SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2001 Commission File No. 0-10852 SOUTHERN BANCSHARES (N.C.), INC. (Exact name of registrant as specified in its charter) DELAWARE 56-1538087 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 121 East Main Street Mount Olive, North Carolina 28365 (Address of Principal Executive offices) (Zip Code) Registrant's Telephone Number, including Area Code: (919) 658-7000 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Indicate the number of shares outstanding of the Registrant's common stock as of the close of the quarter covered by this report. 114,874 shares Part i - FINANCIAL INFORMATION Item 1 - Financial Statements (Unaudited) SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES June 30, December 31, CONSOLIDATED BALANCE SHEETS 2001 2000 ---------------- --------------- (Dollars in thousands except per share data) ASSETS Cash and due from banks $ 38,829 $ 42,944 Federal funds sold 9,500 12,840 Investment securities: Available-for-sale, at fair value (amortized cost $106,694 and $96,633, respectively) 124,574 111,573 Held-to-maturity, at amortized cost (fair value $74,938 and $96,416, respectively) 73,730 95,545 Loans 537,445 496,966 Less allowance for loan losses (7,296) (7,284) ---------------- --------------- Net loans 530,149 489,682 Premises and equipment 30,909 29,313 Intangible assets 11,726 13,789 Accrued interest receivable 6,104 6,482 Other assets 2,041 1,273 ---------------- --------------- Total assets $ 827,562 $ 803,441 ================ =============== LIABILITIES Deposits: Noninterest-bearing $ 114,683 $ 107,695 Interest-bearing 599,826 590,790 ---------------- --------------- Total deposits 714,509 698,485 Short-term borrowings 15,097 15,427 Long-term obligations 23,000 23,000 Accrued interest payable 3,738 4,117 Other liabilities 4,546 2,730 ---------------- --------------- Total liabilities 760,890 743,759 ---------------- --------------- SHAREHOLDERS' EQUITY Series B non-cumulative preferred stock, no par value; 408,728 shares authorized; 365,962 and 367,524 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively 1,782 1,790 Series C non-cumulative preferred stock, no par value; 43,631 shares authorized; 39,825 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively 555 555 Common stock, $5 par value; 158,485 shares authorized; 114,874 and 115,209 shares issued and outstanding at June 30, 2001 and December 31, 2000, respectively 575 576 Surplus 10,000 10,000 Retained earnings 41,959 36,901 Accumulated other comprehensive income 11,801 9,860 ---------------- --------------- Total shareholders' equity 66,672 59,682 ---------------- --------------- Total liabilities and shareholders' equity $ 827,562 $ 803,441 ================ =============== The accompanying notes are an integral part of these consolidated financial statements. 2 SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES (Unaudited) CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE Three Months Ended June 30, INCOME 2001 2000 ---- ---- (Dollars in thousands except share and per share data) Interest income: Loans $ 10,969 $ 9,024 Investment securities: U. S. Government 2,241 2,236 State, county and municipal 356 491 Other 169 141 ---------------- --------------- Total investment securities interest income 2,766 2,868 Federal funds sold 287 301 ---------------- --------------- Total interest income 14,022 12,193 Interest expense: Deposits 6,182 5,327 Short-term borrowings 131 97 Long-term obligations 518 518 ---------------- --------------- Total interest expense 6,831 5,942 ---------------- --------------- Net interest income 7,191 6,251 Provision for loan losses 250 75 ---------------- --------------- Net interest income after provision for loan losses 6,941 6,176 Noninterest income: Service charges on deposit accounts 1,291 993 Investment securities (losses) gains, net 297 -- Other service charges and fees 371 401 Loss on sale of loans (46) -- Other 348 96 ---------------- --------------- Total noninterest income 2,261 1,490 Noninterest expense: Personnel 3,490 2,902 Data processing 617 579 Intangibles amortization 985 594 Occupancy 623 515 Furniture and equipment 399 430 Professional fees 157 180 Other 1,156 929 ---------------- --------------- Total noninterest expense 7,427 6,129 ---------------- --------------- Income before income taxes 1,775 1,537 Income taxes 590 330 ---------------- --------------- Net income 1,185 1,207 ---------------- --------------- Other comprehensive income (loss) net of tax: Unrealized (losses) gains arising during period 1,244 (343) Less: reclassification adjustment for gains included in net income 196 -- ---------------- --------------- Total comprehensive (loss) income $ 1,048 $ (343) ================ =============== Per share information: Net income per common share $ 9.53 $ 9.40 Cash dividends declared on common shares 0.37 0.37 Weighted average common shares outstanding 114,933 118,267 ================ =============== (Unaudited) Six Months Ended June 30 2001 2000 ---- ---- Interest income: Loans $ 21,855 $ 17,458 Investment securities: U. S. Government 4,426 4,194 State, county and municipal 815 969 Other 299 297 --------------- ---------------- Total investment securities interest income 5,540 5,460 Federal funds sold 695 611 --------------- ---------------- Total interest income 28,090 23,529 Interest expense: Deposits 12,847 10,065 Short-term borrowings 308 160 Long-term obligations 1,035 1,035 --------------- ---------------- Total interest expense 14,190 11,260 --------------- ---------------- Net interest income 13,900 12,269 Provision for loan losses 400 150 --------------- ---------------- Net interest income after provision for loan losses 13,500 12,119 Noninterest income: Service charges on deposit accounts 2,466 1,855 Investment securities (losses) gains, net 4,624 (843) Other service charges and fees 725 686 Loss on sale of loans (46) -- Other 493 276 --------------- ---------------- Total noninterest income 8,262 1,974 Noninterest expense: Personnel 6,920 5,725 Data processing 1,226 1,058 Intangibles amortization 2,017 1,051 Occupancy 1,241 1,010 Furniture and equipment 744 812 Professional fees 300 409 Other 2,286 1,856 --------------- ---------------- Total noninterest expense 14,734 11,921 --------------- ---------------- Income before income taxes 7,028 2,172 Income taxes 1,640 460 --------------- ---------------- Net income 5,388 1,712 --------------- ---------------- Other comprehensive income (loss) net of tax: Unrealized (losses) gains arising during period 4,993 (2,223) Less: reclassification adjustment for gains included in net income 3,052 (556) --------------- ---------------- Total comprehensive (loss) income $ 1,941 $ (1,667) =============== ================ Per share information: Net income per common share $ 45.28 $ 12.83 Cash dividends declared on common shares 0.75 0.75 Weighted average common shares outstanding 115,022 118,520 =============== ================ The accompanying notes are an integral part of these consolidated financial statements. 3 SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000 (Dollars in thousands except per share data) (Unaudited) Preferred Stock Common Stock ---------------------------------------------------- ------------------------ Series B Series C -------------------------- ----------------------- Shares Amount Shares Amount Shares Amount ------------ ----------- ----------- --------- ------------ --------- Balance, December 31, 1999 397,370 $1,936 39,825 $555 118,912 $595 Net income Purchase and retirement of stock (26,829) (131) (687) (4) Cash dividends: Common stock ($.75 per share) Preferred B ($.44 per share) Preferred C ($.44 per share) Unrealized loss on securities available-for-sale, net of tax of $859 ------------ ----------- ----------- --------- ------------ --------- Balance, June 30, 2000 370,541 $1,805 39,825 $555 118,225 $591 ============ =========== =========== ========= ============ ========= Balance, December 31, 2000 367,524 $1,790 39,825 $555 115,209 $576 Net income Purchase and retirement of stock (1,562) (8) (335) (1) Cash dividends: Common stock ($.75 per share) Preferred B ($.44 per share) Preferred C ($.44 per share) Unrealized gain on securities available-for-sale, net of tax of $1,000 ------------ ----------- ----------- --------- ------------ --------- Balance, June 30, 2001 365,962 $1,782 39,825 $555 114,874 $575 ============ =========== =========== ========= ============ ========= Accumulated Other Compre- Total Retained hensive Shareholders' Surplus Earnings Income Equity ------------ ------------- ---------------- ---------------------- Balance, December 31, 1999 $10,000 $34,606 $7,252 $54,944 Net income 1,712 1,712 Purchase and retirement of stock (294) (429) Cash dividends: Common stock ($.75 per share) (88) (88) Preferred B ($.44 per share) (173) (173) Preferred C ($.44 per share) (18) (18) Unrealized loss on securities available-for-sale, net of tax of $859 (1,667) (1,667) ------------ ------------- ---------------- ---------------------- Balance, June 30, 2000 $10,000 $35,745 $5,585 $54,281 ============ ============= ================ ====================== Balance, December 31, 2000 $10,000 $36,901 $9,860 $59,682 Net income 5,388 5,388 Purchase and retirement of stock (65) (74) Cash dividends: Common stock ($.75 per share) (85) (85) Preferred B ($.44 per share) (162) (162) Preferred C ($.44 per share) (18) (18) Unrealized gain on securities available-for-sale, net of tax of $1,000 1,941 1,941 ------------ ------------- ---------------- ---------------------- Balance, June 30, 2001 $10,000 $41,959 $11,801 $66,672 ============ ============= ================ ====================== The accompanying notes are an integral part of these consolidated financial statements. 4 SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six months ended June 30, (Thousands) 2001 2000 -------------- ------------- OPERATING ACTIVITIES: Net income $ 5,388 $ 1,712 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 400 150 Investment securities (gain) loss, net (4,624) 843 Loss on sale of loans 46 - Loss on sale and abandonment of premises and equipment 37 8 Net accretion on discounts on investments (35) (43) Amortization of intangibles 2,017 1,051 Depreciation 757 843 Net increase in accrued interest receivable 378 (979) Net decrease in accrued interest payable (379) (280) Net decrease (increase) in other assets (764) 239 Net (decrease) increase in other liabilities 1,816 (1,230) -------------- ------------- NET CASH PROVIDED BY OPERATING ACTIVITIES 5,037 2,314 -------------- ------------- INVESTING ACTIVITIES: Proceeds from maturities and issuer calls of investment securities available-for-sale 25,323 12,162 Proceeds from maturities and issuer calls of investment securities held-to-maturity 29,803 23,666 Proceeds from sale of loans 14,551 - Purchases of investment securities held-to-maturity (7,713) (41,863) Purchases of investment securities available-for-sale (32,000) (20,000) Net cash received for branches acquired - 26,074 Net increase in loans (55,468) (19,705) Purchases of fixed assets (2,344) (2,800) -------------- ------------- NET CASH USED BY INVESTING ACTIVITIES (27,848) (22,466) -------------- ------------- FINANCING ACTIVITIES: Net increase (decrease) in demand and interest-bearing demand deposits (567) 1,376 Net increase (decrease) in time deposits 16,591 7,309 Net change in short-term borrowed funds (329) 1,597 Cash dividends paid (265) (279) Purchase and retirement of stock (74) (429) -------------- ------------- NET CASH PROVIDED BY FINANCING ACTIVITIES 15,356 9,574 -------------- ------------- NET DECREASE IN CASH AND CASH EQUIVALENTS $ (7,455) $ (10,578) CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR 55,784 48,894 -------------- ------------- CASH AND CASH EQUIVALENTS AT THE END OF PERIOD $ 48,329 $ 38,316 ============== ============= SUPPLEMENTAL DISCLOSURES OF CASH PAID DURING THE PERIOD FOR: Interest $ 14,569 $ 11,540 Income taxes $ 1,287 $ 484 ============== ============= SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES: Unrealized gain (loss) on securities available-for-sale, net of tax (expense) and benefit of $1,000 and $859, respectively $ 1,941 ($1,667) Foreclosed loans transferred to other real estate $ 49 - The accompanying notes are an integral part of these consolidated financial statements. 5 SOUTHERN BANCSHARES (N. C.), INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements Note 1. Summary Of Significant Accounting Policies Basis of Financial Statement Presentation Southern BancShares (N. C.), Inc. ("BancShares") is the holding company for Southern Bank and Trust Company ("Southern"), which operates 48 banking offices in eastern North Carolina, and Southern Capital Trust I (the "Trust"), a statutory business trust that issued $23.0 million of 8.25% Capital Securities ("the Capital Securities") in June 1998 maturing in 2028. BancShares irrevocably and unconditionally guarantees the Trust's obligations. Southern, which began operations January 29, 1901, has a wholly-owned subsidiary, Goshen, Inc. which acts as agent for credit life and credit accident and health insurance written in connection with loans made by Southern. BancShares and Southern are headquartered in Mount Olive, North Carolina. The consolidated financial statements in this report are unaudited. In the opinion of management, all adjustments (none of which were other than normal accruals) necessary for a fair presentation of the financial position and results of operations for the quarters presented have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting periods. Actual results could differ from those estimates. The statements should be read in conjunction with the consolidated financial statements and accompanying notes for the year ended December 31, 2000, incorporated by reference in the 2000 Annual Report on Form 10-K. Principles of Consolidation The consolidated financial statements include the accounts of BancShares and its wholly-owned subsidiaries, Southern and the Trust. The statements also include the accounts of Goshen, Inc., a wholly-owned subsidiary of Southern. BancShares' financial resources are primarily provided by dividends from Southern. All significant intercompany balances have been eliminated in consolidation. 6 Cash And Cash Equivalents For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks and federal funds sold. Federal funds are purchased and sold for one day periods. In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. This statement, as amended by Statement 137, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Earlier application of all provisions of this statement was encouraged. BancShares adopted this statement on January 1, 2001 with no impact to the Company's consolidated financial statements. In July 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FAS Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. At this time BancShares has not determined what effect that the adoption of SFAS No. 141 and 142 will have on the consolidated financial statements. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation. Such reclassifications had no effect on net income or shareholders' equity as previously reported. SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES Notes to consolidated financial statements Dollars in thousands Note 2. Investment securities June 30, 2001 ----------------------------------------------------------------- (In thousands, unaudited) Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value --------------- -------------- -------------- ---------------- SECURITIES HELD-TO-MATURITY: U.S. Government $61,048 810 - $61,858 Obligations of states and political subdivisions 12,582 399 (1) 12,980 Corporate debenture 100 - - 100 --------------- -------------- -------------- ---------------- 73,730 1,209 (1) 74,938 --------------- -------------- -------------- ---------------- SECURITIES AVAILABLE-FOR-SALE: U.S. Government $ 86,073 1,249 - $ 87,322 Marketable equity securities 11,768 16,337 (26) 28,079 Obligations of states and political subdivisions 7,916 304 (1) 8,219 Mortgage-backed securities 937 18 (1) 954 --------------- -------------- -------------- ---------------- 106,694 17,908 (28) 124,574 --------------- -------------- -------------- ---------------- Totals $ 180,424 $19,117 $ (29) $ 199,512 =============== ============== ============== ================ Note 2. Investment securities December 31, 2000 ---------------------------------------------------------------- (In thousands, unaudited) Gross Gross Amortized Unrealized Unrealized Fair Cost Gains Losses Value ---------------- -------------- ------------- --------------- SECURITIES HELD-TO-MATURITY: U.S. Government $73,215 433 (24) $73,624 Obligations of states and political subdivisions 22,230 464 (1) 22,693 Corporate debenture 100 - (1) 99 ---------------- -------------- ------------- --------------- 95,545 897 (26) 96,416 ---------------- -------------- ------------- --------------- SECURITIES AVAILABLE-FOR-SALE: U.S. Government $ 73,997 509 (31) $ 74,475 Marketable equity securities 13,324 14,232 (157) 27,399 Obligations of states and political subdivisions 8,177 387 - 8,564 Mortgage-backed securities 1,135 11 (11) 1,135 ---------------- -------------- ------------- --------------- 96,633 15,139 (199) 111,573 ---------------- -------------- ------------- --------------- Totals $192,178 $16,036 $ (225) $ 207,989 ================ ============== ============= =============== 7 During the six months ended June 30, 2000, management of BancShares reviewed its portfolio of securities available-for-sale and determined that certain marketable equity securities had declines in their value that were deemed to be other than temporary. Accordingly, BancShares recorded a charge of $855,000 to investment securities gains (losses) in the accompanying consolidated statement of income and comprehensive income for the three and six months ended June 30, 2000 for this amount and reduced the carrying amount of the related investments accordingly. There is no assurance that future charges to earnings for other than temporary declines in the fair values of these or other investment securities will be required. Note 4. ALLOWANCE FOR LOAN LOSSES (Dollars in thousands) (Unaudited) Six Months Ended June 30, -------------------------------- 2001 2000 --------------- -------------- Balance at beginning of year $ 7,284 $ 6,188 Provision for loan losses 400 150 Loans charged off (351) (155) Loan recoveries 58 168 Sale of credit card portfolio (95) - --------------- -------------- Balance at end of the period $ 7,296 $ 6,351 =============== ============== Note 5. Earnings Per Common Share Earnings per common share are computed by dividing income applicable to common shares by the weighted average number of common shares outstanding during the period. Income applicable to common shares represents net income reduced by dividends paid to preferred shareholders. Since BancShares had no potentially dilutive securities during 2001 or 2000, the computation of basic and diluted earnings per share is the same. The following table presents the components of the earnings per share computations: Note 5. EARNINGS PER COMMON SHARE (Unaudited) (Unaudited) (Dollars in thousands) Three Months Ended June 30, Six Months Ended June 30, -------------------------------- -------------------------------- 2001 2000 2001 2000 --------------- -------------- -------------- ------------- Net income $ 1,185 $ 1,207 $ 5,388 $ 1,712 Less: Preferred dividends (90) (95) (180) (191) --------------- -------------- -------------- ------------- Net income applicable to common shares $ 1,095 $ 1,112 $ 5,208 $ 1,521 =============== ============== ============== ============= Weighted average common shares outstanding during the period 114,933 118,267 115,022 118,520 =============== ============== ============== ============= Note 6. Related Parties BancShares has entered into various service contracts with another bank holding company (the "Corporation") and its subsidiary. The Corporation has two significant shareholders, who also are significant shareholders of BancShares. The first significant shareholder is a director of BancShares and, at June 30, 2001, beneficially owned 32,607 shares, or 28.39%, of BancShares' outstanding common stock and 4,966 shares, or 1.36%, of BancShares' outstanding Series B preferred stock. At the same date, the second significant shareholder beneficially owned 27,522 shares, or 23.96%, of BancShares' outstanding common stock. 8 These two significant shareholders are directors and executive officers of the Corporation and at June 30, 2001, beneficially owned 2,527,814 shares, or 28.68%, and 1,452,494 shares, or 16.48%, of the Corporation's outstanding Class A common stock, and 649,188 shares, or 38.26%, and 199,052 shares, or 11.73%, of the Corporation's outstanding Class B common stock. The above totals include 478,728 Class A common shares, or 5.43%, and 104,644 Class B Common shares, or 6.17%, that are considered to be beneficially owned by both of the shareholders and, therefore, are included in each of their totals. A subsidiary of the Corporation is First-Citizens Bank & Trust Company ("First Citizens"). In 2000 Southern acquired two Rocky Mount, North Carolina offices and one Nashville, North Carolina office of First Citizens containing $66.1 million of deposits and $75.8 million of loans. Southern paid $6.7 million to First Citizens for this acquisition. In May 2001 Southern sold its $3.2 million credit card portfolio to First Citizens, recording a gain of approximately $250,000 on the sale. Southern continues to offer its customers a credit card with the Southern Bank brand through First Citizens but the loans are owned by First Citizens. The following table lists the various charges paid to the Corporation during the six months ended June 30, 2001 and the six months ended June 30, 2000: (Dollars in thousands) (Unaudited) Six Months Ended June 30, ---------------------------------------- 2001 2000 ------------------ ----------------- Data and item processing $1,160 $1,221 Forms, supplies and equipment 314 145 Trustee for employee benefit plans 32 45 Consulting fees 51 40 Other services 63 51 ------------------ ----------------- $1,620 $1,502 ================== ================= 9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - SIX MONTHS ENDED 2001 VS. SIX MONTHS ENDED 2000 INTRODUCTION In the first six months of 2001, the net income of BancShares increased approximately $3.7 million from $1.7 million in the first six months of 2000 to $5.4 million in the first six months of 2001, an increase of 214.72%. This increase resulted primarily from $4.6 million of gains on available-for-sale securities in 2001, and an $855,000 adjustment for unrealized investment security losses, considered other than temporary, to reduce the carrying values of certain marketable equity securities in the first six months of 2000, that did not recur in 2001. One branch acquisition in February 2000, three branch acquisitions in April 2000, the opening of one new branch in September 2000 and three branch acquisitions in November 2000 resulted in increased net interest income, increased other noninterest income, increased personnel expense and other related operating expenses for the six months ended June 30, 2001. Per share net income available to common shares for the first six months of 2001 was $45.28, an increase of $32.45, or 252.92%, from $12.83 for the first six months of 2000. The annualized return on average equity increased to 11.49%, for the period ended June 30, 2001, from 6.31% for the period ended June 30, 2000 and the return on average assets increased to 0.90%, for the period ended June 30, 2001, from 0.50% for the period ended June 30, 2000. At June 30, 2001, BancShares' assets totaled $827.6 million, an increase of $24.1 million, or 3.00%, from the $803.4 million reported at December 31, 2000. During this six month period, cash and due from banks decreased $4.1 million, or 9.58% from $42.9 million to $38.8 million. During this six month period, federal funds sold decreased $3.3 million, or 26.01% from $12.8 million to $9.5 million. During this six month period, loans increased $40.5 million, or 8.15%, from $497.0 million to $537.4 million. During the six months ended June 30, 2001 investment securities decreased $8.8 million, or 4.26% from $207.1 million at December 31, 2000 to $198.3 million at June 30, 2001. Total deposits increased $16.0 million, or 2.29% from $698.5 million at December 31, 2000 to $714.5 million at June 30, 2001. The above changes resulted principally from the seasonal impact of the agricultural markets served by Southern. 10 ACQUISITIONS In February 2000 Southern acquired $1.3 million of loans and $7.1 million of deposits of the Robersonville, North Carolina office of Cooperative Bank for Savings, Inc. In April 2000 Southern acquired $5.1 million of loans and $29.4 million of deposits of the Battleboro, Nashville and Sharpsburg, North Carolina offices of Centura Bank. In November 2000 Southern acquired $75.8 million of loans and $66.1 million of deposits of the Nashville and Rocky Mount, North Carolina offices of First-Citizens Bank & Trust Company, a related party. These acquisitions were accounted for as purchases, and, therefore, the results of operations prior to purchase of the financial institutions are not included in the consolidated financial statements. The proforma impact of the acquisitions, as though they had been made at the beginning of the period presented, is not material to BancShares' consolidated financial statements, however the comparisons of the six months ended June 30, 2001 to the six months ended June 30, 2000 are impacted by the above transactions. INTEREST INCOME Interest and fees on loans increased $4.4 million, or 25.19%, from $17.5 million for the six months ended June 30, 2000 to $21.9 million for the six months ended June 30, 2001. This increase resulted from increased average balances that more than offset slightly lower loan portfolio yields. Average loans for the six months ended June 30, 2001 were $511.0 million, an increase of 25.52% from $407.1 million for the prior year period. This increase in average loans was principally the result of acquisitions and a new branch opening. The yield on the loan portfolio was 8.58% for the six months ended June 30, 2000 and 8.50% in the six months ended June 30, 2001. Interest income from investment securities, including U. S. Treasury and Government obligations, obligations of state and county subdivisions and other securities increased $80,000 or 1.47%, and totaled $5.5 million in both the six months ended June 30, 2000 and the six months ended June 30, 2001. This increase was due to an increase in the yield on the investment portfolio that more than offset a decrease in the volume of average investment securities for the six months ended June 30, 2001 to $188.6 million as compared to $199.7 million for the same 2000 period. The decrease in volume principally resulted from loan growth. The yield on investment securities was 5.49% for the six-month period ended June 30, 2000 and 5.91% for the six-month period ended June 30, 2001. 11 Interest income on federal funds sold increased $84,000, or 13.75%, from $611,000 for the six months ended June 30, 2000 to $695,000 for the six months ended June 30, 2001. This increase in income resulted from an increase in the average federal funds sold to $27.4 million for the six months ended June 30, 2001 from an average of $20.9 million for the six months ended June 30, 2000 that more than offset a decrease in the yield on federal funds. The increase in average federal funds resulted from a decrease in investments. Average federal funds sold yields decreased to 5.04% for the six months ended June 30, 2001 from 5.81% for the six months ended June 30, 2000. Total interest income increased $4.6 million or 19.38%, from $23.5 million for the six months ended June 30, 2000 to $28.1 million for the six months ended June 30, 2001. This increase was the result of a 19 basis point increase in average earning asset yields and an increase of $99.3 million in average earning assets. Average earning asset yields for the six months ended June 30, 2001 increased to 7.70% from the 7.51% yield on average earning assets for the six months ended June 30, 2000. Average earning assets increased from $627.7 million in the six months ended June 30, 2000 to $727.0 million in the six months ended June 30, 2001. This $99.3 million increase in the average earning assets resulted primarily from branch acquisitions and a de novo branch. INTEREST EXPENSE Total interest expense increased $2.9 million, or 26.02%, from $11.3 million in the six months ended June 30, 2000 to $14.2 million for the six months ended June 30, 2001. The principal reasons for this increase were increased deposit costs, increased short-term borrowings costs and increased deposits primarily from branch acquisitions and a de novo branch. BancShares' total cost of funds increased from 4.21% for the six months ended June 30, 2000 to 4.44% for the six months ended June 30, 2001. Average interest-bearing deposits were $599.9 million in the six months ended June 30, 2001, an increase of $91.4 million from the $508.5 million average in the six months ending June 30, 2000. The increase in interest-bearing deposits was primarily the result of branch acquisitions and a de novo branch. NET INTEREST INCOME Net interest income was $13.9 million for the six months ended June 30, 2001 and $12.3 million for the six months ended June 30, 2000. The interest rate spread for the six months ended June 30, 2001 was 3.27%, a decrease of 3 basis points from the 3.30% interest rate spread for the six months ended June 30, 2000. 12 ASSET QUALITY AND PROVISION FOR LOAN LOSSES For the six months ended June 30, 2001 management recorded $400,000 as a provision for loan losses. Management made a $250,000 addition to the provision for loan losses for the six months ended June 30, 2000. During the first six months of 2001 management charged-off loans totaling $351,000 and received recoveries of $58,000, resulting in net charge-offs of $293,000. During the same period in 2000, $155,000 in loans were charged-off and recoveries of $168,000 were received, resulting in net recoveries of $13,000. For the six months ended June 30, 2001 $400,000 was added to the allowance for loan losses through charges to the operations of BancShares. The allowance for loan losses accordingly increased $12,000 from December 31, 2000. The following table presents comparative Asset Quality ratios of BancShares: (Unaudited) June 30, December 31, 2001 2000 ---------------- --------------- Ratio of annualized net loans charged off to average loans 0.11% 0.04% Allowance for loan losses to loans 1.36% 1.47% Non-performing loans to loans 0.37% 0.31% Non-performing loans and assets to total assets 0.25% 0.19% Allowance for loan losses to non-performing loans 362.99% 467.22% The ratio of annualized net charge-offs to average loans outstanding increased to 0.11% for the six months ended June 30, 2001 from 0.04% for the year ended December 31, 2000. The allowance for loan losses represented 1.36% of gross loans at June 30, 2001. The allowance for loan losses represented 1.47% of gross loans at December 31, 2000. The allowance for loan losses to loans ratio was impacted primarily by the loan growth. Loans increased $40.5 million, or 8.15% from $497.0 million at December 31, 2000 to $537.4 million at June 30, 2001. During the second quarter BancShares sold its credit card portfolio. Credit card loans were considered by management to be one of the highest risk loan types and accordingly had been assigned a high reserve requirement. The allowance related to this portfolio was $95,000 at the time of sale. See the table above for the effect of the sale on the allowance. The ratio of nonperforming loans to total loans, increased from 0.31% at December 31, 2000 to 0.37% at June 30, 2001. Nonperforming loans and assets to total assets increased to 0.25% at June 30, 2001 from 0.19% at December 31, 2000. The allowance for loan losses to nonperforming loans represented 362.99% of nonperforming loans at June 30, 2001, a decrease from the 467.22% at December 31, 2000. The above performance declines resulted primarily from an increase in nonperforming loans to $2.0 million at June 30, 2001 from $1.6 million at December 31, 2000. The nonperforming loans at June 30, 2001 included $186,000 of nonaccrual loans, $1.8 million of accruing loans 90 days or more past due and no restructured loans. The nonperforming loans at December 31, 2000 included $478,000 of nonaccrual loans, $1.1 million of accruing loans 90 days or more past due and no restructured loans. BancShares had $49,000 of assets classified as other real estate at June 30, 2001. BancShares had no assets classified as other real estate at December 31, 2000. Other real estate is recorded at the lower of cost or fair value less estimated costs to sell. Subsequent costs directly related to development and improvement of property are capitalized, whereas costs relating to holding the property are expensed. 13 Management considers the June 30, 2001 allowance for loan losses to be adequate to cover the losses and risks inherent in the loan portfolio at June 30, 2001 and will continue to monitor its portfolio and to adjust the relative level of the allowance as needed. Management actively maintains a current loan watch list and knows of no other loans which are material and (i) represent or result from trends or uncertainties which management reasonably expects will materially impact future operating results, liquidity or capital resources, or (ii) represent material credits about which management is aware of any information which causes management to have serious doubts as to the ability of such borrowers to comply with the loan repayment terms. Management believes it has established the allowance in accordance with generally accepted accounting principles and in consideration of the current economic environment. While management uses the best information available to make evaluations, future adjustments may be necessary if economic and other conditions differ substantially from the assumptions used. In addition, various regulatory agencies, as an integral part of their examination process, periodically review Southern's allowance for loan losses and losses on other real estate owned. Such agencies may require Southern to recognize adjustments to the allowances based on the examiners' judgments about information available to them at the time of their examinations. NONINTEREST INCOME During the six months ended June 30, 2001, BancShares realized a $6.3 million increase in noninterest income primarily as a result of $4.6 million in gains on the sales of available-for-sale investment securities. During the six months ended June 30, 2000, management of BancShares reviewed its portfolio of securities available-for-sale and determined that certain marketable equity securities had declines in their value that were deemed to be other than temporary. Accordingly, BancShares recorded a charge of $855,000 to investment securities gains (losses) in the accompanying consolidated statement of income and comprehensive income for the six months ended June 30, 2000 for this amount and reduced the carrying amount of the related investments accordingly. There is no assurance that future charges to earnings for other than temporary declines in the fair values of these or other investment securities will be required. Service charges on deposit accounts for the six months ended June 30, 2001 increased $611,000 and other service charges and fees for the six months ended June 30, 2001 increased $39,000 over the six months ended June 30, 2000 primarily as a result of branch acquisitions and a de novo branch. 14 NONINTEREST EXPENSE Noninterest expense increased $2.8 million or 23.60%, from $11.9 million in the six months ended June 30, 2000 to $14.7 million in the six months ended June 30, 2001. This increase was primarily due to an increase in personnel expense of $1.2 million, or 20.87%, from $5.7 million at June 30, 2000 to $6.9 million at June 30, 2001 and increased occupancy, furniture and equipment expense, intangibles amortization and other expenses resulting principally from branch acquisitions and a de novo branch. INCOME TAXES In the six months ended June 30, 2001, BancShares had income tax expense of $1.6 million, an increase of $1.2 million from $460,000 in the prior year period. The majority of this increase is due to the gains realized on available-for-sale securities sales. The resulting effective tax rate for the six months ended June 30, 2001 was 23.34%. The effective tax rate for the six months ended June 30, 2000 was 21.18%. The estimated effective tax rate was revised due to certain securities transactions. The effective tax rate in 2001 of 23.34% differs from the federal statutory rate of 35.00% primarily due to tax exempt income. 15 SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - SECOND QUARTER OF 2001 VS. SECOND QUARTER OF 2000 INTRODUCTION In the three months ended June 30, 2001, net income of BancShares decreased $22,000, or 1.82%, and was $1.2 million in both the three months ended June 30, 2000 and the three months ended June 30, 2001. The decrease in net income for the quarter ended June 30, 2001 resulted principally from an increase in the estimated tax rate for the quarter ended June 30, 2001 offset by a gain of $250,000 from the sale of Southern's credit card portfolio. Per share net income available to common shares for the three months ended June 30, 2001 was $9.53, an increase of $0.13, or 1.38%, from $9.40 in the three months ended June 30, 2000. ACQUISITIONS In April 2000 Southern acquired $5.1 million of loans and $29.4 million of deposits of the Battleboro, Nashville and Sharpsburg, North Carolina offices of Centura Bank. In November 2000 Southern acquired $75.8 million of loans and $66.1 million of deposits of the Nashville and Rocky Mount, North Carolina offices of First-Citizens Bank & Trust Company, a related party. These acquisitions were accounted for as purchases, and, therefore, the results of operations prior to purchase of the financial institutions are not included in the consolidated financial statements. Southern had no acquisitions in the quarter ended June 30, 2001. The comparisons of the three months ended June 30, 2001 to the three months ended June 30, 2000 are accordingly impacted by the acquisitions discussed above. INTEREST INCOME Interest and fees on loans increased $1.9 million, or 21.55%, from $9.0 million for the quarter ended June 30, 2000 to $11.0 million for the quarter ended June 30, 2001. This increase was due to increased balances that more than offset lower 2001 interest rates. Average loans for the quarter ended June 30, 2001 were $521.8 million, an increase of 25.49% from $415.8 million for the prior year quarter. The yield on the loan portfolio was 8.64% for the three months ended June 30, 2000 and 8.38% for the three months ended June 30, 2001. 16 Interest income from investment securities, including U.S. Treasury and Government obligations, obligations of state and county subdivisions and other securities decreased $102,000, or 3.56%, from $2.9 million in the three months ended June 30, 2000 to $2.8 million in the three months ended June 30, 2001. This decrease was due to lower balances that more than offset yields. Loan growth resulted in decreased average investment securities for the quarter ended June 30, 2001 to $188.5 million as compared to $206.4 million for the same 2000 quarter. The yield on investment securities was 5.55% for the quarter ended June 30, 2000 and 5.92% for the quarter ended June 30, 2001. Interest income on federal funds sold decreased $14,000, or 4.65%, from $301,000 for the quarter ended June 30, 2000 to $287,000 for the quarter ended June 30, 2001. This decrease in income resulted from a decrease in rates that more than offset an increase in volume. The volume increase resulted primarily from decreased investments. The average federal funds sold was $24.3 million for the quarter ended June 30, 2001 compared to an average of $19.9 million for the quarter ended June 30, 2000. Average federal funds sold yields were 4.66% for the quarter ended June 30, 2001 down from 5.97% for the quarter ended June 30, 2000. Total interest income increased $1.8 million, or 15.00%, from $12.2 million for the quarter ended June 30, 2000 to $14.0 million for the quarter ended June 30, 2001. This increase was the result of both an increase in average earning asset yields and an increase in the average earning assets. Average earning asset yields for the quarter ended June 30, 2001 increased to 7.62% from the 7.57% yield on average earning assets for the quarter ended June 30, 2000. Average earning assets increased from $642.1 million in the quarter ended June 30, 2000 to $734.6 million in the quarter ended June 30, 2001. This $92.5 million increase in the average earning assets resulted primarily from acquisitions and a new branch. INTEREST EXPENSE Total interest expense increased $889,000 or 14.96%, from $5.9 million in the three months ended June 30, 2000 to $6.8 million for the second quarter ended June 30, 2001. The principal reason for this increase was both increased balances resulting from the acquisitions and the new branch and higher costs of deposits and short-term borrowings. NET INTEREST INCOME Net interest income was $7.2 million for the three months ended June 30, 2001 and $6.3 million for the three months ended June 30, 2000. The interest rate spread for the quarter ended June 30, 2001 was 3.37%, an increase of 11 basis points from the 3.26% interest rate spread for the quarter ended June 30, 2000. 17 ASSET QUALITY AND PROVISION FOR LOAN LOSSES For the three months ended June 30, 2001 management recorded $250,000 as a provision for loan losses. Management recorded a $75,000 provision for loan losses for the quarter ended June 30, 2000. Management increased the provision in consideration of loan growth, the increase in net loan charge offs and the continued overall slowing of the economy. During the three months ended June 30, 2001 management charged-off loans totaling $345,000 and received recoveries of $20,000, resulting in net charge-offs for the three months ended June 30, 2000 of $325,000. During the three months ended June 30, 2000, $54,000 in loans were charged-off and recoveries of $146,000 were received, resulting in net recoveries of $92,000 for the three months ended June 30, 2000. NONINTEREST INCOME During the three months ended June 30, 2001, BancShares' noninterest income increased $771,000 principally as a result of the sale of available-for-sale securities and the sale of the credit card loans. Service charges on deposit accounts for the three months ended June 30, 2001 increased $298,000 and other service charges and fees for the three months ended June 30, 2001 decreased $30,000 from the three months ended June 30, 2000 primarily as a result of the sale of the credit card loans. NONINTEREST EXPENSE Noninterest expense including personnel, occupancy, furniture and equipment, data processing, FDIC insurance, state assessments, printing, supplies and other expenses, increased $1.3 million or 21.18%, from $6.1 million in the three months ended June 30, 2000 to $7.4 million in the three months ended June 30, 2001. This increase was primarily due to an increase in personnel expense of $588,000, or 20.26%, from $2.9 million for the quarter ended June 30, 2000 to $3.5 million for the quarter ended June 30, 2001 and increased occupancy, furniture and equipment expense, intangibles amortization and other expenses resulting principally from the branch acquisitions and new branch discussed above. 18 INCOME TAXES In the three months ended June 30, 2001, BancShares had income tax expense of $590,000, an increase of $260,000 from $330,000 in the prior year quarter. This increase is due to an increase in the estimated effective tax rate to 33.24% for the quarter ended June 30, 2001. The estimated effective tax rate for the quarter ended June 30, 2000 was 21.47%. The estimated effective tax rate was revised due to certain securities transactions. The effective tax rate for the quarter ended June 30, 2001 of 33.24% differs from the federal statutory rate of 35.00% primarily due to tax exempt income. SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY Sufficient levels of capital are necessary to sustain growth and absorb losses. In June 1998, the Trust issued $23.0 million of 8.25% Capital Securities maturing in 2028. The Trust invested the $23.0 million proceeds in Junior Subordinated Debentures issued by BancShares (the "Junior Debentures"), which upon consolidation of BancShares are eliminated. The Junior Debentures, with a maturity of 2028, are the primary assets of the Trust. BancShares irrevocably and unconditionally guarantees the Trust's obligations. BancShares contributed Capital Securities proceeds of $12.0 million to Southern which are included in Tier I capital for Southern's regulatory capital adequacy requirements. BancShares has similar regulatory capital adequacy requirements as Southern and is in compliance with those capital adequacy requirements at June 30, 2001. The Federal Reserve Board, which regulates BancShares, and the Federal Deposit Insurance Corporation, which regulates Southern, have established minimum capital guidelines for the institutions they supervise. Regulatory guidelines define minimum requirements for Southern's leverage capital ratio. Leverage capital equals total equity less goodwill and certain other intangibles and is measured relative to total adjusted assets as defined by regulatory guidelines. According to these guidelines, Southern's leverage capital ratio at June 30, 2001 was 7.10%. At December 31, 2000, Southern's leverage capital ratio was 6.97%. Both of these ratios are greater than the level designated as "well capitalized" by the FDIC. Southern is also required to meet minimum requirements for Risk Based Capital ("RBC"). Southern's assets, including loan commitments and other off-balance sheet items, are weighted according to federal guidelines for the risk considered inherent in each asset. At June 30, 2001, Southern's Total RBC ratio was 12.79%. At December 31, 2000 the RBC ratio was 12.59%. Both of these ratios are greater than the level designated as "well capitalized" by the FDIC. 19 The regulatory capital ratios above reflect increases in assets and liabilities from the acquisitions Southern has made. Each of the acquisitions required the payment of a premium for the deposits received. Each of these premiums resulted in increased intangible assets on BancShares' financial statements, which is deducted from total equity in the ratio calculations. The accumulated other comprehensive income was $11.8 million at June 30, 2001, and $9.9 million at December 31, 2000. Accumulated other comprehensive income consists entirely of unrealized gains on securities available-for-sale, net of taxes. Although a part of total shareholders' equity, accumulated other comprehensive income is not included in the calculation of either the RBC or leverage capital ratios pursuant to regulatory definitions of these capital requirements. The following table presents capital adequacy calculations and ratios of Southern: (Unaudited) June 30, 2001 ------------- (Dollars in thousands) Tier 1 capital $ 56,095 Total capital 66,711 Risk-adjusted assets 521,661 Average tangible assets 789,618 Tier 1 capital ratio (1) 10.75% Total capital ratio (1) 12.79% Leverage capital ratio (1) 7.10% (1) These ratios exceed the minimum ratios required for a bank to be classified as "well capitalized" as defined by the FDIC. LIQUIDITY Liquidity refers to the ability of Southern to generate sufficient funds to meet its financial obligations and commitments at a reasonable cost. Maintaining liquidity ensures that funds will be available for reserve requirements, customer demand for loans, withdrawal of deposit balances and maturities of other deposits and liabilities. Past experiences help management anticipate cyclical demands and amounts of cash required. These obligations can be met by existing cash reserves or funds from maturing loans and investments, but in the normal course of business are met by deposit growth. In assessing liquidity, many relevant factors are considered, including stability of deposits, quality of assets, economy of the markets served, business concentrations, competition and BancShares' overall financial condition. BancShares' liquid assets include cash and due from banks, federal funds sold and investment securities available-for-sale. The liquidity ratio, which is defined as cash plus short term available-for-sale securities divided by deposits plus short term liabilities, was 25.89% at June 30, 2001 and 33.48% at December 31, 2000. The Statement of Cash Flows discloses the principal sources and uses of cash from operating, investing and financing activities for the six months ended June 30, 2001 and for the six months ended June 30, 2000. Southern has no brokered deposits. Jumbo time deposits are considered to include all time deposits of $100,000 or more. Southern has never aggressively bid on these deposits. Almost all jumbo time deposit customers have other relationships with Southern, including savings, demand and other time deposits, and in some cases, loans. At June 30, 2001 jumbo time deposits represented 13.73% of total deposits. At December 31, 2000 jumbo time deposits represented 11.69% of total deposits. 20 Management believes that BancShares has the ability to generate sufficient amounts of cash to cover normal requirements and any additional needs which may arise, within realistic limitations, and management is not aware of any known demands, commitments or uncertainties that will affect liquidity in a material way. ACCOUNTING AND OTHER MATTERS In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement 133, "Accounting for Derivative Instruments and Hedging Activities." This statement establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. It requires that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. This statement, as amended by Statement 137, is effective for all fiscal quarters of fiscal years beginning after June 15, 2000. Earlier application of all provisions of this statement is encouraged. BancShares adopted this statement on January 1, 2001 with no impact to the Company's consolidated financial statements. In July 2001, the FASB issued Statement No. 141, Business Combinations, and Statement No. 142, Goodwill and Other Intangible Assets. Statement 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 as well as all purchase method business combinations completed after June 30, 2001. Statement 141 also specifies the criteria that intangible assets acquired in a purchase method business combination must meet to be recognized and reported apart from goodwill, noting that any purchase price allocable to an assembled workforce may not be accounted for separately. Statement 142 will require that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. Statement 142 will also require that intangible assets with estimable useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with FAS Statement No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. At this time BancShares has not determined what effect that the adoption of SFAS No. 141 and 142 will have on the consolidated financial statements. The FASB also issues exposure drafts for proposed statements of financial accounting standards. Such exposure drafts are subject to comment from the public, to revisions by the FASB and to final issuance by the FASB as statements of financial accounting standards. Management considers the effect of the proposed statements on the consolidated financial statements of BancShares and monitors the status of changes to issued exposure drafts and to proposed effective dates. OTHER MATTERS Management is not aware of any other trends, events, uncertainties, or current recommendations by regulatory authorities that will have or that are reasonably likely to have a material effect on BancShares' liquidity, capital resources or other operations. Item 3 - Quantitative and Qualitative Disclosures About Market Risk: Market risk reflects the risk of economic loss resulting from adverse changes in market price and interest rates. This risk of loss can be reflected in either diminished current market values or reduced potential net interest income in future periods. BancShares' market risk arises primarily from interest rate risk inherent in its lending and deposit taking activities. The structure of BancShares' loan and deposit portfolios is such that a significant increase in the prime rate may adversely impact net interest income. Historical prepayment experience is considered as well as management's expectations based on the interest rate environment and the core deposits without contractual maturity level as of June 30, 2001. Management seeks to manage this risk through the use of shorter term maturities. The composition and size of the investment portfolio is managed so as to reduce the interest rate risk in the deposit and loan portfolios while at the same time maximizing the yield generated from the loan portfolio. The table below presents in tabular form the contractual balances and the estimated fair value of financial instruments at their expected maturity dates as of June 30, 2001. The expected maturity categories take into consideration historical prepayment experience as well as management's expectations based on the interest rate environment as of June 30, 2001. For core deposits without contractual maturity (i.e., interest bearing checking, savings and money market accounts), the table presents principal cash flows as maturing in 2002 since they are subject to immediate repricing. Weighted average variable rates in future periods are based on the implied forward rates in the yield curve as of June 30, 2001. The overall estimated fair market value of financial instruments, as compared to statement amounts have increased at June 30, 2001 as compared to December 31, 2000. Overall loan and deposit balance maturities are shorter at June 30, 2001 and overall rates have declined significantly. (Dollars in thousands, unaudited) Maturing in the years ended June 30 2002 2003 2004 2005 2006 Assets Loans Fixed rate $ 73,767 $ 48,155 $ 51,302 $ 33,806 $ 34,671 Average rate (%) 8.55% 8.66% 8.44% 8.28% 8.37% Variable rate $ 122,523 $ 14,923 $ 13,238 $ 12,787 $ 10,761 Average rate (%) 8.33% 7.34% 7.30% 7.28% 7.31% Investment securities Fixed rate $ 93,611 $ 61,897 $ 2,155 $ 1,592 $ 1,630 Average rate (%) 6.31% 5.22% 8.11% 8.37% 8.28% Variable rate - - - - - Average rate (%) - - - - - Liabilities Savings and interest bearing checking Fixed rate $ 206,218 - - - - Average rate (%) 1.29% - - - - Certificates of deposit Fixed rate $ 348,230 $ 24,436 $ 6,647 $ 7,695 - Average rate (%) 5.25% 6.11% 5.44% 5.71% - Variable rate $ 4,568 $ 2,032 - - - Average rate (%) 3.34% 3.44% - - - Long-term debt Fixed rate - - - - - Average rate (%) - - - - - (Dollars in thousands, unaudited) Thereafter Total Fair Value Assets Loans Fixed rate $ 87,582 $329,283 $ 338,138 Average rate (%) 7.12% 8.12% Variable rate $ 33,930 $208,162 $ 208,162 Average rate (%) 7.70% 7.98% Investment securities Fixed rate $ 18,602 $179,487 $ 198,575 Average rate (%) 6.26% 5.99% Variable rate $ 937 $ 937 $ 937 Average rate (%) 6.75% 6.75% Liabilities Savings and interest bearing checking Fixed rate - $206,218 $ 206,218 Average rate (%) - 1.29% Certificates of deposit Fixed rate - $387,008 $ 391,114 Average rate (%) - 5.32% Variable rate - $ 6,600 $ 6,600 Average rate (%) - 3.37% Long-term debt Fixed rate 23,000 $ 23,000 $ 23,000 Average rate (%) 10.00% 10.00% A principal objective of BancShares' asset/liability function is to manage interest rate risk or the exposure to changes in interest rates. Management maintains portfolios of interest-earning assets and interest-bearing liabilities with maturities or repricing opportunities that will protect against wide interest rate fluctuations, thereby limiting, to the extent possible, the ultimate interest rate exposure. The table below provides BancShares' interest-sensitivity position as of June 30, 2001, which reflected a one year negative cumulative interest-sensitivity gap of $274.7 million. As a result of this one year negative gap, increases in interest rates could have an unfavorable impact on net interest income. It should be noted that this analysis reflects BancShares' interest sensitivity as of a single point in time and may not reflect the effects of repricings of assets and liabilities in various interest rate environments. The overall one-year interest sensitivity of financial instruments is significantly higher at June 30, 2001 as compared to December 31, 2000. The total cumulative interest sensitivity gap has also increased significantly at June 30, 2001 as compared to December 31, 2000. INTEREST-SENSITIVITY ANALYSIS (Dollars in thousands, unaudited) June 30, 2001 Non-Rate 1-90 91-180 181-365 Sensitive Days Days Days & Over Sensitive Sensitive Sensitive 1 year Total Earning Assets: Loans $ 161,396 $ 23,823 $ 11,071 $ 341,155 $ 537,445 Investment securities 18,639 32,968 42,004 104,693 198,304 Temporary investments 9,500 -- -- -- 9,500 ---------------- ---------------- -------------- --------------- -------------- Total earning assets $ 189,535 $ 56,791 $ 53,075 $ 445,848 $ 745,249 ================ ================ ============== =============== ============== Interest-Bearing Liabilities: Savings and core time deposits 302,885 132,473 32,582 33,806 501,746 Time deposits of $100,000 and more 30,187 30,315 30,574 7,004 98,080 Short-term borrowings 15,097 -- -- -- 15,097 Long-term obligations -- -- -- 23,000 23,000 ---------------- ---------------- -------------- --------------- -------------- Total interest bearing liabilities $ 348,169 $ 162,788 $ 63,156 $ 63,810 $ 637,923 ================ ================ ============== =============== ============== Interest sensitivity gap $ (158,634) $ (105,997) $ (10,081) $ 382,038 $ 107,326 ================ ================ ============== =============== ============== Cumulative interest sensitivity gap $ (158,634) $ (264,631) $ (274,712) $ 107,326 $ 107,326 ================ ================ ============== =============== ============== Part ii - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders On April 18, 2001 the annual meeting of shareholders was held. Eighteen Directors of BancShares were elected for terms of one year or until their respective successors are duly elected and qualified and KPMG LLP was ratified as BancShares' independent public accountants for 2001. Matter For Against Withheld Abstentions Broker Non-Votes ELECTION OF DIRECTORS: Bynum R. Brown 88,597 0 0 0 0 William H. Bryan 88,597 0 0 0 0 D. Hugh Carlton 88,597 0 0 0 0 Robert J. Carroll 88,597 0 0 0 0 Hope H. Connell 88,597 0 0 0 0 J. Edwin Drew 88,597 0 0 0 0 Moses B. Gilliam, Jr. 88,597 0 0 0 0 LeRoy C. Hand, Jr. 88,597 0 0 0 0 Frank B. Holding 88,597 0 0 0 0 M. J. McSorley 88,597 0 0 0 0 W. Hunter Morgan 88,597 0 0 0 0 John C. Pegram, Jr. 88,597 0 0 0 0 Charles I. Pierce, Sr. 88,597 0 0 0 0 W. A. Potts 88,597 0 0 0 0 Charles L. Revelle, Jr. 88,586 0 11 0 0 Charles O. Sykes 88,597 0 0 0 0 John N. Walker 88,407 0 190 0 0 R. S. Williams 88,597 0 0 0 0 RATIFICATION OF INDEPENDENT ACCOUNTANTS: Matter For Against Withheld Abstentions Broker Non-Votes KPMG LLP 87,945 23 0 629 0 Item 5. Other Information. Forward-looking statements The foregoing discussion may contain statements that could be deemed forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifiers such as "expect," "believe," "estimate," "plan," "project" or other statements concerning opinions or judgments of BancShares and its management about future events. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of BancShares' customers, actions of government regulators, the level of market interest rates, and general economic conditions. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. SOUTHERN BANCSHARES (N.C.), INC. August 3, 2001 /s/ John C. Pegram, Jr. -------------- ------------------------------------------------ Date John C. Pegram, Jr., President and Chief Executive Officer August 3, 2001 /s/ David A. Bean --------------- ------------------------------------------------ Date David A. Bean, Secretary, Treasurer and Chief Financial Officer