247,585 116,995
---------- ----------
Total interest expense 3,598,738 2,742,931
---------- ----------
Net interest income 6,161,816 5,651,473
Provision for Loan and Real Estate Losses 60,000 125,000
---------- ----------
Net interest income after provision
for loan and real estate losses 6,101,816 5,526,473
Other Income
Service charges on deposit accounts 459,615 401,766
Trust fees 340,000 324,999
Other 208,442 130,923
Securities gains (losses) (4,118) 291,131
---------- ----------
Total other income 1,003,939 1,148,819
Other Expenses
Salaries, wages and benefits 2,329,349 2,313,056
Occupancy--net 386,942 358,196
Furniture and equipment 172,500 136,700
Taxes, other than income and payroll 149,587 156,308
FDIC insurance 250,185 239,196
Other 2,046,835 2,004,845
---------- ----------
Total other expenses 5,335,398 5,208,301
---------- ----------
Income before income taxes 1,770,357 1,466,991
Income Tax Expense 310,000 250,000
---------- ----------
Net Income $1,460,357 $1,216,991
========== ==========
Net Income Per Share $0.44 $0.36
===== =====
<FN>
See notes to consolidated financial statements.
</TABLE>
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<TABLE>
COBANCORP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
MARCH 31, 1995
<CAPTION>
Three months ended March 31
1995 1994
<S> <C> <C>
Operating Activities
Net income $ 1,460,357 $ 1,216,991
Adjustments to reconcile net income
to net cash provided by operating activities:
Provision for loan and real estate losses 60,000 125,000
Provision for depreciation and amortization 352,652 279,699
Accretion of discounts on purchased loans (31,365)
Amortization of premiums less accretion of
discounts on securities (91,948) 1,156
Realized securities losses (gains) 4,118 (291,131)
(Increase) in interest receivable (419,793) (304,889)
(Decrease) in interest payable (59,723) (20,327)
(Increase) in other assets (580,770) (709,030)
Increase in other liabilities 590,079 127,011
----------- -----------
Net Cash Provided
by Operating Activities 1,283,607 424,480
Investing Activities
Proceeds from sales of investment securities 804,000 12,406,524
Paydowns and maturities of investment
securities 452,317 7,490,121
Purchases of investment securities (7,778,159) (10,829,323)
Net decrease in credit card receivables 315,560 211,011
Net (increase) in longer-term loans (4,686,949) (9,021,544)
Purchases of premises and equipment,
net of retirement (362,352) (363,913)
----------- -----------
Net Cash (Used)
by Investing Activities (11,255,583) (107,124)
Financing Activities
Net (decrease) in demand deposits,
NOW accounts and savings accounts (27,180,124) (3,571,955)
Net increase in certificates of deposit 25,346,740 2,348,764
Net increase (decrease) in short-term funds 8,190,010 (3,218,360)
Cash dividends (466,524) (431,102)
Dividend investment plan 133,599 92,180
Long-term incentive plan 259,442 33,842
----------- -----------
Net Cash Provided (Used)
by Financing Activities 6,283,143 (4,746,631)
----------- -----------
(Decrease) in Cash and Cash Equivalents (3,688,833) (4,429,275)
Cash and Cash Equivalents at Beginning of Period 31,771,444 32,051,488
----------- -----------
Cash and Cash Equivalents at
End of Period $28,082,611 $27,622,213
=========== ===========
<FN>
See notes to consolidated financial statements.
</TABLE>
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COBANCORP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1995
NOTE A
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements
include the accounts of CoBancorp Inc. and its wholly-owned subsidiary,
PremierBank & Trust. All material intercompany accounts and transactions have
been eliminated.
BASIS OF PRESENTATION: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements. It is the opinion of
management that all adjustments made to the unaudited interim financial
statements were of a normal recurring nature.
CASH EQUIVALENTS: For purposes of the Statements of Cash Flows, cash
equivalents include amounts due from banks and federal funds sold.
Generally, federal funds are purchased and sold for periods of less than
thirty days.
PER SHARE AMOUNTS: All per share amounts have been adjusted to reflect
the four-for-three stock split in February 1994.
RECLASSIFICATIONS: Certain amounts in the 1994 consolidated financial
statements have been reclassified to conform to the 1995 presentation.
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COBANCORP INC.
MARCH 31, 1995
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion focuses on information about CoBancorp Inc.'s
financial condition and results of operations which is not otherwise
apparent from the consolidated financial statements attached.
EARNINGS RESULTS Net income increased 20.0 percent to $1,460,000 for the
first three months of 1995, from the $1,217,000 earned in the same period
of 1994. Earnings per share increased to $.44, up from $.36 per share in
the first three months of the prior year.
NET INTEREST INCOME The net interest margin on a fully taxable-equivalent
basis was 5.48 percent for the first three months of 1995, compared to
5.50 percent one year ago. Net interest income for the first three months
of 1995 amounted to $6,688,000 compared to $6,112,000 in 1994. These
amounts reflect net interest income adjusted to a fully taxable-equivalent
basis by recognizing the tax effect of interest earned on tax-exempt
securities and loans.
The increase in fully-taxable equivalent net interest income of $576,000,
or 9.4 percent, is attributable primarily to an increase in earning assets
and to higher interest rates on those assets. These factors were
partially offset by an increase in interest-bearing liabilities and, to a
lesser extent, an increase in the cost of those liabilities.
Average interest-earning assets were $485,904,000 and $443,326,000 for the
first three months of 1995 and 1994, respectively.
The following table sets forth for the periods indicated a summary of the
changes in interest income and interest expense on a fully
taxable-equivalent basis resulting from changes in volume and changes in
rates for the major components of interest-earning assets and
interest-bearing liabilities:
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<TABLE>
SUMMARY OF NET INTEREST INCOME CHANGES (RATE/VOLUME VARIANCE)
Three months ended 3/31/95 vs. 3/31/94
(in thousands of dollars)
<CAPTION>
Change in interest
Current Current Old Old income/expense due to
volume rate volume rate Volume Rate Both Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Taxable securities $ 79,718 6.92% $ 82,106 6.29% $ (38) $ 129 $ (3) $ 88
Nontaxable securities 73,162 8.06 63,942 8.09 187 (5) (2) 180
Federal funds sold and other
short-term funds 139 4.69 3,077 3.07 (22) 12 (13) (22)
Taxable loans:
Real estate loans 153,992 7.92 136,667 8.32 355 (132) (16) 207
Commercial loans 134,736 9.19 119,721 7.63 282 463 69 814
Installment loans 38,401 9.98 30,820 10.80 202 (62) (16) 124
Overdrafts 62 192 0 0
Quickline loans 122 17.81 108 18.76 1 0 (1)
Credit card loans 2,694 39.96 2,739 35.28 (4) 32 0 28
Nontaxable loans:
IRBs 2,877 10.12 3,955 6.16 (17) 39 (10) 12
-------- -------- ----- ----- ------ -------
TOTAL INTEREST-EARNING ASSETS 485,904 8.49 443,326 8.01 946 476 8 1,431
Interest-bearing transaction
accounts:
NOW 21,422 2.09 26,009 2.09 (24) 0 1 (23)
Advantage 50 29,903 2.02 28,927 2.01 5 1 0 6
Savings accounts:
Savings 140,282 2.32 144,405 2.42 (25) (33) 1 (57)
IMMAs 26,987 2.16 30,142 2.17 (17) (1) 1 (17)
Time deposits:
Christmas/vaction clubs 960 3.92 2,087 4.04 (11) (1) (12)
CDs under $100,000 96,176 4.54 87,318 3.96 86 125 13 224
CDs over $100,000 (regular) 10,477 5.27 4,612 4.16 60 13 16 89
CDs over $100,000 (public fund) 38,453 5.93 10,719 3.16 216 73 189 478
IRAs 30,903 4.73 30,089 4.36 9 27 1 37
Short-term funds:
Repurchase agreements 2,430 5.13 3,156 2.68 (5) 19 (4) 10
Federal funds purchased 6,411 6.05 748 3.52 49 5 36 90
Notes payable TT&L 2,702 5.61 3,216 2.98 (4) 21 (3) 14
Sweep accounts 15,356 2.16 12,513 2.12 15 1 16
-------- -------- ----- ----- ----- -------
TOTAL INTEREST-BEARING
LIABILITIES 422,462 3.45 383,940 2.90 354 250 251 855
----- ----- ----- -------
NET INTEREST MARGIN 5.48 5.50 $ 592 $ 226 $(243) $ 576
===== ===== ===== =======
YTD FTE net interest income (current year) $ 6,688
YTD FTE net interest income (prior year) 6,112
-------
Change in FTE net interest income $ 576
=======
<FN>
Presented on a fully-taxable equivalent basis, using year-to-date average balances.
</TABLE>
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<TABLE>
The trends in various components of the balance sheet and their respective yields and rates which affect interest
income and expense are shown in the following table:
AVERAGE CONSOLIDATED BALANCE SHEETS, NET INTEREST INCOME AND RATES
<CAPTION>
Three Months Ended March 31, 1995 Three Months Ended March 31, 1994
Average Interest Average Interest
Daily (Annaul- Yield/ Daily (Annual- Yield/
Balance ized) Rate Balance ized) Rate
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Interest-earning assets:
Loans (including fees) (1)
Taxable $330,008 $29,522 8.95% $290,247 $24,812 8.55%
Tax-exempt (2) 2,877 291 10.11 3,954 243 6.15
Investment securities
Taxable 79,718 5,515 6.92 82,106 5,165 6.29
Tax-exempt (2) 73,162 5,896 8.06 63,942 5,175 8.09
Federal funds sold 139 7 5.04 3,077 94 3.07
Total interest-earning
assets (2) 485,904 41,231 8.49 443,326 35,489 8.01
Noninterest-earning assets:
Cash and due from banks 23,725 23,159
Bank premises and equipment 10,647 10,595
Other assets 15,119 11,994
Less allowance for loan losses (5,631) (5,291)
TOTAL ASSETS $529,764 $483,783
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY
Interest-bearing liabilities:
Interest-bearing transaction
accounts $ 51,325 $ 1,053 2.05 $ 54,935 $ 1,125 2.05
Savings 167,269 3,844 2.30 174,547 4,145 2.37
Time deposits 176,969 8,694 4.91 134,825 5,379 3.99
Short-term funds 26,899 995 3.70 19,633 472 2.40
Total interest-bearing
liablities 422,462 14,586 3.45 383,940 11,121 2.90
Noninterest-bearing liabilities:
Demand deposits 60,698 55,471
Other liabilities 4,352 4,731
Shareholders' equity 42,252 39,641
TOTAL LIABILITIES AND
SHAREHOLDERS' EQUITY $529,764 $483,783
======== ========
NET INTEREST INCOME $26,645 $24,368
======= =======
NET YIELD/RATE ON INTEREST-
EARNING ASSETS (2) 5.48% 5.50%
<FN>
(1) Nonaccrual loans are included in average loan balance.
(2) Presented on a fully tax equivalent basis using a tax rate of 34%.
</TABLE>
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NET NONINTEREST EXPENSES Total net noninterest expense (total noninterest
expense less total noninterest income) has increased slightly, to
$4,331,000 for the first three months of 1995, compared to $4,059,000 the
previous year. However, exclusive of securities gains (losses), net other
expenses decreased by $23,000 from the first quarter of last year. During
the last quarter of 1994, the Corporation began a project, using the
expertise of a national consulting firm, to analyze operating efficiencies
and bank pricing and procedures. The benefits from this process are
beginning to impact the Corporation's results of operations, as reflected
in the less-than-one-percent increase in salaries, wages and benefits over
first-quarter 1994, in spite of the addition of three branches since then.
Occupancy, furniture and equipment costs have increased compared to last
year. However, these increased expenses have been offset by increased
income from service charges on deposits, and decreases in administrative
expenses. The provision for loan losses decreased to $60,000 for the
first three months of 1995, compared to $125,000 for the same period last
year. This reflects the continuing emphasis on asset quality.
NONPERFORMING LOANS Nonaccrual loans were slightly above year-end 1994
levels, and at March 31, 1995, totaled $405,000, compared to $358,000 at
December 31, 1994. The category of accruing loans past due 90 days or
more totaled $51,000 at both March 31, 1995 and December 31, 1994. The
balance in the allowance for loan losses was $5,608,000 at March 31, 1995,
compared to $5,617,000 at December 31, 1994.
Except for installment and credit cards, loans on which interest and/or
principal is 90 days or more past due are placed on nonaccrual status and
any previously accrued but uncollected interest is reversed from income.
Such loans remain on a cash basis for recognition of income until both
interest and principal are current. Installment and credit card loans
past due greater than 120 days are charged off and previously accrued but
uncollected interest is reversed from income.
The following table summarizes nonaccrual and past due loans (in thousands
of dollars).
<TABLE>
March 31 December 31
1995 1994
<S> <C> <C>
Accruing loans past due
90 days or more as to
principal or interest:
Loans secured by real estate $ 13 $ 3
Loans to individuals 38 48
------ ------
$ 51 $ 51
====== ======
Nonaccrual loans:
Loans secured by real estate $ 397 $ 358
Commercial and industrial loans 8
------ ------
$ 405 $ 358
====== ======
</TABLE>
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ALLOWANCE FOR LOAN LOSSES AND LOAN CHARGE-OFFS In determining the
adequacy of the allowance for loan losses, management evaluates past loan
loss experience, present and anticipated economic conditions and the
credit worthiness of its borrowers. The allowance for loan losses is
increased by provisions charged against income and recoveries of loans
previously charged off. The allowance is decreased by loans that are
determined uncollectible by management and charged against the allowance.
Potential problem loans are those loans which are on the Bank's "watch
list." These loans exhibit characteristics that could cause the loans to
become nonperforming or require restructuring in the future. This "watch
list" is reviewed monthly and adjusted for changing conditions.
At the end of the first three months, the allowance for loan losses as a
percentage of loans was 1.68 percent in 1995, and 1.80 percent in 1994.
The provision for loan losses was $60,000 in the three months ended March
31, 1995, and $125,000 for the same period of 1994.
The following table contains information relative to loan loss experience
for the three months ended March 31, 1995, and the year ended December 31,
1994.
<TABLE>
<CAPTION>
Three months ended Year ended
March 31, 1995 December 31, 1994
<S> <C> <C>
Allowance for loan losses
at beginning of period $5,617 $5,226
Loans charged off:
Real estate 31
Installment 127 297
Credit card 27 61
Other 1 5
Commercial and collateral 7 38
------ ------
162 432
Recoveries on loans charged off:
Real estate 2 33
Installment 38 245
Credit card 5 32
Other 1
Commercial and collateral 48 303
------ ------
93 614
------ ------
Net charge-offs (recoveries) 69 (182)
Provision for loan losses 60 208
------ ------
Allowance for loan losses
at end of period $5,608 $5,617
====== ======
Ratio of allowance for loan
losses to total loans at
end of period 1.68% 1.70%
====== ======
</TABLE>
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CAPITAL At March 31, 1995, the Corporation's risk-based capital ratios
based on Federal Reserve Board guidelines were as follows:
Tier 1 "core" capital to risk-weighted assets 13.35 percent
Total capital to risk-weighted assets 14.61 percent
Tier 1 leverage ratio 8.15 percent
These ratios substantially exceed the minimums which are in effect for
bank holding companies after the end of 1992.
Return on average assets was 1.15 percent for the first quarter of 1995,
compared to 0.98 percent for the same period in 1994. Return on average
equity was 14.48 percent for the first three months of 1995, compared to
11.97 percent for the first three months of 1994.
PART II. OTHER INFORMATION
Except as set forth below, the items of Part II are inapplicable or the
answers thereto are negative and, accordingly, no reference is made to
said items in this report.
Item 4--Submission of matters to a vote of security holders
None.
Item 6--Exhibits and Reports on Form 8-K
(a) No exhibits were required to be filed as part of
this report.
(b) The registrant was not required to file any reports on Form
8-K during the quarter ended March 31, 1995.
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COBANCORP INC.
MARCH 31, 1995
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COBANCORP INC.
(Registrant)
Timothy W. Esson
May 11, 1995 Executive Vice President
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<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTRAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
UNAUDITED CONSOLIDATED BALANCE SHEETS OF COBANCORP INC. AND SUBSIDIARY AND
THE RELATED STATEMENTS OF INCOME, SHAREHOLDERS' EQUITY AND CASH FLOWS, AS
WELL AS THE RELATED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000745276
<NAME> COBANCORP INC.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> MAR-31-1995
<CASH> 28,030
<INT-BEARING-DEPOSITS> 53
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 78,898
<INVESTMENTS-CARRYING> 79,622
<INVESTMENTS-MARKET> 79,631
<LOANS> 334,467
<ALLOWANCE> 5,608
<TOTAL-ASSETS> 541,389
<DEPOSITS> 464,004
<SHORT-TERM> 29,547
<LIABILITIES-OTHER> 3,920
<LONG-TERM> 0
<COMMON> 5,650
0
0
<OTHER-SE> 38,268
<TOTAL-LIABILITIES-AND-EQUITY> 541,389
<INTEREST-LOAN> 7,409
<INTEREST-INVEST> 2,350
<INTEREST-OTHER> 2
<INTEREST-TOTAL> 9,761
<INTEREST-DEPOSIT> 3,351
<INTEREST-EXPENSE> 3,599
<INTEREST-INCOME-NET> 6,162
<LOAN-LOSSES> 60
<SECURITIES-GAINS> (4)
<EXPENSE-OTHER> 5,335
<INCOME-PRETAX> 1,770
<INCOME-PRE-EXTRAORDINARY> 1,770
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,460
<EPS-PRIMARY> 0.44
<EPS-DILUTED> 0.44
<YIELD-ACTUAL> 5.48
<LOANS-NON> 405
<LOANS-PAST> 51
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 5,617
<CHARGE-OFFS> 162
<RECOVERIES> 93
<ALLOWANCE-CLOSE> 5,608
<ALLOWANCE-DOMESTIC> 4,498
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,110
</TABLE>
