<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended March 31, 1997 Commission file number: 0-13166
CoBancorp Inc.
(Exact name of registrant as specified in its charter)
Ohio 34-1465382
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1530 West River Road North, Elyria, Ohio 44035
(Address of principal executive offices) (Zip Code)
(216) 329-8000
Registrant's telephone number, including area code
Not applicable
Former name, former address and former fiscal year,
if changed since last report.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
As of March 31, 1997, there were 3,453,824 outstanding common shares, with no
par value, of the Registrant.
<PAGE> 2
INDEX
COBANCORP INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements Page
<S> <C>
Consolidated balance sheets -- March 31, 1997 and December 31, 1996 3
Consolidated statements of income -- Three months ended March 31, 1997 4
and 1996.
Consolidated statements of cash flows -- Three months ended
March 31, 1997 and 1996 5
Notes to consolidated financial statements -- March 31, 1997 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
PART II. OTHER INFORMATION 13
SIGNATURES 14
EXHIBITS N/A
</TABLE>
<PAGE> 3
COBANCORP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
<TABLE>
<CAPTION>
March 31, December 31,
1997 1996
------------- -------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 37,793,481 $ 30,555,396
Investment securities available-for-sale 145,030,400 162,460,918
Investment securities held-to-maturity 24,817,716 26,324,836
(market value $25,224,297 and $26,847,437)
Federal funds sold 0 4,300,000
Loans 412,591,307 340,454,390
Less allowance for loan losses 4,649,445 4,091,592
------------- -------------
Net loans 407,941,862 336,362,798
Bank premises and equipment, net 20,516,209 18,787,316
Accrued income and prepaid expenses 6,814,617 4,840,787
Other assets 14,946,565 15,285,663
------------- -------------
TOTAL ASSETS $ 657,860,850 $ 598,917,714
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Demand-noninterest bearing $ 81,724,474 $ 82,842,548
Demand-interest bearing 71,360,321 63,196,979
Savings and other time 413,402,919 368,706,984
------------- -------------
Total deposits 566,487,714 514,746,511
Short-term funds 31,578,463 25,520,820
Other liabilities 5,299,181 4,005,766
------------- -------------
Total liabilities 603,365,358 544,273,097
Shareholders' equity
Capital stock, no par value
5,000,000 shares authorized
3,453,824 shares issued and outstanding 5,975,066 5,975,066
Capital surplus 18,553,553 18,553,553
Retained earnings 30,995,905 30,296,473
Net unrealized (losses) on available-for-sale
investment securities (net of income tax) (1,029,032) (180,475)
------------- -------------
Total shareholders' equity 54,495,492 54,644,617
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 657,860,850 $ 598,917,714
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 4
COBANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
MARCH 31, 1997
<TABLE>
<CAPTION>
Three months ended
March 31
1997 1996
------------ -----------
<S> <C> <C>
INTEREST INCOME
Loans (including fees)
Taxable $ 8,282,762 $ 7,292,596
Tax-exempt 33,839 44,033
Investment securities
Taxable 1,992,982 1,682,238
Tax-exempt 790,092 1,030,452
Federal funds sold 37,391 188,447
------------ -----------
Total interest income 11,137,066 10,237,766
INTEREST EXPENSE
Deposits 4,037,682 3,959,373
Short-term borrowed funds 201,698 165,619
------------ -----------
Total interest expense 4,239,380 4,124,992
------------ -----------
Net interest income 6,897,686 6,112,774
PROVISION FOR LOAN LOSSES 75,000 60,000
------------ -----------
Net interest income after
provision for loan losses 6,822,686 6,052,774
OTHER INCOME
Service charges on deposit accounts 757,466 634,339
Trust fees 413,750 351,000
Other 315,435 227,715
Securities (losses) gains (13,231) 295,029
------------ -----------
Total other income 1,473,420 1,508,083
OTHER EXPENSES
Salaries, wages and benefits 2,894,654 2,642,161
Occupancy--net 641,703 429,031
Furniture and equipment 263,562 234,000
Taxes, other than income and payroll 156,734 180,911
FDIC insurance 22,975 20,742
Other 2,749,254 2,530,524
------------ -----------
Total other expenses 6,728,882 6,037,369
------------ -----------
Income before income taxes 1,567,224 1,523,488
INCOME TAX EXPENSE 280,642 238,000
------------ -----------
NET INCOME $ 1,286,582 $ 1,285,488
============ ===========
NET INCOME PER SHARE $ 0.37 $ 0.37
DIVIDENDS PER SHARE $ 0.17 $ 0.1456
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 5
COBANCORP INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
Three months Ended March 31,
1997 1996
------------ ------------
OPERATING ACTIVITIES
<S> <C> <C>
Net income $ 1,286,582 $ 1,285,488
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 75,000 60,000
Provision for depreciation and amortization 653,010 477,466
Accretion of discounts on purchased loans 15,145 (14,469)
Amortization of premiums less accretion of
discounts on held-to-maturity investment securities 37,345 40,238
Amortization of premiums less accretion of
discounts on available-for-sale investment securities 11,136 (60,967)
Realized securities losses (gains) on available-for-sale securities 13,231 (295,029)
(Increase) in interest receivable (261,414) (544,253)
(Decrease) increase in interest payable (296,900) 608,729
Decrease (increase) in other assets 480,837 (6,626,810)
Increase in other liabilities 550,128 319,206
------------ ------------
Net Cash Provided By (Used In) Operating Activities 2,564,100 (4,750,401)
INVESTING AND LENDING ACTIVITIES
Proceeds from sales of available-for-sale
investment securities 19,021,446 19,869,045
Maturities of available-for-sale investment securities 1,485,928 855,420
Maturities of held-to-maturity investment securities 975,631 155,000
Purchases of available-for-sale investment securities (673,957) (83,941,810)
Purchase of Jefferson Savings Bank (5,531,006)
Net decrease in credit card receivables 206,722 230,963
Net (increase) in longer-term loans (14,818,672) (6,672,291)
Purchases of premises and equipment,
net of retirements (1,904,766) (2,489,370)
------------ ------------
Net Cash (Used In) Investing and Lending Activities (1,238,674) (71,993,043)
DEPOSIT AND FINANCING ACTIVITIES
Net (decrease) increase in demand deposits
and savings accounts (1,328,200) 68,902,918
Net increase in certificates of deposit 1,368,486 25,412,212
Net increase (decrease) in short-term funds 2,557,644 (1,084,729)
Net (decrease) in FHLB borrowings (500,000)
Net increase in advances from borrowers for taxes and insurance 101,880
Cash dividends (587,150) (517,074)
------------ ------------
Net Cash Provided By Deposit and Financing Activities 1,612,660 92,713,327
------------ ------------
Increase In Cash and Cash Equivalents 2,938,086 15,969,883
Cash and cash equivalents at beginning of period 34,855,395 29,511,296
------------ ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 37,793,481 $ 45,481,179
============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
<PAGE> 6
COBANCORP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1997
NOTE A -- ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the
accounts of CoBancorp Inc. (the "Corporation") and its wholly-owned
subsidiaries, PREMIERBank & Trust ("Premier") and Jefferson Savings Bank
("Jefferson"). All material intercompany accounts and transactions have been
eliminated.
BASIS OF PRESENTATION: The accompanying unaudited consolidated financial
statements have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q. Accordingly, they do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements. It is the opinion of Management that all adjustments necessary for a
fair presentation have been made and that all adjustments were of a normal
recurring nature.
CASH EQUIVALENTS: For purpose of the Statements of Cash Flows, cash equivalents
include amounts due from banks and federal funds sold. Generally, federal funds
are purchased and sold for periods of less than thirty days.
RECLASSIFICATIONS: Certain amounts in the 1996 consolidated financial statements
have been reclassified to conform to the 1997 presentation.
NOTE B -- ACQUISITIONS
On February 27, 1997, CoBancorp, Inc. acquired all of the outstanding shares of
Jefferson Savings Bank, an Ohio-chartered savings association located in
Jefferson, Ohio, for cash in the amount of $6,733,000, with additional
consideration of $649,000 attributable to certain favorable tax benefits
(confirmed by an I.R.S. Private Letter Ruling dated May 31, 1996). The
transaction was accounted for under the purchase method of accounting. The
preliminary purchase price allocation, which may be revised, resulted in a
write-up of assets to estimated fair value of approximately $2,500,000. It is
expected that an immaterial amount may be assigned to goodwill. Jefferson's
results of operations are included in CoBancorp's consolidated results of
operations since the date of acquisition. Pro forma results of operations have
not been presented because the effect of the acquisition is not material to the
consolidated results of operations. Jefferson, with assets of approximately $62
million, operates in three branch locations in Madison County, Ohio.
Jefferson remains a separate savings association subsidiary of CoBancorp.
NOTE C -- LOANS
The Corporation applies the provision of FASB Statement No. 114, "Accounting by
Creditors for Impairment of a Loan" (as amended by FASB Statement No. 118). At
March 31, 1997, and December 31, 1996, there were no loans that were considered
to be impaired under the Statement 114 criteria.
<PAGE> 7
COBANCORP INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
MARCH 31, 1997
NOTE D -- EARNINGS PER SHARE
In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings Per Share," which is required to be adopted on December 31, 1997.
At that time, the Corporation will be required to change the method currently
used to compute earnings per share and to restate all prior periods. Under the
new requirements for calculating basic earnings per share, the dilutive effect
of stock options will be excluded. The impact on basic and fully diluted
earnings per share, is not expected to be material for the first quarter ended
March 31, 1997 and 1996.
<PAGE> 8
COBANCORP INC. AND SUBSIDIARIES
MARCH 31, 1997
ITEM 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
The following discussion focuses on information about CoBancorp Inc.'s financial
condition and results of operations which is not otherwise apparent from the
consolidated financial statements attached. In connection with any forward
looking statements made by the Registrant, the following disclosure is made.
Actual results could differ materially from any such forward looking statements
for a variety of factors including sharp and/or rapid changes in interest rates,
significant changes in the economy, or significant changes in accounting, tax or
regulatory practices or requirements.
EARNINGS RESULTS Net income remained relatively constant with a slight increase
over the previous year. For the first three months of 1997, net income was
$1,287,000, compared to $1,285,000 for the same period in 1996. Earnings per
share were $0.37 for the first three months of 1997 and 1996, respectively. The
changes affecting net income are explained in detail in the following sections.
NET INTEREST INCOME The net interest margin on a fully taxable-equivalent basis
was 5.30 percent for the first three months of 1997, compared to 5.15 percent
one year ago. Net interest income for the first three months of 1997 amounted to
$7,322,000, up significantly from $6,666,000 for the comparable period in 1996.
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 $656,000, or 9.8
percent, is due primarily to an increase in interest-earning assets. This
increase was partially offset by an increase in interest-bearing liabilities.
The Corporation also benefited from an increase in the overall yield on earning
assets, while the cost on interest-bearing liabilities decreased slightly.
Average interest-earning assets were $550,261,000 and $514,723,000 for the first
three months of 1997 and 1996, respectively. Average interest-bearing
liabilities for the same periods were $479,181,000 and $445,355,000,
respectively.
The following table sets forth for the periods indicated a summary of the
changes in interest income and interest expense on a fully taxable-equivalent
basis resulting from changes in volume and changes in rates for the major
components of interest-earning assets and interest-bearing liabilities:
<PAGE> 9
AVERAGE CONSOLIDATED BALANCE SHEETS AND
SUMMARY OF NET INTEREST INCOME CHANGES
(RATE/VOLUME VARIANCE)
Three months ended 3/31/97 vs. 3/31/96
(in thousands of dollars)
<TABLE>
<CAPTION>
Change in
| interest income/expense due to
Avg. Bal. Current Avg. Bal. Old | --------------------------------------------
3/31/97 rate 3/31/96 rate | Volume Rate Both TOTAL
--------- ------- --------- ----- | ------ ---- ---- -----
|
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Taxable securities $120,538 6.62% $107,635 6.25% | $202 $100 $13 $315
Nontaxable securities 60,187 7.96% 76,319 8.18% | (330) (43) 9 (364)
Federal funds sold & s/t funds 3,641 4.89% 10,975 6.79% | (125) (51) 32 (144)
Taxable loans: |
Real estate loans 162,479 7.86% 138,621 8.05% | 443 (67) 24 400
Commercial loans 150,704 9.55% 134,237 9.37% | 346 62 17 425
Installment loans 46,137 9.98% 40,864 10.04% | 119 (6) 1 114
Overdrafts 981 0.00% 527 0.00% | 0 0 0 0
Quickline loans 223 17.94% 159 16.35% | 3 1 0 4
Credit card loans 3,079 43.75% 2,841 42.34% | 22 10 4 36
Nontaxable loans: |
IRBs 2,292 8.94% 2,545 10.49% | (7) (10) 1 (16)
-------- -------- |------ ------ ------ ------
Total interest-earning assets 550,261 8.42% 514,723 8.36% | 673 (4) 101 770
|
Noninterest-earning assets |
Cash and due from banks 32,447 34,073 |
Bank premises and equipment 19,427 12,433 |
Other assets 20,061 19,111 |
Less allowance for loan losses (4,336) (5,935) |
-------- -------- |
67,599 59,682 |
-------- -------- |
Total assets $617,860 $574,405 |
======== ======== |
|
Interest-bearing transaction accts: |
NOW/Advantage 50 70,187 1.60% 60,616 1.87% | 41 (40) (5) (4)
Savings accounts: |
Savings 141,142 2.21% 132,669 2.27% | 39 (19) (1) 19
IMMAs 19,967 1.98% 22,750 2.04% | (15) (3) 1 (17)
Index 15,930 4.85% 7,053 4.81% 104 1 0 105
Time deposits: |
Christmas/vacation club 699 4.01% 867 6.00% | (3) (4) 1 (6)
CD under $100,000 138,199 5.30% 127,337 5.48% | 128 (55) (2) 71
CD over $100,000 (regular) 13,500 5.24% 14,143 5.42% | (11) (6) 1 (16)
CD over $100,000 (public funds) 15,308 5.10% 24,072 5.48% | (122) (23) 6 (139)
IRAs 36,952 5.67% 33,756 5.34% | 37 28 3 68
|
Short-term borrowings: |
FHLB advances 1,167 5.49% 0 0.00% | 0 0 16 16
Repurchase agreements 1,947 4.73% 2,776 4.79% | (10) 0 -1 (11)
Fed funds purchased 4,206 5.78% 2,877 5.14% | 16 4 4 24
Notes payable TT&L 2,385 4.65% 1,702 5.35% | 9 (3) (1) 5
Sweep 17,593 1.71% 14,737 2.02% | 13 (11) (3) (1)
-------- -------- |------ ------ ------ ------
Total interest-bearing
liabilities 479,181 3.58% 445,355 3.71% | 226 (131) 19 114
|------ ------ ------ ------
Noninterest-bearing liabilities |
Demand deposits 78,396 68,601 |
Other liabilities 5,141 8,777 |
Shareholders' equity 55,142 51,672 |
-------- -------- |
Total liabilities and |
shareholders' equity $617,860 $574,405 |
======== ======== |
|
Net interest income 5.30% 5.15% | $447 $127 $82 $656
|============================================
YTD FTE net interest income (current year) $7,322
YTD FTE net interest income (prior year) 6,666
------
Change in FTE net interest income $656
======
</TABLE>
Note: Jefferson's average balances and interest income are included for one
month only. Presented on a fully taxable-equivalent basis, using year-to-date
average balances.
<PAGE> 10
NET NONINTEREST EXPENSES Total net noninterest expenses (total noninterest
expense less total noninterest income) were $5,255,000 for the first three
months of 1997, compared to $4,529,000 in the previous year, an increase of 16.0
percent. The increase in expenses is primarily the result of the acquisition of
Jefferson as well as the addition of several new offices of Premier in the
latter half of 1996. The increase in expenses has been partially offset by
increased income from service charges on deposit accounts, which were $757,000
in the first quarter of 1997, compared to $634,000 for the same period last
year. Securities transactions resulted in a $13,000 loss for the first three
months of 1997, compared to a gain of $295,000 for the same period in 1996.
Trust fees were up 17.9 percent in 1997 to $414,000, versus $351,000 for the
comparable period in 1996. For the first three months of 1997, salaries, wages
and benefits expense increased $252,000 over the same period for 1996. The
Jefferson acquisition accounts for approximately 20 percent of the increase,
while the balance is a combination of added staff for new offices and normal
salary adjustments.
Under the Deposit Insurance Act of 1996, the Corporation is assessed $.01296
annually for each $100 of its deposits insured by the FDIC in the Bank Insurance
Fund ("BIF"). Additionally, Premier and Jefferson have approximately $87 million
of deposits insured by the FDIC in the Savings Association Insurance Fund
(SAIF). During 1997, the annual assessment rate for SAIF-insured deposits will
be $0.0648 per $100.
LOANS AND ALLOWANCE FOR LOAN LOSSES At March 31,1997, and December 31, 1996,
there were no loans that were considered to be impaired under Statement 114. The
allowance for loan losses, therefore, included no allocation for such loans.
In determining the adequacy of the allowance for loan losses, management
evaluates past loan loss experience, present and anticipated economic conditions
and the credit worthiness of its borrowers. The allowance for loan losses is
increased by provisions charged against income and recoveries of loans
previously charged off. The allowance is decreased by loans that are determined
uncollectable by management and charged against the allowance.
Potential problem loans are those loans which are on the Bank's "watch list."
These loans are, or could become, nonperforming. This "watch list" is reviewed
monthly and adjusted for changing conditions. Loans on the watch list at March
31, 1997, totaled $7.2 million, or 2.0 percent of total outstanding loans.
<PAGE> 11
At March 31, 1997, the allowance for loan losses as a percentage of loans was
1.13 percent and 1.20 percent at December 31, 1996. The provision for loan
losses was $75,000 in the three months ended March 31, 1997, and $60,000 for the
three months ended March 31, 1996.
The following table contains information relative to loan loss experience for
the three months ended March 31, 1997, and the year ended December 31, 1996.
<TABLE>
<CAPTION>
Three months ended Year ended
March 31, 1997 December 31, 1996
($000) ($000)
-------------- -----------------
<S> <C> <C>
Allowance for loan losses at
beginning of period $4,092 $ 5,850
Jefferson allowance 501
Loans charged off:
Real estate 0 21
Installment 142 446
Credit card 35 82
Other 5 4
Commercial and collateral 2 163
------ -------
184 716
Recoveries on loans charged off:
Real estate 107 5
Installment 33 311
Credit card 4 22
Other 0 1
Commercial and collateral 21 395
------ -------
165 733
Net charge-offs (recoveries) 19 (17)
Provision for loan losses 75 (1,775)
------ -------
Allowance for loan losses at end of period
$4,649 $ 4,092
====== =======
Ratio of allowance for loan losses to total
loans at end of period 1.13% 1.20%
====== =======
</TABLE>
<PAGE> 12
NONPERFORMING LOANS Nonaccrual loans at March 31, 1997, totaled $3,092,000,
compared to $1,707,000 at December 31, 1996. This increase includes $1,165,000
in nonaccruing loans acquired with Jefferson. The category of accruing loans
past due 90 days or more totaled $155,000 at March 31, 1997 and $85,000 at
December 31, 1996. The balance in the allowance for loan losses was $4,649,000
at March 31, 1997 compared to $4,092,000 at December 31, 1996.
Except for installment and credit cards, loans on which interest and/or
principal is 90 days or more past due are placed on nonaccrual status and any
previously accrued but uncollected interest is reversed from income. Such loans
remain on a cash basis for recognition of income until both interest and
principal are current. Installment and credit card loans past due greater than
120 days are charged off and previously accrued but uncollected interest is
reversed from income.
The following table summarizes nonaccrual and past due loans (in thousands of
dollars).
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
($000) ($000)
-------------- -----------------
<S> <C> <C>
Accruing loans past due 90 days or more as
to principal or interest:
Loans secured by real estate $ 115 $ 0
Commercial and industrial 8 0
Loans to individuals 32 85
------ ------
$ 155 $ 85
====== ======
Nonaccrual loans:
Loans secured by real estate $2,903 $1,537
Commercial and industrial 185 170
Loans to individuals 4 0
------ ------
$3,092 $1,707
====== ======
</TABLE>
<PAGE> 13
CAPITAL At March 31 1997, Premier's and CoBancorp's risk-based capital ratios
based on Federal Reserve Board guidelines were as follows:
<TABLE>
<CAPTION>
Well-
PREMIERBank CoBancorp capitalized
& Trust Inc. minimums
----------- --------- -----------
<S> <C> <C> <C>
Tier 1 "core" capital to risk-weighted assets 10.99 % 12.21 % 6.00 %
Total capital to risk-weighted assets 12.09 % 13.35 % 10.00 %
Tier 1 leverage ratio 7.04 % 8.16 % 5.00 %
</TABLE>
These ratios substantially exceed the minimums which are in effect for banks and
bank holding companies, and also exceed the percentages required to be
considered "well-capitalized".
At March 31, 1997, Jefferson Savings' regulatory capital ratios based on the
Office of Thrift Supervision requirements were as follows:
<TABLE>
<CAPTION>
Well-
Jefferson Required capitalized
Savings Minimums Minimums
--------- -------- -----------
<S> <C> <C>
Tangible Capital 11.89% 1.50% n/a
Tier 1 "core" capital to risk-weighted assets 20.43% n/a 6.00%
Core Capital 11.89% 3.00% 5.00%
Risk-based capital to risk weighted assets 21.68% 8.00% 10.00%
</TABLE>
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) Exhibits:
11 Earnings per Share
27 Financial Data Schedule
(b) The registrant filed a Form 8-K relative to the acquisition of
Jefferson Savings Bank on March 13, 1997.
<PAGE> 14
COBANCORP INC. AND SUBSIDIARIES
MARCH 31, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COBANCORP INC.
(Registrant)
/s/ Timothy W. Esson
Timothy W. Esson
Executive Vice President and
Chief Financial Officer
May 15, 1997
<PAGE> 1
COBANCORP INC. AND SUBSIDIARIES
EXHIBIT (11)--STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
<TABLE>
<CAPTION>
Three Months Ended March 31
------------------------------
1997 1996
---------- ----------
<S> <C> <C>
Primary:
Average shares outstanding 3,453,824 3,447,160
Net effect of dilutive stock options--
based on the treasury stock method
using average market price 35,866 28,900
---------- ----------
Total shares 3,489,690 3,476,060
========== ==========
Net income $1,286,582 $1,285,488
========== ==========
Net income per share $ 0.37 $ 0.37
========== ==========
Fully diluted:
Average shares outstanding 3,453,824 3,447,160
Net effect of dilutive stock options--
based on the treasury stock method
the higher of average market price
or ending market price 42,028 28,900
---------- ----------
Total shares 3,495,852 3,476,060
========== ==========
Net income $1,286,582 $1,286,582
========== ==========
Net income per share $ 0.37 $ 0.37
========== ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS OF COBANCORP INC. AND SUBSIDIARIES AS OF MARCH 31,
1997, AND THE RELATED STATEMENTS OF INCOME, CASH FLOWS AND SHAREHOLDERS' EQUITY
FOR THE QUARTER THEN ENDED 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-31-1996
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 35,855
<INT-BEARING-DEPOSITS> 1,938
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0
0
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</TABLE>
