UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-QSB
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 December 31, 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 February 5, 1998: 2,772,453
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 December 31, 1997 1
Condensed Consolidated Statements of Earnings for the
Three and Nine Months Ended December 31, 1997 and 1996 2
Condensed Consolidated Statements Cash Flows for the
Nine Months Ended December 31, 1997 and 1996 3-4
Notes to Condensed Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Results of Operations and
Financial Condition 6-9
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
December 31, 1997
(Unaudited)
ASSETS
Cash and due from banks $ 11,189,515
Interest-bearing deposits in other banks 8,955,191
Federal funds sold 15,230,000
Loans held for sale 10,071,000
Securities available for sale 29,865,301
Securities held-to-maturity at amortized cost, fair value of $2,516,873 2,522,402
Loans receivable, net 254,272,324
Real estate held for development and sale 2,330,522
Premises and equipment, net 6,856,506
Goodwill 7,118,378
Other assets 3,821,626
---------------------
TOTAL ASSETS $ 352,232,765
=====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposit accounts $ 303,947,664
Advances from the Federal Home Loan Bank 6,708,743
Other borrowings 3,619,705
Accrued expenses and other liabilities 2,414,542
---------------------
TOTAL LIABILITIES 316,690,654
---------------------
Stockholders' equity
Preferred stock, no par value, 8,000,000 shares authorized; none issued - -
Common stock, $1 par value, 8,000,000 shares authorized; 2,803,231 shares
issued and outstanding 2,803,231
Additional paid-in capital 12,764,205
Retained earnings 20,193,973
Unrealized gains on securities available for sale, net of tax 139,036
---------------------
35,900,445
Less cost of 38,700 shares of treasury stock (358,334)
---------------------
TOTAL STOCKHOLDERS' EQUITY 35,542,111
---------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 352,232,765
=====================
See accompanying notes to condensed consolidated financial statements.
1
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Earnings
For the Three and Nine months Ended December 31,
1997 and 1996
(Unaudited)
Three Months Nine months
1997 1996 1997 1996
--------------- ----------------- ----------------- -----------------
INTEREST INCOME:
Loans $ 6,444,005 $ 4,634,479 $ 18,507,456 $ 11,126,389
Interest-bearing deposits 74,689 20,665 127,758 161,637
Taxable securities 500,581 331,286 1,468,187 784,939
Nontaxable securities 33,476 35,810 100,664 60,518
Federal funds sold 113,186 72,616 380,574 110,642
--------------- ----------------- ----------------- -----------------
Total interest income 7,165,937 5,094,856 20,584,639 12,244,125
--------------- ----------------- ----------------- -----------------
INTEREST EXPENSE:
Deposits 3,082,454 2,164,568 8,533,241 5,289,717
Interest on Federal Home Loan Bank advances 196,880 202,970 701,495 458,016
Other borrowings 72,089 0 204,554 0
--------------- ----------------- ----------------- -----------------
Total interest expense 3,351,423 2,367,538 9,439,290 5,747,733
--------------- ----------------- ----------------- -----------------
Net interest income 3,814,514 2,727,318 11,145,349 6,496,392
Provision for loan losses 80,000 105,000 190,000 125,000
--------------- ----------------- ----------------- -----------------
Net interest income after provision
for loan losses 3,734,514 2,622,318 10,955,349 6,371,392
--------------- ----------------- ----------------- -----------------
OTHER INCOME (LOSSES):
Loan servicing and other loan fees, net 86,053 131,697 280,320 404,733
Deposit and other service charge income 414,547 294,258 1,176,950 708,598
Gain on sale of securities 2,430 0 1,308 0
Gain on sale of loans 216,780 285,143 741,816 662,182
Gain on sale of real estate acquired in
settlement of loans (3,074) 157,441 17,973 157,441
Gain on sale of real estate held for 99,518 428,091 3,476,944 1,052,261
development and sale
Other operating income 121,888 38,681 292,037 117,097
--------------- ----------------- ----------------- -----------------
Total other income 938,142 1,335,311 5,987,348 3,102,312
--------------- ----------------- ----------------- -----------------
OTHER EXPENSES:
Salaries and employee benefits 1,341,963 1,031,597 4,144,704 2,336,081
Occupancy and equipment expenses 359,292 320,177 1,126,876 811,402
Federal insurance premiums 29,580 58,846 82,440 975,806
Data processing costs 143,693 86,188 411,315 208,354
Goodwill amortization 109,196 63,897 330,121 92,729
Other operating expenses 698,282 492,619 1,834,251 1,133,214
--------------- ----------------- ----------------- -----------------
Total other expenses 2,682,006 2,053,324 7,929,707 5,557,586
--------------- ----------------- ----------------- -----------------
Earnings before income taxes 1,990,650 1,904,305 9,012,990 3,916,118
Income tax expense 629,950 750,003 3,115,159 1,513,940
--------------- ----------------- ----------------- -----------------
Net earnings $ 1,360,700 $ 1,154,302 $ 5,897,831 $ 2,402,178
=============== ================= ================= =================
Net earnings per share $ 0.46 $ 0.45 $ 1.97 $ 0.97
=============== ================= ================= =================
Dividends per share $ 0.080 $ 0.073 $ 0.226 $ 0.219
=============== ================= ================= =================
Weighted average common and common
equivalent shares 2,980,587 2,583,522 2,990,668 2,476,371
=============== ================= ================= =================
See accompanying notes to condensed consolidated financial statements.
2
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 1997 and 1996
(Unaudited)
1997 1996
-------------------- -------------------
OPERATING ACTIVITIES
Net earnings $ 5,897,831 $ 2,402,178
Adjustments to reconcile net earnings to net cash (used in)
provided by operating activities
Provision for loan losses 190,000 125,000
Depreciation 451,042 314,645
Amortization and accretion, net 427,816 36,153
Gain on sale of securities available for sale (1,308) - -
Gain on sale of loans (741,816) (662,182)
Net (increase) decrease in loans held for sale (1,370,513) 352,023
Gain on sale of other real estate owned (17,973) (157,441)
Gain on sale of real estate held for development (3,476,944) (1,052,261)
Increase in accrued interest receivable (281,430) (52,206)
Increase (decrease) in accrued interest payable 151,059 (11,050)
Other operating activities (1,779,228) (1,308,532)
-------------------- -------------------
Net cash (used in) provided by operating activities (551,464) (13,673)
-------------------- -------------------
INVESTING ACTIVITIES
Proceeds from maturities of securities available for sale 7,615,719 23,526,541
Proceeds from maturities of securities held to maturity 1,626,341 3,715,160
Purchases of securities available for sale (15,269,486) (1,985,532)
Proceeds from sales of securities available for sale 7,715,226 253,800
Proceeds from calls of securities available for sale 2,000,000 1,500,000
Net increase in interest-bearing deposits in banks (7,283,666) (869,016)
Net increase in Federal funds sold (7,410,000) (2,860,000)
Net increase in loans (17,012,352) (12,897,539)
Proceeds from sales of real estate held for development 4,437,950 1,491,490
Proceeds from sale of other real estate owned 383,926 852,711
Purchase of premises and equipment (263,349) (90,048)
Acquisition of subsidiary 0 (4,538,715)
-------------------- -------------------
Net cash (used in) provided by investing activities $ (23,459,691) $ 8,098,852
-------------------- -------------------
See accompanying notes to condensed consolidated financial statements.
3
FIRST CITIZENS CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended December 31, 1997 and 1996
(Unaudited)
1997 1996
-------------------- -------------------
FINANCING ACTIVITIES
Net increase in deposit accounts $ 34,148,627 $ 7,694,230
Repayment of notes payable (18,243) - -
Net decrease in Federal Home Loan Bank advances (11,058,601) (13,711,993)
Net decrease in other borrowings (1,512,287) - -
Purchase of treasury stock (126,684) (231,650)
Dividends paid (623,483) (509,276)
Proceeds from stock options exercised 453,199 43,769
-------------------- -------------------
Net cash provided by (used in) financing activities 21,262,528 (6,714,920)
-------------------- -------------------
Net increase (decrease) in cash and due from banks (2,748,627) 1,370,259
Cash and due from banks at beginning of period 13,866,250 9,214,902
-------------------- -------------------
Cash and due from banks at end of period $ 11,117,623 $ 10,585,161
==================== ===================
Supplemental disclosures of cash paid during the period for:
Interest $ 9,590,349 $ 5,758,784
==================== ===================
Income taxes $ 3,696,800 $ 1,502,042
==================== ===================
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 three and nine month periods ended December
31, 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 $25.9 million to $352.2 million during the nine month
period ending December 31, 1997. This increase is primarily attributable to an
increase in loans receivable of $18.9 million, the result of growth in
commercial and real estate construction loans. To fund the growth in assets,
deposits increased $34.1 million during the nine months ended December 31, 1997.
This growth in deposits resulted in increases in interest bearing deposits and
federal funds sold of $7.3 million and $7.4 million, respectively, and enabled
the Company to reduce its Federal Home Loan Bank advances by $11.1 million.
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 December 31, 1997, the Banks had cash and due from banks of $11.2 million,
interest bearing deposits in other banks of $9.0 million, and Federal funds sold
of $15.2 million. Additionally, the Banks have $29.9 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 December 31, 1997, the Banks had, in addition to amounts
already borrowed, a combined credit availability of $48.3 million.
REGULATORY CAPITAL REQUIREMENTS
Banking regulations require the Company to maintain minimum capital levels in
relation to assets. At December 31, 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
December 31, 1997 are as follows:
Regulatory
Actual Requirement
Leverage 11.32% 4.00%
Core 8.20% 4.00%
Risk Based 12.56% 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
NINE MONTHS ENDED DECEMBER 31, 1997 AND 1996
NET INTEREST INCOME. Net interest income increased $4,649,000 or 71.65% for the
nine months ended December 31, 1997 compared to the same period in 1996. This
increase consists of an increase in interest income of $8,341,000 and an
6
increase in interest expense of $3,692,000. Of the $4.6 million increase in net
interest income, approximately $3.6 million is 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 nine month period ended December 31, 1996 contains the operations of
Southside only for the period from August 21, 1996 through December 31, 1996,
while the results of operations for Tara are not included in the nine month
period ended December 31, 1996.
Net interest margin increased from 4.63% at December 31, 1996 to 4.76% at
December 31, 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 $190,000 was made during the nine
month period ending December 31, 1997 compared to $125,000 for the same period
in 1996. The allowance for loan loss as a percentage of total loans was 1.48% at
December 31, 1997 compared to 1.54% at March 31, 1997. Nonperforming loans as a
percentage of total loans was 1.32% at December 31, 1997 compared to 1.15% at
March 31, 1997. Management believes the allowance for loan loss at December 31,
1997 is adequate to meet any future losses in the loan portfolio.
At December 31, 1997 and March 31, 1997, nonaccrual, past due, and restructured
loans were as follows:
December 31, 1997 March 31, 1997
---------------------- -----------------------
(Dollars in thousands)
Total nonaccruing loans $ 3,482 $ 2,796
Loans contractually past due ninety days or more
as to interest or principal payments and still accruing - - 55
Restructured loans 398 156
The increase in nonaccrual loans from March 31, 1997 to December 31, 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
December 31, 1997 and 1996 is as follows:
7
Three Months Nine months
1997 1996 1997 1996
--------- ---------- ----------- --------------
(Dollars in Thousands)
Average amount of loans outstanding $ 272,127 $ 198,187 $ 262,940 $ 161,875
Balance of allowance for loan losses at beginning of
period $ 3,764 $ 2,808 $ 3,739 $ 1,372
Loans charged off
Commercial and financial 0 0 124 0
Construction 0 0 0 0
Real estate 4 56 27 78
Installment 11 9 56 22
--------- ---------- ----------- ----------
15 65 207 100
--------- ---------- ----------- ----------
Loans recovered
Commercial and financial 18 0 63 0
Construction 0 0 1 0
Real estate 67 0 120 3
Installment 2 0 10 2
--------- ---------- ----------- ----------
87 0 194 5
--------- ---------- ----------- ----------
Net charge-offs (recoveries) (72) 65 13 95
--------- ---------- ----------- ----------
Additions to allowance charged to operating expense 80 105 190 125
during period
Additions pursuant to acquisitions 0 0 0 1,446
--------- ---------- ----------- ----------
Balance of allowance for loan losses at end of period 3,916 2,848 3,916 2,848
========= ========== =========== ==========
Ratio of net loans charged off during the period to -0.03% 0.03% 0.00% 0.06%
average loans outstanding
========= ========== =========== ==========
OTHER INCOME. Other income increased by approximately $2.9 million for the nine
month period ended December 31, 1997 as compared to the same period in 1996. The
primary reason for the increase was the realization of $3.5 million in gains on
the sale of real estate held for development and sale. The comparable gain for
the same period in 1996 was only $1.1 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
$468,000 in deposit and other service charge income. This increase is directly
related to the acquisitions of Southside and Tara.
OTHER EXPENSES. Other expenses increased $2,372,000 during the nine months ended
December 31, 1997 as compared to the same period in 1996. Salaries and employee
benefits increased $1,808,000, of which $1,371,000 is attributable to the
acquisition of Southside and Tara. The remaining $437,000 is due to additional
staffing and normal salary increases. Occupancy and equipment costs increased
$315,000 which is due to merger-related growth. Federal deposit insurance
premiums declined $893,000 of which $771,000 is due to the Special Assessment
accrued as of December 31, 1997. As a result of the acquisitions, goodwill was
recognized by the bank subsidiaries. Amortization of goodwill for the nine
months ended December 31,1997 was $330,000 compared to $93,000 for the same
period in 1996. Other operating expenses increased $701,000, substantially of
which is related to the acquisitions.
8
THREE MONTHS ENDED DECEMBER 31, 1997 AND 1996
NET INTEREST INCOME. Net interest income increased $1,087,000 or 39.86% for the
three months ended December 31, 1997 compared to the same period in 1996. This
increase consists of an increase in interest income of $2,071,000 and an
increase in interest expense of $984,000. Of the $1,087,000 increase in net
interest income, $650,000 is the result of the acquisition of Tara Bankshares
Corporation (Tara) as of March 31, 1997. Accordingly, the results of operations
for the three month period ended December 31, 1996 do not contain the operations
of Tara.
The net interest margin decreased from 4.75% at December 31, 1996 to 4.68% at
December 31, 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 $80,000 was made during the three month period ending December 31,
1997, based upon this review process.
OTHER INCOME. Other income declined by $397,000 for the three month period ended
December 31, 1997 as compared to the same period in 1996. The primary reason for
the decline was reduced gains on sale of real estate of $328,000. This decline
was offset by a $120,000 increase in deposit and other service charge income, of
which $104,000 is directly related to the acquisition of Tara.
OTHER EXPENSES. Other expenses increased $629,000 during the three months ended
December 31, 1997 as compared to the same period in 1996. Salaries and employee
benefits increased $310,000 of which $282,000 is attributable to the Tara
acquisition. Amortization of goodwill for the three months ended December 31,
1997 was $109,000 compared to $64,000 for the same period in 1996, an increase
of $45,000. This increase is related to the acquisition of Tara. Other operating
expenses increased by $206,000 of which $160,000 is due to the Tara acquisition.
9
Part ll - 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: February 13, 1998 /s/ Tom Moat
-------------------------------------
Tom Moat
Chief Executive Officer
Date: February 13, 1998 /s/ Douglas J. Hertha
-------------------------------------
Douglas J. Hertha
Vice President
Chief Financial and Accounting Officer
11