UNITED STATES 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 September 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 0-8144 ------ F.N.B. CORPORATION - ----------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 25-1255406 - ------------------------------------ ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) Hermitage Square, Hermitage, PA 16148 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (412) 981-6000 - ---------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not applicable - ---------------------------------------------------------------------------- (Former name, former address & 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 ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes 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. Class Outstanding at October 31, 1996 ----- ------------------------------- Common Stock, $2 Par Value 9,233,377 Shares - -------------------------- ----------------
F.N.B. CORPORATION FORM 10-Q September 30, 1996 INDEX PART I - FINANCIAL INFORMATION PAGE Item 1. Financial Statements Consolidated Balance Sheet 2 Consolidated Income Statement 3 Consolidated Statement of Cash Flows 4 Notes to Consolidated Financial Statements 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II - OTHER INFORMATION Item 1. Legal Proceedings 13 Item 2. Changes in Securities 13 Item 3. Defaults Upon Senior Securities 13 Item 4. Submission of Matters to a Vote of Security Holders 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Signatures 15
F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET Dollars in thousands SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------ (Unaudited) (Note) ------------- ------------ ASSETS Cash and due from banks $ 66,246 $ 59,795 Interest bearing deposits with banks 1,893 2,603 Federal funds sold 9,508 22,335 Loans held for sale 6,594 10,154 Securities available for sale 179,356 223,479 Securities held to maturity (fair value of $146,718 and $136,801) 148,594 136,969 Loans, net of unearned income of $22,705 and $26,609 1,292,411 1,212,741 Allowance for loan losses (21,996) (21,550) ------------- ------------ NET LOANS 1,270,415 1,191,191 ------------- ------------ Premises and equipment 24,912 22,504 Other assets 40,935 37,963 ------------- ------------ $ 1,748,453 $ 1,706,993 ============= ============ LIABILITIES Deposits: Non-interest bearing $ 159,441 $ 167,700 Interest bearing 1,286,658 1,274,409 ------------ ------------ TOTAL DEPOSITS 1,446,099 1,442,109 Short-term borrowings 86,440 55,224 Other liabilities 30,885 25,988 Long-term debt 33,956 39,755 ------------ ------------ TOTAL LIABILITIES 1,597,380 1,563,076 ------------ ------------ STOCKHOLDERS' EQUITY Preferred stock - $10 par value Authorized - 20,000,000 shares Outstanding - 398,368 and 451,638 shares Aggregate liquidation value - $9,959 and $11,291 3,984 4,516 Common stock - $2 par value Authorized - 100,000,000 shares Outstanding - 9,116,091 and 8,611,814 shares 18,339 17,268 Additional paid-in capital 68,127 58,631 Retained earnings 58,543 60,034 Net unrealized securities gains 3,362 3,932 Treasury stock - 53,606 and 22,340 shares at cost (1,282) (464) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 151,073 143,917 ------------ ------------ $ 1,748,453 $ 1,706,993 ============ ============ NOTE: The balance sheet at December 31, 1995 was derived from the audited financial statements at that date. See accompanying Notes to Consolidated Financial Statements
F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT Dollars in thousands, except per share data Unaudited THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, -------------------- ------------------- 1996 1995 1996 1995 --------- --------- --------- --------- INTEREST INCOME Loans, including fees $ 29,682 $ 28,897 $ 88,123 $ 84,916 Securities: Taxable 4,215 4,808 13,536 13,409 Tax exempt 420 357 1,220 1,102 Dividends 176 153 525 452 Other 178 357 825 1,162 --------- --------- --------- --------- TOTAL INTEREST INCOME 34,671 34,572 104,229 101,041 --------- --------- --------- --------- INTEREST EXPENSE Deposits 12,978 13,350 39,197 38,360 Short-term borrowings 958 829 2,799 2,499 Long-term debt 609 809 1,996 2,331 --------- --------- --------- --------- TOTAL INTEREST EXPENSE 14,545 14,988 43,992 43,190 --------- --------- --------- --------- NET INTEREST INCOME 20,126 19,584 60,237 57,851 Provision for loan losses 1,390 1,366 4,196 4,300 --------- --------- --------- --------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 18,736 18,218 56,041 53,551 --------- --------- --------- --------- NON-INTEREST INCOME Insurance commissions & fees 1,168 1,149 3,059 3,487 Service charges 1,753 1,624 4,979 5,037 Trust 384 260 1,150 1,015 Gain on sale of securities 205 62 771 423 Other 684 451 1,686 1,317 --------- --------- --------- --------- TOTAL NON-INTEREST INCOME 4,194 3,546 11,645 11,279 --------- --------- --------- --------- 22,930 21,764 67,686 64,830 --------- --------- --------- --------- NON-INTEREST EXPENSES Salaries & employee benefits 7,520 7,373 23,031 22,185 Net occupancy 1,193 1,160 3,613 3,413 Amortization of intangibles 258 303 788 953 Equipment 837 732 2,582 2,653 Deposit insurance 308 253 923 2,121 SAIF recapitalization assessment 2,965 2,965 Other 4,860 4,810 14,407 13,995 --------- --------- --------- --------- TOTAL NON-INTEREST EXPENSES 17,941 14,631 48,309 45,320 --------- --------- --------- --------- INCOME BEFORE INCOME TAXES 4,989 7,133 19,377 19,510 Income taxes 1,486 2,277 5,931 6,325 --------- --------- --------- --------- NET INCOME $ 3,503 $ 4,856 $ 13,446 $ 13,185 ========= ========= ========= ========= NET INCOME PER COMMON SHARE: Primary $ .36 $ .51 $ 1.40 $ 1.38 ========= ========= ========= ========= Fully Diluted $ .35 $ .49 $ 1.34 $ 1.33 ========= ========= ========= ========= CASH DIVIDENDS PER COMMON SHARE $ .16 $ .10 $ .47 $ .23 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING 9,106,760 9,022,910 9,064,297 9,024,039 ========= ========= ========= ========= See accompanying Notes to Consolidated Financial Statements
F.N.B. CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS Dollars in thousands Unaudited Nine Months Ended September 30 1996 1995 ---------- --------- OPERATING ACTIVITIES Net income $ 13,446 $ 13,185 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 3,252 3,544 Provision for loan losses 4,196 4,300 Deferred taxes (935) 215 Gain on securities available for sale (771) (423) Gain on sale of loans (245) (94) Proceeds from sale of loans 21,621 23,166 Loans originated for sale (17,816) (26,953) Change in: Interest receivable 1,252 (365) Interest payable 627 1,740 Other, net 1,853 (7) ---------- --------- Net cash flows from operating activities 26,480 18,308 ---------- --------- INVESTING ACTIVITIES Net change in interest bearing deposits with banks 710 (360) Net change in federal funds sold 12,827 (1,099) Purchase of securities available for sale (54,374) (61,384) Purchase of securities held to maturity (30,410) (35,082) Proceeds from sale of securities available for sale 31,190 1,036 Proceeds from maturity of securities available for sale 67,064 35,754 Proceeds from maturity of securities held to maturity 18,736 58,628 Net change in loans (84,824) (10,662) Increase in premises and equipment (4,635) (1,514) ---------- --------- Net cash flows from investing activities (43,716) (14,683) ---------- --------- FINANCING ACTIVITIES Net change in non-interest bearing deposits (8,259) 3,975 Net change in interest bearing deposits 12,249 1,733 Net change in short-term borrowings 31,216 (14,287) Increase in long-term debt 8,016 5,611 Decrease in long-term debt (13,815) (3,972) Net acquisition of treasury stock (838) (92) Cash dividends paid (4,882) (2,671) ---------- --------- Net cash flows from financing activities 23,687 (9,703) ---------- --------- NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS 6,451 (6,078) Cash and due from banks at beginning of period 59,795 60,451 ---------- --------- CASH AND DUE FROM BANKS AT END OF PERIOD $ 66,246 $ 54,373 ========== ========= See accompanying Notes to Consolidated Financial Statements
F.N.B. CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1996 BASIS OF PRESENTATION 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 Article 10 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. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine-month period ended September 30, 1996 are not necessarily indicative of the results that may be expected for the year ended December 31, 1996. For further information, refer to the consolidated financial statements and footnotes thereto incorporated by reference in the Corporation's annual report on Form 10-K for the year ended December 31, 1995. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make certain estimates and assumptions that effect the amounts reported in financial statements. Actual results could differ from those estimates. PER SHARE AMOUNTS Per share amounts have been adjusted for the 5% common stock dividend in the second quarter of 1996. Primary earnings per common share is calculated by dividing net income, adjusted for preferred stock dividends declared, by the sum of the weighted average number of shares of common stock outstanding and the number of shares of common stock which would be issued assuming the exercise of stock options during each period. Fully diluted earnings per common share is calculated by dividing net income by the weighted average number of shares of common stock outstanding, assuming the conversion of outstanding convertible preferred stock from the beginning of the year or date of issuance and the exercise of stock options. Cash dividends per common share are based on the actual cash dividends declared adjusted for stock dividends. Book value per common share is based on shares outstanding at each period end adjusted retroactively for stock dividends. CASH FLOW INFORMATION Following is a summary of supplemental cash flow information (in thousands): Nine months ended September 30 1996 1995 --------- -------- Cash paid for: Interest $ 43,315 $ 41,449 Income taxes 5,879 6,319 Noncash Investing and Financing Activities: Acquisition of real estate in settlement of loans 1,672 1,567 Loans granted in the sale of other real estate 319 281 Conversion of minority interest 540
MERGERS AND DISPOSITIONS On February 2, 1996, the Corporation signed a definitive merger agreement with Southwest Banks, Inc. (Southwest), a bank holding company headquartered in Naples, Florida with assets of approximately $425 million. The merger agreement calls for an exchange of .819 share of F.N.B. Corporation common stock for each share of Southwest common stock after giving effect to the 5% stock dividend announced on April 24, 1996. The Corporation has reserved 3,276,700 shares to be issued in conjunction with the merger. The planned merger has been approved by both the Federal Reserve Bank of Cleveland and the Shareholders of Southwest Banks, Inc. The transaction will be accounted for as a pooling of interests, and is expected to close in early 1997, following the state of Florida's required statutory waiting period. On November 6, 1996, the Corporation signed a definitive agreement to sell its interest in Bucktail Bank and Trust Company to Sun Bancorp, Inc. The Corporation will receive Sun Bancorp, Inc. stock worth approximately $17.5 million, which represents a 13.8 percent ownership interest in exchange for 100 percent ownership in Bucktail Bank and Trust Company. At September 30, 1996 Bucktail Bank and Trust Company had total assets of $121 million. EFFECT OF NEW ACCOUNTING STANDARDS FAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be disposed of," requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows associated with the asset are not sufficient to recover the assets' carrying amount. The impairment loss is measured by comparing the fair value of the asset to its carrying amount. Adoption of this Statement did not have a material effect on the Corporation's financial position or results of operations. FAS No. 122, "Accounting for Mortgage Servicing Rights," an amendment of FAS No. 65, allows enterprises engaging in mortgage banking activities to recognize as separate assets rights to service mortgage loans originated for sale. Additionally, the enterprise must periodically assess its capitalized mortgage servicing rights for impairment based on the fair value of those rights. Adoption of this Statement did not have a material effect on the Corporation's financial position or results of operations, as the Corporation does not significantly engage in the sale of mortgage loans. FAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities," establishes new standards for determining whether a transfer constitutes a sale and, if so, the determination of the resulting gain or loss. These standards are based on the consistent application of a financial-components approach that focuses on control. Under this approach, an entity recognizes the financial and servicing assets it controls and the liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. Provisions of this statement are effective for certain transactions entered into in 1997 and 1998. The Corporation does not anticipate that adoption of this statement will have a material effect on the Corporation's financial position or results of operations. PART I ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. LIQUIDITY AND INTEREST RATE SENSITIVITY The Corporation monitors its liquidity position on an ongoing basis to assure that it is able to meet the need for funds at all times. Given the monetary nature of its assets and liabilities and the significant source of liquidity provided by its available for sale securities portfolio, the Corporation generally has sufficient sources of funds available as needed to meet its routine, operational cash needs.
In addition to normal liquidity provided from operations, the Corporation has external sources of funds available should it desire to use them. These include approved lines of credit with several major domestic banks, of which $25.0 million was unused at September 30, 1996. To further meet its liquidity needs, the Corporation also has access to the Federal Reserve System, the Federal Home Loan Bank and other uncommitted funding sources. Interest rate sensitivity measures the impact that future changes in interest rates will have on net interest income. The cumulative gap reflects a point-in-time net position of assets and liabilities repricing in specified time periods. The gap is one measurement of risk inherent in a balance sheet as it relates to changes in interest rates and their effect on net interest income. The gap analysis which follows is based on a combination of asset and liability amortizations, maturities and repricing opportunities. Non- maturity deposit balances have been allocated to various repricing intervals to more accurately depict their anticipated behavior and characteristics. Based on the cumulative one year gap in this table and assuming no restructuring or modifications to asset/liability composition, a rise in interest rates would have a negative impact on net interest income. Gap analyses alone do not accurately measure the magnitude of changes in net interest income since changes in interest rates do not affect all categories of assets and liabilities equally or simultaneously. Recognizing that traditional gap analyses do not measure dynamically the exposure to interest rate changes, management also relies on computer simulation modeling to measure the effect of upward and downward interest rate changes on net interest income. Through the review of gap analyses and simulation modeling, management continually monitors the Corporation's exposure to changing interest rates. Management attempts to mitigate repricing mismatches through asset and liability pricing and through matched maturity funding. Following is the gap analysis as of September 30, 1996 (in thousands): WITHIN 4-12 1-5 OVER 3 MONTHS MONTHS YEARS 5 YEARS TOTAL --------- --------- --------- --------- ---------- INTEREST EARNING ASSETS Interest bearing deposits with banks $ 1,893 $ 1,893 Federal funds sold 9,508 9,508 Securities: Available for sale 26,333 $ 68,303 $ 67,032 $ 17,688 179,356 Held to maturity 766 24,198 121,547 2,083 148,594 Loans, net of unearned 274,867 251,205 488,116 284,817 1,299,005 --------- --------- --------- --------- ---------- 313,367 343,706 676,695 304,588 1,638,356 Other assets 110,097 110,097 --------- --------- --------- --------- ---------- $ 313,367 $ 343,706 $ 676,695 $ 414,685 $1,748,453 ========= ========= ========= ========= ========== INTEREST BEARING LIABILITIES Deposits: Interest checking $ 8,651 $ 25,953 $ 138,424 $ 173,028 Savings 32,835 98,505 256,546 387,886 Time deposits 177,314 259,433 285,757 $ 3,240 725,744 Short-term borrowings 45,117 21,356 19,967 86,440 Long-term debt 890 4,061 14,798 14,207 33,956 --------- --------- --------- --------- ---------- 264,807 409,308 715,492 17,447 1,407,054 Other liabilities 190,326 190,326 Stockholders' equity 151,073 151,073 --------- --------- --------- --------- ---------- $ 264,807 $ 409,308 $ 715,492 $ 358,846 $1,748,453 ========= ========= ========= ========= ========== PERIOD GAP $ 48,560 $ (65,602)$ (38,797)$ 55,839 ========= ========= ========= ========= CUMULATIVE GAP $ 48,560 $ (17,042)$ (55,839) ========= ========= ========= RATE SENSITIVE ASSETS/RATE SENSITIVE LIABILITIES (CUMULATIVE) 1.18 0.97 0.96 1.16 ========= ========= ========= ========= CUMULATIVE GAP AS A PERCENT OF TOTAL ASSETS 2.8% (1.0%) (3.2%) ========= ========= ==========
CAPITAL RESOURCES The assessment of capital adequacy depends on a number of factors such as asset quality, liquidity, earnings performance and changing competitive conditions and economic forces. The Corporation maintains a strong capital base to support its growth and expansion activities, to provide stability to current operations and to promote public confidence. The capital management function is a continuous process. Central to this process is internal equity generation accomplished mainly by earnings retention. Since December 31, 1995, total stockholders' equity has increased $7.7 million as a result of earnings retention. For the nine months ended September 30, 1996, the return on average equity was 12.13%. Total cash dividends declared represented 36.31% of net income. Book value per share was $15.48 at September 30, 1996, compared to $14.67 at December 31, 1995. NON-PERFORMING ASSETS AND ALLOWANCE FOR LOAN LOSSES Non-performing assets include non-performing loans and other real estate owned. Non-performing loans include non-accrual loans and restructured loans. Non-accrual loans represent loans on which interest accruals have been discontinued. Generally, it is the Corporation's policy to discontinue interest accruals when principal or interest is due and has remained unpaid for 90 days or more unless the loan is both well secured and in the process of collection. When a loan is placed on non-accrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on non-accrual loans is either applied against principal or reported as interest income, according to management's judgement as to the collectibility of principal. Loans which reach non-accrual status may not be restored to accrual status until all delinquent principal and interest has been paid, or the loan becomes both well secured and in the process of collection. Restructured loans are loans in which the borrower has been granted a concession on the interest rate or the original repayment terms due to financial distress. Following is a summary of non-performing assets (dollars in thousands): SEPTEMBER 30, DECEMBER 31, 1996 1995 ------------- ------------ Non-performing assets: Non-accrual loans $ 5,097 $ 5,605 Restructured loans 2,123 3,075 ------- -------- Total non-performing loans 7,220 8,680 Other real estate owned 3,541 2,742 ------- -------- Total non-performing assets $10,761 $11,422 ======= ======== Asset quality ratios: Non-performing loans as percent of total loans .56% .71% Non-performing assets as percent of total assets .62% .67% Non-performing loans are closely monitored on an ongoing basis as part of the Corporation's loan review process. The potential risk of loss on these loans is evaluated by comparing the loan balance to the present value of projected future cash flows or the value of any underlying collateral, recognizing losses where appropriate. Management's analysis of the allowance for loan losses includes the evaluation of the loan portfolio based on internally generated loan review reports and the historical loss experience of the remaining balances of the various homogeneous loan pools which comprise the loan portfolio. Specific factors which are evaluated include the previous loan loss experience with the customer, the status of past due interest and principal payments on the loan, the collateral position of the loan, the quality of financial information supplied by the borrower and the general financial condition of the borrower. Historical loss experience on the remaining portfolio segments is considered in conjunction with current status of economic conditions, loan loss trends, delinquency and non-accrual trends, credit administration, concentrations of credit and off-balance sheet risk.
Following is a summary of changes in the allowance for loan losses and selected ratios (dollars in thousands): THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------- ---------------- 1996 1995 1996 1995 ------- ------- ------- ------- Balance at beginning of period $22,102 $21,173 $21,550 $20,295 Charge-offs (1,819) (1,702) (4,873) (4,588) Recoveries 323 215 1,123 1,045 ------- ------- ------- ------- Net charge-offs (1,496) (1,487) (3,750) (3,543) Provision for loan losses 1,390 1,366 4,196 4,300 ------- ------- ------- ------- Balance at end of period $21,996 $21,052 $21,996 $21,052 ======= ======= ======= ======= Allowance for loan losses to: Total loans, net of unearned income 1.69% 1.75% Non-performing loans 304.23% 238.93% REGULATORY MATTERS The Corporation and its subsidiaries are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and its banking subsidiaries must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation's and banking subsidiaries' capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulators to ensure capital adequacy require the Corporation and its banking subsidiaries to maintain minimum amounts and ratios of total and tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of tier 1 capital to average assets (as defined). Management believes, as of September 30, 1996, that the Corporation meets all capital adequacy requirements to which it is subject, as follows (dollars in thousands): To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes Action Provisions ---------------- ----------------- ----------------- Amount Ratio Amount Ratio Amount Ratio -------- ------- -------- ------- -------- ------- Total Capital $171,242 13.9% $ 98,794 8.0% $123,492 10.0% (to risk-weighted assets) Tier 1 Capital $145,683 11.8% $ 49,397 4.0% $ 74,095 6.0% (to risk-weighted assets) Tier 1 Capital $145,683 8.4% $ 69,374 4.0% $ 86,718 5.0% (to average assets) As of September 30, 1996, the Corporation and each of its banking subsidiaries have been categorized as "well capitalized" under the regulatory framework for prompt corrective action. FINANCIAL INFORMATION SUMMARY Net income for the first nine months of 1996 was $13.4 million compared to $13.2 million for the first nine months of 1995. Primary earnings per share for those periods were $1.40 and $1.38, respectively, and $1.34 and $1.33 on a fully diluted basis. Highlights for the first nine months of 1996 include: o A 12.13% return on average equity and a 1.04% return on average assets. o A net interest margin on a fully taxable equivalent basis of 5.02%. o A $3.0 million one-time assessment to recapitalize the Savings Association Insurance Fund as mandated by Congress.
FIRST NINE MONTHS OF 1996 AS COMPARED TO FIRST NINE MONTHS OF 1995: The following table provides information regarding the average balances and yields and rates on interest earning assets and interest bearing liabilities (dollars in thousands): Nine Months Ended September 30 1996 1995 ------------------------- ------------------------ AVERAGE YIELD/ AVERAGE YIELD/ BALANCE INTEREST RATE BALANCE INTEREST RATE --------- -------- ----- --------- -------- ----- ASSETS Interest earning assets: Interest bearing deposits with banks $ 3,166 $ 125 5.26% $ 4,611 $ 213 6.17% Federal funds sold 17,374 700 5.37 21,136 949 5.98 Securities: U.S. Treasury and other U.S. Government agencies and corporations 303,451 13,534 5.96 321,237 13,408 5.58 States of the U.S. and political subdivisions (1) 39,997 1,744 5.81 34,900 1,674 6.40 Other securities (1) 16,832 634 5.02 14,195 510 4.79 Loans (1) (2) 1,258,725 88,873 9.43 1,195,735 85,869 9.60 --------- -------- --------- -------- Total interest earning assets 1,639,545 105,610 8.60 1,591,814 102,623 8.62 ---------- -------- --------- -------- Cash and due from banks 53,924 53,042 Allowance for loan losses (22,038) (21,163) Premises and equipment 23,868 22,998 Other assets 39,453 44,732 ---------- --------- $1,734,752 $1,691,423 ========== ========== LIABILITIES Interest bearing liabilities: Deposits: Interest bearing demand $ 166,546 $ 1,825 1.46 $ 153,776 $ 2,011 1.75 Savings 396,549 7,304 2.46 425,510 7,961 2.50 Other time 733,774 30,068 5.47 694,440 28,388 5.48 Short-term borrowings 64,684 2,799 5.78 55,949 2,499 5.97 Long-term debt 35,183 1,996 7.56 39,594 2,331 7.85 ---------- -------- ---------- -------- Total interest bearing liabilities 1,396,736 43,992 4.21 1,369,269 43,190 4.22 ---------- -------- ---------- -------- Non-interest bearing demand deposits 157,815 159,687 Other liabilities 32,076 29,388 ---------- ---------- 1,586,627 1,558,344 ---------- ---------- STOCKHOLDERS' EQUITY 148,125 133,079 ---------- ---------- $1,734,752 $1,691,423 ========== ========== Excess of interest earning assets over interest bearing liabilities $ 242,809 $ 222,545 ========== ========== Net interest income $ 61,618 $ 59,433 ======== ======== Net interest spread 4.39% 4.40% ===== ===== Net interest margin (3) 5.02% 4.99% ===== ===== (1) The amounts are reflected on a fully taxable equivalent basis using the federal statutory tax rate of 35% adjusted for certain federal tax preferences. (2) Average balance includes non-accrual loans. Loans consist of average total loans less average unearned income. The amount of loan fees included in interest income on loans is immaterial. (3) Net interest margin is calculated by dividing the difference between total interest earned and total interest paid by total interest earning assets.
Net interest income, the Corporation's primary source of earnings, is the amount by which interest and fees generated by interest earning assets, primarily loans and securities, exceed interest expense on deposits and borrowed funds. During the first nine months of 1996, net interest income, on a fully taxable equivalent basis, totaled $61.6 million, representing a 3.68% increase over the first nine months of 1995. Net interest income as a percentage of average earning assets (commonly referred to as the margin) rose to 5.02% at September 30, 1996 from 4.99% at September 30, 1995. Net interest income can be analyzed in terms of the impact of changes in the volume of interest earning assets and interest bearing liabilities and changes in the interest rates. The following table sets forth certain information regarding changes in net interest income attributable to changes in the volumes of interest earning assets and interest bearing liabilities and changes in the rates for the nine months ending September 30, 1996 as compared to the nine months ending September 30, 1995 (in thousands): VOLUME RATE NET ------- ------- ------- INTEREST INCOME Interest bearing deposits with banks $ (58) $ (30) $ (88) Federal funds sold (156) (93) (249) Securities: U.S. Treasury and other U.S. Government agencies and corporations (769) 895 126 States of the U.S. and political subdivisions 228 (158) 70 Other securities 100 24 124 Loans 4,454 (1,450) 3,004 ------- ------- ------- 3,799 (812) 2,987 ------- ------- ------- INTEREST EXPENSE Deposits: Interest bearing demand 157 (343) (186) Savings (533) (124) (657) Other time 1,613 67 1,680 Short-term borrowings 348 (48) 300 Long-term debt (250) (85) (335) ------- ------- ------- 1,335 (533) 802 ------- ------- ------- NET CHANGE $ 2,464 $ (279) $ 2,185 ======= ======= ======= The amount of change not solely due to rate or volume changes was allocated between the change due to rate and the change due to volume based on the relative size of the rate and volume changes. Total interest income on a fully taxable equivalent basis increased $3.0 million or 2.91% for the first nine months of 1996, compared to the first nine months of 1995. Interest income on loans increased 3.50% from $85.9 million for the first nine months of 1995 to $88.9 million for the first nine months of 1996, as a result of greater demand in the commercial and consumer loan portfolios. Average loans increased 5.40% over these same time periods. Interest on U.S. Treasury and other U.S. Government agencies and corporations increased slightly to $13.5 million for the first nine months of 1996 as compared to the first nine months of 1995. Total interest expense increased $802,000 or 1.86% for the nine months ended September 30, 1996, compared to the nine months ended September 30, 1995. Interest expense on deposits increased 2.18% to $39.2 million over these time periods, due to additional growth and a shift in the deposit mix to time deposits. The provision for loan losses totaled $4.2 million for the first nine months of 1996, representing a decrease of 2.42% from the first nine months of 1995. The reduction in the provision for loan losses is a direct result of improving asset quality and management's analysis of the adequacy of the allowance for loan losses which takes into consideration all factors relevant to the collectibility of the existing portfolio.
Total non-interest income increased 3.24% during the first nine months of 1996 compared to the same period of 1995. This increase was attributable to increases in trust income and securities gains offset by a decrease in insurance commissions and fees. Total non-interest expenses increased 6.60% during the first nine months of 1996, compared to the first nine months of 1995. Deposit insurance accounted for the majority of this variance as a result of a $3.0 million one-time assessment to recapitalize the Savings Association Insurance Fund (SAIF), which was mandated by Congress and signed into law on September 30 of this year. The legislation included a one-time charge to earnings for all deposits insured by the SAIF, including those held by chartered commercial banks as a result of previous acquisitions. The legislation also included provisions that will result in a modest reduction in future annual deposit insurance costs. Income before taxes was $19.4 million for the first nine months of 1996, representing a decrease of $133,000 or .68% over the same period of 1995. Income taxes decreased $394,000 or 6.23% over the same periods primarily due to the one-time assessment to recapitalize the SAIF. Consolidated net income was $13.4 million for the first nine months of 1996, representing a $261,000 or 1.98% increase over the first nine months of 1995. The Corporation's return on average assets was 1.04% for both the first nine months of 1996 and 1995, while the return on average equity was 12.13% and 13.25% for those same periods, respectively. THIRD QUARTER OF 1996 AS COMPARED TO THIRD QUARTER OF 1995 During the third quarter of 1996, net interest income increased $542,000 or 2.77% over the third quarter of 1995. Total interest income remained constant while total interest expenses decreased $443,000 or 2.96% over these same periods. Interest expense on deposits accounted for the majority of this decrease due to the change in the deposit mix. The provision for loan losses remained constant at $1.4 million for the third quarter of both 1995 and 1996. Total non-interest income increased $648,000 or 18.27% during the third quarter of 1996, compared to the same quarter of 1995, largely as a result of increases in trust income and securities gains. Total non-interest expenses increased $3.3 million or 22.62% from the third quarter in 1995 mainly due to the increase of $3.0 million in deposit insurance as a result of the one-time assessment to recapitalize the SAIF. Income before taxes decreased to $5.0 million in the third quarter of 1996 from $7.1 million in the same period of 1995. Income tax expense decreased to $1.5 million from $2.3 million over these same periods. Net income totaled $3.5 million for the third quarter of 1996, compared to $4.9 million for the third quarter of 1995.
PART II ITEM 1. LEGAL PROCEEDINGS No material pending legal proceedings exist to which the Corporation or any of its subsidiaries is a party, or of which any of their property is the subject, except ordinary routine proceedings which are incidental to the ordinary conduct of business. In the opinion of management, pending legal proceedings will not have a material adverse effect on the consolidated financial position of the Corporation and its subsidiaries. ITEM 2. CHANGES IN SECURITIES Not applicable ITEM 3. DEFAULTS 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: 3.1. Articles of Incorporation. The Articles of Incorporation of F.N.B. Corporation or instruments corresponding thereto are currently in effect. On September 13, 1996, the Articles were amended as follows: NOW, THEREFORE, BE IT RESOLVED, that the first paragraph of Article 5 of the Corporation's Articles of Incorporation be and hereby is amended to read as follows: "5, The aggregate number of shares which the Corporation shall have authority to issue is One Hundred and Twenty Million (120,000,000) shares of which Twenty Million (20,000,000) shall be preferred stock, par value $10.00 per share, issuable in one or more series, and One Hundred Million (100,000,000) shares shall be common stock, par value $2.00 per share" 10.5. Revised and Restated Amendment No. 2 to Employment Agreement between F.N.B. Corporation and Peter Mortensen (filed herewith).
11. F.N.B. Corporation STATEMENT RE COMPUTATION OF PER SHARE EARNINGS Dollars in thousands THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ------------------- ------------------- 1996 1995 1996 1995 --------- ---------- -------- ---------- PRIMARY Net Income $ 3,503 $ 4,856 $ 13,446 $ 13,185 Less: Preferred Stock Dividends Declared (186) (212) (595) (638) ---------- ---------- ---------- ---------- Net Income Applicable to Common Stock $ 3,317 $ 4,644 $ 12,851 $ 12,547 ========== ========== ========== ========== Average Common Shares Outstanding 9,106,760 9,022,910 9,064,297 9,024,039 Net Effect of Dilutive Stock Options - Based on the Treasury Stock Method Using Average Market Price 89,263 43,256 84,582 38,027 ---------- ---------- ---------- ---------- 9,196,023 9,066,166 9,148,879 9,062,066 ========== ========== ========== ========== Net Income per Common Share $.36 $.51 $1.40 $1.38 ==== ==== ===== ===== FULLY DILUTED Net Income Applicable to Common Stock $ 3,503 $ 4,856 $ 13,446 $ 13,185 ========== ========== ========== ========== Average Common Shares Outstanding 9,106,760 9,022,910 9,064,297 9,024,039 Series A Convertible Preferred Stock 26,268 32,578 26,268 32,578 Series B Convertible Preferred Stock 766,534 839,154 825,816 839,370 Net Effect of Dilutive Stock Options - Based on the Treasury Stock Method Using the Period-End Market Price, If Higher than Average Market Price 89,263 45,678 88,113 45,678 ---------- ---------- ---------- ---------- 9,988,825 9,940,320 10,004,494 9,941,665 ========== ========== ========== ========== Net Income per Common Share $.35 $.49 $1.34 $1.33 ===== ==== ===== ===== 27. Financial Data Schedule (filed herewith) (b) Reports on Form 8-K A report on Form 8-K, dated August 13, 1996, was filed by the Corporation. The Form 8-K disclosed pro-forma financial information for the period ended June 30, 1996, relating to the definitive merger agreement between F.N.B. Corporation and Southwest Banks, Inc. and consolidated financial information for Southwest Banks, 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. F.N.B. Corporation ---------------------------------------- (Registrant) Dated: November 13, 1996 /s/Peter Mortensen ---------------------------- ---------------------------------------- Peter Mortensen Chairman and President (Principal Executive Officer) Dated: November 13, 1996 /s/John D. Waters ---------------------------- ---------------------------------------- John D. Waters Vice President & Chief Financial Officer (Principal Financial Officer)