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 MARCH 31, 1995
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 incorporation
or organization) Identification No.)
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 April 30, 1995
COMMON STOCK, $5.00 PAR VALUE 892,813 SHARES
NON-VOTING COMMON STOCK, $5.00 PAR VALUE 50,720 SHARES
PAGE 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEET - UNAUDITED (dollars in thousands)
March 31, March 31,
1995 December 31, 1994
(Unuadited) 1994 (Unaudited)
ASSETS
Cash and due from banks:
Noninterest-bearing $76,263 $89,814 $72,461
Interest-bearing 13,525 13,950 14,700
Total cash and due from
banks 89,788 103,764 87,161
Investment securities:
Held-to-maturity 475,689 476,142 480,184
Available-for-sale 11,090 10,539 9,958
Total securities 486,779 486,681 490,142
Federal funds sold 12,900 0 10,800
Gross loans and discounts
Real estate -
construction 9,206 7,888 20,161
Real estate - mortgage 567,491 562,687 516,214
Installment 277,841 269,693 250,929
Commercial, financial
and agricultural 96,235 96,757 93,528
Less: Reserve for
loans losses (19,515) (19,249) (18,114)
Net loans and discounts 931,258 917,776 862,718
Premises and equipment 40,783 40,941 36,424
Other real estate owned 109 270 286
Interest income accrued,
not collected 10,550 12,126 9,563
Intangible assets 14,709 15,618 13,767
Other assets 14,693 12,005 12,859
TOTAL ASSETS $1,601,569 $1,589,181 $1,523,720
LIABILITIES AND
STOCKHOLDERS'
EQUITY
Deposits:
Demand $216,692 $215,301 $201,385
Time 417,405 503,378 382,701
Savings 753,315 667,839 759,548
Total deposits 1,387,412 1,386,518 1,343,634
Federal funds purchased 0 11,500 0
Securities sold under
repurchase agreements 81,204 64,416 60,116
Term loan 12,975 13,400 14,150
Other liabilities 19,622 15,322 14,958
TOTAL LIABILITIES 1,501,213 1,491,156 1,432,858
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
March 31, 1995 and
December 31, 1994 -
50,720; March 31,
1994 - 52,720 254 254 264
Voting common stock -
$5.00 par value,
authorized 2,000,000;
issued and outstanding
March 31, 1995,
December 31, 1994
and March 31, 1994 -
892,813 4,464 4,464 4,464
Surplus 55,000 55,000 55,000
Undivided profits 32,871 30,765 23,885
Unrealized gain on
investment securities
available-for-sale,
net of taxes 4,485 4,260 3,967
TOTAL STOCKHOLDERS'
EQUITY 100,356 98,025 90,862
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY $1,601,569 $1,589,181 $1,523,720
PAGE 3
CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
(dollars in thousands, except for per share amounts)
Three Months
March 31, Increase
1995 1994 (Decrease)
Interest income and fees:
Loans $20,407 $18,101 $2,306
United States Government
obligations 5,608 4,793 815
Tax exempt securities 519 629 (110)
Other securities and
federal funds sold 431 398 33
26,965 23,921 3,044
Interest expense:
Deposits 10,921 8,346 2,575
Short-term borrowings 1,103 495 608
Long-term borrowings 273 256 17
12,297 9,097 3,200
Net interest income 14,668 14,824 (156)
Provision for loan losses 404 298 106
Net interest income after
provision for loan losses 14,264 14,526 (262)
Noninterest income:
Service charges on
deposit accounts 2,572 2,769 (197)
Fees for other customer
services 1,578 1,102 476
Other 640 611 29
4,790 4,482 308
Noninterest expense:
Salaries and employee
benefits 7,158 6,959 199
Net occupancy expense
of premises 572 561 11
Furniture and equipment
expense 391 389 2
Depreciation expense 881 1,066 (185)
Amortization of intangibles 1,255 919 336
Other 5,561 5,124 437
15,818 15,018 800
Income before income taxes 3,236 3,990 (754)
Applicable income taxes 1,087 1,289 (202)
Net Income $2,149 $2,701 ($552)
Per share amounts:
Earnings per common share $2.23 $2.81 ($0.58)
Weighted average common
shares outstanding 943,533 945,533 (2,000)
PAGE 4
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Dollars in thousands):
Non-Voting Voting
Preferred Common Common
Stock Stock Stock Surplus
Balance at December 31, 1993 $3,282 $264 $4,464 $55,000
Net income
Preferred stock dividends
Unrealized gain on investment
securities available-for-
sale, net of taxes
Balance at March 31, 1994 3,282 264 4,464 55,000
Net income
Preferred stock dividends
Reacquired non-voting
common stock (10)
Change in unrealized gain
on investment securities
available-for-sale,
net of taxes
Balance at December 31, 1994 3,282 254 4,464 55,000
Net income
Preferred stock dividends
Change in unrealized gain
on investment securities
available-for-sale,
net of taxes
Balance at March 31, 1995 $3,282 $254 $4,464 $55,000
Unrealized
Gain on Total
Undivided Investment Stockholders'
Profits Securities Equity
Balance at December 31, 1993 $21,227 $84,237
Net income 2,701 2,701
Preferred stock dividends (43) (43)
Unrealized gain on investment
securities available-for
-sale, net of taxes $3,967 3,967
Balance at March 31, 1994 23,885 3,967 90,862
Net income 7,148 7,148
Preferred stock dividends (128) (128)
Reacquired non-voting common
stock (140) (150)
Change in unrealized gain
on investment securities
available-for-sale,
net of taxes 293 293
Balance at December 31, 1994 30,765 4,260 98,025
Net income 2,149 2,149
Preferred stock dividends (43) (43)
Change in unrealized gain
on investment securities
available-for-sale,
net of taxes 225 225
Balance at March 31, 1995 $32,871 $4,485 $100,356
PAGE 5
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
(dollars in thousands)
Three Months Ended
March 31,
1995 1994
Operating Activities:
Net income $2,149 $2,701
Adjustments to reconcile net
income to net cash provided
by operating activities:
Provision for loan losses 404 298
Depreciation and amortization 2,135 1,984
Amortization/accretion of
investment securities (139) 152
Provision for deferred
income taxes (588) 188
Gains on sales of premises
and equipment (13) (23)
Decrease in interest income
accrued, not collected 1,576 1,088
Increase/(decrease) in
accrued interest payable 1,264 (136)
Originations of loans held
for resale (6,524) (13,141)
Proceeds from sales of
loans held for resale 7,366 15,544
Gains on sales of loans
held for resale (9) (89)
Increase in other assets (2,219) (1,014)
Increase in other liabilities 3,036 2,189
Other operating activities (68) (62)
Net Cash Provided By
Operating Activities 8,370 9,679
Investing Activities:
Net increase in loans (14,720) (2,388)
Proceeds from maturities of
investment securities,
held-to-maturity 90,364 122,085
Purchases of investment
securities, held-to
-maturity (89,912 (138,299)
Increase in federal funds sold (12,900) (10,800)
Proceeds from sales of premises
and equipment 20 111
Purchases of premises and
equipment (729) (730)
Net decrease in other real
estate owned 161 124
Net (increase)/decrease in
intangible assets (344) 102
Net Cash Used By Investing
Activities (28,060) (29,795)
Financing Activities:
Net increase in deposits 894 7,268
Increase/(decrease) in federal
funds purchased and
securities sold
under agreements to
repurchase 5,288 (11,090)
Term loan payments (425) (250)
Cash dividends paid (43) (43)
Net Cash Provided (Used) By
Financing Activities 5,714 (4,115)
Increase/(decrease) in cash and
due from banks (13,976) (24,231)
Cash and due from banks at
beginning of year 103,764 111,392
Cash and due from banks at end
of period $89,788 $87,161
Supplemental disclosures of cash
flow information:
Interest paid $11,032 $9,233
Income taxes paid $1,401 $160
Unrealized appreciation in
investment securities available-
for-sale:
Securities available-for-sale $6,899 $6,103
Shareholders' equity $4,484 $3,967
Deferred taxes $2,415 $2,136
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 1994. The
significant accounting policies used during the current quarter
are unchanged from those disclosed in the 1994 Annual Report.
INCOME TAXES:
Deferred tax assets and liabilities recorded pursuant to
Statement of Financial Accounting Standards No. 109 are composed
of the following at:
MARCH 31, March 31,
1995 1994
Provision for loan losses in excess
of amount deductible for taxes $ 6,674 $ 6,231
Other, net 984 719
Gross deferred tax asset 7,658 6,950
Book depreciation over tax (423) (461)
Interest income, accretion of bond
discount and expenses recognized
for books not taxed until realized (203) (225)
Deferred income and expense items
recognized in differing accounting
periods (404) (447)
Pension plan (759) (695)
Net unrealized gains on securities
available-for-sale (2,415) (2,136)
Other (166) (101)
Gross deferred tax liability (4,370) (4,065)
Net deferred tax asset $ 3,288 $ 2,885
INVESTMENT SECURITIES:
Bancorporation adopted Statement of Financial Accounting
Standards No. 115 (SFAS 115), "Accounting for Certain Investments
in Debt and Equity Securities" effective January 1, 1994.
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.
LOANS:
In May 1993, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 114, "Accounting by Creditors for Impairment of a
Loan," which is effective for fiscal years beginning after
December 15, 1994, with early adoption permitted. SFAS No. 114
specifies how allowances for credit losses related to certain
impaired loans should be determined and generally requires
impairment to be measured on the basis of discounted expected
cash flows. In October 1994, FASB issued SFAS No. 118,
"Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures" which amends the income recognition
requirements of SFAS No. 114. Bancorporation adopted SFAS No.
114 and SFAS No. 118 as of January 1, 1995. The impact of
adoption of SFAS No. 114 and SFAS No. 118 on Bancorporation's
consolidated financial statements was not material.
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 $2,149,000
for the first quarter of 1995, a 20.44% decrease from the
$2,701,000 for the first quarter a year ago. 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
March 31, 1995 increased $60,239,000 or 6.82% when compared to
the same period in 1994, with a yield of 8.78% for the first
quarter of 1995. Average taxable and non-taxable investment
securities for the first quarter of 1995 increased by $13,402,000
or 2.85% from the first quarter of 1994, with a taxable
equivalent yield of 5.32% for the first quarter of 1995.
Noninterest income increased by $308,000 or 6.87% for the quarter
ended March 31, 1995, as compared to the same period in 1994.
For the quarter ended March 31, 1995, noninterest expense
increased $800,000 or 5.33% as compared to the same period in
1994. The increase in noninterest expense was primarily due to
increased automation services as a result of 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.
Net income per common share for the quarter ended March 31, 1995
decreased 20.64% to $2.23, as compared to $2.81 for the first
quarter of 1994.
Book value per common share as of March 31, 1995 increased 16.34%
to $102.88, as compared to $88.43 for the same period in 1994.
As illustrated in the following table, Tier 1 capital was 9.20%
at March 31, 1995 as compared to 8.97% at March 31, 1994. Total
risk based capital was 11.20% at March 31, 1995 and 11.29% at
March 31, 1994. 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):
MARCH 31,
1995 1994
Stockholders' Equity:
Preferred stock $ 3,282 $ 3,282
Common stock 4,718 4,728
Surplus 55,000 55,000
Undivided profits 32,871 23,885
Unrealized gain on investment
securities available-for-sale,
net of taxes 4,485 3,967
Total stockholders' equity 100,356 90,862
Reserve for possible loan losses 19,515 18,114
Total primary capital 119,871 108,976
Long-term debt qualifying as
secondary capital 12,975 14,150
Total capital $132,846 $123,126
Tier I leverage ratio 5.31 5.07
Risk based capital ratio total 11.20 11.29
Tier I 9.20 8.97
Tier II 2.00 2.32
NET INTEREST INCOME:
Net interest income on a taxable equivalent basis was $14,948,000
for the first quarter of 1995, a decrease of 2.05% from the
$15,261,000 for the comparable period in 1994.
The following table presents the components of net interest
income for the first quarter of 1995 and 1994:
NET INTEREST INCOME (DOLLARS IN THOUSANDS):
THREE MONTHS ENDED MARCH 31,
1995 1994
Total interest income $27,245 $24,358
Total interest expense 12,297 9,097
Net interest income - taxable
equivalent 14,948 15,261
Tax equivalent adjustment 280 437
Net interest income $14,668 $14,824
PAGE 9
NET INTEREST INCOME (Continued):
Taxable Equivalent Rate/Volume Variance Analysis
(Amounts in thousands)
Three Months Ended March 31,
Average Balance Interest Rev./Exp. Yield
1995 1994 1995 1994 1995 1994
Interest-earning
assets:
Loans, net of
unearned
interest $942,948 $882,709 $20,406 $18,201 8.78% 8.36%
Taxable
investment
securities 443,658 419,469 5,648 4,829 5.09% 4.60%
Non-taxable
investment
securities 39,539 50,326 800 967 8.09% 7.69%
Federal funds
sold 10,368 18,199 146 140 5.71% 3.12%
Other earning
assets 13,582 14,711 245 221 7.32% 6.09%
Total interest
-earning
assets 1,450,095 1,385,414 27,245 24,358 7.60% 7.11%
Noninterest
-earning
assets:
Cash and due
from banks 75,367 75,947
Premises and
equipment 41,022 36,710
Other, less
reserve
for loan
losses 21,185 20,662
Total non
interest
-earning
assets 137,574 133,319
TOTAL
ASSETS $1,587,669$1,518,733
Interest
-bearing
liabilities:
Deposits $1,170,838$1,142,408 10,921 8,346 3.78% 2.96%
Federal
funds
purchased
and
securities
sold under
agreements
to
repurchase 77,653 65,850 1,103 495 5.76% 3.05%
Long-term debt 13,108 14,184 273 256 8.33% 7.22%
Total interest
-bearing
liabil-
ities 1,261,599 1,222,442 12,297 9,097 3.95% 3.02%
Noninterest-bearing
liabilities:
Demand
deposits 208,828 192,117
Other
liabilities 17,375 14,615
Total noninterest
-bearing
liabilities 226,203 206,732
Stockholders'
equity 99,867 89,559
TOTAL LIABILITIES
AND STOCKHOLDERS'
EQUITY $1,587,669$1,518,733 12,297 9,097
Net interest income $14,948 $15,261
Interest income to
interest-earning
assets 7.60% 7.11%
Interest expense
to interest
-earning assets 3.44% 2.66%
Net interest income
to interest
-earning assets 4.16% 4.45%
Net
Change Due To Increase
Rate Volume (Decrease)
Interest-earning assets:
Loans, net of unearned
interest $946 $1,259 $2,205
Taxable investment
securities 541 278 819
Non-taxable investment
securities 40 (207) (167)
Federal funds sold 67 (61) 6
Other earning assets 41 (17) 24
Total interest-earning
assets 1,635 1,252 2,887
Interest-bearing liabilities:
Deposits 2,364 211 2,575
Federal funds purchased
and securities sold
under agreements to
repurchase 518 90 608
Long-term debt 36 (19) 17
Total interest-bearing
liabilities 2,918 282 3,200
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY 2,918 282 3,200
Net interest income ($1,283) $970 ($313)
PAGE 10
RESERVE FOR POSSIBLE LOAN LOSSES:
The reserve at March 31, 1995 was $19,515,000 or 2.05% of total
loans as compared to $18,114,000 or 2.05% of total loans at March
31, 1994
For the quarter ended March 31, 1995, the provision for possible
loan losses was $404,000, an increase of 35.57% over the $298,000
for the same period in 1994.
Net charge-offs were $139,000 in the first quarter of 1995 which
represented a decrease of 43.27% when compared to the $245,000
reported for the comparable period of 1994.
PROVISION AND RESERVE FOR LOAN LOSSES (DOLLARS IN THOUSANDS):
THREE MONTHS ENDED MARCH 31,
1995 1994
RESERVE FOR POSSIBLE LOAN LOSSES:
Balance at beginning of period $19,249 $18,061
Provision charged to expense 404 298
Charge-offs (355) (439)
Recoveries 216 194
Net charge-offs (139) (245)
Balance at end of period $19,515 $18,114
RATIOS (ANNUALIZED):
Net Charge-offs to:
Average loans .04 .12
Loans at end of period .04 .12
Reserve for possible loan losses 2.84 5.40
NONINTEREST INCOME AND EXPENSE:
Total noninterest income for the quarter was $4,790,000, an
increase of 6.87% from the $4,482,000 earned for the first
quarter of 1994.
Total noninterest expense for the first quarter of 1995 was
$15,818,000, an increase of 5.33% when compared with $15,018,000
for the same period a year ago. The increase in amortization of
intangibles was due primarily to goodwill amortization expense
associated with the acquisition of Cooper River Federal. The
increase in automation services was 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.
PAGE 11
NONINTEREST INCOME AND EXPENSE (Continued):
The following table provides details of noninterest income and
expense:
Noninterest Income and Expense (dollars in thousands):
Three Months Ended
March 31, Change
1995 1994 Amount Percent
Noninterest income:
Service charges on
deposit accounts $2,572 $2,769 ($197) -7.11%
Commissions, service
charges and fees 649 296 353 119.26%
Mortgage servicing 496 417 79 18.94%
Bankcard fees and
discounts 433 389 44 11.31%
All other 640 611 29 4.75%
Total noninterest
income $4,790 $4,482 $308 6.87%
Noninterest expense:
Salaries and wages $6,038 $5,984 $54 0.90%
Pension and other
employee benefits 1,120 975 145 14.87%
Total staff expenses 7,158 6,959 199 2.86%
Occupancy expense 849 829 20 2.41%
Furniture and
equipment
expense 994 1,187 (193) -16.26%
Amortization of
intangibles 1,255 919 336 36.56%
Telephone 316 329 (13) -3.95%
Stationery and
supplies 266 396 (130) -32.83%
Professional
services 300 451 (151) -33.48%
Automated services 1,198 1,048 150 14.31%
FDIC insurance
assessment 779 741 38 5.13%
Bankcard 459 374 85 22.73%
Postage 316 259 57 22.01%
All other 1,928 1,526 402 26.34%
Total noninterest
expense $15,818 $15,018 $800 5.33%
PAGE 12
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.
Not Applicable.
Item 5. Other Information.
Not Applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11 Statement Re Computation of Per Share
Earnings - Page 17
(b) No reports on Form 8-K were filed during the quarter
ended March 31, 1995.
PAGE 13
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: May 12, 1995 Jay C. Case, Treasurer
(Chief Financial Officer)
Dated: May 12, 1995 Jay C. Case, Treasurer
(Chief Financial Officer)
Page 16