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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1999 Commission File Number
0-11709
FIRST CITIZENS BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
TENNESSEE
(State or other jurisdiction of 62-1180360
incorporation or organization) (I.R.S. Employer Identification No.)
P. O. Box 370
First Citizens Place, Dyersburg, Tennessee 38025-0370
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (901) 285-4410
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
The aggregate market value of voting stock held by nonaffiliates of the
registrant at December 31, 1999 was $111,154,950.
Of the registrant's only class of common stock (no par value) there were
3,698,358 shares outstanding as of December 31, 1999 (net of Treasury Stock).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the
Proxy Statement dated March 15, 2000 (Part III)
Filed by Electronic Submission
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PART I
ITEM 1. BUSINESS
GENERAL
First Citizens Bancshares, Inc. ("Bancshares") was organized December, 1982 as a
Tennessee Corporation and commenced operations in September, 1983, with the
acquisition of all Capital Stock of First Citizens National Bank of Dyersburg
("First Citizens").
First Citizens was chartered as a national bank in 1900 and presently operates a
general retail banking business in Dyersburg (Dyer County), Ripley (Lauderdale
County), and Troy and Union City (Obion County), Tennessee, providing customary
banking services. First Citizens operates under the supervision of the
Comptroller of the Currency, is insured up to applicable limits by the Federal
Deposit Insurance Corporation and is a member of the Federal Reserve System.
First Citizens operates under the day-to-day management of its own officers and
directors; and formulates its own policies with respect to lending practices,
interest rates, service charges and other banking matters.
Bancshares' primary source of income is dividends received from First Citizens.
Dividend payments are determined in relation to First Citizens' earnings,
deposit growth and capital position in compliance with regulatory guidelines.
Management anticipates that future increases in the capital of First Citizens
will be accomplished through earnings retention or capital injection.
The following table sets forth a comparative analysis of Assets, Deposits, Net
Loans, and Equity Capital of Bancshares as of December 31, for the years
indicated:
December 31
(in thousands)
1999 1998 1997
Total Assets $472,670 $472,153 $384,184
Total Deposits 366,819 360,699 309,975
Total Net Loans 321,659 303,459 259,253
Total Equity Capital 43,680 43,082 36,706
Individual bank performance is compared to industry standards through
utilization of the Uniform Bank Performance Report (UBPR), published quarterly
by the Federal Financial Institution's Examination Council.
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This report provides comparisons of significant operating ratios of First
Citizens Bancshares with peer group banks. Presented in the following chart are
comparisons of First Citizens with peer group banks for the periods indicated:
*12/31/99 12/31/98 12/31/97
BANCSHARES PEER GRP BANCSHARES PEER GRP BANCSHARES PEER GRP
Average Assets/
Net Interest
Income 4.15% 4.18% 4.05% 4.20% 4.36% 4.31%
Average Assets/
Net Operating
Income 1.26% 1.13% 1.05% 1.16% 1.31% 1.20%
Net loan losses/
Average total
loans .22% .18% .23% .22% .09% .21%
Primary Capital/
Average Assets 9.29% 9.06% 9.32% 9.23% 9.94% 9.46%
Cash Dividends/
Net Income ** 58.35% 23.49% 57.51% 26.22% 35.77% 25.84%
*Performance as of 12/31/99 is compared to peer group ratios as of 09/30/99
(Most recent Federal Reserve Report)
EXPANSION
Bancshares may, subject to regulatory approval, acquire existing banks or
organize new banks. The Federal Reserve permits bank holding companies to engage
in non-banking activities closely related to banking or managing or controlling
banks, subject to Board approval or notification. In making such determination,
the Federal Reserve considers whether the performance of such activities by a
bank holding company would offer advantages to the public which outweigh
possible adverse effects. Approval by the Federal Reserve of a Bank Holding
Company's application to participate in a proposed activity is not a
determination that the activity is a permitted non-bank activity for all bank
holding companies. Approval applies only to the applicant, although it suggests
the likelihood of approval in a similar case.
First Citizens through its strategic planning process has stated its
intention to seek profitable opportunities that would utilize excess capital and
maximize income within the West Tennessee Area. First Citizens' objective in
acquiring other banking institutions would be for asset growth and
diversification into other market areas. Acquisitions would afford the bank
increased economies of scale within the data processing function and better
utilization of human resources. Any acquisition approved by Bancshares, would be
deemed to be in the best interest of Bancshares and its shareholders.
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On March 5, 1997 an Acquisition Agreement was executed for the purchase of the
Bank of Troy, Troy, TN, total assets approximately $57 million. The Bank of
Troy was converted to a branch of First Citizens National Bank in February,
1999. A Merger Agreement was signed between First Citizens National Bank ("The
Bank") and First Volunteer Bank, Union City, TN. on January 1, 1999. First
Volunteer Assets totaling approximately $47 million was converted as a branch
of First Citizens National Bank in June 1999.
Beginning in 1997 First Citizens started to expand financial services to
include a finance company and insurance agency. Delta Finance, located on St.
John Avenue, Dyersburg, TN was opened in early 1997 and a second finance
company was opened 4th quarter 1998 in Milan, TN. White and Associates/First
Citizens Insurance, LLC was opened in early 1998. Insurance services include a
full line of insurance products as well as financial services. In 1998
insurance products were expanded to include a credit insurance company and
crop insurance. A second Insurance Agency was opened in Obion County second
quarter of 1998. In 1999, a title insurance company was established and a full
time insurance agent was placed in the Ripley office.
On September 29, 1994, President Clinton signed into law the Riegel-Neal
Interstate Banking and Branching Efficiency Act of 1994. The Act provides for
nationwide interstate banking and branching within certain limitations. A more
detailed description of the act is discussed within the section entitled
"Usury, Recent Legislation and Economic Environment."
On November 12, 1999 the Gramm-Leach-Bliley Act was signed into law. The act
contains seven titles, each of which focuses on a different aspect of the
financial services industry. This new law will significantly change the way we
do business and still pave the way for a new era in banking.
SUPERVISION AND REGULATION
Bancshares is a one-bank holding company under the Bank Holding Company Act of
1956, as amended, and is subject to supervision and examination by the Board
of Governors of the Federal Reserve.
As a bank holding company, Bancshares is required to file with the Federal
Reserve annual reports and other information regarding the business
obligations of itself and its subsidiaries. Board approval must be obtained
before Bancshares may:
(1) Acquire ownership or control of any voting securities of a bank or
Bank Holding Company where the acquisition results in the BHC owning or
controlling more than 5 percent of a class of voting securities of that bank
or BHC;
(2) Acquire substantially all assets of a bank or BHC or merge with
another BHC.
Federal Reserve approval is not required for a bank subsidiary of a BHC to
merge with or acquire substantially all assets of another bank if prior
approval of a federal supervisory agency, such as the Comptroller of the
Currency is required under the Bank Merger Act. Relocation of a subsidiary
bank of a BHC from one state to another requires prior approval of the Federal
Reserve and is subject to the prohibitions of the Douglas Amendment.
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The Bank Holding Company Act provides that the Federal Reserve shall not
approve any acquisition, merger or consolidation which would result in a
monopoly or which would be in furtherance of any combination or conspiracy to
monopolize or attempt to monopolize the business of banking in any part of the
United States. Further, the Federal Reserve may not approve any other proposed
acquisition, merger, or consolidation, the effect of which might be to
substantially lessen competition or tend to create a monopoly in any section
of the country, or which in any manner would be in restraint of trade, unless
the anti-competitive effect of the proposed transaction is clearly outweighed
in favor of public interest by the probable effect of the transaction in
meeting convenience and needs of the community to be served. An amendment
effective February 4, 1993 further provides that an application may be denied
if the applicant has failed to provide the Federal Reserve with adequate
assurances that it will make available such information on its operations and
activities, and the operations and activities of any affiliate, deemed
appropriate to determine and enforce compliance with the Bank Holding Company
Act and any other applicable federal banking statutes and regulations. In
addition, consideration is given to the competence, experience and integrity
of the officers, directors and principal shareholders of the applicant and any
subsidiaries as well as the banks and bank holding companies concerned. The
Federal Reserve also considers the record of the applicant and its affiliates
in fulfilling commitments to conditions imposed by the Federal Reserve in
connection with prior applications.
A bank holding company is prohibited with limited exceptions from engaging
directly or indirectly through its subsidiaries in activities unrelated to
banking or managing or controlling banks. One exception to this limitation
permits ownership of a company engaged solely in furnishing services to banks;
another permits ownership of shares of the company, all of the activities of
which the Federal Reserve has determined after due notice and opportunity for
hearing, to be so closely related to banking or managing or controlling banks,
as to be a proper incident thereto. Moreover, under the 1970 amendments to the
Act and to the Board's regulations, a bank holding company and its
subsidiaries are prohibited from engaging in certain "tie-in" arrangements in
connection with any extension of credit or provision of any property or
service. Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act on any extension of credit to
the bank holding company or to any of its other subsidiaries, or investments
in the stock or other securities thereof, and on the taking of such stock or
securities as collateral for loans to any borrower.
Bank holding companies are required to file an annual report of their
operations with the Federal Reserve, and they and their subsidiaries are
subject to examination by the Federal Reserve.
Bancshares is subject to capital adequacy requirements imposed by the Federal
Reserve Bank. In addition, First Citizens (the principal subsidiary of the
corporation) is restricted by the Office of the Comptroller of the Currency
(Comptroller)from paying dividends in any years which exceed the net earnings
of the current year plus retained profits of the preceding two years. It is
the policy of First Citizens to comply with regulatory requirements for the
payment of dividends. The Federal Reserve adopted a risk-based capital measure
for use in evaluating the capital adequacy of bank holding companies effective
January 1, 1991. The risk-based capital measure focuses primarily on broad
categories of credit risk and incorporates elements of transfer, interest rate
and market rate risk. The calculation of risk-based capital is accomplished by
dividing qualifying capital by weighted risk assets. The minimum risked-base
capital ratio is 8%, at least one-half or 4.00% must consist of core capital
(Tier 1), and the remaining 4% may be in the form of core (Tier 1)
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or supplemental capital (Tier 2). Tier 1 capital/core capital consists of common
stockholders equity, qualified perpetual stock and minority interests in
consolidated subsidiaries. Tier 2 capital/supplementary capital consists of the
allowance for loan and lease loses, perpetual preferred stock, term subordinated
debt, and other debt and stock instruments. Bancshares has historically
maintained capital in excess of minimum levels established by the Federal
Reserve. A risked based capital analysis is performed on a quarterly basis to
test for compliance with Federal Reserve and bank policy guidelines before
declaring a dividend or increasing a dividend. First Citizens' policy states
that before declaring a dividend the following ratios will be achieved: (1)
Risked Based Capital Tier 1 will be 8.25% or above; Return on year-to-date
average equity 9.00%; Asset growth and projected one year future asset growth
less than 20.00%; and non performing assets to capital less than 30%. Non
performing assets include 90 day past due and non accrual loans.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following information relates to the principal executive officers of
Bancshares and its principal subsidiary, First Citizens National Bank as
of December 31, 1999
Name Age Position and Office
Stallings Lipford 69 Chairman of the Board of Bancshares
and First Citizens. Mr. Lipford
joined First Citizens in 1950. He
became a member of the Board of
Directors in 1960 and President in
1970. He was made Vice Chairman of
the Board in 1982. He served as
Vice Chairman of the Board of
Bancshares from September, 1982 to
February, 1984. The Board elected
Mr. Lipford Chairman of both First
Citizens and Bancshares on February
14, 1984. He served as President of
First Citizens and Bancshares from
1983 to 1992, and as CEO of
Bancshares and First Citizens from
1992 until 1996.
Katie Winchester 59 President and CEO of Bancshares and
First Citizens; employed by First
Citizens in 1961; served as Executive
Vice President and Secretary of the
Board from 1986 to 1992. She was
appointed CEO of Bancshares and First
Citizens in 1996; and President of
Bancshares and First Citizens in 1992.
Ms. Winchester was elected to the
Board of both First Citizens and
Bancshares in 1990.
Ralph Henson 58 Vice President of Bancshares;
Executive Vice President of Loan
Administration of First Citizens.
Employed by First Citizens in 1964.
Mr. Henson served First Citizens as
Senior Vice President and Senior
Lending Officer until his appointment
as Executive Vice President of Loan
Administration in February, 1993.
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Jeffrey Agee 39 Vice President and Chief Financial
Officer of Bancshares. Appointed
Executive Vice President and CFO of
First Citizens National Bank in
August 1999. Mr. Agee served as
Senior Vice President and CFO of First
Citizens prior to this appointment.
Employed by First Citizens in 1982.
Served First Citizens previous to
April, 1994 as Vice President and
Accounting Officer. Appointed Senior
Vice President and Chief Financial
Officer of First Citizens, April 17,
1996.
Barry Ladd 59 Appointed Executive Vice President
and Chief Administrative Officer of
First Citizens and Bancshares in 1996.
Senior Vice President and Senior
Lending Officer of First Citizens
from April 20, 1994 to January 17,
1996. Employed by First Citizens in
1972. Mr. Ladd served First Citizens
as Vice President and Lending Officer
previous to his appointment as Senior
Vice President.
Judy Long 45 Vice President and Secretary to the
Board of First Citizens Bancshares.
Appointed Executive Vice President
and Chief Operations Officer and
Secretary to First Citizens National
Bank in August 1999. Ms. Long served
as Senior Vice President and Chief
Operations Officer and Secretary to
First Citizens prior to this
appointment. She served as Senior Vice
President and Administrative Officer
previous to November 1997; Vice
President and Loan Operations Manager
(1992-1996). Employed by First
Citizens on July 19, 1974.
BANKING BUSINESS
First Citizens operates a general retail banking business in Dyer County,
Tennessee. The bank expanded its banking operations into Lauderdale County in
1995 with the purchase of $8 million in assets and Obion County in 1997 and
1998, purchasing approximately $104 million in assets. All persons who live in
either community or who work in or have a business or economic interest in
either county are considered as forming a part of the area serviced by First
Citizens. First Citizens provides customary banking services, such as checking
and savings accounts, funds transfers, various types of time deposits, and safe
deposit facilities. It also finances commercial transactions and makes and
services both secured and unsecured loans to individuals, firms, and
corporations. Commercial lending operations include various types of credit
services for its customers. Agricultural services are provided that include
operating loans as well as financing for the purchase of equipment and farm
land. The installment lending department makes direct loans to individuals for
personal, automobile, real estate, home improvement, business and collateral
needs. Mortgage lending makes available long term fixed and variable rate loans
to finance the purchase of residential real estate.
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These loans are sold in the secondary market without retaining servicing rights.
Credit cards and open-ended credit lines are available to both commercial
customers and consumers.
Corporate Offices for First Citizens Bancshares and First Citizens National Bank
are located in Dyersburg/Dyer County, Tennessee. Dyersburg/Dyer County is
located in northwest Tennessee and sits on the banks of the Mississippi River.
It is 78 miles northeast of Memphis, Tennessee, 165 miles west of Nashville and
230 miles south of St. Louis, Missouri. Dyer County is equidistant between
Chicago and New Orleans with direct rail, Amtrak, highway and interstate service
to major industrial and consumer markets. Dyersburg/Dyer County is an anchor in
the region that blends education, transportation, industry agribusiness and
retail trade to serve the tristate and service the encompassing Northwest
Tennessee, Northwest Arkansas, and the Missouri Bootheel area. Dyer County is a
mix of agriculture and industry. Fifty-six percent of the land in Dyer County is
in agricultural production and farming is a $79 million industry in the county.
Dyer County is Tennessee's number one producer of soybeans, grain sorghum,
commercial vegetables and rice. Other important crops are wheat, cotton, and
corn. The county's 509 farm operations average 435 acres as of December 31,
1998. Agriculture loans outstanding on the books of First Citizens National Bank
totaled $27,491,929 or 18 percent of total loans. Agriculture loans totaling
$13,307,617 are well secured with real estate, including farmland, residential
property, and other improvements, while $11,489,254 are secured loans to finance
crop production and the purchase of equipment. Approximately $2.7 million in
agriculture loans are 90% guaranteed by Farm Credit Services (a government
agency). There are 61 manufacturers and processors distributed throughout the
county employing approximately 7,500 people. The local economy appears to be
solid and growing. In December 1999, Dyer County unemployment rate was 3.7%
compared to the State of Tennessee unemployment rate of 3.8%. The labor force
increased 18.4% from 1980 to 1995. (Statistics Source: Economic Overview,
Council for Urban Economic Development, July 28, 1998).
First Citizens National Bank expanded its base of operations into Obion County
in 1998. Obion County is located approximately 27 miles north of Dyersburg and
is adjacent to Dyer County. Economic conditions in Obion County appear to be
solid and growing. The unemployment rate as of December 31, 1999 was 4.1%
compared to the State of Tennessee Unemployment rate of 3.8%. The County is a
mix of industry, service and retail business. Goodyear Manufacturing, a builder
of tires, is the largest employer in the county, employing approximately 3700
workers at year end 1999. Total Assets of First Citizens National Bank - Obion
County offices in Troy and Union City are approximately $95 million consisting
primarily of consumer and retail business loans. Total assets of the Lauderdale
County office in Ripley have increased to approximately $15 million consisting
primarily of commercial, business and agriculture loans. Unemployment in
Lauderdale County as of December 31, 1999 was 6.1% compared to 4.1% for the
state.
First Citizens Financial Plus, Inc., a Bank Service Corporation wholly owned by
First Citizens is a licensed Brokerage Service. This allows the bank to compete
on a limited basis with numerous non-bank entities who pose a continuing threat
to our customer base, and are free to operate outside regulatory control.
First Citizens was granted trust powers in 1925 and has maintained an active
Trust Department since that time. Assets as of December 31, 1999 were in excess
of $174,000,000. Services offered by the Investment Management and Trust
Services Division include but are not limited to estate settlement, trustee of
living trusts,
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testamentary trustee, court appointed conservator and guardian, agent for
investment accounts, and trustee of pension and profit sharing trusts.
Delta Finance, a finance company wholly owned by First Citizens National Bank
offers financial service to the retail market. Services offered by Delta Finance
and Delta Finance II consists primarily of consumer and residential real estate
loans.
On February 9, 1998, White and Associates/First Citizens Insurance, LLC was
chartered by the State of Tennessee. The principal office of White and
Associates/First Citizens, originally located at 104 North Monroe Street,
Newbern, Tennessee, has relocated to the Main Office of First Citizens in
Dyersburg, with one full-time agent remaining at the Newbern location. White and
Associates/First Citizens is a general insurance agency offering a full line of
insurance products including casualty, Life and Health, and crop insurance.
A second location of White and Associates/First Citizens Insurance was opened in
Bank of Troy on July 1, 1998 with the purchase of Durham Insurance, Union City,
Tennessee. On December 28, 1998 a credit insurance company was formed and will
be known as First Citizens/White and Associates Insurance Company. In January
1999, First Citizens merged with First Volunteer Bank of Union City and the
primary office for Obion County was relocated to the Union City Branch. Halls
Insurance Agency, a primary provider of Crop Insurance in the state of
Tennessee, was acquired by White & Associates/First Citizens Insurance LLC and a
full time agent was placed in the Agricultural Department at the Main Bank.
Another full time insurance agent was placed in the Ripley Office. In addition,
a Title Insurance Company established in 1999, is two-thirds owned by White and
Associates/First Citizens, LLC.
The business of providing financial services is highly competitive. The
competition involves not only other banks but non-financial enterprises as well.
In addition to competing with other commercial banks in the service area, First
Citizens competes with savings and loan associations, insurance companies,
savings banks, small loan companies, finance companies, mortgage companies, real
estate investment trusts, certain governmental agencies, credit card
organizations, and other enterprises.
The following tabular analysis sets forth the competitive position of First
Citizens when compared with other financial institutions in the service area for
the period ending June 30, 1999.
Dyer County Market
(Bank's Only)
(in thousands)
Total Deposits % of Market Share
Bank Name 06/30/99 06/30/99
First Citizens
National Bank $264,220 53.75%
First Tennessee
Bank 102,513 20.87%
Security Bank 76,142 15.49%
City State Bank 11,727 2.38%
Union Planters, FSB 36,909 7.51%
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Total $491,511 100.00%
*Does not include deposits of $22,390,000 categorized as Overnight and fixed
term Repurchase Agreements.
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At December 31, 1999 Bancshares and its subsidiary, First Citizens, employed a
total of 203 full time equivalent employees. Having been a part of the local
community in excess of 100 years, First Citizens has been privileged to enjoy a
major share of the financial services market. Dyersburg and Dyer County are
growing and with this growth come demands for more sophisticated financial
products and services. Strategic planning has afforded the Company both the
physical resources and data processing technology necessary to meet the
financial needs generated by this growth.
USURY, RECENT LEGISLATION AND ECONOMIC ENVIRONMENT
Tennessee usury laws limit the rate of interest that may be charged by banks.
Certain Federal laws provide for preemption of state usury laws. Legislation
enacted in 1983 amends Tennessee usury laws to permit interest at an annual rate
of interest four (4) percentage points above the average prime loan rate for the
most recent week for which such an average rate has been published by the Board
of Governors of the Federal Reserve, or twenty-four percent (24%), which ever is
less (TCA 47-14-102(3)). The "Most Favored Lender Doctrine" permits national
banks to charge the highest rate permitted by any state lender.
Specific usury laws may apply to certain categories of loans, such as the
limitation placed on interest rates on single pay loans of $1,000.00 or less for
one year or less. Rates charged on installment loans, including credit cards, as
well as other types of loans may be governed by the Industrial Loan and Thrift
Companies Act.
On September 29, 1994, President Clinton signed into law the Riegel-Neal
Interstate Banking and Branching Efficiency Act of 1994 ("Act"). The Act
provides for nationwide interstate banking and branching with certain
limitations. The Act permits bank holding companies to acquire banks without
regard to state boundaries after September 29, 1995. The Federal Reserve may
approve an interstate acquisition only if, as a result of the acquisition, the
bank holding company would control less than 10% of the total amount of insured
deposits in the United States or 30% of the deposits in the home state of the
bank being acquired. The home state can waive the 30% limit as long as there is
no discrimination against out-of-state institutions.
Pursuant to the Act, interstate branching took effect on June 1, 1997, except
under certain circumstances. Once a bank has established branches in a host
state (a state other than its headquarters state) through an interstate merger
transaction, the bank may establish and acquire additional branches at any
location in the host state where any bank involved in the interstate merger
transaction could have established or acquired branches under applicable federal
or state law.
The Act further provides that individual states might opt out of interstate
branching, prior to May 31, 1997. A bank in that state may merge with a bank in
another state provided that neither of the states have opted out.
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The Federal Reserve in September, 1996 gave bank holding companies the right to
exclude some securities earnings from the 10% cap on underwriting revenue
through "Section 20 Units". It later removed three firewalls, one of which
prevented the same bank employee from selling underwriting services, loans and
transactions accounts. The Federal Reserve on December 20 more than doubled, to
25% the amount of revenue section 20 units may earn underwriting and dealing in
commercial securities. The Office of the Comptroller of the Currency in adopting
its controversial operating-subsidiary rule in November 1996, established a
procedure that allows national banks to create subsidiaries to underwrite
securities, sell insurance, or conduct other activities that the banks may
engage in directly. Change in the law for securities underwriting will have no
impact on First Citizens since the bank does not engage in this practice.
Legislation being considered would possibly limit this action to operating
Subsidiaries of the Holding Company only.
The Comptrollers's operating-subsidiary rule also streamlined national banks'
applications for new branches. It sets a strict 45-day deadline for Comptroller
action on all applications, with a 10 day extension possible when serious CRA
issues are raised. The Comptroller provisions closely parallel changes to
Regulation Y issued by the Federal Reserve in August, 1996. Those changes give
the Federal Reserve 15 days to process most merger applications. It also expands
data processing powers, eliminates tying restriction on nonbanks, and allows
bank-run trusts to buy mutual funds advised by the bank.
The Gramm-Leach-Bliley Act, referred to as " Financial Modernization" was signed
into law November 12, 1999. The Act is the most significant piece of legislation
to be enacted in the last 50 years and is expected to dramatically change the
landscape of the financial services industry. In essence, the Act is a
conglomeration of numerous provisions that impact a broad range of issues within
the banking industry. Financial Modernization will pave the way for a new era in
banking.
The Act contains seven titles, each of which focuses on a different aspect of
the financial services industry. An overview of the Act can be summarized using
the following points:
o Removes barriers between insurance, banks, and securities by allowing
these entities to merge and sell each other's products under a holding
company structure with some exceptions.
o Reasserts the supremacy of state regulation of the business of insurance
with specific exceptions.
o Prohibits companies outside the financial services industry to purchase
(merge/affiliate) with insurers, banks, and/or securities firms.
o Allows banks to sell insurance and securities products as long as it
discloses to the purchasers that these products are not guaranteed by the
Federal Deposit Insurance System.
o Prohibits banks from tying the purchase of insurance and securities
products as conditions for loan approvals.
o Permits affiliated companies to share customers' personal data with each
other but gives the customer the right to prohibit the sharing of this
data with companies outside the holding company structure.
o Allows states to preempt federal laws that offer greater privacy
protections than those included in the Financial Services Modernization
Act.
o Requires states to enact uniform laws and regulations governing the
licensure of individuals and entities authorized to sell and solicit the
purchases of insurance within and outside a state.
<PAGE>12
What does this mean for First Citizens? The primary impact will be increased
competition as large-scale independent investment bankers (brokerage firms,
insurance companies, mutual funds) are likely to begin offering banking services
in offices nationwide. The good news is, our focus on diversification has placed
the Company in a position to compete by offering the same products and services
at convenient locations by a staff our customers know and trust. Through
utilization of technology, we offer the same sophisticated services as larger
banks with offices nationwide. One example is our Internet Banking Account that
has drawn rave reviews from existing and new customers. Customers of First
Citizens Financial Plus have access to on-line trading and White and
Associates/First Citizens Insurance has established a web presence that is
progressing toward on-line insurance sales.
Overall, opportunities available as a result of the new legislation are a plus
for community banks. Increased competition that is sure to develop from giant
financial services organizations simply means we will work harder to earn the
business of our customers. As community bankers, we recognize that bigger does
not always mean better, and knowing our customers affords us a tremendous
advantage as we strive to identify and serve their financial needs.
First Citizens intends to pursue challenges and opportunities presented by
"Financial Modernization". We have made the choice to compete and will do so in
an aggressive manner. We intend to maximize our potential for success as we
focus on the following:
o Market Awareness - Business decisions will be driven by a clear
understanding of the financial needs of existing and potential customers,
a focus on enhancing our ability to serve those needs and an awareness of
changes which might impact either or both.
o Strategic Planning - Establishing a clear direction for the future of
First Citizens, understanding what must be done to accomplish established
goals and recognizing signs that might indicate a need to rethink the
strategy are key components of the Plan. The management team, acting under
guidance of a diverse and committed Board of Directors is positioned to
execute a well thought out Strategic Plan.
o Technology Utilization - Automated customer information systems,
electronic banking and remote distribution of services are as available to
First Citizens as to the largest bank in America. We are committed to
investing resources in a manner that will allow us to remain competitive
as the information age continues to grow and mature.
o Staff Development - There is no one element within an organization more
important to success than is the quality of staff. In spite of automation
and the efficiencies of outsourcing, community banks still need people. In
response, a formalized Staff Development program was introduced in 1999,
which will support and enhance the quality of current and future
management of First Citizens at all levels. Recognizing leadership skills,
enhancing abilities through training and supporting realistic career goals
are primary objectives of this ongoing process.
The likely focus of the immediate future in this industry is the convergence of
financial services. Our emphasis on diversification in recent years has placed
First Citizens in the enviable position of being able to effectively compete in
this new environment.
<PAGE>13
There are no known trends, events or uncertainties that are likely to have a
material effect on First Citizens liquidity, capital resources or results of
operation. There currently exists no recommendation by regulatory authorities
which if implemented, would have such an effect. There are no matters which have
not been disclosed. Bancshares and First Citizens are located in a highly
competitive market. There are numerous banks located within markets served by
First Citizens who compete for deposit dollars and earning assets, two of whom
are branches of large regional competitors. First Tennessee Bank and Union
Planters National Bank are two of the largest financial institutions in the
state. Interstate banking as permitted by recent federal legislation as
discussed herein could possibly bring about the location of large out of state
banks to the area. If so, First Citizens would continue to operate as it has in
the past, focusing on the wants and needs of existing and potential customers
and maximizing the use of technology. The quality of service and individual
attention afforded by an independent community bank cannot be matched by large
regional competitors, managed by a corporate team unfamiliar to the area. First
Citizens is a forward thinking bank offering products and services required to
maintain satisfactory customer relationships as we move into the twenty-first
century.
Monetary policies of regulatory authorities, including the Federal Reserve have
a significant effect on operating results of bank holding companies and their
subsidiary banks. The Federal Reserve regulates the national supply of bank
credit by open market operations in United States Government securities, changes
in the discount rate on bank borrowings, and changes in reserve requirements
against bank deposits. A tool once extensively used by the Federal Reserve to
control growth and distribution of bank loans, investments and deposits has been
eliminated through deregulation. Competition, not regulation, dictates rates
which must be paid and/or charged in order to attract and retain customers.
Federal Reserve monetary policies have materially affected the operating results
of commercial banks in the past and are expected to do so in the future. The
nature of future monetary policies and the effect of such policies on the
business and earnings of the company and its subsidiaries cannot be accurately
predicted.
ITEM 2. PROPERTIES
First Citizens owns and occupies a six-story building in Dyersburg, Tennessee
containing approximately 50,453 square feet of office space, bearing the
municipal address of First Citizens Place (formerly 200 West Court). An
expansion program completed during 1988 doubled the available floor space of the
existing facility. The space was utilized to combine all lending and loan
related functions. First Citizens owns the Banking Annex containing total square
footage of 12,989 which provides operating space for banking departments i.e.
agricultural services, training and public relations, as well as the bank's
Brokerage subsidiaries. The municipal address of the bank occupied portion of
the Annex is 215-219 Masonic Street.
The land and building occupied by the Downtown Drive-In Branch located at 113
South Church Street, Dyersburg, Tennessee is owned by First Citizens. The
building, containing approximately 1,250 square feet, is located on a lot which
measures 120 feet square. Also located at this address is a separate ATM
facility wholly owned by the Bank.
<PAGE>14
The Midtown Branch of First Citizens is located at 620 U.S. 51 By-Pass adjacent
to the Green Village Shopping Center. The building contains 1,920 square feet
and has been owned by First Citizens since construction. The land on which this
Branch is located, having previously been leased, was purchased during 1987. In
June of 1992 an additional 1.747 acres adjoining the Midtown Branch property was
purchased to accommodate future growth and expansion. Construction of a larger
facility at this location commenced during the third quarter of 1999 with a
completion date of June 30, 2000. In addition to financial services, the branch
will house a U.S. Postal Service location which will be available twenty-four
hours a day, seven days a week.
In addition, the Midtown Branch Motor Bank is located on .9 acres adjoining the
Midtown Branch. This property consists of a servicing facility and six remote
teller stations and is owned in its entirety by the Bank. A drive-through ATM
was located at this facility during 1994. This location will be combined with
the full service branch location now under construction and will be identified
as the Green Village Office.
The Newbern Branch, also owned by First Citizens, is located on North Monroe
Street, Newbern, Tennessee. The building contains approximately 4,284 square
feet and occupies land which measures approximately 1.5 acres. A separate
facility located in Newbern on the corner of Highway 51 and RoEllen Road houses
an ATM. Both land and building are owned by the Bank.
The Super Money Market Branch in the Kroger Supermarket on Highway 78 is
operated under a franchise obtained through National Bank of Commerce, Memphis,
Tennessee. While the fixtures are owned by First Citizens, space is made
available from the Kroger Company through the franchise agreement. An ATM is
also located near the branch in the Kroger facility.
The Industrial Park Branch located at 2211 St. John Avenue is a full service
banking facility that offers drive-thru Teller and ATM services. The building
owned by First Citizens National Bank contains approximately 2,773 square feet
and is located on 1.12 acres of land. The Industrial Park Branch, became
operational In November, 1994.
Construction of the new branch office in Lauderdale County was completed during
the second quarter of 1999. The building contains approximately 3,500 square
feet and was built on 1.151 acres of land located at 316 Cleveland Street in
Ripley, providing a larger, more efficient facility to better serve our
customers in Lauderdale County. The Ripley Office offers full serving banking
with drive up teller lanes, twenty-four hour drive up ATM as well as Mortgage,
Trust, Brokerage and Insurance services. Customers and staff celebrated a move
to the new location on July 1, 1999. First Citizens continues to retain title to
the original building. The building contains approximately 1,450 square feet and
was built in 1984 on a quarter acre of land located at 292 Washington Street in
Ripley. This location offers twenty-four hour ATM access, with exception to
accepting deposits. The building will be considered in terms of future expansion
of the Ripley franchise, or will be sold if no future utilization can be
identified.
The Bank of Troy was purchased by First Citizens National Bank in early 1998.
The Troy Branch is located on Harper Street just west of Highway 51 in Troy,
Tennessee. The building is two story brick and siding. The site consists of
three lots with maximum dimensions on each side being 272 feet and 260 feet. The
first floor in the main building contains 5,896 square feet and houses a full
service branch facility. Most of the building was constructed in 1970 with
additions and renovations being made since that time. The Troy Branch also
offered limited drive-through services at a location on Highway 51 which was
closed May 1, 1999. Permission to close this location was granted by the OCC
based on the limited volume of business conducted by customers compared to the
cost of operations.
<PAGE>15
First Volunteer Bank in Union City was purchased by First Citizens early in
January 1999. The Union City branch operates two full service facilities, a
motor branch and two ATM's in Obion County. The main office is located at 100
Washington Avenue in Union City. The brick building consists of 52,500 square
feet on three floors and is a combination of two buildings. The bank occupies
10,000 square feet of the ground floor. An additional 3,750 square feet are used
for storage space. The other 3,750 square feet of the ground floor are leased to
Snappy Tomato Pizza Company. A motor branch is located at First and Harrison
Streets across from the main office. The East branch facility and ATM are
located at 1509 East Reelfoot Avenue in Union City. The other ATM is located in
the Goodyear Manufacturing facility in Union City.
As a result of the Union City acquisition, First Citizens acquired a 5,123
square foot building having a street address of 500 South First Street,
currently leased by Radio Shack. This building will be considered in terms of
future expansion of the Union City franchise, or will be sold if no future
utilization can be identified.
There are no liens or encumbrances against any of the properties owned by First
Citizens.
ITEM 3. LEGAL PROCEEDINGS
First Citizens is involved in routine legal issues. However, the outcome of
these issues are not expected to have a material adverse effect to the bank.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter of the year ending December 31, 1999, there were no
meetings, annual or special, of the shareholders of Bancshares. No matters were
submitted to a vote of the shareholders nor were proxies solicited by management
or any other person.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
As of December 31, 1999 there were 978 shareholders of Bancshares' stock.
Bancshares common stock is not actively traded on any market. Per share prices
reflected in the following table are based on records of actual sales during
stated time periods. These records may not include all sales during these time
periods if sales were not reported to First Citizens for transfer.
Quarter Ended High Low
March 31, 1999 $30.00 $30.00
June 30, 1999 $30.00 $30.00
September 30, 1999 $30.00 $30.00
December 31, 1999 $30.00 $30.00
March 31, 1998 $23.50 $22.75
June 30, 1998 $23.50 $22.75
September 30, 1998 $30.00 $23.50
December 31, 1998 $30.00 $30.00
<PAGE>16
Dividend payouts per share adjusted for the split were .90 cents in 1999, .75
cents in 1998 and .50 cents in 1997.
Dividends - 1999
Dividend Quarter
Per Share Declared
.1875 1st
.1875 2nd
.1875 3rd
.3375 4th
Total $ .9000
All dividends are restated to reflect the 4:1 stock split in June 1998.
*Special dividend paid in fourth quarter, 1999 and 1998.
Future dividends will depend on Bancshares' earnings and financial condition
and other factors which the Board of Directors of Bancshares considers relevant.
ITEM 6. SELECTED FINANCIAL DATA
The following table presents information for Bancshares effective December 31
for the years indicated.
(in thousands)
(except per share data)
1999 1998 1997 1996 1995
Net Interest &
Fee Income $ 19,305 $ 17,964 $ 16,021 $ 14,956 $ 13,417
Gross Interest
Income $ 36,085 $ 35,252 $ 30,698 $ 28,862 $ 26,546
Income From
Continuing
Operations $ 5,799 $ 4,474 $ 4,730 $ 4,254 $ 3,024
Long Term
Obligations(1) $ 11,264 $ 25,486 $ 12,146 $ 6,997 $ 8,652
Income Per Share
from Continuing
Operation(2) $ 1.58 $ 1.25 $ 1.38 $ 1.22 $ .89
Net Income per
Common Share (2)
$ 1.58 $ 1.25 $ 1.38 $ 1.22 $ .89
Cash Dividends
Declared
per Common
Share(2) $ .90 $ .75 $ .50 $ .40 $ .33
Total Assets at
Year End $472,670 $472,153 $384,183 $357,269 $332,778
Allowance for
Loan Losses
as a % Loans 1.14% 1.25% 1.21% 1.07% 1.15%
Allowance for
Loan Losses as
a % of Non-
Performing Loans 445.26% 509.62% 461.76% 176.08% 707.99%
Loans 90 Days
Past Due as a
% of Loans .10% .14% .00% .09% .17%
<PAGE>17
(1)Long Term Obligations consist of FHLB Borrowings and an ESOP Obligation.
(2)Restated to reflect 4 for 1 Stock Split on June 15, 1998.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Significant events highlighted 1999 as a record year for First Citizens
Bancshares, Inc. First Citizens National Bank was declared Year 2000 compliant;
Bank of Troy and First Volunteer were successfully converted as full service
offices; First Citizens/White and Associates Insurance chartered both a Credit
Insurance Company and a Title Insurance Company. Construction of the Ripley
Office facility was completed, while construction was commenced on a 6400 square
foot facility at our Green Village location. The Electronic Banking Department
and Call Center were established to support electronic delivery channels and
enhance customer service.
Assets:
Total assets ended the year at $472,670,000 up 30% when compared to totals
previous to the acquisition of First Volunteer Bank. First Citizens acquired
First Volunteer Bank, Union City, Tennessee, with assets totaling $49 million as
of January 1, 1999. The acquisition was consummated February 12, 1999, in a
transaction recorded as a pooling-of-interests which involved the issuance of
445,251 shares of First Citizens Bancshares, Inc. common stock. Accordingly, the
Financial Accounting Standards Board required a restatement of the prior year(s)
financial reports to reflect assets acquired from First Volunteer Bank. The
restated balance sheet reflects total assets at December 31, 1999 of
$472,670,000 compared to $472,153,000 as of December 31, 1998, up less than one
percent. Traditionally, banks which move into new markets through acquisitions,
lose market share in the first year, gain back some of the loss the second year
and by the end of the third year, regain lost market share. First Citizens
marketing efforts are and will continue to be directed toward business
development and growth in market share. Officers, Employees, and Directors are
charged with the implementation of a business development program designed to
improve service to existing customers, identify the potential for new
relationships and cross sell a wide array of products and services to customers,
based on a needs assessment. As evidence of the success of these efforts market
share in Dyer County increased to 53.75 percent in 1999 from 52.33 percent in
1998. Both Obion and Lauderdale County lost market share in 1999 as certain
competitors offered above market rates on deposits in an effort to gain market
share.
Loans:
The loan portfolio is First Citizens largest earning asset. Total loans as of
December 31, 1999 increased approximately 6%, exclusive of acquisitions, when
compared to December 31, 1998. Loans acquired in acquisition and merger
activities added approximately $58 million in volume. The portfolio is comprised
primarily of commercial, agricultural and real estate loans, with real estate
comprising in excess of 56% of total loan volume. New building starts in Dyer
and surrounding counties presented growth opportunities for First Citizens in
areas of one-to-four family residential loans as well as commercial and retail
business expansions. Competition for loans continues to place pressure on the
yield and term customers are willing to accept. Loan Administration has taken a
conservative position in dealing with situations which deviate from established
underwriting standards, while recognizing the need to maintain quality loan
growth.
<PAGE>18
First Citizens is the largest agricultural lender in the State of Tennessee and
is an approved Farm Credit Services lender. The Ag segment of the West Tennessee
economy was dealt a major blow two years running when every primary crop was
subjected to some form of natural disaster. In addition, reduced export demand
forced down commodity prices to levels not seen in more than a decade. At
December 31, 1999, First Citizens' loan portfolio contained approximately $29
million in agriculturally related loans with only 1.35% reported as past due.
Some of these loans presented a challenge to our customers and to First Citizens
as lender. Recognizing that the situation is temporary in nature, Loan
Administration is committed to working with our farm and agriculture related
customers to minimize exposure to the bank's loan portfolio as well as the long
term effect of this vital segment of our economy. An adequate loan loss reserve,
strong underwriting standards and a 90% guaranty of Farm Credit services on many
loans should minimize the impact to future earnings of the company.
Asset quality within the loan portfolio remains strong with the provision for
loan losses at a level which management believes adequate to absorb potential
losses. Non-Performing loans at year-end were .27 percent of total loans
compared to peer bank ratio of .78 percent. Problem loans at December 31, 1999
increased to 1.53 percent of total loans compared to 1.06 percent at year-end
1998. Problem loan totals as well as loans charged-off are reflective of
variations in underwriting standards associated with the merged banks and First
Citizens National Bank. The ratio of net charge-offs to average net loans
outstanding for 1999 and 1998 are .13 percent, .09 percent respectively.
Deposits:
One of the most critical issues facing banks today is the ability to attract and
retain deposits. The exaggerated returns investors have enjoyed from equities
and mutual funds have resulted in stripping funds from lower yielding bank
certificate of deposits. Conversely, the competitive nature of the lending
market forces down the rate of return, placing pressure on the ability to
maintain acceptable net interest margins. As a result, community banks have
turned to the Federal Home Loan Bank as a liquidity source.
Deposit growth, of 34.85 percent is reflective of deposits acquired in merger
and acquisition activities in 1999. However, a comparison of the restated
balance sheet for the periods ending 1999 and 1998 reflects actual growth of
1.7%. The restated balance sheet accounts for deposits of First Volunteer Bank
as if those deposit were booked on the balance sheet of First Citizens National
Bank as of December 31, 1998. Deposits acquired from First Volunteer and Bank of
Troy and remaining on the books at year-end total $77 million.
Sweep accounts balances totaling $ 14,685,000 are excluded from deposit totals.
The "Sweep" product is offered to large balance customers, and provides for
funds to automatically sweep daily from a demand deposit account into an
overnight repurchase agreement. This product affords commercial customers the
opportunity to earn interest on excess collected funds while providing
availability of adequate funds to clear large denomination checks as presented
for payment.
Earnings:
Return on average assets is a measure of Bancshares' ability to maximize asset
utilization. Return on average assets was impacted in both 1999 and 1998 as a
result of non-recurring organizational costs associated with merger and
acquisition activities. Return on average assets in 1999 and 1998 were 1.26
percent and 1.29 percent. Net Interest Income is the primary source of income
for Bancshares. Interest income for the years under comparison in Bancshares'
income statement is $36,085,000, $35,252,000, and $30,698,000. Improved interest
income levels for 1998 and 1999 is primarily
<PAGE>19
reflective of an increased loan volume. Yields on interest earning assets i.e.
loans and investments, decreased from 9.08% in 1997 to 8.48% in 1999, while the
cost on interest bearing liabilities decreased from 4.80% to 4.36%. Reduced
funding cost is attributable to utilization of Federal Home Loan Bank as an
alternative source of funds. As a result, we are better able to manage the cost
of funds and restore net interest margins to a more acceptable level.
Growth in non-interest income makes a substantial contribution to Bank earnings.
Components in this category include service charges on deposit accounts, loan
fees and other service charges, and income received from Subsidiaries.
Non-interest income improved from $ 4 million or 13.56 percent in 1998 to $5.7
million or 23.57 percent in 1999.
Non-interest expense increased approximately 5 percent in 1999 compared to 23
percent in 1998. Salaries and benefits increased less than 5% in 1999 after a
24% increase in 1998, a result of added staff created by the acquisition of Bank
of Troy and a buy out of an executive contract. The previous years total
reflected additional employees of Bank of Troy, Delta Finance, and in support
positions at First Citizens National Bank, while 1999 increase can be attributed
to the addition of First Volunteer and annual payroll increases. Occupancy
expense, up13 percent in '99, reflects additional depreciation expenses
associated with acquired facilities; construction of new facilities; and
computer cost associated with Bank of Troy and First Volunteer conversions. Data
processing expense increased 15% in 1998 as a result of software enhancements,
the installation of a Wide Area Network and cost of addressing year 2000 issues.
A consistent and disciplined Asset/Liability Management policy provides the
necessary focus on interest rate risk and rate sensitivity. An executive level
Asset/Liability Management Committee functions in accordance with board approved
policies to monitor pricing, maturity, growth and mix strategies. This oversight
allows management to make informed decisions that limit interest rate risk and
ensure a consistent and ever increasing level of earnings.
Shareholder Return and Equity Capital:
Stockholder equity has grown consistently, supported by strong earnings and
quality assets. Total equity capital increased to $43,680,000 at year end 1999
from $36,786,000 in 1998. The purchase of the Bank of Troy was funded with
equity capital totaling $5.5 million and a loan from SunTrust Bank in the amount
of $4.1 million. The Sun Trust loan was repaid in full in 1999. In June 1998 the
Employee Stock Ownership Plan entered into a loan agreement with SunTrust Bank
in the amount of $2,000,000 to fund the purchase of previously authorized and
unissued stock. The stock will be utilized to satisfy future allocations to ESOP
participants in accordance with the plan document approved by the Board of
Directors in December 1985. The balance remaining on the ESOP loan, which is
fully guaranteed by Bancshares, was $1,117,000 as of December 31, 1999.
Net income of $5,799,000 at year-end 1999 was up $1.3 million or 30% when
compared to 1998. A comparison of 1998 net income to 1997 reflects a decrease of
$256,000 or 6 percent. Earnings per share for the same time period were $1.58,
$1.25, and $1.38 respectively. Earnings decrease in 1998 is reflective of
one-time costs associated with the purchase and conversion of Bank of Troy.
Increased net income for 1999 reflects both merger activity as well as growth in
total loans. Management will continue to invest excess capital in a manner that
compliments earnings and enhances the potential increase to shareholder return.
<PAGE>20
Cash dividends paid for the years of 1999, 1998 and 1997 were $.90, $.75, $.50.
Shareholder dividends paid in 1999 consisted of quarterly dividends of $.1875
per share and a special dividend of $.15 per share. 1998 dividend was enhanced
by a 4 for 1 stock split distributed to shareholders June 15, 1998. As a result
of the split, the number of shares outstanding increased to 3,194,544. This
action followed a 2.5 for 1 split October 15, 1993 and a 10% stock dividend
December 15, 1992.
During 1999, per share price of banks stocks came under tremendous pressure.
Because Bancshares stock is not publicly traded, it has thus far escaped the
level of volatility that has impacted stock prices of even the best performing
banks. Uncertainty of the future direction of interest rates, a decrease in
merger and acquisition activity and a leveling off of earnings have combined to
dampen the enthusiasm of investors and create an unstable stock market.
Bancshares stock traded at $30.00 per share through December 31, 1999. However,
first quarter 2000, market value declined to a per share price of $24.00.
Book value per share fell from $12.12 at year-end 1998 to $11.81 as of December
31, 1999, as a direct result of Mark-to-Market requirements of FASB 115.
Mark-to-Market dictates that investment securities held in the Available for
Sale portion of the securities portfolio be marked up or down to account for
fluctuations in market value created by changes in interest rates. The
adjustment derived from the market evaluation is then marked against the banks'
capital. Changes to the capital account as a result of FASB 115 are classified
as book entry and write-downs are temporary if securities are held to maturity.
Write downs in 1999 as a result of Mark to Market Accounting was approximately
$3.4 million First Citizens has no plans to sell securities held in Available
for Sale prior to the maturity of the investment.
Changes in Financial Accounting Standards
FASB Statements 135 through 137 - Pooling of Interests Method
The pooling of interests method accounts for a business combination as the
uniting of the ownership interests of two or more companies by exchange of
equity securities. No acquisition is recognized because the combination is
accomplished without disbursing resources of the constituents. Ownership
interests continue and the former bases of accounting are retained. The recorded
assets and the liabilities of the constituents are carried forward to the
combined corporation at their recorded amounts. Income of the combined
corporation includes income of the constituents for the entire fiscal period in
which the combination occurs. The reported income of the constituents for prior
periods is combined and restated as income of the combined corporation.
NON-INTEREST INCOME
The following table reflects restated non-interest income for the years ending
December 31, 1999, 1998, and 1997:
<TABLE>
<CAPTION>
December 31
Change from prior year
(in thousands)
Increase Increase
Total (Decrease) Total (Decrease) Total
1999 Amount Percentage 1998 Amount Percentage 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Service Charges on
Deposit Accounts $2,408 $ 331 15.93% $2,077 $ 160 8.34% $1,917
Other Service Charges,
Commissions & Fees $1,657 $ 544 48.87% $1,113 $ 278 33.29% $ 835
Other Income $1,606 $ 207 14.79% $1,399 $ 110 8.53 $1,289
TOTAL NON-INTEREST
INCOME $5,671 $1,082 23.57% $4,589 $ 548 13.56% $4,041
</TABLE>
<PAGE>21
Growth in non-interest income is key to sustaining increases in overall net
income as net interest margins continue to be squeezed. The components of First
Citizens non-interest income include service charges on deposit accounts, other
fees and service charges, fiduciary income, ATM/POS interchange fees, and other
income from subsidiaries (Financial Plus, White and Associates/First Citizens
Insurance, Delta Finance, Trust Department). Total non-interest income in 1999
increased 23.6% to $5,671,000 compared to a 13.6% increase in 1998. Service
charges on deposit accounts increased 16% from 1998 to 1999 primarily due to
increased overdraft fee income. A strong focus on fee income and diversification
of the income stream is reflected in the increased percentages in 1999 of 49% in
other service charges and fees and 15% in other income. Improved earnings are
attributed to continued growth in income received from Financial Plus, Inc.;
First Citizens Insurance; and the Trust Department. These numbers are also
reflective of income received from the sale of a branch office located in Troy,
TN at a net profit of approximately $100,000.
<TABLE>
<CAPTION>
NON-INTEREST EXPENSE
December 31
Change from prior year
(in thousands)
Increase Increase
Total (Decrease) Total (Decrease) Total
1999 Amount Percentage 1998 Amount Percentage 1997
<S> <C> <C> <C> <C> <C> <C> <C>
Salaries & Employee
Benefits $ 8,672 $ 384 4.63% $ 8,288 $1,580 23.55% $6,708
Occupancy Expense $ 2,726 $ 311 12.87% $ 2,415 113 .49% $2,302
Other Operating Expense $ 4,011 $ 71 1.80% $ 3,940 998 33.92% $2,942
TOTAL NON-INTEREST EXPENSE $15,409 $ 766 5.23% $14,643 $2,691 22.51% $11,952
</TABLE>
Total non-interest expense increased approximately 5% in 1999 and 23% in 1998
reflecting growth in salaries and benefits of additional employees at First
Volunteer Bank, Bank of Troy, Mortgage Lending, Financial Plus, Delta Finance
and in support positions at First Citizens National Bank. The Bank of Troy,
Troy, TN and First Volunteer Bank, Union City, TN were converted to the books of
First Citizens National Bank in 1999 as branches of the bank. These conversions
allowed for a reduction in number of employees as well as provide for economies
of scale in information systems. Non-recurring expense incurred at Bank of Troy
in 1998 exceeded $1.3 million and included benefit plans, additional loan loss
reserves and buy out of an employment contract of the Bank's former CEO.
Full-time equivalent employees were 203 at December 31, 1999 compared to 172 at
December 31, 1998. Assets per employee at December 31, 1999 was $2.3 million,
remaining stable when compared to $2.3 at December 31, 1998. Data processing
expense increased in 1998 and 1999 as a result of software enhancements, the
installations of a Wide Area Network, cost of addressing year 2000 issues,
associated merger costs, and the introduction of Online Banking to our
customers. The increase does not reflect the time and attention of key staff
members to ensure that systems were compliant and would deal efficiently with
the new millennium date change. Increase in occupancy expense from 1998 to 1999
was greatly influenced by the construction of the new branch office in Ripley,
early construction stages of the new Green Village Office, and increased
depreciation expense.
Efficiencies implemented over the past five years have reduced and/or controlled
non-interest expense in an acceptable manner. Going forward, management will
focus on increasing the potential to generate non-interest income through
investment in non-banking subsidiaries such as insurance agencies, consumer
finance companies, and our brokerage business. In addition, we will concentrate
on internal income growth in the bank's mortgage lending and trust services
departments.
<PAGE>22
December 31
Assets Per Employee Asset Per Employee
FCNB Peer Groups
(in thousands)
1999 $2,328 $2,540
*1998 $2,354 $2,400
1997 $2,151 $2,400
1996 $2,159 $2,300
1995 $1,969 $1,900
*1998 includes Bank of Troy and Delta Finance II. Assets per
employee increased due to Troy's positive position.
COMPOSITION OF DEPOSITS
The average daily amounts of deposits and rates paid on such deposits are
summarized for the periods indicated:
December 31
(in thousands)
1999 1998 1997
Average Average Average Average Average Average
Balance Rate Balance Rate Balance Rate
Non-Interest
Bearing Demand
Deposits $ 39,805 - $ 37,742 - $ 32,368 -
Savings Deposits $111,278 2.99% $106,259 3.20% $ 92,562 3.37%
Time Deposits $208,908 4.91% $202,370 5.62% $176,155 5.51%
TOTAL DEPOSITS $359,991 3.77% $346,371 4.27% $301,085 4.25%
Deposits increased 3.9% in 1999 in comparison to 15% in 1998 which included Bank
of Troy deposits. A comparison of the composition of deposits for 1999 and 1998
reflects deposit growth of only 3.9% in 1999 as compared to 15% when comparing
1998 to 1997. Total deposits have been restated as required by FASB Accounting
Standards for pooling-of-interests, triggered by the First Volunteer merger, as
discussed in the MDA on page 17 in the section titled Assets. Actual deposit
growth in 1999 including deposits acquired from mergers and acquisitions, was
34.85 percent. The company's marketplace is described as highly competitive,
with a fairly sophisticated customer base. Competition is aggressive for both
loans and deposits. Retention of savings and time deposits continues to be a
challenge with increased competition by brokerage firms, insurance companies and
other financial service providers. Competitor marketing programs are aggressive
in seeking new deposit dollars with advertising programs that offer rates on
certificates of deposits in excess of 6% and above in some market areas.
According to a recent survey First Citizens maintains approximately 54% of Dyer
County market share; 16% of Obion County market share and 4% of Lauderdale
County market share. In the Dyer County market the bank competes with Union
Planters (7.5%), First Tennessee Bank (20.9%), Security Bank (15.5%), and City
State Bank (2.4%). The bank's largest competitor in Lauderdale County is Bank of
Ripley (36.2%). Competition in Obion County ranks First State Bank 42.1% market
share, Commercial Bank and Trust 17.1%, Union Planters 9.7%, and Reelfoot Bank
12.8%.
<PAGE>23
Deposit growth, without acquired deposits, remained relatively flat in 1999. The
average rate paid on total deposits continued to decline from 4.27% in 1998 to
3.77% in 1999. However, an increase in rates by the Federal Reserve prompted a
reversal of this trend during the fourth quarter of 1999. The utilization of
deposits to fund loan growth is no longer an option for the banking industry.
Returns generated on investments in stocks and mutual funds, combined with a
high level of customer confidence in the national economy have negated the value
of FDIC Insurance as a tool for attracting and holding deposits. First Citizens
has turned to other sources provided by approved lines of credit through
Correspondent Banks and Federal Home Loan Bank. As a result we have more control
on maintaining acceptable interest rate margins. Deposit growth is projected at
2% to 3% by the 2000 budget. Management is continuously monitoring and enhancing
the bank's product line in order to retain existing customers and to attract new
customer relationships. First Citizens introduced Internet based banking to the
market place September 1, 1999. The service allows customers to access account
information, statement activity, apply for a deposit or loan and pay bills by
signing on to firstcitizens-bank.com. The cost of Internet banking is free to
customers, while bill pay is offered at a competitive price. A Call Center is in
the early planning stages and will provide more efficient customer support from
account inquiry to electronic banking products and services. An Internet based
cash management product for small businesses will be announced to the market
during the first half of 2000.
SHORT TERM BORROWINGS
12/31/99 12/31/98
Amount outstanding-end of Period $46,090 $38,107
Weighted Average Rate of Outstanding 4.56% 4.38%
Maximum Amount of Borrowings at
Month End 47,470 38,107
Average Amounts Outstanding for
Period 32,759 27,777
Weighted Average Rate of Average
Amounts 4.46% 4.46%
Long term debt for 1999 is comprised of Federal Home Loan Bank borrowings
totaling $33,963,571 and Delta Finance Company obligation of $1,000,000. Other
long term obligations consist of a note payable of Employee Stock Ownership Plan
to Suntrust Bank, balance at 12/31/99 of $1,117,000. 1998 long term debt
included Federal Home Loan Bank borrowings totaling $35,010,053, Debt for the
purchase of Troy Bank, balance at year-end of $682,295, and Delta Finance
Company debt. The Employee Stock Ownership Plan loan balance at 12/31/98 was
$1,408.000.
Average Average Average Variable
Volume Rate Maturity
FHLB Borrowings-Loans 2,264 5.86% 5 years
FHLB Borrowings-Other 10,264 5.12% 1-5 years Monthly, Yearly
Finance Company Debt 1,000 6.00% 5 years
ESOP Obligation 1,117 6.89% 6 years Monthly
The following table sets forth the maturity distribution of Certificates
of Deposit and other time deposits of $100,000 or more outstanding on the books
of First Citizens on December 31, 1999. The overall total increased in excess of
$25 million when compared to the prior year.
MATURITY DISTRIBUTION OF TIME DEPOSITS IN AMOUNTS OF $100,000 AND OVER
December 31
(in thousands)
1999 1998
Amount Percent Amount Percent
Maturing in:
3 months or less $44,946 63.42% $18,719 41.22%
Over 3 through 12 months $22,980 32.43% $22,525 49.60%
Over 12 months $ 2,936 4.15% $ 4,170 9.18%
TOTAL $70,862 100.00% $45,414 100.00%
<PAGE>
<PAGE>24
The following table sets forth an analysis of sources and uses of funds for the
years under comparison.
SOURCES AND USES OF FUNDS
(in thousands)
1999 1998 1997
FUNDING USES Average Increase Average Increase Average
Balance (Decrease) Balance (Decrease) Balance
Amount % Amount % Amount
INTEREST-EARNING
ASSETS:
Loans (Net of
Unearned Discounts
& Reserve) $323,047 $33,631 11.62% $289,416 $37,431 14.85% $251,985
Taxable Investment
Securities $ 89,368 $ 5,449 6.49% $ 83,919 $12,682 17.80% $ 71,237
Non-Taxable
Investment
Securities $ 13,072 ($ 1,127)(7.93%)$ 14,199 $ 2,664 23.09% $ 11,535
Federal Funds
Sold $ 2,690 ($ 6,060)69.25% $ 8,750 $ 1,750 25.00% $ 7,000
Interest Earning
Deposits In
Banks $ 1,031 $ 51 5.20% $ 980 $ 685 232.20% $ 295
TOTAL INTEREST-
EARNING ASSETS $429,208 $31,944 8.04% $397,264 $55,212 16.14% $342,052
Other Uses $ 43,376 $ 5,218 13.67% $ 38,158 $ 5,580 17.12% $ 32,578
TOTAL FUNDING
USES $472,584 $37,162 8.53% $435,422 $60,792 16.22% $374,630
INTEREST-BEARING
LIABILITIES:
Savings
Deposits $111,278 $ 5,019 4.72% $106,259 $13,697 14.79% $ 92,562
Time Deposits $208,908 $ 6,538 3.23% $202,370 $26,215 14.88% $176,155
Federal Funds
Purchased and
Other Interest
Bearing
Liabilities $ 64,918 $18,418 39.60% $ 46,500 $ 8,601 22.69% $ 37,899
TOTAL INTEREST-
BEARING
LIABILITIES $385,104 $29,975 8.44% $355,129 $48,513 15.82% $306,616
Demand Deposits $ 39,805 $ 2,063 5.46% $ 37,742 $ 5,374 16.60% $ 32,368
Other Sources $ 47,675 $ 5,124 12.04% $ 42,551 $ 6,905 19.37% $ 35,646
TOTAL FUNDING
SOURCES: $472,584 $37,162 8.53% $435,422 $60,792 16.22% $374,630
<PAGE>25
<TABLE>
<CAPTION>
SUMMARY - AVERAGE BALANCE SHEET AND NET INTEREST INCOME ANALYSIS
(FIRST CITIZENS NATIONAL BANK)
Monthly Average Balances and Interest Rates
(in thousands)
1999 1998 1997
Average Average Average Average Average Average
Balance Interest Rate Balance Interest Rate Balance Interest Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
INTEREST EARNING
ASSETS:
Loans (1)(2)
(3) $323,047 $29,382 9.10% $289,416 $28,502 9.84% $251,985 $24,907 9.88%
Investment
Securities:
Taxable $ 89,368 $ 5,903 6.61% $ 83,919 $ 5,405 6.44% $ 71,237 $ 4,957 6.95%
Tax Exempt (4) $ 13,072 $ 938 7.18% $ 14,199 $ 1,085 7.64% $ 11,535 $ 903 7.82%
Interest Earning
Deposits $ 1,031 $ 42 4.07% $ 980 $ 55 5.61% $ 295 $ 11 3.73%
Federal Funds
Sold $ 2,690 $ 148 5.50% $ 8,751 $ 639 7.30% $ 7,000 $ 281 4.01%
Lease Financing $ 0 $ 0 0% $ 0 $ 0 0% $ 0 $ 0 0%
Total Interest
Earning Assets $429,208 $36,413 8.48% $397,264 $35,686 8.98% $342,052 $31,059 9.08%
NON-INTEREST
EARNING ASSETS:
Cash and Due From
Banks $ 13,531 $ 0 0% $ 12,005 $ 0 0% $ 11,210 $ 0 0%
Bank Premises and
Equipment $ 13,035 $ 0 0% $ 10,180 $ 0 0% $ 9,131 $ 0 0%
Other Assets $ 16,810 $ 0 0% $ 15,973 $ 0 0% $ 12,237 $ 0 0%
Total Assets $472,584 $ 0 0% $435,422 $ 0 0% $374,630 $ 0 0%
LIABILITIES AND
SHAREHOLDERS'
EQUITY:
INTEREST BEARING
LIABILITIES:
Savings Deposits $111,278 $ 3,324 2.99% $106,259 $ 3,400 3.20% $ 92,562 $ 3,119 3.37%
(5)
Time Deposits $208,908 $10,262 4.91% $202,370 $11,391 5.62% $176,155 $ 9,690 5.50%
Federal Funds
Purchased and
Other Interest
Bearing
Liabilities $ 64,918 $ 3,194 4.92% $ 46,500 $ 2,497 5.36% $ 37,899 $ 1,868 4.92%
Total Interest
Bearing
Liabilities $385,104 $16,780 4.36% $355,129 $17,288 4.86% $306,616 $14,677 4.80%
NON-INTEREST
BEARING
LIABILITIES:
Demand Deposits $ 39,805 $ 0 0% $ 37,742 $ 0 0% $ 32,368 $0 0%
Other
Liabilities $ 3,993 $ 0 0% $ 2,688 $ 0 0% $ 2,221 $0 0%
Total
Liabilities $427,762 $ 0 0% $395,559 $ 0 0% $341,205 $0 0%
SHAREHOLDERS'
EQUITY $ 43,682 $ 0 0% $ 39,863 $ 0 0% $ 33,425 $0 0%
<PAGE>26
TOTAL LIABILITIES
AND SHAREHOLDERS'
EQUITY $472,584 $ 0 0% $435,422 $ 0 0% $374,630 $0 0%
NET INTEREST
INCOME $ 0 $19,633 0% $ 0 $18,398 0% $ 0 $16,382 0%
NET YIELD ON
AVERAGE EARNING
ASSETS $ 0 $ 0 4.57% $ 0 $ 0 4.63% $ 0 $0 4.78%
</TABLE>
(1) Loan totals are shown net of interest collected, not earned
and loan loss reserves.
(2) Fee Income is included in interest income and the computations
of the yield on loans. Overdraft Fee Income is excluded from
the totals.
(3) Includes loans on nonaccrual status.
(4) Interest and rates on securities which are non-taxable for Federal
Income Tax purposes are presented on a taxable equivalent basis.
(5) Includes Insured Money Fund, NOW, Club Accounts, and other Savings.
VOLUME/RATE ANALYSIS
(First Citizens 1999 Compared to 1998 1998 Compared to 1997
National Bank) Due to Changes in: Due to Changes in:
Total Total
Average Average Increase Average Average Increase
Volume Rate (Decrease) Volume Rate (Decrease)
Interest Earned On: (in thousands)
Loans $3,309 $(2,429) $ 880 $3,698 $ (103) $3,595
Taxable Investments 351 147 498 8,814 (8,366) 448
Tax Exempt Investment
Securities (86) (61) (147) 208 (26) 182
Interest Bearing
Deposits with Other
Banks 3 (16) (13) 26 18 44
Federal Funds Sold and
Securities purchased
under agreements to
resell (442) (49) (491) 70 288 358
Lease Financing 0 0 0 0 0 0
TOTAL INTEREST EARNING
ASSETS $3,135 $(2,408) $ 727 $12,816 (8,189) $4,627
Interest Paid On:
Savings Deposits 161 (237) (76) 462 (181) 281
Time Deposits 367 (1,496) (1,129) 1,441 260 1,701
Federal Funds Purchased
and Securities Sold
Under Agreement to
Repurchase 987 (290) 697 423 206 629
TOTAL INTEREST BEARING
LIABILITIES $1,515 $(2,023) $ (508) $ 2,326 $ 285 $2,611
INTEREST EARNINGS $1,620 $ (385) $1,235 $10,490 (8,474) $2,016
<PAGE>27
A summary of average interest earning assets and interest bearing liabilities
is set forth in the preceding table together with average yields on the
earning assets and average cost on the interest bearing liabilities. Total
interest earning assets increased 8.04% and 16.14% when comparing 1999 to 1998
and 1997. Total interest bearing liabilities increased 8.44% and 15.82% when
comparing 1999, 1998 and 1997 respectively. Total interest earning assets
averaged $429,208,000 at an average rate of 8.48% while total interest bearing
liabilities averaged $385,104,000 at an average rate of 4.36%. Net yield on
average earning assets (annualized) was 4.57%, 4.63%, and 4.78% for the years
1999, 1998, and 1997. Strategic planning efforts dictate a reduction in cost
of funds, thereby improving interest rate margins. Asset/Liability policies
are in place to protect the company from the negative effects of volatile
swings in interest rates. Interest margins are well managed to achieve
acceptable profits and a return on equity within policy guidelines.
LOAN PORTFOLIO ANALYSIS
COMPOSITION OF LOANS
December 31
(in thousands)
1999 1998 1997 1996 1995
Real Estate Loans:
Construction $ 34,431 $ 28,048 $ 23,378 $ 21,564 $ 19,618
Mortgage $189,787 $159,637 $151,333 $142,079 $122,944
Commercial, Financial
and Agricultural Loans $ 60,446 $ 87,927 $ 52,212 $ 46,581 $ 45,402
Installment Loans to
Individuals $ 37,595 $ 29,197 $ 26,904 $ 23,743 $ 24,718
Other Loans $ 3,118 $ 2,522 $ 2,512 $ 2,479 $ 2,425
TOTAL LOANS $325,377 $307,331 $256,339 $236,446 $215,107
CHANGES IN LOAN CATEGORIES
December 31, 1999 as compared to December 31, 1998
(in thousands)
Amount of Increase % of Increase
Loan Category (Decrease) (Decrease)
Real Estate $36,533 19.46%
Commercial, Financial
and Agricultural ($27,481) (31.25%)
Installment Loans to
Individuals $ 8,398 28.76%
Other Loans $ 596 23.63%
TOTAL LOANS $18,046 5.87%
Outstanding loans at year-end increased 5.87% when compared to year-end 1998.
The 1998 total loan balance has been restated to include loans acquired from
First Volunteer totaling $28.7 million. Loan growth consisted of increased
volume in Installment and Real Estate categories. Commercial, Financial and
Agricultural Loans reflected a 31.25% decrease from 1998 to 1999 primarily due
to paydowns in commercial loans. The expansion into Obion County affords new
lending opportunities, which would support future growth projections, while at
the same time building on existing customer relationships. Net loan growth for
the five years ending December, 1999 was approximately 51 percent. Competition
for quality loans continues to place pressure on the yield and terms customers
are willing to accept. Loan Administration has taken a conservative position in
dealing with situations which deviate from established underwriting procedures,
while at the same time recognizing the need to maintain loan growth.
<PAGE>28
Growth in 1996 of 9.9% and 1997 of 8.4% is an indicator of increased
competition for high quality loans. An increase of 22% for the year ending
December 31, 1998 reflects loans acquired as a result of the Troy acquisition.
The agricultural segment of the West Tennessee economy(statistics discussed in
the Banking Business section of this report) was dealt a major blow two years
running when every primary crop was subjected to some form of natural
disaster. In addition, reduced export demand forced down commodity prices to
levels not seen in more than a decade. At December 31, 1999 First Citizens
loan portfolio contained more than $27 million in agricultural related loans.
Some of these loans presented a challenge to our customers and to First
Citizens. An adequate loan loss reserve, strong underwriting standards and a
90% guaranty from farm credit services on many of the loans should minimize
the impact to future earnings.
Mortgage loans have experienced continued growth of more than 57% since 1995,
with a 19.5% increase from 1998 to 1999. The upward trend is attributed to
substantial growth in Dyer County population as well and the number of
households recorded in Dyer county in the past decade. Market information and
employment rates are published in this report in the section titled Banking
Business.
The First Citizens loan portfolio is made up of quality credits, and is well
diversified with a concentration of credit in real estate related loans. Real
estate related loans total over $224 million. Problem loans increased
$2,140,149 when compared to December 31, 1998. Problem loans at December 31,
1999 was $7.1 million or 2.18% of total loans. The provision for loan losses
increased in proportion to loan growth as required by loan policy.
The book value of repossessed real property held by First Citizens was
$390,458 at December 31,1999 compared to $136,937 at December 31, 1998.
Accounting for adjustments to the value of Other Real Estate when recorded
subsequent to foreclosure is accomplished on the basis of independent
appraisal. The asset is recorded at the lesser of its appraised value or the
loan balance.
Loan Administration sets policy guidelines approved by the Board of Directors
regarding portfolio diversification and underwriting standards. Loan policy
also includes board approved guidelines for collateralization, loans in excess
of loan to value limits, maximum loan amount, maximum maturity and
amortization period for each loan type. Policy guidelines for loan to value
ratio and maturities related to various collateral as follows:
Collateral Max. Amortization Max. LTV
---------- ----------------- --------
Real Estate Various (see discussion) Various (see discussion)
Equipment 5 Years 75%
Inventory 5 Years 50%
A/R 5 Years 75%
Livestock 5 Years 80%
Crops 1 Year 50%
*Securities 10 Years 75% (Listed)
50% (Unlisted)
*Maximum LTV on margin stocks (stocks not listed on a national exchange) when
proceeds are used to purchase or carry same, shall be 50%.
<PAGE>29
Diversification of the banks' real estate portfolio is a necessary and desirable
goal of the bank's real estate loan policy. In order to achieve and maintain a
prudent degree of diversity, given the composition of the bank's market area and
the general economic state of the market area, the bank will strive to maintain
a real estate loan portfolio diversification based upon the following:
. Agricultural loans totaling in the aggregate no more than 20% of the Bank's
total loans.
. Land acquisition and development loans totaling in the aggregate no more
than 10% of the Bank's total loans.
. Commercial construction loans totaling in the aggregate no more than 10% of
the Bank's total loans.
. Residential construction loans totaling in the aggregate no more than 10% of
the Bank's total loans.
. Residential mortgage loans totaling in the aggregate no more than 40% of the
Bank's total loans.
. Commercial loans totaling in the aggregate no more than 30% of the Bank's
total loans.
It is the policy of FCNB that no real estate loan will be made (except in
accordance with the provisions for certain loans in excess of supervisory limits
provided for hereinafter) that exceed the loan-to-value percentage limitations
("LTV limits") designated by category as follows:
Loan Category LTV Limit
Raw Land 65%
Land Development or Farmland 75%
Construction:
Commercial, multi-family, and
other non-residential 80%
1-to-4 family residential 80%
Improved Property 80%
Owner-occupied 1-to-4 family
and home equity 80%
Multi-family construction loans include loans secured by cooperatives and
condominiums. Owner-occupied 1-to-4 family and home equity loans which equal or
exceed 90% LTV at origination must have either private mortgage insurance or
other readily marketable collateral pledged in support of the credit.
On occasion, the Loan Committee may entertain and approve a request to lend sums
in excess of the LTV limits as established by policy, provided that:
. The request is fully documented to support the fact that other credit
factors justify the approval of that particular loan as an exception to
the LTV limit;
. The loan, if approved, is designated in the Bank's records and reported
as an aggregate number with all other such loans approved by the full
Board of Directors on at least a quarterly basis;
. The aggregate total of all loans so approved, including the extension
of credit then under consideration, shall not exceed 50%
of the Bank's total capital; and
<PAGE>30
. Provided further that the aggregate portion of these loans in excess of
the LTV limits that are classified as commercial, agricultural,
multi-family or non-1-to-4 family residential property shall not exceed
30% of the Bank's total capital.
Amortization Schedules: Every loan must have a documented repayment
arrangement. While reasonable flexibility is necessary to meet the credit needs
of the Bank's customers, in general all loans should be repaid within the
following time frames:
Loan Category Amortized Period
Raw Land 10 years
Construction:
Commercial, multi-family, and
other non-residential 20 years
1-to-4 family residential 20 years
Improved Property Farmland 20 years
Owner-occupied 1-to-4 family
and home equity 20 years
The average yield on loans of First Citizens National Bank for the years
indicated are as follows:
1999 - 9.10%
1998 - 9.72%
1997 - 9.70%
1996 - 9.71%
1995 - 9.69%
The aggregate amount of unused guarantees, commitments to extend credit and
standby letters of credit was $56,803,000 at December 31, 1999.
LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES
Due after
Due in one one year but Due after
year or less within five years five years
(in thousands)
Real Estate $46,854 $118,621 $58,743
Commercial, Financial
and Agricultural $29,577 $19,733 $11,136
All Other Loans $ 7,989 $31,527 $ 1,197
TOTALS $84,420 $169,881 $71,076
Loans with Maturities After One Year for which:
(in thousands)
Interest Rates are Fixed or Predetermined $223,711
Interest Rates are Floating or Adjustable $ 17,246
The degree of interest rate to which a bank is subjected can be controlled
through a well managed asset/liability management program. First Citizens
controls interest rate risk by matching assets and liabilities, (by employing
interest-sensitive funds in assets that are also interest sensitive). One tool
used to ensure market rate return is variable rate loans. Loans totaling
$101,666,000 or 31.24% of the total portfolio are subject to repricing within
one year or carry a variable rate of interest. Loan maturities in the one to
five year category increased to $169,881,000 at December 31, 1999 from
$153,923,000 at December 31, 1998 as a result of customer demand to lock in
fixed rates for a longer period of time.
<PAGE>31
NON-PERFORMING LOANS
Nonaccrual, Restructured and Past Due Loans and Foreclosed Properties
(First Citizens National Bank)
December 31
(in thousands)
1999 1998 1997 1996 1995
Nonaccrual Loans $ 500 $ 303 $ 440 $1,118 $ 836
Restructured Loans 0 0 0 0 0
Foreclosed Property
Other Real Estate, 390 177 0 50 111
Other Repossessed
Assets 0 0 0 0 0
Loans and leases 90 days
Past due and still
accruing interest 335 425 164 177 313
Total Nonperforming
Assets $1,225 $ 905 $ 604 $1,295 $1,260
Nonperforming assets
as a percent of
loans and leases
plus foreclosed
property at end
of year .37% .33% .27% .62% .66%
Allowance as a percent of:
Nonperforming
assets 303.51% 386.30% 461.76% 176.22% 175.88%
Gross Loans 1.14% 1.26% 1.22% 1.08% 1.16%
Addition to Reserve as a
percent of Net
Charge-Offs 59.30% 154.27% 364.07% 112.16% 180.20%
Loans and leases 90 days
past due as a percent of
loans and leases at year
end .10% .15% .08% .09% .17%
Recoveries as a
percent of Gross
Charge-Offs 27.92% 34.77% 41.11% 20.15% 44.66%
Total Non Performing Assets were $1,225,000 as of December 31, 1999 compared to
$905,000 at year end in 1998. Non performing Assets as a percent of loans was
.37% compared to .33% in 1998 and .27% in 1997. Allowance for Loan Losses as a
percent of Nonperforming assets and total loans were 303.51%, 386.30% and
461.76% for each year ending December 31, 1999, 1998 and 1997. Loan policy calls
for an allowance balance of at least 1% of total loans. Continued improvements
reflected in the financial ratios are indicative of well communicated loan
policies and procedures. Categorization of a loan as non-performing is not in
itself a reliable indicator of potential loan loss. The banks' policy states
that the bank shall not accrue interest or discount on (1) any asset which is
maintained
<PAGE>32
on a cash basis because of deterioration in the financial position of the
borrower, (2) any asset for which payment-in-full of interest or principal is
not expected, or (3) any asset upon which principal or interest has been in
default for a period of 90 days or more unless it is both well secured and in
the process of collection. For purposes of applying the 90 day due test for the
non-accrual of interest discussed above, the date on which an asset reaches
non-accrual status is determined by its contractual term. A debt is well secured
if it is secured (1) by collateral in the form of liens or pledges or real or
personal property, including securities that have a realizable value sufficient
to discharge the debt (including accrued interest) in full, considered to be
proceeding in due course either through legal action, including judgement
enforcement procedures, or, in appropriate circumstances, through collection
efforts not involving legal action which are reasonably expected to result in
repayment of the debt or in its restoration to a current status. Loans that
represent a potential loss to First Citizens are adequately reserved for in the
provision for loan losses.
Interest income on loans is recorded on an accrual basis. The accrual of
interest is discontinued on all loans, except consumer loans, which become 90
days past due, unless the loan is well secured and in the process of collection.
Consumer loans which become past due 90 to 120 days are charged to the allowance
for loan losses. The gross interest income that would have been recorded for the
twelve months ending December 31, 1999 if all loans reported as non-accrual had
been current in accordance with their original terms and had been outstanding
throughout the period is $46,000. Interest income on loans reported as ninety
days past due and on interest accrual status was $30,000 for 1999. Loans on
which terms have been modified to provide for a reduction of either principal or
interest as a result of deterioration in the financial position of the borrower
are considered to be "Restructured Loans". First Citizens has no Restructured
Loans for the period being reported.
Certain loans contained on the bank's Internal Problem Loan List are not
included in the listing of non-accrual, past due or restructured loans.
Management is confident that, although certain of these loans may pose credit
problems, any potential for loss has been provided for by specific allocations
to the Loan Loss Reserve Account. Loan officers are required to develop a "Plan
of Action" for each problem loan within their portfolio. Adherence to each
established plan is monitored by Loan Administration and re-evaluated at regular
intervals for effectiveness.
LOAN LOSS EXPERIENCE & RESERVE FOR LOAN LOSSES (in thousands)
1999 1998 1997 1996 1995
Average Net Loans
Outstanding $323,047 $259,416 $ 220,985 $203,663 $183,018
Balance of Reserve
for Loan Losses
at Beginning of
Period $ 3,496 $ 2,789 $ 2,282 $ 2,216 $ 2,054
Loan Charge-Offs $ (1,214) $ (952) $ (326) $ (680) $ (365)
Recovery of Loans
Previously Charged
Off $ 339 $ 331 $ 134 $ 137 $ 163
Net Loans Charged
Off $ (875) $ (621) $ (192) $ (543) $ (202)
Additions to Reserve
Charged to Expense $ 720 $ 958 $ 699 $ 609 $ 364
<PAGE>
<PAGE>33
Changes Incident
to Mergers $ 377 $ 370 $ 0 $ 0 $ 0
Balance at End of
Period $ 3,718 $ 3,496 $ 2,789 $ 2,282 $ 2,216
Ratio of Net Charge-
Offs to Average Net
Loans Outstanding .27% .13% .09% .27% .11%
The preceding table summarizes activity posted to the Loan Loss Reserve Account
for the past five years. The summary includes the average net loans outstanding;
changes in the reserve for loan losses arising from loans charged off and
recoveries on loans previously charged off; additions to the reserve which have
been charged to operating expenses; and the ratio of net loans charged off to
average loans outstanding. Changes to the Reserve Account for the quarter just
ended consisted of Loans charged off of $1,214,000 (2) Recovery of loans
previously charged off $339,000 and (3) Additions to reserves totaling $720,000.
An analysis of the allocation of the allowance for Loan Losses is made on a
fiscal quarter at the end of the month, (February, May, August, and November)
and reported to the board at its meeting immediately preceding quarter-end.
Requirements of FASB 114 & 118 have been incorporated into the policy for
Accounting by Creditor for Impairment of a loan. A loan is impaired when it is
probable that a creditor will be unable to collect all amounts due of principal
and interest according to the original contractional terms of the loan. First
Citizens adopted the following as a measure of impairment: (1) Impairment of a
loan at First Citizens shall exist when the present value of expected future
cash flows discounted at the loans effective interest rate impede full
collection of the contract; and (2) Fair Value of the collateral, if the loan is
collateral dependent, indicates unexpected collection of full contract value.
The Impairment decision will be reported to the Board of Directors and other
appropriate regulatory agencies as specified in FASB 114 and 118. The bank will
continue to follow regulatory guidelines for income recognition for purposes of
generally accepted accounting principles, as well as regulatory accounting
principles.
An annual review of the loan portfolio to identify the risks will cover a
minimum of 70% of the gross portfolio less installment loans. In addition, any
single note or series of notes directly or indirectly related to one borrower
which equals 25% of the bank's legal lending limit will be included in the
review automatically.
For analysis purposes, the loan portfolio is separated into four
classifications:
1. Pass - Loans that have been reviewed and graded high quality or no
major deficiencies.
2. Watch - Loans which, because of unusual circumstances, need to be
supervised with slightly more attention than is common.
3. Problem - Loans which require additional collection efforts to
liquidate both principal and interest.
4. Specific Allocation - Loans, in total or in part, in which a future
loss is possible.
<PAGE>33
Examples of factors taken into consideration during the review are: Industry or
geographic economic problems, sale of business, change of or disagreement among
management, unusual growth or expansion of the business, past due status of
either principal or interest for 90 days, placed on non-accrual or renegotiated
status, declining financial condition, adverse change in personal life, frequent
overdrafts, lack of cooperation by borrower, decline in marketability or market
value of collateral, insufficient cash flow, and inadequate collateral values.
Identification of impaired loans from non-performing assets as well as bankrupt
and doubtful loans is paramount to the reserve analysis. Special allocations
shall support loans found to be collateral or interest cash flow deficient. In
addition an allowance shall be determined for pools of loans including all other
criticized assets as well as small homogeneous loans managed by delinquency. In
no circumstance shall the reserve fall below 1% of total loans less government
guarantees. The following is a sample of information analyzed quarterly to
determine the allowance for loan losses.
LOAN LOSS ALLOWANCE ANALYSIS
AVERAGE PERCENT CURRENT RESERVE
LOSS 1 YR. BALANCE 1 YR. BALANCE REQUIRED
I. CREDIT $ GROSS $ % $ $
CARDS
II. INSTALL. $ NET $ % $ $
LOANS
III. IMPAIRED WITH ALLOCATIONS $ $
IMPAIRED WITHOUT ALLOCATIONS $ $
ALLOWANCE
IV. DOUBTFUL 50.00% $ $
SUBSTANDARD 10.00%
ACCOUNTS RECEIVABLE FACTORING 1.00%
WATCH 5.00%
OTHER LOANS NOT LISTED PREVIOUSLY .75%
LESS SBA/FMHA GUARANTEED PORTIONS
TOTAL LOANS $
V. LETTERS OF CREDIT .75% $ $
VI. OTHER REAL ESTATE OWNED $
RESERVE REQUIRED $
RESERVE BALANCE $
EXCESS (DEFICIT) $
RESERVE AS % OF TOTAL LOANS %
PEER GROUP %
LOSS EXPERIENCE III & IV
(AVERAGE LAST 3 YEARS) % OR $
<PAGE>34
Accounting for adjustments to the value of Other Real Estate when recorded
subsequent to foreclosure is accomplished on the basis of an independent
appraisal. The asset is recorded at the lesser of its appraised value or the
loan balance. Any reduction in value is charged to the allowance for possible
loan losses. All other real estate parcels are appraised annually and the
carrying value is adjusted to reflect the decline, if any, in its realizable
value. Such adjustments are charged directly to expense.
Management estimates the approximate amount of charge-offs for the 12 month
period ending December 31, 2000 to be as follows:
Domestic Amount
Commercial, Financial & Agricultural $300,000
Real Estate-Construction 0
Real Estate-Mortgage 100,000
Installment Loans to individuals & credit cards 200,000
Lease financing 0
01/01/00 through 12/31/00 Total $600,000
The following table will identify charge-offs by category for the periods ending
December 31 as indicated:
Year Ending December 31
(in thousands)
1999 1998 1997 1996
Charge-offs:
Domestic:
Commercial, Financial &
Agricultural $ 236 $ 228 $ 23 $ 432
Real Estate-Construction 0 0 0 0
Real Estate-Mortgage 142 158 0 20
Installment Loans to
individuals & credit cards 836 566 303 228
Lease financing 0 0 0 0
Total $1,214 $ 952 $ 326 $ 680
Recoveries:
Domestic:
Commercial, Financial &
Agricultural $ 89 $ 165 $ 43 $ 32
Real Estate-Construction 0 0 0 0
Real Estate-Mortgage 6 9 2 3
Installment Loans to
individuals & credit cards 244 157 89 102
Lease financing 0 0 0 0
Total $ 339 $ 331 $ 134 $ 137
Net Charge-offs $ (875) $(621) $(192) $(543)
<PAGE>35
COMPOSITION OF INVESTMENT SECURITIES
December 31
(in thousands)
1999 1998 1997 1996 1995
U. S. Treasury &
Government Agencies $83,372 $ 89,410 $62,976 $66,194 $63,462
State & Political
Subdivisions $12,515 $ 17,113 $11,799 $11,729 $11,776
All Others $ 3,250 $ 3,207 $ 2,740 $ 3,649 $ 3,964
TOTALS $99,137 $109,730 $77,515 $81,572 $79,202
MATURITY AND YIELD ON SECURITIES - DECEMBER 31, 1999
(in thousands)
Maturing Maturing
Maturing After One After Five Maturing
Within One Year Within Years Within After Ten
Year Five Years Ten Years Years
Amount Yield Amount Yield Amount Yield Amount Yield
U. S. Treasury
and Government
Agencies $ 1,251 6.36% $36,373 6.40% $33,184 6.80% $12,564 7.40%
State and
Political $ 1,605 6.30% $ 3,764 6.41% $ 3,933 6.57% $ 3,213 7.04%
Subdivisions*
All Others $ 0 0% $ 0 0% $ 3,250 6.40% $ 0 0%
------- ----- ------- ----- ------- ----- ------- -----
TOTALS $ 2,856 6.33% $40,137 6.40% $40,367 6.74% $15,777 7.32%
*Yields on tax free investments are stated herein on a taxable equivalent basis.
HELD TO MATURITY & AVAILABLE FOR SALE SECURITIES - DECEMBER 31, 1999
Held to Maturity Available for Sale
(in thousands)
Amortized Fair Amortized Fair
Cost Value Cost Value
U.S. Treasury Securities 0 0 2,029 1,969
U.S. Government Agency and
corporation obligations 17,063 16,588 67,376 64,340
Securities issued by states & political
subdivisions in the U.S.:
Taxable Securities 0 0 0 0
Tax-exempt Securities 3,282 3,265 9,557 9,233
U. S. Securities:
Debt Securities 0 0 0 0
Equity Securities
(Including Federal Reserve Stock) 3,223 3,250
Foreign Securities:
Debt Securities 0 0 0 0
Equity Securities 0 0
Total (sum of column A items 1 through
5.a must equal Schedule HC, item 2.a and
sum of column D, items 1 through
5.b must equal Schedule HC, item 2.b) 20,345 19,853 82,185 78,792
<PAGE>36
(1) Includes equity securities without readily determinable fair values at
historical cost.
(2) Includes Small Business Administration "Guaranteed Loan Pool
Certificates," U.S. Maritime Administration obligations, and
Export-Import Bank participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and
REMICs) issued by the Farm Credit System, the Federal Home Loan Bank
System, the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, the Financing Corporation, Resolution Funding
Corporation, the Student Loan Marketing Association, and the Tennessee
Valley Authority.
A major goal of the bank's investment portfolio management is to maximize
returns from investments while controlling the basic elements of risk. The
second goal is to provide liquidity and meet financial needs of the community.
Investment Securities also serve as collateral for government and public funds
deposits. Investment activity for 1999 was greatly influenced by strong loan
demand. The investment portfolio, which currently totals $99,137,000, is
comprised of U. S. Treasury and U. S. Agency Obligations of $83,372,000,
Municipal Obligations of $12,515,000, and all other investments totaling
$3,250,000. Fixed rate holdings comprise 90% of the portfolio, while adjustable
rate holding comprise the remaining 10%.
The fixed rate holdings currently have an expected average life of 5.9 years. It
is estimated that this average life would extend to 6.5 years should rates go up
by 100 basis points and 6.7 years if rates increase 200 basis points. This is a
result of some extension occurring in the callable bonds and mortgage-backed
holdings as rates rise. Should rates decline 100 basis points, the average life
would decrease to 3.4 years.
In terms of price sensitivity, we estimate that if rates go up 100 basis points
the market value of the portfolio would fall by 3.7%, while rates up 200 basis
points would impact the market value by a negative 8.3%. This is equal to the
price sensitivity of the four to five year Treasury bond, which is consistent
with the current average life profile of the portfolio. If rates go down 100
basis points, we estimate that the market value would increase by 5.4%.
The adjustable rate holdings reprice on an annual or more frequent basis and
currently have an average life of 5.4 years. Due to the structure of these
holdings, we would expect very little extension to occur in average life should
interest rates rise, but could see some shortening should rates fall. We
estimate that the adjustable rate holdings have the price sensitivity of a
3-year Treasury, although this is more difficult to project on adjustable rate
holdings than on fixed rate holdings.
FASB 115 required banks to maintain separate investment portfolios for
Held-to-Maturity, Available for Sale, and Trading Account Investments. As of
December 31, 1999 approximately 75 percent of the bank's total portfolio was
placed in the Held For Sale Account while the remaining 25 percent is contained
in the Held to Maturity Account. FASB 115 also requires banks to mark to market
the Available for Sale and Trading Account investments at the end of each
calendar quarter. Held-to-Maturity account investments are stated at amortized
cost on the balance sheet. Mark to market resulted in a negative capital entry
of $2,036,000 as reflected on the December 31, 1999 balance sheet. Mark to
market impact to capital on December 31, 1998 was a positive $455,000. All
purchase and sale transactions in 1999 were made in accordance with
specifications set forth in FASB 115. The trading account at December 31, 1999
maintained a zero balance. First Citizens has not engaged in Derivative
activities as defined by paragraphs 5 thru 7 of FASB 119.
<PAGE>37
Maturities in the portfolio are made up of 2.9% within one year, and 40.5%
maturing after one year and within five years. Maturities on future investment
purchases will be structured to meet loan demand as well as projected changes
in interest rates.
Gains/Losses reflected in year-end income statements attributable to trading
account securities:
Year Ended
12/31 Gains Losses Net
1999 $ 0.00 $ 0.00 $ 0.00
1998 $ 0.00 $ 0.00 $ 0.00
1997 $ 0.00 $ 0.00 $ 0.00
1996 $ 0.00 $ 0.00 $ 0.00
The following table allocates by category unrealized Gains/Losses within the
total portfolio as of December 31, 1999 (in thousands):
Unrealized Net
Gains Losses Gains/Losses
U.S. Treasury Securities
and Obligatioins of U.S.
Government Agencies
and Corporations $ 83 $3,640 $(3,557)
Obligations of States
and Political
Subdivisions $ 11 $ 437 $ (426)
Federal Reserve and
Corporate Stock $ 27 $ 0 $ 27
TOTALS $ 121 $4,077 $(3,956)
LIQUIDITY AND INTEREST RATE SENSITIVITY
Liquidity is the ability to meet the needs of our customer base for loans and
deposit withdrawals by maintaining assets which are convertible to cash
equivalents with minimal exposure to interest rate risk. Slower deposit growth
in recent years has forced banks to seek alternative funding sources in order to
meet loan demand. First Citizens has resolved this issue by becoming a member of
the Federal Home Loan Bank and establishing a credit line sufficient to meet all
liquidity needs.
Lines of Credit made available through Federal Home Loan Bank totaling
$74,000,000 provide a fixed level of funds at a predetermined rate. Other lines
of credit established with Correspondent banks total $26,000,000. Correspondent
Bank lines provide additional liquidity required for daily settlement of the
banks books. It is anticipated that these sources of funds will continue to be
utilized as a tool in managing liquidity.
As a result, the company has experienced no problem with liquidity during any of
the years under review and anticipates that all liquidity requirements will be
effectively met in the future. Adherence to a strict Asset/Liability Management
Policy will ensure our ability to effectively manage future interest rate risk.
<PAGE>38
Liquidity ratio, which was 8.80% at December 31, 1999 indicates the degree
short-term and marketable assets are available to fund short term liabilities
and deposit outflows. The liquidity ratio is calculated by comparing net liquid
assets to net liabilities. The stability of our deposit base, approved lines of
credit, sound asset/liability management, quality assets and a strong capital
base assure adequate liquidity. A major swing in the bond market has caused
basically all of our callable investments to become long term holdings and our
FHLB borrowings to become short term. Other sources available to meet liquidity
needs are loans and investments totaling over $87 million maturing within one
year and approximately $79 million of the bank's investments placed in the
held-for-sale-account. Loan to deposit ratio at December 31, 1999 was 88.69%
compared to 92.21% at December 31, 1998. The dependency ratio was 21.73% at year
end, reflecting volatile liabilities relied upon to fund longer term assets.
There are no known trends or uncertainties that are likely to have a material
affect on First Citizens liquidity or capital resources. There currently exists
no recommendations by regulatory authorities which if implemented, would have
such an affect. There are no matters of which management is aware that have not
been disclosed.
Interest rate sensitivity varies with different types of interest-earning assets
and interest-bearing liabilities. Overnight federal funds, on which rates change
daily, and loans which are tied to the prime rate are much more sensitive than
long-term investment securities and fixed rate loans. The shorter term interest
sensitive assets and liabilities are the key to measurement of the interest
sensitivity gap. Minimizing this gap is a continual challenge and a primary
objective of the asset/liability management program.
The following condensed gap report provides an analysis of interest rate
sensitivity of earning assets and costing liabilities. First Citizens
Asset/Liability Management Policy provides that the net interest income exposure
to Tier I Capital shall not exceed 2.00%. Interest rate risk is separated and
analyzed according to the following categories of risk: (1) repricing (2) yield
curve (3) option risk (4) price risk and (5) basis risk. Trading assets are
utilized infrequently and are addressed in the investment policy. Any
unfavorable trends reflected in interest rate margins will cause an immediate
adjustment to the bank's gap position or asset/liability management strategies.
The following data schedule reflects a summary of First Citizens' interest rate
risk using simulations. The projected 12 month exposure is based on 5 different
rate movements (flat, rising, or declining). Three different rate scenarios were
used for rising rates since First Citizens is liability sensitive.
<PAGE>39
CONDENSED GAP REPORT
------------------------------------
CURRENT BALANCES
-----------------------------------
12/31/99
(in thousands)
DAILY 0-1 1-2 2-3
TOTAL FLOATING MONTH MONTHS MONTHS
- -------------------------------------------------------------------------------
CASH AND DUE FROM
CASH AND DUE FROM 17,410 0 0 0 0
TOTAL CASH & DUE FROM 17,410 0 0 0 0
INVESTMENTS
US TREASURIES 1,969 0 0 0 0
US AGENCIES 81,403 0 540 500 0
MUNICIPALS 12,515 0 120 0 545
EQUITIES 3,250 0 0 0 0
TOTAL INVESTMENTS 99,137 0 660 500 545
LOANS
COMMERCIAL FIXED 48,573 0 6,853 2,192 2,294
COMMERCIAL VARIABLE 10,410 0 9,190 41 39
REAL ESTATE-VARIABLE 18,660 0 14,565 189 357
REAL ESTATE FIXED 195,574 0 11,228 2,796 5,936
HOME EQUITY LOANS 8,911 0 7,080 199 44
SEC MORTGAGE 1,073 0 1,073 0 0
INSTALLMENT LOANS 39,058 0 1,524 568 724
FLOOR PLAN 146 0 0 0 0
CREDIT CARDS 2,452 0 0 0 0
FACTORING REC 58 0 0 0 0
OVERDRAFTS 462 0 0 0 0
TOTAL LOANS 325,377 0 51,513 5,985 9,394
LOAN LOSS RESERVE 3,718 0 0 0 0
NET LOANS 321,659 0 51,513 5,985 9,394
FED FUNDS SOLD
TOTAL EARNING ASSETS 420,796 0 52,173 6,485 9,939
OTHER ASSETS
BUILDING, F&F & LAND 13,417 0 0 0 0
OTHER REAL ESTATE 390 0 0 0 0
OTHER ASSETS 20,657 0 0 0 0
TOTAL OTHER ASSETS 34,464 0 0 0 0
TOTAL ASSETS 472,670 0 52,173 6,485 9,939
DEMAND DEPOSITS 0 0 0 0 0
TOTAL DEMAND 42,513 0 0 0 0
<PAGE>40
CONDENSED GAP REPORT
------------------------------------
CURRENT BALANCES
-----------------------------------
12/31/99
(in thousands)
3-6 6-12 1-2 2+
MONTHS MONTHS YEARS YEARS
- -------------------------------------------------------------------------------
CASH AND DUE FROM
CASH AND DUE FROM 0 0 0 17,410
TOTAL CASH & DUE FROM 0 0 0 17,410
INVESTMENTS
US TREASURIES 0 0 1,503 466
US AGENCIES 50 161 1,000 79,152
MUNICIPALS 240 700 1,766 9,144
EQUITIES 0 0 0 3,250
TOTAL INVESTMENTS 290 861 4,269 92,012
LOANS
COMMERCIAL FIXED 6,401 5,893 3,125 21,815
COMMERCIAL VARIABLE 98 493 57 492
REAL ESTATE-VARIABLE 1,049 324 807 1,369
REAL ESTATE FIXED 7,329 12,683 17,293 138,309
HOME EQUITY LOANS 466 1,122 0 0
SEC MORTGAGE 0 0 0 0
INSTALLMENT LOANS 1,823 3,350 7,751 23,318
FLOOR PLAN 0 0 0 146
CREDIT CARDS 0 0 0 2,452
FACTORING REC 0 0 0 58
OVERDRAFTS 0 0 0 462
TOTAL LOANS 17,166 23,865 29,033 188,421
LOAN LOSS RESERVE 0 0 0 3,718
NET LOANS 17,166 23,865 29,033 184,703
FED FUNDS SOLD
TOTAL EARNING ASSETS 17,456 24,726 33,302 276,715
OTHER ASSETS
BUILDING, F&F & LAND 0 0 0 13,417
OTHER REAL ESTATE 0 0 0 390
OTHER ASSETS 0 0 0 20,657
TOTAL OTHER ASSETS 0 0 0 34,464
TOTAL ASSETS 17,456 24,726 33,302 328,589
DEMAND DEPOSITS 0 0 0 0
TOTAL DEMAND 0 0 0 42,513
<PAGE>41
CONDENSED GAP REPORT
------------------------------------
CURRENT BALANCES
-----------------------------------
12/31/99
(in thousands)
DAILY 0-1 1-2 2-3
TOTAL FLOATING MONTH MONTHS MONTHS
- -------------------------------------------------------------------------------
SAVINGS ACCOUNTS
REGULAR SAVINGS 24,336 0 0 0 0
NOW ACCOUNT 28,365 0 0 0 0
SPECIAL NOW 12,000 12,000 0 0 0
BUSINESS CHECKING 308 0 0 0 0
IMF-MMDA 8,398 0 0 0 0
FIRST RATE ACCOUNT 29,194 0 0 0 0
DOGWOOD CLUB 11,870 0 0 0 0
TOTAL SAVINGS 114,471 12,000 0 0 0
TIME DEPOSITS
CD 1-2 MONTHS 27,284 0 8,811 13,470 5,000
CD 3 MONTHS 820 0 251 345 222
CD 4-5 MONTHS 10,878 0 8,623 20 146
CD 6 MONTHS 30,764 0 5,615 3,174 7,641
CD 7-11 MONTHS 11,985 0 78 2,681 2,058
CD 12 MONTHS 33,095 0 2,403 2,793 2,294
CD 13-17 MONTHS 29,053 0 1,392 2,285 2,025
CD 18-23 MONTHS 446 0 54 30 2
CD 24 MONTHS 6,017 0 389 148 148
CD 25-30 MONTHS 1,124 0 4 10 52
CD 31-59 MONTHS 9,064 0 253 192 26
CD 31-59 MONTHS VAR. 12 0 0 12 0
CD 60 MONTHS 3,723 0 2 71 152
CD 60 MONTH VAR. 500 0 40 0 0
CD SWEET 16 14,339 0 793 972 1,349
CD 7 MONTH 856 0 185 31 0
TROY CD'S 6,008 0 3,691 1,482 163
IRA FLOATING 103 0 103 0 0
IRA FIXED 23,644 0 1,564 2,262 2,249
CHRISTMAS CLUB 120 0 0 0 0
TOTAL TIME 209,835 0 34,251 29,978 23,527
TOTAL DEPOSITS 366,819 12,000 34,251 29,978 23,527
TT&L 1,000 0 0 0 0
SECURITIES SOLD-SWEEP 14,685 0 14,685 0 0
SECURITIES SOLD-FIXED 7,705 0 2,559 0 1,848
FHLB-SHORT TERM 22,700 7,700 0 0 0
FHLB-LONG TERM 11,264 0 0 5,000 0
NOTES PAYABLE ESOP 1,117 0 0 0 0
------- ------ ------ ------ -------
TOTAL SHORT TERM
BORR. 58,471 7,700 17,244 5,000 1,848
OTHER LIABILITIES 3,700 0 0 0 0
TOTAL OTHER LIAB. 3,700 0 0 0 0
TOTAL LIABILITIES 428,990 19,700 51,495 342,978 25,375
CAPITAL
STOCK, SURPLUS, P.I.C 18,739 0 0 0 0
UNREALIZED GAIN
(LOSSES) -2,240 0 0 0 0
UNDIVIDED PROFITS 27,181 0 0 0 0
TOTAL CAPITAL 43,680 0 0 0 0
TOTAL LIAB'S & CAPITAL 472,670 19,700 51,495 34,978 25,375
GAP (SPREAD) 0 -19,700 678 -28,493 -15,436
GAP % TOTAL ASSETS 0 -4.17 .14 -6.03 -3.27
CUMULATIVE GAP 0 -19,700 -19,022 -47,515 -62,951
CUM GAP % TOTAL ASSETS 0 -4.17 -4.02 -10.05 -13.32
SENSITIVITY RATIO 0 0 0.74 0.56 0.52
<PAGE>42
CONDENSED GAP REPORT
------------------------------------
CURRENT BALANCES
-----------------------------------
12/31/99
(in thousands)
3-6 6-12 1-2 2+
MONTHS MONTHS YEARS YEARS
- --------------------------------------------------------------------------
SAVINGS ACCOUNTS
REGULAR SAVINGS 0 0 0 24,336
NOW ACCOUNT 0 0 0 28,365
SPECIAL NOW 0 0 0 0
BUSINESS CHECKING 0 0 0 308
IMF-MMDA 0 0 0 8,398
FIRST RATE ACCOUNT 0 0 0 29,194
DOGWOOD CLUB 0 0 0 11,870
TOTAL SAVINGS 0 0 0 102,471
TIME DEPOSITS
CD 1-2 MONTHS 3 0 0 0
CD 3 MONTHS 2 0 0 0
CD 4-5 MONTHS 2,089 0 0 0
CD 6 MONTHS 14,147 187 0 0
CD 7-11 MONTHS 6,800 368 0 0
CD 12 MONTHS 8,194 17,307 104 0
CD 13-17 MONTHS 5,072 15,516 2,763 0
CD 18-23 MONTHS 32 302 26 0
CD 24 MONTHS 1,301 985 3,027 19
CD 25-30 MONTHS 150 401 497 10
CD 31-59 MONTHS 2,815 4,394 997 387
CD 31-59 MONTHS VAR. 0 0 0 0
CD 60 MONTHS 294 290 123 2,791
CD 60 MONTH VAR. 20 35 120 285
CD SWEET 16 2,898 5,177 3,150 0
CD 7 MONTH 396 244 0 0
TROY CD'S 115 306 239 12
IRA FLOATING 0 0 0 0
IRA FIXED 5,262 6,096 2,860 3,351
CHRISTMAS CLUB 0 120 0 0
TOTAL TIME 49,590 51,728 13,906 6,855
TOTAL DEPOSITS 49,590 51,728 13,906 151,839
TT&L 0 0 0 1,000
SECURITIES SOLD-SWEEP 0 0 0 0
SECURITIES SOLD-FIXED 2,567 331 400 0
FHLB-SHORT TERM 5,000 5,000 0 0
FHLB-LONG TERM 0 1,000 4,000 6,264
NOTES PAYABLE ESOP 0 0 0 1,117
TOTAL SHORT TERM BORR. 7,567 6,331 4,440 8,381
OTHER LIABILITIES 0 0 0 3,700
TOTAL OTHER LIAB. 0 0 0 3,700
TOTAL LIABILITIES 57,157 58,059 18,306 163,920
CAPITAL
STOCK, SURPLUS, P.I.C 0 0 0 18,739
UNREALIZED GAIN
(LOSSES) 0 0 0 -2,240
UNDIVIDED PROFITS 0 0 0 27,181
TOTAL CAPITAL 0 0 0 43,680
TOTAL LIAB'S &
CAPITAL 57,157 58,059 18,306 207,600
GAP (SPREAD) -39,701 -33,333 14,996 120,989
GAP % TOTAL ASSETS -8.40 -7.05 3.17 -25.60
CUMULATIVE GAP -102,652 -135,985 -120,989 0
CUM GAP % TOTAL ASSETS -21.72 -28.77 -25.60 0
SENSITIVITY RATIO 0.45 0.44 0.52 1.00
<PAGE>
<PAGE>43
NOTES TO THE GAP REPORT
1. The gap report reflects the interest sensitivity positions during a
flat rate environment. Time frames could change if rates rise or fall.
2. Repricing over-rides maturities in various time frames.
3. Demand deposits, considered to be core, are placed in the last time
frame due to lack of interest sensitivity.
4. Savings accounts, also considered core, are placed into the +2 year time
frame. In a flat rate environment, saving accounts tend not to reprice
or liquidate and become price sensitive only after a major increase in
the 6 month CD rate. These accounts are placed in this category instead
of the variable position due to history and characteristics.
5. Simulations will be utilized to reflect the impact of multiple rate
scenarios on net interest income. Decisions should be made that
increase net interest income, while always considering the impact on
interest rate risk. Overall, the bank will manage the gap between rate
sensitive assets and rate sensitive liabilities to expand and contract
with the rate cycle phase. First Citizens will attempt to minimize
interest rate risk by increasing the volume of variable rate loans
within the portfolio. The bank will attempt to limit the net interest
income exposure to a maximum of 2.00% of tier I capital. The
bank's Asset/Liability Committee will attempt to improve net interest
income through volume increases and better pricing techniques.
Long term fixed rate positions will be held to a minimum by increasing
variable rate loans. The over 5 year fixed rate loans should be held
to less than 25% of assets, unless they are funded with Federal Home
Loan Bank matched funds. We will and are borrowing funds from the
FHLB that have maturities ranging from 1 to 10 years. This will reduce
our interest rate risk. These maximum limits are the high points and
the ALCO will strive to keep the amount below this point. The December
31, 1999 dynamic gap reports reflects an exposure less than our risk
limits. (Examples: historical margins graphed and multiple scenarios
reflecting income exposure and as a percent of tier I capital.
Subsidiaries as well as the Parent Company will adhere to providing
above average margins and reviewing the various material risks. New
products and services will be reviewed for risk by the Product
Development Committee.
6. Bancshares could benefit from a flat or declining rate environment. If
interest rates rise rapidly, net interest income could be adversely
impacted. First Citizens Liquidity could be negatively impacted should
interest rates drop prompting an increase in loan demand. Adequate
lines of credit are available to handle liquidity needs should this
occur.
RETURN ON EQUITY AND ASSETS
FIRST CITIZENS BANCSHARES, INC.
1999 1998 1997 1996 1995
Percentage of Net Income to:
Average Total Assets 1.22% 1.02% 1.26% 1.16% .95%
Average Shareholders Equity 13.27 11.22% 14.15% 13.39% 10.99%
Percentage of Dividends Declared
Per Common Share to Net Income
Per Common Share 58.35% 57.51% 35.78% 32.28% 35.56%
Percentage of Average Shareholders'
Equity to Average Total Assets 9.24% 9.85% 9.71% 9.34% 9.32%
<PAGE>44
Return on assets is a measurement of the firms profitability in terms of asset
utilization. Total assets at December 31, 1999 was $472,670,000 up 30% when
compared to totals previous to the acquisition of First Volunteer Bank. The
balance sheet, however, was restated as required by the Financial Accounting
Standards Board to reflect a more accurate comparison of prior year(s) financial
information. The restated balance sheet reflected asset growth of less than one
percent. Return on assets at year end 1999 was 1.22% compared to 1.02% at year
end 1998. The return on assets calculation for 1998 is reflective of acquisition
and non-recurring organization cost in excess of $1.3 million associated with
the Bank of Troy. Performance ratios at the bank level were less impacted as a
result of acquisition cost dealt with at the Holding Company level. Adjustments
were recognized to strengthen future income potential and justify the capital
investment in Bank of Troy and First Volunteer. Efforts continue to focus on
positioning the company for future growth and profitability through improvements
in technology, solid growth in the deposit base and efficient utilization of the
branch distribution system. Accelerated asset growth coupled with rising
interest rates paid on deposits had a significant impact on earnings in 1995.
Management made a decision the second half of 1995 to reduce cost of funds and
improve net interest margins. Results of operations for 1997 and 1996 reflect
improvement over previous years as a result of the decision.
The primary source of earnings for Bancshares continues to be net interest
income. A comparison generated from this source reflects increases of 11.03% and
11.02% for 1999 and 1998 respectively. Earnings for the prior two years were a
result of increased loan volume. Yields on interest earning assets, i.e. loans
and investments, decreased from 9.08% in 1997 to 8.48% in 1999, while the cost
on interest bearing liabilities decreased from 4.80% to 4.36%. Reduced funding
cost is attributable to utilization of Federal Home Loan Bank as an alternative
source of funds. As a result, we are better able to manage the cost of funds and
restore net interest margins to a more acceptable level.
The return on average assets of First Citizens National Bank was 1.22%, 1.02%
and 1.26% respectively for 1999, 1998 and 1997. Return on average equity was
also impacted as a result of the Bank of Troy and First Volunteer acquisitions.
Return on average equity reported by the Bank was 13.27%, 11.22%, and 14.15% for
the years ending December 31, 1999, 1998 and 1997.
The company's strategic plan addresses objectives to sustain improved earnings,
maintain a quality loan and investment portfolio, seek fee income opportunities
and to maintain market share by providing quality customer service. The Bank's
management and employees are rewarded with incentive compensation based on the
level of ROA achieved at year end. The incentive program is in place that
challenges the staff by offering incrementally increased incentives based on a
return on assets up to 2%.
Total Capital (excluding Reserve for Loan Losses) as a percentage of total
assets is presented in the following table for years indicated:
CAPITAL RESOURCES/TOTAL ASSETS - YEAR-END TOTALS
FIRST CITIZENS BANCSHARES, INC.
1999 1998 1997 1996 1995
9.24% 9.12% 9.74% 9.26% 9.10%
<PAGE>45
Quarterly dividends of $.1875 per share paid to shareholders in 1999 were
enhanced by a special dividend of $.15 per share declared during fourth quarter.
This process utilized in the past five years serves to raise payout ratios to
levels targeted by the bank's capital plan. In 1998, a 4 for 1 stock split
distributed the number of shares outstanding to 3,194,544. This action follows a
2.5 for 1 stock split October 15, 1993 and a 10% stock dividend December, 1992.
Dividend payouts per share adjusted for the 1998 split were .75 cents in 1998,
.50 cents in 1997 and .40 cents in 1996.
In 1999, per share price of banks stocks came under tremendous pressure. Because
Bancshares stock is not publicly traded, it has initially escaped the level of
volatility that impacted stock prices of even the best performing banks.
Uncertainty of the future direction of interest rates, a decrease in merger and
acquisition activity and a leveling off of earnings have combined to dampen the
enthusiasm of investors and create an unstable stock market. Bancshares stock
traded at $30.00 per share through December 31, 1999. However, first quarter
2000, the common stock traded at a per share price of $24.00 reflecting the
trend in bank stocks industry wide. Book value fell from $12.12 at year-end 1998
to $11.81 as of December 31, 1999, as a direct result of FASB 115. FASB 115,
Mark to Market is discussed within the Investment section of the report.
A stock repurchase program, in effect since 1994, allows First Citizens
Bancshares to acquire shares through the Optional Stock Repurchase Program.
Under terms of the program, the Company may repurchase up to $200,000 of
Bancshares' stock in any calendar quarter on a first come, first served basis.
However, a limitation of 27,000 shares per quarter is in effect for each quarter
of 2000. The limitation is a result of FASB Accounting rules for
pooling-of-interest that states Bancshares is limited to the purchase of
Bancshares stock equal to 10% of the original issued quantity of shares
(445,251) for the purchase of First Volunteer Bank.
In 1998, the Employee Stock Ownership Plan entered into a loan agreement with
SunTrust Bank in the amount of $2,000,000 to fund the purchase of unissued
stock. The stock will be utilized to satisfy future allocations to plan
participants in accordance with the plan document approved by the Board of
Directors. The balance remaining on the ESOP loan is $1,117,265 at December 31,
1999.
The purchase of Bank of Troy in 1998 was funded in part by existing capital
totaling $5.5 million.
Risk-based capital focuses primarily on broad categories of credit risk and
incorporates elements of transfer, interest rate and market risks. The
calculation of risk-based capital ratio is accomplished by dividing qualifying
capital by weighted risk assets. The minimum risk-based capital ratio is 8.00%.
At least one-half or 4.00% must consist of core capital (Tier 1), and the
remaining 4.00% may be in the form of core (Tier 1) or supplemental capital
(Tier 2). Tier 1 capital/core capital consists of common stockholders equity,
qualified perpetual preferred stock and minority interests in consolidated
subsidiaries. Tier 2 capital/supplementary capital consists of the allowance for
loan and lease losses, perpetual preferred stock, term subordinated debt, and
other debt and stock instruments.
Bancshares has historically maintained capital in excess of minimum levels
established by the Federal Reserve. The risk-based capital ratio for Bancshares
as of December 31, 1999 and December 31, 1998 was 13.93% and 13.59%
respectively, significantly above the 8.0 percent level required by regulation.
With the exception of the Reserve for Loan and Lease Losses, all capital is Tier
1 level. Growth in capital will be maintained through retained earnings. There
is no reason to assume that income levels will not be sufficient to maintain an
adequate capital ratio. Ten percent is used as a benchmark for a well defined
capitalized bank.
<PAGE>46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA
CARMICHAEL, DUNN, CRESWELL & SPARKS PLLC
INDEPENDENT AUDITORS' REPORT
Board of Directors
First Citizens Bancshares, Inc.
Dyersburg, Tennessee 38024
We have audited the accompanying consolidated balance sheets of First Citizens
Bancshares, Inc., and Subsidiary as of December 31, 1999 and 1998, and the
related consolidated statements of income, stockholders' equity, and cash flows
for each of the three years ended December 31, 1999. These financial statements
are the responsibility of the Corporation's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of First Citizens Bancshares,
Inc., and Subsidiary as of December 31, 1999 and 1998, and their results of
operations and cash flows for the three years ended December 31, 1999, in
conformity with generally accepted accounting principles.
Dyersburg, Tennessee
January 16, 2000
<PAGE>47
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 1999 and 1998
1999 1998
ASSETS (in thousands)
Cash and due from banks $ 17,410 $ 17,020
Federal funds sold 12,700
Investment securities
Securities held-to-maturity (fair value of
$19,768 at December 31, 1999 and $25,798 at
December 31, 1998) 20,345 25,710
Securities available-for-sale, at fair value 78,792 84,019
Loans - (net of unearned income of
$2,131 in 1999 and $2,342 in 1998) 325,377 307,331
Less: Allowance for loan losses 3,718 3,872
-------- --------
Net Loans 321,659 303,459
Premises and equipment, net 13,417 11,228
Accrued interest receivable 5,353 5,195
Other assets 10,471 9,374
-------- --------
TOTAL ASSETS $472,670 $472,153
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Demand 42,513 40,889
Time 209,835 198,950
Savings 114,471 120,860
------- -------
Total Deposits 366,819 360,699
Securities sold under agreement to repurchase 22,390 21,282
Long-term debt 11,264 25,486
Federal funds purchased and short-term borrowings 23,700 16,825
Note payable of Employee Stock Ownership Plan 1,117 1,408
Other liabilities 3,700 3,371
------- -------
Total Liabilities 428,990 429,071
======= =======
Stockholders' Equity
Common stock, no par value
shares authorized - 10,000,000;
issued - 3,705,165 in 1999;
3,244,899 in 1998 3,705 3,690
Surplus 15,034 14,591
Retained earnings 28,298 25,883
Accumulated other comprehensive income (2,036) 455
Less treasury stock, at cost 6,807 shares in 1999
and 4,584 shares in 1998 (204) (129)
Obligation of Employee Stock Ownership Plan (1,117) (1,408)
--------- -------
Total Stockholders' Equity 43,680 43,082
--------- ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $472,670 $472,153
======== ========
See accompanying notes to consolidated financial statements.
<PAGE>48
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 1999, 1998, 1997
1999 1998 *1997
---- ---- ----
Interest Income (in thousands except per share data)
Interest and fees on loans $29,382 $28,502 $24,907
Interest and dividends on
investment securities:
Taxable 5,582 5,149 4,728
Tax-exempt 610 651 542
Dividends 321 256 229
Other interest income 190 694 292
------- ------- -------
Total Interest Income 36,085 35,252 30,698
------- ------- -------
Interest Expense
Interest on deposits 13,586 14,791 12,809
Interest on long-term debt 672 1,486 788
Other interest expense 2,522 1,011 1,080
------- ------- -------
Total Interest Expense 16,780 17,288 14,677
------- ------- -------
Net Interest Income 19,305 17,964 16,021
Provision for loan losses 720 1,226 945
------- ------- -------
Net interest income after provision
for loan losses 18,585 16,738 15,076
------- ------- -------
Other Income
Income from fiduciary activities 921 827 756
Service charges on deposit accounts 2,408 2,077 1,917
Other service charges, commissions,
and fees 1,657 1,113 835
Securities gains net 93 61 94
Other income 592 511 439
-------- ------- -----
Total Other Income 5,671 4,589 4,041
-------- ------- -----
Other Expenses
Salaries and employee benefits 8,672 8,288 6,708
Net occupancy expense 1,028 917 853
Depreciation 1,262 1,103 1,116
Data processing expense 436 395 333
Legal and professional fees 139 272 132
Stationary and office supplies 291 243 195
Amortization of intangibles 351 183 15
Other expenses 3,230 3,242 2,600
------ ------ ------
Total Other Expenses $15,409 $14,643 $11,952
------- ------- -------
Net income before income taxes $ 8,847 $ 6,684 $ 7,165
Provision for income tax expense 3,048 2,210 2,435
------- ------- -------
Net Income $ 5,799 $ 4,474 $ 4,730
======= ======= =======
Earnings Per Common Share:
Net income $ 1.58 $ 1.25 **$ 1.38
======= ======= =======
Weighted average shares outstanding 3,664 3,590 ** 3,426
======= ======= =======
*Certain items have been reclassified to conform to current year format.
**Amounts restated to reflect four for one stock split in 1998.
See accompanying notes to consolidated financial statements.
<PAGE>
<PAGE>49
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 1999, 1998, 1997
1999 1998 1997
---- ---- ----
(in thousands)
Net income for year $ 5,799 $ 4,474 $ 4,730
Other comprehensive income, net of tax
Unrealized gains (losses) on
available- for-sale securities;
Unrealized gains (losses) arising
during the period ( 2,491) 174 213
-------- --------- --------
Total Comprehensive Income $ 3,308 $ 4,648 $ 4,943
======== ======= =======
Required disclosures of related tax effects allocated to each component of
other comprehensive income.
Before-tax Tax(Expense) Net-of-tax
Amount or Benefit Amount
Year ended December 31, 1999
Unrealized gains (losses) on
available-for-sale securities;
Unrealized gains (losses) arising
during the period $(3,912) $ 1,555 $(2,357)
Less reclassification adjustments
for gains included in net income (223) 89 (134)
-------- ------- --------
Net Unrealized Gains(Losses) $(4,135) $ 1,644 $(2,491)
======== ======= ========
Year ended December 31, 1998
Unrealized gains (losses) on
available-for-sale securities;
Unrealized gains (losses) arising
during the period $ 300 $ 120 $ 180
Less reclassification adjustments
for gains included in net income (11) 5 (6)
-------- ------ --------
Net Unrealized Gains(Losses) $ 289 $ 125 $ 174
======== ======= =======
See accompanying notes to consolidated financial statements.
<PAGE>50
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1999, 1998 and 1997
--------------------------------------------
(in thousands except per share data)
Common Stock
Retained
Shares Amount Surplus Earnings
------ ------ ------- --------
Balance, January 1, 1997 1,187 $ 1,187 $ 10,797 $ 20,630
Net income, year ended December 31, 1997 4,730
Adjustment of unrealized gain (loss) on
securities available-for-sale, net of
applicable deferred income taxes ($142)
during the year
Cash dividends paid - $1.60 per share
($.50 per share as restated to reflect
stock split) (1,521)
Sale of common stock 9 9 572
Treasury stock transaction-net
Balance, December 31, 1997 1,196 1,196 11,369 23,839
Net income, year ended December 31, 1998 4,474
Adjustment of unrealized gain (loss) on
securities available-for-sale, net of
applicable deferred income taxes ($120)
during the year
Cash dividends paid - $.75 per share (2,430)
Sale of common stock 348 348 5,354
Treasury stock transactions - net 17
Adjustments to par value of common
stock 2,146 2,146 (2,149)
Loan proceeds - ESOP obligation
Principal payments - ESOP
Balance, December 31, 1998 3,690 3,690 14,591 25,883
Net income, year ended December 31, 1999 5,799
Adjustment of record unrealized
gain(loss) on securities available-
for-sale, net of applicable deferred
income taxes ($1,644) during the year
Cash dividends paid - $.90 per share (3,384)
Sale of common stock 15 15 435
Treasury stock transactions-net 8
Principal payments - ESOP
Balance, December 31, 1999 3,705 $3,705 $15,034 $28,298
========= ========= ======== ========
See accompanying notes to consolidated financial statements.
<PAGE>51 FIRST CITIZENS BANCSHARES, INC.,
--------------------------------
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Years Ended December 31, 1999, 1998 and 1997
Obligation
Accumulated Of Employee
Other Stock Total
Comprehensive Ownership Shareholder's
Income Treasury Stock Plan Equity
------ -------------- ---- -----
Balance, January 1, 1997 $ 68 $ (8) $ 0 $ 32,674
Net income, year ended
December 31, 1997 4,730
Adjustment of unrealized
gain(loss) on securities
available-for-sale, net of
applicable deferred income
taxes ($142) during the year 213 213
Cash dividends paid - $1.60
per share($.50 per share as
restated to reflect stock split) (1,521)
Sale of common stock 581
Treasury stock transaction-net 1 1
------- --------- --------- ---------
Balance, December 31, 1997 281 (7) 0 36,678
Net income, year ended
December 31, 1998 4,474
Adjustment of unrealized
gain(loss) on securities
available-for-sale, net of
applicable deferred income
taxes ($120) during the year 174 174
Cash dividends paid - $.75 per
share (2,430)
Sale of common stock 5,702
Treasury stock transactions - net (119) (102)
Adjustments to par value of
common stock (3) (6)
Loan proceeds - ESOP obligation (2,000) (2,000)
Principal payments - ESOP 592 592
--------- -------- --------- --------
Balance, December 31, 1998 455 (129) (1,408) 43,082
Net income, year ended
December 31, 1999 5,799
Adjustment of record
unrealized gain(loss) on
securities available-
for-sale, net of applicable
deferred income taxes
($1,644) during the year (2,491) (2,491)
Cash dividends paid -
$.90 per share (3,384)
Sale of common stock 435
Treasury stock
transactions-net (75) (67)
Principal payments - ESOP 291 291
--------- --------- --------- ----------
Balance, December 31, 1999 $ (2,036) $ (204) $ (1,117) $ 43,680
======== ======== ======== ==========
See accompanying notes to consolidated financial statements.
<PAGE>52
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOW
Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
Operating Activities (in thousands)
Net income $ 5,799 $ 4,474 $ 4,730
Adjustments to reconcile net income to net
cash provided by operating activities:
Provision for loan losses 720 1,226 945
Provision for depreciation 1,262 1,103 1,116
Provision for amortization-intangibles 351 201
Deferred income taxes (1,032) (230) 55
Gain on sale of other real estate (3) (2)
Realized investment
security (gains) (93) (62) (93)
(Increase) decrease in accrued
interest receivable (158) (984) (120)
Increase (decrease) in accrued
interest payable (365) 130 (225)
Increase in other assets (2,192) (6,594) (1,930)
Increase (decrease) in other liabilities 694 (353) 225
--------- --------- --------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES $ 4,986 $ (1,092) $ 4,701
-------- --------- --------
Investing Activities
Proceeds of maturities of held-to-
maturity investment securities $ 7,866 $ 15,625 $ 6,985
Purchases of held-to-maturity investment
securities (2,500) (19,757) (414)
Proceeds of sales and maturities of available-
for-sale investment securities 15,800 10,294 19,732
Purchases of available-for-sale investment
securities (12,971) (38,188) (19,385)
Increase in loans - net (18,920) (45,432) (19,233)
Purchase of premises and equipment (3,451) (2,736) (1,167)
-------- --------- --------
NET CASH USED BY
INVESTING ACTIVITIES $(14,176) $ (80,163) $(13,382)
-------- --------- --------
Financing Activities
Net increase in demand deposits,
NOW accounts and savings accounts $ (4,765) $ 30,608 $ 9,116
Increase (decrease) in time deposits-net 10,885 20,116 3,688
Increase in long-term borrowing 23,116 7,903
Payment of principal on long-term debt (14,222) (9,776) (270)
Proceeds from sale of common stock 450 4,335 763
Cash dividends paid (3,384) (2,430) (1,521)
Net increase in short-term
borrowings 7,983 16,341 540
Treasury stock transactions-net (67) (102) 1
--------- ---------- --------
NET CASH PROVIDED (USED) BY
FINANCING ACTIVITIES $ (3,120) $ 82,208 $ 20,220
--------- --------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS $(12,310) $ 953 $ 11,539
Cash and cash equivalents at beginning
of year 29,720 28,767 17,228
-------- --------- -------
CASH AND CASH EQUIVALENTS AT
END OF YEAR $ 17,410 $ 29,720 $ 28,767
======== ========= ========
Cash payments made for interest and income taxes during the years presented are
as follows:
1999 1998 1997
---- ---- ----
Interest $ 17,145 $ 17,152 $12,884
Income taxes $ 2,400 $ 2,428 $ 2,355
See accompanying notes to consolidated financial statements.
<PAGE>53
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 & 1998
Note 1 - Summary of Significant Accounting and Reporting Policies
The accounting and reporting policies of First Citizens Bancshares,Inc., and
Subsidiary conform to generally accepted accounting principles. The significant
policies are described as follows:
BASIS OF PRESENTATION
The consolidated financial statements include all accounts of First Citizens
Bancshares, Inc. and its subsidiaries First Citizens National Bank and Bank of
Troy. First Citizens Bancshares, Inc,'s investments in these subsidiaries are
reflected on the Parent Company balance sheet (Note 13) at the equity in the
underlying assets.
Bank of Troy was acquired on March 5, 1998, in a transaction accounted for as a
purchase, and therefore, operations of Bank of Troy from March 5, 1998 forward
are included in the consolidated financial statements.
Effective January 1, 1999, First Citizens Bancshares, Inc. acquired First
Volunteer Corporation and its subsidiary, First Volunteer Bank, in a
transaction accounted for as a pooling-of-interests.
During the year ended December 31, 1999, Bank of Troy and First Volunteer Bank
were merged with First Citizens National Bank resulting in one wholly-owned
subsidiary of First Citizens Bancshares, Inc. operating as First Citizens
National Bank.
All significant inter-company accounts are eliminated in consolidation.
NATURE OF OPERATIONS
The Company and its subsidiary provide commercial banking services of a wide
variety to individuals and corporate customers in the mid-southern
United States with a concentration in northwest Tennessee. The Company's primary
products are checking and savings deposits and residential, commercial, and
consumer lending.
BASIS OF ACCOUNTING
The consolidated financial statements are presented using the accrual basis of
accounting.
USES OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles require management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for losses on loans and the
valuation of real estate acquired in connection with foreclosures or in
satisfaction of loans. In connection with the determination of the allowances
for losses on loans and foreclosed real estate, management obtains independent
appraisals for significant properties.
<PAGE>
<PAGE>54
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 1 - Summary of Significant Accounting and Reporting Policies (Continued)
CASH EQUIVALENTS
Cash equivalents include amounts due from banks which do not bear interest and
federal funds sold. Generally, federal funds are purchased and sold for one-day
periods.
SECURITIES
Investment securities are classified as follows:
Held-to-maturity, which includes those investment securities which the Company
has the intent and the ability to hold until maturity; Trading securities, which
includes those investment securities which are held for short-term resale; and
Available-for-sale, which includes all other investment securities.
Securities, which are held-to-maturity, are reflected at cost, adjusted for
amortization of premiums and accretion of discounts using methods, which
approximate the interest method. Securities, which are available-for-sale, are
carried at fair value, and unrealized gains and losses are recognized as direct
increases or decreases in stockholders' equity. Trading securities, where
applicable, are carried at fair value, and unrealized gains and losses on these
securities are included in net income.
Realized gains and losses on investment securities transactions are determined
based on the specific identification method and are included in net income.
LOANS
Loans are reflected on the balance sheet at the unpaid principal amount less the
allowance for loan losses and unearned income.
Loans are generally placed on non-accrual status when, in the judgment of
management, the loans have become impaired. Unpaid interest on loans placed on
non-accrual status are reversed from income and further accruals of income are
not usually recognized. Subsequent collections related to impaired loans are
usually credited first to principal and then to previously uncollected interest.
ALLOWANCE FOR LOAN LOSSES
The provision for loan losses which is charged to operations is based on
management's assessment of the quality of the loan portfolio, current economic
conditions, and other relevant factors. In management's judgment, the provision
for loan losses will maintain the allowance for loan losses at an adequate level
to absorb potential loan losses, which may exist in the portfolio.
<PAGE>
<PAGE>55
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 1 - Summary of Significant Accounting and Reporting Policies (Continued)
PREMISES AND EQUIPMENT
Bank premises and equipment are stated at cost less accumulated depreciation.
The provision for depreciation is computed using straight-line and accelerated
methods for both financial reporting and income tax purposes. Expenditures for
maintenance and repairs are charged against income as incurred. Cost of major
additions and improvements are capitalized and depreciated over their estimated
useful lives.
REAL ESTATE ACQUIRED BY FORECLOSURE
Real estate acquired through foreclosure is reflected in other assets and is
recorded at the lower of fair value less estimated costs to sell or cost.
Adjustments made at the date of foreclosure are charged to the allowance for
loan losses. Expenses incurred in connection with ownership, subsequent
adjustments to book value, and gains and losses upon disposition are included in
other non-interest expenses.
Adjustments to net realizable value are made annually subsequent to acquisition
based on appraisal.
INCOME TAXES
First Citizens Bancshares, Inc., uses the accrual method of accounting for
federal income tax reporting. Deferred tax assets or liabilities are computed
for significant differences in financial statement and tax bases of assets and
liabilities, which result from temporary differences in financial statement and
tax accounting.
INTEREST INCOME ON LOANS
Interest income on commercial and real estate loans is computed on the basis of
the daily principal balance outstanding using the accrual method. Interest on
installment loans is credited to operations by the level-yield method.
NET INCOME PER SHARE OF COMMON STOCK
Net income per share of common stock is computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period,
after giving retroactive effect to stock dividends and stock splits.
INCOME FROM FIDUCIARY ACTIVITIES
Income from fiduciary activities is recorded on the accrual basis.
<PAGE>56
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 2 - Investment Securities
The following tables reflect amortized cost, unrealized gains, unrealized losses
and fair value of investment securities for the balance sheet dates presented,
segregated into held-to-maturity and available-for-sale categories:
<TABLE>
<CAPTION> December 31, 1999
-----------------
Held-To-Maturity
Gross Gross
Unrealized Unrealized
Amortized Cost Gains Losses Fair Value
-------------- ----- ------ ----------
(in thousands)
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $16,984 $ $ 476 $16,508
Obligations of states and
political subdivisions 3,282 4 106 3,180
Mortgage-backed securities 79 1 80
TOTAL SECURITIES INVESTMENTS $20,345 $ 5 $ 582 $19,768
======= ======== ======== =======
Available-for-Sale
Gross Gross
Unrealized Unrealized
Amortized Cost Gains Losses Fair Value
-------------- ----- ------ ----------
(in thousands)
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $57,880 $ 61 $ 2,775 $55,166
Obligations of states and
political subdivisions 9,557 7 331 9,233
Mortgage-backed securities 11,511 21 389 11,143
------- -------- -------- ----------
Total Debt Securities $78,948 $ 89 $ 3,495 $ 75,542
Equity investments 3,223 27 3,250
------- -------- -------- ----------
TOTAL SECURITIES INVESTMENTS $82,171 $ 116 $ 3,495 $ 78,792
======= ======== ========= ==========
</TABLE>
<PAGE>
<PAGE>57
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 2 - Investment Securities (Continued)
<TABLE>
<CAPTION>
December 31, 1998
Held-To-Maturity
Gross Gross
Unrealized Unrealized
Amortized Cost Gains Losses Fair Value
<S> <C> <C> <C> <C>
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $18,985 $ 112 $ 87 $ 19,010
Obligations of states and
political subdivisions 6,225 56 6,281
Mortgage-backed securities 501 6 507
------- -------- -------- -----------
TOTAL SECURITIES INVESTMENTS $25,711 $ 174 $ 87 $ 25,798
======= ======== ======== ===========
Available-For-Sale
Gross Gross
Unrealized Unrealized
Amortized Cost Gains Losses Fair Value
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $53,613 $ 648 $ 131 $ 54,130
Obligations of states and
political subdivisions 10,771 162 31 10,902
Mortgage-backed securities 15,773 81 49 15,805
------- -------- ------- -----------
Total Debt Securities $80,157 $ 891 $ 211 $ 80,837
Equity investments 3,159 23 3,182
------- -------- ------- -----------
TOTAL SECURITIES INVESTMENTS $83,316 $ 914 $ 211 $ 84,019
======= ======== ======== ===========
</TABLE>
<PAGE>
<PAGE>58
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 2 - Investment Securities (Continued)
The tables below summarize maturities of debt securities held-to-maturity and
available- for-sale as of December 31, 1999 and 1998:
<TABLE>
<CAPTION>
December 31, 1999
Securities Securities
Held-To-Maturity Available-For-Sale
Amortized Cost Fair Value Amortized Cost Fair Value
<S> <C> <C> <C> <C>
Amounts Maturing In:
One Year or less $16,233 $15,770 $43,152 $41,191
After one year through
five years 2,603 2,584 17,537 16,991
After five years through
ten years 1,334 1,239 9,579 9,225
After ten years 175 175 8,680 8,135
------- ------- ------- -------
$20,345 $19,768 $78,948 $75,542
======= ======= ======= =======
December 31, 1998
Securities Securities
Held-To-Maturity Available-For-Sale
Amortized Cost Fair Value Amortized Cost Fair Value
Amounts Maturing In:
One Year or less $ 3,164 $ 3,183 $ 5,867 $ 5,844
After one year through
five years 16,941 17,091 20,597 20,471
After five years through
ten years 5,058 5,105 29,389 29,659
After ten years 548 419 24,304 24,863
------- ------- ------- -------
$25,711 $25,798 $80,157 $80,837
======= ======= ======= =======
</TABLE>
Securities gains (losses) presented in the consolidated statements of income
consist of the following:
Year Ended December 31 Gross Sales Gains Losses Net
- ---------------------- ----------- ----- ------ ---
(in thousands)
1999 - Securities held-to-maturity $ 998 $ 1 $ 2 $ (1)
1999 - Securities available-for-sale 6,353 96 2 94
1998 - Securities held to maturity 15,558 82 57 25
1998 - Securities available-for-sale 10,425 36 36
1997 - Trading securities 3,500 31 31
1997 - Securities held-to-maturity 7,577 69 6 63
Sales of securities classified as held-to-maturity consist of securities which
were called resulting in a gain or loss or sold within ninety days of maturity.
At December 31, 1999 and 1998, investment securities were pledged to secure
government, public and trust deposits as follows:
December 31 Amortized Cost Fair Value
----------- -------------- ----------
(in thousands)
1999 $86,762 $83,312
1998 74,078 74,779
<PAGE>59
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 3 - Loans
Loans outstanding at December 31, 1999 and 1998 were comprised of the following:
1999 1998
---- ----
(in thousands)
Commercial, financial and
agricultural $ 60,446 $ 79,917
Real estate - construction 34,431 27,048
Real estate - mortgage 189,787 158,237
Installment 37,595 33,328
Other loans 3,118 8,801
-------- --------
325,377 307,331
Less: Allowance for loan losses 3,718 3,872
-------- -------
$321,659 $303,459
In conformity with Statement No. 114 of the Financial Accounting Standards
Board, the Corporation has recognized loans with carrying values of $872,000 at
December 31, 1999, and $1,422,000 at December 31, 1998, as being impaired. The
balance maintained in the Allowance for Loan Losses related to these was
$157,623 at December 31, 1999, and $190,785 at December 31, 1998. As of December
31, 1999, loans totaling $445,000 were directly related to the specific
allowance for loan losses.
Note 4 - Allowance for Loan Losses
An analysis of the allowance for loan losses during the three years ended
December 31 is as follows:
1999 1998 1997
---- ---- ----
Balance, beginning of period $3,872 $3,122 $2,585
Provision for loan losses charged
to operations 720 1,226 945
Loans charged to allowance,
net of loan loss recoveries of
$308,669, $324,521, and $132,521 (874) (846) (408)
Addition incident to Mergers 370
--------- ------
Balance, end of period $3,718 $3,872 $3,122
====== ====== ======
For tax purposes, the Corporation deducts the maximum amount allowable. During
the year ended December 31, 1999, the deduction taken was 681,653. The
deductions for tax purposes in 1998 and 1997 were $479,396 and $412,525,
respectively.
Note 5 - Premises and Equipment
The fixed assets used in the ordinary course of business are summarized as
follows:
Useful Lives
in Years 1999 1998
-------- ---- ----
(in thousands)
Land $ 1,653 $ 1,712
Buildings 5 to 50 12,425 10,340
Furniture and equipment 3 to 20 10,341 9,187
------- -------
24,419 21,239
Less: Accumulated depreciation 11,002 10,011
------- -------
Net Fixed Assets $13,417 $11,228
======= =======
<PAGE>
<PAGE>60
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 6 - Repossessed Real Property
The carrying value of repossessed real property on the balance sheets of the
Corporation is $390,458 at December 31, 1999, and $136,937 at December 31, 1998.
The value of repossessed real property is reflected on the balance sheets in
"other assets."
Note 7 - Deposits
Included in the deposits shown on the balance sheet are the following time
deposits and savings deposits in denominations of $100,000 or more:
1999 1998
---- ----
(in thousands)
Time Deposits $70,862 $49,818
Savings Deposits 53,516 57,321
NOW accounts, included in savings deposits on the balance sheet, totaled
$40,365,018 at December 31, 1999 and $40,748,256 at December 31, 1998.
First Citizens National Bank routinely enters into deposit relationships with
its directors, officers and employees in the normal course of business. These
deposits bear the same terms and conditions as those prevailing at the time for
comparable transactions with unrelated parties. Balances of executive officers
and directors on deposit as of December 31, 1999 and 1998, were $ and
$4,469,852, respectively.
Time deposits maturing in years subsequent to December 31, 1999 are as follows:
Year ended December 31 (In Thousands)
2000 $189,074
2001 13,906
2002 3,117
2003 2,486
2004 1,232
Thereafter 20
--------
Total $209,835
========
Note 8 - Employee Stock Ownership Plan
First Citizens National Bank maintains the First Citizens National Bank of
Dyersburg Employee Stock Ownership Plan as an employee benefit. The plan
provides for a contribution annually not to exceed twenty-five percent of the
total compensation of all participants and affords eligibility for participation
to all full-time employees who have completed at least one year of service.
Contributions to the Employee Stock Ownership Plan totaled $610,718 in 1999,
$565,557 in 1998, and $428,969 in 1997.
<PAGE>61
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 9 - Income Taxes
Provision for income taxes is comprised of the following:
1999 1998 1997
---- ---- ----
(in thousands)
Federal income tax expense (benefit)
Current $2,530 $2,002 $2,194
Deferred (26) (196) (174)
State income tax expense (benefit)
Current 511 438 441
Deferred 33 (34) (26)
------ ------- -------
$3,048 $2,210 $2,435
====== ====== ======
The ratio of applicable income taxes to net income before income taxes differed
from the statutory rates of 34%. The reasons for these differences are as
follows:
1999 1998 1997
---- ---- ----
(in thousands)
Tax expense at statutory rate $3,008 $2,272 $2,436
Increase (decrease) resulting from:
State income taxes, net of federal
income tax benefit 359 265 283
Tax exempt income (435) (190) (233)
Effect of life insurance (168) (80)
Amortization of goodwill 124 75
Other items 160 (132) (51)
------ ------- -------
$3,048 $2,210 $2,435
====== ====== ======
Deferred tax liabilities have been provided for taxable temporary differences
related to depreciation, accretion of securities discounts, and other minor
items. Deferred tax assets have been provided for deductible temporary
differences related primarily to the allowance for loan losses and adjustments
for loss on repossessed real estate. The net deferred tax assets, which are
included in "other assets" in the accompanying consolidated balance sheets
include the following components:
December 31
1999 1998
---- ----
(in thousands)
Deferred tax liabilities $ (568) $(381)
Deferred tax assets 2,612 735
------- ----
Net deferred tax assets $2,044 $ 354
====== =====
<PAGE>62
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 10 - Regulatory Matters
First Citizens Bancshares, Inc. is subject to various regulatory capital
requirements administered by the federal banking agencies. Failure to meet
minimum capital requirements can initiate certain mandatory, and possibly
additional discretionary actions by regulators that, if undertaken, could have a
direct material effect on the Company and the consolidated financial statements.
The regulations require the Banks to meet specific capital adequacy guidelines
that involve quantitative measures of the Banks' assets, liabilities, and
certain off-balance sheet items as calculated under regulatory accounting
practices. The Banks' capital classifications are also subject to qualitative
judgements by the regulators about components, risk weightings, and other
factors.
Quantitative measures established by regulation to ensure capital adequacy
require the Banks to maintain minimum amounts and ratios (set forth in the table
below) of Tier I capital (as defined in the regulations) to total average assets
(as defined), and minimum ratios of Tier I and total capital (as defined) to
risk-weighted assets (as defined). To be considered adequately capitalized (as
defined) under the regulatory framework for prompt corrective action, the Banks
must maintain minimum Tier I leverage, Tier I risk-based, and total risk-based
ratios as set forth in the table. The Banks' actual capital amounts and ratios
are also presented in the table.
As of December 31, 1999, the most recent notification from the Banks' primary
regulatory authorities categorized the Banks as well capitalized under the
regulatory framework for prompt corrective action. To be categorized as well
capitalized, the Banks must maintain minimum total risk-based, Tier 1
risk-based, and Tier 1 leverage ratios as set forth in the Table. There are no
conditions or events since that notification that management believes have
changed the institution's category.
<PAGE>63
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 10 - Regulatory Matters (Continued)
(in thousands)
For Capital
First Citizens National Bank Actual Adequacy Purposes
------ -----------------
Amount Amount Ratio Amount Ratio
As of December 31, 1999:
Total Capital (To Risk
Weighted Assets) $44,071 13.59% $25,943 > 8.0 %
-
Tier I Capital (To Risk
Weighted Assets) 41,884 12.91% 12,972 > 4.0 %
-
Tier I Capital (To
Average Assets) 41,884 8.91% 18,803 > 4.0 %
-
As of December 31, 1998:
Total Capital (To Risk
Weighted Assets) $34,369 12.14% $22,651 > 8.0 %
-
Tier I Capital (To Risk
Weighted Assets) 33,917 11.98% 11,326 > 4.0 %
-
Tier I Capital (To
Average Assets) 33,917 8.32% 16,298 > 4.0 %
-
Bank of Troy
Amount Amount Ratio Amount Ratio
As of December 31, 1998:
Total Capital (To Risk
Weighted Assets) $9,463 26.90% $2,814 > 8.0 %
-
Tier I Capital (To Risk
Weighted Assets) 6,174 17.55% 1,407 > 4.0 %
-
Tier I Capital (To
Average Assets) 6,174 11.04% 2,238 > 4.0 %
-
First Volunteer Bank
Amount Amount Ratio Amount Ratio
As of December 31, 1998:
Total Capital (To Risk
Weighted Assets) $3,997 13.07% $2,447 > 8.0 %
-
Tier I Capital (To Risk
Weighted Assets) 4,024 13.15% 1,224 > 4.0 %
-
Tier I Capital (To
Average Assets) 4,024 8.00% 2,013 > 4.0 %
-
<PAGE>64
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 10 - Regulatory Matters (Continued)
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
First Citizens National Bank
Amount Amount Ratio
As of December 31, 1999:
Total Capital (To Risk Weighted Assets) $32,249 > 10.0%
-
Tier I Capital (To Risk Weighted Assets) 19,457 > 6.0%
-
Tier I Capital (To Average Assets) 23,504 > 5.0%
-
As of December 31, 1998:
Total Capital (To Risk Weighted Assets) $28,315 > 10.0%
-
Tier I Capital (To Risk Weighted Assets) 16,988 > 6.0%
-
Tier I Capital (To Average Assets) 20,372 > 5.0%
-
Bank of Troy
Amount Amount Ratio
As of December 31, 1998:
Total Capital (To Risk Weighted Assets) $ 3,518 > 10.0%
-
Tier I Capital (To Risk Weighted Assets) 2,111 > 6.0%
-
Tier I Capital (To Average Assets) 2,798 > 5.0%
-
First Volunteer Bank
Amount Amount Ratio
As of December 31, 1998:
Total Capital (To Risk Weighted Assets) $ 3,059 > 10.0%
-
Tier I Capital (To Risk Weighted Assets) 1,835 > 6.0%
-
Tier I Capital (To Average Assets) 2,516 > 5.0%
-
<PAGE>65
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 11 - Restrictions on Cash and Due From Bank Accounts
The Corporation's bank subsidiary maintains cash reserve balances as required by
the Federal Reserve Bank. Average required balances during 1999 and 1998 were
$1,883,000 and $337,000, respectively.
Note 12 - Restrictions on Capital and Payment of Dividends
The Corporation is subject to capital adequacy requirements imposed by the
Federal Reserve Bank. In addition, the Corporation's National Bank Subsidiary is
restricted by the Office of the Comptroller of the Currency from paying
dividends in any years which exceed the net earnings of the current year plus
retained profits of the preceding two years. As of December 31, 1999,
approximately $9 million of retained earnings was available for future dividends
from the subsidiary to the parent corporation.
Note 13 - Condensed Financial Information
First Citizens Bancshares, Inc.
(Parent Company Only)
December 31
1999 1998
BALANCE SHEETS (in thousands)
---------------
ASSETS
Cash $ 497 $ 987
Investment in subsidiaries 44,071 44,152
Other assets 238 340
------- -------
TOTAL ASSETS $44,806 $45,479
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Long-term debt $ $ 907
Note payable of ESOP 1,117 1,408
Accrued expenses 9 82
------- -------
TOTAL LIABILITIES 1,126 2,397
------- -------
STOCKHOLDERS' EQUITY 43,680 43,082
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $44,806 $45,479
STATEMENTS OF INCOME
December 31
1999 1998
---- ----
INCOME (in thousands)
Dividends from bank subsidiary $ 3,468 $ 5,774
Other income 34 50
------- -------
TOTAL INCOME 3,502 5,824
------- -------
EXPENSES
Interest expense 19 119
Other expenses 160 240
------- -------
TOTAL EXPENSES 179 359
------- -------
Income before income taxes and equity
in undistributed net income of bank subsidiary 3,323 5,465
Income tax expense (benefit) (65) (117)
-------- --------
3,388 5,582
Equity in undistributed net income of
bank subsidiary 2,411 (1,108)
----- --------
NET INCOME $5,799 $ 4,474
====== =======
<PAGE>66
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999 & 1998
Note 13 - Condensed Financial Information (continued)
First Citizens Bancshares, Inc.
(Parent Company Only)
STATEMENTS OF CASH FLOW
December 31
1999 1998
(in thousands)
---- ----
Operating Activities
Net income $5,799 $4,474
Adjustments to reconcile net income to net cash
provided by operating activities:
Undistributed income of subsidiary (2,411) 1,108
(Increase) decrease in other assets 102 (143)
(Increase) decrease in other liabilities (72) 31
-------- ------
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 3,418 $5,470
------- ------
Investing Activities
Proceeds of sale of other real estate $ $ 164
Investment in subsidiary (9,692)
-------- -------
NET CASH PROVIDED (USED)BY INVESTING ACTIVITIES $ $(9,528)
-------- --------
Financing Activities
Proceeds of note payable $ $ 4,116
Payment of principal on note (907) (3,508)
Payment of dividends and payments in lieu of
fractional shares (3,384) (2,429)
Sale of Common Stock 450 5,696
Treasury Stock transactions - net (67) (102)
------- --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES $(3,908) $ 3,773
-------- -------
INCREASE (DECREASE) IN CASH (490) (285)
Cash at beginning of year 987 1,272
------ -------
CASH AT END OF YEAR $ 497 $ 987
====== =======
<PAGE>67
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
December 31, 1999& 1998
Note 14 - Long Term Debt
At December 31, 1998, First Citizens Bancshares, Inc. is obligated to
another financial institution on a revolving term note with a maximum
available credit limit of ten million dollars, ($10,000,000). The note
matures on January 2, 2008 and bears interest at one and one-fifth of one
percentage point (1.2%) above the London Interbank Offered Rate for
one-month periods which is published monthly. The note is secured by all
of the outstanding capital stock of the Corporation's subsidiary, First
Citizens National Bank. The note was incurred in order to acquire the
Corporation's subsidiary Bank of Troy, and at December 31, 1998, the
outstanding principal balance is $682,295. The balance was paid entirely
during the year ended December 31, 1999.
First Citizens National Bank has secured advances from the Federal Home
Loan Bank in the amounts of $33,963,571 at December 31, 1999 and
$35,010,053 at December 31, 1998. At December 31, 1999, $26,263,571 is
considered long-term in nature. These advances bear interest at rates
which vary from 4.2% to 6.6% and mature in the years 2008 through 2009.
The obligations are secured by the Bank's entire portfolio of fully
disbursed, one to four family residential mortgages.
Bank of Troy is indebted to the Federal Home Loan Bank on similar advances
totaling $2,000,000 as of December 31, 1998. These loans are also secured
by Bank of Troy's fully disbursed one to four family mortgages. The
obligations bear interest at rates which vary from 4.8% to 5.08% and
matures in 2008. When Bank of Troy was merged with First Citizens National
Bank in 1999, these obligations became part of the obligations of First
Citizens National Bank to the Federal Home Loan Bank.
Delta Finance Company, a subsidiary of First Citizens National Bank, is
obligated to General Appliance and Furniture Company, Inc. on an unsecured
note payable in the amount of $1,000,000, which bears interest at the rate
of six and one-half percent (6.5%) per annum and matures February 18,
2000. The Company has the intent and ability to renew the loan for another
five years.
Averages for the years 1999 and 1998 are as follows:
Average Average Average
Volume Interest Rate Maturity
1999 (in thousands)
----
First Citizens Bancshares, Inc. $ 913 6.89% 6 years
First Citizens National Bank 12,528 5.36% 5 years
Delta Finance Company 1,000 6.00% 5 years
1998
First Citizens Bancshares, Inc. 303 6.89% 2 years
First Citizens National Bank 13,728 5.80% 7 years
Bank of Troy 2,000 5.80% 7 years
Delta Finance Company 1,000 6.50% 5 years
First Volunteer Corporation 1,190 5.80% 8 years
<PAGE>68
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1998 and 1997
Note 14 - Long Term Debt (continued)
Maturities of principal on the above referenced long-term debt for the
following five years is shown:
Year Ending December 31,
2000 $ 1,000
2001 0
2002 2,000
2003 1,000
2004 1,000
Thereafter 6,264
$11,264
Note 15 - Securities Sold Under Agreement to Repurchase
At December 31, 1999 and 1998, First Citizens National Bank had
out-standing balances in short-term borrowings as follows:
1999 1998
---- ----
(in thousands)
Outstanding balance $46,090 $38,107
Weighted average interest rate 4.56% 4.40%
Average balances outstanding
during the year 32,759 27,777
Average weighted average
interest rate 4.46% 4.46%
Note 16 - Non-Cash Investing and Financing Activities
During the periods presented, the Corporation engaged in the following
non-cash investing and financing activities:
Investing 1999 1998 1997
--------- ---- ---- ----
Other real estate acquired in
satisfaction of loans $ 824 $ 249 $ 87
Investment in White & Associates/
First Citizens Insurance, L.L.C. 1,362
Investment in First Volunteer
Corporation 3,775
Note 17 - Financial Instruments with Off-Balance Sheet Risk
First Citizens National Bank is a party to financial instruments with
off-balance sheet risk in the normal course of business to meet the
financing needs of its customers. These financial instruments include
commitments to extend credit and standby letters of credit. These
instruments involve, to varying degrees, elements of credit risk, which
are not recognized in the statement of financial position.
The Bank's exposure to credit loss in the event of non-performance by the
other party to the financial instrument for commitments to extend credit
and standby letters of credit is represented by the contractual amount of
those instruments. The same policies are utilized in making commitments
and conditional obligations as are used for creating on-balance sheet
instruments. Ordinarily, collateral or other security is not required to
support financial instruments with off-balance sheet risk.
<PAGE>69
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Loan commitments generally have fixed expiration dates or other
termination clauses and may require payment of a fee. Since many
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements.
Each customer's credit-worthiness is evaluated on a case-by-case basis,
and collateral required, if deemed necessary by the Bank upon extension of
credit, is based on management's credit evaluation of the counter party.
At December 31, 1999 and 1998, First Citizens National Bank had
outstanding loan commitments of $55,042,000 and $51,610,695, respectively.
Of these commitments, none had an original maturity in excess of one year.
Standby letters of credit and financial guarantees are conditional
commitments issued by the Bank to guarantee the performance of a customer
to a third party. Those guarantees are issued primarily to support public
and private borrowing arrangements, and the credit risk involved is
essentially the same as that involved in extending loans to customers. The
bank requires collateral to secure these commitments when it is deemed
necessary. At December 31, 1999 and 1998, outstanding standby letters of
credit totaled $1,761,000 and $1,830,426, respectively.
In the normal course of business, First Citizens National Bank extends
loans, which are subsequently sold to other lenders, including agencies of
the U. S. government. Certain of these loans are conveyed with recourse
creating off-balance sheet risk with regard to the collectibility of the
loan. At December 31, 1999 and 1998, however, the Bank had no loans sold.
Note 18 - Significant Concentrations of Credit Risk
First Citizens National Bank grants agribusiness, commercial, residential,
and personal loans to customers throughout a wide area of the mid-southern
United States. A large majority of the Bank's loans, however, are
concentrated in the immediate vicinity of the Bank or northwest Tennessee.
Although, the Bank has a diversified loan portfolio, a substantial portion
of its debtors' ability to honor their obligations is dependent upon the
agribusiness and industrial economic sectors of that geographic area.
Note 19 - Disclosure of Fair Value of Financial Instruments
The following assumptions were made and methods applied to estimate the
fair value of each class of financial instruments reflected on the balance
sheet of the Corporation:
CASH AND CASH EQUIVALENTS
For instruments, which qualify as cash equivalents, as described in Note 1
of Notes to Financial Statements, the carrying amount is assumed to be
fair value.
INVESTMENT SECURITIES
Fair value for investment securities is based on quoted market price, if
available. If quoted market price is not available, fair value is
estimated using quoted market prices for similar securities.
<PAGE>70
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 19 - Disclosure of Fair Value of Financial Instruments (continued)
LOANS RECEIVABLE
Fair value of variable-rate loans with no significant change in credit risk
subsequent to loan origination is based on carrying amounts. For other
loans, such as fixed rate loans, fair values are estimated utilizing
discounted cash flow analyses, applying interest rates currently offered for
new loans with similar terms to borrowers of similar credit quality. Fair
values of loans which have experienced significant changes in credit risk
have been adjusted to reflect such changes.
The fair value of accrued interest receivable is assumed to be its carrying
value.
DEPOSIT LIABILITIES
Demand Deposits
The fair values of deposits which are payable on demand, such as
interest-bearing and non-interest-bearing checking accounts, passbook
savings, and certain money market accounts are equal to the carrying amount
of the deposits.
Variable-Rate Deposits
The fair value of variable-rate money market accounts and certificates of
deposit approximate their carrying value at the balance sheet date.
Fixed-Rate Deposits
For fixed-rate certificates of deposit, fair values are estimated using
discounted cash flow analyses which apply interest rates currently being
offered on certificates to a schedule of aggregated monthly maturities on
time deposits.
SHORT-TERM BORROWINGS
Carrying amounts of short-term borrowings, which include securities sold
under agreement to repurchase, approximate their fair values at December 31,
1998 and 1997.
Long-Term Debt
The fair value of the Corporation's long-term debt is estimated using the
discounted cash flow approach, based on the institution's current
incremental borrowing rates for similar types of borrowing arrangements.
Other Liabilities
Other liabilities consist primarily of accounts payable, accrued interest
payable and accrued taxes. These liabilities are short-term and their
carrying values approximate their fair values.
Unrecognized Financial Instruments are generally extended for short periods
of time, and as a result, the fair value is estimated to approximate the
face or carrying amount.
<PAGE>71
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 19 - Disclosure of Fair Value of Financial Instruments (continued)
The estimated fair values of the Corporation's financial instruments are as
follows:
1999 1998
----------------- --------------
Carrying Fair Carrying Fair
Amount Value Amount Value
Financial Assets (in thousands)
----------------
Cash and cash equivalents $ 17,410 $ 17,410 $ 29,720 $ 29,720
Investment securities 99,137 98,560 109,730 109,817
Loans 325,377 307,331
Less: Allowance for
loan losses (3,718) (3,872)
--------- -------- -------
Loans, net of allowance 321,659 317,218 303,459 304,113
Accrued interest
receivable 5,353 5,353 5,195 5,195
Financial Liabilities
Deposits 366,819 365,458 360,699 361,699
Short-term borrowings 46,090 46,090 38,107 38,107
Long-term debt 11,264 11,010 25,486 25,996
Other liabilities 3,700 3,700 3,371 3,371
Unrecognized Financial
Instruments
Commitments to extend 55,042 55,042 51,611 51,611
credit
Standby letter of 1,761 1,761 1,830 1,830
credit
Note 20 - Commitments and Contingencies
During the year ended December 31, 1995, the Board of Directors approved a
stock repurchase plan whereby the Company is authorized to acquire up to a
maximum of $200,000 of its outstanding capital stock per calendar quarter.
The stock repurchase plan is designed to enable First Citizens Bancshares,
Inc. to meet the requirements of the Employee Stock Ownership Plan and the
Dividend Reinvestment Plan in place.
<PAGE>72
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Note 21 - Mergers and Acquisitions
During the year ended December 31, 1997, First Citizens Bancshares, Inc.
entered into a stock purchase agreement to buy all of the outstanding
capital stock of Bank of Troy, Troy, Tennessee, at a price of two (2)
times book value of the capital stock acquired. The acquisition was
consummated on March 5, 1998, at a price of $9,692,835 in a transaction
accounted for as a purchase. Accordingly, the financial records of Bank
of Troy were closed, and the assets and liabilities were adjusted to fair
market value as of the date that the purchase took place. The operations
of the Bank of Troy are included in the consolidated financial statements
from March 5, 1998 through December 31, 1998. The transactions resulted
in goodwill in the amount of $3,290,977, which is being amortized over a
period of fifteen (15) years.
During the year ended December 31, 1999, the Bank of Troy was merged with
First Citizens National Bank and is operated as a branch bank.
Pro forma results of operations of First Citizens Bancshares, Inc.
computed as though Bank of Troy had been acquired at the beginning of the
year ended December 31, 1997, are as follows:
(in thousands)
1998 1997
---- ----
Interest income $ 31,625 $ 29,433
Interest expense 15,493 14,415
---------- ----------
Net interest income 16,132 15,018
Provision for loan losses 1,028 1,117
---------- ---------
Net interest income after
Provision for loan losses 15,104 13,901
Other income 4,326 4,024
Other expenses 13,103 11,482
---------- ---------
Net income before income taxes 6,327 6,443
Provision for income taxes 2,090 2,154
---------- ---------
Net income 4,237 4,289
========== =========
Earnings per share 1.35 1.44
========== =========
Weighted average shares
Outstanding 3,145 2,981
Also, on February 11, 1998, First Citizens Bancshares, Inc. executed a
transaction whereby the Corporation acquired a fifty percent (50%)
interest in White & Associates/First Citizens Insurance, L.L.C., an
insurance agency operating in Dyersburg, Tennessee. The Corporation
issued 13,779 shares of common stock and paid $216,000 in cash for a
total value of $1,469,905 in cash. The investment is recorded using the
equity method and has a book value of $781,542 at December 31, 1999 and
$1,625,441 at December 31, 1998. The transaction created $1,361,905 of
goodwill on the books of First Citizens National Bank associated with the
investment in this Company.
First Citizens National Bank and White & Associates began the process of
forming a credit insurance company during 1998. At December 28, 1998, the
Company had not been chartered and no activity had taken place in the
credit insurance company. The Bank's investment was $53,901. During the
year ended December 31, 1999, the credit insurance company became active
and experienced an operating profit of $19,039.
<PAGE>73
FIRST CITIZENS BANCSHARES, INC.,
AND SUBSIDIARY
NOTES TO FINANCIAL STATEMENTS
December 31, 1999 and 1998
Also, during 1998, First Citizens Bancshares, Inc. entered into an
agreement to acquire all of the outstanding capital stock of First
Volunteer Corporation, a one-bank holding company which owned First
Volunteer Bank located in Union City, Tennessee. The acquisition was
consummated on February 12, 1999, in a transaction recorded as a
pooling-of-interests which involved the issuance of 445,251 shares of
First Citizens Bancshares, Inc. common stock. Accordingly, all historical
financial information of First Citizens Bancshares, Inc. for all periods
presented has been restated to include the historical financial
information of First Volunteer Corporation. Subsequently, First Volunteer
Bank was merged with First Citizens National Bank and is operated as a
branch bank.
Note 22 - Common Capital Stock
On April 16, 1998, First Citizens Bancshares, Inc. filed Articles of
Amendment to its Charter increasing the total authorized number of common
shares of stock from 2,000,000 to 10,000,000 and changing the par value
from $1 to no par value. The Corporation then declared a four for one
stock split, according to which all shareholders received three (3)
additional shares of common stock for each share owned. The split resulted
in the issuance of 2,145,678 new shares. The shares are recorded at one
dollar ($1) per share requiring the transfer of an equal amount form
paid-in capital to capital stock.
Note 23 - Amounts Receivable From Certain Persons
<TABLE>
<CAPTION> Year Ended December 31, 1999
----------------------------
(In Thousands)
Column A Column B Column C Column D Column E
-------- -------- -------- -------- --------
Balance at Balance at
Beginning End of
of Period Additions Deductions Period
Amounts
Amounts Written Not
Collected Off Current Current
<S> <C> <C> <C> <C> <C> <C>
Aggregate indebtedness
to First Citizens
National Bank of
Directors and Executive
Officers of First
Citizens Bancshares,
Inc. (27) $8,234 $6,984 $6,591 $-0- $8,627 $-0-
====== ====== ====== ==== ====== ====
Aggregate indebtedness
to First Citizens
National Bank of
Directors and Executive
Officers of First
Citizens National
Bank (27) $8,234 $6,984 $6,591 $-0- $8,627 $-0-
====== ====== ====== ==== ====== ====
Year Ended December 31, 1998
Aggregate indebtedness
to First Citizens
National Bank of
Directors and Executive
Officers of First
Citizens Bancshares,
Inc. (23) $6,158 $8,114 $5,103 $-0- $9,169 $-0-
====== ====== ====== ==== ====== ====
Aggregate indebtedness
to First Citizens
National Bank of
Directors and Executive
Officers of First
Citizens National
Bank (23) $6,211 $8,114 $5,156 $-0- $9,169 $-0-
====== ====== ====== ==== ====== ====
</TABLE>
<PAGE>74
Indebtedness shown represents amounts owed by Directors and executive officers
of First Citizens Bancshares, Inc., and First Citizens National Bank and by
businesses in which such persons are general partners or have at least 10% or
greater interest and trust and estates in which they have a substantial
beneficial interest. All loans have been made on substantially the same terms,
including interest rates and collateral as those prevailing at the time for
comparable transactions with others and do not involve other than normal risks
of collectibility.
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Bancshares had no disagreements regarding accounting procedures.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information appearing in Bancshares' 1999 Proxy Statement regarding directors
and officers is incorporated herein by reference in response to this Item.
ITEM 11. EXECUTIVE COMPENSATION
The information required under this Item is set forth in the 1999 Proxy
Statement, and is incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Ownership of Bancshares' common stock by certain beneficial owners and by
management is set forth in Bancshares' 1999 Proxy Statement for the Annual
Meeting of Shareholders to be held April 19, 2000, in the sections entitled
Voting Securities and Election of Directors and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Officers, Directors and principal shareholders of the holding company (and their
associates) have deposit accounts and other transactions with First Citizens
National Bank. These relationships are covered in detail on page 12 of the Proxy
Statement under "Certain Relationships and Related Transactions" and
incorporated herein by reference. Additional information concerning indebtedness
to Bancshares and First Citizens by Directors and/or their affiliates is
included herein under Part III, Page 73 "Amounts Receivable from Certain
Persons".
<PAGE>75
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
FIRST CITIZENS BANCSHARES, INC.
By /s/Stallings Lipford
Stallings Lipford
Chairman
By /s/Jeff Agee
Jeff Agee
Vice President & Principal
Financial Officer
Dated: 03/15/00
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on March 15, 2000.
/s/ Eddie Anderson /s/John M. Lannom /s/Dwight Steven Williams
Eddie Anderson John M. Lannom Dwight Steven Williams
Director Director Director
/s/Stallings Lipford /s/Katie Winchester
/s J. Walter Bradshaw Stallings Lipford Katie Winchester
J. Walter Bradshaw Director Director
Director
/s/James Daniel Carpenter /s/Milton Magee /s/Billy S. Yates
James Daniel Carpenter Milton Magee Billy S. Yates
Director Director Director
/s/William C. Cloar /s/Mary Frances McCauley
William C. Cloar Mary Frances McCauley
Director Director
/s/L. D. Pennington
/s/Jon Michael Dickerson L. D. Pennington
Jon Michael Dickerson Director
Director
/s/Richard Donner /s/Allen Searcy
Richard W. Donner Allen Searcy
Director Director
/s/Bentley F. Edwards /s/Green Smitheal III
Bentley F. Edwards Green Smitheal
Director Director
/s/Julius M. Falkoff /s/William F. Sweat
Julius M. Falkoff William F. Sweat
Director Director
/s/Larry W. Gibson /s/David R. Taylor
Larry W. Gibson David R. Taylor
Director Director
/s/Ralph E. Henson /s/Larry S. White
Ralph E. Henson Larry S. White
Director Director
/s/Barry T. Ladd /s/P. H. White, Jr.
Barry T. Ladd P. H. White, Jr.
Director Director
<PAGE>1
PART IV - EXHIBIT INDEX
Page No
(3) Subsidiaries of the registrant * (Ex-21) 1
(22) Articles of Incorporation and By-Laws * (Ex-3) 1
* Filed with current report
<PAGE>1
Subsidiaries
The Company has one subsidiary, First Citizens National Bank, Dyersburg,
Tennessee. The Company is the sole shareholder of the Bank. First Citizens
National Bank is a National Bank organized under the authority of the
Comptroller of the Currency.
On January 28, 1985, First Citizens Financial Plus, Inc. was chartered in
the State of Tennessee as a wholly-owned subsidiary of First Citizens
National Bank for the purpose of providing investment advisory service to
the community. The Corporation's registration with the Securities and
Exchange Commission as an investment advisor was effective February 21,
1985.
On December 19, 1988 First Citizens Financial Plus, Inc. received
notification from the National Association of Securities Dealers that the
Company's registration as a broker/dealer was effective. As a result, in
addition to being an investment advisor, the Company is now a full service
introducing broker/dealer.
On August 19, 1996, Delta Finance, Inc. was chartered in the State of
Tennessee as a wholly-owned subsidiary of First Citizens National Bank for
the purpose of providing consumer financial services to the community.
Delta Finance will operate as an Industrial Loan and Thrift Company
pursuant to Tennessee Code Annotated Section 45-5-101 and to acquire by
purchase, lease or otherwise, and to hold, operate, manage, develop,
encumber and otherwise deal with any and all kinds of real and personal
property and to engage in any business not prohibited by law under the
laws of Tennessee; and to do any and all things necessary or incidental in
the operation of such business or businesses. A branch office was opened
September 21, 1998 in Milan, Tennessee.
On February 9, 1998, White and Associates/First Citizens Insurance, LLC
was chartered in the State of Tennessee as a Limited Liability Company of
Dyersburg Insurance Agency and First Citizens Insurance Interim Inc. for
the purpose of providing general insurance services to the community.
<PAGE>1
CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
The undersigned natural person or persons, having capacity to contract and
acting as the incorporator or incorporators of a corporation under the Tennessee
General Corporation Act, adopt the following charter for such corporation:
l. The name of the corporation is First Citizens Bancshares, Inc.
2. The duration of the corporation is perpetual.
3. The address of the principal office of the corporation in the State of
Tennessee shall be Court and Mill Streets, Dyersburg, Tennessee,
County of Dyer.
4. The corporation is for profit.
5. The principal purpose for which the corporation is organized is to
engage in banking and non-banking activities of a bank holding company
which is registered with the Board of Governors of the Federal Reserve
System under the Federal Bank Holding Company Act of 1956, as amended.
This corporation may engage in any and all lawful businesses allowed for
such a bank holding company under state and federal law.
6. The maximum number of shares which the corporation shall have the
authority to issue is Seven Hundred Fifty Thousand (750,000) shares
which shall have a par value of Ten Dollars ($10.00).
7. The corporation will not commence business until consideration of an
amount not less than One Thousand Dollars ($1,000.00) has been received
for the issuance of shares.
8. The capital stock of the corporation may be issued for valid corporate
purposes upon authorization by the Board of Directors of the corporation
without prior stockholder approval.
9. The affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding voting stock of the corporation is required
in the event that the Board of Directors of the corporation does not
recommend to the stockholders of the corporation a vote in favor of (1)
a merger or consolidation of the corporation with, or (2) a sale,
exchange or lease of all or substantially all of the assets of the
corporation to, any person or entity. For purposes of this provision,
substantially all of the assets shall mean assets having a fair market
value or book value, whichever is greater, of 25 percent or more of the
total assets as reflected on a balance sheet of the corporation as of a
date no earlier than 45 days prior to any acquisition of such assets.
The affirmative vote of the holders of not less than eighty percent
(80%) of the outstanding voting stock of the corporation is required to
amend or repeal the provisions of this Section 9.
10. The Board of Directors of the corporation shall consist of a maximum of
twenty-two (22) stockholders of the corporation. The affirmative vote of
the holders of not less than eighty percent (80%) of the outstanding
voting stock of the corporation is required to amend or repeal the
provisions of this Section 11.
11. The holders of the shares of the corporation shall have no preemptive
right, as defined in Section 48-713 of the Tennessee General
Corporation Act.
Dated December 13, 1982
<PAGE>2
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigned corporation adopts the following articles of
amendment to its Charter:
l. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendments adopted are:
a. The corporation hereby adopts the following article as Article 12 of its
Charter:
At all times each holder of common stock of the corporation shall be
entitled to one vote for each share of such stock standing in his name on
the books of the corporation. At all elections of directors of the
corporation, each holder of common stock shall be entitled to as many votes
as shall equal the number of votes which (except for this provision) he
would then be entitled to cast for the election of directors with respect
to his shares multiplied by the number of directors upon whose election he
is then entitled to vote, and he may cast all of such votes for a single
candidate or may distribute them among some or all of the candidates, as he
may see fit.
b. The corporation hereby adopts the following amendment to
Section 10 of its Charter:
The reference to "Section 11" in the last line of Section 10 of the
corporation's Charter is amended to read "Section 10."
3. The amendment was duly adopted by unanimous written
consent of the shareholders on June 14, 1983.
4. The amendment shall be effective upon the filing of
these Articles with the Secretary of State.
Dated June 17, 1983.
FIRST CITIZENS BANCSHARES, INC.
By: (Stallings Lipford)
Stallings Lipford, President
<PAGE>3
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL NUMBER 0123149
Pursuant to the provisions of Section 48-20-106 of the Tennessee
Business Corporation Act, the undersigned corporation adopts the following
articles of amendment to its Charter:
l. The name of the corporation is: FIRST CITIZENS
BANCSHARES, INC.
2. The amendments adopted are:
A. Article 6 is amended to read as follows:
The maximum number of shares which the Corporation shall
have authority to issue is 10,000,000 shares of voting
common stock having $1.00 par value.
B. Article 10 regarding the maximum number of
directors is deleted. The vote of 80% of the
outstanding shares was obtained to delete this
provision.
3. The corporation is a for-profit corporation.
4. There will be no exchange, reclassification, or cancellation of issued
shares as a result of this amendment.
5. The amendment was duly adopted on April 15, 1998, by the shareholders.
6. The amendment is to be effective when these articles are filed by the
Secretary of State.
Dated April 16, 1998.
FIRST CITIZENS BANCSHARES, INC.
By: (Katie Winchester)
Katie Winchester, President
<PAGE>4
AMENDMENTS TO ARTICLES OF ASSOCIATION
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL NUMBER 0123149
Pursuant to the provisions of Section 48-303 of the Tennessee
General Corporation Act, the undersigned corporation adopts the
following articles of amendment to its Charter:
1. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendments adopted are:
a. The corporation hereby adopts the following amendment
to Article 6 of its Charter by restating as follows:
Article 6: The maximum number of shares which the
Corporation shall have the authority to issue is
seven-hundred fifty thousand (750,000) shares which shall
have a par value of Ten Dollars ($10.00).
b. The Corporation hereby adopts the following as Article
13 of its Charter:
Article 13: Indemnification of Directors and Officers.
Section 1. Right to Indemnification. Each person who was
or is made a party or is threatened to be made a party to
or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), by reason of
the fact that he or she is or was a director or officer of
the Corporation or is or was serving at the request of the
Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or
other enterprise, including service with respect to an
employee benefit plan (hereinafter an "indemnitee"),
whether the basis of such proceeding is alleged action in
an official capacity as a director or officer or in any
other capacity while serving as a director or officer
shall be indemnified and held harmless by the Corporation
to the fullest extent authorized by applicable Federal and
state law, as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to
provide broader indemnification rights than such law
permitted the Corporation to provide prior to such
amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines ERISA excise
taxes or penalties and amounts paid in settlement)
reasonably incurred or suffered by such indemnitee in
connection therewith and such indemnification shall
continue as to an indemnitee who has ceased to be a
director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators provided,
however, that, except as provided in Section 2 hereof with
respect to proceedings to enforce rights to
indemnification, the Corporation shall indemnify any such
indemnitee in connection with a proceeding (or part
thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board
of directors of the Corporation. The right to
indemnification conferred in this Article shall be a
<PAGE>5
contract right and shall include the right to be paid by
the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition
(hereinafter an "advancement of expenses"); provided,
however, that if the applicable Federal and state law
requires, an advancement of expenses incurred by an
indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is
rendered by such indemnitee, including, without
limitation, service to an employee benefit plan) shall be
made only upon the following:
(i)
delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication"), that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise;
(ii) delivery to the Corporation by the indemnitee of a written
affirmation by the indemnitee of his good faith belief that he
has (a) conducted himself in good faith; and (b) he reasonably
believed in the case of his official capacity with the
Corporation, that his conduct was in its best interest; (c)he
reasonably believed in all other cases, that his conduct was at
least not opposed to its best interest; and (d) in the case of
any criminal proceeding, he had no reasonable cause to believe
his conduct was unlawful;
(iii) a determination is made on the facts then known to those making
the determination would not preclude indemnification under
Tennessee law.
Section 2. Right of Indemnitee to Bring Suit.
If a claim under Section 1 of this Article is not paid in full by the
Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in
which case the applicable period shall be twenty days, the indemnitee may at
any time thereafter bring suit against the Corporation to recover the unpaid
amount of the claim. If successful in whole or in part in any such suit, or
in a suit brought by the Corporation to recover an advancement of expenses
pursuant to the terms of an undertaking, the indemnitee shall be entitled to
be paid also the expense of prosecuting or defending such suit. In (i) any
suit brought by the indemnitee to enforce a right to indemnification
hereunder (but not in a suit brought by the indemnitee to enforce a right to
an advancement of expenses) it shall be a defense that, and (ii) in any such
suit by the Corporation to recover an advancement of expenses pursuant to the
terms of an under-taking the Corporation shall be entitled to recover such
expenses upon a final adjudication that, the indemnitee has not met the
application standard of conduct set forth in the Tennessee law. Neither the
failure of the Corporation (including its board of directors, independent
legal counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper in
the circumstances because the indemnitee has met the application standard of
conduct set forth in the Tennessee law, nor an actual determination by the
Corporation (including its board of directors, independent legal counsel, or
its stockholders) that the indemnitee has not met such applicable standard of
conduct, shall create a presumption that the indemnitee has not met the
applicable standard
<PAGE>6
of conduct or, in the case of such a suit brought by the indemnitee, be a
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
Section 3. Non-Exclusivity of Rights.
The rights to indemnification and to the advancement of expenses conferred
in this Article shall not be exclusive of any other right which any person
may have or hereafter acquire under any statute, the Corporation's Articles
of Incorporation, bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.
Section 4. Insurance.
The Corporation may maintain insurance, at its expense, to protect itself
and any director or officer of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability of loss under
Tennessee Business Corporations Law.
Section 5. Indemnification of Employees and Agents of the Corporation. The
Corporation may, to the extent authorized from time to time by the board of
directors, grant rights to indemnification, and to the advancement of
expenses to any employee or agent of the Corporation to the fullest extent
of the provisions of this Section with respect to the indemnification and
advancement of expenses of directors and officers of the Corporation.
c. The Corporation hereby adopts the following as Article
14 of its Charter:
Article 14: Elimination of Liability of Directors for Monetary Damages
for Certain Alleged Breaches of Fiduciary Duty
A director of this corporation shall not be personally liable to the
corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (I) for any breach of
the director's duty of loyalty to the corporation or its stockholders;
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) or under TCA 48-18-304.
No provision will eliminate or limit the liability of a director for any
act or omission occurring prior to the date when such provisions become
effective.
3. The amendments were duly adopted by a majority vote of the
shareholders on April 18, 1989.
4. The amendment shall be effective upon the filing of these
Articles with the Secretary of State.
Dated May 2, 1989.
FIRST CITIZENS BANCSHARES, INC.
By: (Stallings Lipford)
Stallings Lipford, President
<PAGE>7
ARTICLES OF AMENDMENT TO THE CHARTER
OF
FIRST CITIZENS BANCSHARES, INC.
CONTROL #0123149
Pursuant to the provisions of Section 48-303 of the Tennessee General
Corporation Act, the undersigned corporation adopted the following article of
amendment to its Charter:
1. The name of the corporation is First Citizens Bancshares, Inc.
2. The amendment adopted is:
a. The corporation hereby adopts the following amendment to
Article 6 of its Charter by restating as follows:
Article 6: The maximum number of shares which the Corporation shall have
the authority to issue is two million (2,000,000) shares which shall
have a par value of One Dollar ($1.00)
3. The amendment was duly adopted by a majority vote of the
shareholders on April 20, 1994.
4. The amendment shall be effective upon the filing of this Article
with the Secretary of State.
Dated May 25, 1994
First Citizens Bancshares, Inc.
By: (Katie Winchester)
Katie Winchester, President
<PAGE>8
BYLAWS OF
FIRST CITIZENS BANCSHARES, INC.
ARTICLE I
MEETINGS OF SHAREHOLDERS
l. Annual Meeting. The annual meeting of the shareholders of First
Citizens Bancshares, Inc. (the "Corporation") shall be held on the
second Tuesday in April of each year at its principal office unless a
different time or place, either within or without Tennessee, is designated
by the Directors.
2. Special Meetings. Special meetings of the shareholders may be
called by any director and/or the President and Chief Executive Officer;
provided, however, that a special meeting at which a tender offer or
exchange offer, a merger or consolidation of the Corporation with or into
another corporation, or any offer to purchase or otherwise acquire all or
substantially all of the assets of the Corporation are to be considered may
be called only by the President and Chief Executive Officer of the
Corporation. The place of such meetings shall be designated by the
directors.
3. Notice of Shareholder Meetings. Written or printed notice stating
the place, day, and hour of the meeting, and, in the case of a special
meeting, the purpose or purposes for which the meeting is called and the
person or persons calling the meeting, shall be delivered either personally
or by mail by or at the direction of the President, Secretary, officer, or
person calling the meeting, to each shareholder entitled to vote at the
meeting. If mailed, such notice shall be mailed not less than ten (10) nor
more than sixty (60) days before the date of the meeting, by depositing
such notice in the United States mail addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid. If delivered personally, such notice shall be
delivered not less than five (5) nor more than sixty (60) days before the
date of the meeting, and shall be deemed delivered when actually received
by the shareholder. The person giving such notice shall certify that the
notice required by this paragraph has been given.
4. Quorum Requirements. A majority of the shares entitled to vote
shall constitute a quorum for the transaction of business. A meeting may be
adjourned despite the absence of a quorum, and notice of an adjourned
meeting need not be given if the time and place to which the meeting is
adjourned are announced at the meeting at which the adjournment is taken.
When a quorum is present at any meeting, a majority in interest of the
stock there represented shall decide any question brought before such
meeting, unless the question is one upon which, by express provision of
this Corporation's charter, these bylaws, or by the laws of Tennessee, a
larger or different vote is required, in which case such express provisions
shall govern the decision of such question.
5. Voting and Proxies. Every shareholder entitled to vote at a meeting
may do so either in person or by written proxy, which proxy shall be filed
with the secretary of the meeting before being voted. Such proxy shall
entitle the holders thereof to vote at any adjournment of such meeting, but
shall not be valid after the final adjournment thereof. No proxy shall be
valid after the expiration of eleven (11) months from the date of its
execution unless otherwise provided in the proxy.
<PAGE>9
ARTICLE II
BOARD OF DIRECTORS
l. Qualification and Election of Directors. Directors must be
shareholders. The terms of the initial Board of Directors elected by the
shareholder(s) shall be set so as to implement staggered terms, i.e. the
terms of one-third (or as near one-third as possible) of the directors shall
be one year, the terms of one-third shall be two years and the terms of
one-third shall be three years. Thereafter, one-third of the directors shall
be elected by a majority of the votes cast at each annual meeting of the
shareholders, or by similar vote at any special meeting called for the
purpose, to serve three year terms. Each director shall hold office until the
expiration of the term for which he is elected, except as stated above, and
thereafter until his successor has been elected and qualified. Any vacancy
occurring in the Board of Directors shall be filled by appointment by the
remaining directors, and any director so appointed shall serve until the next
election, for the remainder of the term of the director being replaced, or
for a full term, at the option of the directors.
2. Number. The maximum number of directors is fixed by the Charter and may
be altered only by amendment thereto, but shall never be less than the number
required by law. The Board of Directors may, by a vote of the majority of the
full Board, between annual meetings of the shareholders, increase the membership
of the Board up to the maximum number set out in the Charter and by like vote
appoint qualified persons to fill the vacancies created thereby.
3. Meetings. The annual meeting of the Board of Directors shall be held
immediately after the adjournment of the annual meeting of the shareholders, at
which time the officers of the Corporation shall be elected. The Board may also
designate more frequent intervals for regular meetings. Special meetings may be
called at any time by any one director or any two officers of the Corporation.
4. Notice of Directors' Meetings. The annual and all regular Board
Meetings may be held without notice. Special meetings shall be held with not
less than one hour notice of such meeting to be given to each director, which
notice shall be given on a best efforts basis by those calling the meeting.
5. Quorum and Vote. The presence of a majority of the directors shall
constitute a quorum for the transaction of business. A meeting may be adjourned
despite the absence of a quorum, and notice of an adjourned meeting need not be
given if the time and place to which the meeting is adjourned are fixed at the
meeting at which the adjournment is taken, and if the period of adjournment does
not exceed thirty (30) days in any one adjournment. The vote of a majority of
the directors present at a meeting at which a quorum is present shall be the act
of the Board, unless the vote of a greater number is required by the charter,
these bylaws, or by the laws of Tennessee.
6. Appointment of Chairman, Executive and Other Committees. The Chairman
of the Board of Directors of the corporation shall also serve as an officer of
the corporation. The Board of Directors, by a resolution adopted by a majority
of its members, may designate an executive committee, consisting of two or more
directors, and other committees, consisting of two or more persons, who may or
may not be directors, and may delegate to such Chairman, committee or committees
any and all such authority as it deems desirable, including the right to
delegate to an executive committee the power to exercise all the authority of
the Board of Directors in the management of the affairs and property of the
corporation.
<PAGE>10
7. Powers. In addition to other powers specifically set out herein
or that apply under Tennessee or other applicable law, the Board of
Directors shall have the power to manage and administer the affairs of
the Corporation and to do and perform all lawful acts with respect to the
affairs of the Corporation except those that may be specifically reserved
to the shareholders under Tennessee or other applicable law.
8. Contracts with Interested Directors. No contract or other
transaction between this Corporation and any other corporation shall be
affected by the fact that any director of this Corporation is interested
in, or is a director or officer of, such other corporation, and any
director, individually or jointly, may be a party to, or may be
interested in, any contract or transaction of this Corporation or in
which this Corporation is interested; and no contract, or other
transaction, of this Corporation with any person, firm, or corporation,
shall be affected by the fact that any director of this Corporation is a
party to, or is interested in, such contract, act, or transaction, or is
in any way connected with such person, firm, or corporation and every
person who may become a director of this Corporation is hereby relieved
from any liability that might otherwise exist from contracting with the
Corporation for the benefit of himself or any firm, association, or
corporation in which he may be in any way interested.
9. Special Considerations by Directors. The directors of this
Corporation shall consider all factors they deem relevant in evaluating
any proposed tender offer or exchange offer for the Corporation's stock,
any proposed merger or consolidation of the Corporation with or into
another Corporation and any proposal to purchase or otherwise acquire all
of the assets of the Corporation. The directors shall evaluate whether
the proposal is in the best interests of the Corporation by considering
the best interests of the shareholders and other factors the directors
determine to be relevant, including the social, legal and economic
effects on employees, customers and the communities served by the
Corporation and its subsidiary or subsidiaries. The directors shall
evaluate the consideration being offered to the shareholders of the
Corporation in a freely negotiated transaction, and the directors'
estimate of the future value of shares of the Corporation as an
independent entity.
ARTICLE III
OFFICERS
l. Number. The Corporation shall have a President, a Chairman of
the Board, a Secretary, and such other officers as the Board of
Directors shall from time to time deem necessary. Any two or more
offices may be held by the same person, except the offices of president
and secretary.
2. Election and Term. The officers shall be elected by the Board
at its annual meeting for terms of one year. Each officer shall serve
until the expiration of the term which he is elected, and thereafter
until his successor has been elected and qualified.
3. Duties. All offices shall have such authority and perform such
duties in the management of the Corporation as are normally incident
to their offices and as the Board of Directors may from time to time
provide.
ARTICLE IV
RESIGNATIONS, REMOVALS AND VACANCIES
l. Resignations. Any officer or director may resign at any time
by giving written notice to the Chairman of the Board of Directors, the
president, or the secretary. Any such resignation shall take effect at
the time specified therein, or, if no time is specified, then upon its
acceptance by the Board of Directors.
<PAGE>11
2. Removal of Officers. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
Corporation will be served thereby.
3. Removal of Directors. Any or all of the directors may be removed
with cause by a proper vote of the shareholders or with cause by a majority
vote of the entire Board of Directors.
4. Vacancies. Newly created directorships resulting from an increase in the
number of directors, and vacancies occurring in any office or directorship for
any reason, including removal of an officer or director, may be filled by the
vote of a majority of the directors then in office, even if less than a quorum
exists.
ARTICLE V
CAPITAL STOCK
l. Stock Certificates. Every shareholder shall be entitled to a
certificate or certificates of capital stock of the Corporation in such
form as may be prescribed by the Board of Directors. Unless otherwise
decided by the Board of Directors, such certificates shall be signed by two
officers of the Corporation.
2. Transfer of Shares. Any share or shares of stock may be transferred on
the books of the Corporation by delivery and surrender of the properly assigned
certificate, but subject to any restrictions on transfer imposed by either the
applicable securities laws or any shareholder agreement.
3. Loss of Certificates. In the case of the loss, mutilation, or
destruction of a certificate of stock, a duplicate certificate may be
issued upon such terms as the Board of Directors shall prescribe.
ARTICLE VI
ACTION BY CONSENT
Whenever the shareholders or directors are required or permitted to take
any action by vote, such action may be taken without a meeting on written
consent, setting forth the action so taken, signed by all the persons or
entities entitled to vote thereon.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
1. Right to Indemnification. Each person who was or is made a party or is
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she is or was a
director or officer of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to an employee benefit plan (hereinafter an
"indemnitee"), whether the basis of such proceeding is alleged action in an
official capacity as a director or officer or in any other capacity while
serving as a director or officer shall be indemnified and held harmless by the
Corporation to the fullest extend authorized by Tennessee law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than such law permitted the Corporation to provide prior
to such amendment), against all expense, liability and loss (including attorneys
fees, judgements, fines ERISA excise taxes or penalties and amounts paid in
settlement) reasonably incurred or suffered by such indemnitee in connection
therewith and such indemnification shall continue as to an indemnitee who has
ceased to be a director or officer and shall inure to the benefit of the
indemnitee's heirs, executors and administrators; provided, however, that,
except as provided in Section 2
<PAGE>12
hereof with respect to proceedings to enforce rights to indemnification,
the Corporation shall indemnify any such indemnitee in connection with a
proceeding (or part thereof) initiated by such indemnitee only if such
proceeding (or part thereof) was authorized by the board of directors of
the corporation.
The right to indemnification conferred in this Article shall be a
contract right and shall include the right to be paid by the Corporation
the expenses incurred in defending any such proceeding in advance of its
final disposition (hereinafter an "advancement of expenses"); provided,
however, that if the Tennessee law requires, an advancement of expenses
incurred by an indemnitee in his or her capacity as a director or officer
(and not in any other capacity in which service was or is rendered by such
indemnitee, including, without limitation, service to an employee benefit
plan) shall be made only upon the following:
(i) delivery to the Corporation of an undertaking (hereinafter an
"undertaking"), by or on behalf of such indemnitee, to repay all
amounts so advanced if it shall ultimately be determined by final
judicial decision from which there is no further right to appeal
(hereinafter a "final adjudication"), that such indemnitee is not
entitled to be indemnified for such expenses under this Section or
otherwise;
(ii) delivery to the Corporation by the indemnitee of a written
affirmation by the indemnitee of his good faith belief that he has
a) conducted himself in good faith; and (b) he reasonably believed
in the case of his official capacity with the Corporation, that his
conduct was in its best interest; (c) he reasonably believed in all
other cases, that his conduct was at least not opposed to its best
interest; and (d) in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful;
(iii) a determination is made on the facts then known to those making the
determination would not preclude indemnification under Tennessee law.
2. Right of Indemnitee to Bring Suit. If a claim under Section 1 of
this Article is not paid in full by the Corporation within sixty days after
a written claim has been received by the Corporation, except in the case of
a claim for an advancement of expenses, in which case the applicable period
shall be twenty days, the indemnitee may at any time thereafter bring suit
against the Corporation to recover the unpaid amount of the claim. If
successful in whole or in part in any such suit, or in a suit brought by
the Corporation to recover an advancement of expenses pursuant to the terms
of an undertaking, the indemnitee shall be entitled to be paid also the
expense of prosecuting or defending such suit. In (I) any suit brought by
the indemnitee to enforce a right to indemnification hereunder (but not in
a suit brought by the indemnitee to enforce a right to an advancement of
expenses) it shall be a defense that, and (ii) in any such suit by the
Corporation to recover an advancement of expenses pursuant to the terms of
an undertaking the Corporation shall be entitled to recover such expenses
upon a final adjudication that, the indemnitee has not met the application
standard of conduct set forth in the Tennessee law. Neither the failure of
the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the
commencement of such suit that indemnification of the indemnitee is proper
in the circumstances because the indemnitee has met the application
standard of conduct set forth in the Tennessee law, nor an actual
determination by the Corporation (including its board of directors,
independent legal counsel, or its stockholders) that the indemnitee has not
met such applicable standard of conduct, shall create a presumption that
the indemnitee has not met the applicable standard of conduct or, in the
case of such a suit brought by the indemnitee, be a
<PAGE>13
defense to such suit. In any suit brought by the indemnitee to enforce a
right to indemnification or to an advancement of expenses hereunder, or by
the Corporation to recover an advancement of expenses pursuant to the
terms of an undertaking, the burden of proving that the indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this
Article or otherwise shall be on the Corporation.
3. Non-Exclusivity of Rights. The rights to indemnification and to the
advancement of expenses conferred in this Article shall not be exclusive
of any other right which any person may have or hereafter acquire under
any statute, the Corporation's Articles of Incorporation, bylaws,
agreement, vote of stockholders or disinterested directors or otherwise.
4. Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director or officer of the Corporation or another
corporation, partnership, joint venture, trust or other enterprise against
any expense, liability or loss, whether or not the Corporation would have
the power to indemnify such person against such expense, liability of loss
under Tennessee Business Corporations Law.
5. Indemnification of Employees and Agents of the Corporation.
The Corporation may, to the extent authorized from time to time by the
board of directors, grant rights to indemnification, and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Section with respect to the
indemnification and advancement of expenses of directors and officers of
the Corporation.
ARTICLE VIII
AMENDMENT OF BYLAWS
These bylaws may be amended, added to, or repealed by vote of
two-thirds (2/3) of the directors at a regular or special meeting of the
Board of Directors. Any change in the bylaws made by the Board of
Directors, however, may be amended or repealed by the shareholders.
CERTIFICATION
I certify that these Bylaws were adopted at the shareholder's meeting
of the Corporation held on the 4th day of January, 1983.
(Judy Long)
Secretary
<PAGE>1
DATA STATED IN THOUSANDS
VOLUNTARY SCHEDULE - CERTAIN FINANCIAL INFORMATION
REGULATION STATEMENT CAPTION 1999 1998 1997
5-02 (1) Cash and Cash Items 17410 29720 13771
5-02 (2) Marketable Securities 99137 109730 71176
5-02 (3)(b)(1) Notes Receivable 325377 307331 229277
5-02 (4) Allowance for Doubtful Accounts 3718 3872 2789
5-02 (15) Total Assets 472670 472153 333288
5-02 (24) Other Liabilities 428990 429071 300162
5-02 (30) Common Stock 3705 3690 751
5-02 (31)(a)(2) Additional Capital Other 15034 14591 10669
5-02 (31)(a)(3)(ii) Retained Earnings-Unappropriated 24941 24801 21705
5-03 (b)(1)(e) Other Revenues 41756 39841 34739
5-03 (b)(2)(e) Cost of Other Revenues 16129 15869 12897
5-03 (b)(8) Interest and Amortization of
Debt Discount 16780 17288 14677
5-03 (b)(10) Income Before Taxes & Other Items 8847 6684 7165
5-03 (b)(11) Income Tax Expense 3048 2210 2435
5-03 (b)(14) Income/Loss from Continuing
Operations 5799 4474 4730
5-03 (b)(17) Cumulative Change in Accounting
5-03 (b)(19) Net Income or Loss 5799 4474 4730
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