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, 1997 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 746,109 shares outstanding as of June 30, 1997 (Net of Treasury). 2 PART I -FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS 3 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEET (Unaudited) June 30, December 31, 1997 1996 ASSETS Cash and due from banks $ 14,820 $ 12,507 Federal funds sold 0 1,000 Investment securities - Trading Investments-Stated at Market 0 0 Held to Maturity-amortized cost-Fair Value of $33,170 at June 30, 1997 and $28,097 at December 31, 1996. 33,214 28,059 Available for Sale-Stated at Market 47,461 47,688 Loans (Excluding unearned income of $1,577 at June 30, 1997 and $1,521 at December 31, 1996) 222,874 211,389 Less: Allowance for loan losses 2,596 2,282 Net Loans 220,278 209,107 Premises and equipment 8,239 8,135 Other assets 9,008 6,575 TOTAL ASSETS $333,020 $313,071 LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $262,851 $256,414 Securities sold under agreement to repurchase 21,544 21,225 Federal funds purchased and Other Short Term Borrowing 6,375 0 Long-term debt 7,521 2,997 Notes payable of employee stock ownership plan 0 0 Other liabilities 3,164 2,832 Total Liabilities 301,455 283,468 Contingent liabilities Stockholders' Equity: Common stock, $1 par value - 2,000,000 authorized; 746,271 issued and outstanding at June 30, 1997; 741,516 issued and outstanding at December 31, 1996 746 741 Surplus 10,364 10,097 Retained earnings 20,398 18,679 Obligation of Employee Stock Ownership Plan 0 0 Net Unrealized Gains (Losses) on Available for Sale 65 95 Total Common Stock and Retained Earnings 31,573 29,612 Less-162 Treasury Shares, at Cost at June 30, 1997 and 40 Shares at Cost at December 31, 1996 (8) (9) Total Stockholders' Equity 31,565 29,603 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $333,020 $313,071 NOTE: The balance sheet at December 31, 1996, has been taken from the audited financial statements at that date and condensed. 4 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Three Months Ended Six Months Ended June 30 June 30 1997 1996 1997 1996 Interest Income Interest and fees on loans $ 5,306 $4,831 $10,192 $ 9,516 Interest on investment securities: Taxable 1,261 1,125 2,401 2,207 Tax-exempt 130 125 251 250 Other interest income 15 20 73 48 Lease financing income 0 0 0 1 Total Interest Income 6,712 6,101 12,917 12,022 Interest Expense Interest on deposits 2,753 2,617 5,442 5,181 Other interest expense 415 334 708 629 Total Interest Expense 3,168 2,951 6,150 5,810 Net Interest Income 3,544 3,150 6,767 6,212 Provision for Loan Losses 201 134 361 239 Net Interest Income after Provision 3,343 3,016 6,406 5,973 Other Income Securities gains (losses) 6 43 19 179 Other income 880 795 1,868 1,557 Total Other Income 886 838 1,887 1,736 Other expenses 2,412 2,333 4,769 4,735 Net income before income taxes 1,817 1,521 3,524 2,974 Provision for income taxes 607 524 1,197 1,030 Net income $1,210 $ 997 $2,327 $1,944 Earnings per share $ 1.63 $ 1.36 $ 3.13 $ 2.65 Weighted average number of shares outstanding 742,691 734,476 742,691 734,476 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, 1997 1996 1995 Net Cash Provided by Operating Activities $ 1,017 $ 3,036 $ 1,347 Investing Activities Proceeds of Maturities of Held to Maturity Securities 4,491 4,085 9,563 Purchase of Held to Maturity Investments (9,600) (1,500) (11,000) Proceeds from Maturities of Available for Sale Securities 3,103 1,812 812 Proceeds from Sales of Available for Sale Securities 1,934 7,600 630 Purchase of Available for Sale Securities (4,860) (17,125) (3,133) Increase in Loans-Net (11,532) (17,445) (16,598) Purchases of Premises and Equipment (561) (146) (819) Net Cash Provided by Investing Activities (17,025) (22,719) (20,545) Financing Activities Net increase (decrease) in Demand and Savings Accounts 1,779 862 (1,212) Increase (decrease) in Time Accounts 4,658 8,176 23,377 Increase (decrease) in Long Term Debt 4,524 (591) 2,615 Treasury Stock Transactions 1 (4) (7) Proceeds from Sale of Common Stock 272 154 14 Cash Dividends Paid (607) (485) (441) Net increase (decrease) in Short-term Borrowings 6,694 9,508 (501) Net Cash Provided (used) by Financing Activities 17,321 17,620 23,845 Increase (decrease) in Cash and Cash Equivalents 1,313 (2,063) 4,647 Cash and Cash Equivalents at Beginning of Year 13,507 13,544 12,684 Cash and Cash Equivalents at End of Year $14,820 $11,481 $17,331 Cash payments made for interest and income taxes during the years presented are as follows: 1997 1996 1995 Interest $6,358 $5,404 $4,877 Income Taxes 1,163 833 841 NOTE: Net cash provided by operating activities was lower in 1997 due to the purchase of split dollar life insurance policies for our officers. These policies are classified as other assets on the balance sheet. The accompanying notes are an integral part of these financial statements. 6 FIRST CITIZENS BANCSHARES, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) (IN THOUSANDS) June 30, 1997 Note 1 - Consolidated Financial Statements The consolidated balance sheet as of June 30, 1997, the consolidated statements of income for the six month periods ended June 30, 1997, 1996 and 1995, and the consolidated statement 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, 1997 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, 1997. For further information, refer to the consolidated financial statements and footnotes thereto included in the company's annual report on Form 10-K for the year ended December 31, 1996. 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 June 30 June 30 1997 1996 Amount Outstanding-End of Period $27,919 $29,253 Weighted Average Rate of Outstanding 4.76% 4.68% Maximum Amount of Borrowings at Month Ends $27,919 $29,253 Average Amounts Outstanding for Period $24,991 $23,526 Weighted Average Rate of Average Amounts 4.64% 4.52% Note 4 - Long-Term Debt Long term debt is comprised of Federal Home Loan Bank Borrowings and finance company debt (Delta Finance, subsidiary of First Citizens National Bank, organized in first quarter, 1997). Finance company debt is classified as long term debt because of its intent to renew. The average life is as presented. FHLB Funds are maturity matched with specific loans and investments. Average Average Average Volume Rate Maturity FHLB Borrowings $1,981 5.86% 10 Years FHLB Borrowings 1,947 5.75% 7 Years FHLB Borrowings 2,497 5.77% 2 Years Finance Company Debt 1,100 6.50% 1.5 Years 7 Note 5 - Statement of Cash Flows June 30, 1997 1996 1995 Actual payments made during the periods: Interest $ 6,358 $ 5,404 $ 4,877 Income taxes 1,163 833 841 Note 6 - Contingent Liabilities There are no material pending litigations as of the current reportable date that should result in a liability. Note 7 - Investment Securities The differences between book values of investment securities and market values at June 30, 1997 and December 31, 1996, total $108 and $38 respectively. FASB 115 requires banks to classify securities as held to maturity, available for sale, and trading. First Citizens has $0 in the trading account. Available for Sale securities values are adjusted to market quarterly and the adjustments flow to the capital account (net of tax). Held to maturity securities are stated at amortized cost. Available for sale securities reflects a $50 decrease for the ending perod of June 1997 and, net of tax, $30 flowed to capital. These movements can 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 reported 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 regulators. Tier 1 and tier 2 risk based capital ratios are 13.69% and 14.82% respectively. Note 9 - Deferred Income Taxes First Citizens adopted FASB 109 as of January 1, 1993. The deferred tax account reflects an asset totaling $267. 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 $1,114 Amount of Recorded Balance with Related Allowance $ 115 Amount of Recorded Balance with no Related Allowance $ 999 Interest income recognized on impaired loans will be recognized on a cash basis. Cash receipts will be applied as cost recovery or principal recovery first. This is consistent with OCC Regulations. 8 A quarterly review of the adequacy of the loan loss reserve will continue to ensure the sufficiency of said reserve for both losses and impairment. Note 11 - Asset Impairment The Financial Accounting 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. The statement requires that assets to be held and used be reviewed for impairement 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 CONDITION AND RESULTS OF OPERATIONS The purpose of the following discussion is to address material changes in income and expense accounts when compared to the quarter ending June 30, 1997. 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 activity to date by the Holding Company does not materially affect the income report. Record earnings of $2,210,000 were reported for First Citizens Bancshares, Inc. for the second quarter of 1997. Net income per share was $1.63 up 20 percent from the second quarter of 1996. Return on average assets was 1.44 percent, up from 1.29 percent for the same period in 1996. Return on average equity was 15.22 percent compared to 14.80 percent for the second quarter of 1996. The increase in income was supported by an improved net interest margin, the difference between what the bank paid for funds and what it earned in assets. Second quarter results reflected a net interest margin of 4.19 percent at June 30,1996. In addition, other income increased 11 percent to $880,000, while other expenses increased only 3 percent. A continued focus on increasing fee income will serve to protect earnings should interest rates increase. Growth in the loan portfolio rebounded from the slow start experienced in the first quarter, a result of weather-releated problems within the local agriculture economy. Loans outstanding net of reserves, were $220,278,000 at June 30, up from $209,107,000 at December 31, 1996. This is in excess of budget projections and support a net income level exceeding 1997 budget. Past due loans in the 30-89 and 90+ categories were up 31.63 percent and 93.97 percent when reviewing the two quarters under comparison. Ninety days or more past due loans reflect one loan totaling approximately $700,000 that is in the process of collection (discussed in detail in Compositon of Loan section). Past due loan totals since quarter end have reduced to be more in line with peer bank percentages. The percentage of loan loss reserve to total loans is well within policy guidelines of one percent. Non accrual and non-performing assets decreased over 36 percent and 28 percent when comparing June 30, 1997 to 1996. Cost of Funds at 3/31/97 was 4.31 percent compared to 4.35 percent at 6/30/96. Liquidity ratio at 6/30/97 was 13.32 percent including approved lines of credit (calculated using the Comptroller of the Currency format). Maintaining sufficient liquidity is accomplished through utilization of credit lines with the Federal Home Loan Bank in addition to traditional Fed Fund lines with correspondent banks. Competition for deposits with non-bank entities has permanently changed the source of funding for most if not all banks. Deposit to loan ratio at quarter end was 83.52 percent. 9 The price of Bancshares common stock remains strong, with demand consistently outpacing the available supply. Trades during the second quarter ranged from $55.00 to $69.57. However, since quarter-end a small number of shares have traded at $70.00. Dividends of 40 cents per share are consistent with first quarter payout and up 23 percent from the 32.5 cents per share paid the first three quarters of 1996. The potential for growth in both earnings and assets remains high. A letter of intent has been signed which provides for the purchase of the Bank of Troy, Troy, Tennessee, once due dilligence and regulatory approval have been accomplished. Assets of the Bank of Troy were $57 million at June 30, 1997. The transaction is expected to be finalized early in the first quarter of 1998. The bank's strategic plan calls for future efforts to be focused on controlled growth, efficiency and diversification of operations and products. Strategies in place to accomplish Strategic Plan goals are as follows: (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 of customer service and the widest selection of 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 rightsizing staffing levels to be more in line with peer banks; (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 service; and (6) To establish a bank owned finance company as well as investigate the addition of insurance sales to the bank's products. The most recent market survey indicates that First Citizens holds over 51% of its designated market. Customers surveyed indicated that the bank provides quality service that meets customer expectations. Fulltime equivalent employees at 6/30/97 were 155 up from 145 at 12/31/96. The increase is due to the employment of (1) 3 employees for Delta Finance Company (a bank owned subsidiary opened the first quarter of 1997); (2) two employees to establish a bank marketing department; (3) one loan officer placed at the Mid-Town Branch to provide loan services; and (4) four temporary staff members employed as relief staff during vacation and peak time periods. The bank continues to explore the possiblity of offering property and casualty insurance sales to customers. All alternatives will be explored to determine if a bank owned insurance company would be a more profitable alternative than forming an alliance with an existing agency. Another strategic action to improve operating efficiency and customer service was the development of a Technology Strategic Plan. Action goals were adopted that include the following: (1) Installation of Document Imaging; (2) Evaluation of a marketing CIF system which will allow for the identification of needs and opportunities which exist in the current and potential customer base; (3) Maintaining the IBM AS/400 as the bank's primary technology infrastructure with a local area network as a secondary communication structure; (4) Surveying the market to identify the potential for Home Banking and Corporate Cash Management. In response to these goals, a contract was signed with Southern Data, Atlanta, Georgia for a document imaging system in December, 1996. Installation was completed in June 1997. The Marketing CIF System installed the fourth quarter of 1996, is producing desired results in identifying products that meet customer specifications in certain market segments. The first phase of a quality sales, quality service program was introduced during first quarter, 1997. Results of a Home Banking survey indicated a demand for telephone and P.C. home banking products. First Citizens currently offers touchtone banking service at no cost to the customer. 10 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 operations. 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 through 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, competing for deposit dollars and earning assets with three other banks, two of which are branches of large regional competitors. First Tennessee Bank and Union Planters National Bank are two of the largest financial institutions in the state. While First Citizens has historically maintained in excess of 50% of local market share, statistics reflect a gain of approximately 1.5% 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 bring about 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 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. The following table compares year-to-date non-interest income, and expense of First Citizens as of June 30, 1997, 1996, and 1995: Non-Interest Income (in thousands) June 30 June 30 June 30 1997 % of Change 1996 % of Change 1995 Service Charges on Deposit Accts. $827 24.74% $663 10.50% $600 Other Income $677 (3.43%) $701 56.47% $448 Trust Income $383 2.96% $372 25.25% $297 TOTAL NON-INTEREST INCOME $1,887 8.70% $1,736 29.07% $1,345 Total non-interest income is up over 8.70 percent and 29.07 percent when comparing June, 1997 to June 1996 and 1995. The increase reflects a continued focus on fee income and our commitment to diversifying the income stream. Results of these efforts are evident when comparing second quarter 1997 to previous years in the areas of trust, brokerage and insurance commission income. In October, 1996 the Board approved reallocating assets of approximately $3 million to purchase permanent life insurance for officers having the rank of Vice President and up. This program allows the bank to increase the retention rate of key officers while continuing to earn income on the reallocated assets. In the event of death of the insured Officer, the Bank's original investment plus accrued interest will be repaid, as well as a death benefit paid to designated beneficiaries. The plan is in effect at 800+ banks and is in full compliance with regulatory parameters as defined by the Office of the Comptroller of the Currency. The 29 percent increase in non-interest income in 1996 was the result of a refund of $70,705 from bankruptcy trustees of Southeast Fort Worth Ltd. The refund partially reimbursed the bank for payments made to trust customers in December, 1989. Customers were reimbursed by the bank for investments made in Southeast Fort Worth, Ltd. at the time Southeast filed bankruptcy, with the understanding that any settlement received from this company would first be utilized to restore these funds to the bank. Also in April, 1995 the overdraft fee for per item paid on an overdrawn 11 deposit account, increased from $17.50 to $20.00 and the 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. In the first quarter of 1997, the overdraft fee per item paid on an overdrawn deposit account increased from $20.00 to $22.00. Non-Interest Expense 1997 % of Change 1996 % of Change 1995 Salaries & Employee Benefits $2,655 4.70% $2,536 4.50% $2,427 Net Occupancy Expense $ 917 1.78% $ 901 7.17% $ 769 Other Operating Expense $1,197 (7.79%) $1,298 (4.77%) $1,363 TOTAL NON-INTEREST EXPENSE $4,769 .72% $4,735 3.86% $4,559 A review of Non-Interest Expense reflects ongoing efforts to monitor and control non-interest expense categories such as Salaries and Benefits, Net Occupancy Expense, and Other Operating Expense. Salaries and Benefits increased 4.70% and 4.50% when comparing June 1997 to June, 1996 and 1995. Fulltime equivalent employees were 155 at quarter end compared to 149 at March 31, 1997 and 145 at June 30, 1996. Increased investment in technology resulted in an increase in Computer Expense and the related depreciation to those investments. An ongoing strategic planning goal is to automate manual processes through technology and at the same time meet the technological needs of our customer base. Net Occupancy Expense is projected to increase as technology is installed to accomplish this goal. These costs will be offset in part by the reallocation of employees to fee income producing positions. Other Operating Expense continues to decline at a rate exceeding 7 percent reflecting results of efforts to control inventory, professional services and other expense categories. 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) 1997 1996 1995 Average Average Average Average Average Average Balance Rate Balance Rate Balance Rate Non-Interest Bearing Demand Deposits $ 27,096 - $ 26,303 - $ 25,348 - Savings Deposits $ 82,517 3.38% $ 73,362 3.12% $ 64,485 3.03% Time Deposits $150,177 5.48% $145,941 5.61% $138,484 6.01% TOTAL DEPOSITS $259,790 4.24% $245,606 4.27% $228,317 4.50% A review of composition of deposits for the years 1997, 1996, and 1995 reflects total deposit growth in excess of $14 million and $17 million respectively. Growth in the deposit base was centered primarily in Time Deposits reflecting a growth rate of 4%. Saving deposits growth was 3.38%, while growth in interest bearing demand deposits remains flat. 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 both loans and deposits. According to a market share analysis, Bancshares hold approximately 51% (excluding overnight and fixed term repurchase agreements) of the bank deposits domiciled in Dyer County. The bank competes with First Tennessee Bank, N.A. (23% of 12 total county deposits), and Security Bank (14%). Union Planters holds market share of 11 percent. First Citizens also competes with Dyersburg City Employees Credit Union, seven or more consumer finance companies, and other types of financial service providers in the area. Competitor marketing programs are aggressive in seeking new deposits dollars with advertising programs that offers rates on certificates of deposit 50 basis points higher than any rate offered by other local banks. Average rate paid on deposits (4.24%) continues to reflect sound asset/liability management strategy to maintain interest margins that are consistent with company goals. A deposit strategy adopted in 1996 encourages the purchase of selected jumbo Cd's (i.e. State of Tennessee) as opposed to increasing funding costs, by participating in rate wars" to secure local retail deposits. Total deposits consisted of approximately $20 million in the State of Tennessee Funds at quarter end. The implementation of a quality sales quality service program is also expected to increase deposit sales as well as provide for the cross selling of additional products to form a total customer relationship profile. Quality Sales, Quality Service program is scheduled to be implemented in various phases beginning the first quarter, 1997. An active Business Development program is in place to generate new business and provide support for existing customers. Deposit growth in the 1997 budget is projected at approximately 7 percent. Sweep account funds totaling $14,159,000 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 $21,000,000 earning 4.00% at 6/30/97. Repurchase Agreement "Sweep" is a product offered to large balance customers which provides for funds to automatically sweep daily from a demand deposit account into an overnight repurchase agreement. This affords commercial customers the opportunity to earn interest on excess collected funds while providing availability of adequate funds to clear large denomination checks as presented for payment. There were no significant changes to products and services during the second quarter. Management is continuously monitoring and enhancing the bank's product line in order to retain existing customers and to attract new customer relationships. Among new products on the market are the "Visa Check Card" and "The Nest Egg Certificate of Deposit". The Visa Check Card is an electronic check that allows our customers another convenient method of accessing their checking account funds without writing a check. The Nest Egg Certificate of Deposit was introduced as a college savings fund for parents which allows for a low opening balance and unlimited ongoing deposits. Imaged deposit account statements continue to be a success with 99.9 percent acceptance. 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 June 30, 1997: Maturity Distribution Of Time Certificates Of Deposit In Amounts of $100,000.00 Or More As Of June 30, 1997 (in thousands) Maturity Total Amount 3 months or less $19,378 3 through 12 months $25,413 1 year - 3 years $ 4,473 over 3 years $ 300 Total $49,564 13 A summary of average interest earning assets and interest bearing liabilities is set forth in the following table together with average yields on earnings assets and average costs on interest bearing liabilities. The average yield on interest earning assets reflects an increase when reviewing the information presented in the table. Interest earning assets as of 6/30/97 were $296,955,000 at an average rate of 9.11% compared to $278,894,000 average rate of 8.85% at 6/30/96. The average rate on total interest bearing liabilities was 4.79%, 4.78%, and 5.08% as of June 30, 1997, 1996, and 1995. Net yield on average earning assets was 4.84%, 4.62%, and 4.38%, reflecting a downward movement in interest rates beginning in mid 1996 and continuing into 1997. Maintaining interest rate margins achieved in prior years continues to be a challenge. As interest rates rise customers are shopping banks to lock in the lowest rate possible on loans, while deposit customers are shopping to lock in the highest rate on deposits. First Citizens has historically out performed peer banks with the average rate earned on the loan portfolio. Asset/Liability policies are in place to protect the company from material negative impact of volatile swings in interest rates. Interest margins are well managed to achieve acceptable profits and a return on equity within policy guidelines. 14 First Citizens National Bank Quarter Ending June 30 Monthly Average Balances and Interest Rates (in thousands) 1997 1996 1995 Average Average Average Average Average Average Balance Interest Rate Balance Interest Rate Balance Interest Rate ASSETS INTEREST EARNING ASSETS: Loans (1)(2)(3) $216,306 $5,306 9.82% $201,919 $4,828 9.57% $178,914 $4,395 9.82% Investment Securities: Taxable $ 69,205 $1,251 7.23% $ 65,866 $1,126 6.84% $ 62,072 $1,030 6.63% Tax Exempt (4) $ 11,216 $ 197 7.03% $ 10,886 $ 208 7.65% $ 10,165 $ 197 7.76% Interest Earning Deposits $ 203 $ 3 5.92% $ 135 $ 2 5.93% $ 164 $ 2 4.87% Trading Account $ 0 $ 0 $ - $ - - $ - $ - - Federal Funds Sold $ 25 $ 1 16.00% $ 83 $ 3 14.46% $ 3,211 $ 49 6.11% Lease Financing $ 0 $ 0 0% $ 5 $ - - $ 10 $ 1 40.00% Total Interest Earning Assets $296,955 $6,758 9.11% $278,894 $6,167 8.85% $254,536 $5,674 8.92% NON-INTEREST EARNING ASSETS: Cash and Due From Banks $ 9,395 $ - - $ 9,549 $ - - $ 9,263 $ - - Bank Premises and Equipment $ 8,173 $ - - $ 8,585 $ - - $ 8,595 $ - - Other Assets $ 8,347 $ - - $ 4,651 $ - - $ 4,707 $ - - Total Assets $322,870 $ - - $301,679 $ - - $277,101 $ - - LIABILITIES AND SHAREHOLDERS' EQUITY: INTEREST BEARING LIABILITIES: Savings Deposits $ 82,517 $ 697 3.38% $ 73,362 $ 572 3.12% $ 64,485 $ 490 3.03% Time Deposits $150,177 $2,056 5.48% $145,941 $ 2,046 5.61% $138,484 $2,084 6.01% Federal Funds Purchased and Other Interest Bearing Liabilities $ 32,093 $ 415 5.18% $ 28,101 $ 333 4.74% $ 24,410 $ 317 5.19% Total Interest Bearing Liabilities $264,787 $3,168 4.79% $247,404 $ 2,951 4.78% $227,379 $2,891 5.08% NON-INTEREST BEARING LIABILITIES: Demand Deposits $ 27,096 $ - - $ 26,303 $ - - $ 25,348 $ - - Other Liab. $ 1,847 $ - - $ 2,300 $ - - $ 1,979 $ - - Total Liab. $293,730 $ - - $276,007 $ - - $254,706 $ - - SHAREHOLDERS' EQUITY $ 29,140 $ - - $ 25,672 $ - - $ 22,395 $ - - TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $322,780 $ - - $301,679 $ - - $277,101 $ - - NET INTEREST INCOME $ - $3,590 - $ - $ 3,216 - $ - $2,783 - NET YIELD ON AVERAGE EARNING ASSETS (ANNUALIZED) $ - $ - 4.84% $ - $ - 4.62% $ - $ - 4.38% [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 presented on a taxable equivalent basis. 15 COMPOSITION OF LOANS The bank's loan portfolio has experienced exceptional loan growth as reflected in the Composition of Loans table. Total loans increased $13,619,000 at 6/30/97 when compared to the same time period in 1996. The largest percentage of growth is centered in Real Estate Mortgage Loans. Mortgage loans have increased from $116,719,000 at 6/30/96 to $130,584,000 at 6/30/97. The upward trend is attributed to substantial growth in both population and number of households recorded in Dyer County over the past decade. Commercial, financial, and agriculture loans decreased $8,367,000 when comparing 1997 to 1996. First Citizens is located in the Dyersburg/Dyer County trade area having a population of approximately 40,000. The entire trade area has outpaced both the state and the nation in per capita personal income growth since the early 1980's. The State of Tennessee projects that per capita income in the area will be greater than the national average by the year 2000. A diversified mix of industry in the local economy has provided stable, growing employment opportunities for residents under all economic conditions. The Dyer County distribution of employment consists primarily of service employers 14.9%, government 14.7%, trade 19.3%, and manufacturing of 40.5%. Dyer County's unemployment rate for June was 5.1% up from 4.6% in May 1997 according to the Tennessee Department of Employment Security. This compares to Tennessee's unemployment rate of 5.0% for June, which is .1% lower than our county's rate. During the first quarter of 1997, two local manufacturing firms announced expansions which would add jobs for people in Dyer County in 1997. The provision for loan losses increased in proportion to loan growth as required by loan policy. Problems loans at 6/30/97 were $2,922,234 down from June 30, 1996 total of $3,540,038. Problem loans represent 9.02% of gross capital funds as of May 31, 1997. Watch loan totals as of quarter end are slightly over $44,000. Past due loans totaled .76% of the total loan portfolio, are slightly above peer group ratios. Total non performing was .88% compared to peer group ratio of .75 percent. Loans reviewed within the last twelve months (as of May 31, 1997 Internal Loan Review Report) comprise $124,366,934 or 64% of the loan portfolio. Problem loan and past due loan totals posted a significant increase after April, 1996 due to the addition of one credit totaling $991,029. First Citizens was made aware that the company had filed chapter 11 bankruptcy and that legal claims had been filed against the company's CFO claiming among other things the selling of fictitious leases. First Citizens is a holder of outstanding debt on the company as of 6/30/97 totaling $700,000. Charged off debt on this line totals approximately $291,000 as of year end 1996. The bank holds approximately 176 leases. All leases have been reinspected and we have no reason to believe that fictitious or fraudulent leases are contained within our loan portfolio. An allocation of $400,000 was added to the Loan Loss Reserve to cover any existing exposure to the bank. Attorney's representing First Citizens have reported that a settlement agreement was filed in June, 1997 and that no additional loss is expected. A partial recovery of the $291,000 is also projected. Experience of Senior loan 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. Loan Administration sets policy guidelines approved by the Board of Directors regarding portfolio diversification and underwriting standards. Loan policy includes board approved guidelines for 16 collateralization, loans in excess of loan to value limits, maximum loan amount, maximum maturity and amortization period for each loan type. Policy guidelines for loan to value ratio and maturities related to various collateral are as follows: Collateral Max. Amortization Max. LTV Real Estate Amort. discussed herein Amort. 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 and general economic state of the bank's market area, the bank will strive to maintain a real estate loan portfolio diversification based on the following: *Agricultural loans totaling in aggregate no more than 20% of the Bank's total loans; *Land acquisition and development loans totaling in aggregate no more than 10% of the Bank's total loans; *Commercial construction loans totaling in aggregate no more than 10% of the Bank's total loans; *Residential construction loans totaling in aggregate no more than 10% of the Bank's total loans; *Residential mortgage loans totaling in aggregate no more than 40% of the Bank's total loans; and *Commercial loans totaling in 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. 17 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; 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 aggregate amount of unused guarantees, commitments to extend credit and standby letters of credit was $38,261,000 as of 6/30/97. The average yield on loans of First Citizens National Bank for the second quarter of the years indicated is as follows: 1997 - 9.82% 1996 - 9.57% 1995 - 9.82% 1994 - 9.10% 1993 - 9.38% 18 The following table sets forth loan totals net of unearned income by category for the past five years: June 30 (in thousands) 1997 1996 1995 1994 1993 Real Estate Loans: Construction $ 20,579 $ 14,924 $ 12,619 $ 8,681 $ 6,881 Mortgage $130,584 $116,719 $102,235 $ 91,510 $ 83,383 Commercial, Financial and Agricultural Loans $ 44,912 $ 53,279 $ 48,010 $ 44,164 $ 35,433 Installment Loans to Individuals $ 24,485 $ 22,083 $ 20,518 $ 16,953 $ 15,233 Other Loans $ 2,314 $ 2,250 $ 1,978 $ 3,998 $ 2,098 TOTAL LOANS $222,874 $209,255 $185,360 $165,306 $143,028 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 $93,336,000 or 43.5% of the total portfolio are subject to repricing with one year or carry a variable rate of interest. The ratio is down slightly from 43.71% at 6/30/96. Maturities in the one to five year category total $132,105,000, reflecting an increase of $10.9 million when compared to 3/31/97. Due after Due in one one year but Due after year or less within five years five years (in thousands) Real Estate $36,286 $93,755 $21,122 Commercial, Financial and Agricultural $24,842 $17,704 $ 2,366 All Other Loans $ 6,049 $20,646 $ 104 TOTAL $67,177 $132,105 $23,592 Loans with Maturities After One Year for which: (in thousands) Interest Rates are Fixed or Predetermined $129,538 Interest Rates are Floating or Adjustable $ 26,159 NON-PERFORMING ASSETS Non-performing assets as of 6/30/97 were .54 percent of total loans compared to .88 percent at 6/30/96. Total non-performing loans at quarter end consisted primarily of one credit in the amount of $700,000 (discussed in the section titled Composition of Loans). The credit is in the process of collection through a Bankruptcy Agreement and no additional loss to the bank is expected. Total non-performing decreased $628,000 or 36.40 percent when comparing 6/30/97 to 6/30/96. Request for payment was made from Federal Farm Service Agency on four agriculture credits totaling approximately $845,000 the first quarter of 1997. Payments were received and the accounts removed from the non- performing asset list during the second quarter of 1997. Non- performing loans continue to be at a manageable level and below peer group ratio of .78 percent (as of 3/31/97). 19 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 past 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 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 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. Gross interest income that would have been recorded for the six months ending 6/30/97 if all loans reported as non- accrual had been current in accordance with their original terms and had been outstanding throughout the period is $54,000. Interest income on loans reported as ninety days past due and on interest accrual status was $11,000 for year-to-date 1997. 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 total at June 30, 1997 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. 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 1997 $1,097 $ 225 $1,322 1996 $1,725 $ 116 $1,841 1995 $ 869 $ 490 $1,359 1994 $ 889 $ 520 $1,409 1993 $1,466 $ 142 $1,608 20 LOAN LOSS EXPERIENCE AND RESERVES FOR LOAN LOSSES During the quarter just ended activity to the Reserve Account consisted of (1) loan charge-offs - $79,000 (2) recovery of loans previously charged off - $38,000 and (3) additions to Reserve - $191,000. Recovery of loans previously charged off continues to be a priority to the bank. One full time employee is assigned the responsibility for recovery of charged off loans and overdrawn deposit accounts. The Reserve for Loan Losses Balance at quarter end was $2,596,000 or 1.21% of total loans. Bank policy mandates a reserve balance equal to one percent of total loans. Projected charge-offs for the year are approximately $200,000. 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 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. An annual review 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 review. For analysis purposes loans reviewed will be separated into five 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 customary. 3. Problem - Loans which require additional collection effort to liquidate both principal and interest. 4. Specific Allocation - Impaired loans, in total or in part, in which a future loss is possible. 5. Charge-Off 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 for either principal or interest 90 days, placed on non-accrual or renegotiated status, renewed four times without principal reduction, 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. 21 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) $ RESERVE AS % OF TOTAL LOANS % PEER GROUP % LOSS EXPERIENCE III & IV AVERAGE LAST 3 YEARS .% OR $ Management estimates the approximate amount of charge-offs for the 12 month period ending 12/31/97 to be as follows: Domestic Amount Commercial, Financial & Agricultural $ 50,000 Real Estate-Construction -0- Real Estate-Mortgage Installment Loans to individuals & credit cards 150,000 Lease financing -0- Foreign N/A 01/01/97 through 12/31/97 Total $200,000 The book value of repossessed real property held by Bancshares and First Citizens National Bank at 6/30/97 is $164,000 compared to $853,000 at 6/30/96 and $941,000 at 6/30/95. The balance was significantly reduced as a result of the sale of a strip shopping center in November 1996. The remaining balance held in repossessed real property represents property purchased for expansion of the branch located on Highway 51 ByPass valued at $164,000. 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. 22 All other real estate parcels held as ORE are appraised annually and the carrying value adjusted to reflect the decline, if any, in its realizable value. Such adjustments are charged directly to expense. 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 expense; and the ratio of net loans charged off to average loans outstanding. Loan Loss Experience and Reserve for Loan Losses Quarter ending June 30 (in thousands) 1997 1996 1995 1994 1993 Average Net Loans Outstanding $216,306 $201,924 $178,924 $156,658 $140,410 Balance of Reserve for Loan Losses at Beginning of Period $ 2,446 $ 2,289 $ 2,115 $ 1,795 $ 1,832 Loan Charge-Offs $ (79) $ (96)$ (56) $ (50) $ (69) Recovery of Loans Previously Charged Off $ 38 $ 32 $ 41 $ 34 $ 38 Net Loans Charged Off $ (41) $ (64)$ (15) $ (16) $ (31) Additions to Reserve Charged to Operating Expense $ 191 $ 134 $ 86 $ 100 $ 119 Balance at End of Period $ 2,596 $ 2,359 $ 2,186 $ 1,879 $ 1,920 Ratio of Net Charge- Offs during quarter to Average Net Loans Outstanding (.02%) (.04%) (.01%) (.01%) (.02%) The following table will identify charge-offs by category for the period ending 6/30/97. Charge-Offs: 1997 1996 Domestic Commercial, Financial and Agricultural $ 0 $42 Real Estate - Construction 0 0 Real Estate - Mortgage 0 10 Installment Loans to Individuals 65 40 Lease Financing 0 0 Credit Cards 14 4 Total $(79) $(96) Recoveries: Domestic: Commercial, Financial and Agricultural $ 14 $ 6 Real Estate - Construction 0 0 Real Estate - Mortgage 1 1 Installment Loans to Individuals 19 21 Lease Financing 0 0 Credit Cards 4 4 Total $ 38 $ 32 Net $(41) $(64) 23 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) 1997 1996 1995 1994 1993 U. S. Treasury & Government Agencies $66,322 $63,154 $53,754 $46,480 $53,792 State & Political Subdivisions $11,321 $10,756 $10,019 $14,093 $ 8,496 All Others $ 3,032 $ 3,435 $ 4,151 $ 6,021 $ 5,144 TOTALS $80,675 $77,345 $67,924 $66,594 $67,432 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 second quarter, 1997 were up $3.3 million when compared to the same time period in 1996. 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. Fixed rate holdings comprise 90% of the portfolio, while adjustable rates comprise the remaining 10%. Tax Free Investments total approximately $11,321,000. Book value of Municipal securities totaling $850,000 were purchased and placed in the Held to Maturity account during the second quarter, 1997. Second quarter sales totaled $967,456.92. Sales made from the available for sale account reflected a profit of $5,944. Investment activity, which decelerated during second quarter as a result of increased loan demand, is expected to remain suppressed through 1997. Book value compared to market value resulted in a positive variance of $44,000. The average maturity of the portfolio is 5 years and 9.3 months. The average pretax yield at 6/30/97 was 6.84%. Fixed rate holdings currently have an expected average life of 2.9 years. It is estimated that this average life would extend to 4.9 years should rates rise 100 basis points and 5.3 years should rates increase 200 basis points. This is a result of some extension occurring in the callable bonds and mortgage-backed holdings as rates rise. Should rates decline 100 basis points the average life would likely decrease to 2.0 years. In terms of price sensitivity, we estimate that if rates were to increase 100 basis points, market value of the portfolio would fall by 3.0%, while rates rising 200 basis points would impact the market value by a negative 7.0%. This is comparable with the price sensitivity of the 3 to 4 year Treasury bond, which is consistent with the current average life of the portfolio. If rates go down 100 basis points we estimate that market value would increase by 2.4%. Adjustable rate holdings reprice on an annual or more frequent basis and currently have an average life of 9.0 years. Due to the structure of these holdings, we would expect very little 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. 24 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, 1997 approximately 58.83% of the total portfolio was placed in the Available-for-Sale account. The remaining 41.17% was booked in the Held-to-Maturity account. FASB 115 also required 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, requirements of FASB 115 resulted in a positive capital entry of $65,000. Maturities in the portfolio are made up of 7% within one year, 50% after one year and within five years, 30% after five years and within 10 years, and 13% after 10 years. Policy provides for 20% maturities on an annual basis. Maturities were extended from 5 to 10 years on most securities purchased since the latter half of 1995. Management made a conscious effort to extend maturities for a higher yield on the portfolio. Securities purchased with extended maturities bear call features ranging from 1 to 3 years. 25 First Citizens National Bank does not engage in derivative activities as defined by paragraph 5 thru 7 of FASB 119 (reference footnote 7). Investment Securities Held to Maturity Available for Sale June 30, 1997 (in thousands) Amortized Fair Amortized Fair Cost Value Cost Value U.S. Treasury Securities $ 2,002 $ 2,000 $ 5,990 $ 6,025 U.S. Government agency and corporation obligations (exclude mortgage-backed securities): Issued by U.S. Government agencies (2) 0 0 0 0 Issued by U.S. Government- sponsored agencies (3) 21,659 21,618 26,592 26,614 Securities issued by states and political subdivisions in the U.S.: General obligations 3,678 3,681 3,687 3,700 Revenue obligations 3,230 3,232 701 713 Industrial development and similar obligations 0 0 0 0 Mortgage-backed securities (MBS): Pass-through securities: Guaranteed by GNMA 277 283 3,750 3,784 Issued by FNMA and FHLMC 725 729 338 335 Other pass-through securities 0 0 0 0 Other mortgage-backed securities- (Include CMOs, REMICs, and Stripped MBS): Issued or guaranteed by FNMA, FHLMC, or GNMA 1,143 1,127 3,766 3,759 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 500 500 0 0 Foreign debt securities 0 0 0 0 Equity securities: Investments in mutual funds Other equity securities with readily determinable fair values 0 0 749 752 All other equity securities (1) 0 0 1,779 1,779 Total (4) 33,214 33,170 47,352 47,461 (1) Includes equity securities without readily determinable fair values at historical cost. (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 mortgage back securitites) 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. (4) Includes Parent and Subsidiary. 26 Investment Securities Unrealized Gains/(Losses) June 30, 1997 Unrealized Unrealized Net Gains Losses Gains/Losses U.S. Treasury Securities 68 33 (35) Obligations of U.S. Government Agencies and Corp 354 355 (1) Obligations of States and Political Subdivisions 56 25 (31) Fed Reserve & Corp Stock 0 0 0 Totals 478 413 65 Maturity and Portfolio Percentages June 30, 1997 (in thousands) After One Year After Five Years After Within One Year Within Five Years Within Ten Years Ten Years Amount % Amount % Amount % Amount % 6/30/97 $26,681 (33%) $25,832 (32%) $16,725 (21%) $11,437 (14%) 6/30/96 $ 5,329 (7%) $38,620 (50%) $22,895 (30%) $10,501 (13%) 6/30/95 $ 3,279 (5%) $49,381 (73%) $11,609 (17%) $ 3,655 (5%) 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%) Maturity and Yield on Securities June 30, 1997 (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 $23,817 6.64% $19,536 6.87% $12,458 6.94% $10,511 7.33% State and Political Subdivisions* $ 2,364 7.03% $ 6,296 6.73% $ 1,735 7.59% $ 926 7.65% All Others $ 500 6.12% $ - -% $ 2,532 6.92% $ - -% TOTALS $26,681 6.67% $25,832 6.57% $16,725 7.01% $11,437 7.36% <FN> *Yields on tax free investments are stated herein on a taxable equivalent basis. Parent Company's investments are included in the table. 27 Return on Equity and Assets Return on assets is a measurement of the firms ability to maximize asset utilization. Total assets at 6/30/97 was $333,020,000. Efforts continue to focus on positioning the company for future growth and profitability through improvements in technology, solid growth in the deposit base and efficient utilization of the branch distribution system. Accelerated asset growth coupled with rising interest rates had a significant impact on earnings in 1995. Results of operations for 1996 and second quarter of 1997 reflect continuous improvement. The company's strategic plan addresses objectives to sustain improved earnings, maintain a quality loan and investment portfolio and to maintain market share by providing quality customer service. The Bank's management and employees are rewarded with incentive compensation based on various factors including the level of ROA achieved at year end. A return on assets of 2.00% is required if maximum benefits are to be realized. Total Shareholder's equity (including Loan Loss Reserve) of First Citizens Bancshares as of 6/30/97 was $34,161,000 compared to $27,728,000 at 06/30/96. Percentage of Dividends declared per common share to net income per common share increased on a consistent basis for the years under comparison when 1995 is excluded. Suppressed earnings in 1995 distorted the ratio. Number of shares outstanding continues to increase as a result of shares issued on a quarterly basis to service the Dividend Reinvestment Program. A stock repurchase program has been proven to be ineffective in creating availability of shares. Shareholders continue to express an interest in buying additional stock rather than selling shares. Under terms of the repurchase program, the company would repurchase up to $200,000 of Bancshares' stock in a calendar quarter on a first come first served basis. Second quarter, 1997 "Application was made to increase the allocation of stock to service the Dividend Reinvestment Program by 200,000 shares". 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. 28 The table below presents for First Citizens Bancshares, Inc. certain operating ratios year-to-date as of June 30: (not annualized) 1997 1996 1995 1994 Percentage of Net Income to: Average Total Assets .72% .65% .50% .65% Average Shareholders Equity 7.61% 7.09% 5.51% 7.06% Percentage of Dividends Declared Per Common Share to Net Income Per Common Share 26.09% 24.95% 32.28% 23.81% *Percentage of Average Shareholders' Equity to Average Total Assets 10.23% 9.87% 9.98% 9.92% *Represents primary capital - including reserve for loan losses account 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 support adequate liquidity. In addition, membership in the Federal Home Loan Bank avails the bank of a potential creidt line exceeding $45,000,000. During the quarter just ended borrowings from this liquidity source averaged $31,416,000 per day. Strong loan demand and seasonal growth in agricultural lines of credit historically places the bank in a tight liquidity position May through October. Loan to deposit ratio excluding repurchase agreements and Federal Home Loan Bank borrowings is 84.74% at 6/30/97. Deposit growth since year end was slightly over 2.5%, while loan growth exceeded 5.44 percent. Loan to asset ratio for the same period is 66.68%. Historical liquidity analysis of second and third quarter of each year confirm an illiquid cash flow due to funding agriculture lines of credit. However, by November of each year the liquidity position improves and the bank moves from borrowing short term funds to a position of selling short term funds. Projected short term borrowings for July 1, 1997 to October 31, 1997 are expected to range from $6 - $12 million. To address liquidity concerns the bank has the following sources available: (1) Approved lines of credit with the Federal Home Loan Bank totaling $14.5 million and correspondent banks totaling $8.5 million; (2) Loans in excess of $67 million maturing in one year or less; and (3) Investment Securities totaling $26 million with maturity dates of one year or less. At June 30, 1997 Federal Home Loan Borrowings totaled $10 million. Other sources of liquidity or non-core fundings is the State of Tennessee (jumbo CDs). The state has $20 million in CDs with First Citizens as of 6/30/97. The average rate associated with these deposits is 5.60%. These funds are utilized to earmark specific asset needs. 29 Interest rate sensitivity varies with different type 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. Simulations are utilized for interest rate risk management over gap statements due to the validity of the data. Gap statements do not reflect actual characteristics of the bank. 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 net interest income exposure to Tier I Capital shall not exceed 2.00%. Interest rate risk is separated and analyzed according to the following categories of risk: (1) repricing (2) yield curve (3) option risk (4) price risk and (5) basis risk. Trading assets are utilized infrequently and are addressed in the investment policy. Any unfavorable trends reflected in interest rate margins will cause an immediate adjustment to the bank's gap position or asset/liability management strategies. The following data schedule reflects a summary of First Citizens' interest rate risk using simulations. The projected 12 month exposure is based on 5 different rate movements (flat, rising, or declining). Three different rate scenarios were used for rising rates since First Citizens is liability sensitive. Interest Rate Risk (in thousands) 1997 1996 Fixed Rate Loans > 5 Years $15,724 $9,620 $2 million of this is matched with FHLB Exposure - 1997 vs 1996 - Actual results from prior year $ 94 positive Exposure - 1997 vs 1995 - Actual results from prior year $155 positive Ranges Ranges Projected 12 month exposure, utilizing 5 rate scenarios (Pos or Neg) $ 87 $ 345 Tier I Capital 31,374 31,374 Percent of Tier I Capital 0.28% 1.10% Policy 2.00% 2.00% 30 CONDENSED GAP REPORT ------------------------------------ FIRST CITIZENS NATIONAL BANK CURRENT BALANCES DYERSBURG, TN ----------------------------------- 06/30/97 (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 CASH AND DUE FROM 14,026 - - - - - - - 14,026 MONEY MARKET 204 204 - - - - - - - TOTAL CASH & DUE FROM 14,230 204 - - - - - - 14,026 INVESTMENTS US TREASURIES 8,027 - - - - 1,700 1,777 1,987 2,563 US AGENCIES 44,105 - - - - 3,424 3,423 4,052 33,206 VARIABLE AGENCIES 13,493 - - 3,500 500 5,000 4,493 - - MUNICIPALS 11,321 - - - - 1,000 1,364 1,683 7,274 CORP & OTHERS 500 - - - 500 - - - - EQUITIES 2,531 - - - - - - - 2,531 TOTAL INVESTMENTS 79,977 - - 3,500 1,000 11,124 11,057 7,722 45,574 LOANS COMMERCIAL FIXED 29,806 - 2,299 1,219 550 3,426 9,492 2,226 10,594 COMMERCIAL VARIABLE 13,777 - 13,777 - - - - - - REAL ESTATE- VARIABLE 17,877 - 16,765 - 4 1,108 - - - REAL ESTATE FIXED 127,472 - 1,977 4,470 1,734 12,339 11,868 17,782 77,302 HOME EQUITY LOANS 5,052 - 4,432 - - - 620 - - SEC MORTGAGE 762 - - - - - - - 762 INSTALLMENT LOANS 23,348 - 545 295 296 823 1,737 4,142 15,510 INSTALLMENT VARIABLE 39 - 39 - - - - - - FINANCE COMPANY 1,098 - - - - - 1,098 - - FLOOR PLAN 445 445 - - - - - - - CREDIT CARDS 1,689 - - - - - 1,689 - - FACTORING REC 136 - - - - - - 136 - OVERDRAFTS 489 - 489 - - - - - - NON-ACCRUAL LOANS 884 - - - - - - - 884 TOTAL LOANS 222,874 445 40,323 5,984 2,584 17,696 26,504 24,286 105,052 LOAN LOSS RESERVE 2,596 - - - - - - - 2,596 NET LOANS 220,278 445 40,323 5,984 2,584 17,696 26,504 24,286 102,456 FED FUNDS SOLD TOTAL EARNING ASSETS 300,255 445 40,323 9,484 3,584 28,820 37,561 32,008 148,030 OTHER ASSETS BUILDING, F&F & LAND 8,239 - - - - - - - 8,239 OTHER ASSETS 8,729 - - - - - - - 8,729 TOTAL OTHER ASSETS 16,968 - - - - - - - 16,968 TOTAL ASSETS 331,453 649 40,323 9,484 3,584 28,820 37,56 132,008 179,024 DEMAND DEPOSITS 26 - - - - - - - 26 TOTAL DEMAND 26 - - - - - - - 26 31 CONDENSED GAP REPORT ------------------------------------ FIRST CITIZENS NATIONAL BANK CURRENT BALANCES DYERSBURG, TN ----------------------------------- 06/30/97 (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 17,234 17,234 - - - - - - - NOW ACCOUNTT 25,490 25,490 - - - - - - - BUSINESS CHECKING 201 201 - - - - - - - IMF MMDA 12,160 12,160 - - - - - - - FIRST RATE ACCOUNT 22,988 22,988 - - - - - - - DOGWOOD CLUB 4,442 4,442 - - - - - - - TOTAL SAVINGS 82,515 82,515 - - - - - - - TIME DEPOSITS CD 1-2 MONTHS 6,868 - 4,237 629 2,002 - - - - CD 3 MONTHS 898 - 435 185 230 48 - - - CD 4-5 MONTHS 14,857 - 726 2,026 2,000 10,105 - - - CD 6 MONTHS 22,003 - 4,341 2,690 3,191 10,644 1,137 - - CD 7-11 MONTHS 2,846 - 643 549 669 604 381 - - CD 12 MONTHS 14,511 - 513 2,047 2,118 4,295 5,366 172 - CD 13-17 MONTHS 7,974 - - - 111 14 5,167 2,682 - CD 18-23 MONTHS 742 - - - 47 208 70 417 - CD 24 MONTHS 6,836 - 258 59 19 539 1,364 4,587 10 CD 25-30 MONTHS 7,682 - 17 - 6 121 913 6,521 104 CD 31-59 MONTHS 12,456 - 1,868 198 607 1,581 3,439 506 4,257 CD 31-59 MONTHS VARIABLE 102 - - 12 - - 75 - 15 CD 60 MONTHS 6,296 - 299 120 107 417 966 2,071 2,316 CD 60 MONTH VAR. 1,052 - - - - 1,052 - - - CD SWEET 16 25,475 - 1,805 1,962 2,042 2,330 11,322 6,014 - CD 7 MONTHS 2,259 - 609 546 276 405 423 - - IRA FLOATING 183 - 183 - - - - - - IRA FIXED 20,347 - 581 911 663 1,751 4,241 6,414 5,786 CHRISTMAS CLUB 295 - - - - - 295 - - TOTAL TIME 153,682 - 16,515 11,934 14,088 34,114 35,159 29,384 12,488 TOTAL DEPOSITS 236,223 82,515 16,515 11,934 14,088 34,114 35,159 29,384 12,514 FED FUNDS PURCHASED 2,400 - 2,400 - - - - - - TT&L 1,000 1,000 - - - - - - - SECURITIES SOLD- SWEEP 14,159 14,159 - - - - - - - SECURITIES SOLD- FIXED 7,385 - 5,600 499 600 200 - 386 100 FHLB-SHORT TERM 3,975 3,975 - - - - - - - FHLB-LIBOR INVEST.1,947 - 1,947 - - - - - - FHLB-LONG TERM 1,965 - - - - - - - 1,965 FHLB-PRIME RATE ADVANCE 2,497 2,497 - - - - - - - NOTES PAYABLE- FINANCE 1,112 112 - - - - 1,000 - - TOTAL SHORT TERM BORR. 36,440 21,743 9,947 499 600 200 1,000 386 2,065 OTHER LIAB. 2,147 - - - - - - - 2,147 TOTAL OTHER LIAB. 2,147 - - - - - - - 2,147 TOTAL LIAB. 274,810 104,258 26,462 12,433 14,688 34,314 36,159 29,770 16,726 CAPITAL STOCK, SURPLUS, P.I.C 6,000 - - - - - - - 6,000 UNREALIZED GAIN (LOSSES) 66 - - - - - - - 66 UNDIVIDED PROFITS 23,936 - - - - - - - 23,936 TOTAL CAPITAL 30,002 - - - - - - - 30,002 TOTAL LIAB'S & CAPITAL 304,812 104,258 26,462 12,433 14,688 34,314 36,159 29,770 46,728 GAP (SPREAD) - -103,609 13,861 -2,949 -11,104 -5,494 1,402 2,238 132,296 GAP % TOTAL ASSETS - -31.26 4.18 -0.89 -3.35 -1.66 0.42 0.68 39.91 CUMULATIVE GAP - -103,609-89,748-92,697-103,801-109,295-107,893-105,655 -26,641 CUM GAP % TOTAL ASSETS - -31.26 -27.08 -27.97 -31.32 -32.97 -32.55 -31.88 8.04 SENSITIVITY RATIO - 0.01 0.31 0.35 0.34 0.43 0.53 0.59 1.09 32 NOTES TO THE GAP REPORT 1. The gap report reflects interest sensitivity positions during a flat rate environment. These time frames could change if rates rise or fall. 2. Repricing over-rides maturity in various time frames. 3. Demand deposits are placed in the last time frame due to lack of interest sensitivity. Our demand deposits are considered core deposits. 4. Savings accounts are placed into the +2 year time frame. In a flat rate environment, saving accounts tend not to reprice or liquidate. Savings deposits become price sensitive after a major increase in the 6 month CD rate. These accounts are placed in this category instead of the variable position due to history and characteristics. These accounts are considered core deposits. 5. Simulations will be utilized to reflect the impact of multiple rate scenarios on net interest income. Decisions should be made that increase net interest income, while always considering the impact on interest rate risk. Overall, the bank will manage the gap between rate sensitive assets and rate sensitive liabilities to expand and contract with the rate cycle phase. Approxiamtely 20% - 30% of our CD customers have maturities of 6 months or less. First Citizens will attempt to minimize interest rate risks by increasing the volume of variable rate loans within the portfolio. The bank should limit the net interest income exposure to a maximum of 2.00% of tier I capital. (Example .02 x $26,857,000 = $537,140). The bank's Asset/Liability Committee will try to improve nee interest income through volume increases and better pricing techniques. Long term fixed rate positions should be held to a minimum, by increasing variable rate loans. The over 5 year fixed rate loans should be held to less than 25% assets, unless they are funded with Federal Home Loan Bank matched funds. These maximum limits are the high points and the ALCO will strive to keep the amount below this point. The dynamic 03/31/96 gap reports reflects an exposure of $121,000 to $338,000 if rate risk reports on a quarterly basis. (Examples: historical margins graphed and multiple scenarios reflecting income exposure and as a percent of tier I capital. Subsidiaries as well as the Parent Company will adhere to providing above average margins and reviewing the various material risks. New products and services will be reviewed for risk by the Product Development Committee. 6. FCNB would benefit from a flat rate environment. If interest rates rise rapidly, net interest income could be adversely impacted. First Citizens Liquidity could be negatively impacted should interest rates drop prompting an increase in loan demand. Adequate lines of credit are available to handle liquidity needs. 33 Capital Resources Total shareholders' equity of First Citizens Bancshares as of June 30, 1997, was $31,565,000. Capital as a percentage of total assets for the quarter ending June 30, is presented in the following table for the years indicated (excluding Loan Loss Reserves): 1997 1996 1995 1994 1993 9.48% 8.93% 9.09% 9.14% 8.82% Increasing the capital base of the Company is a vital part of strategic planning. Although the present capital to asset ratio remains well in excess of the level required by regulators for banks our size, management is aware of the importance of this base. 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. The minimum risk-based capital ratio established by the Federal Reserve is 8 percent. At least one-half or 4% must consist of core capital (Tier 1), and the remaining 4% 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 years included in the above table. Risk-based capital ratio as of 6/30/97 was 14.82%, significantly in excess of the 8% mandated by 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. While the current inflationary environment appears stable, efforts to monitor the situation for any indication of change will be ongoing. 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. 34 Part II - Other Information Item 1. 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 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 6/30/97. 35 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 12, 1997 /s/Katie Winchester Katie Winchester, President & CEO Date: August 12, 1997 /s/Jeff Agee Jeff Agee, Senior Vice President & Chief Financial Officer First Citizens National Bank (Principal Subsidiary)