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Subordinated Debentures
12 Months Ended
Dec. 31, 2022
Broker-Dealer [Abstract]  
Subordinated Debentures

NOTE 13 - SUBORDINATED DEBENTURES

 

The following table summarizes the Company's subordinated debentures at December 31, 2022 and 2021:

 

 

December 31, 2022

 

 

December 31, 2021

 

Subordinated Note - fixed interest rate until November 30, 2026 then variable
     interest rate equal to SOFR plus
2.19%, the rate was 3.25% at December
     31, 2022 and 2021, respectively - $
75,000 maturing December 31, 2031

 

$

73,450

 

 

$

73,386

 

First Citizens Statutory Trust II - variable interest equal to 3-month LIBOR
     plus
3.15%, which was 6.79% and 3.28% at December 31, 2022 and
    2021, respectively - $
7,732 maturing March 26, 2033

 

 

7,732

 

 

 

7,732

 

First Citizens Statutory Trust III - variable interest equal to 3-month LIBOR
     plus
2.25%, which was 5.78% and 2.37% at December 31, 2022 and
    2021, respectively - $
12,887 maturing September 20, 2034

 

 

12,887

 

 

 

12,887

 

First Citizens Statutory Trust IV - variable interest equal to 3-month LIBOR
     plus
1.60%, which was 4.89% and 1.72% at December 31, 2022 and
     2021, respectively - $
5,155 maturing March 23, 2037

 

 

5,155

 

 

 

5,155

 

Futura TPF Trust I - variable interest rate equal to 3-month LIBOR plus
     
1.66%, which was 4.95% and 1.78% at December 31, 2022 and 2021,
     respectively - $
2,578 maturing June 15, 2035

 

 

2,578

 

 

 

2,578

 

Futura TPF Trust II - variable interest rate equal to 3-month LIBOR plus
     
1.66%, which was 4.95% and 1.78% at December 31, 2022 and 2021,
     respectively - $
2,070 maturing June 15, 2035

 

 

1,997

 

 

 

1,997

 

Total subordinated debentures

 

$

103,799

 

 

$

103,735

 

 

On November 30, 2021, the Company entered into a Subordinated Note Purchase Agreement pursuant to which the Company sold and issued $75,000 aggregate principal amount of its 3.25% Fixed-to-Floating Rate Subordinated Notes due 2031. The Notes have a stated maturity of December 31, 2031.

The Notes will initially bear interest at a fixed rate of 3.25% per annum, from and including November 30, 2021, to but excluding December 1, 2026, with interest payable semi-annually in arrears. From and including December 1, 2026, to but excluding the stated maturity date or early redemption date, the interest rate will reset quarterly to an annual floating rate equal the then-current benchmark rate, which will initially be the three-month Secured Overnight Financing Rate (SOFR) plus 219 basis points, with interest during such period payable quarterly in arrears. If three-month SOFR cannot be determined during the applicable floating rate period, a different index will be determined and used in accordance with the terms of Notes and underlying Indenture.

Prior to December 1, 2026, the Company may redeem the Notes, in whole but not in part, only under certain limited circumstances as set forth in the Indenture. On or after December 1, 2026, the Company may, at its option, redeem the Notes, in whole or in part, on any interest payment date, subject to the receipt of any required regulatory approvals. Any redemption by the Company would be at a redemption price equal to 100% of the principal amount of the Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption.

 

On March 26, 2003, the Company formed First Citizens Statutory Trust II. The Company issued $7,700 of subordinated debentures to First Citizens Statutory Trust II in exchange for ownership of all the common securities of the First Citizens Statutory Trust II. The Company is not considered the primary beneficiary of First Citizens Statutory Trust II; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $232 and is included in Other assets.

NOTE 13 - SUBORDINATED DEBENTURES (Continued)

 

On September 20, 2004, the Company formed First Citizens Statutory Trust III. The Company issued $12,900 of subordinated debentures to First Citizens Statutory Trust III in exchange for ownership of all the common securities of the First Citizens Statutory Trust III. The Company is not considered the primary beneficiary of First Citizens Statutory Trust III; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $387 and is included in Other assets.

 

On March 23, 2007, the Company formed First Citizens Statutory Trust IV. The Company issued $5,200 of subordinated debentures to First Citizens Statutory Trust IV in exchange for ownership of all the common securities of the First Citizens Statutory Trust IV. The Company is not considered the primary beneficiary of First Citizens Statutory Trust IV; therefore, the trust is not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trust was $155 and is included in Other assets.

In conjunction with the acquisition of Futura Banc Corp. ("Futura") on December 17, 2007, the Company assumed $4,700 of subordinated debentures that were recorded at a fair value of $4,600 at the time of acquisition. On June 15, 2005, Futura issued $2,600 of subordinated debentures to Futura TPF Trust I in exchange for ownership of all the common securities of the trust. On June 15, 2005, Futura issued $2,100 of subordinated debentures to Futura TPF Trust II in exchange for ownership of all the common securities of the trust. The Company is not considered the primary beneficiary of Futura TPF Trust I or Futura TPF Trust II; therefore, the trusts are not consolidated in the Company's financial statements, but rather the subordinated debentures are shown as a liability. The Company's investment in the common stock of the trusts was $148 and is included in Other assets.

 

For all the debentures mentioned above, interest is payable quarterly. The debentures and the common securities issued by each of the trusts are redeemable in whole or in part on dates specified in the trust indenture document. All of the subordinated debentures mentioned above may be included in Tier 1 capital (with certain limitations applicable) under current regulatory guidelines and interpretations.