0000037076-95-000086.txt : 19950808 0000037076-95-000086.hdr.sgml : 19950808 ACCESSION NUMBER: 0000037076-95-000086 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950807 SROS: NASD SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTAR CORP /WI/ CENTRAL INDEX KEY: 0000037076 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 390711710 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 002-28711 FILM NUMBER: 95559457 BUSINESS ADDRESS: STREET 1: 777 E WISCONSIN AVE CITY: MILWAUKEE STATE: WI ZIP: 53202 BUSINESS PHONE: 4147654321 MAIL ADDRESS: STREET 1: 777 EAST WISCONSIN AVENUE CITY: MILWAUKEE STATE: WI ZIP: 53202 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN CORP DATE OF NAME CHANGE: 19890124 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WISCONSIN BANKSHARES CORP DATE OF NAME CHANGE: 19750204 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED JUNE 30, 1995 COMMISSION FILE NUMBER 1-2981 FIRSTAR CORPORATION (Exact Name of Registrant as Specified in its Charter) WISCONSIN 39-0711710 (State of Incorporation) (I.R.S. EMPLOYER Identification No.) 777 East Wisconsin Avenue, Milwaukee, Wisconsin 53202 Telephone Number (414) 765-4985 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 precedeing 12 months and (2) has been subject to such filing requirements for the past 90 days. As of July 31, 1995, 76,583,209 shares of common stock were outstanding. FIRSTAR CORPORATION CONTENTS PAGE PART I. FINANCIAL INFORMATION Item 1. Financial Statements: Consolidated Balance Sheets 1 Consolidated Statements of Income 2 Consolidated Statements of Cash Flows 3 Supplemental Footnotes 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 8 Additional Financial Data 15 PART II. OTHER INFORMATION Item 5. Other Information 17 Item 6. Exhibits and Reports on Form 8-K 17 SIGNATURES 17
FIRSTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ------------------------------------------------------------------------------------------------ June 30 December 31 June 30 (thousands of dollars) 1995 1994 1994 ------------------------------------------------------ ------------ ------------ ------------ (unaudited) (unaudited) ASSETS Cash and due from banks $ 953,824 $ 1,092,114 $ 1,028,889 Interest-bearing deposits with banks 6,342 33,532 21,632 Federal funds sold and resale agreements 258,943 351,304 240,071 Trading securities 17,929 29,050 19,346 Securities held to maturity (market value $4,186,277 $3,636,897 and $3,320,824 on June 30, 1995, December 31, 1994 and June 30, 1994) 4,122,251 3,750,897 3,357,994 Securities available for sale 80,878 222,719 176,527 Loans: Commercial and industrial 3,169,201 2,944,565 2,696,758 Real estate 2,889,442 2,801,759 2,579,539 Other 957,295 963,883 949,750 ------------ ------------ ------------ Commercial loans 7,015,938 6,710,207 6,226,047 Credit card 544,423 575,278 505,577 Real estate - mortgage 2,621,853 2,382,857 2,311,531 Home equity 887,948 767,540 690,629 Other 1,413,269 1,469,946 1,451,069 ------------ ------------ ------------ Consumer loans 5,467,493 5,195,621 4,958,806 ------------ ------------ ------------ Total loans 12,483,431 11,905,828 11,184,853 Reserve for loan losses (199,423) (190,552) (191,935) ------------ ------------ ------------ Loans - net 12,284,008 11,715,276 10,992,918 Bank premises and equipment 345,485 335,078 310,161 Customer acceptance liability 30,072 13,466 17,426 Other assets 472,114 450,770 460,534 ------------ ------------ ------------ Total assets $ 18,571,846 $ 17,994,206 $ 16,625,498 ============ ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Demand $ 2,893,599 $ 3,113,103 $ 2,772,983 Interest-bearing demand 1,556,554 1,714,368 1,618,790 Money market accounts 2,005,050 2,086,665 1,998,615 Savings passbook 1,750,815 1,822,836 1,888,478 Certificates of deposit 5,401,863 4,672,243 4,354,774 ------------ ------------ ------------ Total deposits 13,607,881 13,409,215 12,633,640 Short-term borrowed funds 2,530,321 2,196,478 1,806,488 Other debt 595,846 573,545 492,429 Bank acceptances outstanding 30,072 13,466 17,426 Other liabilities 266,567 288,817 251,008 ------------ ------------ ------------ Total liabilities 17,030,687 16,481,521 15,200,991 Stockholders' equity: Preferred stock 19,110 26,979 27,441 Common stock 96,196 96,465 94,628 Issued: June 30, 1995, 76,956,450 shares Issued: December 31, 1994, 77,171,835 shares Issued: June 30, 1994, 75,702,271 shares Capital surplus 215,199 230,453 213,698 Retained earnings 1,212,124 1,172,062 1,098,932 Treasury stock (2,600) (10,669) (7,582) Held: June 30, 1995, 478,653 shares Held: December 31, 1994, 792,303 shares Held: June 30, 1994, 697,611 shares Restricted stock (571) (1,551) (1,744) Unrealized losses on securities available for sale 1,701 (1,054) (866) ------------ ------------ ------------ Total stockholders' equity 1,541,159 1,512,685 1,424,507 ------------ ------------ ------------ Total liabilities and stockholders' equity $ 18,571,846 $ 17,994,206 $ 16,625,498 ============ ============ ============ -1-
FIRSTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME -------------------------------------------------------------------------------------------- Three Months Ended Six Months Ended June 30 June 30 (thousands of dollars, except per share data) 1995 1994 1995 1994 --------------------------------------------- ---------------------- ---------------------- (unaudited) (unaudited) INTEREST REVENUE Loans $ 271,246 $ 220,648 $ 529,966 $ 427,967 Securities 64,186 46,575 124,036 92,046 Interest-bearing deposits with banks 241 257 659 581 Federal funds sold and resale agreements 3,163 2,004 6,130 3,766 Trading securities 246 298 464 537 ---------- ---------- ---------- ---------- Total interest revenue 339,082 269,782 661,255 524,897 INTEREST EXPENSE Deposits 113,706 75,408 216,956 146,267 Short-term borrowed funds 35,378 14,266 65,763 24,324 Other debt 10,889 6,993 20,902 13,583 ---------- ---------- ---------- ---------- Total interest expense 159,973 96,667 303,621 184,174 ---------- ---------- ---------- ---------- NET INTEREST REVENUE 179,109 173,115 357,634 340,723 Provision for loan losses 9,987 2,877 23,123 6,552 ---------- ---------- ---------- ---------- NET INTEREST REVENUE AFTER LOAN LOSS PROVISION 169,122 170,238 334,511 334,171 OTHER OPERATING REVENUE Trust and investment management fees 32,433 30,234 64,117 61,072 Service charges on deposit accounts 20,028 20,671 39,785 41,172 Credit card service revenue 14,817 13,574 28,772 25,944 Data processing fees 4,597 5,322 9,516 10,380 Securities (losses) gains (378) 26 (6,061) 675 Other revenue 25,118 25,514 48,701 51,302 ---------- ---------- ---------- ---------- Total other operating revenue 96,615 95,341 184,830 190,545 OTHER OPERATING EXPENSE Salaries 82,203 77,759 163,296 154,699 Employee benefits 19,325 17,635 38,738 36,402 Equipment expense 14,950 12,881 28,820 26,426 Net occupancy expense 14,418 13,504 28,951 27,334 Net other real estate revenue 195 (223) (148) (422) Restructuring expense 3,155 0 23,151 0 Processing loss 0 22,000 0 22,000 Other expense 49,763 49,161 100,957 94,798 ---------- ---------- ---------- ---------- Total other operating expense 184,009 192,717 383,765 361,237 INCOME BEFORE INCOME TAXES 81,728 72,862 135,576 163,479 Applicable income taxes 27,946 23,306 45,509 53,785 ---------- ---------- ---------- ---------- NET INCOME $ 53,782 $ 49,556 $ 90,067 $ 109,694 ========== ========== ========== ========== Net income applicable to common stock $ 53,383 $ 48,995 $ 89,120 $ 108,572 ========== ========== ========== ========== PER COMMON SHARE Net income $.70 $.65 $1.17 $1.45 Dividends .34 .30 .64 .56 -2-
FIRSTAR CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------------------------------------------------------------------------ Six Months Ended June 30 (thousands of dollars) 1995 1994 ------------------------------------------------------------------------------------------------------ (unaudited) Cash Flows from Operating Activities: Net Income $ 90,067 $ 109,694 Adjustments: Provision for loan losses 23,123 6,552 Depreciation, amortization, and accretion 21,931 22,947 Net decrease (increase) in trading securities 11,121 (6,855) Net (increase) decrease in loans held for resale (99,413) 217,926 (Losses) gains on sale of assets 7,960 (3,300) Increase in other assets (28,146) (38,933) (Decrease) increase in other liabilities (19,130) 28,939 Other net 3,038 (2,658) ------------- ------------- Net cash provided by operating activities 10,551 334,312 Cash Flows from Investing Activities: Net decrease in federal funds sold and resale agreements 92,361 51,861 Net decrease in interest-bearing deposits with banks 27,190 40,801 Purchase of securities available for sale (4,801) 0 Sale of securities available for sale 238,370 22,364 Maturities of securities available for sale 91,738 7,300 Maturities of securities held to maturity 422,050 490,316 Purchase of securities held to maturity (914,013) (639,848) Net increase in loans (485,782) (508,208) Cash acquired in acquisitions 294 4,600 Proceeds from sale of other real estate 7,834 10,581 Purchase of bank premises and equipment (28,338) (24,138) Proceeds from sale of bank premises and equipment 1,093 291 ------------- ------------- Net cash used in investing activities (552,004) (544,080) Cash Flows from Financing Activities: Net increase (decrease) in deposits 124,738 (679,598) Net increase in short-term borrowed funds 331,070 612,734 Issuance of long-term debt 35,260 41,217 Repayment of long-term debt (11,802) (9,259) Redemption of preferred stock (8,350) Common stock transactions (18,506) (2,303) Cash dividends (49,247) (40,792) ------------- ------------- Net cash provided by (used in) financing activities 403,163 (78,001) Net decrease in cash and due from banks (138,290) (287,769) Cash and due from banks at beginning of period 1,092,114 1,316,658 ------------- ------------- Cash and due from banks at end of period $ 953,824 $ 1,028,889 ============= ============= Supplemental disclosures of cash flow information: Cash paid during the period for: Interest $ 290,253 $ 183,083 Income taxes 56,372 71,049 Transfer to other real estate from loans $ 4,882 $ 6,922 -3-
FIRSTAR CORPORATION AND SUBSIDIARIES SUPPLEMENTAL FOOTNOTES (unaudited) ----------------------------------------------------- (thousands of dollars except as otherwise indicated) 1. The financial data presented herein are unaudited, but in the opinion of management, reflect all adjustments which are necessary for a fair presentation of such information. Results for interim periods should not be considered indicative of results for a full year. Reference should be made to the financial statements contained in the registrant's annual report on Form 10-K/A for the year ended December 31, 1994. 2. Mergers and Acquisitions On January 31, 1995, Firstar Corporation completed its merger with First Colonial Bankshares Corporation, a $1.8 billion bank holding company operating in the Chicago metro area. The transaction was accounted for as a pooling of interests. The total number of shares of Firstar common stock issued was 7,700,767 shares. All financial information has been restated to reflect this transaction. On March 31, 1995, Firstar Corporation completed its acquisition of First Moline Financial Corporation, an $86 million thrift holding company operating in Moline, Illinois. The transaction was accounted for as a purchase with the issuance of 313,650 shares of Firstar common stock. On April 28, 1995, Firstar Corporation completed the acquisition of Investors Bank Corp., a $1.1 billion thrift company operating in the Minneapolis/St. Paul metro area. The transaction was accounted for as a pooling of interests through the issuance of 3,006,923 shares of Firstar common stock. All financial information has been restated to reflect this transaction. 3. Securities The amortized cost and approximate market values of securities held to maturity are as follows:
June 30, 1995 ------------------------------------------------- Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ----------- ---------- ------------ ---------- Securities held to maturity: U.S. Treasury and federal agencies $ 1,770,908 $ 38,504 $ (13,972)$ 1,795,440 Mortgage backed obligations of federal agencies 1,135,033 32,844 (2,207) 1,165,670 State and political subdivisions 1,051,247 15,921 (6,993) 1,060,175 Corporate debt 30,257 57 (128) 30,186 Equity securities 58,860 0 0 58,860 Other 75,946 0 0 75,946 ----------- ---------- ------------ ---------- Total $ 4,122,251 $ 87,326 $ (23,300)$ 4,186,277 =========== ========== ============ ========== Securities available for sale: U.S. Treasury and federal agencies $ 65,189 $ 2,546 $ (31)$ 67,704 Mortgage backed obligations of federal agencies 6,044 128 (22) 6,150 State and political subdivisions 6,943 76 (47) 6,972 Corporate debt 52 0 0 52 ----------- ---------- ------------ ---------- Total $ 78,228 $ 2,750 $ (100)$ 80,878 =========== ========== ============ ==========
-4- FIRSTAR CORPORATION AND SUBSIDIARIES SUPPLEMENTAL FOOTNOTES (unaudited) ---------------------------- ----------------------- 4. Nonperforming Assets and Past Due Loans
June 30 December 31 June 30 1995 1994 1994 ---------- ------------ ---------- Nonaccrual loans: Commercial $ 26,748 $ 29,710 $ 45,043 Commercial - real estate 43,994 28,993 24,186 Consumer 13,819 9,831 9,217 ---------- ------------ ---------- 84,561 68,534 78,446 Renegotiated loans: Commercial 41 71 79 Commercial - real estate 1,610 674 644 ---------- ------------ ---------- 1,651 745 723 Other real estate 7,526 13,282 17,804 ---------- ------------ ---------- Total $ 93,738 $ 82,561 $ 96,973 ========== ============ ========== Nonperforming assets as a percent of: Loans and other real estate 0.75 % 0.69 % 0.87 % Total assets 0.50 0.46 0.58 Loans past due 90 days and still accruing Commercial $ 8,733 $ 7,432 $ 9,101 Commercial - eeal estate 13,513 3,760 19,878 Consumer 16,861 15,709 13,546 ---------- ------------ ---------- Total $ 39,107 $ 26,901 $ 42,525 ========== ============ ==========
4. Reserve for Loan Losses
Six Months Ended June 30 ------------------------ 1995 1994 ------------ ---------- Balance - beginning of period As previously reported $ 172,606 $ 174,873 Adjustments for pooling of interests 17,946 14,841 ------------ ---------- Balance - as restated 190,552 189,714 Provision for loan losses 23,123 6,552 Loan recoveries 8,482 9,475 Loan charge-offs (23,599) (15,017) Reserves of acquired banks 865 1,211 ------------ ---------- Balance - end of period $ 199,423 $ 191,935 ============ ========== Net charge-offs to average loans .25 % .10 % Reserve to period-end loans 1.60 1.72
Firstar adopted Financial Accounting Standards Board Statements Nos. 114 and 118, Accounting by Creditors for Impairment of a Loan on January 1, 1995. These statements establish procedures for determining the appropriate reserve for loan losses for loans deemed impaired. The calculation of reserve levels is based upon the discounted present value of expected cash flows received from the debtor or other measures of value such as market prices or collateral values. Firstar has identified $70.7 million of loans considered to be impaired. Income recognition for these loans is limited to actual cash receipts. These statements did not have any impact on the current level of the reserve for loan losses and is not expected to effect 1995 operating results. -5- FIRSTAR CORPORATION AND SUBSIDIARIES SUPPLEMENTAL FOOTNOTES (unaudited) ---------------------------- ----------------------- 6. Firstar adopted Financial Accounting Standards Board Statement No. 122, Accounting for Mortgage Servicing Rights. This statement requires that separate assets be recognized for the rights to service mortgage loans for others whether those servicing rights are purchased or related to loans originated by the company. Firstar established an asset of $1.5 million in the second quarter of 1995 representing the cost of mortgage servicing rights originated during the first half of 1995. This asset, along with purchased mortgage servicing rights is amortized as an expense in relation to the servicing revenue expected to be earned. 7. Changes in Stockholders' Equity
Three Months Ended Six Months Ended June 30 June 30 ----------------------- ------------------------ 1995 1994 1995 1994 ----------- ---------- ------------ ---------- Balance - beginning of period As previously reported $ 1,463,965 $ 1,348,477 $ 1,459,822 $ 1,312,161 Adjustments for pooling of interests 51,866 49,917 52,863 47,153 ----------- ---------- ------------ ---------- Balance - as restated $ 1,515,831 $ 1,398,394 1512685 1359314 Net income 53,782 49,556 90067 109694 Common stock issued 4,089 1,217 7959 4836 Common stock retired (281) 0 (24,688) 0 Preferred stock converted (278) (275) (278) (1,475) Preferred stock redemption (8,350) 0 (8,350) 0 Treasury stock issued 0 0 9,276 0 Treasury stock purchased 0 (2,008) 0 (4,548) Restricted stock transactions 898 92 980 (409) Change in unrealized gains(losses) on 1,808 (732) 2,755 (1,966) securities available for sale Dividends - common stock (25,941) (21,176) (48,300) (39,817) - preferred stock (399) (561) (947) (1,122) ----------------------- ------------------------ Balance - end of period $ 1,541,159 $ 1,424,507 $ 1,541,159 $ 1,424,507 ======================= ========================
-6- FIRSTAR CORPORATION AND SUBSIDIARIES SUPPLEMENTAL FOOTNOTES (unaudited) ---------------------------- ----------------------- 8. Derivative Financial Instruments The following table summarizes the various types of interest rate contracts that Firstar uses for the purpose of managing interest rate risk as of June 30, 1995.
June 30, 1995 ------------------------------------------------------------- Market 12-31-94 Average Average Weighted Value Notional Notional Receive Pay Average Asset Amount Amount Rate Rate Maturity (Liability) --------- --------- ----------- ---------- ------------ ---------- (millions) Interest rate swaps Receive fixed rate Index amortizing $ 290 $ 290 5.40 % 6.17 % 2.9 yr $ (5.3) Other 75 75 6.98 7.35 0.7 (0.1) Receive variable 76 57 6.09 6.63 1.4 (1.7) Periodic caps* 930 480 4.81 5.79 2.1 (2.4) Interest rate floors** 301 501 5.06 6.1 Interest rate caps** 80 25 5.95 0.1 --------- --------- ---------- $ 1,752 $ 1,428 $ (3.3) ========= ========= ========== * Periodic caps interest rate swaps with a notional value of $450 million were terminated in June 1995. Additionally, another $250 million of these swaps were terminated in July 1995. **Interest rate floors and caps provide for the receipt of payments when the index interest rate is below or above the predetermined interest rate. <\TABLE. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Firstar Corporation reported net income for the six months ended June 30, 1995 of $90.1 million, or $1.17 per common share, down from $109.7 million, or $1.45 per common share, for the same period last year. Return on common equity was 12.01% for the first six months of the year, compared with 15.97% for the same period last year, while return on assets was 1.01% compared to 1.38% during the same period last year. Net income for the second quarter totaled $53.8 million, or $.70 per common share, up from $49.6 million or $.65 per common share for the same quarter of 1994. Return on common equity was 14.19% in the second quarter of 1995 compared to 14.15% for the comparible 1994 period. Return on assets was 1.19% compared with 1.22% in the same period last year. Table 1 shows the components of net interest revenue, net income and net interest margin.
Table 1. Condensed income statements - taxable equivalent basis Three Months Ended June 30 Six Months Ended June 30 ---------------------------- ---------------------------------------- 1995 1994 Change 1995 1994 Change ------ --------- --------- ------------ ------------ ------------ (millions of dollars) (millions of dollars) Interest revenue $ 339.1 $ 269.8 $ 69.3 $ 661.3 $ 525.0 $ 136.3 Taxable-equivalent adjustment 8.0 8.7 (0.7) 16.4 17.0 (0.6) ------ --------- --------- ------------ ------------ ------------ Interest revenue - taxable-equivalent 347.1 278.5 68.6 677.7 542.0 135.7 Interest expense 160.0 96.6 63.4 303.6 184.2 119.4 ------ --------- --------- ------------ ------------ ------------ Net interest revenue - taxable-equivalent 187.1 181.9 5.2 374.1 357.8 16.3 Provision for loan losses 10.0 2.9 7.1 23.1 6.6 16.5 Other operating revenue 96.6 95.3 1.3 184.8 190.5 (5.7) Other operating expense 184.0 192.7 (8.7) 383.8 361.2 22.6 ------ --------- --------- ------------ ------------ ------------ Income before income taxes 89.7 81.6 8.1 152.0 180.5 (28.5) Provision for income taxes 27.9 23.3 4.6 45.5 53.8 (8.3) Taxable-equivalent adjustment 8.0 8.7 (0.7) 16.4 17.0 (0.6) ------ --------- --------- ------------ ------------ ------------ Net income $ 53.8 $ 49.6 $ 4.2 $ 90.1 $ 109.7 $ (19.6) ====== ========= ========= ============ ============ ============ Yield on earning assets 8.33 % 7.57 % 0.76 8.28 % 7.50 % 0.78 % Cost of interest-bearing liabilities 4.70 3.29 1.41 4.57 3.21 1.36 ------ --------- --------- ------------ ------------ ------------ Interest spread 3.63 4.28 (0.65) 3.71 4.29 (0.58) Impact of interest-free funds 0.86 0.66 0.20 0.86 0.66 0.20 ------ --------- --------- ------------ ------------ ------------ Net interest margin 4.49 % 4.94 % (0.45) 4.57 % 4.95 % (0.38)% ====== ========= ========= ============ ============ ============
In the first six months of 1995 certain merger and restructuring charges were taken in connection with four completed acquisitions. These expenses totaled $43.0 million pre-tax and reduced net income by $27.6 million, or 36 cents per share as shown in Table 2.
Table 2. Acquisition related restructuring costs Three Six Months Months Ended Ended 6-30-95 6-30-95 --------- --------- (thousands of dollars) Additional loan loss provisions $ 4,818 $ 13,612 Losses on sales of securities 554 6,263 Restructuring expenses: Employee severence 1,501 11,899 Facilities and equipment 1,476 4,801 Professional fees 36 2,531 Other 142 3,920 --------- --------- 3,155 23,151 --------- --------- Total pre-tax costs 8,527 43,026 Income tax benefit 3,083 15,393 --------- --------- Total $ 5,444 $ 27,633 ========= ========= Per common share impact $ 0.07 $ 0.36
-8- Additional loan loss provisions of $13.6 million were taken to increase the new acquisitions' loan loss reserve levels to conform with Firstar's policy. Also, securities not compatible with Firstar's investment policy were sold with a resulting loss of $6.3 million. These funds, totaling $146 million, were redeployed in the securities portfolio with a resulting increase in the net yield which will recover the realized loss within one year. Acquisition related restructuring charges totaling $23.2 million are included in operating expenses. Included in this charge was $11.9 million of costs associated with the severance of approximately 500 employees, $4.8 million related with office closings and write-off of unusable equipment, $2.5 million of professional fees and $3.9 million of other costs associated with the mergers. The restructuring charge of $23.2 million consists of $17.3 million in anticipated cash expenditures and $5.9 million of non-cash asset write-downs. Substantially all of the cash expenditures associated with these charges should be made by the end of 1995. Net interest revenue during the first six months of 1995, on a taxable equivalent basis, was $374.1 million which was $16.3 million, or 4.6%, above the level of the same period last year. The net interest margin was 4.57% during the first six months compared to 4.95% a year earlier. The increase in net interest revenue was attributable to the higher average earning asset balances, up 13.2% from a year earlier, partially offset by the reduced net interest margin. The margin has been compressed as a result of increasing costs of fund sources not being met by similar increases in earning asset rates. Table 3 shows the components of interest revenue and expense along with changes related to volumes and rates. Total interest revenue on a taxable-equivalent basis increased by 25% to $677.7 million during the first six months of 1995 compared to the same period last year. This resulted from a 13.2% increase in average earning assets, along with higher interest rates. The rate received on earning assets increased from 7.50% in the first six months of 1994 to 8.28% in the same period in 1995. Loan revenue increased $102.1 million, or 23.7%, in the first six months of 1995 compared to the same period last year. The increased loan balances, up 11.5% from the same period last year, along with higher rates, accounted for the increase in revenue. Interest revenue from commercial loans increased $62.6 million due to both higher balances and rates. Interest revenue from consumer loans increased $39.5 million due to both higher balances and rates. Total interest expense was $303.6 million during the first six months in 1995, an increase of $119.4 million, or nearly 65%, from the same period last year. Interest rates on liabilities increased from 3.21% in 1994 to 4.57% in 1995, which was a major factor in the increase of expense. Expense on total deposits increased $70.7 million, or 48.3%, in the first six months of 1995 compared to the same period last year, due primarily to higher interest rates. Interest paid on short-term borrowed funds increased by $41.4 million, or 170.4%, due to both higher average balances and rates. Net cash flows of off-balance sheet derivative instruments used to manage interest rate risk reduced net interest revenue by $6.7 million and net interest margin by .08% during the first six months of 1995. This compares to an increase in net interest revenue of $3.2 million and an increase in net interest margin of .05% in the same period of 1994. Using a most likely interest rate scenario, it is expected that derivative financial instruments will result in a reduction of net interest margin of approximately .04% during the next twelve months. -9- Table 3. Analysis of interest revenue and expense
Six Months Ended June 30 -------------------------------------------------------------- Interest Total Due to -------------------- -------------------------- 1995 1994 Change Volume Rate --------- --------- ------------ ------------ ------------ (thousands of dollars) Interest-bearing deposits with banks $ 659 $ 581 $ 78 $ (24)$ 102 Federal funds sold and resale agreements 6,130 3,766 2,364 7 2,357 Trading securities 565 686 (121) (153) 32 Securities 136,876 105,542 31,334 22,103 9,232 Commercial loans 301,121 238,525 62,596 28,297 34,299 Consumer loans 232,357 192,854 39,503 23,959 15,543 --------- --------- ------------ Total loans 533,478 431,379 102,099 52,308 49,790 --------- --------- ------------ Total interest revenue 677,708 541,954 135,754 75,802 59,952 Interest-bearing demand 13,728 10,356 3,372 (406) 3,778 Money market accounts 41,492 24,425 17,067 1,093 17,763 Savings passbook 23,765 21,411 2,354 (1,050) 3,404 Certificates of deposit 137,971 90,075 47,896 19,798 24,355 --------- --------- ------------ Total deposits 216,956 146,267 70,689 13,187 57,502 Short-term borrowed funds 65,763 24,324 41,439 19,928 21,511 Long-term debt 20,902 13,583 7,319 3,279 4,040 --------- --------- ------------ Total interest expense 303,621 184,174 119,447 32,240 87,207 --------- --------- ------------ Net interest revenue $ 374,087 $ 357,780 $ 16,307 48,968 (32,661) ========= ========= ============ Calculations are computed on a taxable-equivalent basis using a tax rate of 35%. The change attributable to both volume and rate has been allocated proportionately to the changes due to volume and rate.
The provision for loan losses of $23.1 million was $16.6 million higher than last year. As discussed previously, $13.6 million of this increase was a merger related adjustment to loan loss reserve levels. Net charge-offs for the first six months were at a level of .25% of average outstanding loans compared to .10% a year earlier. Charge-off levels for the first half of 1994 were unusually low and the current periods' level of .25% is consistent with recent experience. The reserve for loan losses represented 1.60% of total loans at June 30, 1995 the same level as at year-end and down from 1.72% a year earlier. Nonperforming assets were $93.7 million at June 30, 1995, which amounted to .75% of total loans and other real estate. This was a $11.2 million increase from the December 31, 1994 level which was .69% of total loans and other real estate. Nonperforming assets have gone up in part due to the application of Firstar's credit review policies to the loan portfolios of the recently acquired banks. Nonperforming real estate related assets increased $10.2 million. Commercial nonperforming loans decreased $3.0 million and consumer nonperforming loans increased $4.0 million. Real estate related nonperforming assets represent the major portion of the nonperforming portfolio, with the balance at June 30, 1995 of $53.1 million, or 56.7%, of total nonperforming assets. Commercial nonperforming assets currently represent $26.8 million, or 28.6% of the nonperforming portfolio. Other operating revenue, excluding securities gains and losses, increased by less than 1% to a level of $190.9 million in the first six months of 1995 compared to the same period last year. Firstar continues to emphasize growth in non-interest revenue although recent growth trends have been lower than previously experienced. Firstar's broad customer base provides opportunities for expanded revenues as the marketplace looks to financial institutions for services beyond traditional lending and deposit activities. Table 4 shows the composition of other operating revenue. -10-
Table 4. Other operating revenue Six Months Ended June 30, 1995 ---------------------------------------- 1995 1994 Change ------------ ------------ ------------ (thousands of dollars) Trust and investment management fees $ 64,117 $ 61,072 5.0 % Service charges on deposit accounts 39,785 41,172 (3.4) Credit card service revenue 28,772 25,944 10.9 Mortgage loan servicing 11,888 10,688 11.2 Mortgage loan origination 5,396 11,029 (51.1) Data processing fees 9,516 10,380 (8.3) Insurance revenue 5,615 4,927 14.0 Brokerage revenue 4,277 5,485 (22.0) International fees 2,897 2,780 4.2 Foreign exchange gains 1,130 961 17.6 ATM fees 2,574 2,422 6.3 Safe deposit fees 2,136 2,004 6.6 Trading securities gains (losses) 1,220 (513) Other 11,568 11,519 0.4 ------------ ------------ Subotal 190,891 189,870 0.5 Securities (losses) gains (6,061) 675 Total ------------ ------------ $ 184,830 $ 190,545 (3.0)% ============ ============
Other operating revenue represents 34% of Firstar's revenue. An industry measure of fee revenue prominence is the ratio of this revenue stream to average assets. During the first six months of 1995, this ratio was 2.14% compared to 2.38% during the same period last year. While fee revenue increased, the effect of the larger 11.8% growth in average assets is shown in the reduction of this ratio to 2.14% during the first six months of 1995. Trust and investment management fees are the single largest source of fee revenue, contributing $64.1 million, or 35%, of other operating revenue. This level represents a 5% growth in revenue during the first six months of 1995 compared to the same period last year. Trust assets under management were $16.8 billion on June 30, 1995, a 9.5% increase from the year-end level. Additionally, assets held in custody rose by 22.8% to a level of $47.4 million. Revenue from service charges on deposit accounts at $39.8 million for the first six months of 1995 was 3.4% lower than last year. This reduction was primarily due to higher rate credits given to business customers for services, thus reducing the level of cash payments necessary. Credit card service revenues are the third largest source of fee revenue totaling $28.8 million during the first six months of 1995, which was a 10.9% increase over the same period last year. The introduction of new credit card products, increased merchant fee revenue and the repricing of service charges have all added to this revenue growth. Revenue from mortgage loan origination activities decreased 51.1% to $5.4 million during the first six months of 1995 compared to the same period last year, due to substantially reduced refinancing activity resulting from higher interest rates. Mortgage loan servicing revenues have increased to a level of $11.9 million, representing an 11% increase over the first six months of 1994. Included in servicing revenue were gains on the sale of servicing rights of $3.9 million in 1995 and $3.6 million in 1994. Data processing fee income declined 8.3% in the first six months of 1995 from the same period last year. A shrinking customer base due to continuing bank consolidations through mergers or acquisitions and conversions by smaller community banks to in-house data processing systems have acted to reduce revenues. The remaining sources of other operating revenue derive from a wide range of services and collectively increased by $99,000, or .3%, exclusive of trading and securities transactions, in the first six months of 1995 compared to the same period last year. -11- Other operating expense increased to a level of $383.8 million. Excluding the acquisition related restructuring charges taken in the first six months of this year and the check kiting loss in 1994, expenses increased 6.3%. Personnel costs rose by 5.7% to a level of $202 million due in part to a bank acquisition that occurred late in 1994. Nonpersonnel costs, excluding the restructuring charges in 1995 and the check kiting loss in 1994, increased 7.1%. The check kiting loss reduced earnings per share by $.17 in 1994. Net occupancy expense increased $1.6 million, or 5.9% in the first six months of 1995 compared to the same period last year. The increase was due to a bank acquisition late in 1994 and the acceleration of depreciation on leasehold improvements to match the remaining lease terms. Equipment expense increased $2.4 million, or 9.1% during the first six months of 1995 compared to the same period last year. The efficiency ratio, which is the ratio of expense to revenue was 63.83% in the first six months of 1995 compared to 61.94% a year earlier. Firstar has announced a corporate-wide restructuring program with a goal of reaching a 55% efficiency ratio in 1997. To reach a 55% efficiency ratio would require either a $100 million reduction in expenses or a $180 million increase in revenue or some combination of both expense reduction and revenue increases on an annual basis. The restructuring program is expected to be implemented over the next 18 months during which period charges for restructuring related expenses, which could be substantial, will be made. The detail of other expense is shown in table 5.
Table 5. Other operating expense Six Months Ended June 30, 1995 ---------------------------------------- 1995 1994 Change ------------ ------------ ------------ (thousands of dollars) Salaries $ 163,296 $ 154,699 5.6 % Employee benefits 38,738 36,402 6.4 ------------ ------------ Total personnel expense 202,034 191,101 5.7 Net occupancy expense 28,951 27,334 5.9 Equipment expense 28,820 26,426 9.1 Business development 13,822 12,380 11.6 F.D.I.C. insurance 14,706 14,234 3.3 Stationery and supplies 9,869 9,183 7.5 Delivery 9,228 7,625 21.0 Professional fees 9,497 7,622 24.6 Information processing expense 10,171 9,876 3.0 Amortization of intangibles 5,845 5,708 2.4 Employee education/recruiting 4,448 3,850 15.5 Federal Reserve processing fees 2,420 2,547 (5.0) Commissions and service fees 3,344 3,152 6.1 Wire communication 3,476 4,170 (16.6) Processing and other losses 2,177 1,769 23.1 Credit card assessment fees 2,194 1,990 10.3 Net other real estate income (148) (422) (64.9) Published information 1,184 1,317 (10.1) Insurance 1,040 850 22.4 Other 7,536 8,525 (11.6) Check Kiting Loss 22,000 Restructuring charges 23,151 0 ------------ ------------ Total nonpersonnel expense 181,731 170,136 6.8 ------------ ------------ Total other operating expense $ 383,765 $ 361,237 6.2 % ============ ============
Total assets on June 30, 1995 were $18.6 billion, an increase of $1.9 billion, or 11.7%, from the same time last year. Without the effect of the acquisitions, the year-to-year increase would be 8.8%. -12- Earning assets totaled $17.0 billion on June 30, 1995, an increase of $2.0 billion, or 13.1%, over June 30, 1994. Loans, the largest category of earning assets, represented 73.6% of earning assets as compared to 74.6% a year earlier. Total loans were $12.5 billion on June 30, 1995, an increase of $1.6 billion, or 14.6%, over the 1994 level, which excludes loans which have been securitized and held in the investment portfolio. Firstar securitized $330 million of residential mortgages near the end of 1994. Commercial loans, which account for 56% of the loan portfolio, increased by $790 million, or 12.7%, to $7.0 billion on June 30, 1995. Consumer loans totaled $5.5 billion, an increase of $839 million, or 16.9% compared to the same time last year, adjusted for the securitization. Credit card loans increased $38.8 million, or 7.7% over June 30, 1994. Residential mortgages increased $640 million, or 27.7% over the same period last year adjusted for the effect of the securitization. Recent mortgage loan originations have been retained in the corporate portfolio rather than being sold into the secondary market, contributing to this increase in balances. Short-term investments, which include interest-bearing deposits with banks, trading account securities, and federal funds sold and resale agreements, totaled $283.2 million on June 30, 1995, an increase of $2.2 million, or .8%, from a year earlier. Securities represent 24.8% of earning assets. They totaled $4.2 billion on June 30, 1995, an increase of $338.6 million, or 9.6%, over last year, adjusted for securitization. The average maturity of the portfolio was 3.8 years at the end of June. Fund sources, consisting of deposits and borrowed funds, increased by $1.8 billion, or 12.1%, to $16.7 billion on June 30, 1995. Total deposits were $13.6 billion, an increase of $974 million, or 7.7% over a year earlier. Approximately one-half of the increase in deposits was due to a bank acquisition that occurred late in 1994. Core deposits, which include transaction accounts and other stable time deposits, are Firstar's prime source of funding. These deposits equaled $12.7 billion on June 30, 1995, in increase of $524.8 million, or 4.3% from last year due entirely to bank acquisitions. Increased competition for consumer deposits and heightened consumer sensitivity to interest rates have limited Firstar's core deposit growth. Increased emphasis will be placed on generating more core deposits in 1995 through competitive pricing of deposit products. More reliance was placed on purchased fund sources to support the growth in loan balances. Other time deposits, primarily certificates of deposit over $100,000, increased $302.5 million, or 61.3% from last year. Short-term borrowed funds were increased $723.8 million, or 40.1% to a level of $2.5 billion in the same period. In addition, Federal Home Loan Bank Notes increased $116.3 million, or 36.4% to a level of $435.3 million in the same period. Stockholders' equity totaled $1,541.2 million at the end of the second quarter, an increase of $28.5 million from the level at year-end and $116.7 million over last year. Total equity as a percent of total assets amounted to 8.30% at June 30, 1995. Under risk-based capital rules, total capital at June 30, 1995 was 12.61% of risk-adjusted assets. A summary of capital components and ratios is shown in table 6. -13-
Table 6. Capital components and ratios June 30 December 31 June 30 1995 1994 1994 ------------ ------------ ------------ (thousands of dollars) Risk-based capital: Stockholders' equity $ 1,541,159 $ 1,512,685 $ 1,424,507 Unrealized (gains) losses on securities available for sale (1,710) 1,054 866 Minority interest in subsidiaries 2,868 2,920 2,435 Less goodwill (109,080) (107,967) (109,889) ------------ ------------ ------------ Total Tier I capital 1,433,237 1,408,692 1,317,919 Allowable reserve for loan losses 164,234 156,426 147,334 Allowable long-term debt 54,336 79,705 79,974 ------------ ------------ ------------ Total Tier II capital 218,570 236,131 227,308 ------------ ------------ ------------ Total capital $ 1,651,807 $ 1,644,823 $ 1,545,227 ============ ============ ============ Risk-adjusted assets $ 13,103,508 $ 12,479,987 $ 11,742,117 Tier I capital to risk-adjusted assets 10.94 % 11.29 % 11.22 % Total capital to risk-adjusted assets 12.61 13.18 13.16 Tier I leverage ratio 7.93 8.15 8.16
The Board of Directors declared a quarterly dividend to common stockholders of 34 cents per share which is payable August 15 to shareholders of record July 31. Additionally the Board, in July, 1995, authorized the repurchase of up to 3.5 million shares of Firstar's common stock. The timing of repurchases will be subject to price, market conditions and other factors. Firstar will be incurring additional indebtedness in the form of a revolving bank credit line and/or a medium term public note offering. These borrowings are needed in the near term to fund certain commitments for such items as stock repurchases, repayment of outstanding indebtedness, extensions of credit to subsidiaries and other general corporate purposes. -14-
FIRSTAR CORPORATION AND SUBSIDIARIES ADDITIONAL FINANCIAL DATA (unaudited) -------------------------------------------------------------------------------------------------- Selected Financial Data (thousands of dollars, except per share) Quarter ended June 30 Six Months ended June 30 --------------------- ------------------------------ 1995 1994 1995 1994 --------------------- ------------------------------ Earnings and Dividends Net income $ 53,782 $ 49,556 $ 90,067 $ 109,694 Per common share: Net income 0.70 0.65 1.17 1.45 Dividends 0.34 0.30 0.64 0.56 Stockholders' equity 19.90 18.63 Performance Ratios Return on average assets 1.19 % 1.22 1.01 % 1.38 % Return on average common equity 14.19 14.15 12.01 15.97 Dividend payout ratio 48.57 46.15 54.70 38.62 Equity to assets 8.30 8.57 Net loan charge-offs as a percentage of average loans 0.22 0.09 0.25 0.10 Nonperforming assets as a percentage of loans and other real estate 0.75 0.87 Net interest margin 4.49 4.94 4.57 4.95 Statistical Data Full-time equivalent staff (at quarter end) 9,700 9,903 Average common shares outstanding (000's) 76,345 74,940 76,186 74,923 Actual common shares outstanding (000's at quarter end) 76,478 75,005 Stock Price Information High $ 34.250 $ 35.375 $ 34.250 $ 35.375 Low 28.250 33.000 26.250 29.750 Close 33.625 35.735 33.625 35.375 -15-
FIRSTAR CORPORATION AND SUBSIDIARIES ADDITIONAL FINANCIAL DATA (Unaudited) ------------------------------------------------------------------------------------------------------ Consolidated Average Balance Sheets, Net Interest Revenue and Rate Analysis (Thousands of Dollars) Quarter ended June 30 ---------------------------------------------------------------------- 1995 1994 ------------------------------------ --------------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate ------------------------------------ --------------------------------- Assets Interest-bearing deposits with banks $ 19,484 $ 241 4.96 % $ 18,068 $ 257 5.71 % Federal funds sold and resale agreements 200,933 3,163 6.31 193,598 2,004 4.15 Trading securities 17,731 295 6.67 22,388 378 6.77 Securities: Taxable 3,151,659 51,127 6.51 2,372,112 34,456 5.83 Nontaxable 1,020,547 19,290 7.56 1,113,761 19,020 6.83 ----------- --------- ----------- --------- Total securities 4,172,206 70,417 6.76 3,485,873 53,476 6.14 Loans: Commercial 6,858,408 153,638 8.98 6,179,045 124,677 8.09 Consumer 5,438,726 119,300 8.79 4,852,696 97,740 8.07 ----------- --------- ----------- --------- Total loans 12,297,134 272,938 8.90 11,031,741 222,417 8.08 ----------- --------- ----------- --------- Interest earning assets 16,707,488 347,054 8.33 14,751,668 278,532 7.57 Reserve for loan losses (196,447) (191,887) Cash and due from banks 847,560 942,385 Other assets 834,991 764,341 ----------- ----------- Total assets $ 18,193,592 $ 16,266,507 =========== =========== Liabilities and Stockholders' Equity Interest-bearing demand $ 1,586,260 $ 6,758 1.71 % $ 1,649,274 $ 5,174 1.26 % Money market accounts 2,015,423 21,395 4.26 2,035,705 12,775 2.52 Savings passbook 1,754,570 12,082 2.76 1,885,006 10,949 2.33 Certificates of deposit 5,327,617 73,471 5.53 4,318,120 46,510 4.32 Short-term borrowed funds 2,374,598 35,378 5.98 1,460,702 14,266 3.92 Other debt 597,494 10,889 7.29 440,795 6,993 6.35 ----------- --------- ----------- --------- Interest-bearing liabilities 13,655,962 159,973 4.70 11,789,602 96,667 3.29 Demand deposits 2,708,232 2,791,122 Other liabilities 298,800 269,279 Stockholders' equity 1,530,598 1,416,504 ----------- ----------- Total liabilities and stockholders' equity $ 18,193,592 $ 16,266,507 =========== =========== Net interest revenue/margin $ 187,081 4.49 % $ 181,865 4.94 % ========= =========
:
Six months ended June 30 ------------------------------------ --------------------------------- 1995 1994 ---------------------------------- --------------------------------- Average Average Average Average Balance Interest Rate Balance Interest Rate ------------------------------------ --------------------------------- Assets Interest-bearing deposits with banks $ 23,615 $ 659 5.63 % $ 24,585 $ 581 4.77 % Federal funds sold and resale agreements 203,729 6,130 6.07 203,332 3,766 3.73 Trading securities 16,171 565 7.05 20,589 686 6.72 Securities: Taxable 3,080,591 97,763 6.40 2,358,627 68,649 5.87 Nontaxable 1,035,977 39,113 7.55 1,077,903 36,892 6.85 ----------- --------- ----------- --------- Total securities 4,116,568 136,876 6.67 3,436,530 105,541 6.16 Loans: Commercial 6,750,714 301,121 8.99 6,071,946 238,525 7.92 Consumer 5,349,145 232,357 8.73 4,781,621 192,855 8.11 ----------- --------- ----------- --------- Total loans 12,099,859 533,478 8.88 10,853,567 431,380 8.00 ----------- --------- ----------- --------- Interest earning assets 16,459,942 677,708 8.28 14,538,603 541,954 7.50 Reserve for loan losses (194,028) (191,115) Cash and due from banks 877,438 964,394 Other assets 818,144 755,887 ----------- ----------- Total assets $ 17,961,496 $ 16,067,769 =========== =========== Liabilities and Stockholders' Equity Interest-bearing demand $ 1,598,807 $ 13,728 1.73 % $ 1,655,504 $ 10,356 1.26 % Money market accounts 2,029,942 41,492 4.12 2,009,741 24,425 2.45 Savings passbook 1,763,460 23,765 2.72 1,850,993 21,411 2.33 Certificates of deposit 5,176,612 137,971 5.37 4,230,281 90,075 4.29 Short-term borrowed funds 2,244,404 65,763 5.91 1,385,568 24,324 3.54 Other debt 576,765 20,902 7.25 440,464 13,583 6.17 ----------- --------- ----------- --------- Interest-bearing liabilities 13,389,990 303,621 4.57 11,572,551 184,174 3.21 Demand deposits 2,753,242 2,826,306 Other liabilities 297,721 269,995 Stockholders' equity 1,520,543 1,398,917 ----------- ----------- Total liabilities and stockholders' equity $ 17,961,496 $ 16,067,769 =========== =========== Net interest revenue/margin $ 374,087 4.57 % $ 357,780 4.95 % ========= ========= -16-
PART II. OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits to Part 1 of Form 10-Q 27. Financial Data Schedule (b) An 8-K report dated April 18, 1995 was filed regarding the completion of the acquisition of First Colonial Bankshares Corporation in a transaction accounted for as a pooling of interests. The following financial statements of First Colonial Bankshares Corporation were filed as part of the document. Consolidated Balance Sheets as of December 31, 1994 and 1993 Consolidated Statements of Income for the Years Ended December 31, 1994, 1993 and 1992 Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 1994, 1993 and 1992 Consolidated Statements of Cash Flows for the Years Ended December 31, 1994, 1993 and 1992 Notes to the Consolidated Financial Statements Independent Auditors' Report 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. FIRSTAR CORPORATION /s/ William H. Risch ________________ William H. Risch Senior Vice President-Finance and Treasurer (Chief Financial Officer) August 7, 1995 -17-
EX-27 2 EXHIBIT 27 (FDS) FILED WITH FORM 10-Q
9 1,000 6-MOS DEC-31-1994 JUN-30-1995 953,824 6,342 258,943 17,929 80,878 4,122,251 4,186,277 12,483,431 199,423 18,571,846 13,607,881 2,530,321 296,639 595,846 96,196 0 19,110 1,425,853 18,571,846 529,966 124,036 7,253 661,255 216,956 303,621 357,634 23,123 (6,061) 383,765 135,576 135,576 0 0 90,067 1.17 1.17 4.57 84,561 39,107 1,651 0 190,552 23,599 8,482 199,423 198,808 615 0