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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 June 30, 2004

 

Commission File Number 0-11172

 


 

FIRST CITIZENS BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

 


 

South Carolina   57-0738665
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
1225 Lady 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 by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    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 July 31, 2004


Voting Common Stock, $5.00 Par Value

  864,538 Shares

Non-Voting Common Stock, $5.00 Par Value

  36,409 Shares

 



PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION - UNAUDITED (Dollars in thousands, except par values)

 

     JUNE 30,
2004


    DECEMBER 31,
2003


    JUNE 30,
2003


 

ASSETS

                        

Cash and due from banks

   $ 157,924     $ 179,951     $ 168,065  

Federal funds sold

     138,638       41,379       152,215  
    


 


 


Total cash and cash equivalents

     296,562       221,330       320,280  
    


 


 


Investment securities:

                        

Held-to-maturity, at amortized cost (fair value June 30, 2004-$16,616 December 31, 2003-$20,064; and June 30, 2003-$28,441)

     16,550       19,766       27,785  

Available-for-sale, at fair value

     860,457       902,463       895,145  
    


 


 


Total investment securities

     877,007       922,229       922,930  
    


 


 


Gross loans

     3,052,840       2,939,989       2,704,690  

Less: Allowance for loan losses

     (52,188 )     (51,268 )     (48,120 )
    


 


 


Net loans

     3,000,652       2,888,721       2,656,570  
    


 


 


Premises and equipment, net

     148,867       134,756       119,954  

Interest receivable

     14,903       16,429       16,947  

Goodwill

     24,549       24,525       25,624  

Intangible assets

     41,829       45,876       40,201  

Other assets

     52,286       47,594       44,337  
    


 


 


Total assets

   $ 4,456,655     $ 4,301,460     $ 4,146,843  
    


 


 


LIABILITIES AND STOCKHOLDERS’ EQUITY

                        

Liabilities:

                        

Deposits:

                        

Demand

   $ 695,824     $ 651,332     $ 660,173  

Time and savings

     3,094,268       3,062,890       2,913,502  
    


 


 


Total deposits

     3,790,092       3,714,222       3,573,675  

Short-term borrowings and securities sold under agreements to repurchase

     170,363       148,864       151,570  

Long-term debt

     125,361       73,814       72,357  

Other liabilities

     25,008       24,977       28,414  
    


 


 


Total liabilities

     4,110,824       3,961,877       3,826,016  
    


 


 


Commitments and contingencies

     —         —         —    

Stockholders’ equity:

                        

Preferred stock

     3,111       3,111       3,111  

Non-voting common stock - $5.00 par value, authorized 1,000,000; issued and outstanding June 30, 2004, December 31, 2003 and June 30, 2003 - 36,409

     182       182       182  

Voting common stock - $5.00 par value, authorized 2,000,000; issued and outstanding June 30, 2004 - 865,542 December 31, 2003 - 869,072; and June 30, 2003 - 871,392

     4,328       4,345       4,357  

Surplus

     65,081       65,081       65,081  

Undivided profits

     261,364       247,647       229,706  

Accumulated other comprehensive income, net of deferred taxes of $6,335 at June 30, 2004; $10,348 at December 31, 2003; and $9,902 at June 30, 2003

     11,765       19,217       18,390  
    


 


 


Total stockholders’ equity

     345,831       339,583       320,827  
    


 


 


Total liabilities and stockholders’ equity

   $ 4,456,655     $ 4,301,460     $ 4,146,843  
    


 


 


 

See accompanying Notes to the Consolidated Financial Statements

 

Page 2


FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME - UNAUDITED

(Dollars in thousands-except per share data)

 

     FOR THE
QUARTER ENDED
JUNE 30,


   FOR THE
SIX MONTHS ENDED
JUNE 30,


     2004

   2003

   2004

   2003

Interest income:

                           

Interest and fees on loans

   $ 43,473    $ 43,345    $ 86,522    $ 83,509

Interest on investment securities:

                           

Taxable

     4,894      6,674      10,094      13,662

Non-taxable

     96      133      213      275

Federal funds sold

     338      593      697      1,219
    

  

  

  

Total interest income

     48,801      50,745      97,526      98,665
    

  

  

  

Interest expense:

                           

Interest on deposits

     9,067      11,648      18,438      22,842

Interest on short-term borrowings

     372      372      681      733

Interest on long-term debt

     1,767      1,452      3,259      2,532
    

  

  

  

Total interest expense

     11,206      13,472      22,378      26,107
    

  

  

  

Net interest income

     37,595      37,273      75,148      72,558

Provision for loan losses

     3,002      2,425      4,156      3,363
    

  

  

  

Net interest income after provision for loan losses

     34,593      34,848      70,992      69,195
    

  

  

  

Noninterest income:

                           

Service charges on deposits

     8,871      9,084      17,557      17,025

Commissions and fees from fiduciary activities

     816      846      1,583      1,657

Fees for other customer services

     409      380      844      756

Mortgage income

     2,272      1,257      2,593      2,866

Bankcard discount and fees

     1,756      1,584      3,226      2,997

Insurance premiums

     493      568      949      1,034

Gain on sale of investment securities

     570      720      852      720

Other

     545      540      1,135      1,071
    

  

  

  

Total noninterest income

     15,732      14,979      28,739      28,126
    

  

  

  

Noninterest expense:

                           

Salaries and employee benefits

     18,383      17,628      36,692      34,388

Net occupancy expense

     2,930      2,648      5,925      5,255

Furniture and equipment expense

     1,998      1,665      3,977      3,245

Bankcard processing fees

     1,959      1,673      3,610      3,183

Data processing fees

     3,265      2,945      6,387      5,666

Amortization expense

     2,252      1,849      4,516      3,675

Other

     7,030      5,431      13,232      10,450
    

  

  

  

Total noninterest expense

     37,817      33,839      74,339      65,862
    

  

  

  

Income before income tax expense

     12,508      15,988      25,392      31,459

Income tax expense

     4,428      5,691      8,988      11,199
    

  

  

  

Net income

   $ 8,080    $ 10,297    $ 16,404    $ 20,260
    

  

  

  

Net income per common share - basic and diluted

   $ 8.90    $ 11.31    $ 18.05    $ 22.22

Weighted average common shares outstanding-basic and diluted

     903,703      908,855      904,202      909,224

Cash dividends paid per common share

   $ 0.35    $ 0.25    $ 0.70    $ 0.50

 

See accompanying Notes to the Consolidated Financial Statements

 

Page 3


FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME - UNAUDITED

(Dollars in thousands)

 

     PREFERRED
STOCK


    NON -
VOTING
COMMON
STOCK


   VOTING
COMMON
STOCK


    SURPLUS

   UNDIVIDED
PROFITS


    COMPREHENSIVE
INCOME/(LOSS), NET


    TOTAL
STOCK-
  HOLDERS’
EQUITY


 

Balance at December 31, 2002

   $ 3,173     $ 182    $ 4,374     $ 65,081    $ 211,264     $ 19,510     $ 303,584  

Comprehensive income:

                                                      

Net income

                                   20,260               20,260  

Change in net unrealized gains on investment securities available-for-sale, net of benefit of $603

                                           (1,120 )     (1,120 )
                                                  


Total comprehensive income

                                                   19,140  
                                                  


Reacquired preferred stock

     (62 )                           21               (41 )

Reacquired voting common stock

                    (17 )            (1,320 )             (1,337 )

Common stock dividends

                                   (437 )             (437 )

Preferred stock dividends

                                   (82 )             (82 )
    


 

  


 

  


 


 


Balance at June 30, 2003

     3,111       182      4,357       65,081      229,706       18,390       320,827  

Comprehensive income:

                                                      

Net income

                                   19,623               19,623  

Change in net unrealized gains on investment securities available-for-sale, net of tax of $446

                                           827       827  
                                                  


Total comprehensive income

                                                   20,450  
                                                  


Reacquired voting common stock

                    (12 )            (990 )             (1,002 )

Common stock dividends

                                   (609 )             (609 )

Preferred stock dividends

                                   (83 )             (83 )
    


 

  


 

  


 


 


Balance at December 31, 2003

     3,111       182      4,345       65,081      247,647       19,217       339,583  

Comprehensive income:

                                                      

Net income

                                   16,404               16,404  

Change in net unrealized gains on investment securities available-for-sale, net of benefit of $4,013

                                           (7,452 )     (7,452 )
                                                  


Total comprehensive income

                                                   8,952  
                                                  


Reacquired voting common stock

                    (17 )            (1,829 )             (1,846 )

Common stock dividends

                                   (777 )             (777 )

Preferred stock dividends

                                   (81 )             (81 )
    


 

  


 

  


 


 


Balance at June 30, 2004

   $ 3,111     $ 182    $ 4,328     $ 65,081    $ 261,364     $ 11,765     $ 345,831  
    


 

  


 

  


 


 


 

See accompanying Notes to the Consolidated Financial Statements

 

Page 4


FIRST CITIZENS BANCORPORATION, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED (Dollars in thousands)

 

     FOR THE
SIX MONTHS ENDED
JUNE 30,


 
     2004

    2003

 

Cash flows from operating activities:

                

Net income

   $ 16,404     $ 20,260  

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for loan losses

     4,156       3,363  

Depreciation and amortization

     10,566       10,910  

Net accretion of discount (amortization of premium) on investment securities

     1,556       (355 )

Deferred income tax benefit

     (757 )     (1,942 )

Gain on sale of premises and equipment

     (7 )     (146 )

Decrease in interest receivable

     1,526       749  

Increase in interest payable

     1,277       1,533  

Origination of mortgage loans held-for-resale

     (106,614 )     (221,262 )

Proceeds from sales of mortgage loans held-for-resale

     108,846       217,184  

Gain on sales of mortgage loans held-for-resale

     (1,175 )     (3,848 )

Gain on sale of investment securities

     (852 )     (720 )

(Increase) decrease in other assets

     (290 )     3,955  

Decrease in other liabilities

     (1,246 )     (561 )
    


 


Net cash provided by operating activities

     33,390       29,120  
    


 


Cash flows from investing activities:

                

Net increase in loans

     (118,112 )     (94,064 )

Calls, maturities and prepayments of investment securities, held-to-maturity

     6,221       15,882  

Purchases of investment securities, held-to-maturity

     (3,013 )     (4,520 )

Calls, maturities and prepayments of investment securities, available-for-sale

     410,575       247,248  

Purchases of investment securities, available-for-sale

     (380,728 )     (248,103 )

Proceeds from sales of premises and equipment

     13       116  

Purchases of premises and equipment

     (19,892 )     (11,053 )

Decrease in other real estate owned

     576       528  

Increase in intangible assets

     (10 )     (2,154 )

Purchase of institution, net of cash acquired

     —         (9,223 )
    


 


Net cash (used in) provided by investing activities

     (104,370 )     (105,343 )
    


 


Cash flows from financing activities:

                

Net increase in deposits

     75,870       89,817  

Increase in short-term borrowings and securities sold under agreements To repurchase

     21,499       21,210  

Increase in long-term debt

     51,547       —    

Cash dividends paid

     (858 )     (519 )

Cash paid to reacquire preferred stock

     —         (41 )

Cash paid to reacquire common stock

     (1,846 )     (1,337 )
    


 


Net cash provided by financing activities

     146,212       109,130  
    


 


Net increase in cash and cash equivalents

     75,232       32,907  

Cash and cash equivalents at beginning of period

     221,330       287,373  
    


 


Cash and cash equivalents at end of period

   $ 296,562     $ 320,280  
    


 


 

See accompanying Notes to the Consolidated Financial Statements

 

Page 5


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

A summary of the significant accounting policies of First Citizens Bancorporation, Inc. (“Bancorporation”) is set forth in Note 1 to the Consolidated Financial Statements in Bancorporation’s Annual Report on Form 10-K for 2003. The significant accounting policies used during the current quarter are unchanged from those disclosed in the 2003 Annual Report.

 

Basis of presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial statement preparation. In the opinion of management, all material adjustments necessary to present fairly the financial position of Bancorporation as of and for each of the periods presented, and all adjustments comprising normal recurring accruals necessary for a fair presentation of the consolidated financial statements have been recorded. Certain immaterial amounts in prior periods have been reclassified to conform to the 2004 presentation. Such reclassifications had no effect on shareholders’ equity or net income.

 

Change in Accounting Principles and Effects of New Accounting Pronouncements

 

In January 2003, the FASB issued FASB Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FIN 46”). This Interpretation provides guidance with respect to the identification of variable interest entities and when the assets, liabilities, noncontrolling interests, and results of operations of a variable interest entity need to be included in a company’s consolidated financial statements. The Interpretation requires consolidation by business enterprises of variable interest entities in cases where the equity investment at risk is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, which is provided through other interests that will absorb some or all of the expected losses of the entity, or in cases where the equity investors lack one or more of the essential characteristics of a controlling financial interest, which include the ability to make decisions about the entity’s activities through voting rights, the obligations to absorb the expected losses of the entity if they occur, or the right to receive the expected residual returns of the entity if they occur. Due to significant implementation concerns, the FASB modified the wording of FIN 46 and issued FIN 46R in December of 2003. FIN 46R deferred the effective date for the provisions of FIN 46 to entities other than Special Purpose Entities (“SPEs”) until financial statements are issued for periods ending after March 15, 2004. Management has evaluated investments in variable interest entities and potential variable interest entities or transactions, particularly a limited liability partnership involved in low-income housing development (“LIHTC”) and trust preferred securities structures because these entities or transactions constitute Bancorporation’s primary FIN 46 and FIN 46R exposure. Under FIN 46, it was determined that Bancorporation is not the primary beneficiary of the FCB/SC Capital Trust I or FCB/SC Capital Trust II, each of which issued trust preferred securities. Thus, trust preferred securities related to FCB/SC Capital Trust I were deconsolidated as of December 31, 2003. FCB/SC Capital Trust II was not outstanding at December 31, 2003. During the quarter ended June 30, 2004, FCB/SC Capital Trust II issued trust preferred securities. Other assets and long-term debt reflect $3,094 related to FCB/SC Capital Trust I and II in the Consolidated Statements of Condition. As of December 31, 2003, Bancorporation adopted FIN 46R. Adoption of FIN 46 and FIN 46R did not have a material effect on Bancorporation’s consolidated financial position or consolidated results of operations beyond the impact of trust preferred securities because it was determined that Bancorporation is not the primary beneficiary of its LIHTC investments. Bancorporation’s involvement with variable interest entities is limited to $1.5 million in outstanding balances in LIHTC investments with no additional monies in future funding commitments. Bancorporation has utilized LIHTC investments to invest in areas serving low to moderate income communities since 2002. Interpretive guidance relating to FIN 46R is continuing to evolve and Bancorporation’s management will continue to assess various aspects of consolidations and variable interest entity accounting as additional guidance becomes available.

 

In December 2003, the FASB issued SFAS No. 132 (revised 2003), “Employers’ Disclosures about Pensions and Postretirement Benefits.” This Statement requires additional disclosures about the assets, obligations and cash flows of defined benefit pension and postretirement plans, as well as the expense recorded for such plans. The revised disclosures, which are required to be provided on a quarterly basis, are presented herein.

 

In December 2003, the Accounting Standards Executive Committee (“AcSEC”) issued Statement of Position (“SOP”) 03-3, “Accounting for Certain Loans or Debt Securities Acquired in a Transfer.” The SOP is effective for loans acquired in fiscal years beginning after December 15, 2004. The SOP addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor’s initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes loans acquired in business combinations. The SOP does not apply to loans originated by Bancorporation. Bancorporation intends to adopt the provisions of SOP 03-3 effective January 1, 2005, and does not expect the initial implementation to have a significant impact on Bancorporation’s consolidated financial position or consolidated results of operations. Management is currently assessing the long-term effect of the SOP.

 

Page 6


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

 

 

On March 9, 2004, the SEC Staff issued Staff Accounting Bulletin No. 105, “Application of Accounting Principles to Loan Commitments” (“SAB 105”). SAB 105 clarifies existing accounting practices relating to the valuation of issued loan commitments, including interest rate lock commitments (“IRLC”), subject to Derivative Implementation Group Issue C-13, “When a Loan Commitment is included in the Scope of Statement 133”, by requiring all registrants to begin accounting for these commitments subject to SFAS No. 133. Furthermore, SAB 105 disallows the inclusion of the values of a servicing component and other internally developed intangible assets in the initial and subsequent IRLC valuation. The provisions of SAB 105 were effective for loan commitments entered into after March 31, 2004. The implementation did not have a material impact on our results of operations.

 

Goodwill and Other Intangibles (Dollars in thousands)

 

In accordance with SFAS No.142, no goodwill amortization was recorded for the quarter or six months ended June 30, 2004. The changes in the carrying amount of goodwill for the six months ended June 30, 2004, and the year ended December 31, 2003 are as follows:

 

Balance, January 1, 2003

   $ 4,479  

First Banks acquisition

     21,145  
    


Balance, June 30, 2003

     25,624  

Purchase price adjustments *

     (1,099 )
    


Balance, December 31, 2003

     24,525  

Purchase price adjustments *

     24  
    


Balance, June 30, 2004

   $ 24,549  
    


* The purchase price adjustments above reflect adjustments to the purchase price subsequent to the date of the acquisition.

 

The following table relates to the carrying values of core deposit intangibles recorded in Bancorporation’s consolidated financial statements, all of which are being amortized:

 

     AS OF
JUNE 30,
2004


    AS OF
DECEMBER 31,
2003


    AS OF
JUNE 30,
2003


 

Gross carrying value

   $ 117,766     $ 117,778     $ 109,731  

Accumulated amortization

     (82,876 )     (78,360 )     (73,710 )
    


 


 


Balance at end of period

   $ 34,890     $ 39,418     $ 36,021  
    


 


 


 

Amortization expense on core deposit intangibles was $4,516 and $3,675 for the six months ended June 30, 2004 and 2003, respectively. Amortization expense on core deposit intangibles was $2,252 and $1,849 for the quarters ended June 30, 2004 and 2003, respectively. The increase in amortization expense during the periods is primarily due to an increase in core deposit intangibles related to an acquisition completed after June 30, 2003.

 

Bancorporation projects the following aggregate amortization expense based on existing core deposit intangibles for each of the next five years:

 

For the year ended December 31:

 

2004

   $ 9,020

2005

     7,620

2006

     5,947

2007

     5,186

2008

     4,898

 

Mortgage servicing rights as of June 30, 2004, December 31, 2003 and June 30, 2003 were $6,939, $6,458, and $4,180, respectively.

 

 

Page 7


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

 

For the quarter ended June 30, 2004, amortization expense related to mortgage servicing rights, included as a reduction of mortgage income in the Consolidated Statements of Income, was negative $741. This was the result of the recapture of $1,216 of previously recorded impairment partially offset by normal amortization. For the quarter ended June 30, 2003, amortization was $1,836, consisting of $1,372 in impairment charges and the remainder consisting of normal amortization.

 

Amortization expense related to mortgage servicing rights, included as a reduction of mortgage income in the Consolidated Statements of Income, was $275 and $2,666 for the six months ended June 30, 2004 and 2003, respectively. Amortization expense was reduced for $680 of net recapture of impairment of mortgage servicing rights for the six months ended June 30, 2004. For the six months ended June 30, 2003, amortization expense was increased by $1,801 for impairment of mortgage servicing rights. Normal amortization was $955 and $865 for the six months ended June 30, 2004 and 2003, respectively.

 

Mergers and Acquisitions (Dollars in thousands)

 

There were no mergers or acquisitions completed during the six months ended June 30, 2004.

 

Employee benefits (Dollars in thousands)

 

The following table details the components of pension expense recognized as a component of salaries and employee benefits in Bancorporation’s Consolidated Statements of Income:

 

     FOR THE
QUARTER ENDED
JUNE 30,


    FOR THE SIX
MONTHS ENDED
JUNE 30,


 
     2004

    2003

    2004

    2003

 

Service costs

   $ 786     $ 652     $ 1,603     $ 1,303  

Interest costs

     809       771       1,650       1,542  

Expected return on plan assets

     (990 )     (908 )     (2,019 )     (1,815 )

Amortization of prior service costs

     —         21       —         42  

Recognized net actuarial loss

     265       234       540       468  
    


 


 


 


Net pension expense

   $ 870     $ 770     $ 1,774     $ 1,540  
    


 


 


 


 

Bancorporation previously disclosed in its consolidated financial statements for the year ended December 31, 2003 that the estimated employer contributions for 2004 was $3,710. In April 2004, Bancorporation made its entire 2004 contribution of $3,528.

 

Earnings per share (Dollars in thousands, except per share data)

 

Bancorporation’s basic and diluted earnings per common share were calculated as follows:

 

    

FOR THE

QUARTER ENDED
JUNE 30,


   

FOR THE

SIX MONTHS ENDED
JUNE 30,


 
     2004

    2003

    2004

    2003

 

Net income

   $ 8,080     $ 10,297     $ 16,404     $ 20,260  

Less: Preferred stock dividends

     (41 )     (41 )     (81 )     (82 )

Plus: Preferred stock redemption excess consideration

     —         21       —         21  
    


 


 


 


Net income applicable to common stock

   $ 8,039     $ 10,277     $ 16,323     $ 20,199  
    


 


 


 


Weighted average common shares outstanding-basic and diluted

     903,703       908,855       904,202       909,224  

Net income per common share-basic and diluted

   $ 8.90     $ 11.31     $ 18.05     $ 22.22  

 

Page 8


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

 

Long-term debt (Dollars in thousands)

 

On May 7, 2004, Bancorporation completed the sale of trust preferred securities in the aggregate amount of $50,000. The securities were issued by FCB/SC Capital Trust II, an unconsolidated statutory trust subsidiary (“Cap Trust II”) formed by Bancorporation, and were sold in a private transaction pursuant to an applicable exemption from registration under the Securities Act of 1933, as amended (the “Act”). These trust preferred securities have a variable rate of interest set at 3 month LIBOR plus 2.25% which will reset quarterly. The principal assets of Cap Trust II will mature on June 15, 2034. The principal amount of these securities can be prepaid, subject to possible regulatory approval, in whole or part at any time on or after June 15, 2009. Additionally, Cap Trust II has issued to Bancorporation $1,547 in liquidation amount of its common securities which constitute all of Cap Trust II’s outstanding securities.

 

These trust preferred securities are included in Tier I capital for regulatory capital adequacy purposes. The obligations of Bancorporation with respect to the issuance of these trust preferred securities constitute a full and unconditional guarantee by Bancorporation of Cap Trust II’s obligations with respect to the trust preferred securities.

 

Subsequent events (Dollars in thousands)

 

On July 22, 2004, Bancorporation’s Board of Directors declared a $.35 dividend on common stock to shareholders of record on August 13, 2004, payable August 25, 2004.

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

The following discussion may contain statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of the qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of Bancorporation and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of Bancorporation’s customers, competition, deposit attrition, actions of government regulators, the level of market interest rates, and general economic conditions.

 

Critical Accounting Policies

 

The accounting and reporting policies of Bancorporation and its subsidiaries are in accordance with accounting principles generally accepted in the United States and conform to general practices within the banking industry. Bancorporation’s financial position and results of operations are affected by management’s application of accounting policies, including judgments made to arrive at the carrying value of assets and liabilities and amounts reported for revenues, expenses and related disclosures. Different assumptions in the application of these policies could result in material changes in Bancorporation’s consolidated financial position and/or consolidated results of operations. The more critical accounting and reporting policies include Bancorporation’s accounting for the allowance for loan losses, valuation of mortgage servicing rights, pension, goodwill and intangible assets associated with mergers and acquisitions, and income taxes. Bancorporation’s accounting policies are fundamental to understanding Management’s Discussion and Analysis of Financial Condition and Results of Operations. Accordingly, Bancorporation’s significant accounting policies are discussed in detail in Bancorporation’s 2003 Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

Page 9


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

EXECUTIVE OVERVIEW OF SECOND QUARTER RESULTS AND CURRENT TRENDS

 

Second quarter earnings experienced continued pressure from net interest margin compression and a decline in mortgage refinancing activity. Net interest income continues to experience pressure caused by the current low interest rate environment. In addition, noninterest income has been hampered by a significant decline in mortgage refinancing activity. Consequently, growth in net interest income and noninterest income has not been sufficient to offset the increase in operating expenses. Bancorporation expects that it will continue to experience margin compression if interest rates remain at their current low levels.

 

Reference should be made to the remainder of this Management’s Discussion and Analysis and to the consolidated financial statements with respect to more detailed information about the financial condition and operating results of Bancorporation.

 

RESULTS OF OPERATIONS

 

Summary (Dollars in thousands)

 

Net income for the quarter and six months ended June 30, 2004 was $8,080 and $16,404, respectively. Net income per common share (basic and diluted) was $8.90 and $18.05 for the quarter and six months ended June 30, 2004, respectively. Net income for the quarter and six months ended June 30, 2003 was $10,297 and $20,260, respectively. Net income per common share (basic and diluted) was $11.31 and $22.22, respectively. The increase in net interest income during the quarter and six months ended June 30, 2004 was not sufficient to mitigate the increase in net noninterest expense (noninterest income less noninterest expense). Consequently, net income is down for both comparable periods. See calculation of earnings per share in the Notes to the Consolidated Financial Statements.

 

Net interest income increased by $322 or by 0.86% over the comparable quarter in 2003 primarily due to earning asset growth. Earning asset growth was primarily attributable to internal growth. The effect of earning asset growth was significantly offset by the decline in the ratio of net interest income to average earning assets from 3.97% to 3.74% during the quarter.

 

Net interest income increased by $2,590 or by 3.57% over the comparable six-month period in 2003 primarily due to internal growth in earning assets, as well as the First Banks acquisition on April 1, 2003. The effect of earning asset growth was significantly offset by the decline in the ratio of net interest income to average earning assets from 4.02% to 3.76% during the comparable six-month period.

 

See Table 2 and “Net interest income” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed analysis and discussion of net interest income.

 

For the quarter ended June 30, 2004, noninterest income increased by $753, or by 5.03% over the comparable period in 2003, while noninterest expense increased by $3,978, or by 11.76% over the comparable period in 2003. Noninterest income increased by $613, or by 2.18%, while noninterest expense increased by $8,477, or by 12.87% for the comparable six-month period. See “Noninterest income and expense” in Management’s Discussion and Analysis of Financial Condition and Results of Operations for a detailed discussion of noninterest income and expense.

 

Return on average stockholders’ equity and average assets are key measures of earnings performance. Return on average stockholders’ equity for the quarters ended June 30, 2004 and June 30, 2003 was 9.27% and 12.99%, respectively. Return on average assets decreased from 1.00% for the quarter ended June 30, 2003 to 0.73% for the quarter ended June 30, 2004.

 

Return on average stockholders’ equity for the six months ended June 30, 2004 and June 30, 2003 was 9.47% and 13.02%, respectively. Return on average assets decreased from 1.02% for the six months ended June 30, 2003 to 0.75% for the six months ended June 30, 2004.

 

The decline in return on average assets and the decline in return on average stockholders’ equity for both periods was primarily due to net interest margin compression.

 

Page 10


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Table 1 provides summary information on selected ratios, average and year-to-date balances.

 

Table 1: Selected Summary Information (Dollars in thousands, except per share data)

 

    

AS OF AND FOR THE

QUARTER ENDED

JUNE 30,


   

AS OF AND FOR THE

SIX MONTHS ENDED

JUNE 30,


 
     2004

    2003

    2004

    2003

 

Selected ratios:

                                

Return on average assets

     0.73 %     1.00 %     0.75 %     1.02 %

Return on average stockholders’ equity

     9.27 %     12.99 %     9.47 %     13.02 %

Net interest income to average interest-earning assets (tax equivalent)

     3.74 %     3.97 %     3.76 %     4.02 %

Average loans to average deposits

     79.59 %     74.47 %     78.69 %     73.66 %

Allowance for loan losses to total loans

     1.71 %     1.78 %     1.71 %     1.78 %

Average stockholders’ equity to average total assets

     7.90 %     7.70 %     7.88 %     7.87 %

Average common stockholders’ equity to average total assets

     7.83 %     7.62 %     7.81 %     7.79 %

Dividends per common share

   $ 0.35     $ 0.25     $ 0.70     $ 0.50  

Total risk-based capital ratio

     13.69 %     12.35 %     13.69 %     12.35 %

Tier I risk-based capital ratio

     12.03 %     10.38 %     12.03 %     10.38 %

Tier I leverage ratio

     8.55 %     7.14 %     8.55 %     7.14 %

Selected average balances:

                                

Total assets

   $ 4,438,984     $ 4,130,999     $ 4,420,678     $ 3,987,271  

Interest-earning assets

     4,061,043       3,793,182       4,042,782       3,661,959  

Investment securities

     904,207       947,474       913,320       929,595  

Loans

     3,016,043       2,648,775       2,983,888       2,528,637  

Deposits

     3,789,529       3,556,858       3,791,960       3,432,643  

Noninterest-bearing deposits

     691,817       634,456       675,517       604,628  

Interest-bearing deposits

     3,097,712       2,922,402       3,116,443       2,828,015  

Interest-bearing liabilities

     3,371,086       3,149,516       3,370,777       3,040,634  

Stockholders’ equity

     350,743       318,033       348,195       313,831  

Selected year-to-date balances:

                                

Total assets

   $ 4,456,655     $ 4,146,843     $ 4,456,655     $ 4,146,843  

Interest-earning assets

     4,068,485       3,779,835       4,068,485       3,779,835  

Investment securities

     877,007       922,930       877,007       922,930  

Loans

     3,052,840       2,704,690       3,052,840       2,704,690  

Deposits

     3,790,092       3,573,675       3,790,092       3,573,675  

Noninterest-bearing deposits

     695,824       660,173       695,824       660,173  

Interest-bearing deposits

     3,094,268       2,913,502       3,094,268       2,913,502  

Interest-bearing liabilities

     3,389,992       3,137,429       3,389,992       3,137,429  

Stockholders’ equity

     345,831       320,827       345,831       320,827  

 

Page 11


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

 

Net interest income (Dollars in thousands)

 

Net interest income represents the principal source of earnings for Bancorporation. Tables 2 and 3 compare average balance sheet items and analyzes net interest income on a tax equivalent basis for the quarters and six months ended June 30, 2004 and 2003.

 

Table 2: Comparative Average Balance Sheets and Tax Equivalent Rate/Volume Variance (Dollars in thousands)

 

AS OF AND FOR THE QUARTER ENDED JUNE 30,

 

    AVERAGE BALANCE

  INTEREST/EXP (1)

  YIELD/
RATE


   

CHANGE DUE

TO (2)


   

NET

INCREASE

(DECREASE)


 
    2004

  2003

  2004

  2003

  2004

    2003

    YIELD /
RATE


    VOLUME

   

Interest-earning assets:

                                                           

Loans (3)

  $ 3,016,043   $ 2,648,775   $ 43,626   $ 43,522   5.82 %   6.59 %   $ (5,240 )   $ 5,344     $ 104  

Investment securities:

                                                           

Taxable

    894,919     933,869     4,894     6,674   2.20     2.87       (1,566 )     (214 )     (1,780 )

Non-taxable

    9,288     13,605     147     205   6.33     6.03       10       (68 )     (58 )

Federal funds sold

    140,793     196,933     338     593   0.97     1.21       (119 )     (136 )     (255 )
   

 

 

 

 

 

 


 


 


Total interest-earning assets

    4,061,043     3,793,182     49,005     50,994   4.85     5.39       (6,915 )     4,926       (1,989 )
   

 

 

 

 

 

 


 


 


Noninterest-earning assets:

                                                           

Cash and due from banks

    155,573     138,957                                                

Premises and equipment

    144,978     118,228                                                

Other, less allowance for loan losses

    77,390     80,632                                                
   

 

                                               

Total noninterest-earning assets

    377,941     337,817                                                
   

 

                                               

Total assets

  $ 4,438,984   $ 4,130,999                                                
   

 

                                               

Interest-bearing liabilities:

                                                           

Deposits

  $ 3,097,712   $ 2,922,402   $ 9,067   $ 11,648   1.18 %   1.60 %   $ (3,098 )   $ 517     $ (2,581 )

Securities sold under agreements to repurchase

    170,797     154,757     372     372   0.88     0.96       (35 )     35       —    

Long-term debt

    102,577     72,357     1,767     1,452   6.89     8.03       (206 )     521       315  
   

 

 

 

 

 

 


 


 


Total interest-bearing liabilities

    3,371,086     3,149,516     11,206     13,472   1.34     1.72       (3,339 )     1,073       (2,266 )
   

 

 

 

 

 

 


 


 


Noninterest-bearing liabilities:

                                                           

Demand deposits

    691,817     634,456                                                

Other liabilities

    25,338     28,994                                                
   

 

                                               

Total noninterest-bearing liabilities

    717,155     663,450                                                
   

 

                                               

Total liabilities

    4,088,241     3,812,966                                                
   

 

                                               

Stockholders’ equity

    350,743     318,033                                                
   

 

                                               

Total liabilities and stockholders’ equity

  $ 4,438,984   $ 4,130,999                                                
   

 

                                               

Net interest spread

                          3.51 %   3.67 %                        
                           

 

                       

Net interest income:

              $ 37,799   $ 37,522               ($ 3,576 )   $ 3,853     $ 277  
               

 

             


 


 


to average assets

                          3.42 %   3.64 %                        
                           

 

                       

to average interest-earning assets

                          3.74 %   3.97 %                        
                           

 

                       

(1) Non-taxable interest income has been adjusted to a tax equivalent amount using the incremental statutory federal income tax rate of 35%. The net tax equivalent adjustment amounts included in the above table were $204 and $249 for the quarters ended June 30, 2004 and 2003, respectively.
(2) Yield/rate-volume changes have been allocated to each category based on the percentage of each to the total change.
(3) Nonaccrual loans are included in the average loan balances. Interest income on nonaccrual loans is generally recognized on a cash basis.

 

Page 12


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Table 3: Comparative Average Balance Sheets and Tax Equivalent Rate/Volume Variance (Dollars in thousands)

 

AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,

 

     AVERAGE BALANCE

   INTEREST/EXP (1)

   YIELD/
RATE


    CHANGE DUE TO (2)

    

NET

INCREASE

(DECREASE)


 
     2004

   2003

   2004

   2003

   2004

    2003

    YIELD /
RATE


     VOLUME

    

Interest-earning assets:

                                                                  

Loans (3)

   $ 2,983,888    $ 2,528,637    $ 86,836    $ 83,879    5.85 %   6.69 %   $ (10,359 )    $ 13,316      $ 2,957  

Investment securities:

                                                                  

Taxable

     903,201      916,850      10,094      13,662    2.25     3.00       (3,414 )      (154 )      (3,568 )

Non-taxable

     10,119      12,745      329      423    6.50     6.64       (9 )      (85 )      (94 )

Federal funds sold

     145,574      203,727      697      1,219    0.96     1.21       (243 )      (279 )      (522 )
    

  

  

  

  

 

 


  


  


Total interest-earning assets

     4,042,782      3,661,959      97,956      99,183    4.87     5.46       (14,025 )      12,798        (1,227 )
    

  

  

  

  

 

 


  


  


Noninterest-earning assets:

                                                                  

Cash and due from banks

     158,342      141,753                                                     

Premises and equipment

     141,917      114,786                                                     

Other, less allowance for loan losses

     77,637      68,773                                                     
    

  

                                                    

Total noninterest-earning assets

     377,896      325,312                                                     
    

  

                                                    

Total assets

   $ 4,420,678    $ 3,987,271                                                     
    

  

                                                    

Interest-bearing liabilities:

                                                                  

Deposits

   $ 3,116,443    $ 2,828,015    $ 18,438    $ 22,842    1.19 %   1.63 %   $ (6,120 )    $ 1,716      $ (4,404 )

Securities sold under agreements to repurchase

     166,867      149,822      681      733    0.82     0.99       (122 )      70        (52 )

Long-term debt

     87,467      62,797      3,259      2,532    7.45     8.06       (192 )      919        727  
    

  

  

  

  

 

 


  


  


Total interest-bearing liabilities

     3,370,777      3,040,634      22,378      26,107    1.33     1.73       (6,434 )      2,705        (3,729 )
    

  

  

  

  

 

 


  


  


Noninterest-bearing liabilities:

                                                                  

Demand deposits

     675,517      604,628                                                     

Other liabilities

     26,189      28,178                                                     
    

  

                                                    

Total noninterest-bearing liabilities

     701,706      632,806                                                     
    

  

                                                    

Total liabilities

     4,072,483      3,673,440                                                     
    

  

                                                    

Stockholders’ equity

     348,195      313,831                                                     
    

  

                                                    

Total liabilities and stockholders’ equity

   $ 4,420,678    $ 3,987,271                                                     
                                                                    

Net interest spread

                               3.54 %   3.73 %                          
                                

 

                         

Net interest income:

                 $ 75,578    $ 73,076                ($ 7,591 )    $ 10,093      $ 2,502  
                  

  

              


  


  


to average assets

                               3.44 %   3.70 %                          
                                

 

                         

to average interest-earning assets

                               3.76 %   4.02 %                          
                                

 

                         

 

(1) Non-taxable interest income has been adjusted to a tax equivalent amount using the incremental statutory federal income tax rate of 35%. The net tax equivalent adjustment amounts included in the above table were $430 and $518 for the six months ended June 30, 2004 and 2003, respectively.
(2) Yield/rate-volume changes have been allocated to each category based on the percentage of each to the total change.
(4) Nonaccrual loans are included in the average loan balances. Interest income on nonaccrual loans is generally recognized on a cash basis.

 

 

Page 13


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

 

Net interest income (continued)

 

Current quarter compared to prior year quarter

 

Net interest income on a tax equivalent basis increased $277 or 0.74% for the quarter ended June 30, 2004, over the comparable period in 2003. The increase in net interest income was due to 7.06% earning asset growth during the comparable periods, partially offset by a decline in the ratio of net interest income to average interest-earning assets.

 

Net interest income to average interest-earning assets decreased from 3.97% for the quarter ended June 30, 2003 to 3.74% for the quarter ended June 30, 2004. This was primarily attributable to a decrease in the net interest spread from 3.67% for the quarter ended June 30, 2003 to 3.51% for the quarter ended June 30, 2004. The decrease in the net interest spread was due to the decrease in the ratio of interest income to interest-earning assets exceeding the decrease in the ratio of interest expense to interest-bearing liabilities. The yield on interest-earning assets decreased from 5.39% for the quarter ended June 30, 2003 to 4.85% for the quarter ended June 30, 2004, or by 54 basis points, while the cost of interest-bearing liabilities decreased from 1.72% to 1.34%, or by 38 basis points. The decrease in the yield on interest-earning assets was primarily due to decreases in the yields on loans (from 6.59% for the quarter ended June 30, 2003 to 5.82% for the quarter ended June 30, 2004) and investment securities (from 2.91% for the quarter ended June 30, 2003 to 2.24% for the quarter ended June 30, 2004). The decrease in the cost of interest-bearing liabilities was primarily due to a decrease in the rates paid on interest-bearing deposits (from 1.60% for the quarter ended June 30, 2003 to 1.18% for the quarter ended June 30, 2004). Decreases in yields on interest-earning assets have occurred as rates have declined significantly on new loans and investments added to replace those that were refinanced or called away, respectively. Decreases in rates paid on interest-bearing deposits are primarily due to lower rates paid on new and matured time deposits.

 

Current year-to-date period compared to prior year-to-date period

 

Net interest income on a tax equivalent basis increased $2,502 or 3.42% for the six months ended June 30, 2004, over the comparable period in 2003. The increase in net interest income was due to 10.40% earning asset growth during the comparable periods, partially offset by a decline in net interest income to average interest-earning assets.

 

Net interest income to average interest-earning assets decreased from 4.02% for the six months ended June 30, 2003 to 3.76% for the six months ended June 30, 2004. This was primarily attributable to a decrease in the net interest spread from 3.73% for the six months ended June 30, 2003 to 3.54% for the six months ended June 30, 2004. The decrease in the net interest spread was due to the decrease in the ratio of interest income to interest-earning assets exceeding the decrease in the ratio of interest expense to interest-bearing liabilities. The yield on interest-earning assets decreased from 5.46% for the six months ended June 30, 2003 to 4.87% for the six months ended June 30, 2004, or by 59 basis points, while the cost of interest-bearing liabilities decreased from 1.73% to 1.33%, or by 40 basis points. The decrease in the yield on interest-earning assets was primarily due to decreases in the yields on loans (from 6.69% for the six months ended June 30, 2003 to 5.85% for the six months ended June 30, 2004) and investment securities (from 3.06% for the six months ended June 30, 2003 to 2.30% for the six months ended June 30, 2004). The decrease in the cost of interest-bearing liabilities was primarily due to a decrease in the rates paid on interest-bearing deposits (from 1.63% for the six months ended June 30, 2003 to 1.19% for the six months ended June 30, 2004). Decreases in yields on interest-earning assets have occurred as rates have declined significantly on new loans and investments added to replace those that were refinanced or called away, respectively. Decreases in rates paid on interest-bearing deposits are primarily due to lower rates paid on new and matured time deposits.

 

Page 14


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(continued)

 

Noninterest income and expense (Dollars in thousands)

 

Current quarter compared to prior year quarter

 

Noninterest income increased by $753 or by 5.03% for the quarter ended June 30, 2004, compared to the same period in 2003. Mortgage income increased by $1,015 or by 80.75% primarily due to the recapture of impairment on mortgage servicing rights as a result of increased mortgage interest rates since the first quarter 2004. The increase in mortgage income included a $2,568 increase in servicing income and a $1,553 decrease in the gain on sale of mortgage loans held for sale. Servicing income benefited from the recapture of mortgage servicing rights impairment of $1,216 for the quarter ended June 30, 2004, compared to a $1,372 impairment charge for the quarter ended June 30, 2003. Adjusting for mortgage servicing rights recapture recorded during the quarter ended June 30, 2004 and impairment recorded during the quarter ended June 30, 2003, mortgage income would have been down $1,572 for the quarter ended June 30, 2004. The decline in the gain on sale of mortgage loans held for sale was primarily due to a decline in the volume of mortgage loans originated and sold into the secondary market during the quarter. Originations of mortgage loans held for sale declined by $73,917, or by 54.71% for the comparable quarter of 2003.

 

Noninterest expense increased by $3,978, or by 11.76% for the quarter ended June 30, 2004 over the comparable period in 2003 due to increases in salaries and employee benefits, costs associated with the introduction of First Citizens’ new brand, amortization expense related to core deposit intangibles, and in other operating expenses as a result of the on-going growth of the franchise. Salaries and employee benefits increased by $755, or by 4.28%, during the quarter primarily due to an increase in the number of employees (primarily due to new branch offices) and merit increases. During the quarter, expense of $1,017 was incurred relating to the promotion of First Citizens’ new brand. These costs are included in the “Other” category under noninterest expense in the Consolidated Statements of Income. Amortization expense related to core deposit intangibles increased by $403, or by 21.80% during the quarter primarily due to acquisitions consummated after the second quarter of 2003. The remainder of noninterest expense increased primarily due to increases in occupancy (primarily depreciation expense discussed in “Premises and equipment” in Financial Condition below), furniture and fixtures, and data processing expenses. These costs increased primarily due to expansion through acquisitions and construction of new branch offices and an increase in the number of accounts processed by third parties.

 

Current year-to-date period compared to prior year-to-date period

 

Noninterest income increased by $613 or by 2.18% for the six months ended June 30, 2004, compared to the same period in 2003. Service charges on deposits increased by $532 or by 3.12% over the comparable period primarily due to overall deposit growth. Gain on sale of investment securities increased by $132. These increases were offset by a $273 decrease in mortgage income primarily due to a decline in mortgage refinancing activity during the first six months of 2004. The decrease in mortgage income included a $2,673 decrease in the gain on sale of mortgage loans held for sale. Servicing income was reduced by amortization expense on mortgage servicing rights of $275 and $2,666 for the six months ended June 30, 2004 and 2003 respectively. Adjusting for mortgage servicing rights recapture recorded during the six months ended June 30, 2004 and impairment recorded during the six months ended June 30, 2003, mortgage income would have been down $2,754 for the six months ended June 30, 2004. The decline in the gain on sale of mortgage loans held for sale was primarily due to a decline in the volume of mortgage loans originated and sold into the secondary market during the six months. Originations of mortgage loans held for sale declined by $154,753, or by 59.21% during the six months ended June 30, 2004.

 

Noninterest expense increased by $8,477, or by 12.87%, for the six months ended June 30, 2004 over the comparable period in 2003 primarily due to increases in salaries and employee benefits, costs associated with the introduction of First Citizens’ new brand, amortization expense related to core deposit intangibles, and in other operating expenses as a result of the on-going growth of the franchise. Salaries and employee benefits increased by $2,304, or by 6.70%, during the six months primarily due to an increase in the number of employees (primarily due to new branch offices) and merit increases. During the six months ended June 30, 2004, expense of $2,078 was incurred relating to the introduction of First Citizens’ new brand. The majority of these costs related to promotion of the new brand and the write-off of existing signage. These costs are included in the “Other” category under noninterest expense in the Consolidated Statements of Income. Amortization expense related to core deposit intangibles increased by $841, or 22.88% during the six months ended June 30, 2004 primarily due to acquisitions consummated after June 30, 2003. The remainder of the increase in noninterest expense was primarily due to increases in occupancy (primarily depreciation expense discussed in “Premises and equipment” in Financial Condition below), furniture and fixtures and data processing expenses. These costs increased primarily due to expansion through acquisitions and construction of new branch offices and an increase in the number of accounts processed by third parties.

 

Page 15


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Income taxes (Dollars in thousands)

 

Total income tax expense decreased by $1,263 or 22.19% for the quarter ended June 30, 2004 compared to the same period in 2003. Total income tax expense decreased by $2,211 or 19.74% for the six months ended June 30, 2004 compared to the same period in 2003. The effective tax rate was 35.40% and 35.60% for the quarters and six months ending June 30, 2004 and June 30, 2003, respectively.

 

FINANCIAL CONDITION

 

Investment securities (Dollars in thousands)

 

As of June 30, 2004, the investment portfolio totaled $877,007, compared to $922,229 at December 31, 2003 (a decrease of 4.90%) and $922,930 at June 30, 2003 (a decrease of 4.98%), respectively. Bancorporation continues to invest primarily in short-term U.S. government obligations and agency securities to minimize credit, interest rate and liquidity risks. The investment portfolio consisted of 91.71%, 92.16% and 92.46% U.S. government and agency securities as of June 30, 2004, December 31, 2003, and June 30, 2003, respectively. The remainder of the investment portfolio consisted of municipal bonds and equity securities.

 

Loans (Dollars in thousands)

 

As of June 30, 2004, loans totaled $3,052,840, compared to $2,939,989 at December 31, 2003 (an increase of 3.84%) and $2,704,690 at June 30, 2003 (an increase of 12.87%), respectively. Most of the growth in loans was experienced in the commercial and consumer direct loan portfolios. The composition of the loan portfolio has not shifted significantly since June 30, 2003 or December 31, 2003. Loan growth was funded through core deposits and short-term borrowed funds in the form of repurchase agreements with customers.

 

Allowance for loan losses and asset quality (Dollars in thousands)

 

Bancorporation’s allowance for loan losses represented 1.71% of gross loans at June 30, 2004, compared to 1.74% at December 31, 2003 and 1.78% at June 30, 2003. The percentage is unchanged from the previous quarter. Provision for loan losses of $3,002 was charged to operations for the quarter ended June 30, 2004 compared to $2,425 for the quarter ended June 30, 2003, an increase of 23.79%. Provision for loan losses of $4,156 was charged to operations for the six months ended June 30, 2004 compared to $3,363 for the six months ended June 30, 2003, an increase of 23.58%. The increases were primarily due to increases in the dollar amount of net charge-offs for the quarter and six months ended June 30, 2004. The ratio of net charge-offs to total loans remained relatively stable. Overall, credit quality remained strong during the quarter.

 

Bancorporation believes that its allowance for loan losses is adequate to cover losses inherent in its portfolio at June 30, 2004. Management believes that the provision taken during the quarter ended June 30, 2004 was appropriate to provide an allowance for loan losses which considers the past experience and current trend of charge-offs, the level of past due and nonaccrual loans, the size and mix of the loan portfolio, credit classifications and general economic conditions affecting Bancorporation’s market areas.

 

Page 16


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

 

An analysis of activity in the allowance for loan losses as of June 30, 2004 and 2003 is presented below. The allowance for loan losses is maintained through charges to the provision for loan losses. Loan charge-offs and recoveries are charged or credited directly to the allowance for loan losses.

 

     AS OF AND FOR
THE QUARTER
ENDED JUNE 30,


    AS OF AND FOR
THE SIX MONTHS
ENDED JUNE 30,


 
     2004

    2003

    2004

    2003

 

Allowance for loan losses:

                                

Balance at beginning of period

   $ 50,892     $ 43,304     $ 51,268     $ 43,305  

Addition related to acquisitions

     —         3,776       —         3,776  

Provision for loan losses

     3,002       2,425       4,156       3,363  
    


 


 


 


Charge-offs

     (2,295 )     (1,796 )     (4,178 )     (3,257 )

Recoveries

     589       411       942       933  
    


 


 


 


Net charge-offs

     (1,706 )     (1,385 )     (3,236 )     (2,324 )
    


 


 


 


Balance at end of period

   $ 52,188     $ 48,120     $ 52,188     $ 48,120  
    


 


 


 


Nonperforming assets:

                                

Nonperforming loans

   $ 6,623     $ 5,674     $ 6,623     $ 5,674  

Foreclosed real estate

     3,421       2,119       3,421       2,119  
    


 


 


 


Total nonperforming assets

   $ 10,044     $ 7,793     $ 10,044     $ 7,793  
    


 


 


 


Asset quality ratios:

                                

Nonperforming loans to total loans

     .22 %     .21 %     .22 %     .21 %

Nonperforming assets to total assets

     .23 %     .19 %     .23 %     .19 %

Annualized net charge-offs to average loans

     .23 %     .21 %     .22 %     .18 %

Annualized net charge-offs to total loans

     .22 %     .20 %     .21 %     .17 %

Allowance for loan losses to annualized net charge-offs

     7.65 x     8.69 x     8.06 x     10.35 x

Allowance for loan losses to nonperforming loans

     7.88 x     8.48 x     7.88 x     8.48 x

 

First Banks (acquired on April 1, 2003) contributed $554 of the increase in charge-offs and $109 of the increase in recoveries for the six months ended June 30, 2004 compared to $73 of the increase in charge-offs and $8 of the increase in recoveries for the six months ended June 30, 2003.

 

Premises and equipment (Dollars in thousands)

 

As of June 30, 2004, premises and equipment totaled $148,867, compared to $134,756 at December 31, 2003 (an increase of 10.47%) and $119,954 at June 30, 2003 (an increase of 24.10%), respectively. The increase from June 30, 2003 to June 30, 2004 was primarily due to acquisitions after June 30, 2003 and construction of new branch offices. Provisions for depreciation included in noninterest expense were $2,893 and $2,330 for the quarters ended June 30, 2004 and 2003, respectively. Provisions for depreciation included in noninterest expense were $5,775 and $4,569 for the six months ended June 30, 2004 and 2003, respectively.

 

Funding sources (Dollars in thousands)

 

Bancorporation’s primary source of funds is its deposit base. As of June 30, 2004, deposits totaled $3,790,092, compared to $3,714,222 at December 31, 2003 ( an increase of 2.04%) and $3,573,675 at June 30, 2003 (an increase of 6.06%), respectively. Of the growth from June 30, 2003 to June 30, 2004, $69,616 was due to acquisitions completed during 2003. Most of the growth in deposits was experienced in NOW accounts, time deposits and money market demand accounts. Average deposits were $3,791,960 and $3,432,643 at June 30, 2004 and June 30, 2003, respectively.

 

Short-term borrowings in the form of securities sold under agreements to repurchase are another source of funds. As of June 30, 2004, short-term borrowings totaled $170,363, compared to $148,864 at December 31, 2003 (an increase of 14.44%) and $151,570 at June 30, 2003 (an increase of 12.40%), respectively. Average short-term borrowings were $166,867 and $149,822 at June 30, 2004 and June 30, 2003, respectively.

 

Capital resources

 

Bank holding companies and their respective subsidiaries are subject to regulatory requirements with respect to risk-based capital adequacy. The risk-weighted values of both balance sheet and off-balance sheet items are determined in accordance with risk factors specified by Federal bank regulatory pronouncements.

 

Page 17


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Tier I capital (common shareholders’ equity excluding unrealized gains or losses of securities available-for-sale, net of deferred taxes, less nonqualifying intangible assets) is required to be at least 4% of risk-weighted assets, and total regulatory capital (the sum of Tier I capital, a qualifying portion of the allowance for loan losses and qualifying subordinated debt) must be at least 8% of risk-weighted assets, with one half of the minimum consisting of Tier I capital.

 

In addition to the risk-based capital measures described above, bank regulators have also established minimum leverage capital requirements for banking organizations. The minimum required Tier I leverage ratio is 3%.

 

Banks which meet or exceed a Tier I ratio of 6%, a total capital ratio of 10% and Tier I leverage ratio of 5% are considered “well-capitalized” by regulatory standards.

 

The following table details Bancorporation’s capital ratios at June 30, 2004 and 2003.

 

     AS OF JUNE 30,

 
     2004

    2003

 

Risk-based capital ratios:

            

Total capital

   13.69 %   12.35 %

Tier I capital

   12.03 %   10.38 %

Tier I leverage ratio

   8.55 %   7.14 %

 

Repurchases of equity securities (Dollars in thousands, except average price per share data)

 

The following table contains information regarding repurchases by Bancorporation of shares of its outstanding voting common stock during the quarter ended June 30, 2004.

 

Period


   Total Number
of Shares
Repurchased (1)


   Average Price
Paid per
Share


   Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans


   Maximum
Number of Shares
that may yet be
Purchased Under
the Plans


Month #4

                   

April 1 through April 30, 2004

   —      N/A    N/A    N/A

Month #5:

                   

May 1 through May 31, 2004

   156    515.00    N/A    N/A

Month #6:

                   

June 1 through June 30, 2004

   2,102    516.79    N/A    N/A
    
  
         

Total

   2,258    516.66          
    
  
         

(1) All purchases were made pursuant to general authority that is given each year by Bancorporation’s Board of Directors and not pursuant to a formal repurchase plan or program. Under that authority, Bancorporation is authorized to repurchase shares of its capital stock from time to time in unsolicited private and/or open market transactions. Purchases are subject to various conditions, including price and volume limitations (including, in the case of purchases of Bancorporation’s voting common stock, an annual limit of up to 5% of outstanding shares), and compliance with applicable South Carolina law. Under similar authority during the six months ended June 30, 2004 and June 30, 2003, Bancorporation repurchased an aggregate of 3,530 and 3,443 shares of its voting common stock for an aggregate price of $1,846 and $1,337 respectively.

 

With respect to other classes of Bancorporation’s capital stock, there were no repurchases during the quarter ended June 30, 2004 and aggregate repurchases during the quarter ended June 30, 2003 totaled 1,242 shares for an aggregate repurchase price of $41. Repurchases of shares during both periods had an immaterial impact on Bancorporation’s capital.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

There have been no material changes in market risk exposures that affect the quantitative and qualitative disclosures presented as part of Bancorporation’s Annual Report on Form 10-K for the year ended December 31, 2003.

 

Page 18


MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

 

Item 4. Controls and Procedures

 

(a) Evaluation of Disclosure Controls and Procedures

 

Bancorporation’s Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of Bancorporation’s “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report, have concluded that Bancorporation’s disclosure controls and procedures were effective as of the end of that period.

 

(b) Changes in Internal Control Over Financial Reporting

 

There were no changes in Bancorporation’s internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Bancorporation’s internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Not Applicable.

 

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

 

The information required by Item 703 of Regulation S-K regarding Bancorporation’s repurchases of equity securities is incorporated herein by reference to the information in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation” under the caption “Repurchases of equity securities” on page 18 of this report.

 

Item 3. Defaults upon Senior Securities

 

Not Applicable.

 

Item 4. Submission of Matters to a Vote of Security Holders

 

The annual meeting of shareholders of Bancorporation was held on April 22, 2004. At the meeting, Shareholders voted to elect 20 directors for terms of one year or until their respective successors are duly elected and qualified. The 20 Nominees, listed below, were elected as Directors for a term of 1 year.

 

Nominees


 

For


 

Withheld


 

Broker Non-Votes


C.H. Ames

  849,152   305  

J.B. Apple

  849,152   305  

R.W. Blackmon

  848,861   340   256

P.M. Bristow

  849,152   305  

G.H. Broadrick

  846,894   340   2,223

W.C. Cottingham

  849,117   340  

D.E. Dukes

  848,896   305   256

M.C. Garner, Jr.

  848,896   305   256

W.E. Hancock, III

  849,142   350  

R.B. Haynes

  849,152   305  

W.E. Haynes

  849,152   305  

L.M. Henderson

  848,896   305   256

F.B. Holding

  847,475   340   1,967

D.H. Jordan

  848,861   340   256

K.B. Marsh

  848,896   305   256

C.S. McLaurin, III

  848,896   305   256

N.W. Morrisette, Jr.

  848,861   340   256

E.P. Palmer

  849,117   340  

W.E. Sellars

  846,894   305   2,223

H.F. Sherrill

  846,894   340   2,223

 

Page 19


No other matters were voted on at the meeting, and there was no solicitation in opposition to management’s Nominees listed in the Proxy Statement.

 

Item 5. Other Information

 

Not Applicable.

 

Item 6. Exhibits and Reports on Form 8-K

 

(a)    Exhibits – The following exhibits are either attached hereto or incorporated by reference:
     4.1    Amended and Restated Trust Agreement of FCB/SC Capital Trust II (filed herewith)
     4.2    Form of Guaranty Agreement between Bancorporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, dated as of May 7, 2004 (filed herewith)
     4.3    Junior Subordinated Indenture between Bancorporation and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated as of May 7, 2004 (filed herewith)
     4.4    Form of Certificate evidencing trust preferred securities issued by FCB/SC Capital Trust II (filed herewith)
     4.5    Form of Junior Subordinated Debentures issued by Bancorporation to FCB/SC Capital Trust II (filed herewith)
     31.1    Certification of Chief Executive Officer required by Rule 13a-14(a) (filed herewith)
     31.2    Certification of Chief Financial Officer required by Rule 13a-14(a) (filed herewith)
     32    Certification (Pursuant to 18 U.S.C. Section 1350) (filed herewith)
(b)    The following Form 8-K’s were filed or furnished during the quarter ended June 30, 2004.
     Form 8-K furnished on April 23, 2004, reporting that Bancorporation had announced its results of operations for the year and quarter ended March 31, 2004.
     Form 8-K furnished on April 27, 2004, announcing that Bancorporation’s wholly-owned subsidiary, First Citizens Bank and Trust Company, Inc., plans to build a nine-story corporate headquarters complex.
     Form 8-K furnished on May 7, 2004, announcing that Bancorporation had completed the private placement of $50 million aggregate liquidation amount of floating rate trust preferred securities issued by its newly formed subsidiary, FCB/SC Capital Trust II.

 

Page 20


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, INC.
    (Registrant)
Dated: August 9, 2004        
    By:  

/s/ Craig L. Nix


        Craig L. Nix
        Chief Financial Officer

 

Page 21


EXHIBIT INDEX

 

4.1   Amended and Restated Trust Agreement of FCB/SC Capital Trust II (filed herewith)
4.2   Form of Guaranty Agreement between Bancorporation, as Guarantor, and Deutsche Bank Trust Company Americas, as Guarantee Trustee, dated as of May 7, 2004 (filed herewith)
4.3   Junior Subordinated Indenture between Bancorporation and Deutsche Bank Trust Company Americas, as Debenture Trustee, dated as of May 7, 2004 (filed herewith)
4.4   Form of Certificate evidencing trust securities issued by FCB/SC Capital Trust II (filed herewith)
4.5   Form of Junior Subordinated Debentures issued by Bancorporation to FCB/SC Capital Trust II (filed herewith)
31.1   Certification of Chief Executive Officer required by Rule 13a-14(a) (filed herewith)
31.2   Certification of Chief Financial Officer required by Rule 13a-14(a) (filed herewith)
32   Certification (Pursuant to 18 U.S.C. Section 1350) (filed herewith)

 

Page 22