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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended June 30, 2004

 

or

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Commission File Number: 0-16471

 


 

First Citizens BancShares, Inc

(Exact name of Registrant as specified in its charter)

 


 

Delaware   56-1528994

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

3128 Smoketree Court, Raleigh, North Carolina   27604
(Address of principle executive offices)   (Zip code)

 

(919) 716-7000

(Registrant’s telephone number, including area code)

 


 

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 twelve 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 ninety 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  ¨

 

Class A Common Stock—$1 Par Value—8,756,778 shares

Class B Common Stock—$1 Par Value—1,677,675 shares

(Number of shares outstanding, by class, as of August 4, 2004)

 



Table of Contents

INDEX

 

         Page(s)

PART I.

 

FINANCIAL INFORMATION

    

Item 1.

 

Financial Statements (Unaudited)

    
   

Consolidated Balance Sheets at June 30, 2004, December 31, 2003, and June 30, 2003

   5
   

Consolidated Statements of Income for the three- and six-month periods ended June 30, 2004, and June 30, 2003

   6
   

Consolidated Statements of Changes in Shareholders’ Equity for the six-month periods ended June 30, 2004, and June 30, 2003

   7
   

Consolidated Statements of Cash Flows for the three- and six-month periods ended June 30, 2004, and June 30, 2003

   8
   

Notes to Consolidated Financial Statements

   9-11

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

   12-27

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

   22

Item 4.

 

Controls and Procedures

    

 

  (a) BancShares’ Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of BancShares’ disclosure controls and procedures in accordance with Rule 13a-14 of the Securities Exchange Act of 1934 (Exchange Act). Based on their evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, BancShares’ disclosure controls and procedures were effective in enabling it to record, process, summarize and report in a timely manner the information required to be disclosed in reports it files under the Exchange Act.

 

  (b) No change in BancShares’ internal control over financial reporting occurred during the second quarter of 2004 that materially affected, or is reasonably likely to materially affect, BancShares’ internal control over financial reporting.

 

2


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PART II. OTHER INFORMATION

 

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

 

Issuer Purchases of Equity Securities. The following table contains information regarding repurchases by BancShares of shares of its outstanding Class A common stock during the quarter ended June 30, 2004. BancShares did not repurchase any shares of its Class B common stock during that quarter.

 

ISSUER PURCHASES OF EQUITY SECURITIES


Period


  

(a) Total number

of shares

purchased (1)


  

(b) Average

price paid

per share


  

(c) Total number of
shares purchased as part
of publicly announced

plans or programs


  

(d) Maximum number
of shares that may yet
be purchase under the

plans or programs


Month #1:
04/01/04 through 04/30/04

   -0-    $ -0-    N/A    N/A

Month #2:
05/01/04 through 05/31/04

   3,000      111.23    N/A    N/A

Month #3:
06/01/04 through 06/30/04

   615      117.69    N/A    N/A
    
  

         

Total

   3,615    $ 112.33    N/A    N/A
    
  

         

(1) All purchases were made in unsolicited transactions pursuant to general authority given each year by BancShares’ Board of Directors and not pursuant to any formal repurchase plan or program. Under that authority, the Board authorizes management to repurchase shares of BancShares’ Class A and Class B common stock from time to time in private and/or open market transactions. Purchases under that authority are subject to various conditions, including volume limitations. During the twelve months ended June 30, 2004, BancShares purchased 3,615 shares of Class A common stock for an aggregate purchase price of $406,081. There were no purchases of Class B common stock during the twelve months ended June 30, 2004.

 

Unregistered Sales of Equity Securities. On May 12, 2004, and in the course of completing a purchase of shares of BancShares’ Class A common stock offered to it by a broker, management realized that it inadvertently had exceeded a volume limitation adopted by it with respect to BancShares’ purchases of its own equity securities. In an effort to reverse a portion of the purchase transaction in order to stay within the limitation, BancShares resold an aggregate of 1,723 of those shares on the same date as the purchase for an aggregate of $191,082.25 in cash. That transaction was made on the open market without registration under the Securities Act of 1933.

 

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

 

On April 26, 2004, at the Annual Meeting of Shareholders of Registrant, the shareholders considered the election of directors. The shareholder vote regarding the election of the nominees for Board of Directors was:

 

Nominee


   For

     Withheld

J.M. Alexander, Jr.

   30,539,155      355,564

C.H. Ames

   30,523,058      371,661

V.E. Bell, III

   30,555,642      339,077

G.H. Broadrick

   30,517,734      376,985

H.M. Craig, III

   30,537,711      357,008

H.L. Durham, Jr.

   30,533,039      361,680

L.M. Fetterman

   30,528,176      366,543

F.B. Holding

   30,508,295      386,424

F.B. Holding, Jr.

   30,522,530      372,189

L.R. Holding

   30,492,421      402,298

C.B.C. Holt

   30,539,053      355,666

J.B. Hyler, Jr.

   30,526,094      368,625

G.D. Johnson

   30,293,899      600,820

F.R. Jones

   30,535,934      358,785

L.S. Jones

   30,553,742      340,977

J.T. Maloney, Jr.

   30,533,162      361,557

R.T. Newcomb

   30,431,399      463,320

L.T. Nunnellee, II

   30,537,995      356,724

R.C. Scheeler

   30,554,257      340,462

R.K. Shelton

   30,554,298      340,421

R.C. Soles, Jr.

   30,550,629      344,090

D.L. Ward, Jr.

   30,511,670      383,049

 

Item 6. Exhibits and Reports on Form 8-K.

 

  (a) Exhibits.

 

31.1   Certification of Chief Executive Officer
31.2   Certification of Chief Financial Officer
32   Certifications of Chief Executive Officer and Chief Financial Officer

 

  (b) Reports on Form 8-K. During the quarter ended June 30, 2004, Registrant filed no Current Reports on Form 8-K.

 

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Consolidated Balance Sheets

First Citizens BancShares, Inc. and Subsidiaries

 

(thousands, except share data)


  

June 30#

2004


  

December 31*

2003


  

June 30#

2003


Assets

                    

Cash and due from banks

   $ 707,336    $ 790,168    $ 810,546

Overnight investments

     400,041      294,405      618,396

Investment securities held to maturity

     935,168      1,226,717      1,601,061

Investment securities available for sale

     1,103,059      1,242,730      874,760

Loans

     8,988,095      8,326,598      7,857,220

Less reserve for loan losses

     125,357      119,357      115,382
    

  

  

Net loans

     8,862,738      8,207,241      7,741,838

Premises and equipment

     553,870      539,616      519,096

Income earned not collected

     38,150      41,929      40,060

Other assets

     229,667      217,102      188,987
    

  

  

Total assets

   $ 12,830,029    $ 12,559,908    $ 12,394,744
    

  

  

Liabilities

                    

Deposits:

                    

Noninterest-bearing

   $ 2,419,716    $ 2,178,897    $ 2,152,689

Interest-bearing

     8,542,346      8,532,435      8,405,927
    

  

  

Total deposits

     10,962,062      10,711,332      10,558,616

Short-term borrowings

     437,403      430,191      499,564

Long-term obligations

     286,657      289,277      253,376

Other liabilities

     97,424      99,803      83,399
    

  

  

Total liabilities

     11,783,546      11,530,603      11,394,955

Shareholders' Equity

                    

Common stock:

                    

Class A - $1 par value (8,756,778; 8,758,670; and 8,758,670 shares issued, respectively)

     8,757      8,759      8,759

Class B - $1 par value (1,677,675 for all periods)

     1,678      1,678      1,678

Surplus

     143,766      143,766      143,766

Retained earnings

     891,720      864,470      834,088

Accumulated other comprehensive income

     562      10,632      11,498
    

  

  

Total shareholders' equity

     1,046,483      1,029,305      999,789
    

  

  

Total liabilities and shareholders' equity

   $ 12,830,029    $ 12,559,908    $ 12,394,744
    

  

  


# Unaudited
* Derived from the Consolidated Balance Sheets included in the 2003 Annual Report on Form 10-K.

 

See accompanying Notes to Consolidated Financial Statements.

 

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Table of Contents

Consolidated Statements of Income

First Citizens BancShares, Inc. and Subsidiaries

 

     Three months ended June 30

   Six months ended June 30

(thousands, except per share data; unaudited)


   2004

    2003

   2004

    2003

Interest income

                             

Loans

   $ 111,760     $ 112,147    $ 221,354     $ 225,587

Investment securities:

                             

U. S. Government

     11,581       15,223      24,501       30,652

State, county and municipal

     70       37      143       75

Dividends

     295       348      564       725
    


 

  


 

Total investment securities interest and dividend income

     11,946       15,608      25,208       31,452

Overnight investments

     954       1,418      1,792       3,208
    


 

  


 

Total interest income

     124,660       129,173      248,354       260,247

Interest expense

                             

Deposits

     24,963       33,549      50,085       69,883

Short-term borrowings

     696       715      1,388       1,296

Long-term obligations

     5,461       5,241      10,874       10,484
    


 

  


 

Total interest expense

     31,120       39,505      62,347       81,663
    


 

  


 

Net interest income

     93,540       89,668      186,007       178,584

Provision for loan losses

     9,917       7,192      17,764       12,755
    


 

  


 

Net interest income after provision for loan losses

     83,623       82,476      168,243       165,829

Noninterest income

                             

Service charges on deposit accounts

     20,581       19,466      39,952       37,910

Cardholder and merchant services income

     16,272       14,093      30,401       26,480

Trust income

     4,306       3,743      8,616       7,466

Fees from processing services

     5,939       5,087      11,795       10,225

Commission income

     6,222       6,052      12,776       12,070

ATM income

     2,664       2,199      5,058       4,303

Mortgage income

     2,512       4,639      4,488       8,357

Gain on sale of branches to a related party

     —         5,710      —         5,710

Other service charges and fees

     3,277       3,754      6,738       7,659

Securities gains

     —         1,105      1,852       130

Other

     1,128       702      2,768       2,289
    


 

  


 

Total noninterest income

     62,901       66,550      124,444       122,599

Noninterest expense

                             

Salaries and wages

     51,426       49,206      102,493       97,327

Employee benefits

     12,791       12,106      25,361       23,575

Occupancy expense

     10,947       11,184      22,277       20,906

Equipment expense

     12,503       12,209      25,153       24,177

Other

     33,681       30,872      64,960       60,536
    


 

  


 

Total noninterest expense

     121,348       115,577      240,244       226,521
    


 

  


 

Income before income taxes

     25,176       33,449      52,443       61,907

Income taxes

     9,304       12,677      19,240       22,841
    


 

  


 

Net income

   $ 15,872     $ 20,772    $ 33,203     $ 39,066
    


 

  


 

Other comprehensive income (loss) net of taxes

                             

Unrealized securities gains (losses) arising during period

   $ (13,387 )   $ 2,301    $ (8,949 )   $ 2,921

Less: reclassified adjustment for gains included in net income

     —         669      1,121       79
    


 

  


 

Other comprehensive income (loss) net of taxes

     (13,387 )     1,632      (10,070 )     2,842
    


 

  


 

Comprehensive income

   $ 2,485     $ 22,404    $ 23,133     $ 41,908
    


 

  


 

Average shares outstanding

     10,435,756       10,465,909      10,436,051       10,468,970

Net income per share

   $ 1.52     $ 1.98    $ 3.18     $ 3.73
    


 

  


 

 

See accompanying Notes to Consolidated Financial Statements.

 

6


Table of Contents

Consolidated Statements of Changes in Shareholders' Equity

First Citizens BancShares, Inc. and Subsidiaries

 

(thousands, except share data, unaudited)


  

Class A

Common

Stock


   

Class B

Common

Stock


   Surplus

  

Retained

Earnings


   

Accumulated

Other

Comprehensive

Income


   

Total

Shareholders'

Equity


 

Balance at December 31, 2002

   $ 8,794     $ 1,678    $ 143,766    $ 804,397     $ 8,656     $ 967,291  

Net income

                           39,066               39,066  

Redemption of 35,999 shares of Class A common stock

     (35 )                   (3,530 )             (3,565 )

Redemption of 950 shares of Class B common stock

                           (87 )             (87 )

Cash dividends

                           (5,758 )             (5,758 )

Unrealized securities gains, net of deferred taxes

                                   2,842       2,842  
    


 

  

  


 


 


Balance at June 30, 2003

   $ 8,759     $ 1,678    $ 143,766    $ 834,088     $ 11,498     $ 999,789  
    


 

  

  


 


 


Balance at December 31, 2003

   $ 8,759     $ 1,678    $ 143,766    $ 864,470     $ 10,632     $ 1,029,305  

Net income

                           33,203               33,203  

Redemption of 1,892 shares of Class A common stock

     (2 )                   (213 )             (215 )

Cash dividends

                           (5,740 )             (5,740 )

Unrealized securities losses, net of deferred taxes

                                   (10,070 )     (10,070 )
    


 

  

  


 


 


Balance at June 30, 2004

   $ 8,757     $ 1,678    $ 143,766    $ 891,720     $ 562     $ 1,046,483  
    


 

  

  


 


 


 

See accompanying Notes to Consolidated Financial Statements.

 

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Table of Contents

Consolidated Statements of Cash Flows

First Citizens BancShares, Inc. and Subsidiaries

 

     Six months ended June 30,

 
     2004

    2003

 
     (thousands)  

OPERATING ACTIVITIES

                

Net income

   $ 33,203     $ 39,066  

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

                

Amortization of intangibles

     1,168       1,332  

Provision for loan losses

     17,764       12,755  

Deferred tax benefit

     7,673       5,531  

Change in current taxes payable

     (6,577 )     (2,587 )

Depreciation

     21,975       20,014  

Change in accrued interest payable

     (667 )     (5,628 )

Change in income earned not collected

     3,779       6,899  

Securities gains

     (1,852 )     (130 )

Origination of loans held for sale

     (277,616 )     (493,186 )

Proceeds from sale of loans held for sale

     281,650       496,400  

Gain on loans held for sale

     (2,062 )     (4,727 )

Gain on sale of branches to a related party

     —         (5,710 )

Net amortization of premiums and discounts

     4,776       10,488  

Net change in other assets

     (14,837 )     (3,232 )

Net change in other liabilities

     4,865       (17,300 )
    


 


Net cash provided by operating activities

     73,242       59,985  
    


 


INVESTING ACTIVITIES

                

Net change in loans outstanding

     (675,233 )     (272,573 )

Purchases of investment securities held to maturity

     (169,228 )     (536,511 )

Purchases of investment securities available for sale

     (856,523 )     (752,495 )

Proceeds from maturities of investment securities held to maturity

     456,001       1,342,545  

Proceeds from maturities of investment securities available for sale

     981,407       4,216  

Net change in overnight investments

     (105,636 )     5,174  

Dispositions of premises and equipment

     5,704       4,884  

Additions to premises and equipment

     (41,933 )     (37,899 )

Purchase and sale of branches, net of cash transferred

     —         (66,667 )
    


 


Net cash used by investing activities

     (405,441 )     (309,326 )
    


 


FINANCING ACTIVITIES

                

Net change in time deposits

     42,982       (156,721 )

Net change in demand and other interest-bearing deposits

     207,748       377,457  

Net change in short-term borrowings

     4,592       36,904  

Originations of long-term obligations

     —         —    

Repayments of long-term obligations

     —         —    

Repurchases of common stock

     (215 )     (3,652 )

Cash dividends paid

     (5,740 )     (5,758 )
    


 


Net cash provided by financing activities

     249,367       248,230  
    


 


Change in cash and due from banks

     (82,832 )     (1,111 )

Cash and due from banks at beginning of period

     790,168       811,657  
    


 


Cash and due from banks at end of period

   $ 707,336     $ 810,546  
    


 


CASH PAYMENTS FOR:

                

Interest

   $ 63,014     $ 87,291  

Income taxes

     23,662       19,617  
    


 


SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:

                

Unrealized securities gains (losses)

   $ (16,639 )   $ 4,698  
    


 


 

See accompanying Notes to Consolidated Financial Statements.

 

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Notes to Consolidated Financial Statements

(Dollars in thousands, except per share amounts)

 

Note A

 

Accounting Policies

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.

 

In the opinion of management, the consolidated financial statements contain all material adjustments necessary to present fairly the financial position of First Citizens BancShares, Inc. as of and for each of the periods presented, and all such adjustments are of a normal recurring nature. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

 

These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the 2003 First Citizens BancShares, Inc. Annual Report, which is incorporated by reference on Form 10-K. Certain amounts for prior periods have been reclassified to conform with statement presentations for 2004. However, the reclassifications have no effect on shareholders’ equity or net income as previously reported.

 

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Note B

 

Operating Segments

 

BancShares conducts its banking operations through its two wholly-owned subsidiaries, First-Citizens Bank & Trust Company (FCB) and IronStone Bank (ISB). Although FCB and ISB offer similar products and services to customers, each entity operates in distinct geographic markets and each entity has a separate management group. Additionally, the financial results and trends of ISB reflect the de novo nature of its growth.

 

FCB is a mature banking institution that operates from a single charter from its branch network in North Carolina, Virginia and West Virginia. ISB began operations in 1997 and currently operates branches in Georgia, Florida, Texas, Arizona, California, New Mexico and Colorado under a federal thrift charter.

 

In the aggregate, FCB and its consolidated subsidiaries, which are integral to its branch operation, and ISB account for more than 90 percent of consolidated assets, revenues and net income. Other includes activities of the parent company, Neuse, Incorporated, a subsidiary that owns real property used in the banking operation and American Guaranty Insurance Corporation, a property insurance company.

 

The adjustments in the accompanying tables represent the elimination of the impact of certain inter-company transactions. The adjustments to interest income and interest expense neutralize the earnings and cost of inter-company borrowings. The adjustments to noninterest income and noninterest expense reflect the elimination of management fees and other services fees paid by one company to another within BancShares’ consolidated group.

 

     As of and for the six months ended June 30, 2004

     ISB

    FCB

   Other

    Total

   Adjustments

    Consolidated

Interest income

   $ 30,959     $ 217,170    $ 1,183     $ 249,312    $ (958 )   $ 248,354

Interest expense

     9,398       42,868      11,039       63,305      (958 )     62,347
    


 

  


 

  


 

Net interest income

     21,561       174,302      (9,856 )     186,007      —         186,007

Provision for loan losses

     1,965       15,799      —         17,764      —         17,764
    


 

  


 

  


 

Net interest income after provision for loan losses

     19,596       158,503      (9,856 )     168,243      —         168,243

Noninterest income

     2,621       122,075      3,068       127,764      (3,320 )     124,444

Noninterest expense

     24,661       217,350      1,553       243,564      (3,320 )     240,244
    


 

  


 

  


 

Income (loss) before income taxes

     (2,444 )     63,228      (8,341 )     52,443      —         52,443

Income taxes

     (837 )     22,989      (2,912 )     19,240      —         19,240
    


 

  


 

  


 

Net income (loss)

   $ (1,607 )   $ 40,239    $ (5,429 )   $ 33,203    $ —       $ 33,203
    


 

  


 

  


 

Period-end assets

   $ 1,325,411     $ 11,411,446    $ 2,079,530     $ 14,816,387    $ (1,986,358 )   $ 12,830,029

 

     As of and for the six months ended June 30, 2003

     ISB

    FCB

   Other

    Total

   Adjustments

    Consolidated

Interest income

   $ 29,097     $ 230,711    $ 12,274     $ 272,082    $ (11,835 )   $ 260,247

Interest expense

     10,322       61,779      21,397       93,498      (11,835 )     81,663
    


 

  


 

  


 

Net interest income

     18,775       168,932      (9,123 )     178,584      —         178,584

Provision for loan losses

     933       11,822      —         12,755      —         12,755
    


 

  


 

  


 

Net interest income after provision for loan losses

     17,842       157,110      (9,123 )     165,829      —         165,829

Noninterest income

     2,724       120,806      1,371       124,901      (2,302 )     122,599

Noninterest expense

     21,032       205,973      1,818       228,823      (2,302 )     226,521
    


 

  


 

  


 

Income (loss) before income taxes

     (466 )     71,943      (9,570 )     61,907      —         61,907

Income taxes

     41       26,129      (3,329 )     22,841      —         22,841
    


 

  


 

  


 

Net income (loss)

   $ (507 )   $ 45,814    $ (6,241 )   $ 39,066    $ —       $ 39,066
    


 

  


 

  


 

Period-end assets

   $ 1,113,005     $ 11,160,144    $ 1,748,867     $ 14,022,016    $ (1,627,272 )   $ 12,394,744

 

10


Table of Contents

Note C

 

Employee Benefits

 

BancShares recognized pension expense totaling $6,005 and $5,332, respectively, in the six-month periods ended June 30, 2004 and 2003. Pension expense is included as a component of employee benefit expense.

 

     Six months ended June 30,

 

Components of Net Periodic Benefit Cost


   2004

    2003

 

Service cost

   $ 5,861     $ 4,282  

Interest cost

     7,262       6,174  

Expected return on plan assets

     (8,285 )     (5,572 )

Amortization of prior service cost

     73       67  

Recognized net actuarial loss

     1,094       381  
    


 


Net periodic benefit cost

   $ 6,005     $ 5,332  
    


 


 

The expected long-term rate of return on plan assets for 2004 is 8.50 percent.

 

11


Table of Contents

INTRODUCTION

 

Management’s discussion and analysis of earnings and related financial data are presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. and Subsidiaries (BancShares). This discussion and analysis should be read in conjunction with the unaudited Consolidated Financial Statements and related notes presented within this report. This discussion primarily focuses on our two banking subsidiaries: First-Citizens Bank & Trust Company (FCB), a North Carolina-chartered bank that operates branches in North Carolina, Virginia and West Virginia, and IronStone Bank (ISB), a federally-chartered thrift institution that operates offices in Georgia, Florida, Texas, Arizona, California, New Mexico and Colorado.

 

SUMMARY

 

BancShares’ earnings and cash flows are derived primarily from the commercial banking activities conducted by its banking subsidiaries, which include commercial and consumer lending, deposit and cash management products, cardholder and merchant services, trust and wealth management services as well as various other products and services typically associated with commercial banking. FCB and ISB gather interest-bearing and noninterest-bearing deposits from retail and commercial customers. BancShares and its subsidiaries also provide supplemental short-term and long-term funding through various non-deposit sources. The liquidity generated from these funding sources is invested in various interest-earning assets including loans, investment securities and overnight investments. In addition, funds are invested in bank premises as well as furniture and equipment used in the subsidiaries’ commercial banking business.

 

External factors influence customer demand for our deposit and loan products. During 2003, economic uncertainty in our primary market areas restrained customer demand for loan products. However, in early 2004, economic conditions have improved, causing robust demand for loan products. Additionally, the low level of interest rates has continued to affect the composition of our deposit base, as many customers have avoided low-rate time deposits and have instead invested in transaction, savings and money market accounts.

 

The general strength of the economy also influences the quality and collectibility of the loan portfolio, as consumer bankruptcy rates and business debt service levels tend to reflect the general economic cycle. Utilizing various asset–liability management and asset quality tools, we strive to minimize the potentially adverse financial impact of unforeseen and unfavorable economic trends and to take advantage of favorable economic conditions where appropriate.

 

Financial institutions frequently focus their strategic and operating emphasis on maximizing profitability, and therefore measure their relative success by reference to profitability measures such as return on average assets or return on average shareholders’ equity. BancShares’ return on average assets and return on average equity have historically compared unfavorably to the returns of similarly sized financial holding companies. We have placed significant emphasis upon asset quality, balance sheet liquidity and capital conservation, even when those priorities may be detrimental to current earnings.

 

Our strategic analysis and the competitive position of BancShares within the financial services industry indicate continued opportunities for growth and expansion. We operate in diverse and growing geographic markets and believe that through superior customer service and focused strategic emphasis, opportunities exist to increase earnings by attracting customers of other financial institutions. We seek opportunities to increase fee income in areas such as merchant processing, client bank services, factoring, insurance, cash management, wealth management and private banking services.

 

We focus substantial attention on the risks that can endanger our profitability and growth prospects. Such risks fall generally into categories of economic, industry systemic, competitive and regulatory. We view economic risk as the greatest exposure, since the potential impact is so great and

 

12


Table of Contents

we are unable to exercise any meaningful control over this area. Specific economic risks include recession, rapid movements in interest rates and significant increases in inflation expectations. Compared to our larger competitors, our relatively small asset size and our limited capital resources require significant management focus on economic risk.

 

Detailed information regarding the components of net income and other key financial data over the most recent five quarters is provided in Table 1. Tables 4 and 5 provide information on net interest income. Table 6 provides information related to asset quality.

 

Net income. BancShares realized a decrease in earnings during the second quarter of 2004 compared to the second quarter of 2003. Consolidated net income during the second quarter of 2004 was $15.9 million, compared to $20.8 million earned during the corresponding period of 2003, a $4.9 million or 23.6 percent reduction. Net income per share during the second quarter of 2004 totaled $1.52, compared to $1.98 during the second quarter of 2003. The annualized return on average assets was 0.50 percent for the second quarter of 2004 and 0.68 percent for the same period in 2003. The annualized return on average equity for the second quarter of 2004 was 6.11 percent compared to 8.41 percent during the second quarter of 2003.

 

For the first six months of 2004, BancShares recorded net income of $33.2 million, compared to $39.1 million earned during the first six months of 2003. Net income per share for the first six months of 2004 was $3.18, compared to $3.73 during the same period of 2003. On an annualized basis, BancShares returned 0.53 percent on average assets during the first six months of 2004 compared to 0.65 percent during the corresponding period of 2003. Annualized return on average equity for the first six months of 2004 was 6.42 percent compared to 8.02 percent during the same period of 2003.

 

The earnings reduction for the second quarter was the result of higher noninterest expense, higher provision for loan losses and lower noninterest income. While the increase in noninterest expense and the provision for loan losses are consistent with current trends, the second quarter reduction in noninterest income differs from the general improvement exhibited in recent quarters. When compared to the same period of the prior year, noninterest income for the second quarter declined due primarily to a $5.7 million gain on the sale of branch offices and a $1.1 million securities gain recorded during 2003. No such gains were recognized during the second quarter of 2004.

 

The decline in earnings for the first six months of 2004 resulted from higher noninterest expense and provision for loan losses, partially offset by marginally higher noninterest income and improved levels of net interest income. Noninterest expenses continue to grow, due in large part to the expansion of ISB into new markets through de novo branching. The provision for loan losses has been adversely impacted by higher net charge-offs and the rapid rate of loan growth. Noninterest income continues to benefit from increased cardholder and merchant services income, service charge income and trust income. After several quarters of declining net interest income, recent loan growth has been sufficient to offset the impact of low interest rates.

 

ISB reported a net loss of $1.6 million during the first six months of 2004, compared to a net loss of $507,000 reported during the same period of 2003. The unfavorable trend in net loss resulted from costs associated with both planned and actual new branch openings. Since its inception in 1997 ISB has generated a net loss of $25.0 million. Based on the magnitude of recent branch growth and plans for market expansion, ISB’s net losses will likely extend into the foreseeable future.

 

13


Table of Contents

 

Financial Summary   Table 1

 

     2004

    2003

    Six Months Ended June 30

(thousands,
except per
share data and
ratios)


  

Second

Quarter


   

First

Quarter


   

Fourth

Quarter


   

Third

Quarter


   

Second

Quarter


    2004

    2003

Summary of Operations

                                                      

Interest income

   $ 248,354     $ 123,694     $ 125,343     $ 124,887     $ 129,173     $ 248,354     $ 260,247

Interest expense

     62,347       31,227       32,301       34,573       39,505       62,347       81,663
    


 


 


 


 


 


 

Net interest income

     186,007       92,467       93,042       90,314       89,668       186,007       178,584

Provision for loan losses

     17,764       7,847       5,079       6,353       7,192       17,764       12,755
    


 


 


 


 


 


 

Net interest income after provision for loan losses

     168,243       84,620       87,963       83,961       82,476       168,243       165,829

Noninterest income

     124,444       61,543       58,601       62,736       66,550       124,444       122,599

Noninterest expense

     240,244       118,896       120,089       118,478       115,577       240,244       226,521
    


 


 


 


 


 


 

Income before income taxes

     52,443       27,267       26,475       28,219       33,449       52,443       61,907

Income taxes

     19,240       9,936       9,901       8,672       12,677       19,240       22,841
    


 


 


 


 


 


 

Net income

   $ 33,203     $ 17,331     $ 16,574     $ 19,547     $ 20,772     $ 33,203     $ 39,066
    


 


 


 


 


 


 

Net interest income-taxable equivalent

   $ 93,816     $ 92,758     $ 93,297     $ 90,568     $ 89,926     $ 186,574     $ 179,126
    


 


 


 


 


 


 

Selected Quarterly Averages

                                                      

Total assets

   $ 12,723,435     $ 12,508,227     $ 12,449,537     $ 12,287,273     $ 12,203,618     $ 12,615,831     $ 12,129,579

Investment securities

     2,152,615       2,340,956       2,602,630       2,665,203       2,594,983       2,246,786       2,536,032

Loans

     8,818,359       8,454,599       8,140,751       7,946,501       7,811,739       8,636,479       7,727,674

Interest-earning assets

     11,376,825       11,138,812       11,100,897       10,994,308       10,890,420       11,257,819       10,816,203

Deposits

     10,843,065       10,634,865       10,612,173       10,441,989       10,394,829       10,738,965       10,339,295

Interest-bearing liabilities

     9,234,863       9,210,244       9,178,628       9,126,076       9,177,931       9,222,553       9,175,761

Long-term obligations

     287,597       289,161       261,333       253,351       253,379       288,379       253,384

Shareholders' equity

   $ 1,044,864     $ 1,037,260     $ 1,020,181     $ 1,002,524     $ 991,047     $ 1,040,202     $ 982,879

Shares outstanding

     10,435,756       10,436,345       10,436,345       10,436,345       10,465,909       10,436,051       10,468,970
    


 


 


 


 


 


 

Selected Quarter-End Balances

                                                      

Total assets

   $ 12,830,029     $ 12,706,955     $ 12,552,227     $ 12,387,281     $ 12,394,744     $ 12,830,029     $ 12,394,744

Investment securities

     2,038,227       2,150,738       2,469,447       2,646,829       2,475,821       2,038,227       2,475,821

Loans

     8,988,095       8,616,987       8,326,598       8,026,502       7,857,220       8,988,095       7,857,220

Interest-earning assets

     11,426,363       11,389,937       11,090,450       10,941,968       10,951,437       11,426,363       10,951,437

Deposits

     10,962,062       10,795,536       10,711,332       10,563,135       10,558,616       10,962,062       10,558,616

Interest-bearing liabilities

     9,266,406       9,327,152       9,251,903       9,165,645       9,158,867       9,266,406       9,158,867

Long-term obligations

     286,657       289,118       289,277       256,752       253,376       286,657       253,376

Shareholders' equity

   $ 1,046,483     $ 1,047,083     $ 1,029,305     $ 1,015,678     $ 999,789     $ 1,046,483     $ 999,789

Shares outstanding

     10,434,453       10,436,345       10,436,345       10,436,345       10,436,345       10,434,453       10,436,345
    


 


 


 


 


 


 

Profitability Ratios (averages)

                                                      

Rate of return (annualized) on:

                                                      

Total assets

     1.05 %     0.56 %     0.53 %     0.63 %     0.68 %     0.53 %     0.65

Shareholders' equity

     6.11       6.72       6.45       7.74       8.41       6.42       8.02

Dividend payout ratio

     18.09       16.57       17.30       14.71       13.89       17.30       14.75
    


 


 


 


 


 


 

Liquidity and Capital Ratios (averages)

                                                      

Loans to deposits

     81.33 %     79.50 %     76.71 %     76.10 %     75.15 %     80.42       74.74

Shareholders' equity to total assets

     8.21       8.29       8.19       8.16       8.12       8.25       8.10

Time certificates of $100,000 or more to total deposits

     10.91       10.69       10.31       10.22       10.34       10.79       10.40
    


 


 


 


 


 


 

Per Share of Stock

                                                      

Net income

   $ 1.52     $ 1.66     $ 1.59     $ 1.87     $ 1.98     $ 3.18     $ 3.73

Cash dividends

     0.275       0.275       0.275       0.275       0.275       0.55       0.55

Book value at period end

     100.29       100.33       98.63       97.32       95.80       100.29       95.80

Tangible book value at period end

     89.27       89.25       87.56       86.95       85.36       89.27       85.36
    


 


 


 


 


 


 

 

14


Table of Contents

Shareholders’ Equity. BancShares and its banking subsidiaries continue to exceed all minimum regulatory capital requirements, and the financial institutions remain well-capitalized. In recent years, the de novo growth and expansion of ISB has consumed significant amounts of capital. BancShares infused $20.0 million into ISB during the first six months of 2004 to support its rapidly expanding balance sheet. We expect an additional $10.0 million will be infused into ISB prior to December 31, 2004. Through June 30, 2004, BancShares has provided $220.0 million in capitalization for ISB. BancShares’ prospective capacity to provide capital to support the growth and expansion of ISB is dependent upon FCB’s ability to return capital through dividends to BancShares.

 

INTEREST-EARNING ASSETS

 

Interest-earning assets include loans, investment securities and overnight investments, all of which reflect varying interest rates based on the risk level and maturity of the underlying asset. Accordingly, riskier investments typically carry a higher interest rate, but expose the investor to potentially higher levels of default. We have historically focused on maintaining high asset quality, which results in a loan portfolio subjected to strenuous underwriting and monitoring procedures. Our investment securities portfolio includes high-quality assets, primarily United States Treasury and government agency securities. Generally, the investment securities portfolio grows and shrinks based on loan and deposit trends. When deposit growth exceeds loan demand, we invest excess funds in the securities portfolio. Conversely, when loan demand exceeds deposit growth, we use proceeds from maturing securities to fund loan demand. Overnight investments are selectively made with other financial institutions that are within our risk tolerance.

 

Interest-earning assets for the second quarter of 2004 averaged $11.38 billion, an increase of $486.4 million or 4.5 percent from the second quarter of 2003. For the six months ended June 30, 2004, interest-earning assets averaged $11.26 billion, an increase of $441.6 million or 4.1 percent over the same period of 2003. These increases resulted from growth in the loan portfolio resulting from improving economic conditions. This growth was partially offset by reductions in investment securities.

 

Loans. At June 30, 2004 and 2003, gross loans totaled $8.99 billion and $7.86 billion, respectively. The $1.13 billion growth in loans from June 30, 2003 to June 30, 2004 represents a 14.4 percent annual growth rate. Table 2 details outstanding loans by type for the past five quarters.

 

During the twelve-month period from June 30, 2003 to June 30, 2004, loan demand has surged throughout both the retail and business segments of the loan portfolio. Commercial mortgage loans continued to display strong growth, increasing from $2.14 billion at June 30, 2003 to $2.64 billion at June 30, 2004, a $502.9 million or 23.5 percent growth rate. Revolving lines of credit secured by real estate increased $219.3 million or 15.0 percent over the twelve-month period, although second quarter 2004 originations declined from prior quarters. Consumer purpose loans increased $219.4 million or 18.7 percent primarily due to strong levels of sales finance activity. Construction and land development loans increased $88.1 million or 10.5 percent from June 30, 2003 to June 30, 2004. Commercial and industrial loans increased $76.6 million or 8.2 percent to $1.01 billion.

 

The growth among these loan categories was partially offset by a $24.1 million or 2.5 percent reduction in 1-4 family residential mortgage loans. Although origination activity remains strong, substantially all residential mortgage loans originated through our network are immediately sold to various correspondents. As a result, portfolio residential mortgage loans continue to decline, a trend we expect to continue during the second half of 2004.

 

Our recent growth through ISB has allowed us to mitigate our historic exposure to geographic concentration in North Carolina and Virginia. Although these markets have endured economic instability in the past, we are pleased with the diversification that we are beginning to realize by the growth of ISB. We are aware that, in the absence of rigorous underwriting and monitoring controls, rapid loan growth in new markets may present incremental lending risks. During the expansion of ISB into new markets, we have endeavored to ensure that such controls are functioning effectively and will continue to place emphasis upon maintaining strong lending standards in new markets.

 

15


Table of Contents

We are encouraged that as the economy continues to improve, loan demand among business customers strengthens. Consumer loan demand may be constrained due to soft labor growth in certain of our market areas. All loan projections are subject to change as a result of further economic deterioration or improvement. Loan projections are also dependent on interest rate movements, which are subject to the influence of inflation expectations and Federal Reserve actions.

 

Outstanding Loans by Type   Table 2

 

     2004

   2003

(thousands)


  

Second

Quarter


  

First

Quarter


  

Fourth

Quarter


  

Third

Quarter


  

Second

Quarter


Real estate:

                                  

Construction and land development

   $ 923,312    $ 878,790    $ 854,660    $ 839,650    $ 835,209

Mortgage:

                                  

1-4 family residential

     926,446      912,015      904,082      923,691      950,555

Commercial

     2,643,393      2,462,854      2,347,792      2,221,741      2,140,521

Revolving

     1,685,751      1,646,662      1,598,603      1,530,096      1,466,454

Other

     166,887      159,668      160,043      160,222      157,597
    

  

  

  

  

Total real estate

     6,345,789      6,059,989      5,865,180      5,675,400      5,550,336

Commercial and industrial

     1,013,728      986,819      929,039      909,314      937,125

Consumer

     1,394,192      1,345,782      1,303,718      1,233,856      1,174,807

Lease financing

     175,204      162,765      160,390      146,416      140,133

Other

     59,182      61,632      68,271      61,516      54,819
    

  

  

  

  

Total loans

     8,988,095      8,616,987      8,326,598      8,026,502      7,857,220

Less reserve for loan losses

     125,357      121,957      119,357      117,747      115,382
    

  

  

  

  

Net loans

   $ 8,862,738    $ 8,495,030    $ 8,207,241    $ 7,908,755    $ 7,741,838
    

  

  

  

  

 

Investment securities. At June 30, 2004 and 2003, the investment portfolio totaled $2.04 billion and $2.48 billion, respectively. At December 31, 2003, the investment portfolio was $2.47 billion. The 17.5 percent decrease in the investment portfolio since December 31, 2003 resulted from the growth in loans outpacing the increase in deposits. Table 3 presents detailed information relating to the investment securities portfolio.

 

Investment securities held to maturity totaled $935.2 million at June 30, 2004, compared to $1.23 billion at December 31, 2003 and $1.60 billion at June 30, 2003. The reduction in investment securities held to maturity during late 2003 resulted from our decision to reinvest proceeds from maturing held-to-maturity securities in securities classified as available for sale. This redirection of the investment securities portfolio enhanced the overall liquidity of the balance sheet. The average maturity of the held-to-maturity portfolio has shortened from twelve months at June 30, 2003 to nine months at June 30, 2004. Securities that are classified as held-to-maturity reflect BancShares’ ability and positive intent to hold those investments until maturity.

 

Investment securities available for sale totaled $1.10 billion at June 30, 2004, compared to $1.24 billion at December 31, 2003 and $874.8 million at June 30, 2003. While the 2004 reduction reflects the use of proceeds from maturing securities to fund loan growth, the increase during 2003 resulted from the decision to invest in available-for-sale securities to enhance balance sheet liquidity. The average maturity of the U.S. Government securities component of available-for-sale securities

 

16


Table of Contents
Investment Securities   Table 3

 

     June 30, 2004

    June 30, 2003

 

(thousands)


   Cost

  

Fair

Value


  

Average

Maturity

(Yrs./Mos.)


  

Taxable

Equivalent

Yield


    Cost

  

Fair

Value


  

Average

Maturity

(Yrs./Mos.)


  

Taxable

Equivalent

Yield


 

Investment securities held to maturity:

 

U. S. Government:

                                                  

Within one year

   $ 824,322    $ 824,164    0/6    1.93 %   $ 1,037,291    $ 1,041,794    0/6    2.00 %

One to five years

     94,054      93,169    1/5    1.79       538,602      545,995    1/4    2.23  

Five to ten years

     32      33    5/8    8.00       85      90    6/6    8.00  

Ten to twenty years

     14,087      14,399    12/10    5.55       21,534      22,582    13/10    5.54  

Over twenty years

     628      646    24/5    7.25       1,298      1,348    25/5    7.17  
    

  

  
  

 

  

  
  

Total

     933,123      932,411    0/7    1.97       1,598,810      1,611,809    1/0    2.13  

State, county and municipal:

 

Within one year

     —        —                   —        —              

One to five years

     350      365    2/7    5.69       440      458    2/3    5.55  

Five to ten years

     —        —                   144      156    6/1    5.88  

Ten to twenty years

     1,420      1,550    13/10    6.02       1,417      1,599    15/1    6.02  
    

  

  
  

 

  

  
  

Total

     1,770      1,915    11/7    5.95       2,001      2,214    11/8    5.90  

Other

 

Within one year

     25      25    0/7    1.05       —        —              

One to five years

     250      250    4/1    7.75       —        —              

Five to ten years

     —        —                   250      250    5/4    7.75  
    

  

  
  

 

  

  
  

Total

     275      275    3/9    7.14       250      250    5/4    7.75  

Total investment securities held to maturity

     935,168      934,601    0/9    1.98       1,601,061      1,614,273    1/0    2.13  
    

  

  
  

 

  

  
  

Investment securities available for sale:

 

U. S. Government:

                                                  

Within one year

     805,753      791,096    0/4    2.59       598,019      600,310    0/4    2.95  

One to five years

     235,343      231,352    1/11    2.10       213,653      214,125    2/3    1.69  

Five to ten years

     678      661    8/8    5.03       —        —              

Ten to twenty years

     1,888      1,818    13/9    4.60       1,043      1,040    14/10    4.28  

Over twenty years

     21,107      20,488    28/10    5.24       —        —              
    

  

  
  

 

  

  
  

Total

     1,064,769      1,045,415    1/8    2.54       812,715      815,475    0/10    2.62  

State, county and municipal:

 

Within one year

     854      828    0/11    1.18       —        —              

One to five years

     4,096      4,055    3/5    3.03       281      282    4/1    1.58  

Five to ten years

     1,303      1,279    7/7    4.59       568      555    8/7    4.48  

Ten to twenty years

     —        —                   —        —              

Over twenty years

     145      145    28/5    1.15       145      145    29/5    1.15  
    

  

  
  

 

  

  
  

Total

     6,398      6,307    4/6    3.06       994      982    0/4    3.17  

Marketable equity securities

     30,935      51,337                 42,049      58,303            
    

  

  
  

 

  

  
  

Total investment securities available for sale

     1,102,102      1,103,059                 855,759      874,760            
    

  

  
  

 

  

  
  

Total investment securities

   $ 2,037,270    $ 2,037,660               $ 2,456,819    $ 2,489,033            
    

  

  
  

 

  

  
  

 

Average maturity assumes callable securities mature on their earliest call date; yields are based on amortized cost; yields related to securities that are exempt from federal and/or state income taxes are stated on a taxable-equivalent basis assuming statutory rates of 35% for federal income tax purposes and 6.9% for state income taxes for all periods.

 

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Table of Contents

increased from 10 months at June 30, 2003 to twenty months at June 30, 2004. Available-for-sale securities are reported at their aggregate fair value.

 

Investment securities averaged $2.15 billion during the second quarter of 2004, compared to $2.59 billion during the second quarter of 2003, a reduction of $442.4 million or 17.0 percent. Investment securities averaged $2.25 billion during the first six months of 2004, a $289.2 million or 11.4 percent reduction from the same period of 2003.

 

For both the quarter and the six-month period ended June 30, the reduction in average investment securities was caused by loan demand exceeding deposit growth rates. Sustained loan demand will likely result in reductions in investment securities during the remainder of 2004, as increases in deposit balances and proceeds from maturing securities will fund loan growth.

 

At June 30, 2004, gross unrealized losses within the investment securities portfolio totaled $22.0 million, compared to $6.5 million at December 31, 2003. Total unrealized losses include $19.5 million within the held-to-maturity portfolio and $2.5 million within the available-for-sale portfolio. The growth in unrealized losses resulted from interest rate increases during the second quarter, which have caused reductions in the fair value of fixed-rate securities. None of the unrealized losses relate to investment securities that are deemed to be other than temporarily impaired as of June 30, 2004.

 

Overnight investments. Overnight investments totaled $400.0 million at June 30, 2004, compared to $294.4 million at December 31, 2003 and $618.4 million at June 30, 2003. Overnight investments averaged $405.9 million during the second quarter of 2004, a reduction of $77.8 million or 16.1 percent from the second quarter of 2003. For the six-month periods ended June 30, overnight investments averaged $374.6 million and $552.5 million, respectively, for 2004 and 2003. The changes in overnight investments resulted from liquidity management decisions.

 

Income on Interest-Earning Assets. Interest income amounted to $124.7 million during the second quarter of 2004, a $4.5 million or 3.5 percent decrease from the second quarter of 2003. Despite a 4.5 percent growth in interest-earning assets, interest income declined as the taxable-equivalent yield on interest-earning assets declined 35 basis points from 4.77 percent in the second quarter of 2003 to 4.42 percent in the second quarter of 2004 as market interest rates continued to decline.

 

Loan interest income for the second quarter of 2004 was $111.8 million, a decrease of $387,000 or 0.3 percent from the second quarter of 2003, due to a loan yield reduction that more than offset the favorable impact of loan growth. The taxable-equivalent yield on loans declined 66 basis points from 5.77 percent to 5.11 percent from the second quarter of 2003 to the second quarter of 2004 due to downward repricing of variable rates loans and rate-induced refinance activity among fixed rate loans.

 

Within the investment securities portfolio, interest income was $11.9 million during the second quarter of 2004 compared to $15.6 million during the second quarter of 2003, a reduction of $3.7 million or 23.5 percent. The reduction in interest income resulted from lower average investment securities and a 17 basis point reduction in the taxable-equivalent yield. Average investment securities decreased $442.4 million or 17.0 percent from the second quarter of 2003 to the same period of 2004.

 

Overnight investments generated interest income of $954,000 during the second quarter of 2004, compared to $1.4 million during the same period of 2003. The reduction was the combined result of lower average investments and a 23 basis points yield reduction. Overnight investments returned 0.95 percent during the second quarter of 2004 compared to 1.18 percent during the same period of 2003. Average overnight investments decreased $77.8 million or 16.1 percent.

 

Interest income amounted to $248.4 million during the first six months of 2004, an $11.9 million or 4.6 percent decrease from the same period of 2003, the net result of an unfavorable rate variance and a favorable volume variance. The taxable-equivalent yield on interest-earning assets declined 41 basis points from 4.85 percent for the first six months of 2003 to 4.44 percent during the same period of 2004. Lower market interest rates during 2004 have contributed to the unfavorable rate variance. Average interest-earning assets increased $441.6 million or 4.1 percent.

 

For the six months ended June 30, 2004, loan interest income was $221.4 million, a decrease of $4.2 million or 1.9 percent from the same period of 2003. The decrease in interest income reflects the decline in loan yields, which more than offset the impact of loan growth. The taxable-equivalent loan yield was 5.16 percent during the first six months of 2004, compared to 5.89 percent during the same period of 2003.

 

18


Table of Contents

For the six months ended June 30, 2004, income earned on the investment securities portfolio amounted to $25.2 million, compared to $31.5 million during the same period of 2003, a decrease of $6.2 million or 19.9 percent. This decrease is the result of a 24 basis point decline in the taxable-equivalent yield, which fell from 2.50 percent in 2003 to 2.26 percent in 2004.

 

Interest earned on overnight investments totaled $1.8 million during the first six months of 2004 compared to $3.2 million during the same period of 2003, a $1.4 million or 44.1 percent reduction. This was the combined result of lower average overnight investments and a 21 basis point yield reduction.

 

INTEREST-BEARING LIABILITIES

 

Interest-bearing liabilities include interest-bearing deposits as well as short-term borrowings and long-term obligations. Deposits are our primary funding source, although we also utilize non-deposit borrowings to stabilize our liquidity base and, in some cases, to fulfill commercial customer requirements for cash management services. Certain of our long-term borrowings also provide capital strength under existing guidelines established by the Federal Reserve.

 

At June 30, 2004 and 2003, interest-bearing liabilities totaled $9.27 billion and $9.16 billion, respectively, compared to $9.25 billion as of December 31, 2003. During the second quarter of 2004, interest-bearing liabilities averaged $9.23 billion, an increase of $56.9 million or 0.6 percent from the second quarter of 2003. This increase resulted from growth in interest-bearing deposits and long-term obligations, which more than offset the impact of lower short-term borrowings.

 

Deposits. At June 30, 2004, total deposits were $10.96 billion, an increase of $403.4 million or 3.8 percent over June 30, 2003. Compared to the December 31, 2003 balance of $10.71 billion, total deposits have increased $250.7 million or 2.3 percent.

 

Interest-bearing deposits averaged $8.51 billion during the second quarter of 2004 compared to $8.46 billion during the second quarter of 2003, an increase of $48.2 million or 0.6 percent. Average Checking With Interest increased $142.6 million or 10.4 percent from the second quarter of 2003 to the second quarter of 2004. Average savings accounts increased $56.8 million from the second quarter of 2003 to the second quarter of 2004, an 8.2 percent increase. Average time deposits decreased $141.6 million or 3.7 percent between the two periods. Noninterest-bearing deposits averaged $2.33 billion during the second quarter of 2004, a strong 20.7 percent increase as compared to the second quarter of 2003.

 

For the first six months of 2004, interest-bearing deposits averaged $8.50 billion compared to $8.48 billion during the same period of 2003. This $21.0 million or 0.2 percent increase results from continued growth among Checking With Interest and savings accounts, offset by lower average time deposits.

 

For both the second quarter and the six-month periods ended June 30, 2004, when compared to the same period of the prior year, average balances of transaction and money market deposit accounts continue to grow. We attribute the ongoing run-off of time deposits to customer expectation of higher interest rates, and, until those rates begin to increase, time deposit balances will likely continue to erode.

 

Short-term borrowings. At June 30, 2004, short-term borrowings totaled $437.4 million compared to $430.2 million at December 31, 2003 and $499.6 million at June 30, 2003. For the quarters ended June 30, 2004 and 2003, short-term borrowings averaged $436.2 million and $461.6 million, respectively. The $25.4 million or 5.5 percent decline in short-term borrowings is the result of reductions in master notes and overnight repurchase obligations. Customer interest in these commercial cash management products has diminished due to the very low market rates of interest.

 

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Table of Contents
Consolidated Taxable Equivalent Rate/Volume Variance Analysis - Second Quarter    Table 4

 

    2004

    2003

    Increase (decrease) due to:

 

(thousands)


  Average
Balance


  Interest
Income/
Expense


  Yield/
Rate


    Average
Balance


  Interest
Income/
Expense


  Yield/
Rate


    Volume

    Yield/
Rate


    Total
Change


 

Assets

                                                           

Total loans

  $ 8,818,359   $ 112,018   5.11 %   $ 7,811,739   $ 112,393   5.77 %   $ 13,480     $ (13,855 )   $ (375 )

Investment securities:

                                                           

U. S. Government

    2,091,869     11,580   2.23       2,534,486     15,223   2.41       (2,583 )     (1,060 )     (3,643 )

State, county and municipal

    8,838     89   4.05       5,079     49   3.87       37       3       40  

Other

    51,908     295   2.29       55,418     348   2.52       (22 )     (31 )     (53 )
   

 

 

 

 

 

 


 


 


Total investment securities

    2,152,615     11,964   2.24       2,594,983     15,620   2.41       (2,568 )     (1,088 )     (3,656 )

Overnight investments

    405,851     954   0.95       483,698     1,418   1.18       (208 )     (256 )     (464 )
   

 

 

 

 

 

 


 


 


Total interest-earning assets

  $ 11,376,825   $ 124,936   4.42 %   $ 10,890,420   $ 129,431   4.77 %   $ 10,704     $ (15,199 )   $ (4,495 )
   

 

 

 

 

 

 


 


 


Liabilities

                                                           

Deposits:

                                                           

Checking With Interest

  $ 1,515,628   $ 449   0.12 %   $ 1,373,028   $ 478   0.14 %   $ 45     $ (74 )   $ (29 )

Savings

    746,563     373   0.20       689,735     686   0.40       44       (357 )     (313 )

Money market accounts

    2,517,362     4,285   0.68       2,527,037     6,348   1.01       (4 )     (2,059 )     (2,063 )

Time deposits

    3,731,536     19,856   2.14       3,873,129     26,037   2.70       (863 )     (5,318 )     (6,181 )
   

 

 

 

 

 

 


 


 


Total interest-bearing deposits

    8,511,089     24,963   1.18       8,462,929     33,549   1.59       (778 )     (7,808 )     (8,586 )

Federal funds purchased

    40,110     86   0.86       45,435     123   1.09       (13 )     (24 )     (37 )

Repurchase agreements

    140,528     127   0.36       153,101     121   0.32       (10 )     16       6  

Master notes

    194,517     325   0.67       210,581     333   0.63       (27 )     19       (8 )

Other short-term borrowings

    61,022     158   1.04       52,506     138   1.05       22       (2 )     20  

Long-term obligations

    287,597     5,461   7.64       253,379     5,241   8.30       673       (453 )     220  
   

 

 

 

 

 

 


 


 


Total interest-bearing liabilities

  $ 9,234,863   $ 31,120   1.36     $ 9,177,931   $ 39,505   1.73 %   $ (133 )   $ (8,252 )   $ (8,385 )
   

 

 

 

 

 

 


 


 


Interest rate spread

              3.06 %               3.04 %                        
   

 

 

 

 

 

 


 


 


Net interest income and net yield on interest-earning assets

        $ 93,816   3.32 %         $ 89,926   3.31 %   $ 10,837     $ (6,947 )   $ 3,890  
   

 

 

 

 

 

 


 


 


 

Average loan balances include nonaccrual loans. Yields related to loans and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming a statutory federal income tax rate of 35% and a state income tax rate of 6.90% for each period. The taxable-equivalent adjustment was $276 and $258 for 2004 and 2003, respectively.

 

For the six month periods ended June 30, 2004 and 2003, short-term borrowings averaged $435.9 million and $445.1 million, respectively, a reduction of 2.1 percent primarily due to reduced demand for master notes and overnight repurchase obligations from commercial cash management customers.

 

Long-term obligations. At June 30, 2004 and 2003, long-term obligations totaled $286.7 million and $253.4 million, respectively. During the second quarter of 2004, long-term obligations averaged $287.6 million, compared to $253.4 million during the same period of 2003. For the six month periods ended June 30, 2004 and 2003, long-term obligations averaged $288.4 million and $253.4 million, respectively, an increase of 13.8 percent that primarily resulted from $25 million borrowed from the FHLB during the fourth quarter of 2003.

 

Expense on Interest-Bearing Liabilities. BancShares’ interest expense amounted to $31.1 million during the second quarter of 2004, an $8.4 million or 21.2 percent decrease from the second quarter of 2003. The lower interest expense was the result of falling market interest rates. The rate on interest-bearing liabilities was 1.36 percent during the second quarter of 2004 compared to 1.73 percent during the same period of 2003.

 

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Table of Contents
Consolidated Taxable Equivalent Rate/Volume Variance Analysis - Six Months    Table 5

 

    2004

    2003

    Increase (decrease) due to:

 

(thousands)


 

Average

Balance


 

Interest

Income/

Expense


 

Yield/

Rate


   

Average

Balance


 

Interest

Income/

Expense


 

Yield/

Rate


    Volume

   

Yield/

Rate


   

Total

Change


 

Assets

                                                           

Total loans

  $ 8,636,479   $ 221,881   5.16 %   $ 7,727,674   $ 226,107   5.89 %   $ 25,222     $ (29,448 )   $ (4,226 )

Investment securities:

                                                           

U. S. Government

    2,185,531     24,501   2.25       2,476,109     30,652   2.50       (3,362 )     (2,789 )     (6,151 )

State, county and municipal

    9,197     183   4.00       4,317     97   4.53       104       (18 )     86  

Other

    52,058     564   2.18       55,606     725   2.63       (42 )     (119 )     (161 )
   

 

 

 

 

 

 


 


 


Total investment securities

    2,246,786     25,248   2.26       2,536,032     31,474   2.50       (3,300 )     (2,926 )     (6,226 )

Overnight investments

    374,554     1,792   0.96       552,497     3,208   1.17       (936 )     (480 )     (1,416 )
   

 

 

 

 

 

 


 


 


Total interest-earning assets

  $ 11,257,819   $ 248,921   4.44 %   $ 10,816,203   $ 260,789   4.85 %   $ 20,986     $ (32,854 )   $ (11,868 )
   

 

 

 

 

 

 


 


 


Liabilities

                                                           

Deposits:

                                                           

Checking With Interest

  $ 1,483,712   $ 874   0.12 %   $ 1,347,536   $ 1,087   0.16 %   $ 92     $ (305 )   $ (213 )

Savings

    732,904     731   0.20       675,659     1,401   0.42       91       (761 )     (670 )

Money market accounts

    2,560,511     8,585   0.67       2,548,334     13,283   1.05       98       (4,796 )     (4,698 )

Time deposits

    3,721,146     39,895   2.16       3,905,733     54,112   2.79       (2,235 )     (11,982 )     (14,217 )
   

 

 

 

 

 

 


 


 


Total interest-bearing deposits

    8,498,273     50,085   1.19       8,477,262     69,883   1.66       (1,954 )     (17,844 )     (19,798 )

Federal funds purchased

    44,018     187   0.85       40,331     220   1.10       19       (52 )     (33 )

Repurchase agreements

    139,674     246   0.35       157,165     251   0.32       (27 )     22       (5 )

Master notes

    192,054     639   0.67       218,471     666   0.61       (84 )     57       (27 )

Other short-term borrowings

    60,155     316   1.06       29,148     159   1.10       166       (9 )     157  

Long-term obligations

    288,379     10,874   7.54       253,384     10,484   8.28       1,382       (992 )     390  
   

 

 

 

 

 

 


 


 


Total interest-bearing liabilities

  $ 9,222,553   $ 62,347   1.36 %   $ 9,175,761   $ 81,663   1.79 %   $ (498 )   $ (18,818 )   $ (19,316 )
   

 

 

 

 

 

 


 


 


Interest rate spread

              3.08 %               3.06 %                        
   

 

 

 

 

 

 


 


 


Net interest income and net yield on interest-earning assets

        $ 186,574   3.33 %         $ 179,126   3.34 %   $ 21,484     $ (14,036 )   $ 7,448  
   

 

 

 

 

 

 


 


 


 

Average loan balances include nonaccrual loans. Yields related to loans and securities exempt from both federal and state income taxes, federal income taxes only, or state income taxes only are stated on a taxable-equivalent basis assuming a statutory federal income tax rate of 35% and a state income tax rate of 6.90% for each period. The taxable-equivalent adjustment was $566 and $542 for 2004 and 2003, respectively.

 

For the year-to-date, interest expense was $62.3 million, compared to $81.7 million for the same period of 2003. The $19.3 million or 23.7 percent decrease results primarily from lower interest rates and a reduction in average time deposits. The rate on interest-bearing deposits declined from 1.66 percent during the first six months of 2004 to 1.19 percent for the same period of 2004, a 47 basis point reduction. The rate on time deposits fell 63 basis points from 2.79 percent to 2.16 percent and, when combined with the impact of the volume reduction, accounted for $14.2 million of the reduction in interest expense during the first six months of 2004. The rate on money market accounts fell 37 basis points, from 1.05 percent to 0.68 percent. Although money market accounts experienced an increase in volume during the first six months of 2004, total interest expense on these deposits declined $4.7 million.

 

21


Table of Contents

NET INTEREST INCOME

 

Net interest income totaled $93.5 million during the second quarter of 2004, an increase of $3.9 million or 4.3 percent from the $89.7 million recorded during the second quarter of 2003. The taxable-equivalent net yield on interest-earning assets was 3.32 percent for the second quarter of 2004, an increase of 1 basis point from the 3.31 percent reported for the second quarter of 2003. The growth in net interest income resulted from strong growth in the loan portfolio while the rate on interest-bearing liabilities decreased more than the yield on interest-earning assets.

 

Net interest income was $186.0 million and $178.6 million for the six-month periods ended June 30, 2004 and 2003, respectively. This represents an increase of $7.4 million or 4.2 percent. Consistent with the second quarter comparison, the year-to-date results demonstrate the impact of a favorable volume variance more than offsetting the impact of an unfavorable rate variance.

 

Despite the continuing pressure on net interest income resulting from historically low interest rates, our asset/liability management strategy continues to focus on maintaining high levels of balance sheet liquidity and managing our interest rate risk. We maintain portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities that will protect against wide interest rate fluctuations, thereby limiting, to the extent possible, the ultimate interest rate exposure. Interest rate derivative contracts are not used in managing interest rate risk. Management believes that the current balance of asset and liabilities are properly positioned to maximize net interest income for possible interest rate hikes in the future.

 

Market risk is the potential economic loss resulting from changes in market prices and interest rates. This risk can either result in diminished current fair values or reduced net interest income in future periods. As of June 30, 2004, BancShares’ market risk profile has not changed significantly from December 31, 2003. Changes in fair value that result from movement in market rates cannot be predicted with any degree of certainty. Therefore, the impact that future changes in market rates will have on the fair values of financial instruments is uncertain.

 

ASSET QUALITY

 

The maintenance of excellent asset quality is one of our primary areas of focus. Historically, we have dedicated significant resources to ensuring we are prudent in our lending practices. Accordingly, we have focused on asset quality as a key performance measure.

 

Nonperforming assets. At June 30, 2004, BancShares’ nonperforming assets, consisting of nonaccrual loans and other real estate, amounted to $24.0 million or 0.27 percent of gross loans plus foreclosed properties, compared to $24.1 million at December 31, 2003, and $25.6 million at June 30, 2003. Nonaccrual loans totaled $17.3 million at June 30, 2004, compared to $18.2 million at December 31, 2003 and $17.4 million at June 30, 2003. Other real estate totaled $6.6 million at June 30, 2004, compared to $5.9 million at December 31, 2003 and $8.1 million at June 30, 2003. We closely monitor nonperforming assets, taking necessary actions to minimize potential exposure.

 

Reserve for loan losses. We continuously analyze the growth and risk characteristics of the total loan portfolio under current economic conditions in order to evaluate the adequacy of the reserve for loan losses. Such factors as the financial condition of the borrower, fair market value of collateral and other considerations are recognized in estimating probable credit losses. At June 30, 2004, the reserve for loan losses amounted to $125.4 million or 1.39 percent of loans outstanding. This compares to $119.4 million or 1.43 percent at December 31, 2003, and $115.4 million or 1.47 percent at June 30, 2003.

 

The provision for loan losses charged to operations during the second quarter of 2004 was $9.9 million, compared to $7.2 million during the second quarter of 2003. For the six-month periods ended June 30, total provision for loan losses was $17.8 million for 2004 and $12.8 million for 2003. The $5.0 million increase primarily results from the higher net charge offs and increased provision due to rapid loan growth during 2004.

 

Net charge-offs for the three months ended June 30, 2004 totaled $6.5 million, compared to net charge-offs of $5.2 million during the same period of 2003. On an annualized basis, these net charge-offs represent 0.30 percent and 0.27 percent of average loans outstanding during the respective periods. Net charge-offs for the six-month period ended June 30, 2004 totaled $11.8 million, compared to $9.9 million during the same period of 2003. As a percentage of average loans outstanding, these losses represent 0.27 percent for 2004 and 0.26 for 2003 on an annualized basis. Gross charge-offs totaled $13.2 million and $11.4 million for the six-month periods ended June 30, 2004 and 2003 respectively.

 

22


Table of Contents
Summary of Loan Loss Experience and Risk Elements   Table 6

 

    2004

    2003

    Six months ended June 30,

 

(thousands, except ratios)


  Second
Quarter


    First
Quarter


    Fourth
Quarter


    Third
Quarter


    Second
Quarter


    2004

    2003

 

Reserve balance at beginning of period

  $ 121,957     $ 119,357     $ 117,747     $ 115,382     $ 113,382     $ 119,357     $ 112,533  

Acquired reserve

    —         —         409       —         —         —         —    

Provision for loan losses

    9,917       7,847       5,079       6,353       7,192       17,764       12,755  

Net charge-offs:

                                                       

Charge-offs

    (7,288 )     (5,952 )     (5,246 )     (5,050 )     (6,089 )     (13,240 )     (11,362 )

Recoveries

    771       705       1,368       1,062       897       1,476       1,456  
   


 


 


 


 


 


 


Net charge-offs

    (6,517 )     (5,247 )     (3,878 )     (3,988 )     (5,192 )     (11,764 )     (9,906 )
   


 


 


 


 


 


 


Reserve balance at end of period

  $ 125,357     $ 121,957     $ 119,357     $ 117,747     $ 115,382     $ 125,357     $ 115,382  
   


 


 


 


 


 


 


Historical Statistics

                                                       

Average loans

  $ 8,818,359     $ 8,454,599     $ 8,140,751     $ 7,946,501     $ 7,811,739     $ 8,636,479     $ 7,727,674  

Loans at period-end

    8,988,095       8,616,987       8,326,598       8,026,502       7,857,220       8,988,095       7,857,220  
   


 


 


 


 


 


 


Risk Elements

                                                       

Nonaccrual loans

  $ 17,282     $ 13,969     $ 18,190     $ 13,494     $ 17,438     $ 17,282     $ 17,438  

Other real estate

    6,633       6,202       5,949       6,827       8,147       6,633       8,147  
   


 


 


 


 


 


 


Total nonperforming assets

  $ 23,915     $ 20,171     $ 24,139     $ 20,321     $ 25,585     $ 23,915     $ 25,585  
   


 


 


 


 


 


 


Accruing loans 90 days or more past due

  $ 11,389     $ 16,220     $ 11,492     $ 11,840     $ 7,848     $ 11,389     $ 7,848  
   


 


 


 


 


 


 


Ratios

                                                       

Net charge-offs (annualized) to average total loans

    0.30 %     0.25 %     0.19 %     0.20 %     0.27 %     0.27 %     0.26 %

Reserve for loan losses to total loans at period-end

    1.39       1.42       1.43       1.47       1.47       1.39       1.47  

Nonperforming assets to total loans plus other real estate at period-end

    0.27       0.23       0.29       0.25       0.33       0.27       0.33  
   


 


 


 


 


 


 


 

We consider the established reserve adequate to absorb losses that relate to loans outstanding at June 30, 2004. While we use available information to establish provisions for loan losses, future additions to the reserve may be necessary based on changes in economic conditions or other factors. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the reserve for loan losses. Such agencies may require the recognition of adjustments to the reserve based on their judgments of information available to them at the time of their examination.

 

NONINTEREST INCOME

 

The growth of noninterest income is essential to our ability to sustain adequate levels of profitability. The primary sources of noninterest income are service charges on deposit accounts, cardholder and merchant services income, various types of commission-based income including the sale of investments by our broker-dealer subsidiary, fees from processing services for client banks, mortgage income and various types of revenues derived from wealth management services. Noninterest income also includes gains and losses resulting from securities transactions as well as gains recognized from the sale of branch offices.

 

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During the first six months of 2004, noninterest income was $124.4 million, compared to $122.6 million during the same period of 2003. The $1.8 million or 1.5 percent increase was primarily due to growth in cardholder and merchant services income and service charges on deposit accounts. During the second quarter 2003, the sale of four branches generated a gain of $5.7 million. There was no branch sale activity during the first six months of 2004.

 

Cardholder and merchant services income increased $3.9 million or 14.8 percent for the first six months of 2004 when compared to the same period in 2003. Much of the increase results from higher transaction volume with our debit card product, which has contributed to growth in merchant income.

 

Service charges on deposit accounts increased $2.0 million or 5.4 percent during the first six months of 2004. Service charges benefited from higher levels of bad check fees. Fees from processing services increased $1.6 million from $10.2 million during the first six months of 2003 to $11.8 million earned during the first six months of 2004 due to higher transaction volume for client banks and a new fee schedule that was effective January 1, 2004.

 

Trust income contributed an additional $1.2 million during the first six months of 2004 compared to the same period of 2003. This increase represents a 15.4 percent increase over the same period of 2003 due to improved investment returns and increased sales activity during 2004. Additionally, we recorded securities gains of $1.9 million during the first six months of 2004, compared to $130,000 during the same period of 2003.

 

Partially offsetting the benefit of these increases, mortgage income decreased $3.9 million or 46.3 percent during the first six months of 2004. Refinance activity has slowed in the first half of 2004 due to higher mortgage interest rates, resulting in lower origination fee and service release income.

 

During the second quarter of 2004, noninterest income was $62.9 million, a decrease of $3.6 million or 5.5 percent, compared to the $66.6 million earned during the second quarter of 2003. The 2004 reduction results from the inclusion in the second quarter of 2003 of a $5.7 million gain recognized on the sale of branch offices and $1.1 million in securities gains. No such gains were recorded during the second quarter of 2004.

 

Cardholder and merchant services income increased $2.2 million or 15.5 percent during the second quarter of 2004 due to higher transaction volume and interchange fees. Service charges on deposits increased $1.1 million or 5.7 percent for the quarter due to higher bad check fees.

 

Fees from processing services increased $852,000 or 16.7 percent due to increased transaction volume for client banks as well as the new fee schedule effective January 1, 2004. ATM income increased $465,000 or 21.1 percent from 2003 to 2004 as FCB continues to enhance its ATM network. Mortgage income declined $2.1 million or 45.9 percent during the second quarter of 2004 as refinance activity slowed due to higher mortgage interest rates.

 

NONINTEREST EXPENSE

 

The primary components of noninterest expense are salaries and related employee benefit costs, occupancy costs related to branch offices and support facilities, and equipment costs related to branch offices and technology.

 

Noninterest expense was $240.2 million for the first six months of 2004, a 6.1 percent increase over the $226.5 million recorded during the same period of 2003. The $13.7 million increase in noninterest expense results from higher personnel and general operating costs. Salary expense increased $5.2 million during 2004 when compared to the same period of 2003. This 5.3 percent increase is primarily due to the growth in employee population required to staff new branch offices of ISB. Employee benefits expense increased $1.8 million or 7.6 percent during the first six months of 2004, compared to the corresponding period of 2003 due to higher health insurance costs and pension expense.

 

Occupancy costs increased $1.4 million or 6.6 percent during the first six months of 2004, the result of higher rent expense incurred by ISB. Equipment expense increased $976,000 or 4.0 percent from the second quarter of 2003 to the second quarter of 2004, due primarily to increases in hardware and software depreciation.

 

Other expenses increased $4.4 million or 7.3 percent during 2004 due to higher card processing costs, legal expense and non-credit charge-offs, partially offset by a favorable variance in net losses recognized from asset sales.

 

For the second quarter of 2004, noninterest expense totaled $121.3 million, a $5.8 million or 5.0 percent increase over the same period of 2003. Salary expense totaled $51.4 million during the

 

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second quarter of 2004, an increase of $2.2 million or 4.5 percent due to new associates hired to support the continued ISB expansion. Employee benefits expense increased $685,000 due to higher pension and health care costs.

 

INCOME TAXES

 

Income tax expense was $19.2 million during the first six months of 2004, compared to $22.8 million during the same period of 2003, a 15.8 percent decrease primarily due to lower pre-tax earnings. The effective tax rates for these periods were 36.7 percent and 36.9 percent, respectively. For the second quarters of 2004 and 2003, income tax expense was $9.3 million and $12.7 million, respectively. The effective tax rates were 37.0 percent and 37.9 percent for the respective periods.

 

LIQUIDITY

 

The investment portfolio is a primary source of liquidity, with available for sale securities and maturities of held-to-maturity securities structured to provide projected cash flows. Deposits generated throughout the branch network have enabled us to fund asset growth and maintain adequate levels of liquidity. In the event additional liquidity is needed, BancShares maintains sources for borrowed funds through federal funds lines of credit and other borrowing facilities including the Federal Home Loan Bank of Atlanta. Loan growth during the second quarter was funded primarily by maturities of investment securities. Deposits are expected to display seasonal patterns through the remainder of 2004, building in the third and fourth quarters to provide a portion of the required funding for anticipated loan growth.

 

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

 

BancShares maintains an adequate capital position and exceeds all minimum regulatory capital requirements. At June 30, 2004 and 2003, the leverage capital ratio of BancShares was 9.37 percent and 9.33 percent, respectively, surpassing the minimum level of 3 percent. As a percentage of risk-adjusted assets, BancShares’ Tier 1 capital ratio was 12.25 percent at June 30, 2004, and 13.40 percent as of June 30, 2003. The minimum ratio allowed is 4 percent of risk-adjusted assets. The total risk-adjusted capital ratio was 13.59 percent at June 30, 2004 and 14.73 percent as of June 30, 2003. The minimum total capital ratio is 8 percent. BancShares and each of its subsidiary banks meet the requirements for well-capitalized status established by their respective regulatory agencies.

 

SEGMENT REPORTING

 

BancShares conducts its banking operations through its two banking subsidiaries, FCB and ISB. Although FCB and ISB offer similar products and services to customers, each entity operates in distinct geographic markets and has separate management groups. We monitor growth and financial results in these institutions separately and, within each institution, by geographic segregation.

 

Although FCB has grown through acquisition in certain of its markets, throughout its history much of its expansion has been accomplished on a de novo basis. However, because of FCB’s size, market share and maturity as well as the current modest expansion of its branch network, the costs associated with de novo branching are not material to FCB’s financial performance. Since it first opened in 1997, ISB has followed a similar business model for growth and expansion. Yet, due to the large number of immature branch offices that have yet to attain sufficient size for profitability, the financial results and trends of ISB are significantly affected by its current and continuing growth. Each new market ISB enters creates additional operating costs that are typically not fully offset by operating revenues until the third year after initial opening. ISB’s rapid growth in new markets in recent years has continued to adversely impact its financial performance.

 

IronStone Bank. ISB’s total assets increased from $1.11 billion at June 30, 2003 to $1.33 billion at June 30, 2004, an increase of $212.4 million or 19.1 percent. This growth resulted from significantly higher levels of loans, funded by a growing deposit base and borrowed funds, generated by the expanding branch network. ISB recorded a net loss of $1.6 million during the first six months

 

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of 2004 compared to a net loss of $507,000 during the same period of 2003. This represents an unfavorable variance of $1.1 million, the result of ISB’s higher personnel and occupancy expenses and provision for loan losses.

 

ISB’s net interest income increased $2.8 million or 14.8 percent during the first six months of 2004, when compared to the same period of 2003, the result of balance sheet growth that more than offset the impact of falling interest rates. Provision for loan losses increased $1.0 million or 110.6 percent due to accelerated growth in the loan portfolio.

 

ISB’s noninterest income decreased $103,000 or 3.8 percent during the first six months of 2004, primarily the result of lower mortgage income. Noninterest expense increased $3.6 million or 17.3 percent during 2004. Higher personnel, occupancy and equipment costs reflect the impact of the expanded branch network, much of which relates to the expansion of ISB into new markets.

 

During 2004, ISB opened facilities in New Mexico and Colorado and has received approval to operate in Oregon and Washington. ISB continues to evaluate other markets for further expansion. As this growth continues, ISB will continue to incur incremental operating costs, particularly in the areas of personnel, occupancy and equipment. As a result of the de novo status of much of the ISB franchise and plans for continued expansion, ISB’s net losses will likely extend into the foreseeable future.

 

First Citizens Bank. FCB’s total assets increased from $11.16 billion at June 30, 2003 to $11.41 billion at June 30, 2004, an increase of $251.3 million or 2.3 percent. FCB recorded net income of $40.2 million during the first six months of 2004 compared to $45.8 million during the same period of 2003. This represents a $5.6 million or 12.2 percent reduction in net income.

 

FCB’s net interest income increased $5.4 million or 3.2 percent during the first six months of 2004, the result of strong loan growth. Provision for loan losses increased $4.0 million or 33.6 percent during 2004 due to higher net charge-offs and loan growth.

 

FCB’s noninterest income increased $1.3 million or 1.1 percent during the first six months of 2004, the result of higher cardholder and merchant service income, service charges on deposits and trust income offset largely by substantially lower levels of mortgage income.

 

Noninterest expense increased $11.4 million or 5.5 percent during the first six months of 2004, primarily due to higher personnel and credit card processing costs.

 

CURRENT ACCOUNTING AND REGULATORY ISSUES

 

In December 2003, the FASB issued SFAS No. 132 (revised), Employers’ Disclosures about Pensions and Other Postretirement Benefits (Statement 132). Statement 132 prescribes employers’ disclosures about pension plans and other postretirement benefit plans, but does not change the measurement or recognition of those plans. Statement 132 retains and revises the disclosure requirements contained in the original statement. It also requires additional disclosures about the assets, obligations, cash flows, and net periodic benefit cost of defined benefit pension plans and other postretirement benefit plans. Statement 132 is effective for fiscal years ending after December 15, 2003. The disclosures made elsewhere in this report conform to the requirements of Statement 132.

 

During March 2004, the SEC issued Staff Accounting Bulletin 105 Application of Accounting Principles to Loan Commitments (SAB 105). SAB 105 addresses the accounting for loan commitments and provides that the required fair value measurement include only differences between the guaranteed interest rate in the loan commitment and a market interest rate excluding any expected future cash flows related to the customer relationship or loan servicing. SAB 105 applies to mortgage loan commitments accounted for as derivatives and entered into after March 31, 2004. Substantially all of our mortgage loan commitments are based on rates provided by third party correspondents, who have agreed to purchase resulting loans at those rates. As a result, we are protected from interest rate risk, and the adoption of SAB 105 will not have a material impact on our consolidated financial statements.

 

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Management is not aware of any current recommendations by regulatory authorities that, if implemented, would have or would be reasonably likely to have a material effect on liquidity, capital ratios or results of operations.

 

FORWARD-LOOKING STATEMENTS

 

This 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 qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” “anticipate,” or other statements concerning opinions or judgments of BancShares 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 BancShares’ customers, actions of government regulators, the level of market interest rates, and general economic conditions.

 

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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.

 

Dated: August 4, 2004

 

FIRST CITIZENS BANCSHARES, INC.

   

                    (Registrant)

 

   

By:

 

/s/ Kenneth A. Black


       

Kenneth A. Black

       

Vice President, Treasurer

and Chief Financial Officer

 

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