UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB/A
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number: 333-4304
--------
FIRST CITIZENS CORPORATION
--------------------------
(Exact name of registrant as specified in its charter)
Georgia 58 - 2232785
- ------- --------------
(State or other jurisdiction of (IRS Employment
Incorporation or organization) Identification Number)
19 Jefferson Street
Newnan, Georgia 30263
- --------------- ---------
(Address of principal (Zip Code)
executive office)
Registrant's telephone number, including area code is: (770)253-5017
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 November 1, 1997: 2,743,625
Transitional Small Business Disclosure Format (check one) Yes No X
--- ---
INDEX
Part I. Financial Information
Item 1. Condensed Consolidated Financial Information (unaudited)
Condensed Consolidated Statement of Financial Condition
as of September 30, 1997 1
Condensed Consolidated Statements of Earnings for the
Three and Six Months Ended September 30, 1997 and 1996 2
Condensed Consolidated Statements Cash Flows for the
Six Months Ended September 30, 1997 and 1996 3-4
Notes to Condensed Consolidated Financial Statements 5-6
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 7-14
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K.
Signatures
All schedules other than those indicated above are omitted because of the
absence of the conditions under which they are required or because the
information is included in the condensed consolidated financial statements and
related notes.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Financial Condition
September 30, 1997
(Unaudited)
ASSETS
Cash and due from banks $ 13,445,835
Interest-bearing deposits in other banks 3,140,102
Federal funds sold 6,440,000
Loans held for sale 5,099,000
Securities available for sale 31,317,825
Securities held-to-maturity at amortized cost, fair value of $2,897,806 2,902,009
Loans receivable, net 254,255,234
Real estate held for development and sale 2,355,522
Premises and equipment, net 6,829,552
Goodwill and other intangibles 7,227,574
Other assets 4,184,347
---------------
TOTAL ASSETS $ 337,197,000
===============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts $ 278,833,613
Advances from the Federal Home Loan Bank 16,697,334
Other borrowings 3,619,705
Accrued expenses and other liabilities 3,928,077
---------------
TOTAL LIABILITIES 303,078,729
---------------
Stockholders' equity
Preferred stock, no par value, 8,000,000 shares authorized; none issued - -
Common stock, $1 par value, 8,000,000 shares authorized; 2,780,895 shares
issued and outstanding 2,780,895
Additional paid-in capital 12,522,498
Retained earnings 19,054,431
Unrealized gains on securities available for sale, net of tax 118,781
---------------
34,476,605
Less cost of 38,700 shares of treasury stock (358,334)
---------------
TOTAL STOCKHOLDERS' EQUITY 34,118,271
---------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 337,197,000
===============
See accompanying notes to condensed consolidated financial statements.
1
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Three and Six Months Ended September 30, 1997 and 1996
(Unaudited)
Three Months Six Months
1997 1996 1997 1996
--------------- ----------------- ----------------- ---------------
INTEREST INCOME:
Loans $ 6,179,564 $ 3,719,357 $ 12,063,451 $ 6,491,910
Interest-bearing deposits 30,321 69,850 53,069 141,001
Taxable securities 45,549 275,356 548,636 466,051
Nontaxable securities 452,732 12,310 486,158 12,310
Federal funds sold 142,038 37,997 267,388 37,997
--------------- ----------------- ----------------- ---------------
Total interest income 6,850,204 4,114,870 13,418,702 7,149,269
--------------- ----------------- ----------------- ---------------
INTEREST EXPENSE:
Deposits 2,781,176 1,732,801 5,450,787 3,125,149
Interest on Federal Home Loan Bank advances 257,780 133,978 504,615 253,146
Other borrowings 80,010 759 132,465 1,900
--------------- ----------------- ----------------- ---------------
Total interest expense 3,118,966 1,867,538 6,087,867 3,380,195
--------------- ----------------- ----------------- ---------------
Net interest income 3,731,238 2,247,332 7,330,835 3,769,074
Provision for loan losses 70,000 20,000 110,000 20,000
--------------- ----------------- ----------------- ---------------
Net interest income after provision
for loan losses 3,661,238 2,227,332 7,220,835 3,749,074
--------------- ----------------- ----------------- ---------------
OTHER INCOME (LOSSES):
Loan servicing and other loan fees, net 96,479 116,562 194,267 273,036
Deposit and other service charge income 403,575 224,556 762,403 414,340
Loss on sale of securities 1,730 0 (1,122) 0
Gain on sale of loans 260,073 180,811 525,036 377,039
Gain on sale of real estate acquired in
settlement of loans 15,946 0 21,047 0
Gain on sale of real estate held for 55,055 549,926 3,377,426 624,170
development and sale
Other operating income 78,645 45,131 170,149 78,416
--------------- ----------------- ----------------- ---------------
Total other income 911,503 1,116,986 5,049,206 1,767,001
--------------- ----------------- ----------------- ---------------
OTHER EXPENSES:
Salaries and employee benefits 1,410,138 781,322 2,802,741 1,304,484
Occupancy and equipment expenses 365,093 287,771 767,584 491,225
Federal insurance premiums 26,232 844,798 52,860 916,960
Data processing costs 176,214 54,012 267,622 106,485
Goodwill amortization 111,037 28,832 220,925 28,832
Other operating expenses 506,278 368,976 1,135,969 656,276
--------------- ----------------- ----------------- ---------------
Total other expenses 2,594,992 2,365,711 5,247,701 3,504,262
--------------- ----------------- ----------------- ---------------
Earnings before income taxes 1,977,749 978,607 7,022,340 2,011,813
Income tax expense 668,771 367,481 2,485,209 763,937
--------------- ----------------- ----------------- ---------------
Net earnings $ 1,308,978 $ 611,126 $ 4,537,131 $ 1,247,876
=============== ================= ================= ===============
Net earnings per share $ 0.44 $ 0.25 $ 1.54 $ 0.51
=============== ================= ================= ===============
Dividends per share $ 0.073 $ 0.073 $ 0.146 $ 0.146
=============== ================= ================= ===============
Weighted average common and common
equivalent shares 2,961,363 2,583,522 2,955,066 2,476,371
=============== ================= ================= ===============
See accompanying notes to condensed consolidated financial statements.
2
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Six Months Ended September 30, 1997 and 1996
(Unaudited)
1997 1996
--------------- ----------------
OPERATING ACTIVITIES
Net earnings $ 4,537,131 $ 1,247,665
Adjustments to reconcile net earnings to net cash (used in)
provided by operating activities
Provision for loan losses 110,000 20,000
Depreciation 396,495 183,502
Amortization and accretion, net 245,085 7,123
Loss on sale of securities available for sale 1,122 0
Gain on sale of loans (525,036) (377,039)
Net (increase) decrease in loans held for sale 3,384,707 324,891
Gain on sale of other real estate owned (21,047) 0
Gain on sale of real estate held for development (3,377,426) (624,170)
(Increase) decrease in accrued interest receivable (177,215) (125,657)
Increase (decrease) in accrued interest payable 44,216 (56,517)
Other operating activities (175,393) 692,513
-------------- -------------
Net cash (used in) provided by operating activities 4,442,639 1,292,311
-------------- -------------
INVESTING ACTIVITIES
Proceeds from maturities of securities available for sale 5,107,496 21,487,332
Proceeds from maturities of securities held to maturity 1,246,734 2,093,015
Purchases of securities available for sale (12,252,534) 0
Proceeds from sales of securities available for sale 6,214,837 500,100
Proceeds from calls of securities available for sale 1,500,000 500,000
Net (increase) decrease in interest-bearing deposits in banks (1,468,577) (388,519)
Net increase in Federal funds sold 1,380,000 (5,270,000)
Net increase in loans (16,915,262) (7,957,529)
Purchase of real estate 0 0
Proceeds from sales of real estate held for development 4,313,432 900,814
Proceeds from sales of real estate owned 98,485 0
Proceeds from sale of other real estate owned 0 0
Purchase of premises and equipment (181,848) (72,617)
Proceeds from redemption of FHLB stock 0 0
Proceeds from sales of premises and equipment 0 0
Acquisition of subsidiary 0 (4,538,715)
-------------- -------------
Net cash (used in) provided by investing activities $ (10,957,237) $ 7,253,881
-------------- -------------
See accompanying notes to condensed consolidated financial statements.
3
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Six Months Ended September 30, 1997 and 1996
(Unaudited)
1997 1996
------------- --------------
FINANCING ACTIVITIES
Net increase in deposit accounts $ 9,034,576 $ 9,009,163
Repayment of notes payable (18,243) 0
Net decrease in Federal Home Loan Bank advances (1,070,010) (16,173,401)
Net decrease in other borrowings (1,512,287) 0
Increase in advance payments by borrowers for property taxes and
insurance 0 0
Purchase of treasury stock (126,684) (231,650)
Dividends paid (402,325) (337,079)
Proceeds from stock options exercised 189,156 33,048
------------ -------------
Net cash provided by (used in) financing activities 6,094,183 (7,699,919)
------------ -------------
Net increase (decrease) in cash and due from banks (420,415) 846,273
Cash and due from banks at beginning of period 13,866,250 9,214,902
------------ -------------
Cash and due from banks at end of period $ 13,445,835 $ 10,061,175
============ =============
Supplemental disclosures of cash paid during the period for:
Interest $ 6,045,150 $ 3,824,079
============ =============
Income taxes $ 1,489,300 $ 1,062,042
============ =============
Noncash financing activities
Stock issued to acquire Southside Financial Group, Inc. $ 0 $ 2,089,097
============ =============
See accompanying notes to condensed consolidated financial statements.
4
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with the instructions to Form 10-QSB and therefore do not
include all information and footnotes required for fair presentation of
financial position, results of operations, and changes in cash flows in
conformity with generally accepted accounting principles. All adjustments and
recurring entries which, in the opinion of management, are required for a fair
presentation of financial position and results of operations for the periods
covered by this report have been included.
The results of operations for the six month period ended September 30, 1997 are
not necessarily indicative of the results to be expected for the full year.
Certain reclassifications have been made to prior financial statements to
conform to current classifications.
Note 2. CURRENT ACCOUNTING DEVELOPMENTS
The Financial Accounting Standards Board has issued SFAS No. 128 "Earnings Per
Share". SFAS No. 128 establishes standards for computing and presenting earnings
per share (EPS) and applies to entities with publicly held common stock or
potential common stock. This Statement simplifies the standards for computing
earnings per share previously found in APB Opinion No. 15, Earnings Per Share,
and makes them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also requires
dual presentation of basic and diluted EPS on the face of the income statement
from all entities with complex capital structures and requires a reconciliation
of the numerator and denominator of the basic computation. The effective date of
this Statement is for financial statements issued for periods ending after
December 15, 1997. The adoption of this Statement is not expected to have a
material effect on earnings per share.
3. STOCK SPLIT
On October 21, 1997, the Corporation announced a three-for-two stock split in
the form of a stock dividend payable on November 14, 1997 to shareholders of
record as of the close of business on October 31, 1997. This stock split has
been reflected in the financial statements on a retroactive basis.
5
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant
factors which have affected the Company's financial position and operating
results during the periods included in the accompanying condensed consolidated
financial statements.
FINANCIAL CONDITION
Total assets increased $10.8 million to $337.2 million during the six month
period ending September 30, 1997. This increase is primarily attributable to an
increase in loans receivable of $16.8 million, the result of growth in
commercial and real estate construction loans. To fund the growth in assets,
deposits increased $9.0 million during the six months ended September 30, 1997.
LIQUIDITY
Liquidity management involves the matching of the cash flow requirements of
customer withdrawals of funds and the funding of loan originations, and the
ability of the Company's banks to meet those requirements. Management monitors
and maintains appropriate levels of liquidity so that maturities of assets and
deposit growth are such that adequate funds are provided to meet estimated
customer withdrawals and loan requests.
At September 30, 1997, the Banks had cash and due from banks of $13.4 million,
interest bearing deposits in other banks of $3.1 million, and Federal funds sold
of $6.4 million. Additionally, the Banks have $31.3 million in securities
available for sale which could be sold to meet any liquidity needs. The Banks
are also members of the Federal Home Loan Bank of Atlanta and are able to obtain
advances if needed. At September 30, 1997, the Banks had, in addition to amounts
already borrowed, a combined credit availability of $38.3 million.
REGULATORY CAPITAL REQUIREMENTS
Banking regulations require the Company to maintain minimum capital levels in
relation to assets. At September 30, 1997, the Company's capital ratios were
considered adequate based on regulatory minimum capital requirements. The
minimum capital requirements and the actual capital ratios for the Company at
September 30, 1997 are as follows:
Regulatory
Actual Requirement
Leverage 8.17% 4.00%
Core 10.79% 4.00%
Risk Based 12.05% 8.00%
Management is not aware of any other current recommendations by the regulatory
authorities, events or trends, which, if they were to be implemented, would have
a material effect on the Company's liquidity, capital resources, or operations.
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NET INTEREST INCOME. Net interest income increased $3,562,000 or 94.5% for the
six months ended September 30, 1997 compared to the same period in 1996. This
increase consists of an increase in interest income of $6,269,000 and an
increase in interest expense of $2,708,000. The change is primarily due to the
acquisition of Southside Financial Group, Inc. (Southside) and Tara Bankshares
Corporation (Tara) during the fiscal year ended March 31, 1997. The results of
6
operations for the six month period ended September 30, 1996 contains the
operations of Southside only for the period from August 21, 1996 through
September 30, 1996, while the results of operations for Tara are not included in
the six month period ended September 30, 1996.
In addition to the increase related to the acquisition of Southside and Tara,
interest-earning assets have increased by approximately $12.3 million or 4.23%,
compared to March 31, 1997. Interest-bearing liabilities have increased during
the some period by approximately $9.0 million or 3.64%. Net interest margin
increased from 4.55% at September 30, 1996 to 4.80% at September 30, 1997.
PROVISION FOR LOAN LOSSES. The provision for loan losses is based on
management's evaluation of the economic environment, the history of charged off
loans and recoveries, size and composition of the loan portfolio, nonperforming
and past due loan loss on a quarterly basis and makes provisions as necessary.
Based upon this review process, a provision of $110,000 was made during the six
month period ending September 30, 1997 compared to $20,000 for the same period
in 1996. The allowance for loan loss as a percentage of total loans was 1.46% at
September 30, 1997 compared to 1.54% at March 31, 1997. Nonperforming loans as a
percentage of total loans was 1.36% at September 30, 1997 compared to 1.15% at
March 31, 1997. Management believes the allowance for loan loss at September 30,
1997 is adequate to meet any future losses in the loan portfolio.
At September 30, 1997 and March 31, 1997, nonaccrual, past due, and restructured
loans were as follows:
September 30, March 31,
1997 1997
------------- -----------
(Dollars in thousands)
Total nonaccruing loans $ 3,520 $2,796
Loans contractually past due ninety days or more 0 55
as to interest or principal payments and still accruing
Restructured loans 156 156
The increase in nonaccrual loans from March 31, 1997 to September 30, 1997 is
due to a single construction loan in the amount of $996,000 secured by
commercial property. Due to the collateral position of the loan, management
expects to receive all principal and interest associated with this loan.
It is the policy of the Company to discontinue the accrual of interest income
when, in the opinion of management, collection of such interest becomes
doubtful. This status is accorded such interest when (1) there is a significant
deterioration in the financial condition of the borrower and full repayment of
principal and interest is not expected and (2) the principal or interest is more
than ninety days past due.
Loans classified for regulatory purposes as loss, doubtful, substandard, or
special mention that have not been included in the table above do not represent
or result from trends or uncertainties which management reasonably expects will
materially impact future operating results, liquidity, or capital resources.
These classified loans do not represent material credits about which management
is aware of any information which causes management to have serious doubts as to
the ability of such borrowers to comply with the loan repayment terms.
Information regarding certain loans and allowances for loan loss data through
September 30, 1997 and 1996 is as follows:
7
Three Months Six Months
1997 1996 1997 1996
-------------- --------------- -------------- --------------
(Dollars in Thousands)
Average amount of loans outstanding $ 265,213 $ 158,232 $ 257,596 $143,609
Balance of allowance for loan losses at beginning of
period $ 3,808 $ 1,364 $ 3,739 $ 1,372
Loans charged off
Commercial and financial 124 0 124 0
Construction 0 0 0 0
Real estate 23 22 23 22
Installment 30 3 45 13
--------- --------- --------- --------
177 25 192 35
--------- --------- --------- --------
Loans recovered
Commercial and financial 10 0 45 0
Construction 1 0 1 0
Real estate 48 2 53 3
Installment 4 1 8 2
--------- --------- --------- --------
63 3 107 5
--------- --------- --------- --------
Net charge-offs (recoveries) 114 22 85 30
--------- --------- --------- --------
Additions to allowance charged to operating expense 70 20 110 20
Additions pursuant to acquisitions 0 1,446 0 1,446
--------- --------- --------- --------
Balance of allowance for loan losses at end of period 3,764 2,808 3,764 2,808
========= ========= ========= ========
Ratio of net loans charged off during the period to 0.04% 0.01% 0.03% 0.02%
average loans outstanding ========= ========= ========= ========
OTHER INCOME. Other income increased by approximately $3.3 million for the six
month period ended September 30, 1997 as compared to the same period in 1996.
The primary reason for the increase was the realization of $3.4 million on the
sale of real estate held for development and sale. The comparable gain for the
same period in 1996 was only $0.6 million. This significant increase over the
prior year is due to the sale in the first quarter of 400 acres, or
approximately 26% of the remaining real estate held for development and sale.
The other significant increase in other income was an increase of approximately
$348,000 in deposit and other service charge income. This increase is directly
related to the acquisitions of Southside and Tara.
OTHER EXPENSES. Other expenses increased $1,743,000 during the six months ended
September 30, 1997 as compared to the same period in 1996. Salaries and employee
benefits increased $1,498,000, of which $1,279,000 is attributable to the
acquisition of Southside and Tara. The remaining $219,000 is due to additional
staffing and normal salary increases. Occupancy and equipment costs increased
$276,000 which is due to merger-related growth. Federal deposit insurance
premiums declined $864,000 of which $771,000 is due to the Special Assessment
accrued as of September 30, 1996. As a result of the acquisitions, goodwill was
recognized by the bank subsidiaries. Amortization of goodwill for the six months
ended September 30,1997 was $221,000 compared to $29,000 for the same period in
1996. Other operating expenses increased $480,000. Approximately $446,000 is
related to the acquisitions.
THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996
NET INTEREST INCOME. Net interest income increased $1,483,000 or 65.97% for the
three months ended September 30,
8
1997 compared to the same period in 1996. This increase consists of an increase
in interest income of $2,735,000 and an increase in interest expense of
$1,252,000. The change is primarily due to the acquisition of Southside
Financial Group, Inc. (Southside) and Tara Bankshares Corporation (Tara) during
the fiscal year ended March 31, 1997. The results of operations for the three
month period ended September 30, 1996 contains the operations of Southside only
for the period from August 21, 1996 through September 30, 1996, while the
results of operations for Tara are not included in the six month period ended
September 30, 1996.
The net interest margin decreased from 4.88% at September 30, 1996 to 4.76% at
September 30, 1997.
PROVISION FOR LOAN LOSSES. The provision for loan losses is based on
management's evaluation of the economic environment, the history of charged off
loans and recoveries, size and composition of the loan portfolio, nonperforming
and past due loan loss on a quarterly basis and makes provisions as necessary. A
provision of $70,000 was made during the three month period ending September 30,
1997, based upon this review process.
OTHER INCOME. Other income declined by $205,000 for the three month period ended
September 30, 1997 as compared to the same period in 1996. The primary reason
for the decline was reduced gains on sale of real estate of $0.5 million. This
decline was offset by a $179,000 increase in deposit and other service charge
income. This increase is directly related to the acquisitions of Southside and
Tara.
OTHER EXPENSES. Other expenses increased $229,000 during the three months ended
September 30, 1997 as compared to the same period in 1996. Salaries and employee
benefits increased $629,000 which is attributable to the acquisition of
Southside and Tara. Federal deposit insurance premiums declined $819,000 due to
the $771,000 Special Assessment accrued as of September 30, 1996. As a result of
the acquisitions, goodwill was recognized by the bank subsidiaries. Amortization
of goodwill for the three months ended September 30, 1997 was $111,000 compared
to $29,000 for the same period in 1996.
9
Part II - Other Information
Item 1. Legal Proceedings.
None.
Item 2. Changes in securities.
None
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission to Matters to a Vote of Security Holders.
None.
Item 5. Other information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
27. Financial Data Schedule.
(b) Reports of Form 8-K.
None.
10
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
FIRST CITIZENS CORPORATION
(Registrant)
Date: December 1, 1997 /s/ Tom Moat
------------------------------
Tom Moat
Chief Executive Officer
Date: December 1, 1997 /s/ Douglas J. Hertha
-----------------------------
Douglas J. Hertha
Vice President
Chief Financial and Accounting Officer
11