SEACOAST BANKING CORP OF FLORIDA
10-Q, 1997-05-15
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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 Commission file
                           MARCH 31, 1997 No. 0-13660

                     SEACOAST BANKING CORPORATION OF FLORIDA
             (Exact name of registrant as specified in its charter)

             Florida                              59-2260678
(State or other jurisdiction of                 (IRS employer
incorporation or organization)              identification number)

     815 Colorado Avenue, Stuart  FL               34994
(Address of principal executive offices)         (Zip code)

        (561) 287-4000
(Registrant's telephone number,
   including area code)

Securities registered pursuant to Section 12 (b) of the Act:
         None

Securities registered pursuant to Section 12 (g) of the Act:
         Class A Common Stock, Par Value $.10
                      (Title of class)

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 registrant's classes of
common stock as of March 31, 1997:

        Class A Common Stock, $.10 Par Value - 3,874,197 shares

        Class B Common Stock, $.10 Par Value - 384,638 shares









<PAGE>



                                      INDEX

                     SEACOAST BANKING CORPORATION OF FLORIDA



Part I      FINANCIAL INFORMATION                               PAGE #

Item 1      Financial Statements (Unaudited)

            Condensed consolidated balance sheets -
            March 31, 1997, December 31, 1996 and March 31, 1996............3-4

            Condensed consolidated statements of income - Three Months 
            Ended March 31, 1997 and 1996...................................5-6

            Condensed consolidated statements of cash flows - Three
            Months Ended March 31, 1997 and 1996............................7-9

            Notes to condensed consolidated financial
            statements ......................................................10

Item 2      Management's Discussion and Analysis of Financial   
            Condition and Results of Operations...........................11-19


Part II    OTHER INFORMATION

Item 6     Exhibits and Reports on Form 8-K..................................20

SIGNATURES ..................................................................21

Article 9 - Financial Data Schedule ......................................22-23







Part I.  FINANCIAL INFORMATION
CONDENSED CONSOLIDATED BALANCE SHEETS                            (Unaudited)
- --------------------------------------------------------------------------------


Seacoast Banking Corporation of Florida and Subsidiaries

                                         March     December         March
(Dollars in thousands)                    31,         31,            31,
                                         1997        1996           1996

- --------------------------------------------------------------------------------
ASSETS



<PAGE>




    Cash and due from banks ......................    25649     24340     21924
    Federal funds sold ...........................    25200     76250     19100
    Securities:
        Held for Sale (at market).................   147632    159133    169266
        Held for Investment (market values:
          $53,359 at Mar. 31, 1997 
          $50,555 at Dec. 31,1996 &
          $50,946 at Mar. 31, 1996)...............    52949     49667     50137
                                                     ------    ------    ------
          TOTAL SECURITIES .......................   200581    208800    219403
    Loans ........................................   486881    471597    431695
    Less:  Allowance for loan losses..............    (4294)    (4286)    (4197)
                                                      ------    ------   ------
          NET LOANS ..............................   482587    467311    427498
    Bank premises and equipment ..................    16489     16110     15911
    Other real estate owned ......................      871      1011       688
    Core deposit intangibles .....................     1892      1975      2227
    Goodwill .....................................     3807      3882      3919
    Other assets .................................     8543      8729      7652
                                                     ------    ------     ------
                                                     765619    808408    718322
                                                     ======    ======    ======
LIABILITIES & SHAREHOLDERS'
EQUITY LIABILITIES
    Deposits .....................................   674025    692757    641024
    Federal funds purchased and securities
      sold under agreements to repurchase,
      maturing within 30 days.....................    21064     45088     10926
        
    Other liabilities ............................     3015      3794      3376
                                                     ------    ------   -------
                                                     698104    741639    655326






CONDENSED CONSOLIDATED BALANCE SHEETS (continued)    (Unaudited)
- --------------------------------------------------------------------------------


Seacoast Banking Corporation of Florida and Subsidiaries

                                            March 31,  December 31,   March 31,
(Dollars in thousands)                        1997        1996          1996

- --------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY
  Preferred stock .......................           0            0            0
  Class A common stock ..................         390          380          378
  Class B common stock ..................          39           49           51
  Additional paid-in capital ............       18634        18612        18399
  Retained earnings .....................       51212        50121        46924
  Less: Treasury stock ..................        (815)        (911)       (1212)
                                                -----        -----        ------
                                                69460        68251        64540
Securities valuation allowance...........       (1945)       (1482)       (1544)
                                                ------       ------       ------
      TOTAL SHAREHOLDERS'
        EQUITY ..........................       67515        66769        62996
                                               ------        -----       ------
                                               765619       808408       718322
                                               ======       ======       ======

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


Note:  The balance  sheet at December 31, 1996 has been derived from the audited
financial statements at that date. See notes to condensed consolidated financial
statements.





CONDENSED CONSOLIDATED STATEMENTS OF INCOME                         (Unaudited)
- --------------------------------------------------------------------------------


Seacoast Banking Corporation of Florida and Subsidiaries
                                                               Three Months
                                                                   Ended
                                                                  March 31,
- --------------------------------------------------------------------------------
                                                        
(Dollars in thousands, except per share                       1997         1996
data)
- --------------------------------------------------------------------------------
Interest and dividends on securities ...............          3033          3345
Interest and fees on loans .........................         10150          9192
Interest on federal funds sold .....................           451           669
                                                             -----         -----
    TOTAL INTEREST INCOME ..........................         13634         13206
Interest on deposits ...............................          1379          1318
Interest on time certificates ......................          3866          3851
Interest on borrowed money .........................           278           281
                                                             -----         -----
    TOTAL INTEREST EXPENSE .........................          5523          5450
                                                             -----         -----



<PAGE>

                                                                            
    NET INTEREST INCOME ..................................       8111       7756
Provision for loan losses ................................        150        150
                                                                 ----       ----
    NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES ..       7961       7606
Noninterest income
  Securities gains (losses) ..............................       (102)        24
  Other income ...........................................       2348       2155
                                                                 ----       ----
    TOTAL NONINTEREST INCOME .............................       2246       2179
    TOTAL NONINTEREST EXPENSES ...........................       7151       6634
                                                                 ----       ----
    INCOME BEFORE INCOME TAXES ...........................       3056       3151
Provision for income taxes ...............................       1121       1140
                                                                 ----       ----
    NET INCOME ...........................................       1935       2011
                                                                 ====       ====

- --------------------------------------------------------------------------------






CONDENSED CONSOLIDATED STATEMENTS OF INCOME                      (Unaudited)
- --------------------------------------------------------------------------------


Seacoast Banking Corporation of Florida and Subsidiaries

                                                            Three Months Ended
                                                                  March 31,
                                                              1997      1996
- --------------------------------------------------------------------------------
(Dollars in thousands, except per                                             
share data)
- --------------------------------------------------------------------------------
PER SHARE COMMON STOCK:
     NET INCOME ............................                 0.45           0.47
     CASH DIVIDENDS DECLARED:
       Class A .............................                 0.200         0.150
       Class B .............................                 0.180         0.135
Average shares outstanding .................               4350504       4286498
- --------------------------------------------------------------------------------

See notes to condensed consolidated financial statements.




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                  (Unaudited)
- --------------------------------------------------------------------------------

Seacoast Banking Corporation of Florida and Subsidiaries
                                                       (In thousands of dollars)
- --------------------------------------------------------------------------------



<PAGE>




- --------------------------------------------------------------------------------
                                                               
Three Months Ended March 31                                   1997         1996
- --------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash
Equivalents
Cash flows from operating activities ....................    13921        13135
  Interest received .....................................     2367         2156
  Fees and commissions received .........................    (5530)       (5585)
  Interest paid .........................................    (8111)       (7285)
  Cash paid to suppliers and employees ..................     (210)         (93)
  Income taxes paid
                                                             ------      ------
Net cash provided by operating activities ...............     2437         2328
Cash flows from investing activities
  Proceeds from maturity of securities held for sale.....     5221        13857
  Proceeds from maturity of securities held
    for investment ......................................     2665         4078
  Proceeds from sale of securities held for sale ........    15448         3979
  Purchase of securities held for sale ..................   (10056)      (29013)
  Purchase of securities held for investment ............    (5928)           0
  Net new loans and principal repayments ................   (15388)      (16857)
  Proceeds from the sale of other real estate owned......      144         311
  Deletions (additions) to bank premises and equipment...     (786)       (216)
  Deletions (additions) to intangible assets ............        0         417
  Net change in other assets.............................      (16)        418
                                                             ------      ------
Net cash used in investing activities ...................    (8696)      (23026)




CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)(Unaudited)
- --------------------------------------------------------------------------------

Seacoast Banking Corporation of Florida and Subsidiaries
                                                      (In thousands of dollars)
- --------------------------------------------------------------------------------
                                                      
Three Months Ended March 31                                   1997         1996
- --------------------------------------------------------------------------------
Cash flows from financing activities
  Net decrease in deposits .............................     (18732)     (19938)
  Net decrease in federal funds purchased and
    repurchase agreements ..............................     (24024)     (32981)
  Issuance of common stock -- Employee Stock
  Purchase and Profit Sharing Plans......................         0           0
  Exercise of stock options..............................        25         198
  Treasury stock (acquired) issued.......................        93          53
  Dividends paid.........................................      (844)       (628)
                                                               -----       -----
Net cash used in financing activities ..................     (43482)     (53296)
                                                              -----       -----



<PAGE>


                                                                         
Net decrease in cash and cash equivalents ..............     (49741)     (73994)
Cash and cash equivalents at beginning of year .........     100590      115018
                                                             ------      ------
Cash and cash equivalents at end of period .............      50849       41024
                                                             ======      ======

- --------------------------------------------------------------------------------



CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(continued)(Unaudited)
- --------------------------------------------------------------------------------


Seacoast Banking Corporation of Florida and Subsidiaries
                                                      (In thousands of dollars)
- --------------------------------------------------------------------------------
Three Months Ended March 31                                    1997        1996
- --------------------------------------------------------------------------------
Reconciliation of Net Income to Cash Provided
  by Operating Activities
Net Income .............................................       1935        2011
Adjustments to reconcile net income to net
  cash provided by operating activities
   Depreciation and amortization .......................        624         571
   Provision for loan losses ...........................        150         150
   Loss (gain) on sale of securities ...................        102         (24)
   Loss on sale and writedown of foreclosed assets .....          8          25
   Loss on disposition of fixed assets .................          0           5
   Change in interest receivable .......................        257         (73)
   Change in interest payable ..........................         (7)       (135)
   Change in prepaid expenses ..........................       (771)       (166)
   Change in accrued taxes .............................       1022        1147
   Change in other liabilities .........................       (883)      (1183)
                                                               ----        ----
Total adjustments ......................................        502         317
                                                               ----         ----
Net cash provided by operating activities ..............       2437        2328
                                                               ====        ====

- --------------------------------------------------------------------------------
Supplemental disclosure of noncash investing activities:
  Transfers from loans to other real estate owned.......        12          135
  Market value adjustment to securities.................      (785)       (1392)
  

- --------------------------------------------------------------------------------

See notes to condensed consolidated financial statement.



NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
SEACOAST BANKING CORPORATION OF FLORIDA AND SUBSIDIARIES


<PAGE>




NOTE A - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Rule 10-01 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. 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 three month  period  ended March 31,
1997, are not necessarily indicative of the results that may be expected for the
year ended December 31, 1997. For further information, refer to the consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K for the year ended December 31, 1996.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS


FIRST QUARTER 1997

The  following   discussion  and  analysis  is  designed  to  provide  a  better
understanding  of the significant  factors  related to the Company's  results of
operations and financial condition.  Such discussion and analysis should be read
in conjunction with the Company's Condensed  Consolidated  Financial  Statements
and the notes
attached thereto.


EARNINGS SUMMARY

Net income for the first quarter of 1997 totalled $1,935,000 or $0.45 per share,
comparable with the $1,954,000 or $0.45 per share recorded in the fourth quarter
of 1996 and slightly  lower than the  $2,011,000 or $0.47 per share  reported in
the first  quarter of 1996.  Earnings were impacted in the first quarter of 1997
by investment  securities losses of $102,000 ($64,000 after taxes),  while gains
of  $20,000  and  $24,000  were  recorded  in the  fourth  and  first  quarters,
respectively,  of 1996.  Securities  sold during the first  quarter of 1997 were
replaced with higher earning assets which will enhance future earnings.

Return on average  assets was 1.02  percent and return on average  shareholders'
equity  was 11.31  percent  for the first  quarter of 1997,  compared  to fourth
quarter 1996's performance of 1.04 percent and 11.43 percent,  respectively, and
the prior  year's  first  quarter  results of 1.09  percent  and 12.56  percent,
respectively.






<PAGE>


NET INTEREST INCOME

Earnings  in 1996 and for the first  quarter of 1997 have  benefited  from a net
interest margin that has remained  relatively  stable. On a tax equivalent basis
the margin  increased to 4.62 percent during the first quarter of 1997 from 4.61
percent in the fourth quarter of 1996. The cost of interest-bearing  liabilities
increased  one basis point to 3.69 percent from fourth  quarter,  with rates for
NOW,  savings and  certificates of deposit  increasing 19, 6 and 2 basis points,
respectively.  Rates for savings  deposits and short term  borrowings  (entirely
composed of repurchase agreements) declined 7 and 9 basis points,  respectively.
In part,  the increase in the rate for NOW  accounts is directly  related to the
success of a new product called Money Manager,  whereby  banking  customers have
the opportunity to link their transaction  account (and earn a higher rate, 5.00
percent presently) to their brokerage account in the Company's  subsidiary,  FNB
Brokerage  Services,  Inc..  Offsetting the slight increase in funding cost, the
yield on earning  assets  increased 7 basis  points to 7.73  percent  during the
first quarter of 1997,  compared to the fourth quarter. An increase in the yield
on loans of 10 basis  points  and a changing  earning  assets mix (with an $18.1
million growth in average loans) more than offset a decline of 7 basis points in
the yield on securities.

For the first quarter a year ago, the net interest margin was 4.56 percent.  The
yield on average  earning  assets was 7.73 percent and rate on  interest-bearing
liabilities was 3.72 percent.

Average  earning  assets for the first  quarter of 1997 are  $27,194,000  or 3.9
percent  higher when  compared to the prior year's first  quarter.  Average loan
balances  grew  $59,390,000  or 14.1  percent  to  $480,866,000,  while  average
investment  securities  declined  $16,673,000 or 7.6 percent and average federal
funds sold decreased  $15,523,000 or 31.0 percent to  $34,524,000.  The level of
federal  funds sold is expected to further  decline as loan growth is funded and
deposits decline as they normally do in the summer months.

The mix of earning assets has had a favorable  impact on the margin.  Loans (the
highest yielding component of earning assets) as a percentage of average earning
assets increased to 66.9 percent in the first quarter of 1997,  compared to 60.9
percent a year ago. Average  certificates of deposit (the highest cost component
of interest-bearing liabilities) as a percentage of interest-bearing liabilities
increased  slightly  to 49.2  percent,  compared  to 48.1  percent  in the first
quarter of 1996.  Favorably  affecting  the mix of  deposits  was an increase in
average  noninterest-bearing  demand  deposits of  $5,182,000  or 6.2 percent to
$88,854,000.

If loan  demand  continues  at its  current  pace  as a  result  of the  economy
remaining  firm,  and local  competition  allows rates paid for core deposits to
remain low, the net interest margin should continue at a level commensurate with
first quarter results over the remainder of 1997.




<PAGE>



PROVISION FOR LOAN LOSSES

A provision of $150,000 was recorded in the first quarter of this year, the same
provisioning  as the first quarter and fourth quarter of 1996.  Net  charge-offs
for the first quarter  increased  slightly from $19,000 last year to $142,000 in
1997.  Net  charge-offs  annualized as a percent of average loans  totalled 0.12
percent for the first  quarter of 1997,  compared  to 0.02  percent for the same
quarter in 1996.

Management  determines  the  provision  for  loan  losses  which is  charged  to
operations by constantly analyzing and monitoring  delinquencies,  nonperforming
loans and the level of outstanding  balances for each loan category,  as well as
the  amount  of  net  charge-offs,  and by  estimating  losses  inherent  in its
portfolio.  While the  Company's  policies and  procedures  used to estimate the
monthly provision for loan losses charged to operations are considered  adequate
by  management  and  are  reviewed  from  time  to  time  by the  Office  of the
Comptroller of the Currency (OCC), there exist factors beyond the control of the
Company, such as general economic conditions both locally and nationally,  which
make  management's  judgment  as to the  adequacy of the  provision  necessarily
approximate and imprecise.



NONINTEREST INCOME

Noninterest income,  excluding gains and losses from securities sales, increased
$193,000 or 9.0 percent to $2,348,000 compared to one year earlier.

The  largest  increase in  noninterest  income  occurred  in service  charges on
deposit  accounts  which  increased  $124,000 or 18.7 percent  compared to prior
year. In addition,  other service charges and fees grew $32,000 or 11.0 percent.
These results reflect internal growth and the repricing of certain services,  in
particular  overdraft fees which increased 45.1 percent  compared to prior year.
Fees from trust and brokerage services in the quarter reached $1,076,000, up 3.2
percent  from prior year.  The Company  intends to  continue  to  emphasize  its
brokerage and trust services to both existing and new customers, as expectations
are that these financial products will remain in demand.


NONINTEREST EXPENSES

When compared to 1996,  noninterest  expenses for the first quarter increased by
$517,000 or 7.8 percent to $7,151,000.  The Company's  overhead ratio  increased
slightly,  from 66.3 percent a year ago to 67.8 percent in the first  quarter of
1997.

Salaries and wages increased $289,000 or 11.1 percent from the
first quarter of 1996.  Additional employment costs in lending,


<PAGE>



trust and brokerage,  from expanding the Company's  telephone banking center and
the addition of two new  branches  (Sebastian,  Florida in the third  quarter of
1996 and Nettles  Island in January of this year),  have been  incurred over the
last twelve months.

Occupancy expenses and furniture and equipment expenses,  on an aggregate basis,
increased  $101,000 or 10.0 percent  versus first quarter  results last year. Of
this increase,  costs for  maintenance  and repairs have risen $34,000 and lease
payments for space occupied by the company have increased $46,000. Costs related
to the new branches totaled $20,000.

The premium for Federal Deposit  Insurance  Corporation  ("FDIC")  insurance was
$28,000 lower,  reflecting action by the FDIC to lower premium rates,  effective
for 1997. The rate the Company's  subsidiary bank is being assessed has been and
is the lowest rate, based on FDIC guidelines.

Costs for legal and  professional  services and costs associated with foreclosed
and repossessed  asset management and  disposition,  declined 11.2 percent on an
aggregate  basis,  a  reflection  of lower  nonperforming  asset  balances  (see
"Nonperforming Assets").

Marketing expenses  increased $76,000 or 20.7 percent,  primarily as a result of
increases in sales  promotion,  ad agency  production  and printing  costs,  and
public relations costs associated with heightened efforts to market products and
services  within the  Company's  market.  The other expense  category  increased
$111,000  or 7.2  percent in 1997 year over year.  The  increase  was  primarily
caused by a $64,000  increase in telephone costs related to technology  upgrades
implemented to enhance  communications  between  branches and the Company's main
office headquarters.


INCOME TAXES

Income  taxes as a percentage  of income  before taxes were 36.7 percent for the
first  quarter of this year,  compared to 36.2 percent in 1996.  The increase in
rate reflects a higher rate of provisioning  for state income taxes, a result of
lower state intangible taxes paid to the State of Florida that can be taken as a
credit. In addition, lower levels of tax-exempt interest income have contributed
to a higher effective tax rate.


FINANCIAL CONDITION

CAPITAL RESOURCES

Earnings  retained by the Company  during the first quarter of 1997 and over the
prior twelve months have provided the Company with continued  improvement in its
capital ratios. The Company's ratio of average  shareholders'  equity to average
total assets during the first quarter of 1997 was 9.02 percent, compared to 8.69
percent during the first quarter of 1996.


<PAGE>




The risk-based  capital minimum ratio for total capital to risk- weighted assets
is 8  percent.  At March 31,  1997,  the  Company's  ratio of total  capital  to
risk-weighted  assets was 15.42 percent and its ratio of Tier 1 capital to total
adjusted assets was 8.30 percent. In comparison, these ratios were 15.30 percent
and 7.71 percent, respectively, at March 31, 1996.


LOAN PORTFOLIO

All of the Company's loan activity is with customers  located within its defined
market area known as the Treasure Coast of Florida.  This area is located on the
southeastern  coast of  Florida  above Palm Beach  County and  extends  north to
Brevard County.

Total loans (net of unearned income and excluding the allowance for loan losses)
were  $486,881,000  at March 31, 1997,  $55,186,000 or 12.8 percent more than at
March 31, 1996,  and  $15,284,000 or 3.2 percent more than at December 31, 1996.
During  the first  quarter  of 1997,  $5.1  million  in fixed  rate  residential
mortgage loans were securitized,  and over the past twelve months, $34.8 million
in such loans were  securitized,  all  through the  Federal  Home Loan  Mortgage
Corporation ("FHLMC").

At March 31, 1997, the Company's  mortgage loan balances  secured by residential
properties  amounted to  $266,762,000  or 54.8 percent of total loans.  The next
largest concentration was loans secured by commercial real estate which totalled
$116,790,000 or 24.0 percent. The Company was also a creditor for consumer loans
to  individual   customers  (primarily  secured  by  motor  vehicles)  totalling
$51,775,000,  commercial  loans of  $21,423,000,  home equity lines of credit of
$9,818,000, and unsecured credit cards of $7,759,000.

All loans and  commitments  for one-to-four  family  residential  properties and
commercial  real estate are generally  secured with first  mortgages on property
with the amount  loaned at  inception  to the fair value of the  property not to
exceed 80  percent.  Residential  real  estate  loans  are made  upon  terms and
conditions that would make such loans eligible for resale under Federal National
Mortgage   Association  ("FNMA")  or  Federal  Home  Loan  Mortgage  Corporation
("FHLMC") guidelines.

Real estate mortgage lending (particularly  residential  properties) is expected
to remain an important segment of the Company's lending activities. At March 31,
1997,  approximately  $159  million or 59 percent of the  Company's  residential
mortgage loan balances were  adjustable,  compared to $139 million or 59 percent
of the Company's  mortgage loan balances at March 31, 1996. Of the $159 million,
$155 million were  adjustable  rate 15- or 30-year  mortgage loans ("ARMs") that
reprice based upon the one year constant  maturity  United States Treasury Index
plus a margin. These 15- and 30-year


<PAGE>



ARMs generally consist of three types: 1) those repricing  annually by up to one
percent with a four percent cap over the life of the loan, of which  balances of
approximately  $30 million were  outstanding at March 31, 1997, 2) those limited
to a two percent per annum  increase  and a six percent cap over the life of the
loan, of which  approximately $61 million in balances existed at March 31, 1997,
and 3) those that have a fixed rate for a period of three,  five or seven years,
at the end of which they are limited to a two percent per annum  increase  and a
four percent cap over the life of the loan, of which  approximately  $64 million
were  outstanding  at March 31, 1997.  Loans  secured by  residential  mortgages
having fixed rates  totaled  approximately  $108  million at March 31, 1997,  of
which  15-  and  30-year   mortgages   totaled  $60  million  and  $26  million,
respectively.  Remaining fixed rate balances were comprised of home  improvement
loans with maturities less than 15 years.

The Company's historical charge-off rates for residential real estate loans have
been  minimal,  with no  charge-offs  for the first  quarter of 1997 compared to
$84,000 for all of 1996.

At March 31, 1997, the Company had commitments to make loans  (excluding  unused
home equity lines of credit and credit card lines) of  $24,208,000,  compared to
$19,007,000 at March 31, 1996.

The Company attempts to reduce its exposure to the risk of the local real estate
market by limiting the aggregate size of its commercial  real estate  portfolio,
currently  24.0 percent of total  loans,  and by making  commercial  real estate
loans primarily on owner occupied  properties.  The remainder of the real estate
loan portfolio is residential  mortgages to individuals,  and home equity loans,
which the Company  considers less susceptible to adverse effects from a downturn
in the real estate  market,  especially  given the area's  large  percentage  of
retired persons.


ALLOWANCE FOR LOAN LOSSES

Net losses on credit cards and installment  loans totaled  $120,000 and $35,000,
respectively,  for the first  three  months of 1997,  compared  to net losses of
$50,000  and net  recoveries  of  $3,000,  respectively,  in 1996.  Current  and
historical credit losses arising from real estate lending transactions  continue
to compare  favorably  with the  Company's  peer group.  No losses  arising from
residential real estate were recorded in the first quarter, versus $9,000 a year
ago. Net recoveries  recorded for commercial real estate loans of $16,000 in the
first  quarter  of 1997  compared  with the prior  year when net  recoveries  of
$28,000 were reported.  Net  charge-offs  for commercial  loans of $3,000 in the
first quarter of 1997 compared to $9,000 in recoveries in 1996.

The ratio of the  allowance  for loan losses to net loans  outstanding  was 0.88
percent at March 31, 1997.  This ratio was 0.97  percent at March 31, 1996.  The
allowance for loan losses as a percentage of


<PAGE>



nonaccrual  loans and loans 90 days or more past due was 277.6  percent at March
31, 1997, compared to 90.9 percent at the same date in 1996.


NONPERFORMING ASSETS

At March  31,  1997,  the  Company's  ratio  of  nonperforming  assets  to loans
outstanding plus other real estate owned ("OREO") was 0.50 percent,  compared to
1.20 percent one year earlier.

At March 31, 1997,  accruing  loans past due 90 days or more of $38,000 and OREO
of $871,000 were outstanding.  In 1996 on the same date, loans totaling $135,000
were past due 90 days or more and OREO balances of $688,000 were outstanding.

Nonaccrual loans totalled $1,547,000 at March 31, 1997, compared to a balance of
$4,481,000 at March 31, 1996. All of the nonaccrual  loans  outstanding at March
31, 1997 were performing (current with respect to payments),  with the exception
of seven loans  aggregating  to $539,000.  The  performing  loans were placed on
nonaccrual  status  because the Company has  determined  that the  collection of
principal or interest in  accordance  with the terms of such loans is uncertain.
Of the amount  reported in nonaccrual  loans at March 31, 1997,  88.9 percent is
secured with real estate,  the  remainder is ninety  percent  guaranteed  by the
Small Business  Administration  ("SBA").  Management does not expect significant
losses for which an allowance for loan losses has not been  provided  associated
with the ultimate realization of these assets.


SECURITIES

Debt  securities that the Company has the intent and ability to hold to maturity
are carried at amortized cost. All other  securities are carried at market value
and are available for sale. At March 31, 1997, the Company had  $147,632,000  or
73.6  percent of total  securities  available  for sale and  securities  held to
maturity were carried at an amortized  cost of  $52,949,000,  representing  26.4
percent of total securities.

The Company's  securities  portfolio decreased  $18,822,000 from March 31, 1996.
The  securities  portfolio as a percentage of earning assets was 28.1 percent at
March 31, 1997,  compared to 32.7 percent one year ago. This decline is directly
related to growth in the loan  portfolio  and changes to the portfolio mix which
have been transacted or pending.

During the first  quarter of 1997,  proceeds of $15.4  million  from  securities
sales and maturing funds of $7.9 million were derived. Securities sales included
the  divestiture  of mutual  funds  totaling  $10.5  million and a $5.0  million
Federal  National  Mortgage  Association  ("FNMA")  bond with a duration  of 4.6
years. Additions to the securities portfolio totaled $16.0 million and consisted
of:


<PAGE>



1) $9.8 million in fixed rate Federal Home Loan Mortgage  Corporation  ("FHLMC")
collateralized  mortgage  obligations  with an average duration of 3.5 years, 2)
$1.0 million for a FNMA mortgage  backed  security for Ft.  Pierce,  Florida for
low-  to  moderate-income   housing,   a  Community   Reinvestment  Act  ("CRA")
investment,  and 3) a $5.1 million FHLMC mortgage backed security resulting from
the  securitization  of 30-year fixed rate  residential  mortgage loans from the
Company's loan portfolio.

Company management  considers the overall quality of the securities portfolio to
be high.  The  securities  portfolio had an unrealized net loss of $2,212,000 or
1.1  percent of  amortized  cost at March 31,  1997,  compared  to a net loss of
$896,000 or 0.4 percent of amortized  cost at March 31,  1996.  While rates have
remained  low, a shifting  U.S.  Treasury  yield  curve  caused an  increase  in
unrealized  depreciation.  No securities are held which are not traded in liquid
markets or that meet Federal Financial Institution Examination Council ("FFIEC")
definition of a high risk investment.


DEPOSITS

Total deposits increased $33,001,000 or 5.1 percent to $674,025,000 at March 31,
1997,   compared  to  one  year  earlier.   Certificates  of  deposit  increased
$25,807,000 or 9.2 percent to $304,911,000 over the past twelve months and lower
cost  interest  bearing  deposits  (NOW,  savings  and money  markets  deposits)
increased $1,522,000 or 0.6 percent to $277,872,000.  Noninterest bearing demand
deposits increased $5,672,000 or 6.6 percent to $91,242,000.

With the  possibility  that interest  rates may increase  further as a result of
Federal  Reserve  action,   heightened   interest  by  consumers  to  invest  in
certificates of deposit as an alternative investment vehicle may occur.


INTEREST RATE SENSITIVITY

Interest rate  movements and  deregulation  of interest rates have made managing
the Company's interest rate sensitivity  increasingly  important.  The Company's
Asset/Liability  Management  Committee  ("ALCO") is responsible for managing the
Company's  exposure to changes in market interest rates. The committee  attempts
to maintain  stable net  interest  margins by  generally  matching the volume of
assets and liabilities maturing, or subject to repricing, and by adjusting rates
to market conditions and changing interest rates.

Interest rate exposure is managed by monitoring the relationship between earning
assets and interest bearing  liabilities,  focusing  primarily on those that are
rate sensitive.  Rate sensitive assets and liabilities are those that reprice at
market interest rates within a relatively short period, defined here as one year
or less. The difference between rate sensitive assets and rate sensitive


<PAGE>



liabilities  represents  the Company's  interest  sensitivity  gap, which may be
either  positive  (assets exceed  liabilities) or negative  (liabilities  exceed
assets).

On March 31, 1997,  the Company had a negative gap position based on contractual
maturities  and  prepayment  assumptions  for the  next  twelve  months,  with a
negative  cumulative  interest  rate  sensitivity  gap as a percentage  of total
earning  assets of 32.7 percent.  This means that the Company's  assets  reprice
more slowly than its deposits.  In a declining  interest rate  environment,  the
cost of the  Company's  deposits and other  liabilities  may be expected to fall
faster than the interest received on its earning assets, thus increasing the net
interest spread.  If interest rates generally  increase,  the negative gap means
that the interest  received on earning  assets may be expected to increase  more
slowly than the interest paid on the Company's liabilities, therefore decreasing
the net interest spread.

It has been the Company's  experience that deposit  balances for NOW and savings
accounts  are stable and  subjected to limited  repricing  when  interest  rates
increase or decrease within a range of 200 basis points. The Company's ALCO uses
model  simulation  to manage and  measure its  interest  rate  sensitivity.  The
company has determined  that an acceptable  level of interest rate risk would be
for net interest  income to fluctuate no more than 30 percent given an immediate
change in interest rates (up or down) of 200 basis points. At December 31, 1996,
net  interest   income  would  decline  6.3  percent  if  interest  rates  would
immediately rise 200 basis points.

The Company does not presently use interest rate protection products in managing
its interest rate sensitivity.


LIQUIDITY MANAGEMENT

The  objective  of  liquidity  management  is  to  ensure  the  availability  of
sufficient  cash flows to meet all  financial  commitments  and to capitalize on
opportunities for business expansion.

Contractual  maturities  for assets and  liabilities  are reviewed to adequately
maintain  current  and  expected  future  liquidity  requirements.   Sources  of
liquidity,  both  anticipated  and  unanticipated,   are  maintained  through  a
portfolio of high quality marketable assets, such as residential mortgage loans,
securities  available for sale and federal funds sold. The Company has access to
federal funds lines of credit and is able to provide short term financing of its
activities by selling, under an agreement to repurchase,  United States Treasury
and Government  agency securities not pledged to secure public deposits or trust
funds.  At March  31,  1997,  the  Company  had  federal  funds  lines of credit
available  and  unused of  $45,500,000  and had  $116,509,000  of United  States
Treasury and Government  agency  securities and mortgage  backed  securities not
pledged and available for use under repurchase agreements.


<PAGE>





Liquidity,  as  measured  in the form of cash and  cash  equivalents  (including
federal  funds  sold),  totalled  $50,849,000  at March 31,  1997 as compared to
$41,024,000  at March 31, 1996.  Cash and cash  equivalents  vary with  seasonal
deposit movements and are generally higher in the winter than in the summer, and
vary with the level of principal repayments and investment activity occurring in
the Company's securities portfolio and loan portfolio.

As is typical of financial  institutions,  cash flows from investing  activities
(primarily in loans and  securities)  and from financial  activities  (primarily
through deposit  generation and short term borrowings)  exceeded cash flows from
operations.  In 1997,  the cash flow from  operations of $2,437,000 was $109,000
higher  than  during the same  period of 1996.  Cash flows  from  investing  and
financing   activities  reflect  the  increase  in  loan  and  deposit  balances
experienced.


IMPACT OF INFLATION AND CHANGING PRICES

The financial  statements presented herein have been prepared in accordance with
generally  accepted  accounting  principles,  which require the  measurement  of
financial position and operating results in terms of historical dollars, without
considering changes in the relative purchasing power of money, over time, due to
inflation.

Unlike most industrial companies, virtually all of the assets and liabilities of
a financial institution are monetary in nature. As a result, interest rates have
a more  significant  impact on a financial  institution's  performance  than the
general levels of inflation.  However, inflation affects financial institutions'
increased  cost of  goods  and  services  purchased,  the cost of  salaries  and
benefits,  occupancy expense, and similar items. Inflation and related increases
in interest rates  generally  decrease the market value of investments and loans
held and may adversely affect liquidity,  earnings,  and  shareholders'  equity.
Mortgage  originations and refinancings tend to slow as interest rates increase,
and likely will  reduce the  Company's  earnings  from such  activities  and the
income from the sale of residential mortgage loans in the secondary market.




Part II           OTHER INFORMATION


Item 6.           Exhibits and Reports on Form 8-K

                  A report on Form 8-K was filed on February 26, 1997 (and
                  amended on February 27, 1997) with respect to the
                  Company's acquisition of Port St. Lucie National Bank


<PAGE>



                  Holding Corp., a $130 million financial  instituion located in
                  Port St.  Lucie,  Florida.  No other  reports on Form 8-K were
                  filed for the three month period ended March 31, 1997.


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.




                     SEACOAST BANKING CORPORATION OF FLORIDA





May 14, 1997                                /s/ Dennis S. Hudson, III
- ------------                                -------------------------
                                            DENNIS S. HUDSON, III
                                            Executive Vice President &
                                            Chief Operating Officer


May 14, 1997                                /s/ William R. Hahl
- ------------                                -------------------
                                            WILLIAM R. HAHL
                                            Senior Vice President &
                                            Chief Financial Officer





ARTICLE 9 - FINANCIAL DATA SCHEDULE

At March 31, 1997, and for the three month period ended March 31, 1997:

Cash .......................................................               25649
Interest Bearing Deposits ..................................                   0
Federal Funds Sold .........................................               25200
Trading Assets .............................................                   0
Investments Held For Sale ..................................              147632
Investments Carrying Value .................................               52949
Investments Market Value ...................................               53359
Loans ......................................................              486881
Allowance ..................................................                4294
Total Assets ...............................................              765619
Deposits ...................................................              674025
Short Term Borrowings ......................................               21064
Other Liabilities ..........................................                3015


<PAGE>



Long Term Borrowings ...........................................               0
Common Stock ...................................................             429
Mandatory Preferred Stock ......................................               0
Other Preferred Stock ..........................................               0
Other Shareholders Equity ......................................           67086
Total Liabilities and Equity ...................................          765619
Interest on Loans ..............................................           10150
Interest on Investments ........................................            3033
Other Interest Income ..........................................             451
Total Interest Income ..........................................           13634
Interest on Deposits ...........................................            5245
Total Interest Expense .........................................            5523
Net Interest Income ............................................            8111
Provision for Loan Losses ......................................             150
Securities Gains (Losses) ......................................           (102)
Other Expenses .................................................            7151
Pretax Income ..................................................            3056
Net Income - Pre-Extraordinary .................................            1121
Extraordinary Items ............................................               0
Accounting Changes .............................................               0
Net Income .....................................................            1935
Earnings Per Share - Primary ...................................            0.45
Earnings Per Share - Fully Diluted .............................            0.45
Yield on Earning Assets ........................................            7.73
Loans - Nonaccrual .............................................            1547
Loans - Past Due 90 Days or More ...............................              38
Loans - Restructured Troubled Debt .............................               0
Loans - Potential Problem Loans ................................               0
Allowance for Loan Losses - Beg Balance ........................            4286
Charge-offs ....................................................             206
Recoveries .....................................................              64
Allowance for Loan Losses - Closing Balance ....................            4294
Allowance for Loan Losses - Domestic ...........................            4294
Allowance for Loan Losses - Foreign ............................               0
Allowance for Loan Losses - Unallocated ........................               0



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