UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2000
Commission file number 0-6094
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NATIONAL COMMERCE BANCORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 62-0784645
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Commerce Square
Memphis, Tennessee 38150
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code - (901)523-3434
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 and 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 each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock, $2 par value -- 108,071,836 shares as of May 1, 2000
PART I. FINANCIAL INFORMATION
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Item 1. Financial Statements
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NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
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(In Thousands)
March 31 Dec. 31
2000 1999
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(unaudited)
ASSETS
Cash and cash equivalents:
Interest-bearing deposits with other banks $ 32,784 $ 21,156
Cash and non-interest bearing deposits 190,375 179,082
Federal funds sold and securities
purchased under agreements to resell 80,999 61,058
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Total cash and cash equivalents 304,158 261,296
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Securities:
Available-for-sale 624,389 553,928
Held-to-maturity 1,907,970 1,759,383
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Total securities 2,532,359 2,313,311
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Trading account securities 28,754 30,294
Loans, net of unearned discounts 4,066,030 3,985,789
Less allowance for loan losses 59,090 59,597
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Net loans 4,006,940 3,926,192
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Premises and equipment, net 47,093 47,830
Goodwill and core deposit intangible 129,464 122,512
Broker/dealer customer receivables 29,381 25,047
Other assets 181,673 187,304
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Total assets $7,259,822 $6,913,786
========== ==========
See notes to consolidated financial statements.
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest bearing deposits $ 458,744 $ 454,146
Interest-bearing deposits 4,137,397 4,041,754
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Total deposits 4,596,141 4,495,900
Short-term borrowings 805,837 883,038
Accounts payable and accrued liabilities 111,808 114,991
Federal Home Loan Bank advances 1,035,635 714,335
Long-term debt 6,372 6,372
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Total liabilities 6,555,793 6,214,636
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Capital trust pass-through securities 49,912 49,909
Stockholders' equity:
Common stock 216,212 216,446
Additional paid-in capital 235,088 240,208
Retained earnings 209,388 196,755
Accumulated other comprehensive loss (6,571) (4,168)
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Total stockholders' equity 654,117 649,241
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Total liabilities and
stockholders' equity $7,259,822 $6,913,786
========== ==========
See notes to consolidated financial statements.
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NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
(Unaudited)
(In Thousands, Except per Share Data)
For the three months
ended March 31
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2000 1999
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Interest income:
Loans $ 87,876 $ 67,284
Securities:
Taxable 40,087 32,169
Non-taxable 1,715 2,975
Trading account securities 476 649
Deposits at banks 99 247
Other 2,169 794
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Total interest income 132,422 104,118
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Interest expense:
Deposits 46,512 34,554
Federal Home Loan Bank advances 12,050 8,967
Long-term debt 92 90
Federal funds purchased and securities
sold under agreements to repurchase 12,367 7,913
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Total interest expense 71,021 51,524
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Net interest income 61,401 52,594
Provision for loan losses 2,177 2,379
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Net interest income after
provision for loan losses 59,224 50,215
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Other income:
Trust service income 2,350 2,065
Service charges on deposits 7,542 4,635
Other service charges and fees 5,012 4,714
Broker/dealer revenue 4,739 5,431
Securities gains 1 1
Other 4,300 3,138
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Total other income 23,944 19,984
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Other expenses:
Salaries and employee benefits 20,906 20,553
Occupancy expense 3,572 3,196
Furniture and equipment expense 1,766 1,565
Amortization of goodwill and core deposit
intangibles 2,828 1,403
Loss on interest rate swaps 4,765 -
Other 14,039 10,279
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Total other expenses 47,876 36,996
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Income before income taxes 35,292 33,203
Income taxes 11,300 11,065
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Net income $ 23,992 $ 22,138
========== ==========
Net income per share - basic $ .22 $ .22
Net income per share - diluted $ .22 $ .21
Dividends per share of common stock $ .105 $ .09
See notes to consolidated financial statements.
3
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
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(In Thousands)
For the Three Months
Ended March 31
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2000 1999
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(Unaudited)
Operating activities:
Net income $ 23,992 $ 22,138
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation, amortization and accretion, net 5,048 5,824
Provision for loan losses 2,177 2,379
Net loss (gain) on sales of investment securities (1) (1)
Net loss (gain) on sales of interest rate swaps 4,765 -
Deferred income taxes (3,843) 868
Changes in:
Trading account securities 1,540 22,161
Other assets (30,077) (52,324)
Other liabilities 19,595 34,700
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Net cash provided by (used in) operating activities 23,196 35,745
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Investing activities:
Proceeds from the maturities of securities 14,190 102,931
Proceeds from sales of securities 0 167
Purchases of securities (237,026) (306,090)
Purchase of premises and equipment (1,177) (7,289)
Net originations of loans (82,927) (10,232)
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Net cash provided by (used in) investing activities (306,940) (220,513)
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Financing activities:
Net increase (decrease) in deposits 100,241 (3,928)
Net increase (decrease) in short-term borrowed funds (77,201) 132,082
Increase (decrease) in long-term debt - 3
Increase (decrease) in Federal Home Loan Bank advances 321,300 46,063
Proceeds from exercise of stock options 1,599 1,619
Other equity transactions, net 699 628
Repurchases of common stock (8,671) (4,645)
Cash dividends paid (11,361) (9,128)
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Net cash provided by (used in) financing activities 326,606 162,694
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Increase (decrease) in cash and cash equivalents 42,862 (22,074)
Cash and cash equivalents at beginning of period 261,296 311,850
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Cash and cash equivalents at end of period $ 304,158 $ 289,776
========== ==========
See notes to consolidated financial statements.
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NATIONAL COMMERCE BANCORPORATION
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Notes to Consolidated Financial Statements
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March 31, 2000
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(Unaudited)
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Restatement
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As a result of technical violations of pooling of interest rules regarding
treasury share repurchases and stock options, the Company is restating the
presentation of 9 business combinations as purchases rather than as poolings
of interests as previously reported.
As a result of the foregoing, the Company's 1998, 1999, and 2000
consolidated financial statements have been restated. Management believes
that the Company's consolidated financial statements, as restated, include
all adjustments necessary for a fair presentation of the Company's financial
position as of December 31, 1999 and March 31, 2000 and its results of
operations for the three month periods ended March 31, 1999 and 2000.
For the three month period ended March 31, 2000, restated net income equals
$23,992,000 or $.22 diluted earnings per share versus originally reported
net income of $26,162,000 or $.24 diluted earnings per share. For the three
month period ended March 31, 1999 restated net income equals $22,138,000, or
$.21 diluted earnings per share versus originally reported net income of
$24,889,000, or $.23 diluted earnings per share.
Note A - Basis of Presentation
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The consolidated balance sheet at December 31, 1999 has been derived from
the audited financial statements at that date. The accompanying unaudited
interim consolidated financial statements reflect all adjustments
(consisting only of normally recurring accruals) which are, in the opinion
of management, necessary for a fair statement of the results for the interim
periods presented. The statements should be read in conjunction with the
summary of accounting policies included in the Registrant's annual report
for the year ended December 31, 1999. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted in
accordance with the rules of the Securities and Exchange Commission.
Note B - Segment Information
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The Company considers itself to operate two principal lines: traditional
banking and financial enterprises.
The traditional banking segment includes sales and distribution of financial
products and services to individuals. These products and services included
loan products such as residential mortgages, home equity lending, automobile
and other personal financing needs. Traditional banking also offers various
deposit products that are designed for customers' saving and transaction
needs.
The traditional banking segment also includes lending and related financial
services provided to large and medium-sized corporations. Included among
these services are several specialty services such as real estate finance,
asset based lending and residential construction lending. Traditional
banking also includes management of the investment portfolio and non-deposit
based funding.
The Financial Enterprises segment included trust services and investment
management transaction processing, in-store consulting/licensing and
institutional broker/dealer activities.
The accounting policies of the individual segments are the same as those of
the Company described in Note A. Transactions between business segments are
conducted at fair value and are eliminated for reporting consolidated
financial position and results of operations. There are no significant
intersegment revenues. Interest income for tax-exempt loans and securities
is adjusted to a taxable equivalent basis.
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The following tables (in thousands of dollars) present condensed income
statements on a fully taxable equivalent basis and average assets for each
reportable segment.
Quarter Ended March 31, 2000:
Traditional Financial
Banking Enterprises Total
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Net interest margin $ 63,120 $ 2,556 $ 65,676
Provision for loan losses (2,177) - (2,177)
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Net interest income after provision 60,943 2,556 63,499
Non-interest income 9,494 14,450 23,944
Non-interest expense (38,086) (9,790) (47,876)
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Net income before taxes 32,351 7,216 39,567
Income taxes (12,761) (2,814) (15,575)
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Net income $ 19,590 $ 4,402 $ 23,992
========== ======== ==========
Average assets $6,909,432 $373,433 $7,282,865
Quarter Ended March 31, 1999:
Traditional Financial
Banking Enterprises Total
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Net interest margin $ 53,215 $ 2,627 $ 55,842
Provision for loan losses (2,379) - (2,379)
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Net interest income after provision 50,836 2,627 53,463
Non-interest income 7,336 12,648 19,984
Non-interest expense (27,894) (9,102) (36,996)
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Net income before taxes 30,278 6,173 36,451
Income taxes (11,712) (2,601) (14,313)
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Net income $ 18,566 $ 3,572 $ 22,138
========== ======== ==========
Average assets $5,591,539 $336,202 $5,927,741
Note C - Earnings Per Share
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The following table sets forth the computation of basic and diluted
earnings per share:
Three Months Ended
March 31
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In Thousands, Except Per Share Data 2000 1999
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Numerator:
Net income $ 23,992 $ 22,138
======== ========
Denominator:
Denominator for basic earnings
per share - weighted average shares 108,277 101,394
Dilutive potential common shares -
Employee stock options 1,460 2,030
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Denominator for diluted earnings
per share - adjusted weighted average
and assumed conversions 109,737 103,424
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Basic earnings per share $ .22 $ .22
Diluted earnings per share $ .22 $ .21
Note D - Comprehensive Income
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During the first quarter of 2000 and 1999, total comprehensive income
amounted to $21,590,000 and $20,710,000, respectively.
Note E - Pending Acquisitions
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On March 20, 2000, the Company and CCB Financial Corporation announced a
definitive merger of equals agreement. The transaction will be accounted
for using the purchase method of accounting for business combinations. The
combined company, which will retain the name National Commerce
Bancorporation, will be headquartered in Memphis, Tennessee, with its
operations headquarters in Durham, North Carolina. The combined company
will have assets of approximately $15 billion. The merger, which has been
unanimously approved by the boards of directors of both companies, is
conditioned upon standard regulatory and shareholder approvals and is
expected to close in the third quarter of 2000.
The Company completed its acquisition of Piedmont Bancorp., Inc., the
holding company of Hillsborough Savings Bank, Inc. SSB during April 2000.
Hillsborough Savings Bank is a $147 million-asset bank. This transaction
also will be accounted for using the purchase method of accounting for
business combinations.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
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The purpose of this discussion is to focus on important factors affecting the
Company's financial condition and results of operations. Reference should be
made to the consolidated financial statements (including the notes thereto) for
an understanding of the following discussion and analysis. In this discussion,
net interest income and net interest margin are presented on a fully taxable
equivalent basis. All per share data is adjusted to reflect all stock dividends
and stock splits declared.
The Private Securities Litigation Reform Act of 1995 (the "Act") provides a
safe harbor for forward-looking statements made by or on behalf of the Company.
All statements in this Report on Form 10-Q/A that are not historical facts or
that express expectations and projections with respect to future matters are
"forward-looking statements" for the purpose of the safe harbor provided by the
Act. The Company cautions readers that such "forward-looking statements,"
including, without limitation, those relating to future business initiatives and
prospects, revenues, working capital, liquidity, capital needs, interest costs
and income, and "Year 2000" remediation efforts, wherever they occur in this
document or in other statements attributable to the Company, are necessarily
estimates reflecting the best judgment of the Company's senior management. Such
statements involve a number of risks and uncertainties that could cause actual
results to differ materially from those suggested by the "forward-looking
statements." Such "forward-looking statements" should, therefore be considered
in light of various important factors, including those set forth in this
document. Important factors currently known to management that could cause
actual results to differ materially from those in forward-looking statements
include significant fluctuations in interest rates, inflation, economic
recession, significant changes in the federal and state legal and regulatory
environment, significant underperformance in the Company's portfolio of
outstanding loans, and competition in the Company's markets. Other factors set
forth from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission should also be considered.
The Company undertakes no obligation to update or revise forward-looking
statements to reflect
7
changed assumptions, the occurrence of unanticipated events or changes to future
operating results over time.
Financial Condition
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Following is a comparison of the March 31, 2000 and December 31, 1999
consolidated balance sheets.
In the asset section, total loans, net of unearned discounts increased by
$80.2 million or 2.0% compared to December 31, 1999 levels. Commercial loans
decreased by $9.8 million or 1.4%. Real estate construction loans increased by
$18.2 million or 6.4% reflecting current demand. Real estate mortgage loans
increased by $67 million or 4.1% and consumer loans increased $3.2 million or
.2%.
Securities increased by $219 million or 9.5% from year-end 1999. Securities
held to maturity increased by $149 million or 8.4%, and securities available for
sale increased $70 million or 12.7%, reflecting current portfolio investment
strategies, and current market conditions.
Federal funds sold and securities purchased under agreements to resell
increased by $19.9 million or 32.7% from December 31, 1999 levels, reflecting
excess funds that otherwise were not employed in loans or securities at March
31, 2000.
Trading account securities decreased by $1.5 million or 5.1% from year-end
1999 levels. This increase reflects the trading activity generated by NBC
Capital Markets Group, Inc., the Company's broker/dealer subsidiary, which
fluctuates from time to time.
Broker/dealer customer receivables increased $4.3 million or 17.3%.
In the liability section, total deposits increased by $100.2 million or
2.2%, principally as a result of a $111.2 million or an 8.3% increase to
certificates of deposit greater than $100,000 and a $19 million or 8.3% increase
to certificates of deposit less than $100,000 which were partially offset by a
$46.3 million or 4.0% decrease in money market savings accounts.
Short-term borrowings decreased $77.2 million or 8.7% from year-end 1999
levels. This category of liabilities fluctuates with the availability of
overnight funds purchased from downstream correspondent banks.
Federal Home Loan Bank advances increased $321 million or 45.0% from
December 31, 1999. This increase is principally the result of asset/liability
management decisions related to the current interest rate environment.
Results of Operations
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Three Months Ended March 31, 2000, Compared to Three Months Ended March 31, 1999
- --------------------------------------------------------------------------------
Net income was $23,992,000 for the first quarter of 2000, an 8.4% increase
over the $22,138,000 reported for the same period a year earlier. Diluted
earnings per share were $.22, compared to $.22 per share in 1999. Basic
earnings per share were $.22, compared to $.21 per share in 1999, up 4.8%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$9,834,000 or 17.6% for the first quarter of 2000. This increase reflects a
$29,332,000 or 27.3% increase in total interest income that more than offsets a
$19,497,000 or 37.8% increase in interest expense. Interest income increased in
2000 due to an increase of $1,213,799,000 or 22.1% in total average earning
assets and an increase in the yield on average earning assets from 7.91% to
8.17%. The increased volume of earning assets raised interest income by
approximately $23,677,000, while the increased yield raised interest income by
approximately $5,655,000. Interest expense increased in the first quarter of
2000, reflecting an increase in average interest-bearing liabilities of
$1,093,753,000 or 22.5%, and an increase in the cost of interest-bearing
liabilities from 4.30% to 4.80% caused generally by a rising interest rate
environment. The increase in the rate paid on interest-bearing liabilities
increased interest expense by approximately $7,900,000 and the increase in
average outstandings raised interest expense by
8
approximately $11,597,000. The net interest margin (taxable equivalent net
interest income as a percentage of average earning assets) was 3.91% in first
quarter 2000, compared to 4.11% in first quarter of 1999.
The provision for loan losses in the first quarter of 2000 was $2,177,000,
versus $2,379,000 for the first quarter of 1999. Net charge-offs were
$2,685,000, or .20% of average loans compared to $2,017,000 or .24% of average
loans in 1999. The allowance for loan losses totaled $59,090,000 at March 31,
2000, representing 1.47% of quarter-end net loans compared to $49,484,000 at
March 31, 1999, representing 1.54% of quarter-end net loans.
Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended March 31, 2000, December 31, 1999, and March 31,
1999 (dollars in thousands):
3-31-00 12-31-99 3-31-99
--------- -------- --------
Non-accrual loans $ 1,207 $ 0 $ 182
Renegotiated loans 0 0 0
Other real estate 220 271 1,200
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Total non-earning assets $ 1,427 $ 271 $ 1,382
========= ====== ========
Accruing loans past due 90 days or more $ 5,037 $5,470 $ 4,315
Percentage of total loans .12% .14% .13%
Non-interest income, excluding securities transactions, totaled $23,944,000
for the quarter, an increase of $3,960,000, or 19.8%, from last year's first
quarter. The Company's broker/dealer revenue decreased $692,000 versus first
quarter 1999, reflecting current market conditions. All other sources of non-
interest income, including service charge income, trust service income, fuel
card processing income, and supermarket sublicense income increased a net of
$4,652,000 or 32.0%. Securities gains totaled $1,000 in first quarter 2000,
compared to securities gains of $1,000 in 1999.
Non-interest expenses (excluding the provision for loan losses) increased by
$10,880,000 or 29.4% in first quarter, 2000, primarily reflecting increased
employment and other expenses relating to new products and locations and
increased promotional expenses of new loan and deposit gathering campaigns.
The Company's annualized return on average assets and return on average
equity were 1.48% and 16.54% respectively, for first quarter of 2000. These
compared with 1999 first quarter returns of 1.49% and 19.29%, respectively.
Liquidity and Capital Resources
- -------------------------------
Interest-bearing bank balances, federal funds sold, trading account
securities, and securities available for sale are the principal sources of
short-term asset liquidity. Other sources of short-term liquidity include
federal funds purchased and repurchase agreements, credit lines with other
banks, and borrowings from the Federal Reserve Bank and the Federal Home Loan
Bank. Maturing loans and securities are the principal sources of long-term asset
liquidity.
Total realized stockholders' equity increased by $7,279,000 from December
31, 1999. Retained earnings accounted for the increase. Through March 31, 2000,
8.9 million shares had been repurchased and cancelled under a stock repurchase
program initiated in January, 1996, and extended in December, 1997 and December,
1999.
The following capital ratios do not include the effect of FAS No. 115 and
FAS No. 133 on Tier I capital, total capital, or total risk-weighted assets.
As indicated in the following table, the Company and its banking
subsidiaries exceeded all minimum required capital ratios for well-capitalized
institutions at March 31, 2000.
3-31-00
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Total capital to risk-weighted assets 12.29%
Tier I capital to risk-weighted assets 11.04%
9
Tier I capital to assets (leverage ratio) 8.17%
Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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No significant changes since December 31, 1999. See Item 2 - "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
PART II. OTHER INFORMATION
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Item 6. Exhibits and Reports on Form 8-K
---------------------------------
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
A current report on Form 8-K dated March 27, 2000 was filed under Item
5 Other Events discussing the proposed merger with CCB Financial
Corporation. Exhibits to the Form 8-K included the 1999 audited
financial statements of CCB Financial Corporation and the 1999
unaudited proforma combined condensed financial information as required
by Regulation S-X.
10
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 hereunto duly authorized.
NATIONAL COMMERCE BANCORPORATION
(Registrant)
By /s/ Mark A. Wendel
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Mark A. Wendel
Senior Vice President and
Chief Accounting Officer
(Authorized Officer)
(Principal Accounting Officer)
Date: September 11, 2001
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