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 MARCH 31, 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 0-22608 FFLC BANCORP, INC. ------------------ (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 59-3204891 - - ---------------------------- -------------------- (STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 800 North Boulevard West, Post Office Box 490420, Leesburg, Florida 34749-0420 - - ------------------------------------------------------------------- ---------- (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (352) 787-3311 -------------- - - -------------------------------------------------------------------------------- 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 --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common stock, par value $.01 per share 2,638,356 shares outstanding at - - -------------------------------------- ------------------------------- at April 23, 1996 ----------------- CONFORMED COPY 2 FFLC BANCORP, INC. INDEX PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PAGE ---- Condensed Consolidated Balance Sheets - March 31, 1996 (unaudited) and December 31, 1995........................2 Condensed Consolidated Statements of Income - Three months ended March 31, 1996 and 1995 (unaudited)..................3 Condensed Consolidated Statement of Stockholders' Equity - For the Three-Month Period Ended March 31, 1996 (unaudited).............4 Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 1996 and 1995 (unaudited)................5-6 Notes to Condensed Consolidated Financial Statements (unaudited)........7-9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.............................................10-15 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS................................................16 ITEM 2. CHANGES IN SECURITIES............................................16 ITEM 3. DEFAULT UPON SENIOR SECURITIES...................................16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............16 ITEM 5. OTHER INFORMATION................................................16 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................16 SIGNATURES..................................................................17 1 3 FFLC BANCORP, INC. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONDENSED CONSOLIDATED BALANCE SHEETS ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) MARCH 31, DECEMBER 31, --------- ------------ 1996 1995 ---- ---- ASSETS (UNAUDITED) Cash and due from banks $ 4,186 5,005 Interest-bearing deposits 12,051 8,924 ------- ------- Cash and cash equivalents 16,237 13,929 ------- ------- Investment securities held-to-maturity, at cost- SBA-guaranteed securities (market value of $3,422 in 1996 and $3,472 in 1995) 3,385 3,441 ------- ------- Investment securities available-for-sale, at market: Investment in mutual funds 8,962 8,900 U.S. Government and agency securities 13,896 11,392 Other investment securities 1,846 1,532 ------- ------- Investment securities available-for-sale 24,704 21,824 ------- ------- Mortgage-backed and related securities: Securities held-to-maturity, at cost (market value of $67,039 in 1996 and $75,257 in 1995) 66,826 74,925 Securities available-for-sale, at market 18,470 18,958 ------- ------- Mortgage-backed and related securities 85,296 93,883 ------- ------- Loans receivable, net 191,233 183,448 Accrued interest receivable: Investment securities 493 643 Mortgage-backed securities 281 291 Loans receivable 1,104 1,012 Real estate acquired by foreclosure 150 165 Real estate held for development 122 122 Premises and equipment, net 5,137 4,817 Federal Home Loan Bank stock, at cost 1,939 1,928 Other assets 433 329 ------- ------- Total $ 330,514 325,832 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Deposit accounts 271,028 267,703 Advances from Federal Home Loan Bank 150 150 Advance payments by borrowers for taxes and insurance 230 100 Deferred income taxes 1,077 1,105 Accrued expenses and other liabilities 1,933 1,414 ------- ------- Total liabilities 274,418 270,472 ------- ------- Stockholders' Equity: Preferred stock - - Common stock 28 28 Additional paid-in-capital 27,112 27,041 Retained income, substantially restricted 33,316 32,704 Unrealized loss on securities available-for-sale (212) (94) Treasury stock, at cost (132,044 shares at March 31, 1996 and December 31, 1995) (2,373) (2,373) Stock held by Incentive Plan Trusts (1,775) (1,946) ------- ------- Total stockholders' equity 56,096 55,360 ------- ------- Total $ 330,514 325,832 ======= ======= See accompanying Notes to Condensed Consolidated Financial Statements. 2 4 FFLC BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME ($ IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) FOR THE THREE MONTHS ENDED MARCH 31, -------------------- 1996 1995 ---- ---- (UNAUDITED) Interest income: Interest on loans receivable $ 3,941 3,181 Interest on mortgage-backed securities 1,418 1,673 Interest and dividends on investment securities and time deposits 587 517 --------- --------- Total interest income 5,946 5,371 --------- --------- Interest expense: Deposit accounts 3,213 2,676 Borrowed funds 2 32 --------- --------- Total interest expense 3,215 2,708 --------- --------- Net interest income 2,731 2,663 Provision for loan losses 14 30 --------- --------- Net interest income after provision for loan losses 2,717 2,633 --------- --------- Noninterest income: Deposit account fees 111 117 Other service charges and fees 63 26 Other 8 14 --------- --------- Total noninterest income 182 157 --------- --------- Noninterest expense: Compensation and benefits 883 761 Occupancy and equipment 195 133 Federal deposit insurance premiums 152 143 Advertising and promotion 21 31 Data processing expense 94 76 Professional services 59 61 Other 159 159 --------- --------- Total noninterest expense 1,563 1,364 --------- --------- Income before provision for income taxes 1,336 1,426 Provision for income taxes 525 534 --------- --------- Net income $ 811 892 ========= ========= Earnings per share $ .31 .33 ========= ========= Dividends per share $ .08 .06 ========= ========= Weighted average number of shares outstanding 2,595,488 2,671,553 ========= ========= See accompanying Notes to Condensed Consolidated Financial Statements. 3 5 FFLC BANCORP, INC. CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY FOR THE THREE-MONTH PERIOD ENDED MARCH 31, 1996 ($ IN THOUSANDS) UNREALIZED STOCK RETAINED LOSS ON HELD BY ADDITIONAL INCOME, SECURITIES INCENTIVE TOTAL COMMON PAID-IN SUBSTANTIALLY AVAILABLE- TREASURY PLAN STOCKHOLDERS' STOCK CAPITAL RESTRICTED FOR-SALE STOCK TRUSTS EQUITY ------- --------- ------------- ---------- --------- ---------- ------ Balance at December 31, 1995 $ 28 27,041 32,704 (94) (2,373) (1,946) 55,360 Proceeds from 1,000 shares of common stock issued under the employee stock option plans (unaudited) - 10 - - - - 10 Net income (unaudited) - - 811 - - - 811 Dividends (unaudited) - - (199) - - - (199) Shares committed to participants in incentive plans (unaudited) - 61 - - - 171 232 Change in unrealized losses on securities available-for-sale, net of income taxes of $71 (unaudited) - - - (118) - - (118) --- ------ ------- --- ----- ----- ------ Balance at March 31, 1996 (unaudited) $ 28 27,112 33,316 (212) (2,373) (1,775) 56,096 === ====== ====== === ===== ===== ====== See accompanying Notes to Condensed Consolidated Financial Statements. 4 6 FFLC BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ($ IN THOUSANDS) FOR THE THREE MONTHS ENDED MARCH 31, 1996 1995 ---- ---- (UNAUDITED) Cash flows from operating activities: Net income $ 811 892 Adjustments to reconcile net income to net cash provided by operations: Provision for loan losses 14 30 Depreciation 81 19 Stock committed to incentive plan participants 232 219 Amortization of premiums or discounts on investment and mortgage-backed securities (38) (3) Accretion of deferred loan fees and unearned income (6) (42) Deferral of net loan fees collected 35 7 Loss on sale of real estate owned 2 1 Dividends on FHLB stock (11) - Decrease in accrued interest receivable 68 70 Increase in other assets (104) (135) Provision (credit) for deferred income taxes 43 (53) Increase (decrease) in accrued expenses and other liabilities 519 (52) ------ ----- Net cash provided by operating activities 1,646 953 ------ ----- Cash flows from investing activities: Purchase of mortgage-backed securities available-for-sale (731) - Principal repayments on mortgage-backed securities held-to-maturity 8,129 4,996 Principal repayments on mortgage-backed securities available-for-sale 1,092 525 Purchase of investment securities available-for-sale (5,789) (132) Proceeds from maturities of investment securities held-to-maturity 56 40 Proceeds from maturities of investment securities available-for-sale Loan disbursements (18,861) (11,567) Principal repayments on loans 11,035 4,044 Purchase of premises and equipment, net (401) (480) Proceeds from sales of real estate owned 13 53 ------ ------ Net cash used in investing activities (2,604) (1,631) ------ ------ (continued) 5 7 FFLC BANCORP, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED ($ IN THOUSANDS) FOR THE THREE MONTHS ENDED MARCH 31, -------------------- 1996 1995 ---- ---- (UNAUDITED) Cash flows from financing activities: Stock options exercised 10 - Cash dividends paid (199) (152) Purchase of treasury stock - (177) Net increase in deposit accounts 3,325 1,480 Repayment of securities sold under agreements to repurchase - (3,000) Increase in advance payments by borrowers for taxes and insurance 130 138 ------ ------ Net cash provided by (used in) financing activities 3,266 (1,711) ------ ------ Net increase (decrease) in cash and cash equivalents 2,308 (2,389) Cash and cash equivalents, beginning of period 13,929 10,255 ------ ------ Cash and cash equivalents, end of period $ 16,237 7,866 ====== ====== Supplemental disclosures of cash flow information Cash paid during the period for: Interest $ 3,145 2,652 ====== ====== Income taxes $ 125 33 ====== ====== Noncash investing and financing activities: Transfer from loans to real estate owned $ - 262 ====== ====== Loans originated on sales of real estate owned $ - 89 ====== ====== Loans funded by and sold to correspondent $ 1,218 284 ====== ====== (Increase) decrease in equity valuation allowance for market value of investment and mortgage-backed securities available-for-sale $ (118) 350 ====== ====== See accompanying Notes to Condensed Consolidated Financial Statements. 6 8 FFLC BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 1. BASIS OF PRESENTATION. In the opinion of the management of FFLC Bancorp, Inc., the accompanying condensed consolidated financial statements contain all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial position at March 31, 1996 and the results of operations and cash flows for the three-month periods ended March 31, 1996 and 1995. The results of operations and other data for the three-month period ended March 31, 1996, are not necessarily indicative of results that may be expected for the entire year ending December 31, 1996. The condensed consolidated financial statements include the accounts of FFLC Bancorp, Inc. (the "Holding Company") and its wholly-owned subsidiary, First Federal Savings Bank of Lake County (the "Savings Bank") (together, the "Company"). All significant intercompany accounts and transactions have been eliminated in consolidation. 2. LOAN IMPAIRMENT AND LOAN LOSSES. On January 1, 1995, the Company adopted Statements of Financial Accounting Standards No. 114 and 118. These Statements address the accounting by creditors for impairment of certain loans. The Statements generally require the Company to identify loans for which the Company probably will not receive full repayment of principal and interest, as impaired loans. The Statements require that impaired loans be valued at the present value of expected future cash flows, discounted at the loan's effective interest rate, or at the observable market price of the loan, or the fair value of the underlying collateral if the loan is collateral dependent. The Company has implemented the Statements by modifying its quarterly review of the adequacy of the allowance for loan losses to also identify and value impaired loans in accordance with guidance in the Statements. As a result of the Company's review as of March 31, 1996, no loans have been identified as impaired. The adoption of the Statements did not have any effect on the results of operations for the three months ended March 31, 1995. The activity in the allowance for loan losses is as follows (in thousands): FOR THE THREE MONTHS ENDED MARCH 31, ------------- 1996 1995 ---- ---- (UNAUDITED) Balance, beginning of period $ 977 869 Provision charged to earnings 14 30 Charge-offs (3) - ---- --- Balance, end of period $ 988 899 === === 7 9 FFLC BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 3. IMPACT OF NEW ACCOUNTING ISSUES. On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123"), which establishes financial accounting and reporting standards for stock-based employee compensation plans. The Statement requires certain disclosures about stock-based compensation arrangements, regardless of the method used to account for them, and defines a fair value based method of accounting for an employee stock option or similar equity instrument and encourages all entities to adopt that method of accounting for all of their employee stock compensation plans. However, SFAS No. 123 also allows an entity to continue to measure compensation cost for stock-based compensation plans using the intrinsic value method of accounting prescribed by APB Opinion No. 25, "Accounting for Stock Issued to Employees." Entities electing to continue using the accounting method in APB Opinion No. 25 must make pro forma disclosures of net income and earnings per share as if the fair value method of accounting defined in SFAS No. 123 had been applied. Under the fair value method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. Under the intrinsic value method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date or other measurement date over the amount an employee must pay to acquire the stock. The Company elected to continue to utilize the intrinsic value method of accounting defined in APB Opinion No. 25, and accordingly, the adoption of SFAS No. 123 had no effect on the Company's financial position at March 31, 1996 or results of operations for the three months then ended. The pro forma disclosures required under SFAS No. 123, for stock options granted during 1995 and thereafter, are not required for interim condensed financial statements. 8 10 FFLC BANCORP, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED), CONTINUED 4. PER SHARE AMOUNTS. Earnings per share of common stock has been determined by dividing net income for the period by the weighted average number of shares outstanding. Shares of common stock purchased by the ESOP and RRP incentive plans are only considered outstanding when the shares are released for allocation to participants. Stock options are regarded as common stock equivalents and are therefore considered in both primary and fully diluted earnings per share calculations. Common stock equivalents are computed using the treasury stock method. The following table presents the calculation of earnings per share: THREE MONTHS ENDED MARCH 31, ---------------------- 1996 1995 ---- ---- Net income $ 810,644 892,415 ========= ========= Weighted average common shares outstanding 2,639,284 2,755,593 Less: ESOP and RRP Plan shares not committed to be released (160,909) (188,653) --------- --------- Weighted average common shares outstanding for calculation of earnings per share 2,478,375 2,566,940 Common stock equivalents due to dilutive effect of stock options 117,113 104,613 --------- --------- Total weighted average common shares and equivalents outstanding for primary earnings per share computation 2,595,488 2,671,553 Primary earnings per share $ .31 .33 ========= ========= Total weighted average common shares and equivalents outstanding for primary earnings per share computation 2,595,488 2,671,553 Additional dilutive shares using the higher of the end of period market value versus average market value for the period utilizing the treasury stock method regarding stock options - - --------- --------- Total weighted average common shares and equivalents outstanding for fully diluted earnings per share computation 2,595,488 2,671,553 Fully diluted earnings per share $ .31 .33 ========= ========= 9 11 FFLC BANCORP, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL FFLC Bancorp, Inc. (the "Holding Company") was formed as the holding company for First Federal Savings Bank of Lake County (the "Savings Bank") in connection with the Savings Bank's conversion from a federally chartered mutual savings and loan association to a federally chartered stock savings bank on January 4, 1994. The Company's consolidated results of operations are primarily those of the Savings Bank. The Savings Bank's principal business continues to be attracting retail deposits from the general public and investing those deposits, together with principal repayments on loans and investments and funds generated from operations, primarily in mortgage loans secured by one-to-four-family owner-occupied homes, mortgage-backed securities and, to a lesser extent, construction loans, consumer and other loans, and multi-family residential mortgage loans. In addition, the Savings Bank holds investments permitted by federal laws and regulations including securities issued by the U.S. Government and agencies thereof. The Savings Bank's revenues are derived principally from interest on its mortgage loan and mortgage-backed securities portfolios and interest and dividends on its investment securities. The Savings Bank is a member of the FHLB system and its deposits are insured to the applicable limits by the Savings Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation (the "FDIC"). The Savings Bank is subject to regulation by the Office of Thrift Supervision (the "OTS") as its chartering agency, and the FDIC as its deposit insurer. The Savings Bank has 8 full-service locations in Lake and Sumter Counties, Florida. The Savings Bank's results of operations are dependent primarily on net interest income, which is the difference between the interest income earned primarily on its loans and investment and mortgage-backed securities portfolios, and its cost of funds, consisting of the interest paid on its deposits and borrowings. The Savings Bank's operating results are also affected, to a lesser extent, by fee income and by gains or losses on the sale of loans, investment and mortgage-backed securities available-for-sale and real estate owned. The Savings Bank's operating expenses consist primarily of employee compensation, occupancy expenses, FDIC insurance premiums and other general and administrative expenses. The Savings Bank's results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, government policies, and actions of regulatory authorities. 10 12 FFLC BANCORP, INC. LIQUIDITY AND CAPITAL RESOURCES The Company's most liquid assets are cash, amounts due from depository institutions and interest-bearing deposits. The levels of these assets are dependent on the Company's lending, investing, operating, and deposit activities during any given period. At March 31, 1996, cash, amounts due from depository institutions and interest-earning deposits, totaled $16.2 million. The Savings Bank is required to maintain an average daily balance of specified liquid assets equal to a monthly average of not less than a specified percentage of its net withdrawable deposit accounts plus short-term borrowings. This liquidity requirement is currently 5% but may be changed from time to time by the OTS to any amount within the range of 4% to 10% depending upon economic conditions and the savings flows of member institutions. OTS regulations also require each member savings institution to maintain an average daily balance of short-term liquid assets at a specified percentage (currently 1%) of the total of its net withdrawable deposit accounts and borrowings payable in one year or less. Monetary penalties may be imposed for failure to meet these liquidity requirements. The Savings Bank's liquidity and short-term liquidity ratios for March 31, 1996 were 14.5% and 8.1%, respectively, which exceeded the requirements. The Savings Bank has never been subject to monetary penalties for failure to meet its liquidity requirements. The Savings Bank's sources of funds include payments and prepayments on mortgage loans and mortgage-backed securities, proceeds from maturities of investment securities, and increases in deposit accounts. While maturities and scheduled amortization of loans, mortgage-backed and investment securities are predictable sources of funds, deposit inflows and mortgage prepayments are greatly influenced by local conditions, general interest rates, and regulatory changes. At March 31, 1996, the Savings Bank had outstanding commitments to originate $4.0 million of loans and to fund the undisbursed portion of loans in process of approximately $6.8 million. The Savings Bank believes that it will have sufficient funds available to meet its commitments. At March 31, 1996, certificates of deposit which were scheduled to mature in one year or less totaled $150.2 million. Management believes, based on past experience, that a significant portion of these funds will remain with the Savings Bank. As a federally chartered financial institution, the Savings Bank is required to maintain certain minimum amounts of regulatory capital. The following table is a summary of the regulatory capital requirements, the Savings Bank's regulatory capital and the amounts in excess of such required capital as of March 31, 1996: TANGIBLE CORE RISK-BASED ------------------- ------------------- ------------------ ($ IN THOUSANDS) % OF % OF % OF RISK- QUALIFYING UALIFYING WEIGHTED AMOUNT ASSETS AMOUNT ASSETS AMOUNT ASSETS ------ ------ ------ ------ ------ ------ Regulatory capital $ 39,790 12.0% $ 39,790 12.0% $ 40,767 28.6% Requirement 4,957 1.5 9,915 3.0 11,401 8.0 ------ ---- ------ ---- ------ ---- Excess $ 34,833 10.5% $ 29,875 9.0% $ 29,366 20.6% ====== ==== ====== ==== ====== ==== 11 13 FFLC BANCORP, INC. During 1995, the FDIC established a new assessment rate schedule of 4 to 31 basis points for Bank Insurance Fund ("BIF") members. Approximately 91% of BIF members pay the lowest assessment rate of 4 basis points. The FDIC retained the existing assessment rate schedule of 23 to 31 basis points applicable to SAIF member institutions. In announcing the rule, the FDIC noted that the premium differential may have adverse consequences for SAIF members, including reduced earnings and an impaired ability to raise funds in the capital markets. In addition, SAIF members, such as the Savings Bank, could be placed at a disadvantage to BIF members with respect to pricing of loans and deposits and the ability to achieve lower operating costs. Legislation pending in Congress would impose a one-time assessment of between 85 and 90 basis points on the amount of deposits held by SAIF-member institutions, including the Savings Bank, to recapitalize the SAIF fund. If the assessment is made at the proposed rate, the effect on the Bank would be a pretax charge of approximately $2,157,000 (0.85% on deposits of $253.8 million at March 31, 1995), or $1,348,000 after tax (37.5% assumed tax rate). Should this occur, the Holding Company does not expect to have to contribute capital to the Savings Bank for it to remain a well-capitalized institution. During the three months ended March 31, 1996, the Savings Bank declared and paid a cash dividend of $2.7 million to the Holding Company. The following table shows selected ratios for the periods ended or at the dates indicated: THREE MONTHS THREE MONTHS ENDED YEAR ENDED ENDED MARCH 31, DECEMBER 31, MARCH 31, 1996 1995 1995 ------------ ------------ ----------- Average equity as a percentage of average assets 17.03% 17.46% 17.58% Total equity to total assets at end of period 16.97% 16.99% 17.68% Return on average assets .99% .98% 1.15% Return on average equity 5.82% 5.59% 6.56% Noninterest expense to average assets 1.91% 1.85% 1.76% Nonperforming loans and real estate owned to total assets at end of period .08% .10% .09% 12 14 FFLC BANCORP, INC. AT AT AT MARCH 31, DECEMBER 31, MARCH 31, 1996 1995 1995 --------- ----------- --------- Weighted average interest rates: Interest-earning assets: Loans 8.24% 8.30% 8.22% Mortgage-backed securities 6.30% 6.29% 5.91% Investment securities and other interest- earning assets 5.84% 5.94% 6.11% Total interest-earning assets 7.40% 7.42% 7.13% Interest-bearing liabilities: Deposit accounts 4.76% 4.87% 4.62% Borrowed funds 7.17% 7.17% 7.17% Total interest-bearing liabilities 4.76% 4.87% 4.64% Interest-rate spread 2.64% 2.55% 2.49% CHANGE IN FINANCIAL CONDITION Total assets increased $4.7 million or 1.4%, from $325.8 million at December 31, 1995 to $330.5 million at March 31, 1996, primarily as a result of increases in cash and cash equivalents of $2.3 million, investment securities of $2.9 million and loans receivable of $7.8 million, partially offset by a decrease in mortgage-backed securities of $8.6 million. Customer deposits increased $3.3 million from $267.7 million at December 31, 1995 to $271.0 million at March 31, 1996. The net increase in stockholders' equity during the three month period ended March 31, 1996 resulted from net income of $811,000, credits to equity of $232,000 related to the stock incentive plans, and proceeds from stock options exercised of $10,000, all of which was partially offset by a $118,000 increase in the unrealized loss on securities available-for-sale, net of tax effect and $199,000 in dividends paid during the quarter. 13 15 FFLC BANCORP, INC. The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest and dividend income of FFLC Bancorp from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average cost; (iii) net interest/dividend income; (iv) interest rate spread; and (v) net interest margin. THREE MONTHS ENDED MARCH 31, ----------------------------------------------------------------------- 1996 1995 ------------------------------------ ------------------------------- AVERAGE AND YIELD/ AVERAGE AND YIELD/ BALANCE DIVIDENDS RATE BALANCE DIVIDENDS RATE ------- --------- ------ ------- --------- ------ (Dollars in Thousands) Interest-earning assets: Loans $ 186,327 3,941 8.46% $ 151,506 3,181 8.40% Mortgage-backed securities 90,518 1,418 6.27 114,770 1,673 5.83 Investment securities and other interest-earning assets (1) 39,420 587 5.96 34,209 517 6.05 ------- ----- ------- ----- Total interest-earning assets 316,265 5,946 7.52 300,485 5,371 7.15 ----- Noninterest-earning assets 11,250 8,876 ------- ------- Total assets $ 327,515 $ 309,361 ======= ======= Interest-bearing liabilities: Deposit accounts 268,346 3,213 4.79 249,548 2,676 4.29 Borrowed funds 150 2 5.33 2,055 32 6.23 ------- ------ ------- ----- Total interest-bearing liabilities 268,496 3,215 4.79 251,603 2,708 4.31 ------ ----- Noninterest-bearing liabilities 3,236 3,381 Stockholders' equity 55,783 54,377 -------- ------- Total liabilities and stockholders' equity $ 327,515 $ 309,361 ======= ======= Net interest/dividend income $ 2,731 $ 2,663 ===== ===== Interest rate spread (2) 2.73% 2.84% ==== ==== Net average interest-earning assets, net interest margin (3) $ 47,769 3.45% $ 48,882 3.54% ======= ==== ======= ==== Ratio of average interest-earning assets to average interest-bearing liabilities 1.18 1.19 ==== ==== - - ----------------------------------- (1) Includes interest-bearing deposits, federal funds sold and FHLB stock. (2) Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. (3) Net interest margin is net interest income divided by average interest- earning assets. 14 16 FFLC BANCORP, INC. COMPARISON OF THE THREE MONTH PERIODS ENDED MARCH 31, 1996 AND 1995 RESULTS OF OPERATIONS GENERAL OPERATING RESULTS. Net income for the three-month period ended March 31, 1996 was $811,000, or $.31 per share, compared to $892,000, or $.33 per share, for the comparable period in 1995. The decrease in net income resulted from an increase in noninterest expense of $199,000, partially offset by an increase in net interest income of $68,000. INTEREST INCOME. Interest income increased $575,000, or 10.7% from $5.4 million for the three-month period ended March 31, 1995 to $5.9 million for the three-month period ended March 31, 1996. The increase was due to a 5.3% increase in average interest-earning assets outstanding for the three months ended March 31, 1996, compared to the 1995 period, and an increase in the average yield on interest-earning assets from 7.15% for the three months ended March 31, 1995, to 7.52% for the three months ended March 31, 1996. INTEREST EXPENSE. Interest expense increased $507,000, from $2.7 million for the three-month period ended March 31, 1995 to $3.2 million for the three-month period ended March 31, 1996. The 18.7% increase was due to an increase in average interest-bearing liabilities of $16.9 million and an increase in the weighted average rate paid on interest-bearing liabilities from 4.31% during the 1995 period to 4.79% during the 1996 period. NONINTEREST EXPENSE. Noninterest expense consisted primarily of employee compensation and benefits, occupancy and equipment expense and FDIC insurance premiums. Noninterest expenses increased by $199,000, or 14.6% from $1.4 million for the three-month period ended March 31, 1995 to $1.6 million for the three-month period ended March 31, 1996. The increase was primarily due to an increase in compensation and benefits of $122,000 and a $62,000 increase in office occupancy and equipment. Those increased expenses were due to the opening of two new branches in the fourth quarter of 1995. INCOME TAX PROVISION. The income tax provision decreased from $534,000 for the three-month period ended March 31, 1995 (an effective tax rate of 37.4%) to $525,000 (an effective tax rate of 39.3%) for the corresponding period for 1996. 15 17 FFLC BANCORP, INC. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS There are no material pending legal proceedings to which FFLC Bancorp, Inc. or any of its subsidiaries is a party or to which any of their property is subject. ITEM 2. CHANGES IN SECURITIES Not applicable ITEM 3. DEFAULT UPON SENIOR SECURITIES Not applicable ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable ITEM 5. OTHER INFORMATION Not applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K a. Exhibits - not applicable b. There were no reports on Form 8-K filed for the three months ended March 31, 1996. 16 18 FFLC BANCORP, INC. 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. FFLC BANCORP, INC. (Registrant) Date: April 25, 1996 By: /s/ Stephen T. Kurtz ------------------------ -------------------------------- Stephen T. Kurtz, President and Chief Executive Officer Date: April 25, 1996 By: /s/ Paul K. Mueller ---------------------- -------------------- Paul K. Mueller, Senior Vice President and Chief Accounting Officer 17