<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
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: 0-18187
BANKERS CORP.
______________________________________________________
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-3257724
________________________________________________________________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
210 SMITH STREET, PERTH AMBOY, NEW JERSEY 08861
________________________________________________
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 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
____ ____
SHARES OUTSTANDING ON August 13, 1996
COMMON STOCK, $.01 PAR VALUE - 12,378,184 SHARES
Page 1 of 14
Exhibit Index appears on page 11
<PAGE>
<PAGE> 2
BANKERS CORP.
INDEX TO FORM 10-Q
PART I. FINANCIAL INFORMATION PAGE
Item 1. Financial Statements
Consolidated Statements of Condition at June 30, 1996
and December 31, 1995 (Unaudited). . . . . . . . . . . . . 3
Consolidated Statements of Income for the Three and
Six Months Ended June 30, 1996 and 1995 (Unaudited). . . . 4
Consolidated Statements of Changes in Stockholders' Equity
for the Six Months Ended June 30, 1996 (Unaudited) . . . . 5
Consolidated Statements of Cash Flows for the Six
Months Ended June 30, 1996 and 1995 (Unaudited). . . . . . 6
Notes to Unaudited Consolidated Financial Statements . . . 7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations. . . . . . . 7
PART II. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . 11
SIGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . 12
<PAGE>
<PAGE> 3
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Condition
(In Thousands)
At
June, 30 December 31,
1996 1995
<S> <C> <C>
Assets: (unaudited)
Cash on hand and due from banks. . . . . . . . . . . . . . $ 15,794 $ 23,337
Securities available for sale. . . . . . . . . . . . . . . 33,714 0
Investment securities, held to maturity, estimated
market value of $41,818 and $67,735 at June 30,
1996 and December 31, 1995, respectively . . . . . . . 41,707 66,831
Mortgage and asset-backed securities, held to maturity,
estimated market value of $448,911 and $463,116
at June 30, 1996 and Dec. 31, 1995, respectively . . . 448,803 460,574
Loans net of unearned income and premiums. . . . . . . . . 1,635,924 1,321,396
Less: Allowance for loan losses. . . . . . . . . . . . 7,318 8,137
___________ ___________
Net loans . . . . . . . . . . . . . . . . . . . . 1,628,606 1,313,259
Banking premises, furniture and equipment, net . . . . . . 11,138 11,357
Accrued interest receivable. . . . . . . . . . . . . . . . 15,169 13,090
Intangible assets, net of accumulated amortization of
$8,330 and $7,931 at June 30, 1996 and December 31,
1995, respectively . . . . . . . . . . . . . . . . . . 3,711 4,110
Other Real Estate Owned, net (OREO). . . . . . . . . . . . 6,089 6,057
Other assets . . . . . . . . . . . . . . . . . . . . . . . 3,812 3,300
___________ ___________
Total assets. . . . . . . . . . . . . . . . . . . 2,208,543 1,901,915
___________ ___________
___________ ___________
Liabilities and Stockholders' Equity:
Due to depositors:
Interest bearing. . . . . . . . . . . . . . . . . . . . 1,592,139 1,581,094
Non-interest bearing. . . . . . . . . . . . . . . . . . 47,611 50,160
__________ ____________
Total deposits . . . . . . . . . . . . . . . . . . 1,639,750 1,631,254
Short-term borrowings . . . . . . . . . . . . . . . . . . . 360,750 67,245
Mortgage escrow deposits. . . . . . . . . . . . . . . . . . 12,354 10,078
Income taxes payable. . . . . . . . . . . . . . . . . . . . 221 869
Other liabilities. .. . . . . . . . . . . . . . . . . . . . 10,676 5,531
___________ ___________
Total liabilities. . . . . . . . . . . . . . . . . $2,023,751 $1,714,977
___________ ___________
Stockholders' equity:
Preferred stock, authorized 10,000,000 shares
None issued
Common stock, par value $.01: 20,000,000 shares
authorized, 14,269,200 shares issued . . . . . . . 143 143
Additional paid-in capital . . . . . . . . . . . . 101,138 101,138
Retained earnings . . . . . . . . . . . . . . . . . . . . . 109,505 101,592
Less:
Unallocated Common stock held by the ESOP . . . . . . . 421 621
Common stock in treasury, at cost: 1,870,709
shares and 1,347,043 shares, respectively. . . . . 24,704 15,314
Net unrealized losses on securities available
for sale, net of tax . . . . . . . . . . . . . . . 869 0
___________ ___________
Total stockholders' equity. . . . . . . . . 184,792 186,938
___________ ___________
Total liabilities and stockholders' equity . . . . $2,208,543 $1,901,915
___________ ___________
___________ ___________
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Three Months Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
(Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Interest income:
Real estate loans. . . . . . . . . . .$26,908 $22,655 $51,122 $44,244
Other loans. . . . . . . . . . . . . . 1,129 1,260 2,290 2,482
Mortgage and asset-backed securities . 7,340 6,365 14,825 12,917
Investment securities-taxable. . . . . 1,402 1,464 2,916 2,982
Municipals-nontaxable. . . . . . . . . 15 15 30 30
Short term investments . . . . . . . . 73 55 73 55
Federal funds sold . . . . . . . . . . 28 71 49 91
_______ _______ _______ _______
Total interest income . . . . . . . 36,895 31,885 71,305 62,801
_______ _______ _______ _______
Interest expense:
Interest on deposits . . . . . . . . . 18,168 17,278 36,769 32,550
Short-term borrowings. . . . . . . . . 3,296 927 4,094 2,189
_______ _______ _______ _______
Total interest expense. . . . . . . 21,464 18,205 40,863 34,739
_______ _______ _______ _______
Net interest income . . . . . . . . . . 15,431 13,680 30,442 28,062
Provision for loan losses . . . . . . . 1,250 1,000 2,150 2,000
_______ _______ _______ _______
Net interest income after provision
for loan losses. . . . . . . . . . . . 14,181 12,680 28,292 26,062
_______ _______ _______ _______
Other income:
Fees and service charges . . . . . . . 483 519 966 1,086
Gains (losses) on securities
transactions . . . . . . . . . . . . 0 0 0 (10)
Gains(losses) on loans . . . . . . . . 5 0 10 1
Other income . . . . . . . . . . . . . 41 57 80 111
_______ _______ _______ _______
Total other income. . . . . . . . . 529 576 1,056 1,188
_______ _______ _______ _______
Other expense:
Salaries and employee benefits . . . . 2,254 2,177 4,516 4,421
Occupancy expense. . . . . . . . . . . 674 661 1,401 1,400
FDIC insurance premium . . . . . . . . 348 816 696 1,631
Amortization of intangibles. . . . . . 199 234 399 469
Net losses and expenses on OREO. . . . 157 162 387 487
Other operating expense. . . . . . . . 1,486 1,167 2,657 2,288
________ _______ _______ _______
Total other expenses. . . . . . . . 5,118 5,217 10,056 10,696
________ _______ _______ _______
Income before income tax expense. . . . 9,592 8,039 19,292 16,554
Income tax expense. . . . . . . . . . . 3,453 2,890 6,947 5,953
________ _______ _______ _______
Net income. . . . . . . . . . . . . . . $ 6,139 $ 5,149 $12,345 $10,601
________ _______ _______ _______
________ _______ _______ _______
Primary earnings per share. . . . . . .$ 0.48 $ 0.39 $ 0.95 $ 0.80
Fully diluted earnings per share. . . . 0.48 0.39 0.95 0.80
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<PAGE> 5
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders' Equity
Six Months Ended June 30, 1996
(Unaudited)
(In Thousands)
Net Unrealized
Unallocated Losses on Total
Additional Common Securities Stock-
Common Paid-In Retained Stock Held Treasury Available Holders'
Stock Capital Earnings by the ESOP Stock For Sale Equity
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at Dec. 31, 1995 $143 $101,138 $101,592 $ (621) $(15,314) $ 0 $186,938
Net Income --- --- 12,345 --- --- --- 12,345
Cash Dividends --- --- (3,782) --- --- --- (3,782)
Exercise of Stock Options --- --- (650) --- 912 --- 262
Treasury Stock acquired, net --- --- --- --- (10,302) --- (10,302)
Allocation of ESOP shares --- --- --- 200 --- --- 200
Increase in unrealized losses
on securities available for
sale, net of tax --- --- --- --- --- (869) (869)
______________________________________________________________________________________________________________________
Balance at June 30, 1996 $143 $101,138 $109,505 $ (421) $(24,704) $ (869) $184,792
______________________________________________________________________________________________________________________
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<PAGE> 6
<TABLE>
<CAPTION>
BANKERS CORP AND SUBSIDIARY
Consolidated Statements of Cash Flows
Six Months Ended June 30, 1996 and 1995
(In Thousands)
1996 1995
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,345 $ 10,601
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation. . . . . . . . . . . . . . . . . . . . . . . 501 592
Provision for loan losses . . . . . . . . . . . . . . . . 2,150 2,000
Provision for uncollectible interest receivable . . . . . 1,134 1,511
Net amortization of deferred fees, discounts
and premiums on loans. . . . . . . . . . . . . . . . . . 135 244
Origination of loans available for sale . . . . . . . . . (1,226) (583)
Proceeds from sale of loans available for sale. . . . . . 588 459
Net gains on sale of loans available for sale . . . . . . (10) (1)
Net accretion of premiums and discounts
on securities. . . . . . . . . . . . . . . . . . . . . . (84) (587)
Net losses on the sale of securities available for sale . 0 10
Net decrease in OREO from sales and losses. . . . . . . . 4,081 3,673
Amortization of ESOP & MRPs . . . . . . . . . . . . . . . 200 283
Amortization of intangibles . . . . . . . . . . . . . . . 399 469
Increase in accrued interest receivable . . . . . . . . . (3,213) (2,196)
(Increase) decrease in other assets . . . . . . . . . . . (3) 1,249
Increase in mortgage escrow deposits. . . . . . . . . . . 2,276 1,207
Increase (decrease)in other liabilities &
income taxes payable. . . . . . . . . . . . . . . . . . 4,319 (345)
_______ _______
Net cash provided by operating activities. . . . . . . 23,592 18,586
_______ _______
Cash flows from investing activities:
Purchase of loans . . . . . . . . . . . . . . . . . . . . (381,408) (85,088)
Net decrease in loans . . . . . . . . . . . . . . . . . . 60,312 20,554
Purchase of mortgage & asset-backed securities
held to maturity . . . . . . . . . . . . . . . . . . . . (51,215) (21,090)
Principal payments of mortgage & asset-backed securities. 63,093 25,312
Purchase of investment securities held to maturity. . . . (1,991) (4,925)
Proceeds from maturities and calls of investment
securities held to maturity . . . . . . . . . . . . . . 27,100 11,167
Purchase of securities available for sale . . . . . . . . (35,099) (1,929)
Proceeds from sale of securities available for sale . . . 0 1,919
Banking premises, furniture & equipment expenditures. . . (282) (210)
________ _______
Net cash used in investing activities. . . . . . . . . (319,490) (54,290)
________ ________
Cash flows from financing activities:
Treasury stock purchases. . . . . . . . . . . . . . . . . (10,302) (819)
Net increase (decrease) in demand and savings deposits. . 29,043 (7,720)
Net (decrease) increase in time deposits. . . . . . . . . (20,547) 111,520
Net increase (decrease) in short-term borrowings. . . . . 293,505 (64,571)
Dividends paid. . . . . . . . . . . . . . . . . . . . . . (3,606) (3,092)
Exercise of stock options, net. . . . . . . . . . . . . . 262 68
________ _______
Net cash provided by financing activities . . . . . . . . 288,355 35,386
________ _______
(Decrease)increase in cash and cash equivalents . . . . . (7,543) (318)
Cash and cash equivalents at beginning of year. . . . . . 23,337 18,460
________ ________
Cash and cash equivalents at end of period. . . . . . . . $ 15,794 $ 18,142
________ ________
________ ________
Cash paid during the year for:
Interest. . . . . . . . . . . . . . . . . . . . . . . . . 39,291 34,678
Income taxes. . . . . . . . . . . . . . . . . . . . . . . 7,595 5,461
Supplemental schedule of noncash investing and financing
activities:
Real estate acquired in settlement of loans . . . . . . . 4,112 4,398
Loans held to maturity reclassified as loans available
for sale . . . . . . . . . . . . . . . . . . . . . . . . 607 0
See accompanying notes to unaudited consolidated financial statements.
</TABLE>
<PAGE>
<PAGE> 7
BANKERS CORP AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
----------------------------------------------------
Basis of Presentation
- ---------------------
The accompanying unaudited consolidated financial statements include the
accounts of Bankers Corp. (the Corporation) and its wholly-owned subsidiary
Bankers Savings (the Bank) and its inactive wholly-owned subsidiary, PASI
Development, Incorporated. All inter-company balances and transactions have
been eliminated in the consolidated financial statements. These financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
For further information refer to the financial statements and notes for the
year ended December 31, 1995 included in the Form 10-K, as filed with the
SEC. In the opinion of management, all adjustments (consisting of only
normal recurring accruals) necessary for a fair presentation have been included.
The results of operations for the six months ended June 30, 1996 are not
necessarily indicative of results that may be expected for the entire fiscal
year ended December 31, 1996.
Primary and fully diluted earnings per share for the three and six month periods
in 1996 and 1995 were calculated by dividing net earnings by weighted average
shares of common stock and common stock equivalents using the treasury stock
method. Stock options are regarded as common stock equivalents and are
therefore considered in both primary and fully diluted earnings per share
calculations.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
Financial Condition
- -------------------
During the second quarter of 1996, the Bank was presented with the
opportunity to purchase packages of high quality adjustable rate mortgage loans
primarily with under one year to reset indexed to the one year constant maturity
treasury (CMT). These loans had little to no California concentration. Also,
during this quarter, adjustable mortgage loans came back in favor due to the
backup of fixed rate mortgage loans. With these opportunities, a decision
was made to leverage the Bank through short-term borrowings.
Total assets increased during the first six months of 1996 by $306.6 million or
16.1% to $2.209 billion.
Total loans during the first six months of 1996 increased $314.5 million or
23.8% to $1.636 billion at June 30, 1996. The increase in loans came from the
purchase of adjustable rate mortgage loan purchases totaling $381.4 million
for the first six months of 1996.
During the first quarter of 1996, the Bank purchased, as available for sale,
U.S. Treasury Notes of $35.1 million. There were no securities available for
sale at December 31, 1995.
Total mortgage and asset-backed securities decreased by $11.8 million or 2.6% to
$448.8 million at June 30, 1996.
Total deposits excluding escrow deposits increased by $8.5 million or .52%
to $1.640 billion at June 30, 1996.
<PAGE>
<PAGE> 8
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
The short-term borrowings comprised of federal funds purchased and securities
sold under agreements to repurchase increased by $293.5 million or 436.5% to
$360.8 million at June 30, 1996.
Results of Operations
- ---------------------
Bankers Corp. net income for the three and six month periods ended
June 30, 1996, compared to the same periods a year ago, increased $990,000 and
$1.7 million respectively. Earnings per share (EPS)on a fully diluted basis
increased 23.1% to $0.48 for the second quarter of 1996 compared with $0.39
for the second quarter of 1995. The increase in EPS was due to an increase
in earnings and partially the result of treasury stock purchases of
approximately 600,600 shares, during the past six months, under the
Corporation's last repurchase plan.
Total interest income increased by $5.0 million or 15.7% and $8.5 million or
13.5% for the three and six month periods ended June 30, 1996, respectively,
compared to the same periods a year ago. This increase was primarily due to the
growth of earning assets.
Total interest expense increased $3.3 million or 17.9% and $6.1 million or 17.6%
for the periods ended June 30, 1996, respectively, compared to the same periods
a year ago. Interest expense on deposits for the three and six month periods
ended June 30, 1996 increased by $890,000 or 5.2% and $4.2 million or 13.0%,
respectively, compared to the same periods last year. This increase was
primarily due to an increase in deposits. Interest expense on borrowing for
the three and six month periods ended June 30, 1996 increased $2.4 million or
255.6% and $1.9 million or 87.0% compared to the same periods last year.
Net interest income increased by $1.8 million or 12.8% and $2.4 million or 8.5%
for the three and six months ended June 30, 1996, respectively, compared to the
same periods last year. The increase in net interest income for the three and
six month periods was primarily due to the growth in earning assets partially
offset by a decrease in the interest rate spread.
Gains on the sale of loans increased $5,000 and $9,000, respectively, for the
three and six month periods ended June 30, 1996, compared to the three and six
month periods ended June 30, 1995. Fees, service charges and other income
decreased $52,000 or 9.0% and $151,000 or 12.6% for the three and six month
periods ended June 30, 1996 compared to the same period last year. The
decrease in fees, service charges and other income is primarily due to a
reduction of commissions received on mortgage life and disability insurance
along with a reduction of service charges on demand deposit accounts and NOW
accounts.
Total other expenses for the three and six month periods ending June 30, 1996
decreased $99,000 or 1.9% and $640,000 or 6.0%, respectively, compared to the
same period a year ago. The FDIC insurance premium for the three and six month
periods ended June 30, 1996 decreased $468,000 or 57.4% and $935,000 or 57.3%,
respectively, compared to the same periods in 1995. The decrease in the FDIC
insurance premium resulted from a reduced insurance premium on our deposits
insured under the FDIC's Bank Insurance Fund, ("BIF") from 23 basis points to 0
basis points. The premium paid on our deposits insured under the FDIC's Savings
Association Fund ("SAIF") remained at 23 basis points. The SAIF deposits
represent approximately 37% of total deposits at June 30, 1996. Amortization of
intangibles for the three and six month periods ended June 30, 1996,
respectively, decreased $35,000 or 15.0% and $70,000 or 14.9% compared to the
same periods last year. Net losses and expenses on OREO decreased $100,000 or
20.5% for the six month period ended June 30, 1996 compared to the same period
last year. Salaries and employee benefits for the three and six month
periods ended June 30, 1996 increased $77,000 or 3.5% and $95,000 or 2.1%,
respectively, compared to the same periods last year.
<PAGE> 9
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
Non-Performing Assets
- ---------------------
Non-performing assets which include non-accrual loans, loans past due 90 days or
more and still accruing, and other real estate owned decreased to $29.3 million
during the last twelve months reflecting a decrease of $6.6 million or 18.4%
compared to $35.9 million at June 30, 1995.
The following table sets forth information with respect to certain
non-performing assets for the quarters ended June 30, 1995 through
June 30, 1996:
<TABLE>
<CAPTION>
(In Thousands)
At
June 30, Mar. 31, Dec. 31, Sept.30, June 30,
1996 1996 1995 1995 1995
________ ________ _______ _______ _______
<S> <C> <C> <C> <C> <C>
Non-accrual loans . . . . . . . . . . . . $20,774 $23,062 $24,947 $25,603 $27,283
Loans 90 days or more past due and still
accruing . . . . . . . . . . . . . . . . 2,411 2,050 1,446 1,708 3,165
_______ _______ _______ _______ _______
Total non-performing loans. . . . . . . 23,185 25,112 26,393 27,311 30,448
_______ _______ _______ _______ _______
Other real estate owned . . . . . . . . . 6,607 5,761 6,407 6,745 5,757
Less allowance for other real estate
owned. . . . . . . . . . . . . . . . . 518 507 350 241 321
_______ _______ _______ _______ _______
Total other real estate owned . . . . . 6,089 5,254 6,057 6,504 5,436
_______ _______ _______ _______ _______
Total non-performing assets . . . . . . $29,274 $30,366 $32,450 $33,815 $35,884
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
Non-performing assets to total assets . . 1.33% 1.59% 1.71% 1.80% 1.99%
Non-performing loans to total loans . . . 1.42% 1.88% 2.00% 2.08% 2.37%
</TABLE>
The following table provides a further breakdown of Bankers Savings
non-performing loans by type of property securing the loan for the quarters
ended June 30, 1995 through June 30, 1996.
<TABLE>
<CAPTION>
(In Thousands)
At
June 30, Mar. 31, Dec. 31, Sept. 30, June 30,
1996 1996 1995 1995 1995
________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C>
Mortgage and Home Equity Loans:
1-4 Family residential. . . . . . . $21,758 $22,819 $23,455 $24,453 $26,533
Construction. . . . . . . . . . . . 596 822 578 563 563
Commercial and multi-family . . . . 810 1,439 2,326 2,278 3,336
Consumer and other loans. . . . . . . 21 32 34 17 16
_______ _______ _______ _______ _______
Total non-performing loans. . . . . $23,185 $25,112 $26,393 $27,311 $30,448
_______ _______ _______ _______ _______
_______ _______ _______ _______ _______
</TABLE>
Non-performing loans are primarily secured by 1-4 family residential properties
which represent $21.8 million or 93.8% of the total at June 30, 1996. The
remainder of the non-performing loans include $647,000 and $163,000 of
loans secured by multi-family dwellings and non-residential properties,
respectively, $596,000 in construction loans and $21,000 in consumer loans.
Non-performing loans at June 30, 1996 secured by real estate totaled 213 loans
for an average balance of $109,000.
Liquidity and Capital Resources
- -------------------------------
The Bank's liquidity is a measure of its ability to fund loans, withdrawals
of deposits, and other cash out flows in a cost-effective manner. The Bank's
principal sources of funds are deposits, scheduled amortization and prepayments
of loans and mortgage-backed securities, sales of loans available for sale,
borrowings, maturities of investment securities and short-term investments
and other funds provided by operations. While
<PAGE> 10
Management's Discussion and Analysis of
Financial Condition and Results of Operations (cont'd)
------------------------------------------------------
scheduled loan payments and maturing investments are a relatively predictable
source of funds, deposit flows and loan prepayments are greatly influenced by
general interest rates, economic conditions and competition.
The most significant sources of funds for the first six months of 1996 and 1995
were the return of principal on mortgage loans and mortgage-backed securities
due to loan prepayments. Other significant sources of funds during 1996 were the
net increase in short-term borrowings, the proceeds from maturities and calls of
investment securities held to maturity, and the net increase in demand and
savings deposits. Other significant sources of funds during 1995 were the net
increase in time deposits.
The primary uses of funds during the first six months of 1996 and 1995 were the
origination and purchase of mortgage loans and mortgage-backed securities held
to maturity. Other significant uses of funds during 1996 were the purchase of
securities available for sale, a net decrease in time deposits and the
purchase of treasury stock. Other significant uses of funds during 1995 were
the net decrease in short-term borrowings and a net decrease in demand and
savings deposits.
The Bank anticipates that it will have sufficient funds to meet its unused home
equity lines and loan commitments totaling $74.8 million at June 30, 1996.
Certificates of deposit maturing within one year or less totaled $745.4 million.
Management believes that a significant portion of such deposits will remain with
the Bank.
Early in 1996, Bankers Corp reactivated the repurchase program with the
repurchase of up to one million shares of common stock of the company. At
June 30, 1996, the remaining shares to be purchased were approximately 399,400.
Stockholders' equity during the first six months of 1996 decreased by $2.1
million to $184.8 million primarily due to the retention of earnings offset by
treasury stock repurchases aggregating $3.2 million and the $869,000 increase in
unrealized losses on securities available for sale. The capital ratios of
Bankers Corp and Bankers Savings, its wholly owned subsidiary, are comfortably
in excess of those required by all regulatory authorities.
The following table sets forth the capital ratios of Bankers Corp. on a
consolidated basis, Bankers Savings and the current regulatory minimum
requirements at June 30, 1996.
<TABLE>
<CAPTION>
Bankers Bankers Minimum
Corp. Savings Requirement
<S> <C> <C> <C>
Risk Based Capital Ratio:
Tier 1 (core) 16.99% 16.86% 4.00%
Total 17.26% 17.13% 8.00%
Leverage Ratio 8.90% 8.82% 3.00%
</TABLE>
<PAGE>
<PAGE> 11
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
The Corporation is not engaged in any legal proceedings of a
material nature at the present time. From time to time, the
Bank is a party to legal proceedings within the normal course of
business wherein it enforces its security interest in investment,
and loans made by it.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to Vote of Security Holders
-------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
a) Exhibits
The following exhibits are filed as part of this report.
Exhibit Exhibit
Number Index
------ -------
3.1 Certificates of Incorporation of Bankers Corp.
as amended is incorporated herein and by reference to
Annex A of the Registrant's Proxy Statement for its
1995 Annual Meeting of Stockholders held on
April 28, 1995 and filed with the SEC on March 28, 1995.
3.2 By-Laws of Bankers Corp.
incorporated herein and by reference to this document from the
previously filed exhibits to the Form 10-Q for the period ending
March 31, 1995, filed on May 15, 1995.
4.0 Stock Certificate of Bankers Corp.
incorporated herein and by reference to this document from
the previously filed exhibits to the Annual Report on Form
10-K for the year ended December 31, 1995.
11.0 Computation of earnings per share (filed herewith). Page 13
27.0 Financial Data Schedule (filed herewith). Page 14
b) There were no reports on Form 8-K filed during the six months
ended June 30, 1996.
<PAGE>
<PAGE> 12
SIGNATURE
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.
BANKERS CORP.
_______________________________
Registrant
DATE: August 13, 1996 /s/Joseph P. Gemmell
_________________________________
Joseph P. Gemmell
Chairman of the Board, President
and Chief Executive Officer
DATE: August 13, 1996 /s/Howard S. Garfield, II
_________________________________
Howard S. Garfield, II
Senior Vice President
and Chief Financial Officer
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
Bankers Corp.
Computation of Earnings Per Share
Three Months Ended Six Months Ended
June 30, June 30,
-----------------------------------------
(in thousands, except per share data) 1996 1995 1996 1995
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 12,560 12,899 12,731 12,899
Net effect of the assumed exercise of
stock options-based on the treasury
stock method using average market
price 252 324 256 322
------ ------ ------ ------
Total 12,812 13,223 12,987 13,221
====== ====== ====== ======
Net income $6,139 $5,149 $12,345 $10,601
Net income per share $0.48 $0.39 $0.95 $0.80
Fully Diluted:
Average shares outstanding 12,560 12,899 12,731 12,899
Net effect of the assumed exercise of
stock options-based on treasury
stock method using average market price
or period-end market price, whichever
is higher 254 324 259 330
------ ------ ------ ------
Total 12,814 13,223 12,990 13,229
====== ====== ====== ======
Net income $6,139 $5,149 $12,345 $10,601
Net income per share $0.48 $0.39 $0.95 $0.80
</TABLE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 9
<LEGEND>
This legend contains summary information extracted from the Form 10-Q and
is qualified in its entirety by reference to such financial statements.
</LEGEND>
<CIK> 0000857450
<NAME> BANKERS CORP.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 15,794
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 33,714
<INVESTMENTS-CARRYING> 490,510
<INVESTMENTS-MARKET> 490,729
<LOANS> 1,635,924
<ALLOWANCE> 7,318
<TOTAL-ASSETS> 2,208,543
<DEPOSITS> 1,639,750
<SHORT-TERM> 360,750
<LIABILITIES-OTHER> 23,251
<LONG-TERM> 0
0
0
<COMMON> 143
<OTHER-SE> 184,649
<TOTAL-LIABILITIES-AND-EQUITY> 2,208,543
<INTEREST-LOAN> 53,412
<INTEREST-INVEST> 17,844
<INTEREST-OTHER> 49
<INTEREST-TOTAL> 71,305
<INTEREST-DEPOSIT> 36,796
<INTEREST-EXPENSE> 40,863
<INTEREST-INCOME-NET> 30,442
<LOAN-LOSSES> 2,150
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 10,056
<INCOME-PRETAX> 19,292
<INCOME-PRE-EXTRAORDINARY> 19,292
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,345
<EPS-PRIMARY> 0.95
<EPS-DILUTED> 0.95
<YIELD-ACTUAL> 0
<LOANS-NON> 20,774
<LOANS-PAST> 2,411
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 8,137
<CHARGE-OFFS> 3,138
<RECOVERIES> 169
<ALLOWANCE-CLOSE> 7,318
<ALLOWANCE-DOMESTIC> 7,318
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
