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 September 30, 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 October 31, 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) September 30, December 31, September 30, 1997 1996 1996 ----------- ------------ -------------- ASSETS Cash and due from banks $95,303 $103,844 $73,939 ------- -------- ------- Interest-bearing deposits in financial institutions 8,325 11,300 11,300 Investment securities: Held-to-maturity 545,610 467,798 451,039 Available-for-sale 29,883 17,653 16,038 ------- ------- ------- Total securities 575,493 485,451 467,077 ------- -------- ------- Federal funds sold 0 0 4,300 Gross loans 1,382,262 1,269,779 1,250,174 Less: Reserve for loan losses (25,564) (23,483) (23,587) ------- -------- ------- Net loans 1,356,698 1,246,296 1,226,587 ------- -------- ------- Other real estate owned 490 518 776 Other assets 110,607 100,290 99,030 ------- -------- ------- TOTAL ASSETS $2,146,916 $1,947,699 $1,883,009 ========== ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Deposits: Demand $303,644 $283,590 $275,377 Time & Savings 1,492,629 1,377,482 1,346,549 --------- --------- --------- Total deposits 1,796,273 1,661,072 1,621,926 Securities sold under repurchase agreements 171,049 132,891 111,748 Other liabilities 28,189 21,095 22,765 --------- --------- --------- TOTAL LIABILITIES 1,995,511 1,815,058 1,756,439 --------- --------- --------- 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 September 30, 1997 and December 31, 1996 - 36,409 and September 30, 1996 - 46,069 182 182 230 Voting common stock - $5.00 par value, authorized 2,000,000; issued and outstanding September 30, 1997, December 31, 1996 and September 30, 1996 - 892,813 4,464 4,464 4,464 Surplus 55,000 55,000 55,000 Undivided profits 76,596 60,688 55,791 Unrealized gain on investment securities available-for-sale, net of taxes 11,881 9,025 7,803 --------- --------- --------- TOTAL STOCKHOLDERS' EQUITY 151,405 132,641 126,570 --------- --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $2,146,916 $1,947,699 $1,883,009 ========== ========= ========= 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 Nine Months Ended September 30, September 30, ---------------------------------------- ----------------------------------- 1997 1996 % 1997 1996 % --------------------------------------- ---------------------------------- Interest income and fees: Loans $30,493 $27,044 12.75% $87,303 $76,911 13.51% United States Government obligations 7,318 6,433 13.76% 20,527 19,292 6.40% Mortgage-backed securities 21 25 -16.00% 68 80 -15.00% Tax-exempt securities 476 496 -4.03% 1,522 1,592 -4.40% Other securities and federal funds sold 569 410 38.78% 1,846 1,456 26.79% ------- ------- ------- ------- ------ ------- 38,877 34,408 12.99% 111,266 99,331 12.02% ------- ------- ------- ------- ------ ------- Interest expense: Deposits 14,676 12,950 13.33% 41,871 38,070 9.98% Short-term borrowings 1,928 1,418 35.97% 5,679 4,022 41.20% Long-term borrowings 225 206 9.22% 598 653 -8.42% 16,829 14,574 15.47% 48,148 42,745 12.64% ------- ------- ------- ------- ------ ------- Net interest income 22,048 19,834 11.16% 63,118 56,586 11.54% Provision for loan losses 448 1,513 -70.39% 2,848 3,823 -25.50% ------- ------- ------- ------- ------ ------- Net interest income after provision for loan losses 21,600 18,321 17.90% 60,270 52,763 14.23% ------- ------- ------- ------- ------ ------- Noninterest income: Service charges on deposit accounts 3,760 3,241 16.01% 10,416 8,762 18.88% Fees for other customer services 2,135 1,791 19.21% 6,032 5,235 15.22% Securities gains 3 0 100.00% 51 0 100.00% Other 526 518 1.54% 1,435 1,657 -13.40% ------- ------- ------- ------- ------ ------- 6,424 5,550 15.75% 17,934 15,654 14.56% ------- ------- ------- ------- ------ ------- Noninterest expense: Salaries and employee benefits 8,071 7,207 11.99% 24,360 21,386 13.91% Net occupancy expense 741 681 8.81% 2,086 1,864 11.91% Furniture and equipment expense 517 419 23.39% 1,313 1,227 7.01% Depreciation expense 1,207 921 31.05% 3,152 2,536 24.29% Amortization of intangibles 2,169 1,912 13.44% 6,509 5,162 26.09% Other 5,575 6,025 -7.47% 15,982 15,905 0.48% ------- ------- ------- ------- ------ ------- 18,280 17,165 6.50% 53,402 48,080 11.07% ------- ------- ------- ------- ------ ------- Income before income taxes 9,744 6,706 45.30% 24,802 20,337 21.96% Applicable income taxes 3,409 2,354 44.82% 8,765 7,173 22.19% ------- ------- ------- ------- ------ ------- Net Income $6,335 $4,352 45.57% $16,037 $13,164 21.82% ======= ======= ======== ======= ====== ======= Net Income per common share $6.77 $4.58 47.86% $17.12 $13.86 23.52% Weighted average common shares outstanding 929,222 940,533 -1.20% 929,222 940,713 -1.22% 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 13,164 13,164 Preferred stock dividends (128) (128) Reacquired non-voting common stock (24) (397) (421) Change in unrealized gain on investment securities available-for-sale, net of taxes 1,869 1,869 ------- -------- -------- ------ --------- ------ --------- Balance at September 30, 1996 3,282 230 4,464 55,000 55,791 7,803 126,570 Net income 5,790 5,790 Preferred stock dividends (43) (43) Reacquired non-voting common stock (48) (850) (898) Change in unrealized gain on investment securities available-for-sale, net of taxes 1,222 1,222 -------- -------- -------- ------ ------- ------ ------- Balance at December 31, 1996 3,282 182 4,464 55,000 60,688 9,025 132,641 Net income 16,037 16,037 Preferred stock dividends (129) (129) Change in unrealized gain on investment securities available-for-sale, net of taxes 2,856 2,856 -------- -------- -------- ------ ------- ------ --------- Balance at September 30, 1997 $3,282 $182 $4,464 $55,000 $76,596 $11,881 $151,405 ======== ======== ======== ======= ======== ======= ======== Page 4 FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARY - -------------------------------------------------------------- CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (dollars in thousands) Nine Months Ended September 30, 1997 --------------------------------- 1997 1996 --------------------------------- Cash Flows From Operating Activities: Net Income $16,037 $13,164 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 2,848 3,823 Depreciation and amortization 9,740 7,705 Accretion of investment securities (116) (178) Provision for deferred income taxes (19,430) (1,519) (Gains)/losses on sales of premises and equipment 2 (105) (Increase)/decrease in interest income accrued, not collected (1,221) 1,500 Increase/(decrease) in accrued interest payable 162 (250) Originations of loans held for resale (51,483) (50,309) Proceeds from sales of loans held for resale 54,852 46,527 Losses/(gains) on sales of loans held for resale 150 (148) Decrease/(increase) in other assets 8,935 (775) Increase/(decrease) in other liabilities 247 (852) ================================= Net Cash Provided By Operating Activities 20,723 18,583 ================================= Cash Flows From Investing Activities: Net increase in loans (113,468) (110,921) Proceeds from maturities of investment securities, held-to-maturity 187,901 62,885 Purchases of investment securities, held-to-maturity (265,597) (61,951) Net decrease in interest bearing deposits 2,975 1,375 Increase in federal funds sold 0 (4,300) Proceeds from sales of premises and equipment 634 427 Purchases of premises and equipment (9,317) (8,214) Decrease/(increase) in other real estate owned 28 (303) Net increase in intangible assets (436) (139) Purchase of institutions, net of cash acquired 77,247 44,988 ================================= Net Cash Used In Investing Activities (120,033) (76,153) ================================= Cash Flows From Financing Activities: Net increase in deposits 47,632 51,200 (Decrease)increase in federal funds purchased and securities sold under agreements to repurchase 38,158 (6,759) Net increase/(decrease) in long term borrowing 5,108 (1,275) Cash dividends paid (129) (128) Reacquired common stock 0 (421) ================================= Net Cash Provided By Financing Activities 90,769 42,617 ================================= Decrease in cash and due from banks (8,541) (14,953) Cash and due from banks at beginning of period 103,844 88,892 ================================= Cash and due from banks at end of period $95,303 $73,939 ================================= 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 was adopted on 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. In that Bancorporation had previously adopted SFAS No. 122, "Accounting for Mortgage Servicing Rights", the effects 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 Nine Months Ended September 30, September 30, ------------------------------ ----------------------------- SELECTED AVERAGE BALANCES: 1997 1996 1997 1996 - -------------------------- ---- ---- ---- ---- Total assets $2,120,210 $1,853,435 $2,048,410 $1,805,148 Gross loans 1,365,995 1,226,628 1,325,418 1,169,535 Short-term borrowed funds 156,463 112,281 155,838 110,885 Long-term debt 11,456 10,476 9,993 10,904 Noninterest bearing deposits 302,211 257,164 290,402 248,665 Total deposits 1,789,980 1,592,218 1,726,618 1,549,860 Stockholders' Equity 147,188 124,234 141,518 119,638 QUALITY DATA: - ------------- Nonperforming assets 3,183 3,413 3,183 3,413 Net chargeoffs/(recoveries) (200) 426 767 1,389 Reserve for loan losses 25,564 23,587 25,564 23,587 Gross loans 1,382,262 1,250,174 1,382,262 1,250,174 RATIOS: - ------- Return on assets 1.20% .94% 1.04% .97% Return on equity 17.22% 15.49% 15.11% 14.67% Nonperforming assets to gross loans .23% .27% .23% .27% Annualized net chargeoffs/(recoveries) to gross loans (.06%) .14% .08% .15% Reserve for loan losses to gross loans 1.85% 1.89% 1.85% 1.89% Reserve for loan losses times nonperforming assets 8.03x 6.91x 8.03x 6.91x Bancorporation continues to introduce innovative new products and services and new methods to deliver those products and services. PC Banking is now available to our customers. Through personal computers and our PC Banking software, customers can now have access to their accounts 24 hours a day. Customers can also pay bills electronically through PC Banking. ACQUISITIONS (dollars in thousands): Bancorporation continues to look for opportunities to expand business though acquisitions. In the third quarter, the Bancorporation purchased assets and assumed deposits of a branch of another financial institution. Total assets purchased were $977. Deposits assumed totaled $22,736. A premium of $2,387 was paid for deposits. An acquisition of a branch from another institution is planned for the fourth quarter of 1997. Total assets purchased will be approximately $10,825 and deposits assumed will be approximately $13,825. The premium to be paid for this acquisition is based on deposit levels at closing and is estimated to be $1,348. Page 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) - -------------------------------------------------------------------------------- INVESTMENT SECURITIES (dollars in thousands): As of September 30, 1997, the investment portfolio was $575,493 compared to $467,077 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 88.74% U.S. Government obligations as of September 30, 1997 as compared to 88.23% for the same period in 1996. The remainder of the investment portfolio primarily consists of municipal bonds owned by the Bank and equity securities owned by Bancorporation. LOANS: Growth in loans is attributed primarily to 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: September 30 ------------------ 1997 1996 ---- ---- Tier I leverage ratio 5.78% 5.72% Risk based capital ratio total 10.52% 10.36% Tier I 9.12% 8.81% Tier II 1.40% 1.55% 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 No. 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 risk based 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 third quarter reduced Tier I capital by $2,387, the Bank remains well-capitalized by regulatory standards. Although the effect of the expected acquisition in the fourth 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) Quarter Ended September 30, --------------------------- Average Volume Interest Average Rate Variance Due To -------------- -------- ------------ --------------- 1997 1996 1997 1996 1997 1996 Rate Volume Variance ---- ---- ---- ---- ---- ---- ---- ------ -------- Interest-earning assets: $1,365,995 $1,226,628 $30,578 $27,104 8.88 8.79 Loans $380 $3,094 $3,474 520,797 428,251 7,398 6,514 5.64 6.05 Taxable investment securities (421) 1,305 884 34,201 37,551 731 763 8.55 8.13 Non-taxable investment securities 40 (72) (32) 26,050 12,039 361 154 5.50 5.09 Federal funds sold 14 193 207 8,936 11,725 150 200 6.66 6.79 Other earning assets (4) (46) (50) - ----------- ---------- ------- ------- ---- ------ ----- 1,955,979 1,716,194 39,218 34,735 7.96 8.05 Total interest-earning assets 9 4,474 4,483 ---------- ---------- ------- ------- ---- ------ ----- Noninterest-earning assets: 79,962 62,125 Cash and due from banks 55,123 48,924 Premises and equipment 29,146 26,192 Other, less reserve for loan losses ------- ------- 164,231 137,241 Total noninterest-earning assets - ---------- ---------- $2,120,210 $1,853,435 TOTAL ASSETS ========== ========== Interest-bearing liabilities: $1,487,769 $1,335,054 $14,677 $12,951 3.91 3.86 Deposits $233 $1,493 $1,726 Federal funds purchased and securities 156,463 112,281 1,927 1,418 4.89 5.02 sold under agreements to repurchase (31) 540 509 11,456 10,476 225 205 7.79 7.78 Long-term debt 1 19 20 - ----------- ---------- ------ ------ --- ----- ----- 1,655,688 1,457,811 16,829 14,574 4.03 3.98 Total interest-bearing liabilities 203 2,052 2,255 - ---------- --------- ------ ------ --- ----- ----- Noninterest-bearing liabilities: 302,211 257,164 Demand deposits 15,123 14,226 Other liabilities ------- -------- 317,334 271,390 Total noninterest-bearing liabilities ------- -------- 147,188 124,234 Stockholders' equity ------- -------- TOTAL LIABILITIES AND $2,120,210 $1,853,435 STOCKHOLDERS' EQUITY ========== ========== 3.93 4.07 Interest rate spread ==== ==== $22,389 $20,161 4.54 4.67 Net Interest Margin ($194) $2,422 $2,228 ======= ======= ==== ==== ====== ====== ====== * Interest income and yields are presented on a fully taxable equivalent basis using the federal income tax rate and state tax rates, as applicable. Page 9 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) Nine Months Ended September 30, ------------------------------- Average Volume Interest Average Rate Variance Due To -------------- -------- ------------ --------------- 1997 1996 1997 1996 1997 1996 Rate Volume Variance - ---- ---- ---- ---- ---- ---- ---- ------ -------- Interest-earning assets: $1,325,418 $1,169,535 $87,561 $77,154 8.83 8.81 Loans $84 $10,323 $10,407 487,766 430,490 20,782 19,553 5.70 6.07 Taxable investment securities (1,220) 2,449 1,229 36,496 39,551 2,341 2,449 8.55 8.26 Non-taxable investment securities 88 (196) (108) 29,424 17,204 1,165 673 5.29 5.23 Federal funds sold 7 485 492 9,792 12,016 494 603 6.75 6.70 Other earning assets 4 (113) (109) ----- ------ --- --- ------- ------ ------ 1,888,896 1,668,796 112,343 100,432 7.95 8.04 Total interest-earning assets (1,037) 12,948 11,911 --------- --------- ------- ------- ---- ---- ------- ------ ------ Noninterest-earning assets: 79,156 64,457 Cash and due from banks 52,752 47,072 Premises and equipment 27,606 24,823 Other, less reserve for loan losses --------- ---------- 159,514 136,352 Total noninterest-earning assets --------- --------- $2,048,410 $1,805,148 TOTAL ASSETS ========== ========== Interest-bearing liabilities: $1,436,216 $1,301,195 $41,871 $38,070 3.90 3.91 Deposits ($148) $3,949 $3,801 Federal funds purchased and securities 155,838 110,885 5,679 4,022 4.87 4.85 sold under agreements to repurchase 15 1,642 1,657 9,993 10,904 598 653 8.00 8.00 Long-term debt 0 (55) (55) -------- --------- ------ ------ ----- ------ ------ 1,602,047 1,422,984 48,148 42,745 4.02 4.01 Total interest-bearing liabilities (133) 5,536 5,403 - ---------- --------- ------ ------ ---- ----- ----- Noninterest-bearing liabilities: 290,402 248,665 Demand deposits 14,443 13,861 Other liabilities -------- -------- 304,845 262,526 Total noninterest-bearing liabilities -------- -------- 141,518 119,638 Stockholders' equity -------- ------- TOTAL LIABILITIES AND $2,048,410 $1,805,148 STOCKHOLDERS' EQUITY ========== ========== 3.93 4.03 Interest rate spread ===== ==== $64,195 $57,687 4.53 4.62 Net interest margin ($904) $7,412 $6,508 ======= ======= ==== ==== ===== ====== ====== * Interest income and rates are presented on a fully taxable equivalent basis using the federal income tax rate and state tax rates, as applicable. Page 10 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 third quarter was due to growth in interest-earning assets, primarily commercial and residential mortgage loans. 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 reserve 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. Quarter ended Nine Months Ended September 30, September 30, ------------- ------------- Reserve for loan losses: 1997 1996 1997 1996 ---- ---- ---- ---- Balance at beginning of period $24,916 $22,500 $23,483 $21,153 Provision for loan losses 448 1,513 2,848 3,823 ------ ------- ------- ------- Chargeoffs (560) (704) (2,203) (2,305) Recoveries 760 278 1,436 916 ------ ------- ------- ------- Net (chargeoffs)/recoveries 200 (426) (767) (1,389) ------ ------- ------- ------- Balance at end of period $25,564 $23,587 $25,564 $23,587 ------- ------- ------- ------- Nonperforming assets $3,183 $ 3,413 $ 3,183 $ 3,413 Annualized net chargeoffs/(recoveries) to: Average loans (.06%) .14% .08% .16% Loans at end of period (.06%) .14% .07% .15% Reserve for loan losses (3.13%) 7.22% 4.00% 7.85% NONINTEREST INCOME AND EXPENSE (dollars in thousands): Total noninterest income increased $874 or 15.75% and $2,280 or 14.56% for the quarter and nine months ended September 30, 1997, respectively. Growth in both periods was primarily due to an increase in service charges on deposit accounts as the result of growth in the number of deposit accounts and an increased emphasis on collecting service fees formerly waived. Total noninterest expense was up $1,115 or 6.50% and $5,322 or 11.07% for the quarter and nine months ended September 30, 1997, respectively. Most of the increase in both periods was due to an increase in goodwill amortization related to new branch acquisitions and a related increase in salaries and employee benefits. Page 11 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 August 14, 1997, Registrant purchased the assets and assumed the deposits of an office of another financial institution located in Chester, South Carolina. Total assets purchased were $977 and deposits assumed totaled $22,736. A premium of $2,387 was paid on deposits purchased 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 an office from another institution. Total assets purchased will be approximately $10,825 and deposits assumed will be approximately $13,825. The premium to be paid for this acquisition is based on deposit levels at closing and is estimated to be $1,348. This acquisition is expected to close in the fourth 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 September 30, 1997 Page 12 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: 11/10/97 By: /s/ Jay C. Case Jay C. Case, Treasurer (Chief Financial Officer) Page 13