FORM 10-Q SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended JUNE 30, 1994 Commission File Number 0-11172 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. (Exact name of registrant as specified in its charter) STATE OF SOUTH CAROLINA 57-0738665 (State or other jurisdiction of (IRS Employer Identification No.) incorporation or organization) 1230 MAIN STREET COLUMBIA, SOUTH CAROLINA 29201 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (803) 733-3456 NO CHANGE (Former name or former address, 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 [ ] 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 July 31, 1994 COMMON STOCK, $5.00 PAR VALUE 892,813 SHARES NON-VOTING COMMON STOCK, $5.00 PAR VALUE 52,720 SHARES PAGE 2 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET (dollars in thousands) June 30, 1994 December 31, June 30, 1993 (Unaudited) 1993 (Unaudited) ASSETS Cash and due from banks: Noninterest-bearing $90,279 $96,442 $82,931 Interest-bearing 14,450 14,950 15,450 Total cash and due from banks 104,729 111,392 98,381 Investment securities: Held-to-maturity 502,431 467,977 472,400 Available-for-sale 10,804 Total securities 513,235 467,977 472,400 Federal funds sold 0 0 4,500 Gross loans and discounts Real estate - construction 16,923 18,952 15,119 Real estate - mortgage 536,905 509,314 478,415 Installment 255,063 253,874 238,147 Commercial, financial and agricultural 96,105 98,863 92,789 Less: Unearned interest 0 0 (3) Less: Reserve for loans losses (18,570) (18,061) (16,923) Net loans and discounts 886,426 862,942 807,544 Premises and equipment 36,023 36,853 38,591 Other real estate owned 180 410 955 Interest income accrued, not collected 9,773 10,651 11,042 Intangible assets 17,515 14,584 16,194 Other assets 14,997 14,169 6,064 TOTAL ASSETS $1,582,878 $1,518,978 $1,455,671 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Demand $213,915 $208,606 $189,981 Time 404,906 478,246 389,179 Savings 777,067 649,514 715,446 Total deposits 1,395,888 1,336,366 1,294,606 Federal funds purchased 13,600 8,000 0 Securities sold under repurchase agreements 49,606 63,206 61,191 Subordinated notes and term loan 13,900 14,400 14,900 Other liabilities 16,178 12,769 6,778 TOTAL LIABILITIES 1,489,172 1,434,741 1,377,475 Stockholders' Equity: Preferred stock 3,282 3,282 3,282 Non-voting common stock - $5.00 par value, authorized 1,000,000; issued and outstanding June 30, 1994, December 31, 1993 and June 30, 1993 - 52,720 264 264 264 Common stock - $5.00 par value, authorized 2,000,000; issued and outstanding June 30, 1994, December 31, 1993 and June 30, 1993 - 892,813 4,464 4,464 4,464 Surplus 55,000 55,000 55,000 Undivided profits 26,214 21,227 15,186 Unrealized gains 4,482 0 0 TOTAL STOCKHOLDERS' EQUITY 93,706 84,237 78,196 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,582,878 $1,518,978 $1,455,671 PAGE 3 CONSOLIDATED STATEMENT OF INCOME - UNAUDITED (dollars in thousands) Quarter Ended June 30, 1994 1993 % Change Interest income and fees: Loans $18,558 $18,561 -0.02% United States Government obligations 4,992 5,835 -14.45% Tax exempt securities 597 496 20.36% Other securities and federal funds sold 337 360 -6.39% 24,484 25,252 -3.04% Interest expense: Deposits 8,933 9,039 -1.17% Short-term borrowings 573 388 47.68% Long-term borrowings 224 274 -18.25% 9,730 9,701 0.30% Net interest income 14,754 15,551 -5.13% Provision for loan losses 860 482 78.42% Net interest income after provision for loan losses 13,894 15,069 -7.80% Noninterest income: Service charges on deposit accounts 2,572 2,579 -0.27% Fees for other customer services 1,155 1,207 -4.31% Investment securities transactions 0 44 -100.00% Other 902 890 1.35% 4,629 4,720 -1.93% Noninterest expense: Salaries and employee benefits 6,816 6,605 3.19% Net occupancy expense of premises 548 594 -7.74% Furniture and equipment expense 386 448 -13.84% Depreciation expense 1,048 967 8.38% Amortization of intangibles 970 919 5.55% Other 5,140 4,557 12.79% 14,908 14,090 5.81% Income before income taxes and cumulative effect of a change in accounting principle 3,615 5,699 -36.57% Applicable income taxes 1,243 1,979 -37.19% Income before cumulative effect of a change in accounting principle 2,372 3,720 -36.24% Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes 0 0 0.00% Net Income $2,372 $3,720 -36.24% Per share amounts: Earnings per common share: Income before cumulative effect of a change in accounting principle $2.46 $3.89 -36.76% Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes 0.00 0.00 0.00% Net income $2.46 $3.89 -36.76% Weighted average common shares outstanding 945,533 945,533 0.00% Six Months Ended June 30, 1994 1993 % Change Interest income and fees: Loans $36,659 $36,875 -0.59% United States Government obligations 9,785 11,893 -17.72% Tax exempt securities 1,226 884 38.69% Other securities and federal funds sold 735 760 -3.29% 48,405 50,412 -3.98% Interest expense: Deposits 17,279 18,525 -6.73% Short-term borrowings 1,068 767 39.24% Long-term borrowings 480 543 -11.60% 18,827 19,835 -5.08% Net interest income 29,578 30,577 -3.27% Provision for loan losses 1,158 1,456 -20.47% Net interest income after provision for loan losses 28,420 29,121 -2.41% Noninterest income: Service charges on deposit accounts 5,091 5,112 -0.41% Fees for other customer services 2,257 2,414 -6.50% Investment securities transactions 0 44 -100.00% Other 1,763 1,681 4.88% 9,111 9,251 -1.51% Noninterest expense: Salaries and employee benefits 13,763 13,201 4.26% Net occupancy expense of premises 1,109 1,226 -9.54% Furniture and equipment expense 776 884 -12.22% Depreciation expense 2,114 1,965 7.58% Amortization of intangibles 1,888 1,769 6.73% Other 10,276 8,872 15.83% 29,926 27,917 7.20% Income before income taxes and cumulative effect of a change in accounting principle 7,605 10,455 -27.26% Applicable income taxes 2,532 3,799 -33.35% Income before cumulative effect of a change in accounting principle 5,073 6,656 -23.78% Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes 0 221 -100.00% Net Income $5,073 $6,877 -26.23% Per share amounts: Earnings per common share: Income before cumulative effect of a change in accounting principle $5.27 $6.95 -24.17% Cumulative effect on prior years (to December 31, 1992) of changing to a different method of accounting for income taxes 0.00 0.23 -100.00% Net income $5.27 $7.18 -26.60% Weighted average common shares outstanding 945,533 945,533 0.00% PAGE 4 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Dollars in thousands) Non- Unreal- Total Pre- Voting Voting Un- ized Stock- ferred Common Common divided Gains holders' Stock Stock Stock Surplus Profits (Losses) Equity Balance at December 31, 1992 $3,300 $264 $4,464 $40,000 $23,388 $71,416 Net income 6,877 6,877 Preferred stock dividends (86) (86) Transfer to surplus 15,000 (15,000) 0 Reacquired preferred stock (18) 7 (11) Balance at June 30, 1993 3,282 264 4,464 55,000 15,186 78,196 Net income 6,127 6,127 Preferred stock dividends (86) (86) Balance at December 31, 1993 3,282 264 4,464 55,000 21,227 84,237 Net income 5,073 5,073 Preferred stock dividends (86) (86) Unrealized gains, net of taxes 4,482 4,482 Balance at June 30, 1994 $3,282 $264 $4,464 $55,000 $26,214 $4,482 $93,706 PAGE 5 CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (dollars in thousands) Six Months Ended June 30, 1994 1993 Cash Flows From Operating Activities: Net income $5,073 $6,877 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 1,158 1,456 Depreciation and amortization 4,002 3,734 Amortization/accretion of investment securities 131 861 Deferred income tax benefit 979 17 (Gains) losses on investment securities 0 (44) Gains on sales of premises and equipment (81) (6) Decrease (increase) in interest income accrued, not collected 878 424 Increase (decrease) in accrued interest payable 111 (1,329) Obligations of loans held for resale (22,392) (30,432) Proceeds from sales of loans held for resale 25,779 30,022 Gains on sales of loans held for resale (162) (269) Increase in other assets (4,220) (449) Increase (decrease) in other liabilities 3,408 (41) Other operating activities (224) (142) Net Cash Provided By Operating Activities 14,440 10,679 Cash Flows From Investing Activities: Net increase in loans (27,867) (17,724) Proceeds from maturities of investment securities 190,156 81,494 Purchases of investment securities (228,519) (94,962) Increase in federal funds sold 0 (4,500) Proceeds from sales of premises and equipment 356 10 Purchases of premises and equipment (1,576) (4,611) Net (increase) decrease in other real estate owned 230 (639) Increase in intangible assets (4,819) (488) Net Cash Used In Investing Activities (72,039) (41,420) Cash Flows From Financing Activities: Net increase in deposits 59,522 11,481 (Decrease) increase in federal funds purchased and securities sold under agreements to repurchase (8,000) 15,789 Maturities of subordinated notes and term loan (500) (500) Cash dividends paid (86) (86) Reacquired preferred stock 0 (11) Net Cash Provided By Financing Activities 50,936 26,673 Decrease in cash and due from banks (6,663) (4,068) Cash and due from banks at beginning of year 111,392 102,449 Cash and due from banks at June 30 $104,729 $98,381 Supplemental disclosures of cash flow information: Interest paid $18,717 $21,164 Income taxes paid $2,168 $3,550 Unrealized appreciation in securities available-for-sale: Securities available-for-sale $6,895 - Shareholders' equity $4,482 - Deferred taxes $2,413 - PAGE 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The foregoing financial statements are unaudited; however, in the opinion of Management, all adjustments (comprising all normal recurring accruals) necessary for a fair presentation of financial statements have been included. A summary of Bancorporation's significant accounting policies is set forth in Note 1 to the Consolidated Financial Statements in Bancorporation's Annual Report on Form 10-K for 1993. The significant accounting policies used during the current quarter are unchanged from those disclosed in the 1993 Annual Report. Income Taxes: Effective January 1, 1993, Bancorporation adopted Statement of Financial Accounting Standards No. 109 (SFAS 109), "Accounting for Income Taxes." The adoption of SFAS 109 changes Bancorporation's method of accounting for income taxes from the deferred method (APB 11) to an asset and liability approach. Previously Bancorporation deferred the past tax effects of timing, differences between financial reporting and taxable income. The asset and liability approach requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities. Further, SFAS 109 requires a valuation allowance be provided against deferred tax assets unless management considers it more likely than not that such assets will be realized. Based on current facts and circumstances, management believes that deferred tax assets are reasonably assured of realization and, accordingly, does not believe that a valuation allowance is necessary. The cumulative effect to Bancorporation's results of operations from the implementation of the new accounting standard was $221,000. Deferred tax assets and liabilities recorded pursuant to SFAS 109 are composed of the following at: June 30, 1994 June 30, 1993 Provision for loan losses in excess of amount deductible for taxes $6,421 $5,754 Other, net 760 601 Gross deferred tax asset 7,181 6,355 Book depreciation over tax 519 638 Interest income, accretion of bond discount and expenses recognized for books not taxed until realized 269 148 Deferred income and expense items recognized in differing accounting periods 427 335 Pension plan 739 491 Unrealized gains on available-for-sale securities 2,413 0 Other 152 385 Gross deferred tax liability 4,519 1,997 Net deferred tax asset $ 2,662 $ 4,358 Investment Securities: Bancorporation adopted Statement of Financial Accounting Standards No. 115 (SFAS 115), "Accounting for Certain Investments in Debt and Equity Securities. "Management has reviewed the investment securities portfolio and classified all securities, except equity securities, as held-to-maturity and carried at amortized cost since Bancorporation has both the positive intent and ability to hold these securities to maturity. Equity securities, as required by SFAS 115, are classified as available-for-sale and carried at estimated fair value with unrealized gains and losses included in stockholders' equity on an after-tax basis. PAGE 7 PART I - FINANCIAL INFORMATION ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS SUMMARY: First Citizens Bancorporation reported net income of $2,372,000 for the second quarter of 1994, a 36.24% decrease from the $3,720,000 for the second quarter a year ago. Net income for the six months ended June 30, 1994 was $5,073,000, a 26.23% decrease from the $6,877,000 reported for the same period in 1993. The downturn in earnings is attributable to the decline in net interest margin and interest spreads, along with increased cost of operations. Average loans net of unearned interest for the quarter ended June 30, 1994 increased $64,819,000 or 7.87% when compared to the same period in 1993, with a yield of 8.42% for the second quarter of 1994. Average taxable and non-taxable investment securities for the second quarter of 1994 increased by $27,039,000 or 5.78% from the second quarter of 1993, with a taxable equivalent yield of 4.83% for the second quarter of 1994. Average loans net of unearned interest for the six months ended June 30, 1994 increased $66,099,000 or 8.07% from the same period in 1993, with a yield of 8.39% for the six months ended June 30, 1994. Average taxable and non-taxable investment securities for the six months ended June 30, 1994 increased by $16,197,000 or 3.50% from the same period in 1993, with a taxable equivalent yield of 4.92% for the first six months of 1994. For the quarter and six months ended June 30, 1994, noninterest income declined slightly by $91,000 or 1.93% and $140,000 or 1.51%, respectively, as compared to the same periods in 1993. For the quarter and six months ended June 30, 1994, noninterest expense increased $818,000 or 5.81% and $2,009,000 or 7.20%, respectively, as compared to the same periods in 1993. The increase in noninterest expense was primarily due to increased salary, wage and employee benefit costs and overall operating operating expenses. Net income per common share for the quarter ended June 30, 1994 decreased 36.76% to $2.46, as compared to $3.89 for the second quarter of 1993. Net income per common share for the six months ended June 30, 1994 decreased 26.60% to $5.27, as compared to $7.18 for the same period in 1993. Book value per common share as of June 30, 1994 increased 20.70% to $95.63, as compared to $79.23 for the same period in 1993. As illustrated in the following table, Tier 1 capital was 8.50% at June 30, 1994 as compared to 8.03% at June 30, 1993. Total risk based capital was 10.75% at June 30, 1994 as compared to 10.56% at June 30, 1993. The risk based capital ratios were calculated using the 1992 Final Rules as defined by Federal regulators. PAGE 8 SUMMARY (CONTINUED): Components of Capital (Dollars in thousands): June 30, 1994 1993 Stockholders' Equity: Preferred stock $ 3,282 $ 3,282 Common stock 4,728 4,728 Surplus 55,000 55,000 Undivided profits 30,696 15,186 Total stockholders' equity 93,706 78,196 Reserve for possible loan losses 18,570 16,923 Total primary capital 112,276 95,119 Long-term debt qualifying as secondary capital 13,900 14,900 Total capital $126,176 $110,019 Tier I leverage ratio 4.77 4.55 Risk based capital ratio total 10.67 10.56 Tier I 8.46 8.03 Tier II 2.21 2.53 NET INTEREST INCOME: Net interest income on a taxable equivalent basis was $15,160,000 for the second quarter of 1994, a decrease of 4.50% from the $15,875,000 for the comparable period in 1993. Net interest income on a taxable equivalent basis was $30,421,000 for the six months ended June 30, 1994, a decrease of 2.48% from the $31,194,000 for the comparable period in 1993. The following table presents the components, of net interest income for the quarter and six months ended June 30, 1994 and 1993: Net Interest Income (Dollars in thousands): Quarter Ended Six Months Ended June 30, June 30, 1994 1993 1994 1993 Total interest income $24,484 $25,252 $48,405 $50,412 Total interest expense 9,730 9,701 18,827 19,835 Net interest income 14,754 15,551 29,578 30,577 Tax equivalent adjustment 406 324 843 617 Net interest income (taxable equivalent basis) $15,160 $15,875 $30,421 $31,194 PAGE 9 NET INTEREST INCOME - CONTINUED Taxable Equivalent Rate/Volume Variance Analysis (Amounts in thousands) Quarter Ended June 30 Interest Average Balance Rev./Exp. Yield 1994 1993 1994 1993 1994 1993 Interest-earning assets: Loans, net of unearned interest $888,422 $823,603 $18,640 $18,629 8.42% 9.07% Taxable investment securities 448,380 433,102 5,055 5,875 4.51% 5.43% Non-taxable investment securities 46,543 34,782 918 753 7.89% 8.66% Federal funds sold 7,080 13,991 67 105 3.80% 3.01% Other earning assets 14,546 14,987 210 214 5.79% 5.73% Total interest -earning assets 1,404,971 1,320,465 24,890 25,576 7.10% 7.76% Noninterest-earning assets: Cash and due from banks 77,068 79,115 Premises and equipment 36,202 38,920 Other, less reserve for loan losses 21,046 23,620 Total noninterest -earning assets 134,316 141,655 TOTAL ASSETS $1,539,287 $1,462,120 Interest-bearing liabilities: Deposits $1,151,342 $1,111,071 8,933 9,039 3.11% 3.26% Federal funds purchased and securities sold under agreements to repurchase 59,040 54,002 572 388 3.89% 2.88% Long-term debt 13,939 15,108 225 274 6.46% 7.25% Total interest -bearing liabilities 1,224,321 1,180,181 9,730 9,701 3.19% 3.30% Noninterest-bearing liabilities: Demand deposits 204,855 190,057 Other liabilities 20,245 15,165 Total noninterest -bearing liabilities 225,100 205,222 Stockholders' equity 89,866 76,717 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,539,287 $1,462,120 9,730 9,701 Net interest income $15,160 $15,875 Interest income to interest-earning assets 7.10% 7.76% Interest expense to interest-earning assets 3.19% 3.30% Net interest income to interest-earning assets 3.95% 4.35% Net Change Due To Increase Rate Volume (Decrease) Interest-earning assets: Loans, net of unearned interest ($1,459) $1,470 $11 Taxable investment securities (1,027) 207 (820) Non-taxable investment securities (90) 255 165 Federal funds sold 14 (52) (38) Other earning assets 2 (6) (4) Total interest- earning assets (2,560) 1,874 (686) Interest-bearing liabilities: Deposits (435) 329 (106) Federal funds purchased and securities sold under agreements to repurchase 148 36 184 Long-term debt (28) (21) (49) Total interest-bearing liabilities (315) 344 29 Net interest income ($2,245) $1,530 ($715) PAGE 10 NET INTEREST INCOME - CONTINUED: Taxable Equivalent Rate/Volume Variance Analysis (Amounts in thousands) - - - Continued Six Months Ended June 30 Interest Average Balance Rev./Exp. Yield 1994 1993 1994 1993 1994 1993 Interest-earning assets: Loans, net of unearned interest $885,581 $819,482 $36,841 $37,036 8.39% 9.11% Taxable investment securities 430,970 433,985 9,904 11,983 4.60% 5.52% Non-taxable investment securities 48,424 29,212 1,885 1,340 7.79% 9.17% Federal funds sold 12,609 16,107 207 241 3.31% 3.02% Other earning assets 14,628 15,464 411 429 5.67% 5.59% Total interest -earning assets 1,392,212 1,314,250 49,248 51,029 7.12% 7.81% Noninterest-earning assets: Cash and due from banks 76,511 77,335 Premises and equipment 36,454 37,835 Other, less reserve for loan losses 21,917 23,924 Total noninterest -earning assets 134,882 139,094 TOTAL ASSETS $1,527,094 $1,453,344 Interest-bearing liabilities: Deposits $1,146,900 $1,112,086 17,279 18,525 3.04% 3.36% Federal funds purchased and securities sold under agreements to repurchase 62,426 53,689 1,067 767 3.45% 2.88% Long-term debt 14,060 15,070 481 543 6.84% 7.21% Total interest -bearing liabilities 1,223,386 1,180,845 18,827 19,835 3.10% 3.39% Noninterest-bearing liabilities: Demand deposits 198,518 182,154 Other liabilities 17,446 15,271 Total noninterest -bearing liabilities 215,964 197,425 Stockholders' equity 87,744 75,074 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,527,094 $1,453,344 18,827 19,835 Net interest income $30,421 $31,194 Interest income to interest-earning assets 7.12% 7.81% Interest expense to interest-earning assets 2.73% 3.04% Net interest income to interest-earning assets 4.39% 4.77% Net Change Due To Increase Rate Volume (Decrease) Interest-earning assets: Loans, net of unearned interest ($3,207) $3,012 ($195) Taxable investment securities (1,996) (83) (2,079) Non-taxable investment securities (336) 881 545 Federal funds sold 19 (53) (34) Other earning assets 5 (23) (18) Total interest-earning assets (5,515) 3,734 (1,781) Interest-bearing liabilities: Deposits (1,831) 585 (1,246) Federal funds purchased and securities sold under agreements to repurchase 174 126 300 Long-term debt (26) (36) (62) Total interest-bearing liabilities (1,683) 675 (1,008) Net interest income ($3,832) $3,059 ($773) PAGE 11 RESERVE FOR POSSIBLE LOAN LOSSES: The reserve at June 30, 1994 was $18,570,000 or 2.05% of total loans as compared to $16,923,000 or 2.05% of total loans at June 30, 1993. For the quarter ended June 30, 1994, the provision for possible loan losses was $860,000, an increase of 78.42% over the $482,000 for the same period in 1993. For the six months ended June 30, 1994, the provision for possible loan losses was $1,158,000, a decrease of 20.47% over the $1,456,000 for 1993. Net charge-offs were $404,000 in the second quarter of 1994 which represented an increase of 10.38% when compared to the $366,000 reported for the comparable period of 1993. For the six months ended June 30, 1994, net charge-offs were $649,000, a 42.21% decrease from the $1,123,000 for 1993. Provision and Reserve For Loans Losses (Dollars in thousands): QUARTER ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, 1994 1993 1994 1993 RESERVE FOR POSSIBLE LOAN LOSSES: Balance at beginning of period $18,114 $16,807 $18,061 $16,589 Provision charged to expense 860 481 1,158 1,456 Charge-offs (558) (517) (997) (1,521) Recoveries 154 152 348 399 Net charge-offs (404) (365) (649) (1,122) Balance at end of period $18,570 $16,923 $18,570 $16,923 RATIOS (ANNUALIZED): Net Charge-offs to: Average loans .18 .18 .15 .27 Loans at end of period .18 .18 .14 .27 Reserve for possible loan losses 8.70 8.63 6.99 13.26 PAGE 12 NONINTEREST INCOME AND EXPENSE: Total noninterest income for the quarter was $4,629,000, a decrease of 1.93% from the $4,720,000 earned for the second quarter of 1993. For the six months ended June 30, 1994, total noninterest income was $9,111,000, a decrease of 1.51% from the $9,251,000 earned for the same period in 1993. Total noninterest expense for the second quarter of 1994 was $14,908,000, an increase of 5.81% when compared with $14,090,000 for the same period a year ago. For the six months ended June 30, 1994, total noninterest expense was $29,926,000, an increase of 7.20% when compared with $27,917,000 for the same period a year ago. The increase in automation services is due to outsourcing the majority of data processing and was offset by a decline in growth of salaries and benefits through staff reductions and furniture and equipment expense. The following table provides additional details of noninterest income and expense: Noninterest Income and Expense (dollars in thousands): Quarter Ended June 30, Change 1994 1993 Amount Percent Noninterest income: Service charges on deposit accounts $2,572 $2,579 ($7) -0.27% Commissions, service charges and fees 341 375 (34) -9.07% Mortgage servicing 414 518 (104) -20.08% Bankcard fees and discounts 400 358 42 11.73% All other 902 890 12 1.35% Total noninterest income $4,629 $4,720 ($91) -1.93% Noninterest expense: Salaries and wages $5,484 $5,335 $149 2.79% Pension and other employee benefits 1,332 1,270 62 4.88% Total staff expenses 6,816 6,605 211 3.19% Occupancy expense 816 840 (24) -2.86% Furniture and equipment expense 1,167 1,170 (3) -0.26% Amortization of intangibles 970 919 51 5.55% Telephone 346 342 4 1.17% Stationery and supplies 226 284 (58) -20.42% Professional services 213 169 44 26.04% Automated services 1,581 153 1,428 933.33% FDIC insurance assessment 742 803 (61) -7.60% Bankcard 487 419 68 16.23% Postage 69 258 (189) -73.26% All other 1,475 2,128 (653) -30.69% Total noninterest expense $14,908 $14,090 $818 5.81% Six Months Ended June 30, Change 1994 1993 Amount Percent Noninterest income: Service charges on deposit accounts $5,091 $5,112 ($21) -0.41% Commissions, service charges and fees 637 691 (54) -7.81% Mortgage servicing 831 1,041 (210) -20.17% Bankcard fees and discounts 789 726 63 8.68% All other 1,763 1,681 82 4.88% Total noninterest income $9,111 $9,251 ($140) -1.51% Noninterest expense: Salaries and wages $11,456 $10,615 $841 7.92% Pension and other employee benefits 2,307 2,586 (279) -10.79% Total staff expenses 13,763 13,201 562 4.26% Occupancy expense 1,645 1,747 (102) -5.84% Furniture and equipment expense 2,354 2,327 27 1.16% Amortization of intangibles 1,888 1,769 119 6.73% Telephone 675 656 19 2.90% Stationery and supplies 622 582 40 6.87% Professional services 667 362 305 84.25% Automated services 2,744 323 2,421 749.54% FDIC insurance assessment 1,483 1,606 (123) -7.66% Bankcard 861 810 51 6.30% Postage 242 568 (326) -57.39% All other 2,982 3,966 (984) -24.81% Total noninterest expense $29,926 $27,917 $2,009 7.20% PAGE 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings. Neither Registrant nor its subsidiary, First Citizens Bank and Trust Company, nor its subsidiaries, are a party to, nor is any of their property the subject of, any material or other pending legal proceeding, other than ordinary routine proceedings incidental to their business. Item 2. Changes in Securities. Not Applicable. Item 3. Defaults upon Senior Securities. Not Applicable. Item 4. Submission of Matters to Vote of Security Holders. Registrant's Annual Meeting of Shareholders was held on April 27, 1994. Actions taken at the meeting, and the voting results regarding each such matter, are described below. (In the voting results on each matter or nominee listed below, "Broker Non-votes" refers to votes attributable to voting shares held (for other beneficial owners) by brokers, banks and other nominees which were counted as present at the meeting for any purpose but which were not voted on that particular matter. "Votes Withheld" on each nominee listed below refers to votes attributable to voting shares held by any shareholder which were specifically withheld from the voting on those particular nominees.) 1. Proposal to fix the number of Registrant's directors to be elected for 1994 at 26. Voting Results: VOTED FOR 771,070; VOTED AGAINST 7,425; ABSTAINED 1,113; BROKER NON-VOTES 0. 2. Election of 26 directors for 1994. (See Listing on Next Page) PAGE 14 Item 4. Submission of Matters to Vote of Security Holders (Continued) Nominee's Name Votes For Votes Withheld Broker Non-votes J. B. Apple 771,453 3,856 0 Richard W. Blackmon 771,418 3,891 0 George H. Broadrick 771,418 3,891 0 T. E. Brogdon 765,547 9,762 0 William M. Faulkner, Jr. 771,418 3,891 0 Laurens W. Floyd 771,453 3,856 0 Charles S. Haltiwanger 771,418 3,891 0 William E. Hancock, III 771,453 3,856 0 T. J. Harrelson 771,418 3,891 0 Robert B. Haynes 771,453 3,856 0 Wycliffe E. Haynes 771,453 3,856 0 Albert R. Heyward, II 771,418 3,891 0 Carmen P. Holding 771,453 3,856 0 Frank B. Holding 771,453 3,856 0 Dan H. Jordan 771,418 3,891 0 Thomas W. Lane 771,418 3,891 0 Russell A. McCoy, Jr. 771,418 3,891 0 E. Hite Miller, Sr. 771,418 3,891 0 N. Welch Morrisette, Jr. 771,418 3,891 0 E. P. Palmer 771,453 3,856 0 J. William Pitts, Sr. 771,418 3,891 0 Bruce L. Plyler 771,418 3,891 0 L. H. Rowell 771,418 3,891 0 William E. Sellars 771,418 3,891 0 Henry F. Sherrill 771,418 3,891 0 J. A. Stanley 771,453 3,856 0 Item 5. Other Information. On June 3, 1994, Registrant purchased the assets and assumed the liabilities of four (4) offices of Cooper River Federal Savings Association of which two (2) are located in North Charleston, one (1) in Summerville, and one (1) in Moncks Corner, South Carolina. Total assets purchased were $7,064,000 and liabilities assumed totaled $61,666,000, of which $61,362,000 were deposits. A premium of $4,500,000 on deposits purchased will be assigned to a core deposit intangible asset and will be amortized over seven and one half (7 1/2) years. The acquisition will be accounted for by the purchase method of accounting. Proforma financial information is not attached since the business acquired is not considered a "significant subsidiary" per Rule 1-02(v). Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits 11 Statement Re Computation of Per Share Earnings - Page 21 (b) No reports on Form 8-K were filed during the quarter ended June 30, 1994. PAGE 15 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. FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. (Registrant) Dated: August 12, 1994 Jay C. Case, Treasurer (Chief Financial Officer) Dated: August 12, 1994 Jay C. Case, Treasurer (Chief Financial Officer)