-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DJ5LzeRpdXc0FDQ6JsPdTqp0hx06NDuoe1U1GPrFVxASNG7MatQVUAIpUKegqHfh A4tg9xDqA9nWRhfpSC2t3A== 0000916641-95-000388.txt : 19951119 0000916641-95-000388.hdr.sgml : 19951119 ACCESSION NUMBER: 0000916641-95-000388 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CITY HOLDING CO CENTRAL INDEX KEY: 0000726854 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 550619957 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11733 FILM NUMBER: 95590629 BUSINESS ADDRESS: STREET 1: 3601 MACCORKLE AVE SE CITY: CHARLESTON STATE: WV ZIP: 25304 BUSINESS PHONE: 3049256611 MAIL ADDRESS: STREET 1: 3601 MACCORKLE AVE SE CITY: CHARLESTON STATE: WV ZIP: 25301 10-Q 1 FORM 10Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended Commission File Number September 30, 1995 0-11733 CITY HOLDING COMPANY (Exact name of registrant as specified in its charter) West Virginia 55-0619957 (State of other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3601 MacCorkle Avenue, Southeast Charleston, West Virginia 25304 (Address of principal offices) Registrant's telephone number, including area code: (304) 925-6611 Indicate by check mark whether the registrant has (1) filed all reports required to be filed by Sections 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 report(s), and (2) has been subject to such filing requirements for the past 90 days. Yes xx No The number of shares outstanding of the issuer's common stock as of November 10, 1995: Common Stock, $2.50 Par Value -- 5,072,153 shares THIS REPORT CONTAINS 33 PAGES. EXHIBIT INDEX IS LOCATED ON PAGE 31 . PAGE 1 OF 33 Index City Holding Company and Subsidiaries PART I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Consolidated balance sheets -- September 30, 1995 (unaudited) and December 31, 1994 Consolidated Statements of Income (unaudited) -- Nine months ended September 30, 1995 and 1994 and three months ended September 30, 1995 and 1994 Consolidated Statements of Changes in Stockholders' Equity (unaudited) -- Nine months ended September 30, 1995 Consolidated Statements of Cash Flows (unaudited) --Nine months ended September 30, 1995 and 1994 Notes to Consolidated Financial Statements (unaudited) -- September 30, 1995 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Part II. Other Information Item 1. Legal Proceedings Item 2. Changes in Securities Item 3. Defaults upon Senior Securities Item 4. Submission of Matters to a Vote of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K Signatures PAGE 2 OF 33 PART I. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEETS CITY HOLDING COMPANY AND SUBSIDIARIES
Item I. SEPTEMBER 30 DECEMBER 31 1995 1994 ------------ -------- (unaudited) ASSETS Cash and due from banks $ 27,263,000 $ 32,803,000 Federal funds sold 600,000 810,000 Interest earning assets with other banks 0 671,000 Securities available for sale, at fair value 77,577,000 82,809,000 Investment securities (approximate market values: September 30, 1995--$134,187,000; December 31, 1994--$152,299,000) 133,219,000 157,105,000 Loans Gross loans 654,995,000 563,971,000 Unearned income (8,621,000) (9,685,000) Allowance for possible loan losses (6,494,000) (6,477,000) --------- --------- NET LOANS 639,880,000 547,809,000 Loans held for sale 101,971,000 30,227,000 Bank premises and equipment 22,161,000 21,130,000 Accrued interest receivable 7,745,000 6,903,000 Other assets 15,401,000 15,550,000 ------------ ----------- TOTAL ASSETS $ 1,025,817,000 $ 895,817,000 ============= =========== LIABILITIES Deposits: Noninterest-bearing $ 117,129,000 $ 94,368,000 Interest-bearing 677,218,000 652,437,000 ----------- ----------- TOTAL DEPOSITS 794,347,000 746,805,000 Short-term borrowings 137,184,000 66,627,000 Long-term debt 15,000,000 6,875,000 Other liabilities 8,550,000 9,179,000 ------------ ------------ TOTAL LIABILITIES 955,081,000 829,486,000 STOCKHOLDERS' EQUITY Preferred stock, par value $25 a share: Authorized-500,000 shares; none issued Common stock, par value $2.50 a share: authorized 20,000,000 shares; issued and outstanding 5,095,246 shares as of September 30, 1995 and 4,702,244 as of December 31, 1994, including 23,092 shares in treasury at September 30, 1995. 12,738,000 11,745,000 Capital Surplus 25,987,000 18,374,000 Retained Earnings 32,884,000 39,075,000 Cost of common stock in treasury (558,000) NONE Net unrealized gain/(loss) on securities available for sale, net of deferred income taxes (315,000) (2,863,000) ---------------- ------------- TOTAL STOCKHOLDERS' EQUITY 70,736,000 66,331,000 --------------- ------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,025,817,000 $ 895,817,000 ============== ============
See notes to consolidated financial statements PAGE 3 OF 33 CONSOLIDATED STATEMENTS OF INCOME CITY HOLDING COMPANY AND SUBSIDIARIES
NINE MONTH PERIOD ENDED September 30 1995 1994 ---------- ------- INTEREST INCOME Interest and fees on loans $ 43,447,000 $ 33,138,000 Interest and dividends on securities: Taxable 9,002,000 10,595,000 Tax-exempt 1,751,000 1,902,000 Other interest income 70,000 275,000 ------------ ----------- TOTAL INTEREST INCOME 54,270,000 45,910,000 INTEREST EXPENSE Interest on deposits 19,818,000 16,922,000 Interest on short-term borrowings 3,811,000 939,000 Interest on long-term debt 459,000 310,000 ------------ ------------ TOTAL INTEREST EXPENSE 24,088,000 18,171,000 NET INTEREST INCOME 30,182,000 27,739,000 PROVISION FOR POSSIBLE LOAN LOSSES 711,000 697,000 ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 29,471,000 27,042,000 OTHER INCOME Securities gains 9,000 79,000 Service charges 2,444,000 1,961,000 Other 2,182,000 1,276,000 ----------- ---------- TOTAL OTHER INCOME 4,635,000 3,316,000 OTHER EXPENSES Salaries and employee benefits 12,958,000 11,031,000 Net occupancy expense 3,754,000 3,527,000 Other 8,175,000 7,367,000 ----------- ----------- TOTAL OTHER EXPENSES 24,887,000 21,925,000 INCOME BEFORE INCOME TAXES 9,219,000 8,433,000 INCOME TAXES 2,911,000 2,602,000 ----------- ------------ NET INCOME $ 6,308,000 $ 5,831,000 ========== ========== Net income per common share $ 1.22 $ 1.13 ============ ============ Average common shares outstanding 5,156,488 5,158,098 ========== ==========
See notes to consolidated financial statements PAGE 4 OF 33 CONSOLIDATED STATEMENTS OF INCOME CITY HOLDING COMPANY AND SUBSIDIARIES
THREE MONTH PERIOD ENDED September 30 1995 1994 ---------- ------- INTEREST INCOME Interest and fees on loans $ 15,827,000 $ 11,984,000 Interest and dividends on securities: Taxable 2,829,000 3,554,000 Tax-exempt 595,000 607,000 Other interest income 5,000 67,000 ------------ ----------- TOTAL INTEREST INCOME 19,256,000 16,212,000 INTEREST EXPENSE Interest on deposits 7,065,000 5,740,000 Interest on short-term borrowings 1,546,000 566,000 Interest on long-term debt 231,000 101,000 ------------ ------------ TOTAL INTEREST EXPENSE 8,842,000 6,407,000 NET INTEREST INCOME 10,414,000 9,805,000 PROVISION FOR POSSIBLE LOAN LOSSES 302,000 230,000 ----------- ----------- NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES 10,112,000 9,575,000 OTHER INCOME Securities gains 7,000 (1,000) Service charges 945,000 690,000 Other 762,000 497,000 ----------- ---------- TOTAL OTHER INCOME 1,714,000 1,186,000 OTHER EXPENSES Salaries and employee benefits 4,541,000 3,902,000 Net occupancy expense 1,217,000 1,291,000 Other 2,886,000 2,621,000 ----------- ----------- TOTAL OTHER EXPENSES 8,644,000 7,814,000 INCOME BEFORE INCOME TAXES 3,182,000 2,947,000 INCOME TAXES 1,040,000 924,000 ----------- ------------ NET INCOME $ 2,142,000 $ 2,023,000 ========== ========== Net income per common share $ .42 $ .39 ============= ============= Average common shares outstanding 5,137,053 5,161,201 ========== ==========
See notes to consolidated financial statements PAGE 5 OF 33 STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY CITY HOLDING COMPANY AND SUBSIDIARIES Nine months Ended September 30, 1995
NET UNREALIZED GAIN/(LOSS) SECURITIES TOTAL COMMON CAPITAL RETAINED AVAILABLE TREASURY STOCKHOLDERS' STOCK SURPLUS EARNINGS FOR SALE STOCK EQUITY ----- ------- -------- -------- ----- ------ Balances at December 31, 1994 $11,745,000 $18,374,000 $39,075,000 ($2,863,000) 0 $66,331,000 Net income 6,308,000 6,308,000 Cash dividends declared ($.45/share) (1,990,000) (1,990,000) Cash dividends of acquired sub (150,000) (150,000) Change in unrealized gain/(loss) net of income taxes of $1,719,000 2,548,000 2,548,000 Cost of 89,864 shares of common stock acquired for treasury (2,318,000) (2,318,000) Sale of 233 shares of treasury stock 7,000 7,000 Retirement of 66,539 shares of common stock held in treasury (158,000) (1,595,000) 1,753,000 0 Issuance of 10% stock dividend 1,151,000 9,208,000 (10,359,000) --------- --------- ------------ ---------- ---------- ----------- Balances at September 30, 1995 $12,738,000 $25,987,000 $32,884,000 ($315,000) ($558,000) $70,736,000 ----------- ----------- ------------ ---------- ---------- ----------- NET UNREALIZED Nine months Ended September 30, 1994 GAIN/(LOSS) SECURITIES TOTAL COMMON CAPITAL RETAINED AVAILABLE TREASURY STOCKHOLDERS' STOCK SURPLUS EARNINGS FOR SALE STOCK EQUITY ----- ------- -------- -------- ----- ------ Balances at December 31, 1993 $11,143,000 $13,503,000 $42,887,000 $282,000 ($2,210,000) $65,605,000 Net income 5,831,000 5,831,000 Cash dividends declared ($.40/share) (1,425,000) (1,425,000) Cash dividends of acquired subsidiary (495,000) (495,000) Adjustment to beginning balance of unrealized gain on securities for change in accounting method, net of income taxes of $704,000 1,055,000 1,055,000 Changes in net unrealized gain/(loss), net of income taxes of $1,597,000 (3,597,000) (3,597,000) Cost of 7,001 shares of common stock acquired for treasury (193,000) (193,000) Sale of 12,184 shares of treasury stock 62,000 313,000 375,000 ----------- ------------ ----------- ------------ ------------ ----------- Balances at September 30, 1994 $11,143,000 $13,565,000 $46,798,000 $(2,260,000) ($2,090,000) $67,156,000 ----------- ----------- ----------- ------------ ------------ -----------
See notes to consolidated financial statements PAGE 6 OF 33 CONSOLIDATED STATEMENTS OF CASH FLOWS CITY HOLDING COMPANY AND SUBSIDIARIES
NINE MONTH PERIOD ENDED September 30 1995 1994 ---- ---- OPERATING ACTIVITIES Net Income $6,308,000 $5,741,000 Adjustments to reconcile net income to net cash provided by operating activities: Net amortization 828,000 845,000 Provision for depreciation 1,823,000 1,467,000 Provision for loan losses 711,000 697,000 Realized securities gains (9,000) (79,000) Loan originated for sale (50,104,000) (12,349,000) Purchases of loans held for sale (386,586,000) (133,382,000) Proceeds from loans sold 365,111,000 96,011,000 Realized gains on loans sold (165,000) 0 Minority interest in income of subsidiary 0 27,000 Decrease (increase) in accrued interest receivable (842,000) (589,000) Increase in other assets (2,135,000) (3,300,000) Decrease (increase) in other liabilities (629,000) 104,000 ----------- ------------ NET CASH USED IN OPERATING ACTIVITIES (65,689,000) (44,807,000) INVESTING ACTIVITIES Proceeds from sales of securities available for sale 8,047,000 12,483,000 Proceeds from maturities of securities available for sale 36,272,000 12,745,000 Purchases of securities available for sale (34,637,000) (19,360,000) Proceeds from sales of securities 0 0 Proceeds from maturities of securities 26,687,000 71,606,000 Purchases of securities (3,238,000) (58,613,000) Net increase in loans (92,782,000) (60,805,000) Purchases of premises and equipment (2,854,000) (3,153,000) Cash paid for acquired subsidiary, net of cash and cash equivalents 0 (410,000) --------------- -------------- NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES (62,505,000) (45,507,000) FINANCING ACTIVITIES Net increase in noninterest bearing deposits 22,761,000 10,818,000 Net increase in interest-bearing deposits 24,781,000 17,545,000 Net increase (decrease) in short-term borrowings 70,557,000 55,631,000 Proceeds from long-term-debt 12,525,000 2,500,000 Repayment of long-term debt (4,400,000) 0 Purchases of treasury stock (2,318,000) (193,000) Proceeds from sales of treasury stock 7,000 297,000 Cash dividends paid (2,140,000) (1,920,000) ------------- ----------- NET CASH PROVIDED BY FINANCING ACTIVITIES 121,773,000 84,678,000 ------------- ---------- (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (6,421,000) (5,636,000) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 34,284,000 33,798,000 ------------ ----------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $27,863,000 $28,162,000 ============ ===========
See notes to consolidated financial statement PAGE 7 OF 33 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) September 30, 1995 NOTE A - BASIS OF PRESENTATION The accompanying consolidated financial statements, which are unaudited, include all the accounts of City Holding Company (the Parent Company) and its wholly owned subsidiaries (collectively, the Company). All material intercompany transactions have been eliminated. The consolidated financial statements include all adjustments which, in the opinion of management, are necessary for a fair presentation of the results of operations and financial condition for each of the periods presented. Such adjustments are of a normal recurring nature. The results of operations for the nine months ended September 30, 1995, are not necessarily indicative of the results of operations that can be expected for the year ending December 31, 1995. The Company's accounting and reporting policies conform with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. For further information, refer to the consolidated financial statements and footnotes thereto included in the City Holding Company annual report on Form 10-K for the year ended December 31, 1994. NOTE B - PER SHARE INFORMATION On September 11, 1995, the Company declared a special 10% stock dividend payable on November 30, 1995, to shareholders of record as of November 1, 1995. All per share information for the current quarter and prior periods has been adjusted accordingly to reflect this stock dividend. An amount equal to the fair value of the additional shares issued was transferred from retained earnings to the common stock and capital accounts. PAGE 8 OF 33 NOTE C - INCOME TAXES The consolidated provision for income taxes is based upon financial statement earnings. The effective tax rate for the nine months ended September 30, 1995, of 31.58% varied from the statutory federal income tax rate primarily due to state income taxes and the tax effects of nontaxable interest income and the amortization of goodwill. NOTE D - COMMITMENTS AND CONTINGENT LIABILITIES In the normal course of business, there are various commitments and contingent liabilities, such as commitments to extend credit and standby letters of credit, that are not included in the consolidated financial statements. These commitments approximate $72,752,000 at September 30, 1995. These arrangements, consisting principally of unused lines of credit issued in the normal course of business, have credit risks essentially the same as that involved in extending loans to customers and are subject to the Company's standard credit policies. Standby letters of credit, which total $3,338,000, have historically expired unfunded. NOTE E - STOCKHOLDERS' EQUITY In April 1994, the Company announced the implementation of an Open Market Stock Purchase Plan (the Plan). The Board of Directors allocated $5 million to be used over the next two years to purchase shares of the Company's common stock. The Plan was authorized to commence May 1, 1994. The Plan as of September 30, 1995 has reacquired approximately 87,000 shares at market prices ranging from $25.63 to $26.49 per share for total purchases of approximately $2,286,000. PAGE 9 OF 33 NOTE F - NEW ACCOUNTING PRONOUNCEMENT On January 1, 1995, the Company adopted Statement of Financial Accounting Standards (FAS) No. 114, "Accounting by Creditors for Impairment of a Loan", which requires that impaired loans be identified and measured based on the present value of expected future cash flows discounted at the loan's effective interest rate on the fair value of the collateral if the loan is collateral dependent. FAS No. 114 did not have a material impact on the Company's financial position or results of operations. The Financial Accounting Standards Board (FASB) has issued SFAS No. 122, "Accounting for Mortgage Servicing Rights." The provisions of SFAS No. 122 are effective for fiscal years beginning after December 31, 1995. SFAS No. 122 requires that companies involved in mortgage banking activities recognize as assets the rights to service mortgage loans for others, regardless of how those rights are obtained. Currently, it is the Company's practice to not retain servicing rights on mortgage loans sold in the secondary market. Accordingly, SFAS No. 122 is not expected to have a significant impact on the Company's financial statements. However, management has not yet completed the complex analysis required to estimate the impact of the new rules and does not expect to implement SFAS No. 122 prior to its first quarter 1996 effective date. NOTE G - SFAS 115 "HOLIDAY" In October 1995, the FASB approved a one-time "holiday" from SFAS No. 115, "Accounting for Investments in Debt and Equity Securities," restrictions over held-to-maturity securities. Companies will have a one time opportunity to restructure their portfolios prior to December 31, 1995. Specifically, the FASB decided that companies may sell or transfer securities from their held-to-maturity portfolio without calling into question their intent to hold PAGE 10 OF 33 other debt securities to maturity in the future or their past financial reporting. Management has not yet completed its analysis of the potential impact of the SFAS No. 115 "holiday", however, the Compay may take advantage of this provision if it will favorably impact its interest rate risk management strategy. NOTE H - ACQUISITION On August 31, 1995, the Company acquired 100% of the common stock of First Merchants Bancorp, Inc. and subsidiary (Merchants) in exchange for 921,567 shares of the Company's common stock. The transaction has been accounted for as a pooling of interests and, accordingly, the consolidated financial statements for all periods presented have been restated to include the accounts of Merchants. Previously reported results of the Company have been restated as follows: Summary of Operations
Year Ended Six Months Ended Six Months Ended December 31, 1994 June 30, 1995 June 30, 1994 ----------------------------------------------------------------- Net Interest income as previously reported by the Company $32,906,000 $17,297,000 $15,670,000 Merchants' previosly reported results 4,688,000 2,471,000 2,265,000 ------------------------------------------------------------ Restated net interest income $37,594,000 $19,768,000 $17,935,000 Net income as previously reported by the Company $6,959,000 $3,554,000 $ 3,302,000 Merchants' previously reported results 1,183,000 611,000 506,000 ------------------------------------------------------------ Restated net income $8,142,000 $ 4,165,000 $ 3,808,000 Net income per common shares as previously reported by the Company as adjusted for the 10% stock dividend in 1995 $ 1.68 $ .85 $ .80 Effect of Merchants' restatement (.10) (.04) (.06) ------------------------------------------------------------- Restated net income per common share $ 1.58 $ .81 $ .74
PAGE 11 OF 33 NOTE I - LONG-TERM BORROWINGS Long-term debt consists of a $15,000,000 revolving line of credit of the Parent Company with a variable rate based on the lesser of the adjusted LIBOR rate plus 1.875% per annum or the lender's base rate less .25% per annum (7.75% at September 30, 1995) due on June 30, 1996. The lender has the option to extend the maturity date for an additional twelve months. As of September 30, 1995, the outstanding balance was equal to $15,000,000. Interest on this obligation is payable quarterly, and the Parent Company has pledged the common stock of The City National Bank of Charleston and the Peoples Bank of Point Pleasant as security for the loan. Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS HIGHLIGHTS FINANCIAL POSITION Total assets increased $130.0 million or approximately 14.5% during the first nine months of 1995. Net loans increased $92.1 million or 16.8%. Loans held for sale, consisting primarily of loans received through the Company's participation in a short-term whole loan bulk purchasing program, increased $71.7 million or 237%. As of September 30, 1995, program loans owned by the Company had an outstanding principal balance of approximately $84 million. See LOAN PORTFOLIO. The Company earned interest income of approximately $2.46 million on program loans during the nine months ended September 30, 1995. See NET INTEREST PAGE 12 OF 33 INCOME. The increases in net loans and loans held for sale were funded by an increase in deposits and short-term borrowings of $47.5 million and $70.6 million, respectively. Net stockholders' equity increased $4.4 million during the first nine months of 1995 representing the Company's retained net profits, plus the $2.5 million change in the net unrealized gain on securities available for sale. QUARTER ENDED SEPTEMBER 30, 1995, COMPARED TO QUARTER ENDED SEPTEMBER 30, 1994. The Company reported net income of $2,142,000 for the three months ended September 30, 1995 compared to net income of $2,023,000 for the quarter ended September 30, 1994. This increase of $119,000, or 5.88%, was primarily due to an increase of $225,000 in the Company's fee income earned on loans originated for sale and/or sold during the third quarter of 1995 as compared to the same period of 1994. However, the increase in fee income did not translate into a corresponding increase in net income because of the level of non-interest expense associated with Company expansion, which increased $830,000 or 10.6% during the third quarter of 1995 as compared to the same period of 1994. Also in the third quarter, the Company recognized approximatley $480,000 in merger expenses associated with the Merchants acquisition. These expenses were offset by the FDIC insurance rebate of approximately $436,000 which was recognized in the third quarter, also. Earnings per share were $.42 and $.39 for the third quarter of 1995 and 1994, respectively. Net income for the third quarter also benefitted from an increase of $609,000 in the Company's net interest income during the third quarter of 1995 as compared to the same period of 1994. See NET INTEREST INCOME for further discussion. PAGE 13 OF 33 NINE MONTHS ENDED SEPTEMBER 30, 1995, COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 1994. The Company reported net income of $6,308,000 for the nine months ended September 30, 1995 compared to net income of $5,831,000 for the nine months ended September 30, 1994. This increase of $477,000 or 8.18%, was primarily due to an increase in the Company's fee income earned on loans originated for sale and/or sold during the first nine months of 1995 as compared to the same period of 1994 as discussed above. Total non-interest expense increased $3.0 million or 13.5% during the first nine months of 1995 as compared to the same period of 1994, due to increases in salaries and employee benefits related to the Company's growth. Earnings per share were $1.22 and $1.13 for the nine months ended September 30, 1995 and 1994, respectively. SELECTED RATIOS The return on average assets (ROA) for the third quarter of 1995 was .87% compared to .92% in the third quarter of 1994. The return on average shareholder's equity (ROE) for the third quarter of 1995 was 12.02% compared to 12.00% ROE for the third quarter of 1994. For the first nine months of 1995 and 1994, ROA was .90%. ROE was 12.18% and 11.68% for the first nine months of 1995 and 1994, respectively. The dividend payout ratio of 35.71% for the quarter ended September 30, 1995 represents a slight decrease of .53% from the quarter ended September 30, 1994. The dividend payout ratio was 36.89% and 35.40% for the nine months ended September 30, 1995 and 1994, respectively. The dividend payout ratios for the quarter and nine months ended September 30, 1995 and 1994 are based on historical results of the Company and do not include cash dividends PAGE 14 OF 33 of the acquired subsidiaries prior to the dates of acquisition. Since 1988, the Company has paid dividends on a quarterly basis, and expects to continue to do so in the future. LOAN PORTFOLIO The composition of the Company's loan portfolio is presented in the following table: LOAN PORTFOLIO BY TYPE (Dollars in Thousands) September 30 December 31 1995 1994 -------- ------- Commercial, financial and agricultural $206,928 $164,351 Real Estate-Mortgage 272,119 243,792 Real Estate-Construction 27,160 15,118 Installment and other 148,788 140,710 Unearned Income (8,621) (9,685) -------- -------- TOTAL $646,374 $554,286 ======== ======== Loans Held for Sale Program loans $ 84,000 $ 22,379 Loans Originated for Sale 17,971 7,848 -------- -------- TOTAL $ 101,971 $ 30,227 ======== ======= The Company grants loans to customers generally within the market areas of its subsidiaries. Loans have been trending up significantly over the past two years primarily due to the Company's more active solicitation of commercial business, introduction of new loan products, and continued expansion. There have been no significant changes in the Company's loan policy or credit standards. The Company continues to shift its marketing efforts more towards direct loan business. There are no significant concentrations of credit and speculative or highly leveraged transactions are insignificant. Also, in order to increase the repricing frequency of the loan portfolio, the Company has significantly increased its portfolio of variable rate commercial and residential mortgage loans. PAGE 15 OF 33 ASSET QUALITY AND ALLOWANCE FOR LOAN LOSSES The following table summarizes the Company's risk elements for the periods ending September 30, 1995 and December 31, 1994. The Company's coverage ratio of nonperforming assets and potential problem loans continues to be strong in comparison to the Company's peer group, at 128% as of September 30, 1995. Management is of the opinion that the allowance for loan losses is adequate to provide for probable future losses inherent in the portfolio. PAGE 16 OF 33 RISK ELEMENTS (in thousands)
Nine Months Ended Year Ended September 30 December 31 1995 1994 ---- ---- ALLOWANCE FOR LOAN LOSSES Balance at beginning of period $6,477 $ 6,209 Charge-offs (961) (1,180) Recoveries 267 408 ---------------------------- Net charge-offs (694) (772) Provision for loan possible losses 711 1,040 ------ ------ Balance at end of period $6,494 $6,477 ===== ===== AS A PERCENT OF AVERAGE TOTAL LOANS Net charge-offs 0.12% 0.15% Provision for possible loan losses 0.12% 0.21% Allowance for loan losses 1.09% 1.28% September 30 December 31 1995 1994 ---- ---- NON -PERFORMING ASSETS Other real estate owned $1,084 $696 Non-accrual loans 2,203 2,614 Accruing loans past due 90 days or more 1,173 1,420 Restructured loans 109 472 --------------------------- Total Non-performing Assets $4,569 $5,202 POTENTIAL PROBLEM LOANS $509 $529 AS A PERCENT OF NON-PERFORMING ASSETS AND POTENTIAL PROBLEM LOANS Allowance for loan losses 127.88% 113.02% ACCRUING LOANS PAST DUE 90 DAYS OR MORE AS A PERCENT OF AVERAGE TOTAL LOANS 0.20% 0.28%
PAGE 17 OF 33 LIQUIDITY AND INTEREST RATE SENSITIVITY The Company's cash and cash equivalents, represented by cash and due from banks and overnight federal funds sold, is a product of its operating, investing and financing activities. These activities are set forth in the City Holding Company Consolidated Statements of Cash Flows included elsewhere herein. Cash was used in operating activities in each period presented, primarily from loans originated for sale and purchase of loans held for sale. Net cash was used in investing activities during the third quarter of 1995 and 1994 funding the Company's loan growth. The net cash provided by financing activities in the respective periods is a result of an increase in interest-bearing deposits and short-term borrowings. The Company seeks to maintain a strong liquidity position to reduce interest rate risk, which is the susceptibility of assets and liabilities to decline in value as a result of changes in general market interest rates. The Company minimizes this risk through asset and liability management, where the goal is to optimize earnings while managing interest rate risk. The Company measures this interest rate risk through interest sensitivity gap analysis as illustrated in the following table. At September 30, 1995, the one year period shows a negative gap (liability sensitive) of $314 million. This analysis is a "static gap" presentation and movements in deposit rates offered by the Company's subsidiary banks lag behind movements in the prime rate. Such time lags affect the repricing frequency of many items on the Company's balance sheet. Accordingly, the sensitivity of deposits to changes in market rates may differ significantly from the related contractual terms. The table is first presented without adjustment for expected repricing behavior. Then, as presented in the "management adjustment" line, these balances have been notionally distributed over the first three periods to reflect those portions of such accounts that are expected to reprice fully with market rates over the respective periods. The distribution of the balances over the repricing periods PAGE 18 OF 33 represents an aggregation of such allocations by each of the affiliate banks, and is based upon historical experience with their individual markets and customers. Management expects to continue the same pricing methodology in response to future market rate changes; however, management adjustments may change as customer preferences, competitive market conditions, liquidity, and loan growth change. Also presented in the management adjustment line are loan prepayment assumptions which may differ from the related contractual term of the loans. These balances have been distributed over the four periods to reflect those loans that are expected to be repaid in full prior to their maturity date over the respected periods. After management adjustments, the table shows a negative gap in the one year period of $114 million. A negative gap position is advantageous when interest rates are falling because interest-bearing liabilities are being repriced at lower rates and in greater volume, which has a positive effect on net interest income. Consequently, the Company has experienced a decline in its net interest margin during the past year as interest rates have risen and is somewhat vulnerable to a rapid rise in interest rates during 1995. These declines in net interest margin did not translate into declines in net interest income because of increases in the volume of interest-earning assets. There are no known trends, demands, commitments or uncertainties that have resulted or are reasonably likely to result in material changes in liquidity. PAGE 19 OF 33 INTEREST RATE SENSITIVITY GAPS (in thousands)
1 to 3 3 to 12 1 to 5 Over 5 Months Months Years Years Total ------ ------ ----- ----- ----- ASSETS Gross loans $155,633 $94,295 $316,138 $86,726 $652,792 Loans Held for Sale 101,971 0 0 0 101,971 Securities 26,497 23,533 104,989 55,777 210,796 Federal funds sold 600 600 --------- -------- -------- -------- -------- Total Interest earning assets 284,701 117,828 421,127 142,503 966,159 --------------------------------------------------------------------------- LIABILITIES Savings and NOW Accounts 320,427 0 0 0 320,427 All other interest bearing deposits 84,547 158,910 112,845 489 356,791 Short term and other borrowings 137,184 0 0 0 137,184 Long term borrowings 15,000 0 0 0 15,000 -------------------------------------------------------------------------- Total interest bearing liabilities $557,158 $ 158,910 $112,845 $ 489 $829,402 ------- -------- ------- ------- ------- Interest sensitivity gap ($272,457) ($ 41,082) $308,282 $142,014 $136,757 ------- -------- ------- ------- ------- Cumulative sensitivity gap ($272,457) ($313,539) ($ 5,257) $136,757 ======= ======= ======= ======= Management adjustments $286,899 ($ 87,647) ($189,647) ($ 9,605) ------- ------- ------- ------ Cumulative management adjusted gap $ 14,442 ($114,287) $ 4,348 $136,757 ======= ======= ======= =======
The table above includes various assumptions and estimates by management as to maturity and repricing patterns. Future interest margins will be impacted by balances and rates which are subject to change periodically throughout the year. PAGE 20 OF 33 CAPITAL RESOURCES As a bank holding company, City Holding Company is subject to regulation by the Federal Reserve Board under the Bank Holding Company Act of 1956. The Federal Reserve has published risk-based capital guidelines applicable to bank holding companies which define items in the calculation of risk-weighted assets. At September 30, 1995, the regulatory minimum ratio of qualified total capital to risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit) was 8 percent. At least half of the total capital is to be comprised of "Tier 1 capital", or the Company's common stockholders' equity, and minority interest in consolidated subsidiary, net of intangibles. The remainder ("Tier 2 capital") may consist of certain other prescribed instruments and a limited amount of loan loss reserves. In addition, the Federal Reserve Board has established minimum leverage ratio (Tier 1 capital to quarterly average tangible assets) guidelines for bank holding companies. These guidelines provide for a minimum ratio of 3 percent for bank holding companies that meet certain specified criteria, including that they have the highest regulatory rating. All other bank holding companies will be required to maintain a leverage ratio of 3 percent plus an additional cushion of at least 100 to 200 basis points. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. The following table presents comparative capital ratios and related dollar amounts of capital for the Company: PAGE 21 OF 33
Dollars in Thousands September 30 December 31 1995 1994 ---- ---- Capital Components Tier 1 risk-based capital $64,120 $61,431 Total risk-based capital 70,614 67,908 Capital Ratios Tier 1 risk-based 10.89% 11.03% Total risk-based 12.00 12.19 Leverage 6.65 6.83 Regulatory Minimum Tier 1 risk-based (dollar/ratio) $23,548/4.00% $22,282/4.00% Total risk-based (dollar/ratio) 47,095/8.00 44,565/8.00 Leverage (dollar/ratio) 28,919/3.00 26,989/3.00
The capital position of the Company is indicative of management's emphasis on asset quality and a history of retaining between 60% and 70% of annual net income. The ratios have declined from those reported at December 31, 1994, due to increased volume of the short-term whole loans purchased during the first nine months of 1995. These loans have been assigned a risk weight of 100%. The ratios enable the Company to continually pursue acquisitions and other growth opportunities. Improvements in operating results and a consistent dividend program, coupled with an effective management of credit risk, have been, and will be, the key elements in maintaining the Company's present capital position. A subsidiary bank will purchase approximately $2.2 million in equipment sometime during the fourth quarter. This purchase, however, will not effect the Company's liquidity or ability to pay dividends to shareholders. No other material capital expenditures are anticipated in 1995. Earnings from subsidiary bank operations are expected to remain adequate to fund payment of stockholders' dividends and internal growth. In management's opinion, subsidiary banks have the capability to upstream sufficient dividends to meet the cash requirements of the Company. As of PAGE 22 OF 33 September 30, 1995, the subsidiary banks could have paid aggregate dividends to the Parent Company of $8.5 million without obtaining approval of their respective regulators. NET INTEREST INCOME Net interest income, on a fully federal tax-equivalent basis, improved from the third quarter of 1994 to the third quarter of 1995 by approximately $603,000 due to an increase in net earning assets. Net yield on earning assets decreased between periods from 4.93% to 4.72%, as earning asset yields increased 56 basis points (100 basis points equal one percent) to 8.62%, and the cost of interest-bearing liabilities increased 86 basis points to 4.47%. The $133,000 decrease in net interest income due to rate, as shown in the following table, was coupled with a $736,000 increase in net interest income due to volume. The major component of this favorable volume change was increased average loans. Net interest income, on a fully federal tax-equivalent basis, improved from the nine months ended September 30, 1994 to the nine months ended September 30, 1995 by approximately $2.4 million due to an increase in net earning assets. Net yield on earning assets decreased between periods from 4.83% to 4.76%, as earning asset yields increased 56 basis points to 8.44%, and the cost of interest-bearing liabilities increased 73 basis points to 4.25%. The $784,000 decrease in net interest income due to rate, as shown in the following table, was coupled with a $3.1 million increase in net interest income due to volume. The major component of this favorable volume change was increased average loans. A significant part of the increase in net earning assets for the third quarter of 1995 and the nine months ended September 30, 1995, is attributable to the Company's participation in a short-term, whole-loan bulk purchasing program. Under the program, the Company purchases from a third party whole loans secured by residential mortgages and partially insured by the Federal Housing Administration. The loans typically have balances of less than $25,000 and are not concentrated geographically. Additionally, the program permits the PAGE 23 OF 33 Company to require the seller to repurchase or replace certain non-conforming loans. The loans are generally repurchased from the Company within 30 to 90 days. Although the loans usually are located outside the Company's primary market areas, management believes that these loans pose no greater risk than similar inmarket loans because of the Company's review of the loans, the credit support associated with the loans, the short duration of the Company's investment and the other terms of the program. The loans are serviced by third parties and the Company earns a fixed rate of return on the loans. The Company earned approximately $1.2 milion in interest income on program loans for the quarter ended September 30, 1995, on an average balance of approximately $50.8 million. The Company earned approximately $2.46 million in interest income on an average balance of approximately $34.9 million for the nine months ended September 30, 1995. These loans are being funded through short-term borrowings which consist primarily of securities sold under agreement to repurchase. This has been the primary cause for the increase in short-term borrowing interest expense of $980,000 for the quarter ended September 30, 1995, and $2.9 million for the nine months ended September 30, 1995. PAGE 24 OF 33 EARNING ASSETS AND INTEREST-BEARING LIABILITIES (in thousands)
Quarter Ended September 30 1995 1994 ---- ---- Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ----------------------------------------------------------------------------------- EARNING ASSETS: Loans (1) Commercial and industrial $ 192,114 $4,527 9.43% $ 152,533 $3,297 8.65% Real estate 291,554 6,269 8.60 239,232 4,968 8.31 Consumer obligations 141,666 3,539 9.99 121,586 2,927 9.63 ----------------------------------------------------------------------------------- Total loans 625,334 14,335 9.17 513,351 11,192 8.72 Loans held for sale 66,402 1,492 8.99 37,643 792 8.42 Securities Taxable 179,530 2,829 6.30 222,033 3,554 6.40 Tax-exempt (2) 36,345 902 9.93 42,689 920 8.62 ----------------------------------------------------------------------------------- Total securities 215,875 3,731 6.91 264,722 4,474 6.76 Federal funds sold 333 5 6.01 4,694 67 5.71 ----------------------------------------------------------------------------------- Total earning assets 907,944 19,563 8.62 820,410 16,525 8.06 Cash and due from banks 25,800 24,348 Bank premises and equipment 22,129 19,982 Other assets 21,101 20,783 Less: allowance for possible loan losses (6,461) (6,379) ------------------------------------------------------------------------------------ Total assets $970,513 $879,144 ==================================================================================== INTEREST BEARING LIABILITIES Demand deposits $ 104,572 $ 754 2.88% $101,562 $ 754 2.97% Savings deposits 222,036 1,709 3.08 265,675 2,004 3.02 Time deposits 346,805 4,602 5.31 282,516 2,982 4.22 Short-term borrowings 106,546 1,546 5.80 53,438 566 4.24 Long-term debt 11,587 231 7.97 5,903 101 6.84 ------------------------------------------------------------------------------------- Total interest-bearing liabilities 791,546 8,842 4.47 709,094 6,407 3.61 Demand deposits 102,673 92,278 Other liabilities 5,005 10,317 Stockholders' equity 71,289 67,455 ------------------------------------------------------------------------------------- Total liabilities and stockholders' equity $970,513 $879,144 ===================================================================================== Net interest income $10,721 $10,118 ===================================================================================== Net yield on earning assets 4.72% 4.93% =====================================================================================
(1) For purposes of this table, nonaccruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income. (2) Computed on a fully federal tax-equivalent basis assuming a tax rate of 34% in all years. PAGE 25 OF 33 RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSE (in thousands)
Quarter Ended September 30 1995 vs. 1994 Increase (Decrease) Due to Change In: INTEREST INCOME FROM: Volume Rate Net ------------------------------------------------- Loans Commercial and industrial $ 913 $ 317 $ 1,230 Real estate 1,120 181 1,301 Consumer obligations 498 114 612 ------------------------------------------------- Total loans 2,531 612 3,143 Loans held for sale 643 57 700 Securities Taxable (671) (54) (725) Tax-exempt (1) (561) 543 (18) -------------------------------------------------- Total Securities (1,232) 489 (743) Federal funds sold (85) 23 (62) ------------------------------------------------- Total interest-earning assets $ 1,857 $1,181 $ 3,038 INTEREST EXPENSE ON: Demand deposits 88 (88) 0 Savings deposits (553) 258 (295) Time deposits 761 859 1,620 Short-term borrowings 714 266 980 Long-term debt 111 19 130 -------------------------------------------------- Total interest-bearing liabilities $ 1,121 $ 1,314 $ 2,435 -------------------------------------------------- NET INTEREST INCOME $ 736 $ (133) $ 603 ===================================================
(1) Fully federal taxable equivalent using a tax rate of 34% in all years. PAGE 26 OF 33 EARNING ASSETS AND INTEREST-BEARING LIABILITIES (in thousands)
Nine Months Ended September 30 1995 1994 ---- ---- Average Yield/ Average Yield/ Balance Interest Rate Balance Interest Rate ---------------------------------------------------------------------------------- EARNING ASSETS: Loans (1) Commercial and industrial $ 181,771 $12,614 9.25% $ 151,000 $ 9,287 8.20% Real estate 276,723 17,529 8.45 224,809 13,963 8.28 Consumer obligations 136,529 10,147 9.91 115,514 8,561 9.88 ---------------------------------------------------------------------------------- Total loans 595,023 40,290 9.03 491,323 31,811 8.63 Loans held for sale 46,988 3,157 8.96 21,029 1,327 8.41 Securities Taxable 187,981 9,002 6.39 227,312 10,595 6.21 Tax-exempt (2) 40,029 2,653 8.84 43,459 2,882 8.84 ---------------------------------------------------------------------------------- Total securities 228,010 11,655 6.82 270,771 13,477 6.64 Federal funds sold 1,593 70 5.86 10,072 275 3.64 ---------------------------------------------------------------------------------- Total earning assets 871,614 55,172 8.44 793,195 46,890 7.88 Cash and due from banks 25,302 25,418 Bank premises and equipment 22,013 19,403 Other assets 21,054 27,974 Less: allowance for possible loan losses (6,446) (6,329) ----------------------------------------------------------------------------------- Total assets $933,537 $859,661 =================================================================================== INTEREST BEARING LIABILITIES Demand deposits $ 105,454 $ 2,266 2.87% $ 99,430 $ 2,142 2.87% Savings deposits 228,719 5,256 3.06 263,577 6,010 3.04 Time deposits 327,124 12,296 5.01 281,963 8,770 4.15 Short-term borrowings 87,568 3,811 5.80 36,497 939 3.43 Long-term debt 7,095 459 8.63 5,884 310 7.02 ----------------------------------------------------------------------------------- Total interest-bearing liabilities 755,960 24,088 4.25 687,351 18,171 3.52 Demand deposits 99,386 87,246 Other liabilities 9,160 18,517 Stockholders' equity 69,031 66,547 ----------------------------------------------------------------------------------- Total liabilities and stockholders' equity $933,537 $859,661 =================================================================================== Net interest income $31,084 $28,719 =================================================================================== Net yield on earning assets 4.76% 4.83% ===================================================================================
(1) For purposes of this table, nonaccruing loans have been included in average balances and loan fees, which are immaterial, have been included in interest income. (2) Computed on a fully federal tax-equivalent basis assuming a tax rate of 34% in all years. PAGE 27 OF 33 RATE VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSE (in thousands)
Nine Months Ended September 30 1995 vs. 1994 Increase (Decrease) Due to Change In: INTEREST INCOME FROM: Volume Rate Net -------------------------------------------------- Loans Commercial and industrial $ 2,042 $ 1,285 $ 3,327 Real estate 3,283 283 3,566 Consumer obligations 1,562 24 1,586 -------------------------------------------------- Total loans 6,887 1,592 8,479 Loans held for sale 1,739 91 1,830 Securities Taxable (2,044) 451 (1,593) Tax-exempt (1) (227) (2) (229) -------------------------------------------------- Total Securities (2,271) 449 (1,822) Federal funds sold (378) 173 (205) -------------------------------------------------- Total interest-earning assets $ 5,977 $ 2,305 $ 8,282 INTEREST EXPENSE ON: Demand deposits 133 (9) 124 Savings deposits (830) 76 (754) Time deposits 1,532 1,994 3,526 Short-term borrowings 1,922 950 2,872 Long-term debt 71 78 149 -------------------------------------------------- Total interest-bearing liabilities $ 2,828 $ 3,089 $ 5,917 -------------------------------------------------- NET INTEREST INCOME $ 3,149 $ (784) $ 2,365 ==================================================
(1) Fully federal taxable equivalent using a tax rate of 34% in all years. PAGE 28 OF 33 PART II OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders On August 29, 1995, the Company held its Annual Meeting of Shareholders. Three Matters were submitted to the shareholders for consideration: 1. Approval of an Agreement and Plan of Reorganization, dated as of March 14, 1995, and the Plan of Merger attached thereto, providing for the merger of First Merchants Bancorp, Inc. into the Company; 2. Election of four Class III directors; and 3. Ratification of the Board of Directors' appointment of Ernst & Young LLP as auditors for the Company for 1995. The vote tabulation for each matter was as follows: 1. Approval of Agreement and Plan of Reorganization: Broker For Against Abstain Non-votes --- ------- ------- --------- 2,511,248.5401 92,871.7176 18,980.0984 * 2. Election of four Class III directors: Authority Broker Director For Withheld Abstain Non-votes - -------- --- -------- ------- --------- D. K. Cales 2,580,891.9824 42,208.3137 N/A * Jay Goldman 2,589,945.9101 33,154.3860 N/A * C. Dallas Kayser 2,590,342.4669 N/A * Robert D. Fisher 2,588,270.0468 34,830.2493 N/A * Continuing directors whose terms did not expire at the annual meeting were: Samuel M. Bowling, Steven J. Day, Jack E. Fruth, Otis L. O'Connor, Bob F. Richmond, C. Scott Briers, Carlin K. Harmon, Dale Nibert, Mark Schaul and Van R. Thorn. 3. Ratification of Appointment of Ernst & Young LLP: Broker For Against Abstain Non-votes --- ------- ------- --------- 2,601,913.0650 8,245.0677 12,942.1634 * * Totals do not reflect 74,141 additional shares voted on behalf of brokers for proposal numbers 2 and 3 Item 6. Exhibits and Reports on 8-K (a) Exhibits 27 Financial Data Schedule for the nine months ended September 30, 1995. (b) On September 15, 1995, the Company filed a report on Form 8-K, Commission File No. 0-11733, regarding the acquisition of First Merchants Bancorp, Inc. PAGE 29 OF 33 S I G N A T U R E 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. CITY HOLDING COMPANY November 10, 1995 By /s/Dawn Woolsey Dawn Woolsey, Chief Accounting Officer (Principal Accounting Officer) PAGE 30 OF 33 EXHIBIT INDEX Exhibit Page Index Number - ----- ------ 27 Financial Data Schedule for the Nine months ended September 30, 1995 31 PAGE 31 OF 33 EX-27 2 ARTICLE 9 FDS FOR 10-Q
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM CITY HOLDING COMPANY'S UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 1995, AND THE NINE MONTHS THEN ENDED AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000 9-MOS DEC-31-1995 SEP-30-1995 27,263 0 600 0 77,577 133,219 134,187 748,345 6,494 1,025,817 794,347 137,184 8,550 15,000 12,738 0 0 57,998 1,025,817 43,447 10,753 70 54,270 19,818 24,088 30,182 711 9 24,887 9,219 6,308 0 0 6,308 1.22 1.22 4.76 2,203 1,173 109 509 6,477 961 267 6,494 0 0 0
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