1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter ended June 30, 1994 Commission File Number 2-83542 FIRST CITIZENS BANCSHARES, INC. (Exact name of registrant as specified in its charter) TENNESSEE (State or other jurisdiction of 62-1180360 incorporation or organization) (I.R.S. Employer Identification No.) P. O. Box 370 Court Street, Dyersburg, Tennessee 38024 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (901) 285-4410 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 3 months and (2) has been subject to such filing requirements for the past 90 days. Yes X No Of the registrant's only class of common stock ($1.00 par value) there were 708,693 shares outstanding as of June 30, 1994. 2 PART I -FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS 3 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET June 30, December 31, 1994 1993 (Unaudited) (Note) ASSETS Cash and due from banks $ 8,452,000 $ 8,408,000 Federal funds sold 1,400,000 5,200,000 Investment securities - (Market value is $65,702,000 at June 30, 1994, and $61,789,000 at December 31, 1993) Trading Investments-Stated at Market 100,000 0 Held to Maturity-Amortized Cost 48,065,000 60,747,000 Available for Sale-Stated at Market 18,429,000 0 Loans (Excluding unearned income of $1,093,000 at June 30, 1994, and $1,066,000 at December 31, 1993) 165,306,000 149,322,000 Less: Allowance for loan losses 1,879,000 1,676,000 Net Loans 163,427,000 147,646,000 Premises and equipment 8,098,000 7,778,000 Other assets 4,109,000 5,113,000 TOTAL ASSETS $252,080,000 $234,892,000 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $201,042,000 $193,823,000 Securities sold under agreement to repurchase 17,228,000 16,914,000 Federal funds purchased and Other Short Term Borrowing 5,225,000 0 Long-term debt - Note 3 (Includes Long Term FHLB) 4,250,000 30,000 Other liabilities 1,299,000 2,424,000 Total Liabilities 229,044,000 213,191,000 Contingent liabilities - See Note 5 Stockholders' Equity: Common stock, $1 par value - 2,000,000 authorized; 708,694 issued and outstanding at June 30, 1994; 706,656 issued and outstanding at December 31, 1993 709,000 7,067,000 Surplus 8,780,000 2,356,000 Retained earnings 13,541,000 12,338,000 Net Unrealized Gains (Losses) on Available for Sale 6,000 0 Total Common Stock and Retained Earnings 23,036,000 21,761,000 Less-Treasury 1 Share, at Cost at June 30, 1994 and 2,024 at December 31, 1993 0 (60,000) Total Stockholders' Equity 23,036,000 21,701,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $252,080,000 $234,892,000 NOTE: The balance sheet at December 31, 1993, has been taken from the audited financial statements at that date and condensed. The Par value of the Stock was reduced in the second quarter of 1994 from $10 to $1. The December 1993 balance sheet reflects a par value of $10. 4 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30 June 30 1994 1993 1994 1993 Interest Income Interest and fees on loans $3,729,000 $3,470,000 $ 7,178,000 $ 6,835,000 Interest on investment securities: Taxable 774,000 919,000 1,481,000 1,932,000 Tax-exempt 156,000 108,000 302,000 206,000 Other interest income 12,000 18,000 67,000 52,000 Lease financing income 1,000 1,000 2,000 3,000 Total Interest Income 4,672,000 4,516,000 9,030,000 9,028,000 Interest Expense Interest on deposits 1,624,000 1,624,000 3,224,000 3,276,000 Other interest expense 222,000 168,000 369,000 345,000 Total Interest Expense 1,846,000 1,792,000 3,593,000 3,621,000 Net Interest Income 2,826,000 2,724,000 5,437,000 5,407,000 Provision for Loan Losses 100,000 119,000 199,000 236,000 Net Interest Income after Provision 2,726,000 2,605,000 5,238,000 5,171,000 Other Income Securities gains (losses) 0 1,000 0 13,000 Other income 523,000 543,000 1,297,000 1,089,000 Total Other Income 523,000 544,000 1,297,000 1,102,000 Other expenses (Includes Franchise) 2,133,000 2,103,000 4,249,000 4,175,000 Net income before income taxes 1,116,000 1,046,000 2,286,000 2,098,000 Provision for income taxes 364,000 353,000 707,000 651,000 Net income $ 752,000 $ 693,000 $ 1,579,000 $ 1,447,000 Earnings per share $ 1.06 $ 0.99 $ 2.23 $ 2.07 Weighted average number of shares outstanding 706,905 699,155 706,905 699,155 The accompanying notes are an integral part of these financial statements. 5 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW (UNAUDITED) Six Months Ended June 30, 1994 1993 1992 Net Cash Provided by Operating Activities $ 2,187,000 $ 2,398,000 $ 1,216,000 Investing Activities Proceeds of Maturities of Securities 10,054,000 16,049,000 9,129,000 Proceeds from Sales of Investment Securities 0 0 3,101,000 Purchase of Investment Securities (15,739,000) (9,033,000) (20,517,000) Increase in Loans-Net (15,980,000) (7,386,000) (4,247,000) Purchases of Premises and Equipment (692,000) (192,000) (697,000) Net Cash Provided by Investing Activities (22,357,000) (562,000) (13,231,000) Financing Activities Net increase (decrease) in Demand and Savings Accounts (854,000) (1,530,000) 2,467,000 Increase (decrease) in Time Accounts 8,073,000 (3,031,000) (3,791,000) Increase (decrease) in Long Term Debt 4,220,000 (66,000) (66,000) Treasury Stock Transactions 60,000 0 0 Proceeds from Sale of Common Stock 66,000 72,000 0 Cash Dividends Paid (376,000) (338,000) (294,000) Cash Paid in Lieu of Fractional Shares 0 0 0 Net increase (decrease) in Short-term Borrowings 5,225,000 (2,517,000) 4,679,000 Net Cash Provided (used) by Financing Activities 16,414,000 (7,410,000) 2,995,000 Increase (decrease) in Cash and Cash Equivalents (3,756,000) (5,574,000) (9,020,000) Cash and Cash Equivalents at Beginning of Year 13,608,000 17,291,000 22,400,000 Cash and Cash Equivalents at End of Year $ 9,852,000 $ 11,717,000 $13,380,000 The accompanying notes are an integral part of these financial statements. 6 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) June 30, 1994 Note 1 - Consolidated Financial Statements The consolidated balance sheet as of June 30, 1994, the consolidated statements of income for the six month periods ended June 30, 1994, 1993 and 1992, and the consolidated statements of cash flows for the six month periods then ended have been prepared by the company without an audit. 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 Article 10 of Regulation S - X. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the financial position, results of operations and cash flows at June 30, 1994 and for all periods presented have been made. Operating results for the reporting periods presented are not necessarily indicative of the results that may be expected for the year ended December 31, 1994. 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, 1993. Note 2 - Organization First Citizens Bancshares, Inc., is a bank holding company chartered on December 14, 1982, under the laws of the State of Tennessee. On September 23, 1983, all of the outstanding shares of common stock of First Citizens National Bank were exchanged for an equal number of shares in First Citizens Bancshares, Inc. Note 3 - Long-Term Debt During the year ended December 31, 1989, First Citizens National Bank placed in service furniture, fixtures, and equipment with a total cost of $520,964 which were acquired through capital leases. These leases became effective at various dates ranging from January, 1989 through October, 1989, and each lease extends for a term of sixty months. The total liability on these leases as originated was $655,232 with $3,000 remaining to be paid as of June 30, 1994. Future minimum lease payments according to these leases are as follows: Years Ending December 31, 1994 $ 3,000 Less: amount representing interest 3,000 Present value of net minimum lease payments $ 0 Note 4 - Statement of Cash Flows June 30, 1994 1993 1992 Actual payments made during the periods: Income taxes $ 520,000 $ 708,866 $ 387,000 Interest 3,430,000 3,713,000 4,828,000 7 Note 5 - Contingent Liabilities There are no material pending litigations as of June 30, 1994. Note 6 - Investment Securities The differences between book values of investment securities and market values at June 30, 1994 and June 30, 1993, total ($892,000) and $1,042,000, respectively. FASB 115 requires a bank to classify securities as either held to maturity, available for sale, or trading. First Citizens has $100,000 in the trading account. Available for Sale securities values are marked to market each quarter with corresponding adjustments made to the appropriate capital account (net of taxs). As of June 30, 1994, year- to-date adjustments to capital totaled ($6,000) (net of taxes). Held to maturity securities are stated at amortized cost. It is reasonable to asume that adjustments will continue to be made each quarter in direct correlation with changes in interest rates. Note 7 - Regulatory Capital Requirements Regulatory agencies impose certain minimum capital requirements on both First Citizens Bancshares, Inc. and First Citizens National Bank. On December 16, 1988, The Federal Reserve Board approved the risk based capital guidelines for bank holding companies. Presently, the holding company and First Citizens National Bank exceed the required minimum standards set by the regulators. Note 8 - Deferred Income Taxes First Citizens adopted FASB 109 as of January 1, 1993. The June, 1993 figures reflected a $56,000 credit to income tax expense and the adjustment for June, 1994 reflected a credit to income tax expense of $24,000. The timing differences mainly consist of Reserve for Loan Loss Deductions. Note 9 - Stock Split A 2.5 for 1 stock split was authorized by the Board for shareholders of record as of October 15, 1993, payable November 15, 1993. The outstanding shares and earnings per share for 1993 were adjusted to reflect the 2.5 for 1 stock split. Note 10 - Other Borrowings and Debt Short term borrowings consists of Federal Home Loan Bank funds in the amount of $4,225,000. Long term borrowings consist of Federal Home Loan Bank funds in the amount of $4,247,000. Long term funds are maturity matched with specific assets. Note 10 - Other Income The Jackson Tennessee property was sold for a gain of $297,000 with the net of tax effect being $178,000 or $.25 per share. Note 11 - Par Value The Par Value of Bancshare's stock was reduced from $10 to $1 during the second quarter. This action resulted in a re-classification of funds, with no material effect to either the balance sheet or income statement. 8 ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The purpose of the following discussion is to address significant changes in income and expense accounts when compared to the quarter ending June 30, 1993. Reference should be made to the financial statements included as ITEM 1 for a more thorough understanding of the analysis. The discussion relates mainly to activities of First Citizens National Bank (First Citizens) in its banking business. However, the consolidated statements of income reflect activities of both First Citizens and First Citizens Bancshares Inc. (Bancshares). Limited activities to date by the Holding Company do not materially affect the income report. Earnings remained strong for the second quarter of 1994. Net income increased $59,000.00 (8.5%) when compared to the second quarter of 1993. Net income year-to-date reflects an increase of $132,000 or 9.1%. Second quarter performance was enhanced by increased loan volume and rising interest rates. First quarter net interest income decreased approximately $72,000. This was more than offset by a second quarter gain of $102,000, resulting in a year-to-date increase of $30,000. Net income through June, 1994 includes an after tax gain of $178,000 realized on the sale of a parcel of Other Real Estate during the first quarter. Other income during 1994 continues to be impacted by a reduction in the demand for long term mortgage loans and a slow down in refinancing of existing mortgages. Earnings per share at quarter end were $2.23 compared to $2.07 at 6/30/93. FASB 115 (accounting on investment securities) had a positive impact (net of taxes) of $6,000 to the capital account. Total Assets increased approximately $17 million when comparing 6/30/94 to 6/30/93. The loan portfolio increased $16 million during the first six months of 1994 with the major portion of growth centered in the agricultural segment. Deposit growth, a reduction in Federal Funds Sold and an increase in borrowings from the Federal Home Loan Bank combined to fund loan growth as well as an increase of $5,847,000 in the investment portfolio. An agressive loan demand during the second quarter resulted in a decision by management to solicit deposits from sources outside our trade area. This effort increased time deposit totals by $2,600,000. Rates and terms on these deposits were the same as those offered to local customers. The pressure on deposit totals is expected to ease as interest rates continue to move upward causing funds to flow into Bank CD's from stocks and mutual funds. Through the asset/liability management process, earning assets and costing liabilities are constantly monitored for unfavorable trends. A conscious effort has been made to control growth in order to remain within desired capital ratios and to maximize the Bank's return on assets and equity. An increase of $1,335,000 in equity capital resulted in a risk based capital ratio of 13.81% compared to 13.70% at year end. The bank is well positioned, maintaining over 50% market share, to be competitive with products and services offered by even the largest institution in the servicing area. New products introduced to our customers in 1994 are an Overdraft Line of Credit and a Free Checking Account. Both products were designed to attract customers in the 30-45 age group that have expressed a need for these product types. In November, 1993 an Automated Teller Machine was located in the Wal-Mart store at Highway 78 North, Dyersburg, Tennessee. Construction of the Industrial Park Branch located at 2211 St. John Avenue is well underway. The projected completion date is October 15. The full service branch will feature hours and services convenient to the needs of employees of local industry. In June, 1994 the bank entered into an agreement with the accounting firm of Reynolds, Bone & Griesbeck to conduct a cost/benefit analysis for the installation of a check/statement imaging product. Also, a servicing agreement has been negotiated with Deluxe Data Systems to provide servicing for the Visa Check Card Product that will be introduced before year end. 9 The following table compares year-to-date non-interest income, and expense of First Citizens as of June 30, 1994, 1993, and 1992: Non-Interest Income (in thousands) June 30 June 30 June 30 1994 % of Change 1993 % of Change 1992 Service Charges on Deposit Accts. $228 5.56% $216 4.85% $206 Other Income $791 21.69% $650 31.85% $493 Trust Income $278 17.80% $236 19.80% $197 TOTAL NON-INTEREST INCOME $1,297 17.70% $1,102 22.99% $896 Non Interest Income is up $195,000 or 17.70% when comparing to the previous year. The increase can be attributed to a one time after tax credit of $178,000 resulting from the sale of Other Real Estate during the first quarter of 1994. Without this credit, other income would have decreased $102,000 or 9.25%. Trust Income however, indicates a significant improvement when comparing 1994 to 1993 and 1992. Under new management since April, 1993, a strategic plan has been developed and implemented that provides for Business Development, sustained growth and profit. Non-Interest Expense 1994 % of Change 1993 % of Change 1992 Salaries & Employee Benefits $2,326 3.93% $2,238 .54% $2,226 Net Occupancy Expense $ 319 9.62% $ 291 (61.15%) $ 749 Other Operating Expense $1,604 (2.55%) $1,646 13.75% $1,447 TOTAL NON-INTEREST EXPENSE $4,249 1.77% $4,175 (5.59%) $4,422 Non-Interest Expense increased only $74,000 or 1.77% when comparing 1994 to 1993. A 61% decrease in net occupancy expense occurred from 1992 to 1993 due to a change in Data Processing Software and Hardware in September 1992. The change resulted in a reduction of $226,000, excluding depreciation cost of $59,000. Salaries and benefits increased only 3.93% reflecting a continuous effort to increase salaries and benefits at a manageable level while reducing FTE to be more in line with peer banks. Full-time equivalent employees as of June 30, 1994 was 145 compared to 149 at June 30, 1993. Deposits The average daily amount of deposits and average rates paid on such deposits is summarized for the quarter ending June 30 for the years indicated: COMPOSITION OF DEPOSITS (in thousands) 1994 1993 1992 Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate Non-Interest Bearing Demand Deposits $ 24,361 - $ 21,111 - $ 18,398 - Savings Deposits $ 65,059 2.64% $ 65,136 2.57% $ 59,433 3.05% Time Deposits $106,319 4.50% $103,820 4.65% $113,729 5.51% TOTAL DEPOSITS $195,739 3.32% $190,067 3.42% $191,560 4.22% 10 Total Deposits grew approximately $5 Million during the first half of 1994, when compared to the same time period in 1993. The increase is due to rising interest rates and an aggressive program implemented to seek deposit funds. During June, 1994 management made a decision to purchase Brokered Deposits at the same rate of interest paid to other depositors for similar investments, to aggressively bid on public funds and to seek deposits from the banks' Trust Division. An analysis of prior years presented in the table is reflective of customer response to the low interest rates paid on deposits in '92 and '93. Deposit rate have slightly increased and are projected to remain higher in '94 than previous years thereby enhancing the appeal of the banks investment options. Non-Interest bearing demand deposits have increased approximately $3,500,000 for each year under review. One factor that is not evident when reviewing deposit categories is funds invested in "Sweep Account Funds" totaling $10,626,000. Large balance customers are offered a service which provides for funds to automatically sweep daily from a demand deposit account into an overnight repurchase agreement. This affords commercial and large balance customers (Amounts of $25,000 or more per depositor) the opportunity to earn interest on excess collected funds while providing availability of adequate funds to clear large denomination checks when presented for payment. Also not included in total deposits are Fixed Repurchase Agreements totaling $6,602,000. The following tables set forth the maturity distribution of Certificates of Deposits and other time deposits of $100,000 or more outstanding on the books of First Citizens on June 30, 1994. The overall total reflects an increase of $4,825,000 when comparing to June, 1993 total. Maturity Distribution Of Time Certificates Of Deposit In Amounts of $100,000.00 Or More As Of June 30, 1994 (in thousands) Maturity Total Amount 3 3 months or less $ 6,073 3 through 6 months $ 5,043 6 through 12 months $ 3,298 over 12 months $ 6,218 Total $20,632 A summary of average interest earning assets and interest bearing liabilities is set forth in the following table together with average yields on the earning assets and average costs on the interest bearing liabilities. Average rate on Total Interest Earning Assets at 6/30/94 was 8.09% compared to 8.16% and 8.78% at 6/30/93 and 6/30/92 respectively. During 1993 and the first six months of 1994 rates charged on loans were reduced from previous rates charged in 1992 due to customer demand and the competitive loan environment in the bank's market place. The average rate on Total Interest Bearing Liabilities was 3.78% at 6/30/94 slightly above the average rate of 3.75% at 6/30/93 and .83% below the average rate of 4.61% at 6/30/92. Net Yield on Average Earning Assets ranged from 4.58% at 6/30/92 to 4.75% at 6/30/94. Sustained improvement in the annualized net yield on average earning assets is attributable to success in growing interest earning assets at a rate more favorable proportionately than growth of interest bearing liabilities. Maintaining levels achieved in 1993 and 1994 could prove difficult in the current rising rate environment. Sound asset/liability management guidelines should limit the impact to earnings which could result from rising interest rates. 11 First Citizens National Bank Quarter Ending June 30 Monthly Average Balances and Interest Rates (in thousands) 1994 1993 1992 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS INTEREST EARNING ASSETS: Loans (1)(2)(3) $156,607 $3,561 9.10% $140,335 $3,290 9.38% $134,889 $3,387 10.05% Investment Securities: Taxable $ 50,265 $ 757 6.02% $ 61,481 $ 932 6.06% $ 59,603 $1,032 6.93% Tax Exempt (4) $ 13,725 $ 155 4.52% $ 8,306 $ 95 4.58% $ 5,866 $ 74 5.05% Interest Earning Deposits $ 102 $ 1 3.92% $ 185 $ 1 2.16% $ 135 $ 1 2.97% Trading Account $ 100 $ 0 - - - - - - - Federal Funds Sold $ 921 $ 10 4.34% $ 2,140 16 2.99% $ 7,436 $ 70 3.77% Lease Financing $ 51 $ 1 7.84% $ 75 $ 2 10.67% $ 125 $ 3 9.60% Total Interest Earning Assets $221,771 $4,485 8.09% $212,522 $4,336 8.16% $208,054 $4,567 8.78% NON-INTEREST EARNING ASSETS: Cash and Due From Banks $ 8,853 $ - - $ 7,898 $ - - $ 7,582 $ - - Bank Premises and Equipment $ 7,911 $ - - $ 7,921 $ - - $ 7,554 $ - - Other Assets $ 3,246 $ - - $ 3,815 $ - - $ 3,312 $ - - Total Assets $241,781 $ - - $232,156 $ - - $226,502 $ - - 12 Quarter Ending June 30 Monthly Average Balances and Interest Rates (Continued) (in thousands) 1994 1993 1992 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate LIABILITIES AND SHAREHOLDERS' EQUITY: INTEREST BEARING LIABILITIES: Savings Deposits $ 65,059 $ 430 2.64% $ 65,136 $ 418 2.57% $ 59,433 $ 453 3.05% Time Deposits $106,319 $1,196 4.50% $103,820 $1,206 4.65% $113,729 $1,566 5.51% Federal Funds Purchased and Other Interest Bearing Liabilities $ 24,237 $ 224 3.70% $ 22,129 $ 168 3.04% $ 16,731 $ 167 4.00% Total Interest Bearing Liabilities $195,615 $1,850 3.78% $191,085 $1,792 3.75% $189,893 $2,186 4.61% NON-INTEREST BEARING LIABILITIES: Demand Deposits $ 24,361 $ - - $ 21,027 $ - - $ 18,398 $ - - Other Liabilities $ 1,503 $ - - $ 1,837 $ - - $ 1,948 $ - - Total Liabilities $221,479 $ - - $213,949 $ - - $210,239 $ - - SHAREHOLDERS' EQUITY $ 20,302 $ - - $ 18,207 $ - - $ 16,263 $ - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $241,781 $ - - $232,156 $ - - $226,502 $ - - NET INTEREST INCOME $ - $2,635 - $ - $ 2,544 - $ - $ 2,381 - NET YIELD ON AVERAGE EARNING ASSETS (ANNUALIZED) $ - $ - 4.75% $ - $ - 4.79% $ - $ - 4.58% <FN> (1) Loan totals are shown net of interest collected, not earned and Loan Loss Reserve. (2) Non-accrual loans are included in average total loans. (3) Loan Fees are included in interest income and the computations of the yield on loans. (4) Interest and rates on securities which are non-taxable for Federal Income Tax purposes are not presented on a taxable equivalent basis. 13 COMPOSITION OF LOANS Loan portfolio totals increased in excess of $22 million from June 30, 1993 to June 30, 1994. All categories listed within the comparison table reflect substantial growth when comparing 1994 to 1993 with major growth centered in Mortgage, Commercial and Agricultural Loans. Loans for Agricultural production purposes are fully funded by June 30 of each year resulting in seasonal growth in this category. Loan growth for the first half of 1994 is well above budget projections. However, rising interest rates are projected to result in a slow down in new loan volume. The local economy continues to perform better than other areas in Tennessee as a result of diversification. Non performing loans were significantly improved when comparing June 30, 1994 to prior year as indicated in the chart of Non Performing Loans. 90 days or more past due loans increased $378,000, but remain well within acceptable ratios when comparing to the total loan portfolio of $165 million. Past due loan totals are in line with peer group banks. The aggregate amount of unused guarantees, commitments to extend credit and standby letters of credit was $50,534,000 as of 6/30/94. The average yield on loans of First Citizens National Bank for the second quarter of the years indicated is as follows: 1994 - 9.10% 1993 - 9.38% 1992 - 10.05% 1991 - 11.70% 1990 - 12.29% The following table sets forth loan totals net of unearned income by category for the past five years: June 30 (in thousands) 1994 1993 1992 1991 1990 Real Estate Loans: Construction $ 8,681 $ 6,881 $ 4,712 $ 4,629 $ 5,027 Mortgage $ 91,510 $ 83,383 $ 79,695 $ 78,606 $ 73,084 Commercial, Financial and Agricultural Loans $ 44,164 $ 35,433 $ 34,428 $ 35,306 $ 31,191 Installment Loans to Individuals $ 16,953 $ 15,233 $ 15,579 $ 17,129 $ 17,083 Other Loans $ 3,998 $ 2,098 $ 2,459 $ 2,572 $ 3,365 TOTAL LOANS $165,306 $143,028 $136,873 $138,242 $129,750 14 Loan Maturities and Sensitivity to Changes in Interest Rates Managing interest risk is a primary objective of asset liability management. One tool utilized by First Citizens National Bank to ensure market rate return is variable rate loans. Loans totaling $71,555,000 (43.37% of total portfolio) are subject to repricing within one year or carry a variable interest rate. This total is up slightly from June 30, 1993. Loan maturities in the one to five year category increased approximately $20,000,000 since 6/30/93 due to customer demand to lock in a fixed rate for a longer period. While growth in the portfolio is an objective, our first priority is ensuring credit quality. Management considers the portfolio composition to be diversified with no concentrations in any one industry. Due after Due in one one year but Due after year or less within five years five years (in thousands) Real Estate $17,928 $60,905 $21,358 Commercial, Financial and Agricultural $14,722 $23,556 $ 5,886 All Other Loans $ 2,974 $15,778 $ 2,199 TOTAL $35,624 $100,239 $29,443 Loans with Maturities After One Year for which: (in thousands) Interest Rates are Fixed or Predetermined $94,751 Interest Rates are Floating or Adjustable $34,931 NON-PERFORMING ASSETS Interest income on loans is recorded on an accrual basis. The accrual of interest is discontinued on all loans, except consumer loans, which become 90 days past due, unless the loan is well secured and in the process of collection. Consumer loans which become past due 90 to 120 days are charged to the allowance for loan losses. The gross interest income that would have been recorded for the three months ending 6/30/94 if all loans reported as non-accrual had been current in accordance with their original terms and had been outstanding throughout the period is $20,000. Interest income on loans reported as ninety days past due and on interest accrual status was $12,000 for year-to-date 1994. Loans on which terms have been modified to provide for a reduction of either principal or interest as a result of deterioration in the financial position of the borrower are considered to be Restructured Loans. Restructured loan totals at June 30, 1994 was zero. Loans classified by regulatory examiners and not reported under non-accrual, past due or restructured pose no significant credit problems. Loan Officers are required to develop a "Plan of Action" for each problem loan within their portfolio. Adherence to each established plan is monitored by Loan Administration and reevaluated at regular intervals for effectiveness. Non-Performing loans significantly increased in 1991 due to one credit in the amount of $1,000,000 placed on non-accrual status during the third quarter, 1990. The portfolio contained no loans renegotiated to provide a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower as of June 30, 1994 for the years under comparison. 15 The following table sets forth the balance of non-performing loans as of June 30, for the years indicated: Non-Performing Loans June 30 (in thousands) 90 Days Past Due Year Non-Accrual Accruing Interest Total 1994 $ 889 $ 520 $1,409 1993 $1,466 $ 142 $1,608 1992 $2,239 $ 801 $3,040 1991 $2,167 $ 572 $2,739 1990 $ 391 $ 764 $1,155 LOAN LOSS EXPERIENCE AND RESERVES FOR LOAN LOSSES During the quarter just ended activity to the Reserve Account consisted of (1) Loans charged off totaling $50,000, (2) Recovery of loans previously charged off totaling $34,000, and (3) Additions to reserve totaling $100,000. Charged off loan totals reflect a decrease when comparing to previous years. This is evidence of fewer problem loans within the portfolio. Efforts continue to ensure sound underwriting principals and thereby reduce the potential for future loans losses. Charge off projections for 1994 are $200,000 or .12% of the total portfolio. The reserve balance at quarter end 1994 decreased from quarter end 1993 reflecting improved loan quality while comparisons of 1993 to 1992 reflect a slight increase. The increase was caused by rapid loan growth and managements decision to adequately allocate reserves for any potential losses associated with growth. A significant increase in the reserve balance in 1990 and 1991 reflected increased problem assets during that period. The book value of repossessed real property held by Bancshares was $783,000 and $1,986,889 at 6/30/94 and 6/30/93. The balance was significantly reduced as a result of the sale of property in December, 1993 valued at $1,055,000. The only other property held on the books of Bancshares is a strip shopping center valued at $685,000. The remaining balance represents other real estate which is held by First Citizens National Bank. Efforts to market the property held by the Holding Company are on-going. Accounting for adjustments to the value of Other Real Estate when recorded subsequent to foreclosure is accomplished on the basis of an independent appraisal. The asset is recorded at the lesser of its appraised value or the loan balance. Any reduction in value is charged to the allowance for possible loan losses. All other real estate parcels are appraised annually and the carrying value is adjusted to reflect the decline, if any, in its realizable value. Such adjustments are charged directly to expense. An analysis of the allocation of the allowance for Loan Losses is made on a fiscal quarter at the end of the month, (February, May, August, and November) and presented to the board at its monthly meeting. More frequent reports will be submitted as needed or requested by the Board. The primary purpose of the analysis will be to assure that the existing allowance is adequate for future losses. Annual reviews of the loan portfolio to identify risks will cover a minimum of 70% of the gross portfolio less installment loans. In addition, any single note or series of notes directly or indirectly related to one borrower which equals 25% of the Bank's legal lending limit will be included in the annual review. 16 For analysis purposes the loan portfolio will be separated into four classifications: 1. Pass - Loans that have been reviewed and graded high quality with no major deficiencies. 2. Watch - Loans which, because of unusual circumstances, need to be closely supervised to prevent a deterioration in quality. 3. Problem - Loans which require additional collection efforts to liquidate both principal and interest. 4. Specific Allocation - Loans, in total or in part, in which a future loss is possible. Examples of factors taken into consideration during the review are: Industry or geographic economic concerns, sale of business, change of or disagreement among management, unusual growth or expansion of the business, past due of either principal or interest for 90 days, placed on non-accrual or renegotiated status, declining financial condition, adverse change in personal life, frequent overdrafts, lack of cooperation by borrower, decline in marketability or market value of collateral, insufficient cash flow, and inadequate collateral values. Since future losses cannot be identified with complete accuracy, in addition to the specific allocation to individual loans, a minimum of 30% of the allowance for Loan and Lease Loss Reserve will be allocated to general risk. Management estimates charge-offs for period ending 12/31/94 to be as follows: Domestic Amount Commercial, Financial & Agricultural $ 50,000 Real Estate-Construction -0- Real Estate- Mortgage 70,000 Installment Loans to individuals & credit cards 80,000 Lease financing -0- Foreign N/A 01/01/94 through 12/31/94 Total $200,000 The following table summarizes the monthly average of net loans outstanding; changes in the reserve for loan losses arising from loans charged off and recoveries on loans previously charged off; additions to the reserve which have been charged to operating expenses; and the ratio of net loans charged off to average loans outstanding. 17 First Citizens National Bank Loan Loss Experience and Reserve for Loan Losses Quarter ending June 30 (in thousands) 1994 1993 1992 1991 1990 Average Net Loans Outstanding $156,658 $140,410 $135,014 $133,109 $125,568 Balance of Reserve for Loan Losses at Beginning of Period $ 1,795 $ 1,832 $ 1,798 $ 2,041 $ 1,434 Loan Charge-Offs $ (50) $ (69) $ (271) $ (151) $ (54) Recovery of Loans Previously Charged Off $ 34 $ 38 $ 100 $ 31 $ 30 Net Loans Charged Off $ (16) $ (31) $ (171) $ (120) $ (24) Additions to Reserve Charged to Operating Expense $ 100 $ 119 $ 130 $ 132 $ 160 Balance at End of Period $ 1,879 $ 1,920 $ 1,757 $ 2,053 $ 1,570 Ratio of Net Charge- Offs during quarter to Average Net Loans Outstanding (.01%) (.02%) (.13%) (.09%) (.02%) The following table will identify charge-offs by category for the period ending 6/30/94. Charge-Offs: Domestic Commercial, Financial and Agricultural $ 0 Real Estate - Construction 0 Real Estate - Mortgage 9 Installment Loans to Individuals 41 Lease Financing 0 Total $(50) Recoveries: Domestic: Commercial, Financial and Agricultural $ 4 Real Estate - Construction 0 Real Estate - Mortgage 2 Installment Loans to Individuals 28 Lease Financing 0 Total $ 34 Net $(16) 18 Investment Securities The book value of listed investment securities as of the dates indicated are summarized as follows: Composition of Investment Securities June 30 (in thousands) 1994 1993 1992 1991 1990 U. S. Treasury & Government Agencies $46,480 $53,792 $56,452 $49,001 $51,351 State & Political Subdivisions $14,093 $ 8,496 $ 6,143 $ 6,389 $ 7,617 All Others $ 6,021 $ 5,144 $ 4,769 $ 6,052 $ 5,042 TOTALS $66,594 $67,432 $67,364 $61,442 $64,010 The Investment Portfolio serves a primary role in the overall context of balance sheet management. It provides a stable, long-term income stream and is managed in such a way as to enhance the company's asset/liability management program. Investment Securities serve as collateral for government and other public fund deposits. Securities contained within the portfolio consist primarily of U.S. Treasury, and other U. S. Government Agency securities and tax exempt obligations of states and political subdivisions. All other investments contained therein comprise approximately 9.04% of the portfolio. Sound Asset/liability management requires management to continuously monitor the need for tax free investments as well as set guidelines for the term of investment maturities. Tax Free Investments make up 21.16% of the investment portfolio. This total has increased over 66% since 1992 as a conscious effort to reduce the bank's tax liability. In light of current rising interest rates, caution will be used when purchasing investments with maturities longer than 7 years. Investments for the first half of 1994 were curtailed by strong loan demand and the implementation of the Financial Accounting Standard No. 115 which addresses Accounting for Certain Investments in Debt and Equity Securities. FASB 115 requires that banks maintain separate investment portfolios for Held-To-Maturity, Available-For-Sale, and Trading Account investments. As of 6/30/94 approximately 29.50% of total investments were booked in the Available-For-Sale portfolio. The remaining 70.5% was placed in the Held-To-Maturity category. FASB 115 also requires banks to mark to market the Available for Sale and Trading account investments at the end of each calendar quarter. Held-To-Maturity investments are stated at amortized cost on the balance sheet. Mark to Market had a positive after tax impact on the capital account of the consolidated balance sheet at 6/30/94 of $6,000. During the quarter just ended additions made to the portfolio included $6,000,000 in U. S. Government Agencies, $2,000,000 in Municipals, and $1,000,000 in Corporations. There were no sales from the investment portfolio, however approximately $3,000,000 in U. S. Government Treasuries matured and were reinvested in the loan portfolio. There were no transfers between categories of the investment portfolio. The Trading Account as reflected on the consolidated balance sheet maintained an average balance of $100,000 for the quarter. Securities contained in the Trading Account consist of U. S. Treasuries Bills and were purchased in the second quarter by the bank's subsidiary Financial Plus, Inc. As of June 30, 1994, the securities portfolio held $12,205,000 in "Derivative" products which consisted of $6,340,000 CMO's (Collateralized Mortgagee Obligations), $4,910,000 Step-Up Bonds, and $955,000 in CMT (Constant Maturity Treasury) Bonds. "Derivatives" are non-traditional securities that derive value from the price action of other assets. Total investment in Derivative products constitutes 19% of the investment portfolio. This does not represent a high level of concentration nor an abnormal amount of market risk to the overall portfolio. The portfolio currently contains the following unrealized gains and losses in each investment category: 19 Investment Securities Held to Maturity Available for Sale June 30, 1994 (in thousands) Amortized Fair Amortized Fair Cost Value Cost Value U.S. Treasury Securities $ 7,043 $ 6,947 $ 6,068 $ 6,063 U.S. Government agency and corporation obligations (exclude mortgage-backed securities): Issued by U.S. Government agencies (2) 351 351 0 0 Issued by U.S. Government- sponsored agencies (3) 18,069 17,697 1,978 2,061 Securities issued by states and political subdivisions in the U.S.: General obligations 6,018 5,923 1,534 1,555 Revenue obligations 4,374 4,282 1,470 1,470 Industrial development and similar obligations 23 23 630 653 Mortgage-backed securities (MBS): Pass-through securities: Guaranteed by GNMA 669 662 1,255 1,204 Issued by FNMA and FHLMC 3,528 3,537 0 0 Privately-issued 0 0 0 0 CMOs and REMICs: Issued by FNMA and FHLMC 5,105 4,890 886 830 Privately-issued and collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA 600 620 0 0 All other privately-issued 0 0 0 0 Other debt securities: Other domestic debt securities 2,285 2,290 1,076 1,096 Foreign debt securities 0 0 0 0 Equity securities: Investments in mutual funds 0 0 0 0 Other equity securities with readily determinable fair values 0 0 2,047 2,040 All other equity securities (1) 0 0 0 0 Total 48,065 47,222 16,944 16,972 (1) Includes equity securities without readily determinable fair values at historical cost in item 6.c, column D. (2) Includes Small Business Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration obligations, and Export-Import Bank participation certificates. (3) Includes obligations (other than pass-through securities, CMOs, and REMICs) issued by the Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan Mortgage Corporation, the Federal National Mortgage Association, the Financing Corporation, Resolution Funding Corporation, the Student Loan Marketing Association, and the Tennessee Valley Authority. 20 Investment Securities Unrealized Gains/(Losses) June 30, 1994 Unrealized Unrealized Net Gains Losses Gains/Losses U.S. Treasury Securities 9 153 (144) Obligations of U.S. Government Agencies and Corp 94 659 (565) Obligations of States and Political Subdivisions 52 239 (187) Fed Reserve & Corp Stock 14 10 4 Totals 169 1061 (892) Maturity and Yield on Securities June 30, 1994 (in thousands) After One Year After Five Years After Within One Year Within Five Years Within Ten Years Ten Years Amount % Amount % Amount % Amount % 6/30/94 $16,058 (24%) $31,208 (47%) $13,604 (20%) $ 5,724 (9%) 6/30/93 $17,023 (25%) $41,179 (61%) $ 1,407 (2%) $ 7,823 (12%) 6/30/92 $21,115 (31%) $33,229 (49%) $11,901 (18%) $ 1,119 (2%) 6/30/91 $18,882 (30.73%) $27,054 (44.03%) $ 9,905 (16.12%) $ 5,601 (9.12%) 6/30/90 $16,057 (25%) $37,776 (59%) $ 7,018 (11%) $ 3,159 (5%) Maturity and Yield on Securities June 30, 1994 (in thousands) Maturing After One Year After Five Years After Within One Year Within Five Years Within Ten Years Ten Years Amount Yield Amount Yield Amount Yield Amount Yield U.S. Treasury and Government Agencies $11,755 6.25% $20,012 6.74% $ 9,689 6.46% $ 5,024 6.15% State and Political Subdivisions* $ 2,203 6.80% $ 7,875 7.12% $ 3,915 6.28% $ 100 7.08% All Others $ 2,100 7.26% $ 3,321 6.13% $ - - $ 600 9.14% TOTALS $16,058 6.46% $31,208 6.77% $13,604 6.41% $ 5,724 6.48% <FN> *Yields on tax free investments are stated herein on a taxable equivalent basis. *Includes Holding Company's investments. 21 Return on Equity and Assets Improved earnings is evident when comparing the periods presented in the following table. Return on assets has increased from .37% in 1991 to .65% in 1994 reflecting an ongoing effort to maintain earnings comparable to peer banks. Budget projections for Return on Assets at 12/31/94 is a minimum of one percent. The Bank's budget base incentive plan requires a 1.15% ROA at 12/31/94 if managers are to realize maximum benefits. Percentage of Dividends declared per common share to net income per common share decreased from 35.90% and 38.89% in 1991 and 1992 respectively to 22.41% in 1993 and 22.73% in 1994. While dividends per share have trended upward, improved earnings serve to reduce the comparative ratio. A 10 percent stock divided declared on October 21, 1992 was payable to shareholders of record December 15, 1992, thereby increasing outstanding shares. Earnings per share were adjusted accordingly. During the third quarter, 1993, a 2.5 for 1 stock split was declared to holders of record as of October 15, 1993 on the common capital stock of Bancshares. The number of shares outstanding increased proportionately with no effect to capital. An amendment to the Company's Charter by the shareholders in April, 1994 approved an increase in the number of shares authorized from 750,000 to 2,000,000. The table below presents for First Citizens Bancshares, Inc. certain operating ratios year-to-date as of June 30: (not annualized) 1994 1993 1992 1991 Percentage of Net Income to: Average Total Assets .65% .62% .35% .37% Average Shareholders Equity 7.06% 7.24% 4.45% 5.03% Percentage of Dividends Declared Per Common Share to Net Income Per Common Share 23.81% 23.36% 36.89% 34.02% **Percentage of Average Shareholders' Equity to Average Total Assets 9.92% 8.53% 7.83% 7.38% **Represents primary capital - including reserve for loan losses account 22 LIQUIDITY AND INTEREST RATE SENSITIVITY Liquidity is the ability to meet the needs of our customer base for loans and deposit withdrawals by maintaining assets which are convertible to cash equivalents with minimal exposure to interest rate risks. The liquidity ratio which is determined by a comparison of net liquid assets to net liabilities remains around 10%. The average Loan to Deposit ratio for the second quarter was 74%. The low interest rate environment placed pressure on our customers to seek investment options such as annuities, mutual funds and stocks while encouraging loan customers to refinance, make purchases and expand their business thereby having an impact on the banks liquidity and loan to deposit ratios. Deposits of $100,000 and over were more volatile and interest sensitive than the smaller deposits that make up the major portion of the bank's deposit base. Another factor which must be considered in the current interest rate situation is the inclination of customers to lock in loan rates for longer periods of time. However, the stability of our deposit base, sound asset/liability management, a strong capital base and quality assets assure us of adequate liquidity. Other sources that are available to meet liquidity needs are (1) Loans in excess of $35,624,000 and Investment Securities totaling $16,058,000 mature within one year (2) Lines of Credit with correspondent banks totaling $7.5 Million and (3) Membership with the Federal Home Loan Bank, thereby opening up and additional liquidity source totaling $11.5 Million. Interest rate sensitivity varies with different types of interest- earning assets and interest-bearing liabilities. Overnight federal funds, on which rates change daily, and loans which are tied to the prime rate are much more sensitive than long-term investment securities and fixed rate loans. The shorter term interest sensitive assets and liabilities are the key to measurement of the interest sensitivity gap. Minimizing this gap is a continual challenge in the present interest rate environment. This is the primary objective of the asset/liability management program. The following condensed gap report provides an analysis of interest rate sensitivity of earning assets and costing liabilities. First Citizens Asset-Liability Management Policy provides that the cumulative gap as a percent of assets shall not exceed 10% for categories up to 12 months and one to two year categories and 20% for categories in excess of one year. As evidenced by the following table, our current position is significantly below this level, with annual income exposure determined to be $80,000 to $90,000. 23 CONDENSED GAP REPORT -------------------- CURRENT BALANCES -------------------- 06/30/94 (in thousands) DAILY 0-1 1-2 2-3 3-6 6-12 1-2 2+ TOTAL FLOATING MONTH MONTHS MONTHS MONTHS MONTHS YEARS YEARS - ---------------------------------------------------------------------------------------------- CASH AND DUE FROM CURRENCY AND COIN 2,874 - - - - - - - 2,874 DUE FROM BANKS 1,134 - - - - - - - 1,134 CASH ITEMS 4,158 - - - - - - - 4,158 MONEY MARKET 102 102 - - - - - - - TOTAL CASH & DUE FROM 8,268 102 - - - - - - 8,166 INVESTMENTS U.S. TREASURIES 13,107 - - 3,000 - 1,000 - 2,000 7,107 U.S. AGENCIES 31,852 - 4,444 1,000 - 3,000 - 2,802 20,606 MUNICIPALS 14,092 - - 145 23 820 1,295 2,910 8,899 PREFERRED STOCK 592 - - - - - - - 592 CORP & OTHERS 4,138 - - - - 1,300 800 250 1,788 FEDERAL HOME LOAN BANK 1,256 - - - - - - - 1,256 TOTAL INVESTMENTS 65,037 - 4,444 4,145 23 6,120 2,095 7,962 40,248 LOANS COMMERCIAL FIXED 21,578 - 2,105 569 1,010 4,108 3,007 1,567 9,212 COMMERCIAL VARIABLE 20,805 20,805 - - - - - - - REAL ESTATE VARIABLE 18,859 18,859 - - - - - - - REAL ESTATE FIXED 76,693 - 2,673 1,578 1,186 1,509 5,501 5,152 59,094 HOME EQUITY LOANS 4,523 4,523 - - - - - - - SEC MORTGAGE 116 - 116 - - - - - - INSTALLMENT LOANS 16,924 - 185 168 141 822 1,430 3,558 10,620 INSTALLMENT VARIABLE 29 29 - - - - - - - FLOOR PLAN 892 892 - - - - - - - CREDIT CARDS 1,571 - - - - - - - 1,571 OVERDRAFTS 228 - 228 - - - - - - NON-ACCRUAL LOANS 889 - - - - - - - 889 FHLB LOANS 2,199 - - - - - - - 2,199 TOTAL LOANS 165,306 45,108 5,307 2,315 2,337 6,439 9,938 10,277 83,585 LOAN LOSS RESERVE 1,879 - - - - - - - 1,879 NET LOANS 163,427 45,108 5,307 2,315 2,337 6,439 9,938 10,277 81,706 FED FUNDS SOLD 1,400 1,400 - - - - - - - TOTAL FED FUNDS SOLD 1,400 1,400 - - - - - - - TOTAL EARNING ASSETS 229,864 46,508 9,751 6,460 2,360 12,559 12,033 18,239 121,954 OTHER ASSETS TRADING ACCOUNT 100 - 100 - - - - - - BUILDING, F&F AND LAND 7,930 - - - - - - - 7,930 OTHER REAL ESTATE 122 - - - - - - - 122 OTHER ASSETS 3,255 - - - - - - - 3,255 TOTAL OTHER ASSETS 11,407 - 100 - - - - - 11,307 TOTAL ASSETS 249,539 46,610 9,851 6,460 2,360 12,559 12,033 18,239 141,427 DEMAND DEPOSITS BANKS 39 - - - - - - - 39 DEMAND DEPOSITS 23,914 - - - - - - - 23,914 TOTAL DEMAND 23,953 - - - - - - - 23,953 24 CONDENSED GAP REPORT -------------------- CURRENT BALANCES -------------------- 06/30/94 (in thousands) DAILY 0-1 1-2 2-3 3-6 6-12 1-2 2+ TOTAL FLOATING MONTH MONTHS MONTHS MONTHS MONTHS YEARS YEARS - ---------------------------------------------------------------------------------------------- SAVINGS ACCOUNTS REGULAR SAVINGS 18,765 - - - - - - 18,765 - NOW ACCOUNT 25,938 - - - - - - 25,938 - IMF-MMDA 11,928 11,928 - - - - - - - HIGH YIELD ACCOUNT 2,735 2,735 - - - - - - - GENERATIONS GOLD 4,530 - - - - - - 4,530 - TOTAL SAVINGS 63,896 14,663 - - - - - 49,233 - TIME DEPOSITS FLEX-CD 75,983 - 8,802 4,124 3,966 14,322 11,961 18,501 14,307 LARGE CD-FLEX 20,632 - 1,752 3,746 575 5,043 3,298 4,007 2,211 IRA-FLOATING 239 239 - - - - - - - IRA-FIXED 16,159 - 380 604 557 1,049 2,245 3,920 7,404 CHRISTMAS CLUB 249 - - - - - - 249 - TOTAL TIME 113,262 239 10,934 8,474 5,098 20,414 17,504 26,677 23,922 TOTAL DEPOSITS 201,111 14,902 10,934 8,474 5,098 20,414 17,504 75,910 47,875 SHORT TERM BORROWINGS TT&L 1,000 1,000 - - - - - - - SECURITIES SOLD-SWEEP 10,626 10,626 - - - - - - - SECURITIES SOLD-FIXED 6,602 - 787 2,594 1,300 698 600 623 - FHLB-SHORT TERM 4,225 4,225 - - - - - - - FHLB LIBOR INVESTMENT 1,950 - - - - - - - 1,950 FHLB-LONG TERM LOANS 2,297 - - - - - - - 2,297 TOTAL SHORT TERM BORR. 26,700 15,851 787 2,594 1,300 698 600 623 4,247 OTHER LIABILITIES ACCRUED INT PAYABLE 999 - - - - - - - 999 OTHER LIABILITIES 178 - - - - - - - 178 TOTAL OTHER LIABILITIES 1,177 - - - - - - - 1,177 TOTAL LIABILITIES 228,988 30,753 11,721 11,068 6,398 21,112 18,104 76,533 53,299 CAPITAL COMMON STOCK 2,000 - - - - - - - 2,000 SURPLUS 4,000 - - - - - - - 4,000 UNREALIZED GAIN(LOSSES) 17 - - - - - - - 17 UNDIVIDED PROFITS 14,534 - - - - - - - 14,534 TOTAL CAPITAL 20,551 - - - - - - - 20 551 TOTAL LIAB. & CAPITAL 249,539 30,753 11,721 11,068 6,398 21,112 18,104 76,533 73,850 GAP (SPREAD) - 15,857 -1,870 -4,608 -4,038 -8,553 -6,071 -58,294 67,577 GAP % TOTAL ASSETS - 6.35 -0.75 -1.85 -1.62 -3.43 -2.43 -23.36 27.08 CUMULATIVE GAP - 15,857 13,987 9,379 5,341 -3,212 -9,283 -67,577 - CUMM. GAP % TOTAL ASSETS - 6.35 5.61 3.76 2.14 -1.29 -3.72 -27.08 - SENSITIVITY RATIO - 1.52 1.33 1.18 1.09 0.96 0.91 0.62 1.00 25 Capital Resources First Citizens National Bank maintains a strong capital base well in excess of the level required by regulators for bank's our size. Increasing the capital base is considered a vital part of the bank's strategic plan. Total shareholders' equity (excluding Loan Loss Reserve) as of June 30, 1994 was 23,036,000 compared to $20,650,000 at 6/30/93. Total capital (excluding Reserve for Loan Losses) as a percentage of total assets for the quarter just ended is presented as follows for the years indicated: 1994 1993 1992 1991 1990 9.14% 8.82% 7.92% 7.53% 7.26% Risk-based capital focuses primarily on broad categories of credit risk and incorporates elements of transfer, interest rate and market risks. The calculation of risk-based capital ratio is accomplished by dividing qualifying capital by weighted risk assets. Effective January 1, 1993, the minimum risk-based capital ratio is 8.00%. At least one-half or 4.00% must consist of core capital (Tier 1), and the remaining 4.00% may be in the form of core (Tier 1) or supplemental capital (Tier 2). Tier 1 capital/core capital consists of common stockholders equity, qualified perpetual stock and minority interests in consolidated subsidiaries. Tier 2 Capital/Supplementary capital consists of the allowance for loan and lease losses, perpetual preferred stock, term subordinated debt, and other debt and stock instruments. Bancshares' capital consists entirely of Tier 1 components, with the exception of the allowance for loan and lease losses. Bancshares has historically maintained capital in excess of minimum levels established by the Federal Reserve Board. The risk-based capital ratio reflects continuous improvement when reviewing the years included in the above table. Risk-based capital ratio as of 6/30/94 was 13.81 percent, significantly in excess of the 8.00 percent mandated by the Regulatory Authorities. Growth in capital will be maintained through retained earnings. There is no reason to assume that income levels will not be sufficient to maintain an adequate capital ratio. Effects of Inflation Inflation has a significant impact on the growth of total assets in the banking industry, resulting in a need to increase equity capital in order to maintain an appropriate equity to asset ratio. Operating expenses are directly affected by increases in salaries and employee benefits, supplies, legal, audit and professional fees, utilities, advertising and insurance. Now that interest rates have been deregulated, inflation is a major key to the cost of acquiring and retaining deposits. A well managed asset/liability management program can maximize net interest income; and at the same time, reduce the impact of inflation on earnings. Part II - Other Information Item 1. Legal Proceedings Information dealing with legal proceedings as disclosed in Part I, Item 1, in Footnote five (5) of the notes to financial statements is incorporated herein by reference. Item 2. Changes in Securities Dividends paid to Shareholders of First Citizens Bancshares, Inc. are funded by dividends to the Bank Holding Company from First Citizens National Bank. Federal Reserve Bank regulators would be critical of a bank holding company that pays cash dividends that are not covered by earnings or that are funded from borrowings or unusual or non-recurring gains, such as the sale of property or assets. Under rules set forth by the Comptroller of the Currency in Interpretive Ruling 7.6100, the board of directors of a national bank may declare dividends as it may judge to be expedient, subject to statutory limitations which deal with the balance of the surplus account, sufficiency of net profits, dividend payments on preferred stock, and default of any assessment due to the Federal Deposit Insurance Corporation. Item 6(b) No reports on Form 8-K were filed for the quarter ended 6/30/94. 26 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) 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 Bancshares, Inc. (Registrant) Date: August 11, 1994 /s/Stallings Lipford Stallings Lipford, Chairman & CEO Date: August 11, 1994 /s/Jeff Agee Jeff Agee, Vice President & Chief Financial Officer First Citizens National Bank (Principal Subsidiary)