SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ 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: 0-22066 FCB FINANCIAL CORP. (Exact name of registrant as specified in its charter) Wisconsin 39-1760287 (State or other jurisdiction (IRS Employer Identification No.) of incorporation or organization) 108 E. Wisconsin Avenue, Neenah, WI 54956 (Address of principal executive office) (Zip Code) (414) 727-3400 (Registrant's telephone number, including area code) 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 Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class: Common Stock, $.01 Par Value Number of shares outstanding as of June 30, 1996: 2,459,614 FCB FINANCIAL CORP. INDEX -- FORM 10-Q Part I--Financial Information Page No. Item 1--Financial Statements (Unaudited) Consolidated Statements of Financial Condition as of June 30, 1996 and March 31, 1996 1 Consolidated Statements of Income for the Three Months Ended June 30, 1996 and 1995 3 Consolidated Statements of Shareholders' Equity for the Three Months Ended June 30, 1996 and 1995 4 Consolidated Statements of Cash Flows for the Three Months Ended June 30, 1996 and 1995 5 Notes to Consolidated Financial Statements 7 Item 2 --Management's Discussion and Analysis Results of Operations 9 Changes in Financial Condition 9 Asset Quality 11 Liquidity & Capital Resources 13 Other Matters 14 Part II--Other Information Item 6 --Exhibits and Reports on Form 8-K 15 Part I - Financial Information Item 1--Financial Statements FCB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 1996 and March 31, 1996 (Unaudited) ASSETS June 30 March 31 1996 1996 (In thousands) Cash and cash equivalents $4,669 $4,792 Investment securities held to maturity (estimated fair value of $6,957 and $6,965 at June 30, 1996 and March 31, 1996, respectively) 6,988 6,986 Mortgage-related securities available for sale, at fair value 6,730 6,906 Mortgage-related securities held to maturity (estimated fair value of $17,465 and $17,986 at June 30, 1996 and March 31, 1996, respectively) 17,369 17,850 Investment in Federal Home Loan Bank stock, at cost 2,863 2,595 Loans held for sale - Net of unrealized loss of $160 and $101 at June 30, 1996 and March 31, 1996, respectively 5,998 5,161 Loans receivable - Net 214,101 204,897 Real estate held for investment 191 196 Interest receivable on loans 1,233 1,167 Interest receivable - Other 146 228 Office properties and equipment 4,199 4,211 Prepaid expenses and other assets 271 267 Deferred income taxes 414 404 ------- ------- TOTAL ASSETS $265,172 $255,660 ======= ======= FCB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION June 30, 1996 and March 31, 1996 LIABILITIES AND SHAREHOLDERS' EQUITY June 30 March 31 1996 1996 Liabilities: Deposit accounts $153,431 $151,115 Borrowed funds 57,255 51,900 Advance payments by borrowers for taxes and insurance 3,875 2,410 Accrued interest 765 949 Other liabilities 2,193 1,545 Dividends payable 422 360 Accrued income taxes 576 189 -------- ------- Total liabilities 218,517 208,468 -------- -------- Commitments and contingencies Shareholders' Equity: Common stock - $.01 par value 29 29 Additional paid-in capital 28,741 28,693 Retained earnings - Substantially restricted 26,247 25,930 Unrealized loss on securities available for sale - Net of tax (43) (26) Unearned compensation - ESOP (1,054) (1,118) Treasury common stock, at cost (7,265) (6,316) -------- ------- Total shareholders' equity 46,655 47,192 -------- ------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $265,172 $255,660 ======= ======= See accompanying notes to the unaudited consolidated financial statements. FCB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Three Months Ended March 31, 1996 and 1995 (Unaudited) Three Months Ended June 30 1996 1995 (In thousands except per share numbers) Interest and dividend income: Mortgage loans $3,677 $3,302 Other loans 621 466 Investment securities 96 127 Mortgage-related securities 400 430 Dividends on stock in Federal Home Loan Bank 45 37 Interest-bearing deposits 13 8 ------- ------- Total interest and dividend income 4,852 4,370 ------- ------- Interest expense: Deposit accounts 1,916 1,881 Borrowed funds 701 596 ------- ------- Total interest expense 2,617 2,477 ------- ------- Net interest income 2,235 1,893 Provision for loan losses 50 50 ------- ------- Net interest income after provision for loan losses 2,185 1,843 ------- ------- Noninterest income: Loan fees and charges 91 92 Savings fees and charges - Net 30 29 Gain on sale of loans - Net 5 19 Other income 49 51 ------- ------- Total noninterest income 175 191 ------- ------- Operating expenses: Compensation, payroll taxes and other employee benefits 567 546 Marketing 51 67 Occupancy 171 174 Data processing 61 59 Federal insurance premiums 89 84 Other 183 164 ------- ------- Total operating expenses 1,122 1,094 ------- ------- Income before provision for income taxes 1,238 940 Provision for income taxes 481 371 ------- ------- NET INCOME $757 $569 ======= ======= EARNINGS PER SHARE - See note 4 $0.31 $0.22 ======= ======= DIVIDENDS DECLARED PER SHARE $0.18 $0.15 ======= ======= See accompanying notes to the unaudited consolidated financial statements. FCB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Three Months Ended June 30, 1996 and 1995 (Unaudited-in thousands) Unrealized Loss on Securities Additional Available Unearned Treasury Common Paid-in Retained for Sale, Compensation Common Stock Capital Earnings Net of Tax ESOP Stock Total Balance at March 31, 1995 $ 29 $ 28,526 $ 24,916 $ 0 $ (1,361) $ (4,093) $ 48,017 Net income for three months ended June 30, 1995 569 569 Cash dividends declared ($.15 per share) (374) (374) Amortization of unearned compensation - ESOP 34 63 97 ------- ------- ------- ------- ------- ------- ------- Balance at June 30, 1995 29 28,560 25,111 0 (1,298) (4,093) 48,309 Net income for nine months ended March 31, 1996 1,988 1,988 Cash dividends declared ($.45 per share) (1,110) (1,110) Amortization of unearned compensation - ESOP 133 180 313 Increase in unrealized losses on securities available for sale - Net of tax (26) (26) Exercise of stock options - 12,500 treasury common shares (59) 184 125 Purchase of treasury common stock - 131,530 shares (2,407) (2,407) -------- ------- ------- ------- ------- ------- ------- Balance at March 31, 1996 29 28,693 25,930 (26) (1,118) (6,316) 47,192 Net income for three months ended June 30, 1996 757 757 Cash dividends declared ($.18 per share) (422) (422) Amortization of unearned compensation - ESOP 48 64 112 Increase in unrealized losses on securities available for sale - Net of tax (17) (17) Exercise of stock options - 3,000 treasury common shares (18) 48 30 Purchase of treasury common stock - 56,000 shares (997) (997) ------- ------- ------- ------- ------- ------- ------- Balance at June 30, 1996 $ 29 $ 28,741 $ 26,247 $ (43) $ (1,054) $ (7,265) $ 46,655 ======= ======= ======= ======= ======= ======= ======= See accompanying notes to the unaudited consolidated financial statements. FCB FINANCIAL CORP. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended June 30, 1996 and 1995 (Unaudited) Three Months Ended June 30 1996 1995 (In thousands) Operating activities: Net income $ 757 $ 569 ------ ------ Adjustments to reconcile net income to net cash used in operating activities: Depreciation 66 69 Net amortization (accretion) of premiums (discounts) on investment and mortgage- related securities (7) 1 Provision for loan losses 50 50 Gain on sale of loans - Net (5) (9) Loss pass-through on real estate held for investment 5 5 Loans originated for sale (5,368) (4,373) Proceeds from loan sales 4,536 2,325 Changes in operating assets and liabilities: Interest receivable 16 21 Prepaid expenses and other assets (4) 35 Accrued interest and other liabilities 464 868 Accrued income taxes 387 293 Unearned compensation - ESOP 112 97 ------- ------- Total adjustments 252 (618) ------- ------- Net cash provided by (used in) operating activities 1,009 (49) ------- ------- Cash flows from investing activities: Purchases of investment securities held to maturity (2,000) 0 Maturities of investment securities held to maturity 2,000 2,000 Principal repayments on mortgage-related securities available for sale 149 0 Principal repayments on mortgage-related securities held to maturity 468 285 Purchase of Federal Home Loan Bank stock (268) 0 Net increase in loans (9,254) (6,780) Capital expenditures (54) (2) ------- ------- Net cash used in investing activities (8,941) (3,497) ------- ------- Cash flows from financing activities: Net increase in deposit accounts 2,316 6,311 Net increase (decrease) in borrowed funds 5,355 (4,150) Net increase in advance payments by borrowers for taxes and insurance 1,465 1,510 Proceeds from exercise of stock options 30 0 Purchase of treasury common stock (997) 0 Dividends paid (360) (299) ------- ------- Net cash provided by financing activities 7,809 3,372 ------- ------- Net decrease in cash and cash equivalents (123) (174) Cash and cash equivalents at beginning 4,792 4,773 ------- ------- Cash and cash equivalents at end $ 4,669 $ 4,599 ======= ======= Supplemental cash flow information: Cash paid during the quarter for: Interest on deposit accounts $ 1,853 $ 1,692 Interest on borrowed funds 685 626 Income taxes 93 77 See accompanying notes to the unaudited consolidated financial statements. FCB FINANCIAL CORP. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) NOTE 1-PRINCIPLES OF CONSOLIDATION FCB Financial Corp. (the "Corporation") is the holding company for Fox Cities Bank, F.S.B. (the "Bank"). The accompanying unaudited consolidated financial statements include the accounts of the Corporation, the Bank and the Bank's wholly-owned subsidiaries, Fox Cities Financial Services, Inc. ("FCFS") and Fox Cities Investments, Inc. ("FCI"), after elimination of significant intercompany accounts and transactions. FCFS sells tax-deferred annuities and consumer credit life and disability insurance. In addition, FCFS has a 50% ownership in a low/moderate income apartment building partnership. The partnership qualifies for federal low income housing tax credits. FCI, a Nevada corporation, owns and manages a portfolio of investment securities, all of which are permissible investments of the Bank itself. NOTE 2-BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures are adequate to prevent the information presented from being misleading. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the consolidated financial statements have been included. The results of operations and other data for the three months ended June 30, 1996 are not necessarily indicative of results that may be expected for the fiscal year ending March 31, 1997. The unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto for the fiscal year ended March 31, 1996 included in the Corporation's Annual Report on Form 10-K (Commission File Number 0-22066) as filed with the Securities and Exchange Commission. NOTE 3-ACCOUNTING CHANGES Effective April 1, 1996, the Corporation adopted Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long- Lived Assets to be Disposed of," which requires long-lived assets and certain intangibles to be held and used by an entity to be reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. The Statement also requires long-lived assets and certain intangibles to be disposed of to be reported at the lower of carrying amount or fair value less cost to sell. Adoption of this Statement did not have a material impact on the Corporation's financial condition at, or results of operations for the three month period ended, June 30, 1996. Effective April 1, 1996, the Corporation adopted FASB Statement of Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing Rights," which amends the previously issued Statement No. 65, "Accounting for Certain Mortgage Banking Activities." Statement No. 122 requires recognition of mortgage servicing rights as assets however the rights are acquired. For loans which are subsequently sold or securitized, a portion of the cost of the loans shall be allocated to the servicing rights based on the relative fair values of the loans and the servicing rights. The Statement further requires assessment of the value of the capitalized mortgage servicing rights for impairment. As a result of adopting this Statement, the Corporation recorded a mortgage servicing rights ("OMSR") asset and an additional gain on sale of loans of approximately $45,000 in the quarter ended June 30, 1996. There was no impairment of OMSRs in the quarter. NOTE 4-EARNINGS PER SHARE Earnings per share of common stock for the three months ended June 30, 1996 and 1995 were computed based on consolidated net income and weighted average outstanding shares. The weighted average number of shares outstanding for the three months ended June 30, 1996 and 1995 were 2,422,348 and 2,539,276, respectively. NOTE 5-STOCK REPURCHASE PROGRAMS On January 23, 1996, the Corporation announced that it had adopted a stock repurchase program. Under this program, the Corporation purchased 5% of its outstanding common stock, or 131,530 shares, over the period beginning January 31, 1996 and ending March 4, 1996. On March 8, 1996, the Corporation announced that it had adopted an additional stock repurchase program. Under this additional program, the Corporation is authorized to purchase an additional 5% of its outstanding common stock, or 125,630 shares, over the twelve month period beginning with the date of the announcement. At June 30, 1996, 56,000 shares had been repurchased. These two programs were the third and fourth 5% stock repurchase programs adopted by the Corporation since it became a public company in September, 1993. The Corporation received prior approval from the Office of Thrift Supervision for each of the programs. Item 2-- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF FCB FINANCIAL CORP. Results of Operations The Corporation's results of operations are dependent primarily on the Bank's net interest income, which is the difference between the interest income earned on loans, mortgage-related securities and investments and the cost of funds, consisting of interest paid on deposits and borrowings. Operating results are also affected to a lesser extent by loan servicing fees, commissions on insurance sales, service charges for customer services and gains or losses on the sale of investment securities and loans. Operating expenses principally consist of employee compensation and benefits, occupancy expenses, federal deposit insurance premiums and other general and administrative expenses. Results of operations are significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Comparison of Operating Results for the Three Months Ended June 30, 1996 and 1995 Net income was $757,000 and $569,000 for the quarters ended June 30, 1996 and 1995, respectively. The increase in earnings for the quarter ended June 30, 1996 from the same period in the prior fiscal year was primarily the result of an increase of $342,000 in net interest income. This increase in net interest income was partially offset by an increase of $28,000, or 2.6%, in operating expenses and an increase of $90,000, or 24.3%, in the provision for income taxes from the quarter ended June 30, 1995 to the same quarter in 1996. Net interest income increased to $2.2 million for the quarter ended June 30, 1996 from $1.9 million for the quarter ended June 30, 1995. The increase was spurred by growth in earning assets of $9.5 million to $258.4 million at June 30, 1996 from $248.9 million at March 31, 1996. The major factor contributing to the earning asset growth was an increase in the loan portfolio from $204.9 million at March 31, 1996 to $214.1 million at June 30, 1996. When compared to levels from one year ago, earning assets were up $17.5 million from $238.0 million at June 30, 1995. Loans receivable increased $21.1 million during the same time period. Enhancing the effect of the earning asset growth on net income was an increase in the net interest spread to 2.72% for the quarter ended June 30, 1996 from 2.28% for the comparable quarter in the prior year. Net interest margin improved from 3.28% for the quarter ended June 30, 1995 to 3.68% for the quarter just ended. Interest spread and net interest margin improvements were driven by a combination of greater yields on earning assets and a lower cost of funds on deposit accounts and borrowed funds. Since the direction and magnitude of future interest rate changes are not known, it is not possible for management to estimate how such changes may impact the Corporation's results of operations in the future. The provision for income taxes increased from $371,000 for the quarter ended June 30, 1995 to $481,000 for the quarter just ended. The increase was primarily due to the increase in income before provision for income taxes. Changes in Financial Condition Total Assets. Total assets increased $9.5 million to $265.2 million at June 30, 1996 from $255.7 million at March 31, 1996. The principal reason for the increase in total assets was an increase in net loans receivable of $9.2 million. The growth in total assets was funded primarily by a $5.4 million increase in the level of borrowed funds, a $2.3 million increase in deposit accounts, and a $1.5 million increase in advance payments by borrowers for taxes and insurance. Net Loans Receivable. Net loans receivable increased $9.2 million to $214.1 million at June 30, 1996 from $204.9 million at March 31, 1996. This increase resulted from a combination of continued strength in the demand for adjustable rate loans, which are held to maturity by the Bank, and increases in the commercial real estate and indirect auto loan portfolios. The commercial real estate portfolio increased $1.5 million from $35.9 million at March 31, 1996 to $37.4 million at June 30, 1996. Total indirect auto loans increased from $10.5 million at March 31, 1996 to $11.5 million at June 30, 1996. For the first three months of the 1997 fiscal year, $1.8 million of commercial real estate loans and $2.7 million of indirect auto loans were originated. Additionally, the Bank continues to hold some marketable fixed-rate loans to maturity. It is currently the policy of the Bank to sell marketable fixed-rate loans if portfolio loan balances exceed $31.0 million, $9.3 million, and $17.2 million for 15, 20, and 30 year fixed-rate loans, respectively. These amounts have been established by management in conjunction with the Corporation's asset/liability management strategy. Borrowed Funds. Borrowed funds increased $5.4 million to $57.3 million at June 30, 1996 from $51.9 million at March 31, 1996. All of the increase was in the Bank's overnight borrowings which were at interest rates that adjust daily. The proceeds were used to fund loan growth. Deposit Accounts. Deposit accounts grew to $153.4 million at June 30, 1996 from $151.1 million at March 31, 1996, and were used to fund loan growth. Deposit levels have shown slight growth despite the Bank holding rates on deposit products relatively stable. The Bank's cost of deposits for the three month period ended June 30, 1996 was 4.98% compared to 5.04% for the same three month period ended one year ago. Advance Payments by Borrowers for Taxes and Insurance. Advance payments by borrowers for taxes and insurance increased from $2.4 million at March 31, 1996 to $3.9 million at June 30, 1996. The increase was attributable to a normal accumulation of customer escrow funds for property taxes which occurs ratably before calendar year end. Shareholders' Equity. Total shareholders' equity decreased from $47.2 million at March 31, 1996 to $46.7 million at June 30, 1996. The decrease was primarily due to the purchase of treasury stock in connection with the stock repurchase programs referred to in Note 5 to the Notes to Consolidated Financial Statements. Asset Quality Loans are placed on nonaccrual status when either principal or interest is more than 90 days past due. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are either applied to the outstanding principal balance or recorded as interest income, depending on the assessment of the ultimate collectibility of the loan. Impaired loans are measured at the fair value of the expected future cash flows at the loan's effective interest rate, the loan's observable market price or the fair value of the collateral for loans which are collateral dependent. Subsequent changes in the estimated value of impaired loans are accounted for as bad debt expense. Real estate properties acquired through or in lieu of loan foreclosure are initially recorded at fair value at the date of foreclosure. Subsequently, the foreclosed properties are carried at the lower of the newly established cost or fair value less estimated selling costs. Costs related to the development and improvement of property are capitalized, whereas costs relating to the holding of property are expensed. The following table sets forth the amounts and categories of non-performing assets in the Bank's loan portfolio at the dates indicated. For all dates presented, the Bank had no troubled debt restructurings (which involve forgiving a portion of interest or principal on any loans or making loans at terms materially more favorable than those which would be provided to other borrowers) or accruing loans more than 90 days delinquent. Foreclosed properties include assets acquired in settlement of loans. At June 30, At March 31, 1996 1996 1995 1994 (In thousands) Non-accruing loans: One- to four-family $309 $212 $243 $178 Five or more family - - - - Commercial real estate - - - - Consumer and other 4 - 27 8 ---- ---- ---- ---- Total 313 212 270 186 ---- ---- ---- ---- Foreclosed assets: One- to four-family - - - - Five or more family - - - - Commercial real estate - - - - Repossessed assets 5 22 - - ---- ---- ---- ---- Total 5 22 0 0 ---- ---- ---- ---- Total non-performing assets $318 $234 $270 $186 ==== ==== ==== ==== Total non-performing assets as a percentage of total assets 0.12% 0.09% 0.11% 0.09% ==== ==== ==== ==== Allowance for loan losses to loans and foreclosed properties 0.51% 0.51% 0.47% 0.59% ==== ==== ==== ==== Federal regulations require that each savings institution classify its own assets on a regular basis. On the basis of management's review of its assets, at June 30, 1996, on a net basis, the Bank classified $279,000 of its assets as special mention, $83,000 as substandard, $99,000 as doubtful and $2,000 as loss. As of June 30, 1996, management believes that these asset classifications were consistent with those of the Office of Thrift Supervision (the "OTS"). The Bank's loan portfolios are evaluated on a continuing basis to determine the additions to the allowances for losses and the related balance in the allowances. These evaluations consider several factors including, but not limited to, general economic conditions, loan portfolio compositions, loan delinquencies, prior loss experience, and management's estimation of future potential losses. The evaluation of allowances for loan losses includes a review of both known loan problems as well as a review of potential problems based upon historical trends and ratios. Based on management's evaluation at June 30, 1996, $50,000 in loan loss provisions were deemed appropriate for the quarter ended June 30, 1996 and the aggregate allowance for loan losses of $1,118,000 as of such date was determined to be adequate. The following table sets forth an analysis of the Bank's allowance for loan losses for the periods indicated. Three months Ended June 30, 1996 1995 (In thousands) Allowance at beginning of period $1,075 $875 Provision for losses on loans and real estate owned: 50 50 ------ ----- Charge-offs: Residential real estate - - Consumer (7) - ------ ----- Total Charge-offs (7) 0 ------ ----- Recoveries: Residential real estate - - Consumer - - ------ ----- Total recoveries 0 0 ------ ----- Net charge-offs (7) 0 ------ ----- Allowance at end of period $1,118 $925 ====== ===== While management believes that the allowances are adequate and that it uses the best information available to determine the allowance for losses on loans, unforeseen market conditions could result in adjustments and net earnings could be significantly affected if circumstances differ substantially from the assumptions used in making the final determination. Liquidity & Capital Resources The Bank is required to maintain minimum levels of liquid assets as defined by OTS regulations. These requirements, which may be varied at the direction of the OTS depending upon economic conditions and deposit flows, are based upon a percentage of the average daily balance of an institution's net withdrawable deposit accounts and short-term borrowings. The required ratio is currently 5.0%. On June 30, 1996, the Bank's liquidity ratio, calculated in accordance with OTS requirements, was 5.22%. In addition, according to current OTS regulations, short-term liquid assets must constitute l.0% of the average daily balance of net withdrawable deposit accounts and short-term borrowings. On June 30, 1996, the Bank's short-term liquidity ratio was 3.88%. At June 30, 1996, the Bank had outstanding commitments to originate mortgage loans of $7.0 million, with varying interest rates. At June 30, 1996, the Bank had outstanding commitments to sell mortgage loans of $1.7 million, and commitments to purchase loans of $500,000. In addition, the Bank had commitments to fund unused lines of credit of $1.3 million at June 30, 1996. Management does not believe the Bank will suffer any adverse consequences as a result of fulfilling these commitments. The following table summarizes the Bank's capital ratios and the ratios required by the Financial Institution Reform, Recovery and Enforcement Act of 1989 and implementing regulations relating thereto at June 30, 1996: Risk- Tangible Core Based Capital Capital Capital (Dollars in thousands) Bank's regulatory percentage 14.30% 14.30% 24.87% Required regulatory percentage 1.50 3.00 8.00 ----- ----- ----- Excess regulatory percentage 12.80% 11.30% 16.87% ===== ===== ===== Bank's regulatory capital $37,734 $37,734 $38,852 Required regulatory capital 3,959 7,918 12,497 ------ ------ ------ Excess regulatory capital $33,775 $29,816 $26,355 ====== ====== ====== Other Matters Deposits of the Bank are currently insured by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC"). Deposit insurance premiums to both the SAIF and Bank Insurance Fund ("BIF") of the FDIC were identical when both funds were created in 1989, with an eight cent (per $100 of insured deposits) differential between the premiums paid by well-capitalized institutions and the premiums paid by undercapitalized institutions. Deposit insurance premiums for the SAIF and the BIF, which insures deposits in national and state-chartered banks, are set to facilitate each fund achieving its designated reserve ratio. The BIF recently achieved its designated reserve ratio and the FDIC lowered BIF deposit insurance premium rates for all but the riskiest institutions. Based on this reduction, the BIF deposit insurance premium rate for well-capitalized banks was lowered to the statutory minimum of $2,000 per institution per year. Because the SAIF remains significantly below its designated reserve ratio, SAIF deposit insurance premiums were not reduced and remain at .23% to .31% of insured deposits, based upon an institution's supervisory evaluations and capital levels. The current disparity in deposit insurance premiums between the BIF and the SAIF could place the Bank at a competitive disadvantage to BIF insured institutions. The current financial condition of the SAIF has resulted in proposed legislation to recapitalize the SAIF through a one-time special assessment of approximately $0.85 to $0.90 per $100 of insured deposits. If this legislation is enacted into law, the Corporation could be required to pay a special assessment of approximately $1.5 million based on June 30, 1996 insured deposits. This special assessment, if imposed, could reduce net income in the quarter in which it is paid. Management cannot currently predict whether or when such legislation may become law. Legislation has also been proposed that would require a recapture of previously allowed tax bad debt provisions. If this legislation is enacted into law, the Corporation could be required to recapture its post 1987 reserves of approximately $1,067,000. The recapture would require additional tax payments over an anticipated six-year period. If enacted, the repayments are anticipated to have an immaterial impact on the income statement due to the current deferred tax implications of the allowance for loan losses. Management cannot currently predict whether or when such legislation may become law. The Bank has entered into a trust referral agreement with a third party provider of trust services. The arrangement has been made to provide additional services to customers of the Bank and to generate supplemental fee income. Under the agreement, the Bank will receive fees based on a percentage of business referred by Bank personnel to the trust service provider. The income derived from the program is not anticipated to have a significant effect on the results of operations in the near term. Management believes that as assets under trust management grow, the fees generated could favorably enhance total fee income. However, as the income derived is dependent on trust customer growth, no assurances as to the effect of the agreement on the future earnings of the Corporation can be made. Part II - Other Information Item 6--Exhibits and Reports on Form 8-K (a) Exhibits 27 Financial Data Schedule (EDGAR version only) (b) Reports on Form 8-K No reports on Form 8-K were filed 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. FCB FINANCIAL CORP. Date: July 30, 1996 By:/s/ Donald D. Parker Donald D. Parker President/CEO and Chairman of the Board Date: July 30, 1996 By:/s/ Phillip J. Schoofs Phillip J. Schoofs Vice President and Treasurer (Principal Financial and Accounting Officer) EXHIBIT INDEX Exhibit No. Exhibit Page No. 27 Financial Data Schedule (EDGAR version only) 18