Exhibit 99(d) CONSOLIDATED BALANCE SHEETS
June 30, December 31, June 30, 1997 1996 1996 (dollars in thousands) Assets Cash and due from banks $ 152,132 $ 155,725 $ 126,942 Federal funds sold 200 12,950 1,450 Total cash and cash equivalents 152,332 168,675 128,392 Interest bearing deposits with banks 2,163 1,713 1,310 Securities: Available-for-sale 490,042 465,460 418,194 Held-to-maturity (market values $247,584, $293,593 and $319,723 respectively) 239,191 284,691 312,374 Loans 2,692,453 2,499,038 2,345,385 Allowance for loan losses (35,178) (31,720) (30,183) Premises and equipment 67,967 68,667 69,489 Other assets 64,185 63,909 59,799 ---------- ---------- ---------- Total assets $3,673,155 $3,520,433 $3,304,760 ========= ========= ========= Liabilities and Shareholders' Equity Deposits: Non-interest bearing $ 367,301 $ 361,692 $ 332,384 Interest bearing: Savings and NOW accounts 1,024,757 1,011,153 942,028 Time 1,652,310 1,643,124 1,565,525 --------- --------- --------- Total deposits 3,044,368 3,015,969 2,839,937 Short-term borrowings 272,268 163,220 168,534 Other liabilities 37,311 37,563 33,532 Long-term debt 29,537 29,537 4,714 ---------- ---------- ----------- Total liabilities 3,383,484 3,246,289 3,046,717 --------- --------- --------- Shareholders' equity: Preferred stock - no par value; 1,000,000 shares authorized -- -- -- Common stock - $1 par value; 50,000,000 shares authorized; issued and outstanding: 27,812,979, 26,304,157 and 19,736,038 respectively 27,813 26,304 19,736 Surplus 203,673 163,828 170,902 Retained earnings 57,672 83,374 69,951 Securities valuation, net of tax 513 638 (2,546) ----------- ----------- ----------- Total shareholders' equity 289,671 274,144 258,043 --------- --------- ---------- Total liabilities and shareholders' equity $3,673,155 $3,520,433 $3,304,760 ========== ========== ==========
See accompanying notes to financial statements. CONSOLIDATED STATEMENTS OF INCOME
Three months ended Six months ended June 30, June 30, 1997 1996 1997 1996 (in thousands, except for per share data) Interest Income Interest and fees on loans $ 62,960 $ 53,984 $122,170 $106,896 Interest on securities: Taxable 8,705 8,163 17,332 15,494 Tax-exempt 2,985 3,239 6,104 6,497 Other interest income 140 291 537 1,561 Total interest income 74,790 65,677 146,143 130,448 Interest Expense Interest on deposits 32,245 29,213 64,242 59,039 Interest on short-term borrowings 3,321 1,721 5,484 3,175 Interest on long-term debt 518 122 1,017 255 Total interest expense 36,084 31,056 70,743 62,469 Net Interest Income 38,706 34,621 75,400 67,979 Provision for loan losses 4,449 2,317 7,937 4,689 Net interest income after provision for loan losses 34,257 32,304 67,463 63,290 Non-Interest Income Service charges on deposits 3,877 3,562 7,447 6,816 Trust income 2,302 1,996 4,576 4,016 Other operating income 4,851 3,275 9,532 6,608 Securities gains (losses) -- (100) 121 (84) Total non-interest income 11,030 8,733 21,676 17,356 Non-Interest Expense Salaries and employee benefits 16,067 14,524 31,409 29,182 Occupancy 1,778 1,772 3,679 3,613 Equipment 1,915 1,737 3,755 3,401 Other operating 9,921 8,878 19,763 17,248 Total non-interest expense 29,681 26,911 58,606 53,444 Income Before Income Taxes 15,606 14,126 30,533 27,202 Income taxes 4,549 3,925 8,747 7,422 Net Income $ 11,057 $ 10,201 $ 21,786 $ 19,780 Net income per share $.39 $.36 $.77 $.70 Cash dividends declared per share .18 .15 .35 .29 Average shares outstanding (in thousands) 28,313 28,164 28,270 28,124
See accompanying notes to financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
Six months ended June 30, 1997 1996 Cash Flows From Operating Activities Net income $ 21,786 $ 19,780 -------- -------- Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 7,937 4,689 Origination of loans for sale in secondary market (94,484) (125,472) Proceeds from sale of loans 95,078 126,144 Gain on sale of loans (594) (672) Origination of mortgage servicing rights (774) -- Realized securities (gains) losses (121) 84 Provision for depreciation, amortization and accretion 4,048 1,236 Deferred income taxes (435) (737) Increase in interest receivable (643) (193) Increase (decrease) in interest payable 572 (847) Other - net 1,111 (539) -------- -------- Total adjustments 11,695 3,693 ------- ------- Net cash provided by operating activities 33,481 23,473 ------- ------- Cash Flows From Investing Activities Net (increase) decrease in interest bearing deposits with banks (450) 4,051 Purchase of securities available-for-sale (92,998) (189,209) Proceeds from sales of securities available-for-sale 33,681 27,906 Proceeds from maturities and prepayments of securities available-for-sale 32,208 68,137 Purchase of securities held-to-maturity (1,783) (6,959) Proceeds from maturities and prepayments of securities held-to-maturity 50,247 43,984 Net increase in loans (197,743) (130,677) Purchase of premises and equipment and other assets (4,570) (6,139) -------- -------- Net cash used in investing activities (181,408) (188,906) ------- ------- Cash Flows From Financing Activities Net increase in non-interest bearing demand, savings and NOW deposit accounts 19,212 43,262 Net increase (decrease) in time deposits 9,187 (17,065) Net increase in short-term borrowings 109,048 34,211 Repayment of long-term debt -- (964) Cash dividends and fractional shares (9,528) (7,696) Proceeds from sales of stock 3,665 2,928 Common stock repurchased -- (6,119) ----------- Net cash provided by financing activities 131,584 48,557 ------- ------- Decrease in Cash and Cash Equivalents (16,343) (116,876) Cash and Cash Equivalents, beginning of period 168,675 245,268 ------- ------- Cash and Cash Equivalents, end of period $152,332 $128,392 ======= =======
See accompanying notes to financial statements. Notes to Consolidated Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 1. In the opinion of management of the Company, the unaudited consolidated financial statements contained herein include all adjustments (consisting of only normal recurring accruals) necessary to present fairly the consolidated financial position of the Company as of June 30, 1997, June 30, 1996 and December 31, 1996 and consolidated results of operations for the three months and six months ended June 30, 1997 and 1996. 2. The results of operations for the three months and six months ended June 30, 1997 are not necessarily indicative of the results to be expected for the full year. 3. The accompanying unaudited consolidated financial statements should be read in conjunction with the Notes to Consolidated Financial Statements contained in the Registrant's Form 10-K for the year ended December 31, 1996.