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 September 30, 1996 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 738,518 (net of treasury) shares outstanding as of September 30, 1996. 2 PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS 3 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET September 30, December 31, 1996 1995 (Unaudited) (Note) ASSETS Cash and due from banks $ 11,624,000 $ 11,694,000 Federal funds sold 0 1,850,000 Investment securities - Trading Investments-Stated at Market 0 0 Held to maturity-amortized cost-fair Value of $31,041,000 at September 30, 1996 and $34,258,000 at December 31, 1995. 31,194,000 33,947,000 Available for Sale-Stated at Market 43,788,000 39,944,000 Loans - (Excluding unearned income of $1,565,000 at September 30, 1996 and $1,657,000 at December 31, 1995) 215,541,000 191,906,000 Less: Allowance for loan losses 2,511,000 2,216,000 Net Loans 213,030,000 189,690,000 Premises and equipment 8,333,000 8,831,000 Other assets 6,902,000 5,456,000 TOTAL ASSETS $314,871,000 $291,412,000 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $252,407,000 $237,160,000 Securities sold under agreement to repurchase 21,146,000 19,745,000 Federal funds purchased and other short term borrowing 5,075,000 0 Long-term debt - Note 3 (Includes long term FHLB) 4,015,000 4,652,000 Notes payable of Employee Stock Ownership Plan 0 0 Other liabilities 3,442,000 2,752,000 Total Liabilities 286,085,000 264,309,000 Contingent Liabilities Stockholders' Equity Common stock, $1 par value - 2,000,000 authorized; 738,644 issued and outstanding at September 30, 1996; 733,399 issued and outstanding at December 31, 1995 739,000 733,000 Surplus 9,947,000 9,720,000 Retained earnings 18,424,000 16,167,000 Net Unrealized Gains(Losses) on available for Sale (318,000) 485,000 Total Common Stock and Retained Earnings 28,792,000 27,105,000 Less-126 Treasury Shares, at Cost at September 30, 1996 and 40 Shares at cost at December 31, 1995 (6) (2) Total Stockholders' Equity 28,786,000 27,103,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $314,871,000 $291,412,000 NOTE: The balance sheet at December 31, 1995, has been taken from the audited financial statements at that date and condensed. The accompanying notes are an integral part of these financial statements. 4 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Nine Months Ended September 30 September 30 1996 1995 1996 1995 Interest Income Interest and fees on loans $ 5,189,000 $ 4,646,000 $14,705,000 $13,059,000 Interest on investment securities: Taxable 1,124,000 957,000 3,331,000 3,028,000 Tax-exempt 124,000 119,000 374,000 362,000 Other interest income 16,000 41,000 64,000 149,000 Lease financing income 0 0 1,000 2,000 Total Interest Income 6,453,000 5,763,000 18,475,000 16,600,000 Interest Expense Interest on deposits 2,679,000 2,635,000 7,860,000 7,466,000 Other interest expense 424,000 315,000 1,053,000 902,000 Total Interest Expense 3,103,000 2,950,000 8,913,000 8,368,000 Net Interest Income 3,350,000 2,813,000 9,562,000 8,232,000 Provision for loan losses 163,000 107,000 402,000 258,000 Net interest income after provision 3,187,000 2,706,000 9,160,000 7,974,000 Other Income Securities gains (losses) 13,000 36,000 192,000 60,000 Other income 741,000 686,000 2,298,000 2,007,000 Total Other Income 754,000 722,000 2,490,000 2,067,000 Other expenses 2,334,000 2,267,000 7,069,000 6,826,000 Net income before income taxes 1,607,000 1,161,000 4,581,000 3,215,000 Provision for income taxes 565,000 406,000 1,595,000 1,094,000 Net income 1,042,000 755,000 2,986,000 2,121,000 Earnings per share $ 1.42 $ 1.04 $ 4.06 $ 2.93 Weighted average number of shares outstanding 735,344 724,185 735,344 724,185 The accompanying notes are an integral part of these financial statements. 5 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (STATED IN THOUSANDS) Nine Months Ended September 30 1996 1995 1994 Operating Activities Net cash provided by operating activities $3,224 $ 2,043 $2,370 Investing Activities Proceeds of maturities of held to maturity securities 4,405 12,968 15,544 Purchase of held to maturity investments (1,500) (13,000) (18,251) Proceeds from maturities of available for sale securities 3,876 812 0 Proceeds from sales of available for sale securities 8,600 1,206 0 Purchase of available for sale securities (17,125) (4,603) 0 Increase in Loans-Net (23,742) (23,454) (24,155) Purchases of premises and equipment (245) (1,119) (937) Net cash provided by investing activities (25,731) (27,190) (27,799) Financing Activities Net increase (decrease) in demand and savings accounts 4,754 (3,355) (2,337) Increase (decrease) in time accounts 10,493 23,930 11,386 Increase (decrease) in long-term debt (637) 2,571 4,153 Treasury stock transactions (4) 0 60 Proceeds from sale of common stock 233 650 198 Cash dividends paid (728) (665) (565) Net increase (decrease) in short term borrowings 6,476 739 7,591 Net cash provided (used) by financing activities 20,587 23,870 20,486 Increase (decrease) in cash and cash equivalents (1,920) (1,277) (4,943) Cash and cash equivalents at beginning of year 13,544 12,684 13,608 Cash and cash equivalents, end of year 11,624 11,407 8,665 Cash payments made for interest and income taxes during the years presented are as follows: 1996 1995 1994 Interest $9,065 $7,706 $5,835 Income Taxes $1,329 $1,141 $ 705 The accompanying notes are an integral part of these financial statements. 6 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (Stated in Thousands) September 30, 1996 Note 1 - Consolidated Financial Statements The consolidated balance sheet as of September 30, 1996, the consolidated statements of income for the three month periods ended September 30, 1996, 1995, and 1994, and the consolidated statements of cash flows for the nine 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 September 30, 1996 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, 1996. 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, 1995. 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 - Short-Term Borrowings 9/30/96 9/30/95 Amount Outstanding-End of Period $26,221 $17,689 Weighted Average Rate of Outstanding 4.40% 4.60% Maximum Amount of Borrowings at Month End 32,902 18,624 Average Amounts Outstanding for Period 30,255 17,227 Weighted Average Rate of Average Amounts 4.75% 4.69% Note 4 - Long-Term Debt The long term debt is comprised of Federal Home Loan Bank Borrowings. The average life is as presented and these funds are matched with loans and securities. The FHLB Funds were closely matched with these assets to produce a positive spread relationship. The averages are as follows: Average Average Average Volume Rate Maturity FHLB Borrowings $1,907 5.59% 11 Years FHLB Borrowings 2,123 5.69% 8 Years Note 5 - Statement of Cash Flows September September September 1996 1995 1994 Actual payments made during the periods: Interest $9,065 $7,706 $5,835 Income taxes $1,329 $1,141 $ 705 7 Note 6 - Contingent Liabilities There is no material pending litigation as of the current reportable date that would result in a liability. Note 7 - Investment Securities The differences between book values of investment securities and market values at September 30, 1996 and September 30, 1995, total ($153 and ($311) respectively. FASB 115 states that a bank has to classify securities into Held to Maturity, Available for Sale, and Trading. First Citizens has $0 in the Trading Account. The Available for Sale Securities values are adjusted to market each quarter and the adjustments flow to the Capital section (Net of Tax). The Held to Maturity securities are stated at amortized cost. The available for sale securities reflects a negative $312 increase for the quarter just ended (net of tax). $187 flowed to capital. These movements fluctuate with the bond market. First Citizens has not engaged in derivative activities (as defined by paragraphs 5-7 of FASB 119) for any of the reporting periods. Note 8 - 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 risk based capital guidelines for bank holding companies. Presently, the holding company and First Citizens National Bank exceed the required minimum standards established by the regulators. Tier 1 Ratio and Tier 2 Ratio are 13.31% and 14.46% respectively. Note 9 - Deferred Income Taxes First Citizens adopted FASB 109 as of January 1, 1993. The deferred tax account reflects an asset totaling $530. The timing differences mainly consist of reserve for loan loss deductions and FASB 115. Note 10 - Reserve for Loan Losses FASB 114 and 118 was implemented during the first quarter of 1995. This new FASB requires companies to set aside reserves for impaired loans. The following data reflects impaired totals for the reportable periods: Impaired Loan Balance or Recorded Balance $1,676 Amount of Recorded Balance with a Related Allowance 1,191 Amount of Recorded Balance with a No Related Allowance 485 Interest income on impaired loans will be recognized on a cash basis consistent with OCC Regulations. Cash receipts will be applied as cost or principal recovery first. This is consistent with OCC Regulations. First Citizens will continue to ensure the overall reserve is adequate over and above the allocation for impaired loans. Note 11 - Asset Impairment The financial standards board issued statement 121 addressing the accounting for the impairment of long-lived assets that will be held and used, including certain identifiable intangibles, and the good-will related to those assets. The statement, which is effective for calendar year 1996 financial statements, also addresses accounting for long lived assets and certain identifiable assets to be disposed. 8 The statement requires that assets to be held and used be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset in question may not be recoverable. As of the reportable date, there are no FASB 121 adjustments. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS 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 September 30, 1995. 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. Intense Strategic planning efforts resulted in record earnings for Bancshares' for the first 9 months of 1996. Net income rose $865,000 or 40.8% when compared to September 30, 1995. Net interest income of $6,453,000 at 9/30/95 was up from $5,763,000 in 1995, an increase in excess of 12 percent. Net interest margins improved from 4.06% at 9/30/95 to 4.21% for the quarter ending 9/30/96. Return on average assets of 1.31% is up from 1.05% for the same quarter in 1995. Per share earnings of $1.42 compares to $1.36 in the second quarter of 1996 and $1.04 for the same quarter one year ago. The strong earnings performance was driven by excellent loan demand as well as improved operating efficiencies. Improved operating performance can also be attributed to intense strategic planning that set goals (1) To remain an independent community bank serving the needs of individuals, small businesses, corporations and agriculture customers; (2) To maximize the value of First Citizens to its shareholders by providing the highest level customer service and the widest selection of quality products and services; (3) To consistently generate earnings that are at a minimum equal to that of peer banks; (4) To attract and retain high quality personnel, while right sizing staffing levels to be more in line with peer banks; and (5) To continuously evaluate and invest in a product and service distribution system that will provide our customers with personal access as well as electronic delivery of products and services. The bank made great strides in accomplishing these goals in 1995 and the first nine months of 1996. Two new branches were opened to expand in the development of new business; Full-time equivalent employees were further reduced from 151 at 9/30/95 to 147 at 9/30/96. POD and Item imaging was introduced to the market; An automated Teller system, "TellerPro" was installed; The bank's Automated Teller Machine network was converted from Deluxe, Inc. To Internet/Most, Reston, Virginia in June, 1996. The switch to Internet/Most can provide the bank with an innovative network for electronic and remote banking services. Electronic services provided by the network are ATM and POS servicing. Remote banking products include home banking programs using personal computer and screen phone devices as well as bill payment services. The bank contracted with Sharon Younger and Associates, Jackson, Tennessee to perform a home banking market survey. A decision for home banking options will be made at the conclusion of the survey. The bank's management believes that a successful electronic/home banking program is a key factor in accomplishing future strategic planning goals set for the bank's future service delivery system. A Visa Check Card referred to as "Check Connection" was developed and is in the final stages of testing. Introduction of the "Check Connection" was delayed from September 1, 1996 to December 1, 1996 due to technical problems in the card activation process. Card Activation is to be corrected and throughly tested before introducing the product to the market in December. The 1996 strategic planning process not only resulted in retaining the goals listed within this section, but also accomplished the development of a Technology Strategic Plan. Brintech, Inc. New Smyrna Beach, FL. was contracted in May 1996, to perform a technology/ 9 productivity assessment of First Citizens National Bank. Strategic action goals were adopted that includes, but not limited to the following: (1) Install Document Imaging in the loan department of the bank; An evaluation of document imaging software is currently in process; (2) Evaluate a Marketing CIF system which will allow us to identify needs and opportunities which exist in the current and potential customer base. (3) To maintain the IBM AS/400 as the bank's technology infrastructure; (4) To evaluate existing system interfaces as well as develop new system interfaces to eliminate redundant manual labor cost; and (5) To survey the market to identify the potential for Home Banking and Corporate Cash Management. In a conscious effort to improve our return on assets and equity, the cost of funds was reduced from 4.57% at 9/30/95 to 4.36% at 9/30/96. Interest margins are projected to increase with continued reductions in cost of funds. Total assets increased approximately $23,459,000 when comparing the quarters ended 9/30/96 and 9/30/95. Loan growth exceeded 12%, while deposit growth was slightly less at 8.28 percent. Liquidity ratio at 6/30/96 was 13.42% including approved lines of credit totaling $20 million. Loan to deposit ratio is 85.38 percent, excluding Repurchase Agreements and loans funded with Federal Home Loan Bank borrowings. When including these items the ratio is 76.60 percent. Short term borrowings averaging $32,902,000 at 4.75% were used to fund financing activities for the quarter compared to $18,624,000 at 4.69% at 9/30/95. A more thorough report of liquidity is included in this report in the Liquidity and Interest Rates Sensitivity Section. Bad debt allocations increased approximately $560,000 or 52.30% when reviewing the periods under comparison. The percentage of loan loss reserve to total loans is well within policy range of one percent. The reserve was increased to support loan growth and the addition of one credit line in the amount of $991,000 to the problem list. For more information reference the Analysis of the Loan Loss Reserve section of this report. There are no known trends, events or uncertainties that are likely to have a material effect on First Citizens liquidity, capital resources or results of operation. There currently exists no recommendation by regulatory authorities which if implemented, would have such an effect. There are no matters which have not been disclosed. Interstate Banking/Branching became a reality by legislation passed September 13, 1994. The act permits full nationwide interstate branching after June 1, 1997. First Citizens Bancshares, Inc. and First Citizens National Bank are located in a highly competitive market place. There are presently four banks competing for deposit dollars and earning assets, two of whom are branches of large regional competitors. First Tennessee Bank and Union Planters National Bank are the two largest financial institutions in the state. While First Citizens has historically maintained in excess of 50% of local market share, statistics reflect a loss of approximately 2% over the past five years by both First Citizens and First Tennessee. This is reflective of increased competition brought about by the location of two branch banks into the market place, both of whom have been bought by Union Planters National Bank. Interstate banking could possibly result in the location of large out of state banks to the area. If so, First Citizens would continue to operate as it has in the past, focusing on the wants and needs of existing and potential customers. The quality of service and individual attention afforded by an independent community bank cannot be matched by large regional competitors, managed by a corporate team unfamiliar to the area. First Citizens is a forward moving bank offering products and services that are required for maintaining a satisfactory customer relationship moving into the next decade and beyond. A market analysis completed in September, 1995 indicates a remarkably strong performance by First Citizens in satisfying customer expectations in the areas of personnel, service and convenience. 10 The following table compares year to date non-interest income and expense of First Citizens as of September 30, 1996, 1995 and 1994: Non-Interest Income (in thousands) Sept. 30 Sept. 30 Sept. 30 1996 % of Change 1995 % of Change 1994 Service Charges on Deposit Accounts $1,049 10.89% $ 946 11.29% $ 850 Trust Income $ 531 14.44% $ 464 14.56% $ 405 Other Income $ 910 38.51% $ 657 (37.96%) $1,059 TOTAL NON-INTEREST INCOME $2,490 20.47% $2,067 (10.67%) $2,314 Total Non-Interest Income is up over 20.47% when comparing September 30, 1996 to September 30, 1995 after declining 10.67% when comparing the same time periods in 1995 to 1994. The increase in 1996 is attributed to a 38.51% increase in other income; a 14.44% increase in trust income; and 10.89% increase in service charge on deposits accounts. Other income increased due to a one time refund of $70,705 from bankruptcy trustees of Southeast Fort Worth Ltd. Increased fee income received from the bank's subsidiary, Financial Plus, Inc. and security gains realized from the sale of investment portfolio securities. The Southeast refund partially reimbursed the bank for settlement made to trust customers in December 1989. In April, 1995 the per item overdraft fee increased from $17.50 to $20.00. In addition, a daily overdraft charge of $3.00 for each day the account is overdrawn after a 5 day grace period was raised to $5.00 per day. Non-Interest Income decreased in 1995 when compared to 1994 for two reasons: (1) a one time after tax credit of $178,000 resulting from the sale of other real estate was realized in the first quarter of 1994; and (2) a decline in fee income received from the Bank's subsidiary, Financial Plus, Inc. Non-Interest Expense (in thousands) Sept. 30 Sept. 30 Sept. 30 1996 % of Change 1995 % of Change 1994 Salaries & Employee Benefits $3,798 4.26% $3,643 4.92% $3,472 Net Occupancy Expense $1,424 34.60% $1,058 0% $1,058 Other Operating Expense $1,847 (13.09%) $2,125 16.83% $1,819 TOTAL NON-INTEREST EXPENSE $7,069 3.56% $6,826 7.51% $6,349 Total Non-Interest Expense reflects a marginal 3.56% increase when comparing 9/30/96 to 9/30/95. A comparison of Non-Interest Expense for 9/30/95 and 9/30/94 reflects a 7.51% increase. Salaries and employees benefits posted an increase of 4.26% in 1996 reflecting salary increases rather than addition to staff. Full-time equivalent employees as of 9/30/96 was 147 compared to 151 and 149 for the same time periods in previous years. The bank is currently in the process of employing 6 part-time tellers to complete the bank's teller training program. Part-time tellers are trained in a one month training program, then utilized to meet additional staffing needs during peak time hours and to support extended banking hours. The bank also employs approximately 16.5 employees to support non-traditional bank services. These services include Trust Department 10 employees, Mortgage Lending 3.5 employees; and Brokerage service, 3 employees. Full time equivalent employees per one million in assets is 2.14 at 9/30/96 compared to 2.31 for peer 11 banks. Net Occupancy expense is up 34.60% due to increased computer services totaling $90,000 and depreciation totaling $75,000. Net Occupancy Expenses are projected to continue to increase due to purchase and installation of technology required to meet future customer service needs. Controls on Other Operating Expense continue to reduce expenses in this area. Other Operating Expense reduced 13.09% from 1995 after increasing 16.83% when comparing 1995 to 1994. Reductions in the cost of FDIC Insurance as well as professional services, bad check chargeoffs, and other real estate expenses are reflected in the reduction from 1995 to 1996. Deposits The average daily amount of deposits and average rates paid on such deposits is summarized for the quarter ending September 30 for the years indicated: COMPOSITION OF DEPOSITS (in thousands) 1996 1995 1994 Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate Non-Interest Bearing Demand Deposits $ 26,180 - $ 25,063 - $ 24,700 - Savings Deposits $ 73,121 3.24% $ 64,920 3.08% $ 63,315 2.74% Time Deposits $148,519 5.62% $140,396 6.07% $116,329 4.97% TOTAL DEPOSITS $247,820 4.32% $230,379 4.57% $204,344 3.68% Growth in total deposits continues to be a challenge for First Citizens National Bank. The Company's marketplace is described as highly competitive, with a fairly sophisticated customer base. Competition is aggressive for loans and deposits. According to a market share analysis, Bancshares holds approximately 50% (excluding overnight and fixed term repurchase agreements) of the bank deposits domiciled in Dyer County. The bank competes with First Tennessee Bank, N.A. (22% of total county deposits), and Security Bank (14%). Union Planters, another regional bank also holds market share of 13 percent. First Citizens also competes with Dyersburg City Employees Credit Union and other types of financial services providers in this area. In spite of aggressive competition, total deposits increased only $17 million after increasing $26 million when comparing 1995 to 1994. A review of the composition of deposits in 1996 reflects growth of $8 million each in savings and time deposits. Approximately $24 million in deposit growth in 1995 was centered primarily in time deposits. Other factors contributing to the substantial growth in 1995 were rising interest rates and the purchase of $8 million in deposits in the Ripley branch acquisition. An analysis of 1994 reflects customer response to low interest rates paid on deposits and their reluctance to recommit funds into bank certificates of deposits. Demand deposits have remained relatively flat when reviewing the years under comparison. However sweep account funds are not included in the average balances for non-interest bearing demand deposits. The "Sweep" total is included in the balance sheet category of securities sold under an agreement to repurchase totaling $21,146,000 and represent funds transferred nightly from demand deposit accounts into overnight repurchase agreements. The average rate paid on deposits has continued to drop when reviewing each quarter end from 1995 to 1996. The average rate was 4.32% at 9/30/96 compared to 4.57% at 9/30/95. There were no significant changes to products or services during the nine months of 1996. 12 The following table sets forth the maturity distribution of Certificates of Deposit and other time deposits of $100,000.00 or more outstanding on the books of First Citizens on September 30, 1996. The overall total increased in excess of $6 million when comparing to September, 1995. Maturity Distribution of Time Deposits In Amounts of $100,000 Or More As Of September 30, 1996 (in thousands) Maturity Total Amount 3 months or less $16,287 3 through 12 months $16,008 1 year through 5 years $ 5,753 over 5 years $ 0 Total $38,048 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. Total interest earnings assets for the three years under comparison are $310 Million, $280 Million and $251 Million respectively. Average yields on interest earning assets dropped slightly from 9.07% to 9.02%. Rates paid on total interest bearing liabilities declined approximately 29 basis points when comparing September, 1996 to September, 1995. The rate paid on total interest bearing liabilities was 4.84% at 9/30/96. Net yield on interest earning assets increased to 4.72% at 6/30/96 from 4.47% at 6/30/95 and falling slightly below 4.74% at 6/30/94. The bank set a goal at the end of the second quarter of 1995 to reduce cost of funds. Reductions in interest expense have resulted in an annualized savings of $699,000. The average rate paid on deposits in 1996 was 4.32% compared to 4.57% in 1995, reducing annualized interest expense by approximately $550,000. First Citizens has historically outperformed peer banks with the average rate earned on the loan portfolio. Asset/Liability policies are in place that effectively monitor interest rate sensitivity. Interest margins are managed to achieve acceptable profits and a return on equity within policy guidelines. 13 First Citizens National Bank Quarter Ending September 30 Monthly Average Balances and Annualized Interest Rates (in thousands) 1996 1995 1994 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS INTEREST EARNING ASSETS: Loans (123) & Leases $212,718 $5,184 9.75% $187,478 $4,646 9.91% $167,373 $ 3,859 9.22% Investment Securities: Taxable $ 65,323 $1,116 6.84% $ 57,272 $ 951 6.64% $ 49,535 $ 764 6.19% Tax Exempt (4) $ 10,759 $ 207 7.70% $ 10,383 $ 198 7.63% $ 13,844 $ 252 7.29% Interest Earning Deposits $ 146 $ 2 5.48% $ 146 $ 2 5.47% $ 133 $ 1 3.01% Federal Funds Sold & Securities Purchased Under an Agreement to Resell $ 19 $ 1 21.06% $ 2,038 $ 32 6.28% $ 25 $ 1 16% Total Interest Earning Assets $288,965 $6,510 9.02% $257,317 $5,829 9.07% $230,910 $ 4,877 8.45% NON-INTEREST EARNING ASSETS: Cash and Due From Banks $ 10,415 $ - - $ 9,048 $ - - $ 8,822 $ - - Bank Premises & Equipment $ 8,421 $ - - $ 8,840 $ - - $ 7,935 $ - - Other Assets $ 2,715 $ - - $ 5,338 $ - - $ 4,069 $ - - Total Assets $310,516 $ - - $280,543 $ - - $251,736 $ - - LIABILITIES AND SHAREHOLDERS' EQUITY: INTEREST BEARING LIABILITIES: Savings Deposits $ 73,121 $ 592 3.24% $ 64,920 $ 501 3.08% $ 63,315 $ 434 2.74% Time Deposits $148,519 $2,085 5.62% $140,396 $2,134 6.07% $116,329 $1,446 4.97% Federal Funds Purchased and Other Interest Bearing Liabilities $ 34,890 $ 426 4.89% $ 24,598 $ 315 5.12% $ 24,856 $ 263 4.23% Total Interest Bearing Liabilities $256,530 $3,103 4.84% $229,914 $2,950 5.13% $204,500 $2,143 4.19% NON-INTEREST BEARING LIABILITIES: Demand Deposits $ 26,180 $ - - $ 25,063 $ - - $ 24,700 $ - - Other Liabilities $ 1,807 $ - - $ 2,116 $ - - $ 1,696 $ - - Total Liabilities $284,517 $ - - $257,093 $ - - $230,896 $ - - SHAREHOLDERS' EQUITY $ 25,999 $ - - $ 23,450 $ - - $ 20,840 $ - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $310,516 $ - - $280,543 $ - - $251,736 $ - - NET INTEREST INCOME $ - $ 3,407 - $ - $ 2,873 - $ - $2,734 - NET YIELD ON AVERAGE EARNING ASSETS $ - $ - 4.72% $ - $ - 4.47% $ - - 4.74% (ANNUALIZED) (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 presented on a taxable equivalent basis. 14 COMPOSITION OF LOANS Loan growth for the past twelve months represents $23 Million or a 12.20 percent increase. Total loans as of 9/30/96 were $215,543,000 compared to $192,170,000 and $173,485,000 at 9/30/95 and 9/30/94. Internal Loan Review Reports presented quarterly to the Board of Directors indicate that the loan portfolio is in good condition based on the percentage of Problem loans to gross capital funds as of August 31, 1996. Problem loans total $3,580,681 and represent 12.52% of gross capital funds. Problem loans increased $862,860 or 31.75% within the last twelve months. Watch list loans total $6,049, decreasing approximately $2,000 from the last quarterly report. Loans more than 30 days past due total $1,605,000 or .86% of the commercial loan portfolio, while installment loans more than 30 days past due total $584,593 or 2.31% of the installment loan portfolio. Non-accrual loans of $1,625,357 decreased 24% since the last quarterly report was issued. The Loan Loss Reserve was determined to be within policy and is adequate to cover any expected future losses. The Loan Loss Reserve is discussed in more detail within this report in the section Loan Loss Experience and Reserve for Loan Losses. Credit and collateral exceptions remain at acceptable levels. The loan portfolio is made up of quality loans and is well diversified with no concentrations of credit. Real Estate loans comprise $140,324,000 or approximately 65 percent of total loans. The upward trend in both construction and mortgage loans is attributed to substantial growth in both population and number of households recorded in Dyer County over the past decade. First Citizens is located in Dyersburg/Dyer County trade area, having a population of approximately 40,000. The entire trade area has out paced both the state and nation in per capital personal income growth since the early 1980's. The State of Tennessee projects that per capital income in the area will be greater than the national average by the year of 2000. The mix of Industry/Agriculture in the local economy has provided stable, growing employment opportunities for residents. The Dyer County distribution of employment consists primarily of service employers 14.9%, government 14.7%, trade 19.3%, and manufacturing 40.5%. Dyer County's unemployment rate for July, 1996 decreased 1.3% to 5.9% from April's rate of 7.2% according to the Tennessee Department of Employment Security. This compares to Tennessee's unemployment rate of 4.9% for July, 2% lower than the county's rate. During the last half of 1995 a local factory was closed resulting in the loss of 400 jobs. Since that time one manufacturer has located to the area and another has expanded its facilities, absorbing most of the displaced employees. Layoffs were more prevalent in the first quarter of 1996 than in 1995, but are not considered to be a serious problem overall. Retailers reported that sales appear to be gaining strength. Local economic conditions are stable and represent no immediate threat to the loan portfolio. Loans for Agricultural purposes are considered to be a quality asset. The Dyer County Agriculture economy is poised for a banner year with both yields and prices at record levels. Yellow corn, soybeans, and cotton all reflect better than average yields with increases county wide in excess of 20%. In summary a good business climate coupled with a record year in agricultural production should make 1996 a banner year for Dyer County and West Tennessee. Loan Administration sets policy guidelines approved by the Board of Directors regarding portfolio diversification and underwriting standards. Loan policy also includes board approved guidelines for collateralization, loans in excess of loan to value limits, maximum loan amount, maximum maturity and amortization periods for each loan type. Policy guidelines for loan to value ratio and maturities related to various collateral are as follows: 15 Collateral Max. Amortization Max. LTV Real Estate Discussed herein Discussed herein Equipment 5 Years 75% Inventory 5 Years 50% A/R 5 Years 75% Livestock 5 Years 80% Crops 1 Year 50% *Securities 10 Years 75% (Listed) 50% (Unlisted) *Maximum LTV on margin stocks (stocks not listed on a national exchange) when proceeds are used to purchase or carry same, shall be 50%. Diversification of the banks' real estate portfolio is a necessary and desirable goal of the bank's real estate loan policy. In order to achieve and maintain a prudent degree of diversity, given the composition of the bank's market area and the general economic state of the market area, the bank will strive to maintain a real estate loan portfolio diversification based upon the following: * Agricultural loans totaling in the aggregate no more than 20% of the Bank's total loans. * Land acquisition and development loans totaling in the aggregate no more than 10% of the Bank's total loans. * Commercial construction loans totaling in the aggregate no more than 10% of the Bank's total loans. * Residential construction loans totaling in the aggregate no more than 10% of the Bank's total loans. * Residential mortgage loans totaling in the aggregate no more than 40% of the Bank's total loans. * Commercial loans totaling in the aggregate no more than 30% of the Bank's total loans. It is the policy of FCNB that no real estate loan will be made (except in accordance with the provisions for certain loans in excess of supervisory limits provided for hereinafter) that exceed the loan-to-value percentage limitations ("LTV limits") designated by category as follows: Loan Category LTV Limit (%) Raw Land 65 Land Development or Farmland 75 Construction: Commercial, multi-family, and other non-residential 80 1-to-4 family residential 80 Improved Property 80 Owner-occupied 1-to-4 family and home equity 80 Multi-family construction loans include loans secured by cooperatives and condominiums. Owner-occupied 1-to-4 family and home equity loans which equal or exceed 90% LTV at origination must have either private mortgage insurance or other readily marketable collateral pledged in support of the credit. On occasion, the Loan Committee may entertain and approve a request to lend sums in excess of the LTV limits as established by policy, provided that: a. The request is fully documented to support the fact that other credit factors justify the approval of that particular loan as an exception to the LTV limit; 16 b. The loan, if approved, is designated in the Bank's records and reported as an aggregate number with all other such loans approved by the full Board of Directors on at least a quarterly basis; c. The aggregate total of all loans so approved, including the extension of credit then under consideration, shall not exceed 50% of the Bank's total capital; and d. Provided further that the aggregate portion of these loans in excess of the LTV limits that are classified as commercial, agricultural, multi-family or non-1-to-4 family residential property shall not exceed 30% of the Bank's total capital. Amortization Schedules. Every loan must have a documented repayment arrangement. While reasonable flexibility is necessary to meet the credit needs of the Bank's customers, in general all loans should be repaid within the following time frames: Loan Category Amortized Period Raw Land 10 years Construction: Commercial, multi-family, and other non-residential 20 years 1-to-4 family residential 20 years Improved Property Farmland 20 years Owner-occupied 1-to-4 family and home equity 20 years The average yield on loans of First Citizens National Bank for the third quarter of the years indicated is as follows: 1996 - 9.75% 1995 - 9.91% 1994 - 9.22% 1993 - 9.58% 1992 - 9.97% The aggregate amount of unused guarantees, commitments to extend credit and standby letters of credit was $27,629,000 as of 9/30/96. The following table sets forth loan totals net of unearned income by category for the past five years: September 30 (in thousands) 1996 1995 1994 1993 1992 Real Estate Loans: Construction $ 16,712 $ 12,330 $ 9,748 $ 7,642 $ 4,603 Mortgage $123,612 $105,640 $ 94,501 $ 84,540 $ 82,035 Commercial, Financial and Agricultural Loans $ 49,822 $ 50,212 $ 47,382 $ 37,339 $ 36,974 Installment Loans to Individuals $ 23,290 $ 21,564 $ 17,868 $ 15,545 $ 15,425 Other Loans $ 2,107 $ 2,424 $ 3,986 $ 5,642 $ 2,663 TOTAL LOANS $215,543 $192,170 $173,485 $150,708 $141,700 Loan Maturities and Sensitivity to Changes in Interest Rates The degree of risk to which a bank is subjected can be controlled through a well managed asset/liability program. First Citizens controls interest rate risk by employing interest sensitive liabilities in assets that are also interest sensitive. One tool used to ensure market rate return is variable rate loans. Loans totaling $91,844,000 or 42.60% of the total portfolio are subject to repricing within one year or carry a variable rate of interest. The ratio is up from 40.03% at 9/30/95 reflecting efforts of the customer base to lock in lower interest rates. Maturities in the one to five year category total $124,182,000, 17 reflecting a slight increase when compared to $107,512,000 at 9/30/95. The trend exhibited by consumers in recent years to lock in interest rates is projected to continue. Due after Due in one one year but Due after year or less within five years five years (in thousands) Real Estate $35,296 $ 89,673 $15,355 Commercial, Financial and Agricultural $33,387 $ 15,624 $ 811 All Other Loans $ 6,259 $ 18,885 $ 253 TOTAL $74,942 $124,182 $16,419 Loans with Maturities After One Year for which: (in thousands) Interest Rates are Fixed or Predetermined $123,699 Interest Rates are Floating or Adjustable $ 16,902 NON-PERFORMING ASSETS A review of Non-Performing assets as of 9/30/96 reflects an increase of $486,000 or 40.23%. However, the increase is insignificant when considering growth levels in the loan portfolio. Non-performing assets for other years under comparison (1995-1992) reflect a continuous reduction when compared to the percentage of loan growth for each of those time periods. Non-Performing loans increased the second quarter of 1996 as a result of the addition of one loan totaling approximately $991,000. The provision of loan losses increased in proportion to loan growth as required by loan policy. Experience of the lending and loan review staff as well as adherence to policy lends a comfort level to the portfolio and supports the Loan Loss Allowance at the present level. In April 1996, First Citizens was made aware that Bennett Funding Group, Inc., Syracuse, New York had filed Chapter 11 Bankruptcy and that legal claims had been filed against the company's CEO claiming among other things the selling of fictitious leases. Assets of the corporation have been frozen as a result of the bankruptcy filing. First Citizens National Bank is a holder of outstanding debt on Benentt Funding Group, Inc. in the principal balance of $991,029 down from the beginning balance of $1,699,880. The bank holds 176 outstanding leases securing this debt. Of the total, 25 have been contacted using the acceptable language provided by Bennett. Response received indicate that the equipment securing the leases is in place and in working order. All leases have been inspected and we have no reason to believe there are fictitious or fraudulent leases in our portfolio. First Citizens has joined with other banks, also purchasers of leases from Bennett Funding, to employ legal representation as a group until all facts can be sorted out. The Kansas Bankers Surety Company, holder of the bank's blanket bond insurance policy has been notified. The loan has been added to the problem list and an allocation made to the loan loss reserve in the amount of $400,000 to cover any exposure to the bank. Categorization of a loan as non-performing is not in itself a reliable indicator of potential loan loss. The banks' policy states that the Bank shall not accrue interest or discount on (1) any asset which is maintained on a cash basis because of deterioration in the financial position of the borrower, (2) any asset for which payment-in-full of interest or principal is not expected, or (3) any asset upon which principal or interest has been in default for a period of 90 days or more unless it is both well secured and in the process of collection. For purposes of applying the 90 day due test for the non-accrual of interest discussed above, the date on which an asset reaches non-accrual status is determined by its contractual term. A debt is considered well secured if it is secured (1) by collateral in the form of liens or pledges or real or personal property, including securities that have a realizable value sufficient to discharge the debt (including accrued interest) in full, or (2) by the guaranty of a financially responsible 18 party. A debt is considered to be proceeding in due course either through legal action, including judgement enforcement procedures, or, in appropriate circumstances, through collection efforts not involving legal action which are reasonably expected to result in repayment of the debt or in its restoration to a current status. Loans that represent a potential loss to First Citizens are adequately reserved for in the provision for loan losses. 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 nine months ending 9/30/96 if all loans reported as non-accrual had been current in accordance with their original terms and had been outstanding throughout the period is $198,000. Interest income on loans reported as ninety days past due and on interest accrual status was $12,000 for year-to-date 1996. 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 loans as of September 30, 1996 are 0. 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. The following table sets forth the balance of non-accrual loans as of September 30, for the years indicated: Non Performing Loans September 30 (in thousands) 90 Days Past Due Year Non-Accrual Accruing Interest Total 9/30/96 $1,523 $ 171 $1,694 9/30/95 $ 893 $ 315 $1,208 9/30/94 $ 816 $ 150 $ 966 9/30/93 $1,399 $ 545 $1,944 9/30/92 $1,845 $ 566 $2,411 Loan Loss Experience and Reserves for Loan Losses An analysis of the allocation of the allowance for Loan Losses is made on a fiscal quarter at the end of the month (February, August, and November) and reported to the board at its meeting immediately preceding quarter-end. Requirements of FASB 114 & 118 have been incorporated into the policy for Accounting by Creditor for Impairment of a loan. A loan is impaired when it is probable that a creditor will be unable to collect all amounts due of principal and interest according to the original contractional terms of the loan. First Citizens adopted the following as a measure of impairment: (1) Impairment of a loan at First Citizens shall exist when the present value of expected future cash flows discounted at the loans effective interest rate impede full collection of the contract; and (2) Fair Value of the collateral, if the loan is collateral dependent, indicates unexpected collection of full contract value. The Impairment decision will be reported to the Board of Directors and other appropriate regulatory agencies as specified in FASB 114 and 118. The bank will continue to follow regulatory guidelines for income recognition for purposes of generally accepted accounting principles, as well as regulatory accounting principles. 19 An annual review of the loan portfolio to identify the 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. For analysis purposes, the loan portfolio is separated into four classifications: 1. Pass - Loans that have been reviewed and graded high quality or no major deficiencies. 2. Watch - Loans which, because of unusual circumstances, need to be supervised with slightly more attention than is common. 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 problems, sale of business, change of or disagreement among management, unusual growth or expansion of the business, past due status 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. Identification of impaired loans from non-performing assets as well as bankrupt and doubtful loans is paramount to the reserve analysis. Special allocations shall support these loans found to be collateral or interest cash flow deficient. In addition an allowance shall be determined for pools of loans including all other criticized assets as well as small homogeneous loans managed by delinquency. In no circumstance shall the reserve fall below 1% of total loans less government guarantees. The following is a sample of information analyzed quarterly to determine the allowance for loan losses. LOAN LOSS ALLOWANCE ANALYSIS DATE AVERAGE AVERAGE PERCENT CURRENT RESERVE LOSS 3 YRS. BALANCE 3 YRS. BALANCE REQUIRED I. CREDIT $ GROSS $ % $ $ CARDS II. INSTALL. $ NET $ % $ $ LOANS III. IMPAIRED WITH ALLOCATIONS $ $ IMPAIRED WITHOUT ALLOCATIONS $ $ ALLOWANCE IV. DOUBTFUL 50% $ $ SUBSTANDARD 10% WATCH 5% OTHER LOANS NOT LISTED PREVIOUSLY .75% LESS SBA/FMHA GUARANTEED PORTIONS __________ TOTAL LOANS $ V. LETTERS OF CREDIT .75% $ $ VI. OTHER REAL ESTATE OWNED $ ______ RESERVE REQUIRED $ RESERVE BALANCE $ EXCESS (DEFICIT) $ 20 RESERVE AS % OF TOTAL LOANS % PEER GROUP % LOSS EXPERIENCE III & IV AVERAGE LAST 3 YEARS .% OR $ The book value of repossessed real property held by Bancshares and First Citizens National Bank is $687,000 at 9/30/96 compared to $1,181,000 at 9/30/95. The balance increased $225,000 due to the addition of foreclosed property placed on the books of the bank. Property held on the books of Bancshares is a strip shopping center valued at $655,000 and a parcel of land purchased for expansion of the Midtown Branch in 1988. Expansion plans were abandoned after a decision was made to construct the Industrial Park Branch. This property valued at $151,000 has been classified as ORE and is being offered for sale. The remaining balance represents other real estate held by First Citizens National Bank. Efforts to market the property held by the Holding Company are on-going. An option to purchase the strip shopping center has been negotiated and the sale is expected to close by December 1, 1996. 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. Management estimates of approximate charge-offs for period ending 12/31/96: Domestic Amount (in thousands) Commercial, Financial & Agricultural $300 Real Estate-Construction 0 Real Estate- Mortgage 50 Installment Loans to individuals & credit cards 150 Lease financing 0 Foreign 0 01/01/96 through 12/31/96 Total $500 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. Changes to the Reserve Account for the quarter just ended consisted of (1) Loans Charged-off - $50,000; (2) Recovery of loans previously charged-off - $39,000; and (3) Additions to reserve totaling $163,000. First Citizens National Bank Loan Loss Experience and Reserve for Loan Losses Quarter ending September 30 (in thousands) 1996 1995 1994 1993 1992 Average Net Loans Outstanding Net of ICNE $212,718 $187,478 $167,373 $145,567 $138,633 Balance of Reserve for Loan Losses at Beginning of Period $ 2,359 $ 2,186 $ 1,879 $ 1,920 $ 1,757 Loan Charge-Offs $ (50) $ (80) $ (44) $ (56) $ (112) Recovery of Loans Previously Charged Off $ 39 $ 34 $ 48 $ 67 $ 138 Net Loans Charged Off $ (11) $ (54) $ 4 $ 11 $ 26 21 Additions to Reserve Charged to Operating Expense $ 163 $ 107 $ 102 $ 119 $ 104 Balance at End of Period $ 2,511 $ 2,247 $ 1,985 $ 2,050 $ 1,887 Ratio of Net Charge- Offs during quarter to Average Net Loans Outstanding (.01%) (.029%) .002% .008% (.19%) The following table will identify charge-offs by category for the period ending 9/30/96 and 9/30/95. Charge-Offs: 1996 1995 Domestic Commercial, Financial and Agricultural $ 4 $ 0 Real Estate - Construction 0 0 Real Estate - Mortgage 1 39 Installment Loans to Individuals 40 25 Lease Financing 0 0 Credit Cards 5 16 Total $(50) $(80) Recoveries: Domestic: Commercial, Financial and Agricultural $ 14 $ 8 Real Estate - Construction 0 0 Real Estate - Mortgage 0 1 Installment Loans to Individuals 21 18 Lease Financing 0 0 Credit Cards 4 7 Total 39 34 Net $(11) $(46) Investment Securities The book value of listed investment securities as of the dates indicated are summarized as follows: Composition of Investment Securities September 30 (in thousands) 1996 1995 1994 1993 1992 U. S. Treasury & Government Agencies $60,718 $53,336 $43,457 $47,317 $45,805 State & Political Subdivisions $10,807 $10,516 $12,644 $11,259 $ 7,523 All Others $ 3,457 $ 3,568 $ 7,245 $ 5,459 $ 4,241 TOTALS $74,982 $67,420 $63,346 $64,035 $57,569 A major goal of the bank's investment portfolio management is to maximize returns from investments while controlling the basic elements of risk. The second goal is to provide liquidity and meet financial needs of the community. Investment Securities also serve as collateral for government and public fund deposits. Investments for the third quarter, 1996 increased approximately $7 million when compared to the same time period in 1995. The investment portfolio, which currently totals $75 million, is primarily comprised of U. S. Treasury and U. S. Agency obligations, as well as Municipal obligations. Fixed rate holdings comprise 90% of the portfolio, while adjustable rates comprise the remaining 10%. The fixed rate holdings currently have an expected average life of 2.8 years. It is estimated that this average life would extend to 4.5 years at rates up 100 basis points and 5.2 years at rates up 200 basis points. This is a result of some extension occurring in the callable bonds and mortgage- 22 backed holdings as rates rise. For rates down 100 basis points the average life would decrease to 1.9 years. In terms of price sensitivity, we estimate that at rates up 100 basis points the market value of the portfolio would fall by 3.0%, while at rates up 200 basis points the market value would fall by 6.8%. This is equal to the price sensitivity of the 3-4 year Treasury bond, which is consistent with the current average life of the portfolio. For rates down 100 basis points we estimate that the market value would increase by 2.3%. The adjustable rate holdings all reprice on an annual or more frequent basis and currently have an average life of 5.6 years. Due to the structure of these holdings, we would expect only modest extension to occur in average life should interest rates rise, but could see some shortening should rates fall. We estimate that the adjustable rate holdings also have the price sensitivity of about a 3-year Treasury, although this is more difficult to project on adjustable rate holdings than on fixed rate holdings. There were no purchases made during the quarter. Sale of Investments totaled $1,000,000 consisting of a Federal Home Loan Mortgage Corporation sold September 27, 1996 at a profit of $12,500.00. The security was sold from the Available for Sale account. FASB 115 required banks to maintain separate investment portfolio accounts for Held-to-Maturity, Available for Sale, and Trading Account Investments. As of June 30, 1996 approximately 59.47% of the total portfolio was placed in the Available-for-Sale account. The remaining 40.53% was booked in the Held-to-Maturity account. 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 account investments are stated at amortized cost on the balance sheet. Mark to Market resulted in a negative capital entry of $148,351.82 as reflected on the 9/30/96 balance sheet. Mark to Market impact to capital on 9/30/95 was a negative $101,000. Maturities in the portfolio are made up of 9.41% within one year, 50.11% after one year and within five years, and 40.48% after five years. Policy provides for 20% maturities on an annual basis. Management made a conscious effort to shorten maturities in 1995 based on volatility in interest rates and mark to market rules. Maturities on investments purchased in 1996 are structured to meet liquidity needs as well as projected changes in interest rates. During the quarter just ended there were no transfers between the investment portfolio accounts. The trading account for the entire quarter maintained a zero balance. First Citizens National Bank has not engaged in any Derivative activities as defined by paragraphs 5 thru 7 of FASB 119 (Reference footnote 7). The portfolio currently contains the following unrealized gains and unrealized losses in each investment category: Investment Securities Unrealized Gains/(Losses) September 30, 1996 Unrealized Unrealized Net Gains Losses Gains/Losses U.S. Treasury Securities 78 90 12 Obligations of U.S. Government Agencies and Corp 344 995 651 Obligations of States and Political Subdivisions 32 51 19 Other Securities 0 0 0 Totals 454 1136 682 23 Yields on Investment Securities increased the twelve month period ending 9/30/96 from 5.84% to 6.38%. This is reflective of the overall interest rate market. Also reflected in the following table is the result of efforts to shorten maturities within the portfolio: Maturing and Portfolio Percentages on Securities September 30, 1996 (in thousands) After One Year After Five Years After Within One Year Within Five Years Within Ten Years Ten Years Amount % Amount % Amount % Amount % 9/30/96 $ 7,050 9.41% $37,574 50.11% $21,351 28.48% $ 9,007 12.00% 9/30/95 $ 2,746 4.07% $47,071 69.81% $14,547 21.59% $ 3,056 4.53% 9/30/94 $ 9,368 14.74% $39,502 62.36% $12,876 20.33% $ 1,600 2.52% 9/30/93 $13,182 20.59% $35,432 80.72% $ 6,693 11.67% $ 8,728 10.35% Maturity and Yield on Securities September 30, 1996 (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 $ 4,399 6.42% $30,619 6.57% $17,218 6.81% $8,482 7.09% State and Political Subdivisions* $ 1,650 7.08% $ 6,955 6.47% $ 1,697 7.24% $ 525 7.65% All Others $ 1,021 6.16% $ - -% $ 2,436 5.60% $ - -% TOTALS $ 7,050 6.53% $37,574 6.56% $21,351 6.71% $9,007 7.12% *Yields on tax free investments are stated herein on a taxable equivalent basis. Investment Securities September 30, 1996 (in thousands) Held to Maturity Available for Sale Amortized Fair Amortized Fair Cost Value Cost Value U.S. Treasury Securities $ 3,009 $ 2,993 $6,957 $ 6,962 U.S. Government Agency and corporation obligations (exclude mortgage-backed securities): Issued by U.S. Government agencies (2) 100 100 0 0 Issued by U.S. Government- sponsored agencies (3) 18,524 18,388 23,239 22,789 Securities issued by states and political subdivisions in the U.S.: General obligations 3,749 3,755 3,678 3,660 Revenue obligations 2,497 2,490 901 901 Industrial development and similar obligations 0 0 0 0 Mortgage-backed securities (MBS): Pass-through securities: Guaranteed by GNMA 326 334 2,961 2,914 Issued by FNMA and FHLMC 845 844 380 396 Other pass-through securities 0 0 0 0 24 Held to Maturity Available for Sale Amortized Fair Amortized Fair Cost Value Cost Value Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS): Issued or guaranteed by FNMA, FHLMC, or GNMA 1,143 1,137 3,753 3,708 Collateralized by MBS issued or guaranteed by FNMA, FHLMC, or GNMA 0 0 0 0 All other mortgage-backed securities 0 0 0 0 Other debt securities: Other domestic debt securities 1,001 1,000 0 0 Foreign debt securities 0 0 0 0 Equity securities: Investments in mutual funds 0 0 Other equity securities with readily determinable fair values 749 757 All other equity securities(1) 1,701 1,701 Total (sum of items 1 through 6) (total of column A must equal Schedule RC, item 2.a) (total of column D must equal Schedule RC, item 2.b) 31,194 31,041 44,319 43,780 (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 Certi- ficates," U. S. Maritime Administration obligations, and Export- Import Bank participation certificates. (3) Includes obligations (other than mortgage-backed securities) 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. Return on Equity and Assets Improved earnings are reflected when reviewing financial ratios for the years 1992 to 1996. Management has made an ongoing effort to control expenses and maximize earnings to achieve levels comparable to peer group banks. An analysis of return on assets at September 30, 1996 reflects a upward swing when compared to previous years. Accelerated asset growth coupled with rising interest rates paid on interest bearing deposits had a significant impact on earnings the first quarter of 1995. A comparison of total assets as of 9/30/96 and 9/30/95 reflects growth in excess of 8 percent. Return on Assets for 1996 annualized is 1.31%. Increased expenses during 1995 can be attributed to the addition of two branch banks opened in November, 1994 and January, 1995 and the installation cost of Proof of Deposit & Statement Imaging, and a Teller Platform System. The company's strategic plan address objectives to sustain improved earnings, maintain a quality loan portfolio and to maintain market share by providing quality customer service. The Bank's management and employees are rewarded with incentive compensation based on the level of ROA achieved at year end. A return on assets of 1.25% is required if maximum benefits are to be realized. As a result of the 1996 Strategic Planning a bank owned Finance Company will be established as a subsidiary of First Citizens National Bank. Approval has been acquired from State of Tennessee Commission of Banking. The Bank is currently awaiting approval from other regulatory authorities. 25 Total shareholder's equity (including Loan Loss Reserve) of First Citizens Bancshares as of 9/30/96 was $28,786,000 compared to $27,103,000 at year end 1995. Percentage of Dividends declared per common share to net income per common share has trended upward since 1993. Number of shares outstanding continues to increase due to shares of stock issued on a quarterly basis to service the Dividend Reinvestment Program. A stock repurchase program, approved by the Board of Directors in 1994 for the purpose of acquiring shares on the open market to service the Dividend Reinvestment Program continues to be ineffective. Shareholders continue to express an interest in buying additional stock rather than selling shares. Under the terms of the repurchase program, the company will repurchase up to $200,000 of Bancshares' stock in a calendar quarter on a first come, first served basis. A 10% stock dividend was declared on October 21, 1992 payable to shareholders of record December 15, 1992, thereby increasing outstanding shares. Earnings per share were adjusted accordingly. During the third quarter of 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 numbers 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 operating ratios for First Citizens Bancshares, Inc. for the quarter ending September 30 (not annualized): 1996 1995 1994 1993 1992 Percentage of Net Income to: Average Total Assets .99% .78% .95% .93% .65% Average Shareholders Equity 10.69% 8.45% 10.29% 10.78% 7.92% Percentage of Dividends Declared Per Common Share to Net Income Per Common Share 24.38% 31.35% 24.19% 23.96% 30.21% Percentage of Average Shareholders' *Equity to Average Total Assets 10.02% 10.09% 9.98% 9.40% 8.91% *Includes Average Reserve for Loan Loss Account *Decrease in Equity to Assets due to FASB 115 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. Liquidity is determined by a comparison of net liquid assets to net liabilities and consistently remains between 10 and 15 percent. The stability of our deposit base, sound asset/liability management, a strong capital base and quality assets assure adequate liquidity. Strong loan demand and seasonal growth in agricultural lines of credit will place the bank in a tight liquidity position May through October, 1996. Loan to deposit ratio including repurchase agreements and Federal Home Loan Bank Borrowings is approximately 76% at 9/30/96. Deposit growth at quarter end was slightly over 8%, while loan growth exceeded 12 percent. To address liquidity concerns the bank has the following sources available: (1) Approved lines of credit with the Federal Home Loan Bank totaling $11.5 million and correspondent banks totaling $9 million; (2) Loans in excess of $74 million maturing in one year or less; and (3) Investment Securities of $7 million with maturity dates of one year or less. At June 30, 1996 Federal Home Loan Borrowings (short and long term) totaled $4 million. These borrowings are maturity matched with specific loans and investments on the books of the bank. In May, 1996, the bank purchased $5 million in State of Tennessee Certificates of 26 Deposits. $2 million was purchased at 5.30% for a period of 6 months and $3 million was purchased at 5.50% for 1 year. These State of Tennessee certificates will mature in November, 1996 and will be renewed for 3 months at 5.25%. 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 more interest rate 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 and is a primary objective of the Asset/Liability Management Program. First Citizens will attempt to minimize interest rate risks by increasing the volume of variable rate loans within the portfolio. This should limit the net interest income exposure to a maximum of .065% of total assets (Example .00065 X $310,000,000=$201,500). Sound Asset/Liability management will work to improve net interest income through volume increases and pricing policies. Long term fixed rate gap position (5 years or over) will be held to a minimum by funding loans in this category with maturity matched Federal Home Loan Bank funds. The net interest exposure as a percent of un-impaired capital should be less than .76 percent. Annual income exposure will be limited to $150,000 as set by policy. Annual income exposure at 9/30/96 was in a range of $115,000 to $148,000. 27 CONDENSED GAP REPORT -------------------- CURRENT BALANCES -------------------- (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 10,368 - - - - - - - 10,368 MONEY MARKET 157 157 - - - - - - - TOTAL CASH & DUE FROM 10,525 157 - - - - - - 10,368 INVESTMENTS US TREASURIES 9,971 - - - 1,000 - 1,494 3,443 4,034 US AGENCIES 50,568 - - - 3,781 4,308 4,132 7,486 30,861 MUNICIPALS 10,807 - - - 1,630 - - 1,158 8,019 CORP & OTHERS 1,000 - - - - 1,000 - - - EQUITIES 2,458 - - - - - - - 2,458 TOTAL INVESTMENTS 74,804 - - - 6,411 5,308 5,626 12,087 45,372 LOANS COMMERCIAL FIXED 30,013 - 1,797 811 1,339 8,861 4,396 4,478 8,331 COMMERCIAL VARIABLE 19,005 - 18,994 - - 11 - - - REAL ESTATE-VARIABLE 20,044 - 18,703 - 1,141 200 - - - REAL ESTATE FIXED 115,063 - 3,249 3,999 942 8,194 6,929 17,493 74,257 HOME EQUITY LOANS 4,875 - 4,526 - - 1 347 - 1 SEC MORTGAGE 340 - 340 - - - - - - INSTALLMENT LOANS 23,182 - 645 213 304 880 2,002 4,038 15,100 INSTALLMENT VARIABLE 108 - 108 - - - - - - FLOOR PLAN 804 804 - - - - - - - CREDIT CARDS 1,677 - - - - - 1,677 - - FACTORING REC 230 - 230 - - - - - - OVERDRAFTS 200 - 200 - - - - - - TOTAL LOANS 215,541 804 48,792 5,023 3,726 18,147 15,351 26,009 97,689 LOAN LOSS RESERVE 2,511 - - - - - - - 2,511 NET LOANS 213,030 804 48,792 5,023 3,726 18,147 15,351 26,009 95,178 FED FUNDS SOLD - - - - - - - - - TOTAL EARNING ASSETS 287,834 804 48,792 5,023 10,137 23,455 20,977 38,096 140,550 OTHER ASSETS BUILDING, F&F AND LAND 8,333 - - - - - - - 8,333 OTHER REAL ESTATE 19 - - - - - - - 19 OTHER ASSETS 5,940 - - - - - - - 5,940 TOTAL OTHER ASSETS 14,292 - - - - - - - 14,292 _______ ______ ______ ______ _____ _____ ______ ______ _______ TOTAL ASSETS 312,651 961 48,792 5,023 10,137 23,455 20,977 38,096 165,210 DEMAND DEPOSITS 26,370 - - - - - - - 26,370 _______ _____ ______ ______ ______ ______ ______ ______ ______ TOTAL DEMAND 26,370 - - - - - - - 26,370 28 CONDENSED GAP REPORT -------------------- CURRENT BALANCES -------------------- (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 18,030 - - - - - - - 18,030 NOW ACCOUNT 24,585 - - - - - - - 24,585 BUSINESS CHECKING 250 - - - - - - - 250 IMF-MMDA 12,478 - - - - - - - 12,478 FIRST RATE ACCOUNT 14,619 14,619 - - - - - - - DOGWOOD CLUB 4,921 - - - - - - - 4,921 TOTAL SAVINGS 74,883 14,619 - - - - - - 60,264 TIME DEPOSITS CD 1-2 MONTHS 5,736 - 703 5,033 - - - - - CD 3 MONTHS 1,757 - 430 1,061 224 26 15 1 - CD 4-5 MONTHS 2,290 - 25 2,206 - 59 - - - CD 6 MONTHS 24,635 - 2,953 4,126 5,415 11,971 170 - - CD 7-11 MONTHS 1,959 - 196 83 28 1,505 147 - - CD 12 MONTHS 15,397 - 1,213 2,731 377 2,097 8,972 7 - CD 13-17 MONTHS 289 - - 14 - 3 161 111 - CD 18-23 MONTHS 714 - 93 5 94 230 37 255 - CD 24 MONTHS 10,161 - 52 196 110 3,170 4,007 2,626 - CD 25-30 MONTHS 2,492 - 20 94 23 102 52 1,443 758 CD 31-59 MONTHS 15,617 - 149 127 85 662 8,327 5,705 562 CD 31-59 MONTHS VARIABLE 87 - - - - - 12 75 - CD 60 MONTHS 7,178 - 70 37 530 280 980 1,955 3,326 CD 60 MONTHS VARIABLE 1,099 - - - - 47 38 233 781 CD SWEET 16 37,900 - 1,838 2,316 3,211 11,826 14,128 4,581 - CD 7 MONTH 2,450 - - - 263 2,129 58 - - IRA-FLOATING 159 159 - - - - - - - IRA-FIXED 20,897 - 436 772 328 2,788 4,888 3,972 7,713 CHRISTMAS CLUB 389 - - - - - 389 - - TOTAL TIME 151,206 159 8,178 18,801 10,688 36,895 42,381 20,964 13,140 _______ _____ ______ ______ ______ ______ ______ ______ ______ TOTAL DEPOSITS 252,459 14,778 8,178 18,801 10,688 36,895 42,381 20,964 99,774 SHORT TERM BORROWINGS FED FUNDS PURCHASED 675 675 - - - - - - - TT&L 1,000 1,000 - - - - - - - SECURITIES SOLD-SWEEP 14,682 14,682 - - - - - - - SECURITIES SOLD-FIXED 6,464 - 2,075 100 - 3,562 446 281 - FHLB-SHORT TERM 4,400 4,400 - FHLB-LIBOR INVESTMENT 1,907 - 1,907 - - - - - - FHLB-LONG TERM 2,108 - - - - - - 2,108 TOTAL SHORT TERM BORR. 31,236 20,757 3,982 100 - 3,562 446 281 2,108 OTHER LIABILITIES OTHER LIABILITIES 2,417 - - - - - - - 2,417 TOTAL OTHER LIAB. 2,417 - - - - - - - 2,417 TOTAL LIABILITIES 286,112 35,535 12,160 18,901 10,688 40,457 42,827 21,245 104,299 CAPITAL STOCK, SURPLUS, P.I.C. 6,000 - - - - - - - 6,000 UNREALIZED GAIN (LOSSES) -318 - - - - - - - -318 UNDIVIDED PROFITS 20,857 - - - - - - - 20,857 TOTAL CAPITAL 26,539 - - - - - - - 26,539 _______ ______ ______ ______ _____ ______ ______ ______ ______ TOTAL LIAB. & CAPITAL 312,651 35,535 12,160 18,901 10,688 40,457 42,827 21,245 130,838 GAP (SPREAD) - -34,574 36,632 -13,878 -551 -17,002 -21,850 16,851 34,372 GAP % TOTAL ASSETS - -11.06 11.72 -4.44 -0.18 -5.44 -6.99 5.39 10.99 CUMULATIVE GAP - -34,574 2,058 -11,820 -12,371 -29,373 -51,223 -34,372 - CUMM. GAP % TOTAL ASSETS - -11.06 0.66 -3.78 -3.96 -9.39 -16.38 -10.99 - SENSITIVITY RATIO - 0.03 1.04 0.82 0.84 0.75 0.68 0.81 1.00 29 NOTES TO THE GAP REPORT 1. The gap report reflects the interest sensitivity positions during a flat rate environment. These time frames could change if rates rise or fall. 2. Repricing over-rides maturities in various time frames. 3. Demand deposits are placed in the last time frame due to lack of interest sensitivity. Demand deposits are considered to be core deposits. 4. Savings accounts are placed into the +2 year time frame. In a flat rate environment, saving accounts will not reprice or liquidate. Savings deposits are price sensitive, for the most part, after a major increase in the 6 month CD rate. We place these accounts in this area instead of the variable position due to history and characteristics. These accounts are considered core deposits. 5. The policy for cumulative gap positions as a percent of assets is less than 15% positive or negative in all ranges presented in the Gap Report. The banks net interest income exposure limit is $150,000. The net interest income exposure as a percent of unimpaired capital is established by policy to be no more than .76%. Currently, the bank's exposure is within this parameter. 6. FCNB would benefit from a flat rate environment. If interest rates rise rapidly, net interest income would be negatively impacted. First Citizens Liquidity would negatively be affected if interest rates drop due to the probability of increased loan demand and deposit run-off. Adequate lines of credit are available to handle liquidity needs should this occur. Capital Resources Total capital (including Reserve for Loan Losses) as a percentage of total assets for the quarter ending September 30 is presented in the following table for the years indicated: 1996 1995 1994 1993 1992 9.94% 9.28% 9.97% 9.01% 9.13% Increasing the capital base of First Citizens is a vital part of strategic planning. Although the present capital to asset ratio remains in excess of the level required by Regulators for banks our size, management is aware of the importance of strengthening this base. The Federal Reserve Bank adopted a risk-based capital measure for use in evaluating the capital adequacy of bank holding companies effective January 1, 1991. The risk-based capital measure focuses primarily on broad categories of credit risk and incorporates elements of transfer, interest rate and market risk. The calculation of risk-based capital is accomplished by dividing qualifying capital by weighted risk assets. The minimum risked based capital ratio is 8%, 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 30 capital consists of the allowance for loan and lease losses, perpetual preferred stock, term subordinated debt, and other debt and stock instruments. Bancshares has historically maintained capital in excess of minimum levels established by the Federal Reserve Board. The risked-based capital ratio as of 9/30/96 was 14.46%, significantly above the 8.00% required by regulation. With the exception of the Reserve for Loan and Lease Losses, all capital is Tier 1 level. 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. Common Stock A Stock Repurchase Program approved by the Board of Directors in 1994 provides for the purchase of the company's common stock to service the Dividend Reinvestment Program. The Company may repurchase up to $200,000 of Bancshares' stock in a calendar quarter on a first come, first served basis. 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. Inflation is the 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 There are no legal proceedings that would result in a significant impact to the bank's financial statement as of this date. 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 and other cash available at the holding company level. 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 9/30/96. 31 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: November 13, 1996 /s/Stallings Lipford Stallings Lipford, Chairman Date: November 13, 1996 /s/Jeff Agee Jeff Agee, Senior Vice President & Chief Financial Officer First Citizens National Bank (Principal Subsidiary)