-----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, DFM8lkFyCoAzWhVY8t0hDJUweprJLLLA6XnpdSn9lotSdwKma6YnF5sM9iqjkoV7 f90gRkQDU2ZygMZ068ST1g== 0000892569-96-001530.txt : 19960814 0000892569-96-001530.hdr.sgml : 19960814 ACCESSION NUMBER: 0000892569-96-001530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMBANCORP CENTRAL INDEX KEY: 0000741316 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953737171 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-15984 FILM NUMBER: 96609298 BUSINESS ADDRESS: STREET 1: 6001 E WASHINGTON BLVD CITY: CITY OF COMMERCE STATE: CA ZIP: 90040 BUSINESS PHONE: 2137248800 MAIL ADDRESS: STREET 1: PO BOX 911070 STREET 2: 6001 E WASHINGTON BLVD CITY: CITY OF COMMERCE STATE: CA ZIP: 90091 10-Q 1 FORM 10-Q FOR PERIOD ENDING JUNE 30, 1996 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 1996 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to ______________ Commission file number: 0-15984 ------------------ COMBANCORP - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 95-3737171 - ----------------------------------------------- ---------------------- (State or other jurisdiction of (IRS Employer incorporation or organization) Identification Number) 6001 E. Washington Blvd., City of Commerce, CA 90040 - ----------------------------------------------- ---------------------- (Address of Principal executive offices) (Zip Code) (213) 724-8800 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - ------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ As of June 30, 1996, there were 565,789 outstanding shares of the issuer's Common Stock, no par value. 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements CONSOLIDATED BALANCE SHEETS (unaudited)
June 30, 1996 December 31, 1995 ------------- ----------------- ASSETS Cash and due from banks - demand $ 5,723,384 $ 5,639,763 Federal funds sold 4,900,000 2,800,000 ----------- ----------- Cash and cash equivalents 10,623,384 8,439,763 Interest bearing deposits with financial institutions 6,725,000 11,755,000 Federal Reserve Bank stock 120,000 120,000 Securities available for sale 26,219,593 21,046,565 Loans 23,428,150 23,771,964 Less: Deferred loan fees and costs (65,303) (65,731) Unearned discount on acquired loans (60,144) (84,823) Allowance for loan losses (415,773) (432,559) ----------- ----------- Net loans 22,886,930 23,188,851 ----------- ----------- Premises and equipment, net 3,226,606 3,291,753 Other real estate owned 106,926 106,926 Accrued interest receivable and other assets 1,030,326 881,171 ----------- ----------- Total assets $70,938,765 $68,830,029 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Demand - non-interest bearing $24,086,969 $21,805,536 Savings and other interest bearing accounts 25,390,289 26,691,892 Time, $100,000 and over 5,924,520 5,381,974 Other time 9,036,167 8,144,395 ----------- ----------- Total deposits 64,437,945 62,023,797 Accrued interest payable and other liabilities 354,811 421,322 ----------- ----------- Total liabilities 64,792,756 62,445,119 Shareholders' equity: Common stock 4,453,300 4,453,300 Retained earnings 1,967,305 1,796,650 Unrealized gain(loss) on securities available for sale, net (274,596) 134,960 ----------- ----------- Total shareholders' equity 6,146,009 6,384,910 ----------- ----------- Total liabilities and shareholders' equity $70,938,765 $68,830,029 =========== ===========
See accompanying notes to consolidated financial statements 2 3 CONSOLIDATED STATEMENTS OF INCOME (unaudited)
Three months Six months ended June 30, ended June 30, -------------------------- ------------------------ 1996 1995 1996 1995 ---------- --------- ---------- ----------- Interest income: Interest on loans $ 583,350 $ 737,384 $1,233,608 $1,529,201 Interest on deposits with financial institutions 117,869 147,620 284,961 270,792 Interest on securities 436,052 245,651 788,481 500,801 Interest on Federal funds sold 42,798 192,432 83,530 349,252 ---------- ---------- ---------- ---------- Total interest income 1,180,069 1,323,087 2,390,580 2,650,046 Interest expense on deposits 303,212 296,888 608,292 577,348 ---------- ---------- ---------- ---------- Net interest income 876,857 1,026,199 1,782,288 2,072,698 Provision for loan losses 44,000 40,000 174,000 70,000 ---------- ---------- ---------- ---------- Net interest income after provision for loan losses 832,857 986,199 1,608,288 2,002,698 ---------- ---------- ---------- ---------- Other income: Gain (loss) on the sale of OREO and on the call of securities - (9,824) 3,317 (9,824) Other 182,425 161,904 330,057 339,215 ---------- ---------- ---------- ---------- Total other income 182,425 152,080 333,374 329,391 ---------- ---------- ---------- ---------- Other operating expenses: Salaries and employee benefits 344,998 357,454 720,889 757,888 Occupancy expense 72,368 90,561 138,065 190,370 Equipment and utilities expense 58,358 61,938 112,197 101,022 Professional fees 134,396 42,420 217,214 89,251 Advertising expense 11,959 18,294 17,774 37,299 Business promotion 20,456 20,471 37,404 35,377 Supplies and Office expenses 51,305 54,955 91,934 90,861 Data processing 35,033 28,708 75,774 69,097 Other expenses 132,517 168,025 232,256 373,735 ---------- ---------- ---------- ---------- Total other operating expenses 861,390 842,826 1,643,507 1,744,900 ---------- ---------- ---------- ---------- Income before income taxes 153,892 295,453 298,155 587,189 Provision for income taxes 67,100 121,900 127,500 243,000 ---------- ---------- ---------- ---------- Net income $ 86,792 $ 173,553 $ 170,655 $ 344,189 ========== ========== ========== ========== Per share: Net income $ 0.15 $ 0.31 $ 0.30 $ 0.61 ========== ========== ========== ========== Dividends - - - $ 0.25 ========== ========== ========== ==========
See accompanying notes to consolidated financial statements 3 4 \ COMBANCORP AND SUBSIDIARY CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
Period ended June 30, --------------------------------- 1996 1995 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 170,655 $ 344,189 Adjustments to reconcile net income to net cash provided by operating activities: Gain on call of securities (3,317) - Loss on sale of premises and equipment and other real estate owned - 9,824 Depreciation and amortization 162,478 106,085 Write down of other real estate owned - 20,000 Provision for possible loan losses 174,000 70,000 Amortization of deferred loan fees (428) (37,815) Net accretion of discount on securities (29,023) (171,887) Accretion of unearned discount on acquired loans (24,679) (143,940) Net (increase) decrease in accrued income receivable and other assets (207,364) 9,294 Net increase in taxes payable 245,608 51,689 Net increase (decrease) in accrued interest payable and other liabilities 12,410 (23,989) ------------ ----------- Net cash provided by (used in) operating activities 500,340 233,450 ------------ ----------- CASH FLOWS FROM INVESTING ACTIVITIES Net (increase) decrease in interest bearing deposits with other financial institutions 5,030,000 (1,677,000) Proceeds from sale of other real estate owned - 361,189 Proceeds from maturities and calls of securities 4,953,793 7,901,902 Purchases of securities available for sale (10,798,836) (3,944,143) Loan principal collections, net 153,027 1,668,447 Purchases of premises and equipment (68,851) (697,697) ------------ ----------- Net cash provided by (used in) investing activities (730,867) 3,612,698 ------------ ----------- CASH FLOWS FROM FINANCING ACTIVITIES Net increase (decrease) in deposits 2,414,148 (3,805,066) Dividends paid - (141,447) ------------ ----------- Net cash provided by (used in) financing activities 2,414,148 (3,946,513) ------------ ----------- Increase (decrease) in cash and cash equivalents 2,183,621 (100,365) ------------ ----------- CASH AND CASH EQUIVALENTS Beginning of year 8,439,763 17,350,356 ------------ ----------- End of year $ 10,623,384 $17,249,991 ============ ===========
See accompanying notes to consolidated financial statements 4 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 1996 (unaudited) Note 1. Basis of Presentation --------------------- The accounting and reporting policies of the Company and its subsidiary are in accordance with generally accepted accounting principles and conform to general practices within the banking industry. The financial statements are prepared on the accrual basis of accounting with all significant income and expense items accrued at the respective statement dates. The financial statements include the accounts of the Company and its wholly-owned subsidiary, Commerce National Bank (the "Bank"). All material intercompany accounts and transactions have been eliminated. In management's opinion, the accompanying financial statements reflect all material adjustments (consisting only of normal recurring accruals) necessary to a fair statement of the results for the interim periods presented. The results for the interim period ended June 30, 1996, are not necessarily indicative of the results which will be reported for the entire year. Note 2. Income Per Share ---------------- Income per share is computed using the weighted average number of shares of common stock and common stock equivalents outstanding. Stock options are considered to be common stock equivalents, except when their effect would be antidilutive or immaterial. The weighted average number of shares used to compute income per share was 565,789 for each period presented. Note 3. Availability of Funds From Bank ------------------------------- Under Federal banking law, dividends declared by the Bank in any calendar year may not, without the approval of the Comptroller of the Currency, exceed the Bank's net income, as defined, for that year combined with its retained net income for the preceding two years. Federal banking law restricts the Bank from extending credit to the Company in excess of 10 percent of the Bank's capital stock and surplus, as defined. Any such extensions of credit are subject to strict collateral requirements. Note 4. Pending Acquisition ------------------- On April 26, 1996, COMBANCORP (the "Company") and BanPonce Corporation ("BanPonce") announced the signing of an agreement in principle for BanPonce to acquire the Company for $10,375,000 in cash. BanPonce is a $16 billion bank holding company based in the Commonwealth of Puerto Rico, and operates 215 branches, including 29 in New York, 6 in New Jersey, 4 in Chicago, and 1 in Los Angeles. On May 22, 1996, the Company, BanPonce, and its indirect wholly-owned subsidiary, BanPonce Merger Corp. ("Merger Sub"), entered into an Agreement and Plan of Merger pursuant to which Merger Sub will merge with and into the Company and each outstanding share of common stock of the Company will be converted into the right to receive $17.31 in cash. The merger is conditioned upon, among other things, approval by the Company's shareholders and the receipt of the required regulatory approvals. 5 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Financial Condition - ------------------- The Company's consolidated balance sheet at June 30, 1996 reflected an increase of 3.1% in total assets and 3.9% in deposits from December 31, 1995. As a result of continued slow loan demand, the Bank experienced a decrease of 1.5% in gross loans during this period. The components of the changes in loans are as follows:
Increase (Decrease) over December 31, 1995 ---------------------- Commercial loans 10.1 % Real estate - construction (10.2)% Real estate - primarily loans for acquisition or improvement of owner occupied offices and industrial property (15.0)% Real estate - mortgage loans acquired (1.2)% Installment loans 3.6%
The loan to deposit ratio at June 30, 1996 was 36.4%, compared to 38.3% at December 31, 1995. Non-performing loans (i.e., those past due 90 days and/or on non-accrual) at June 30, 1996 amounted to approximately $105,255 as compared to approximately $269,700 at December 31, 1995, a 61.0% decrease. Impairment of loans having recorded investments of approximately $15,802 at June 30, 1996 has been recognized. The total allowance for loan losses related to this loan was $1,000 on June 30, 1996. The average recorded investment for all impaired loans during the first six months of 1996 was approximately $118,800 and consisted of two loans. Interest income of $12,746 on the loan in the amount of $103,000 was recognized during this period. At June 30, 1996, the following impaired loans were past due 90 days or more and assigned the accrual status noted:
Loans past due over 90 Loans on days and still accruing non-accrual status ----------------------- ------------------ Commercial $79,930 $ - Real Estate: Construction - - Other - 15,802 Mortgage loans acquired - - Consumer / Installment 9,523 - ------- ------- Total $89,453 $15,802 ======= =======
6 7 At June 30, 1996, non-performing loans consisted of the following: o A loan on non-accrual status in the amount of $15,802 which is secured by a first trust deed on 1-4 family residence. A notice of default was filed on April 12, 1996. This loan represents 10% of a loan with the balance participated with another financial institution. o A UCC1 secured loan in the amount of $79,930, on which the Bank has not received a payment since May 1, 1996. Current financial statements have been received and are being reviewed. This loan will be termed out at renewal. o The balance of the non-performing loans totals $9,523, and consists of one reserve line of credit and five credit card loans. Other Real Estate Owned ("OREO") at June 30, 1996 remained at $106,926. Management believes that it has adequately reserved for those loans representing an above normal degree of risk.
================================================================================= June 30, December 31, 1996 1995 -------- ----------- ASSET QUALITY RATIOS: Non-performing loans to gross loans 0.5% 1.1% Non-performing loans and OREO to total assets 0.3% 0.5% =================================================================================
The allowance and provision for loan losses is a general reserve established by management to absorb potential losses inherent in the entire loan portfolio. The level and rate of additions to the allowance for loan losses are based on a continuing analysis of the loan portfolio and at June 30, 1996, reflected an amount which in management's judgment was adequate for known and inherent losses. In evaluating the adequacy of the allowance, management gives consideration to economic prospects and net worth of the individual borrowers and guarantors, the extent and type of collateral, the nature and amount of loans subject to adverse classification, the total size and mix of the loan portfolio and such other factors as management considers material to an evaluation of the allowance. The allowance for loan losses aggregated $415,773 at June 30, 1996, or 1.8% of outstanding loans, as compared to $432,559, or 1.8% of outstanding loans at December 31, 1995. During the same period, the allowance for loan losses as a percentage of non-performing loans was 395.0% and 160.4%, respectively. Funds not required for lending activities at June 30, 1996 were invested in U.S. treasury and agency securities, investment grade corporate notes, municipal bonds, interest-bearing deposits with other financial institutions and Federal funds sold. At June 30, 1996, Federal funds sold increased $2.1 million and interest bearing deposits with financial institutions decreased by approximately $5 million when compared to December 31, 1995. Securities available for sale increased by approximately $5.2 million during the same period. Maturing securities have been reinvested in higher yielding callable U.S. treasury and agency securities maturing between 1 year and 10 years to protect against loss of income due to interest rate risk. The net unrealized gain or loss on securities available for sale, net of deferred taxes, included in shareholders' equity decreased from an unrealized gain of $134,960 at December 31, 1995 to an unrealized loss of $274,596 at June 30, 1996, reflecting the decrease in market value resulting from a general increase in rates during the first six months of 1996. Results of Operations - --------------------- Net income for the three months and six months ended June 30, 1996 was $86,792, or $.15 per share, and $170,655, or $.30 per share, respectively, compared to $173,553, or $.31 per share, and $344,189, or $.61 per share, reported in the comparable periods last year. 7 8 Net interest income for the three month and six month periods ended June 30, 1996 decreased 14.6% and 14.0% over the comparable periods in 1995 due primarily to the decrease in total average earning assets of 6.9% and 4.5% for the respective periods. Average loans decreased 9.2% and 5.7% when compared to the three and six month periods in 1995, while other average interest bearing assets consisting of securities and time certificates of deposits with other institutions decreased 5.4% and 3.7% during the respective periods. Interest expense increased approximately 2.1% for the three month period and 5.4% for the six month period ended June 30, 1996 over the comparable periods in 1995 due to the increase in rates on deposits of 20 and 26 basis points, offset by a decrease in average interest bearing deposits of 4.4% and 3.4% for the respective periods. The annualized net interest margin was 5.8% and 6.3% for the three months ended June 30, 1996 and 1995, respectively, and was 5.9% and 6.6% for the six months ended June 30, 1996 and 1995, respectively. The provision for loan losses increased $4,000, or 10.0%, during the three month period and $104,000, or 148.6%, during the six month period ending June 30, 1996, compared to the comparable periods in 1995. This reflects management's recognition and charge-off of certain credits that arose in the first quarter of 1996, and management's assessment of the potential risks in the loan portfolio, adequacy of the underlying collateral, collectibility, and the experience of past loan losses. For analytical purposes, as part of the overall estimate of the allowance for loan losses, management attributes a portion of the allowance to each category in the loan portfolio. However, this does not imply that any part of the allowance is segregated for, or allocated to, any particular loan or group of loans. The allowance is available to absorb all loan losses originating from the loan portfolio. Other operating expenses increased approximately 2.2% for the three month period and decreased approximately 5.8% for the six month period ending June 30, 1996 compared to the comparable periods in 1995. Occupancy expense decreased $52,305, or 27.5%, for the six month period ending June 30, 1996 due to the fact that the Bank exercised its option to purchase the Downey Branch facility from the Federal Deposit Insurance Corporation ("FDIC") and was able to significantly decrease the monthly expense on the lease by substituting it with an asset which will be depreciated over the life of that asset. Professional fees increased $91,976, or 216.8%, for the three month period and $127,963, or 143.4%, for the six month period ended June 30, 1996, due to the utilization of sales and marketing consultants. The Company also incurred additional professional fees for attorneys and accounting in connection with the pending acquisition of the Company by BanPonce. Other expenses decreased $35,508, or 21.1%, and $141,479, or 37.9%, for the three and six month periods ended June 30, 1996, respectively, due primarily to the decrease in FDIC fees of $33,851, or 98.5%, and $125,720, or 99.2%, for the three and six month periods ended June 30, 1996. 8 9 Liquidity and Interest Rate Sensitivity - --------------------------------------- At June 30, 1996, total earning assets were $61.4 million, or 86.5% of total assets. The Company's liquid assets were $20.3 million and consisted of cash and due from banks, interest-bearing deposits with financial institutions, unpledged securities maturing within one year and Federal funds sold. The liquidity ratio (i.e., liquid assets to total deposits) was 31.6% compared to 55.2% at December 31, 1995. This reflects the Bank's investment in longer term securities in the Bank's available-for-sale portfolio as well as the $1.4 million in pledged securities. The Bank has outstanding commitments to lend in the amount of approximately $6.6 million at June 30, 1996. Because many of the commitments are expected to expire without being drawn upon, such commitments do not necessarily represent future cash requirements. The Company has no material unrecorded commitments for funds. Interest-bearing deposits with financial institutions at June 30, 1996 consisted exclusively of time certificates of deposit, all of which mature within one year. The Company's securities consisted primarily of U.S. treasury and agency obligations, corporate bonds and bank qualified municipal bonds, which were readily marketable. At June 30, 1996, the cost of these securities exceeded their market value by approximately $472,100. Securities totaling $1,400,000 were pledged to secure Treasury Tax and Loan deposits and public funds. The Company's loan portfolio also was relatively liquid with approximately 67.3% of the outstanding loans maturing within one year and/or sensitive to changes in interest rates. The Company believes that its position with respect to interest rate fluctuations is favorable, in that the majority of the Company's loans bear a floating rate of interest and the majority of its investments have short maturities. At June 30, 1996, the Company was in a liability sensitive position through its one year gap and an asset sensitive position in its over one year gap. The 90 day gap, (i.e., the difference between assets and liabilities that reprice in that period as a percentage of total assets) was negative, or liability sensitive, at 15% and its cumulative gap was asset sensitive at 30%. Generally, an asset sensitive position will result in enhanced earnings in a rising interest rate environment and declining earnings in a falling interest rate environment because larger volumes of assets than liabilities will reprice. Conversely, a liability sensitive position will be detrimental to earnings in a rising interest rate environment and will enhance earnings in a falling interest rate environment. 9 10 The Asset and Liability Maturity Repricing Schedule below sets forth the distribution of Repricing opportunities for the Company's interest earning assets and liabilities, the interest sensitivity gap and the ratio of cumulative gap to total assets. INTEREST SENSITIVITY PERIOD (in thousands)
over over over 3 months 6 months 1 year 3 months through through through over or less 6 months 1 year 5 years 5 years Total --------- -------- -------- -------- -------- ------- INTEREST EARNING ASSETS: Federal funds sold $ 4,900 $ - $ - $ - $ - $ 4,900 Securities 201 1,982 798 15,671 7,688 26,340 Deposits with other institutions 2,666 2,674 1,385 - - 6,725 Loans 15,232 166 359 5,058 2,613 23,428 -------- ------- ------- ------- ------- ------- TOTAL $ 22,999 $ 4,822 $ 2,542 $20,729 $10,301 $61,393 ======== ======= ======= ======= ======= ======= INTEREST BEARING LIABILITIES: Time Deposits: a) TCD's less than $100M $ 4,188 $ 2,101 $ 2,012 $ 734 $ 1 $ 9,036 b) TCD's $100M and over 3,775 774 1,002 374 - 5,925 Savings 9,295 - - - - 9,295 Money Market 8,199 - - - - 8,199 Now Accounts 7,896 - - - - 7,896 -------- ------- ------- ------- ------- ------- TOTAL $ 33,353 $ 2,875 $ 3,014 $ 1,108 $ 1 $40,351 ======== ======= ======= ======= ======= ======= Interest Sensitivity Gap: Interval $(10,354) $ 1,947 $ (472) $19,621 $10,300 Cumulative $(10,354) $(8,407) $(8,879) $10,742 $21,042 $21,042 -------- ------- ------- ------- ------- ------- Ratio of cumulative gap to total assets -15% -12% -13% 15% 30% 30% ======== ======= ======= ======= ======= =======
At June 30, 1996, the Company was entitled to borrow on a collateralized basis at the discount window at the Federal Reserve Bank of San Francisco. In addition, the Bank has available a Federal funds line of credit in the amount of $1 million with one of its correspondent banks. Capital Resources - ----------------- The Company is currently exempt from the Federal Reserve Board's risk-based capital guidelines because consolidated assets are under $150 million. However, the Bank is subject to the risk-based capital guidelines adopted by the Office of the Comptroller of the Currency. These guidelines require the Bank to maintain a minimum ratio of total capital-to-risk-weighted assets of 8% (of which at least 4% must consist of Tier I capital), and a leverage ratio of at least 3%. At June 30, 1996, the Bank had a total capital-to-risk-weighted assets ratio of 19.7%, with a Tier I capital ratio of 18.4%, and a leverage ratio of 8.6%. Currently, the Company and the Bank exclude the impact of the net unrealized gains (loss) on securities available for sale, net of deferred taxes, in their regulatory capital ratios. Recent Accounting Developments - ------------------------------ In 1995, the FASB issued Statement No. 123, Accounting for Stock-based Compensation. Statement No. 123 establishes financial accounting and reporting standards for stock-based employee compensation plans such as a purchase plan. The Statement generally suggests stock-based compensation transactions be accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. An enterprise may continue to follow the requirements of Accounting 10 11 Principles Board (APB) Opinion No. 25, which does not require compensation to be recorded if the consideration to be received is at least equal to the fair value at the measurement date. If an enterprise elects to follow APB Opinion No. 25, it must disclose the pro forma effects on net income as if compensation were measured in accordance with the suggestions of Statement No. 123. The Company has not determined if it will continue to follow APB Opinion No. 25 or follow the guidance of Statement No. 123. However, adoption of this pronouncement in 1996 is not expected to have a material impact on the financial statements. 11 12 PART II. OTHER INFORMATION Items 1 - 5. Inapplicable Item 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits (27) Financial Data Schedule (b) Reports on Form 8-K The registrant filed no reports on Form 8-K during the quarter ended June 30, 1996. 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. COMBANCORP Date: August 9, 1996 By: /s/ RICHARD F. DEMERJIAN ---------------------------- Richard F. Demerjian Chief Executive Officer Date: August 9, 1996 By: /s/ ESTHER G. WILSON ---------------------------- Esther G. Wilson Chief Financial Officer 12 EX-27 2 FINANCIAL DATA SCHEDULE
9 1 U.S. DOLLARS 3-MOS DEC-31-1996 APR-01-1996 JUN-30-1996 1 5,723,384 6,725,000 4,900,000 0 26,219,593 120,000 0 23,428,150 (415,773) 70,938,765 64,437,945 0 354,811 0 0 0 4,453,300 1,692,709 70,938,765 583,350 596,719 0 1,180,069 303,212 303,212 876,857 44,000 0 861,390 153,892 153,892 0 0 86,792 0.15 0.15 0 0 0 0 0 0 0 0 0 0 0 0
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