FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended March 31, 1997 Commission File Number 0-11172
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
South Carolina 57-0738665
- ------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
1230 Main Street
Columbia, South Carolina 29201
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (803) 733-3456
No Change
- --------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report.)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES |X| NO |_|
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at April 30, 1997
----- --------------------------------
Voting Common Stock, $5.00 Par Value 892,813 Shares
Non-voting Common Stock, $5.00 Par Value 36,409 Shares
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
- --------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEET - UNAUDITED (dollars in thousands)
March 31, December 31, March 31,
1997 1996 1996
----------- ----------- -----------
=20
ASSETS
Cash and due from banks $ 93,561 $ 103,844 $ 64,178
----------- ----------- -----------
Interest-bearing deposits in financial institutions 9,575 11,300 12,150
----------- ----------- -----------
Investment securities:
Held-to-maturity 499,280 467,798 462,464
Available-for-sale 18,768 17,653 14,173
----------- ----------- -----------
Total securities 518,048 485,451 476,637
----------- ----------- -----------
Federal funds sold 15,600 0 18,500
Gross loans and discounts 1,302,803 1,269,779 1,139,290
Less: Reserve for loan losses (24,097) (23,483) (21,632)
----------- ----------- -----------
Net loans and discounts 1,278,706 1,246,296 1,117,658
----------- ----------- -----------
Other real estate owned 656 518 635
Other assets 102,120 100,290 91,347
----------- ----------- -----------
TOTAL ASSETS $ 2,018,266 $ 1,947,699 $ 1,781,105
=========== =========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand 297,574 $ 283,590 250,021
Time & Savings 1,415,899 1,377,482 1,286,062
----------- ----------- -----------
Total deposits 1,713,473 1,661,072 1,536,083
Other liabilities 166,663 153,986 128,447
----------- ----------- -----------
TOTAL LIABILITIES 1,880,136 1,815,058 1,664,530
----------- ----------- -----------
Stockholders' Equity:
Preferred stock 3,282 3,282 3,282
Non-voting common stock - $5.00 par value, authorized
1,000,000; issued and outstanding March 31, 1997 and
December 31, 1996 - 36,409 and March 31, 1996 - 47,720 182 182 239
Voting common stock - $5.00 par value, authorized 2,000,000;
issued and outstanding March 31, 1997, December 31, 1996
and March 31, 1996 - 892,813 4,464 4,464 4,464
Surplus 55,000 55,000 55,000
Undivided profits 65,453 60,688 47,014
Unrealized gain on investment securities available-for-sale, 9,749 9,025 6,576
net of taxes ----------- ----------- -----------
TOTAL STOCKHOLDERS' EQUITY 138,130 132,641 116,575
----------- ----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,018,266 $ 1,947,699 $ 1,781,105
=========== =========== ===========
Page 2
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
(dollars in thousands, except for per share amounts)
Quarter Ended March 31,
---------------------------------
1997 1996 % Change
---------------------------------
Interest income and fees:
Loans $ 27,526 $ 24,570 12.03%
United States Government obligations 6,394 6,396 -0.03%
Mortgage-backed securities 24 29 -17.24%
Tax-exempt securities 545 569 -4.22%
Other securities and federal funds sold 803 634 26.66%
-------- --------
35,292 32,198 9.61%
-------- --------
Interest expense:
Deposits 13,210 12,705 3.97%
Short-term borrowings 1,922 1,314 46.27%
Long-term borrowings 189 227 -16.74%
-------- --------
15,321 14,246 7.55%
--------
Net interest income 19,971 17,952 11.25%
Provision for loan losses 997 1,020 -2.25%
-------- --------
Net interest income after
provision for loan losses 18,974 16,932 12.06%
-------- --------
Noninterest income:
Service charges on deposit accounts 3,272 2,705 20.96%
Fees for other customer services 1,807 1,616 11.82%
Other 522 551 -5.26%
-------- --------
5,601 4,872 14.96%
-------- --------
Noninterest expense:
Salaries and employee benefits 7,940 6,994 13.53%
Net occupancy expense 659 594 10.94%
Furniture and equipment expense 418 370 12.97%
Depreciation expense 912 759 20.16%
Amortization of intangibles 2,129 1,586 34.24%
Other 5,039 4,909 2.65%
-------- --------
17,097 15,212 12.39%
-------- --------
Income before income taxes 7,478 6,592 13.44%
Applicable income taxes 2,670 2,432 9.79%
-------- --------
Net Income $ 4,808 $ 4,160 15.58%
======== ========
Net Income per common share $ 5.13 $ 4.38 17.09%
Weighted average common shares outstanding 929,222 940,893 -1.24%
Page 3
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED
(dollars in thousands):
Non- Unrealized Total
Voting Voting Gain on Stock-
Preferred Common Common Undivided Investment holders'
Stock Stock Stock Surplus Profits Securities Equity
--------- --------- --------- ---------- ----------- ------------ ----------
Balance at December 31, 1995 3,282 254 4,464 55,000 43,152 5,934 112,086
Net income 4,160 4,160
Preferred stock dividends (43) (43)
Reacquired non-voting
common stock (15) (255) (270)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 642 642
------ ---- ------ ------- ------- ------ --------
Balance at March 31, 1996 3,282 239 4,464 55,000 47,014 6,576 116,575
Net income 14,794 14,794
Preferred stock dividends (128) (128)
Reacquired non-voting
common stock (57) (992) (1,049)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 2,449 2,449
------ ---- ------ ------- ------- ------ --------
Balance at December 31, 1996 3,282 182 4,464 55,000 60,688 9,025 132,641
Net income 4,808 4,808
Preferred stock dividends (43) (43)
Change in unrealized gain
on investment securities
available-for-sale, net of taxes 724 724
------ ---- ------ ------- ------- ------ --------
Balance at March 31, 1997 $3,282 $182 $4,464 $55,000 $65,453 $9,749 $138,130
====== ==== ====== ======= ======= ====== ========
Page 4
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (dollars in thousands)
Three Months Ended
March 31,
----------------------
1997 1996
----------------------
Cash Flows From Operating Activities
Net Income $ 4,808 $ 4,160
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 997 1,020
Depreciation and amortization 3,041 2,345
Amortization/(accretion) of investment securities (54) (48)
Provision for deferred income taxes (6,143) (83)
Gains on sales of premises and equipment (4) (3)
(Increase)/decrease in interest income accrued, not collected 25 (248)
(Decrease)/increase in accrued interest payable (147) 6
Originations of loans held for resale (65,199) (14,959)
Proceeds from sales of loans held for resale 60,650 12,725
Gains on sales of loans held for resale (174) (60)
Decrease/(increase) in other assets 4,297 (503)
Increase in other liabilities 2,840 1,218
Other operating activities 0 0
----------------------
Net Cash Provided By Operating Activities 4,937 5,570
======================
Cash Flows From Investing Activities:
Net increase in loans (28,666) (23,278)
Proceeds from maturities of investment securities, held to maturity 63,245 52,200
Purchases of investment securities, held to maturity (94,673) (62,821)
Net decrease in interest bearing deposits 1,725 525
Increase in federal funds sold (15,600) (18,500)
Proceeds from sales of premises and equipment 66 27
Purchases of premises and equipment (1,461) (1,532)
Net increase/(decrease) in other real estate owned (138) (162)
Net increase in intangible assets (165) 92
Purchase of institutions, net of cash acquired 15,355 4,543
----------------------
Net Cash Used In Investing Activities (60,312) (48,906)
======================
Cash Flows From Financing Activities:
Net increase in deposits 35,151 35,361
(Decrease)increase in federal funds purchased and securities sold
under agreements to repurchase 10,409 (16,001)
Term loan payments (425) (425)
Cash dividends paid (43) (43)
Reacquired common stock 0 (270)
----------------------
Net Cash Provided By Financing Activities 45,092 18,622
======================
(Decrease)/increase in cash and due from banks (10,283) (24,714)
Cash and due from banks at beginning of period 103,844 88,892
----------------------
Cash and due from banks at end of period $ 93,561 $ 64,178
======================
Supplemental disclosures of cash flow information:
Interest paid $ 15,174 $ 14,251
======================
Income taxes paid $ 212 $ 170
======================
Page 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- --------------------------------------------------------------------------------
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of Bancorporation's significant accounting policies is set forth in
Note 1 to the Consolidated Financial Statements in Bancorporation's Annual
Report on Form 10-K for 1996. The significant accounting policies used during
the current quarter are unchanged from those disclosed in the 1996 Annual
Report.
In June 1996, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 125 "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities". This
statement which is effective for transactions on or after January 1, 1997
establishes a new framework for accounting for transfers, sales and servicing of
financial assets and extinguishments of liabilities. The statement requires an
entity to recognize each of the components of the financial instruments it
controls, derecognize the components of the assets it has surrendered control
over and derecognize liabilities which it has paid or been legally released
from. Given that Bancorporation had previously adopted SFAS 122, "Accounting for
Mortgage Servicing Rights", the affects of adopting SFAS No. 125 were not
material to the consolidated financial statements.
MANAGEMENT'S OPINION
The preceding financial statements and the notes thereto are unaudited; however,
in the opinion of management, all adjustments comprising all normal recurring
accruals necessary for a fair presentation of financial statements have been
included. Certain amounts in prior periods have been reclassified to conform to
the 1997 presentation.
Page 6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
SUMMARY: (dollars in thousands)
Quarter ended
March 31,
----------------------------
SELECTED AVERAGE BALANCES: 1997 1996
---------- ----------
Total assets $1,987,840 $1,796,861
Gross loans 1,279,449 1,120,525
Short term borrowed funds 161,066 112,174
Long term debt 9,636 11,326
Noninterest bearing deposits 276,141 235,537
Total deposits 1,667,908 1,517,369
Stockholders' Equity 135,848 114,894
QUALITY DATA:
Nonperforming assets 3,473 4,362
Net loan losses 383 541
Reserve for loan losses 24,097 21,632
RATIOS:
Return on assets .97% .94%
Return on equity 14.16% 14.48%
Nonperforming assets to gross .27% .38%
loans
Annualized net chargeoffs to .12% .19%
gross loans
Reserve for loan losses to 1.85% 1.90%
gross loans
Reserve for loan losses times
nonperforming assets 6.94x 4.96x
Bancorporation continues to develop a sales culture, including an incentive
program, and designed to improve earnings and asset growth. Our small business
strategy tested in the first quarter will be implemented statewide during the
remainder of this year. Personal computer banking will be provided in the fourth
quarter and will provide an additional channel of services for our customers.
Updating and improving many of the Bank's locations continues in Ridge Spring,
Bishopville, Boiling Springs and Lancaster. The acquisition of additional
branches from other South Carolina banks will increase assets by approximately
eighty million dollars in June 1997.
INVESTMENT SECURITIES: (dollars in thousands)
As of March 31, 1997, the investment portfolio was $518,048 compared to $476,637
for the same period in 1996. Bancorporation continues to invest primarily in
short-term U.S. Government obligations thereby minimizing credit, interest rate
and liquidity risk. The portfolio was comprised of 88.56% U.S. Government
obligations as of March 31, 1997 as compared to 87.96% for the same period in
1996. The remainder of the investment portfolio principally consists of
municipal bonds owned by the Bank and equity securities owned by Bancorporation.
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
- --------------------------------------------------------------------------------
ACQUISITIONS: (dollars in thousands)
In the first quarter of 1997, the Registrant purchased assets and assumed
deposits of an office of another financial institution. Total assets purchased
were $605. Deposits assumed totaled $17,247. Premiums of $1,542 were paid for
deposits and were assigned to core deposit intangibles. An acquisition of four
branches from another institution is planned for the second quarter of 1997.
Total assets purchased will be approximately $5,000 and deposits assumed will be
approximately $81,000. The premium to be paid for this acquisition is based on
deposit levels at closing and is estimated to be $6,900.
LOANS:
Growth in loans is attributed primarily to acquisitions and strong loan demand.
The loan portfolio mix did not change significantly and no major change is
expected in 1997. The growth was funded by deposits acquired through
acquisitions and growth in core deposits and short-term borrowings.
CAPITAL RATIOS:
March 31
--------------------
1997 1996
---- ----
Tier I leverage ratio 5.74% 5.52%
Risk based capital ratio total 10.44% 10.53%
Tier I 8.98% 8.86%
Tier II 1.46% 1.67%
Regulatory agencies divide capital into Tier I, consisting of stockholders'
equity less ineligible intangible assets, and Tier II, consisting of the
allowable portion of the reserve for loan losses and certain long-term debt.
Capital adequacy is measured by applying both capital levels to the Bank's
risk-adjusted assets and off-balance sheet items. Regulatory requirements
presently specify that Tier I capital should exclude the market appreciation or
depreciation of securities available-for-sale arising from valuation adjustments
under SFAS 115. In addition to these capital ratios, regulatory agencies have
established a Tier I leverage ratio which measures Tier I capital to average
assets less ineligible intangible assets.
Regulatory guidelines require a minimum total capital to risk-adjusted assets
ratio of 8 percent (with 50 percent consisting of tangible common stockholders'
equity) and a minimum Tier I leverage ratio of 3 percent. Banks which meet or
exceed a Tier I ratio of 6 percent, a total capital ratio of 10 percent and a
Tier I leverage ratio of 5 percent are considered well capitalized by regulatory
standards.
Although acquisitions in the first quarter reduced Tier I capital by $1,542, the
Bank remains well capitalized by regulatory standards. Although the effect of
the expected acquisition in the second quarter will affect risk-based capital,
that transaction is not expected to affect the Bank's status as well capitalized
by regulatory standards.
Page 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
NET INTEREST INCOME (Continued):
Taxable Equivalent Rate/Volume Variance Analysis* (dollars in thousands)
------------------------------------------------------------------------------
For Three Months Ended March 31,
Average Volume Interest Average Rate
---------------------------- ------------------ --------------------
1997 1996 1997 1996 1997 1996
---- ---- ---- ---- ---- ----
Interest-earning assets:
Loans $1,279,449 $1,120,525 $27,613 $24,655 8.75 8.85
Taxable investment securities 454,941 430,520 6,488 6,511 5.78 6.08
Non-taxable investment securities 39,476 42,101 838 875 8.49 8.31
Federal funds sold 44,693 26,958 566 347 5.14 5.18
Other earning assets 10,894 12,177 167 200 6.22 6.61
---------- ---------- --------- -------
Total interest-earning assets 1,829,453 1,632,281 35,672 32,588 7.91 8.03
---------- ---------- --------- -------
Noninterest-earning assets:
Cash and due from banks 80,803 67,592
Premises and equipment 50,815 44,784
Other, less reserve for loan losses 26,769 25,204
---------- ---------
Total noninterest-earning assets 158,387 137,580
---------- ---------
TOTAL ASSETS $1,987,840 $1,769,861
========== ==========
Interest-bearing liabilities:
Deposits 1,391,767 $1,281,832 13,210 12,705 3.85 3.99
Federal funds purchased and securities
sold under agreements to repurchase 161,066 112,174 1,922 1,314 4.84 4.71
Long-term debt 9,636 11,326 189 227 7.95 8.06
---------- ---------- --------- --------
Total interest-bearing liabilities 1,562,469 1,405,332 15,321 14,246 3.98 4.08
========== ==========
Noninterest-bearing liabilities:
Demand deposits 276,141 235,537
Other liabilities 13,382 14,098
---------- ----------
Total noninterest-bearing liabilities 289,523 249,635
---------- ----------
Stockholders' equity 135,848 114,894
---------- ---------- --------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $1,987,840 $1,769,861 15,321 14,246 3.93 3.95
========== ========== --------- ---------- ===== =====
Interest rate spread
Net interest margin $20,351 18,342 4.51 4.52
========= =========== ===== =====
Variance Due To
Rate Volume Variance
------ --------- --------
Interest-earning assets:
Loans ($520) $ 3,478 $ 2,958
Taxable investment securities (376) $ 353 (23)
Non-taxable investment securities 19 ($ 56) (37)
Federal funds sold (9) $ 228 219
Other earning assets (13) ($ 20) (33)
------ --------- --------
Total interest-earning assets (899) 3,983 3,084
------ --------- --------
Noninterest-earning assets:
Cash and due from banks
Premises and equipment
Other, less reserve for loan losses
Total noninterest-earning assets
TOTAL ASSETS
Interest-bearing liabilities:
Deposits ($553) $ 1,058 $ 505
Federal funds purchased and securities
sold under agreements to repurchase 16 $ 592 608
Long-term debt (4) ($ 34) (38)
------ -------- --------
Total interest-bearing liabilities (541) 1,616 1,075
------ -------- --------
Noninterest-bearing liabilities:
Demand deposits
Other liabilities
Total noninterest-bearing liabilities
Stockholders' equity
------ -------- --------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY (541) 1,616 1,075
Interest rate spread
------ -------- --------
Net interest margin ($358) $ 2,367 $ 2,009
====== ======== ========
* Interest income and rates are presented on a fully taxable equivalent basis
using the federal income tax rate and state taxes, as applicable.
Page 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
- --------------------------------------------------------------------------------
NET INTEREST INCOME: (dollars in thousands)
The increase in net interest income in the first quarter was due to increased
levels of interest earning assets, primarily loans, as well as higher yields and
lower cost of interest bearing liabilities for the quarter ended March 31, 1997.
The yield increased on non-taxable investment securities due to replacing
matured securities with investments at a higher yield.
PROVISION AND RESERVE FOR LOAN LOSSES: (dollars in thousands)
The provision for loan losses reflects management's assessment of the adequacy
of the allowance for loan losses to absorb potential losses inherent in the loan
portfolio due to a decline in credit conditions or change in risk profile.
Factors considered in this assessment include growth and mix of the loan
portfolio, current and anticipated economic conditions and historical credit
loss experience.
Provision and Reserve for Loan Losses: (dollars in thousands)
Quarter ended
March 31,
-------------------------
Reserve for loan losses: 1997 1996
-------- --------
Balance at beginning of period $ 23,483 $ 21,153
Provision for loan losses 997 1,020
-------- --------
Chargeoffs (618) (784)
Recoveries 235 243
-------- --------
Net chargeoffs (383) (541)
-------- --------
Balance at end of period $ 24,097 $ 21,632
======== ========
Nonperforming assets $ 3,473 $ 4,362
Annualized net chargeoffs to:
Average loans .12% .19%
Loans at end of period .12% .19%
Reserve for loan losses 6.36% 10.00%
NONINTEREST INCOME AND EXPENSE: (dollars in thousands)
Total noninterest income increased $729 or 14.96% for the quarter ended March
31, 1997. Most of the increase was due to increases in service charges collected
on deposit accounts.
Total noninterest expense was up $1,885 or 12.39% for the quarter ended March
31, 1997. Most of the increase in the period was due to an increase in salary
and employee benefits, and goodwill amortization related to new branch
acquistions.
Page 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Neither Registrant nor its subsidiary, First-Citizens Bank and Trust Company of
South Carolina, nor its subsidiaries, are a party to, nor is any of their
property the subject of, any material or other pending legal proceeding, other
than ordinary routine proceedings incidental to their business.
Item 2. Changes in Securities.
Not Applicable.
Item 3. Defaults upon Senior Securities.
Not Applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not Applicable.
Item 5. Other Information (dollars in thousands).
On March 21, 1997, Registrant purchased the assets and assumed the deposits of
one office of another financial institution located in Sumter, South Carolina.
Total assets purchased were $605 and deposits assumed totaled $17,247. A premium
of $1,542 was paid on deposits purchased and was assigned to core deposit
intangible and will be amortized over five years using the straight-line method
of amortization.
Pro forma financial information is not attached for the purchase since the
business acquired is not considered a "significant subsidiary" per Rule 1-02(v).
Registrant also has entered into an agreement to purchase four offices from
another institution. Total assets purchased will be approximately $5,000 and
deposits assumed will be approximately $81,000. The premium to be paid for this
acquisition is based on deposit levels at closing and is estimated to be $6,900.
This acquisition is expected to close in the second quarter of 1997.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
11 Statement Re Computation of Earnings Per Share
27 Financial Data Schedule
(b) No reports on Form 8-K were filed during the quarter ended March 31, 1997
Page 11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FIRST CITIZENS BANCORPORATION
OF SOUTH CAROLINA, INC.
(Registrant)
Dated: _____________________ By:
-------------------------------
Jay C. Case, Treasurer
(Chief Financial Officer)
Page 12