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, 1998 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, 1998
----- -----------------------------
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 SUBSIDIARIES
- --------------------------------------------------------------------------------
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
CONSOLIDATED BALANCE SHEET - UNAUDITED (dollars in thousands)
March 31, December 31, March 31,
1998 1997 1997
----------- ----------- ------------
ASSETS
Cash and due from banks $ 111,163 $ 126,276 $ 93,561
Interest-bearing deposits in financial institutions $ 7,700 7,700 9,575
Investment securities:
Held-to-maturity 589,863 556,496 499,280
Available-for-sale 36,567 31,913 18,768
Total securities 626,430 588,409 518,048
Federal funds sold 47,800 11,900 15,600
Gross loans 1,437,676 1,428,437 1,302,803
Less: Reserve for loan losses (26,306) (26,135) (24,097)
----------- ----------- ------------
Net loans 1,411,370 1,402,302 1,278,706
Other real estate owned 381 572 656
Other assets 115,892 113,318 102,120
----------- ----------- ------------
TOTAL ASSETS $ 2,320,736 $ 2,250,477 $ 2,018,266
=========== =========== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Demand $ 326,920 $ 346,934 $ 297,574
Time & Savings 1,564,024 1,532,486 1,415,899
----------- ----------- ------------
Total deposits 1,890,944 1,879,420 1,713,473
Securities sold under repurchase agreements 189,963 184,168 143,300
Long-term debt:
Company obligated mandatorily redeemable capital securities
of subsidiary trust holding junior subordinated debentures
of the Company 50,000 0 0
Term loan 6,875 7,500 9,575
Other long-term debt 0 6,983 0
Other liabilities 16,351 13,988 13,788
----------- ----------- ------------
TOTAL LIABILITIES 2,154,133 2,092,059 1,880,136
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, 1998,
December 31, 1997 and March 31, 1997 - 36,409 182 182 182
Voting common stock - $5.00 par value, authorized 2,000,000;
issued and outstanding March 31, 1998, December 31, 1997
and March 31, 1997 - 892,813 4,464 4,464 4,464
Surplus 55,000 55,000 55,000
Undivided profits 88,564 82,287 65,453
Accumulated other comprehensive income 15,111 13,203 9,749
----------- ----------- ------------
TOTAL STOCKHOLDERS' EQUITY 166,603 158,418 138,130
----------- ----------- ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,320,736 $ 2,250,477 $ 2,018,266
=========== =========== ============
Page 2
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARIES
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CONSOLIDATED STATEMENT OF INCOME - UNAUDITED
(dollars in thousands, except for per share amounts)
Three Months Ended
March 31,
------------------------------------------------------
1998 1997 %
-------------------------------------------------------
Interest income and fees:
Loans $ 30,913 $ 27,448 12.62
United States Government obligations 7,749 6,394 21.19
Mortgage-backed securities 17 24 (29.17)
Tax-exempt securities 450 545 (17.43)
Other securities and federal funds sold 873 803 8.72
-------- --------
40,002 35,214 13.60
-------- --------
Interest expense:
Deposits 14,709 13,210 11.35
Short-term borrowings 2,458 1,922 27.89
Long-term borrowings 362 189 91.53
-------- --------
17,529 15,321 14.41
-------- --------
Net interest income 22,473 19,893 12.97
Provision for loan losses 281 997 (71.82)
-------- --------
Net interest income after
provision for loan losses 22,192 18,896 17.44
-------- --------
Noninterest income:
Service charges on deposit accounts 3,721 3,272 13.72
Fees for other customer services 2,294 1,953 17.46
Other 627 455 37.80
-------- --------
6,642 5,680 16.94
Noninterest expense:
Salaries and employee benefits 8,750 7,940 10.20
Net occupancy expense 748 660 13.33
Furniture and equipment expense 434 420 3.33
Depreciation expense 1,377 912 50.99
Amortization of intangibles 2,014 2,129 (5.40)
Other 5,768 5,037 14.51
-------- --------
19,091 17,098 11.66
-------- --------
Income before income taxes 9,743 7,478 30.29
Applicable income taxes 3,424 2,670 28.24
-------- --------
Net Income $ 6,319 $ 4,808 31.43
======== ========
- -------------------------------------------------------------------------------------------------------------------------------
Net Income per common share - Basic $ 6.80 $ 5.13 32.56
Weighted average common
shares outstanding 929,222 929,222 0.00
Page 3
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARIES
- --------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED
(dollars in thousands)
Non- Accumulated Total
Voting Voting Other Stock-
Preferred Common Common Undivided Comprehensive holders'
Stock Stock Stock Surplus Profits Income Equity
----------- --------- -------- --------- ------------ -------------- -----------
Balance at December 31, 1996 $3,282 $182 $4,464 $55,000 $60,688 $9,025 $132,641
Comprehensive income:
Net income 4,808
Change in unrealized gain
on investment securities
available-for-sale, net of taxes
of $390 724
Total comprehensive income 5,532
Preferred stock dividends (43) (43)
----- ---- ----- ------ ------ ------- --------
Balance at March 31, 1997 3,282 182 4,464 55,000 65,453 9,749 138,130
Comprehensive income:
Net income 16,962
Change in unrealized gain
on investment securities
available-for-sale, net of taxes
of $1,860 3,454
Total comprehensive income 20,416
Preferred stock dividends (128) (128)
----- ---- ------ ------ ------- ------- --------
Balance at December 31, 1997 3,282 182 4,464 55,000 82,287 13,203 158,418
Comprehensive income:
Net income 6,319
Change in unrealized gain
on investment securities
available-for-sale, net of taxes
of $1,027 1,908
Total comprehensive income 8,227
Preferred stock dividends (42) (42)
------ ---- ------ ------- ------- ------- --------
Balance at March 31, 1998 $3,282 $182 $4,464 $55,000 $88,564 $15,111 $166,603
====== ==== ====== ======= ======= ======= ========
Page 4
FIRST CITIZENS BANCORPORATION OF SOUTH CAROLINA AND SUBSIDIARIES
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CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED (dollars in thousands)
Three Months Ended
March 31,
--------------------------------
1998 1997
--------------------------------
Cash Flows From Operating Activities:
Net Income $6,319 $4,808
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for loan losses 281 997
Depreciation and amortization 3,390 3,041
Amortiztion/(accretion) of investment securities 247 (54)
Provision for deferred income taxes (6,876) (6,143)
(Gains)/losses on sales of premises and equipment 58 (4)
(Increase)/decrease in interest income accrued, not collected (1,986) 25
Increase/(decrease) in accrued interest payable 654 (147)
Originations of loans held for resale (30,611) (65,199)
Proceeds from sales of loans held for resale 31,516 60,650
Gains on sales of loans held for resale (97) (174)
Decrease in other assets 7,448 4,297
Increase in other liabilities 1,709 2,840
Other operating activities 0 0
================================
Net Cash Provided By Operating Activities 12,052 4,937
================================
Cash Flows From Investing Activities:
Net increase in loans (10,157) (28,666)
Proceeds from maturities of investment securities, held-to-maturity 70,433 63,245
Purchases of investment securities, held-to-maturity (104,047) (94,673)
Purchases of investment securities, available-for-sale (1,719) 0
Net decrease in interest bearing deposits in financial institutions 0 1,725
Increase in federal funds sold (35,900) (15,600)
Proceeds from sales of premises and equipment 470 66
Purchases of premises and equipment (5,906) (1,461)
Decrease/(increase) in other real estate owned 191 (138)
Net increase in intangible assets (199) (165)
Purchase of institutions, net of cash acquired 0 15,355
================================
Net Cash Used In Investing Activities (86,834) (60,312)
================================
Cash Flows From Financing Activities:
Net increase in deposits 11,524 35,151
Increase in federal funds purchased and securities sold under repurchase
agreements 5,795 10,409
Net increase/(decrease) in long term borrowing 52,000 0
Maturities of term loan (625) (425)
Repayment of term loan (8,983) 0
Cash dividends paid (42) (43)
================================
Net Cash Provided By Financing Activities 59,669 45,092
================================
Decrease in cash and due from banks (15,113) (10,283)
Cash and due from banks at beginning of period 126,276 103,844
================================
Cash and due from banks at end of period $111,163 $93,561
================================
Page 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of First Citizens Bancorporation of South Carolina, Inc.
("Bancorporation"), significant accounting policies is set forth in Note 1 to
the Consolidated Financial Statements in Bancorporation's Annual Report on Form
10-K for 1997. The significant accounting policies used during the current
quarter are unchanged from those disclosed in the 1997 Annual Report, except for
the following:
In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130, "Reporting Comprehensive
Income", which requires that changes in the amounts of comprehensive income
items, currently reported as separate components of equity, be shown in a
financial statement, displayed as prominently as other financial statements. The
most common components of other comprehensive income include foreign currency
translation adjustments, minimum pension liability adjustments and/or unrealized
gains and losses on available-for-sale securities. SFAS No. 130 does not require
a specific format for the new financial statement, but does require that an
amount representing total comprehensive income be reported. Bancorporation
adopted SFAS No. 130, effective January 1, 1998.
In June 1997, the FASB issued SFAS No. 131, "Disclosure about Segments of an
Enterprise and Related Information", which establishes new standards for
business segment reporting. Requirements of SFAS No. 131 include reporting of
(a) financial and descriptive information about reportable operating segments,
(b) a measure of segment profit or loss, certain specific revenue and expense
items and segment assets with reconciliations of such amounts to
Bancorporation's financial statements and (c) information regarding revenues
derived from Bancorporation's products and services, information about major
customers and information related to geographic areas. Bancorporation has
adopted SFAS No. 131, effective January 1, 1998. Provisions of this statement
provide that segmented information need not be applied to the interim financial
statements in the initial year of application; therefore, Bancorporation's
statements do not reflect segmented reporting.
In February 1998, the FASB issued SFAS No. 132, "Employers Disclosures about
Pensions and Other Postretirement Benefits", an amendment of SFAS Nos. 87, 88
and 106. SFAS No. 132 revises employers' disclosures about pensions and other
postretirement benefit plans. It does not change the measurement or recognition
of those plans. Bancorporation adopted SFAS No. 132, effective January 1, 1998.
YEAR 2000 (Dollars in thousands)
As discussed in its Annual Report, Bancorporation recognizes the challenges
posed by the Year 2000 issue and has completed preliminary work to inventory
computer systems, software and equipment containing embedded microchips, and has
performed a risk assessment. Bancorporation has hired an outside consultant to
further identify, test and evaluate all systems, service providers and vendors
to assure Year 2000 compliance. Bancorporation has established a task force to
work with the consultant in reviewing non-mainframe systems and equipment,
project planning, risk management and contingency planning. The Year 2000 budget
for 1998 is $535. Of this amount, $17 has been spent in the first quarter.
Page 6
MANAGEMENT'S OPINION
The preceding financial statements and the notes thereto are unaudited; however,
in the opinion of management, all adjustments, comprised of 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.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
- --------------------------------------------------------------------------------
SUMMARY (dollars in thousands)
Quarter ended
March 31,
-------------------------
SELECTED AVERAGE BALANCES: 1998 1997
- -------------------------- ---- ----
Total assets $2,264,988 $1,988,210
Gross loans 1,432,214 1,279,449
Short-term borrowed funds 205,187 161,066
Long-term debt 19,583 9,636
Noninterest bearing deposits 318,456 276,141
Total deposits 1,862,645 1,667,937
Stockholders' Equity 162,228 135,848
QUALITY DATA:
- -------------
Nonperforming assets 3,097 3,473
Net chargeoffs 110 383
Reserve for loan losses 26,306 24,097
Gross loans 1,437,676 1,302,803
RATIOS:
- -------
Return on assets 1.12% .97%
Return on equity 15.58% 14.16%
Nonperforming assets to gross loans .22% .27%
Annualized net chargeoffs to gross loans .03% .12%
Reserve for loan losses to gross loans 1.83% 1.85%
Reserve for loan losses times
nonperforming assets 8.49x 6.94x
INVESTMENT SECURITIES (dollars in thousands)
As of March 31, 1998 the investment portfolio was $626,430 compared to $518,048
for the same period in 1997. Bancorporation continues to invest primarily in
short-term U.S. Government obligations thereby minimizing the credit, interest
rate and liquidity risk of the investment portfolio. The portfolio was comprised
of 89.05% U.S. Government obligations as of March 31, 1998 as compared to 88.56%
for the same period in 1997. The remainder of the investment portfolio primarily
consists of municipal bonds owned by First-Citizens Bank and Trust Company of
South Carolina ("Bank") and equity securities owned by Bancorporation.
Page 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
- --------------------------------------------------------------------------------
LOANS
Growth in loans is attributed primarily to strong loan demand due to the
continuing favorable interest rate environment. The loan portfolio mix did not
change significantly and no major change is expected in 1998. The growth was
funded by deposits acquired through acquisitions and growth in core deposits and
short-term borrowings.
CAPITAL RATIOS
March 31,
------------------
1998 1997
---- ----
Tier I leverage ratio 8.07% 5.74%
Risk based capital ratio:
Total 14.51% 10.44%
Tier I 12.89% 8.98%
Tier II 1.62% 1.46%
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.
Included in the Tier I calculation, are Trust Preferred Securities issued by a
new subsidiary, FCB/SC Capital Trust I. The new subsidiary was formed on March
12, 1998 as a statutory business trust and exists for the purpose of issuing and
selling $50 million in Trust Preferred Securities. These securities have a 30
year maturity and will be payable at an annual rate of 8.25% semi-annually.
NET INTEREST INCOME (dollars in thousands)
The increase in net interest income in the first quarter was due to growth in
interest-earning assets, primarily commercial and residential mortgage loans.
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)
Three Months Ended March 31,
- ------------------------------------------------------------------------------
Average Volume Interest Average Rate
- ----------------------------- ---------------------- --------------
1998 1997 1998 1997 1998 1997
- ---------- ---------- ------- ------- ---- ----
$1,432,214 $1,279,449 $31,032 $27,534 8.79 8.75
565,005 454,941 7,845 6,488 5.63 5.80
32,003 39,476 692 838 8.65 8.49
49,916 44,693 670 566 5.44 5.15
7,700 10,894 123 167 6.48 6.23
- ---------- ---------- ------- -------
2,086,838 1,829,453 40,362 35,593 7.84 7.91
88,661 80,803
61,922 50,815
27,567 27,139
- ---------- ----------
178,150 158,757
- ---------- ----------
$2,264,988 $1,988,210
$1,544,189 $1,391,796 $14,709 $13,210 3.86 3.86
205,187 161,066 2,458 1,922 4.86 4.85
19,583 9,636 362 189 7.50 7.98
- ---------- ---------- ------- ------
1,768,959 1,562,498 17,529 15,321 4.02 3.99
------- ------
318,456 276,141
15,345 13,723
- ---------- ----------
333,801 289,864
- ---------- ----------
162,228 135,848
- ---------- ----------
$2,264,988 $1,988,210
========== ========== 3.82 3.92
==== ====
$22,833 $20,272 4.44 4.50
======= ======= ==== ====
Variance Due To
-------------------
Rate Volume Variance
---- ------ --------
Interest-earning assets:
Loans $141 $3,357 $3,498
Taxable investment securities (192) 1,549 1,357
Non-taxable investment securities 16 (162) (146)
Federal funds sold 33 71 104
Other earning assets 8 (52) (44)
---- ------ ------
Total interest-earning assets 6 4,763 4,769
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 $28 $1,471 $1,499
Federal funds purchased and securities
sold under agreements to repurchase 0 536 536
Long-term debt (14) 187 173
--- ------ ------
Total interest-bearing liabilities 14 2,194 2,208
--- ------ ------
Noninterest-bearing liabilities:
Demand deposits
Other liabilities
Total noninterest-bearing liabilities
Stockholders' equity
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
Interest rate spread
Net interest margin ($8) $2,569 $2,561
=== ====== ======
* 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 9
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS (continued)
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.
Three Months Ended
March 31,
-------------------
Reserve for loan losses: 1998 1997
------- -------
Balance at beginning of period $26,135 $23,483
Provision for loan losses 281 997
------- -------
Chargeoffs (709) (618)
Recoveries 599 235
------- -------
Net (chargeoffs (110) (383)
------- -------
Balance at end of period $26,306 $24,097
------- -------
Nonperforming assets $ 3,097 $ 3,473
Annualized net chargeoffs to:
Average loans .03% .12%
Loans at end of period .03% .12%
Reserve for loan losses 1.67% 6.36%
NONINTEREST INCOME AND EXPENSE (dollars in thousands)
Total noninterest income increased $962 or 16.94% for the three months ended
March 31, 1998. Most of the increase was due to an increase in service charges
on deposit accounts.
Total noninterest expense was up $1,993 or 11.66% for the three months ended
March 31, 1998. Most of the increase was due to the growth in the number of
branches and related increases in salaries, employee benefits and other
operating expenses.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in market risk exposures that affect the
quantitative and qualitative disclosure presented as part of the
Bancorporation's Annual Report on form 10K for the year ended December 31, 1997.
Page 10
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
Neither Registrant nor its subsidiaries, First-Citizens Bank and Trust Company
of South Carolina, nor its subsidiaries, nor FCB/SC Capital Trust I, 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 24, 1998, Bancorporation announced that, through a newly formed
business trust subsidiary, it completed the issuance and sale of $50 million in
preferred trust capital securities. The trust securities offering was made by
Bancorporation through Wheat First Securities, Inc. Bancorporation is the parent
holding company of First-Citizens Bank and Trust Company of South Carolina and
is headquartered in Columbia, South Carolina.
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, 1998
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: 5/12/98 By: /s/ Jay C. Case
------- -------------------------------------
Jay C. Case, Executive Vice President
(Chief Financial Officer)
Page 12