-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QOV7ERWkPgz0w0YtmMIE34vo2VMGCpS/NFP94dwLmpFD0Xc41a4CwSEAgXyiwskQ 6qEkkVzrsu2ZiIdECXEQVQ== 0000931763-97-000809.txt : 19970515 0000931763-97-000809.hdr.sgml : 19970515 ACCESSION NUMBER: 0000931763-97-000809 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970331 FILED AS OF DATE: 19970514 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL COMMERCE BANCORPORATION CENTRAL INDEX KEY: 0000101844 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 620784645 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-06094 FILM NUMBER: 97604193 BUSINESS ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 BUSINESS PHONE: 9015233242 MAIL ADDRESS: STREET 1: ONE COMMERCE SQ CITY: MEMPHIS STATE: TN ZIP: 38150 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANCSHARES CORP DATE OF NAME CHANGE: 19780820 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TENNESSEE BANSHARES CORP DATE OF NAME CHANGE: 19780525 10-Q 1 FORM 10-Q UNITED STATES 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 quarterly period ended March 31, 1997 Commission file number 0-6094 ------- NATIONAL COMMERCE BANCORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Tennessee 62-0784645 --------- ---------- (State or other jurisdiction (I.R.S. Employer of incorporation organization) Identification No.) One Commerce Square Memphis, Tennessee 38150 ------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code - (901)523-3242 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 -- 24,590,490 shares as of May 8, 1997 PART I. FINANCIAL INFORMATION - ------------------------------ Item 1. Financial Statements -------------------- NATIONAL COMMERCE BANCORPORATION Consolidated Balance Sheets -------------------------------- (In Thousands)
March 31 Dec. 31 1997 1996 ----------- ---------- (unaudited) ASSETS ------ Cash and cash equivalents: Interest-bearing deposits with other banks $ 18,304 $ 17,789 Cash and non-interest bearing deposits 183,451 164,894 Federal funds sold and securities purchased under agreements to resell 4,477 13,219 ---------- ---------- Total cash and cash equivalents 206,232 195,902 ---------- ---------- Securities: Held-to-maturity 886,277 817,124 Available-for-sale 724,847 700,775 ---------- ---------- Total securities 1,611,124 1,517,899 ---------- ---------- Trading account securities 45,411 31,812 Loans: Commercial, financial and agricultural 474,902 469,604 Real estate - construction 181,091 168,556 Real estate - mortgage 634,727 598,277 Consumer 1,110,568 1,088,095 Lease financing 31,888 23,444 Unearned discounts (1,854) (3) ---------- ---------- Total loans 2,431,322 2,347,973 Less allowance for loan losses 36,739 35,514 ---------- ---------- Net loans 2,394,583 2,312,459 ---------- ---------- Premises and equipment, net 22,369 21,799 Broker/dealer customer receivables 24,808 11,699 Other assets 124,635 108,839 ---------- ---------- Total assets $4,429,162 $4,200,409 ========== ==========
See notes to consolidated financial statements. 1 Consolidated Balance Sheets (cont.) - ----------------------------------- (In Thousands)
March 31 Dec. 31 1997 1996 ---------- --------- (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY ------------------------------------ Liabilities: Deposits: Non-interest-bearing deposits $ 334,197 $ 352,676 Money market checking 269,332 275,471 Savings 79,540 79,599 Money market savings 979,770 970,838 Certificates of deposit less than $100,000 730,878 728,249 Certificates of deposit of $100,000 or more 572,791 569,597 ---------- ---------- Total deposits 2,966,508 2,976,430 ---------- ---------- Federal funds purchased and securities sold under agreements to repurchase 416,477 298,410 Broker/dealer customer payables 3,628 1,002 Accounts payable and accrued liabilities 84,664 59,064 Federal Home Loan Bank advances 429,778 396,109 Long-term debt 205,986 156,065 ---------- ---------- Total liabilities 4,107,041 3,887,080 ---------- ---------- Stockholders' equity: Common stock 49,108 48,770 Additional paid-in capital 63,753 61,763 Retained earnings 211,279 201,566 Unrealized gains (losses) on securities, net of taxes (2,019) 1,230 ---------- ---------- Total stockholders' equity 322,121 313,329 Total liabilities and --------- --------- stockholders' equity $4,429,162 $4,200,409 ========== ==========
See notes to consolidated financial statements. 2 NATIONAL COMMERCE BANCORPORATION Consolidated Statements of Income -------------------------------- (Unaudited) (In Thousands, Except per Share Data)
For the three months ended March 31 --------------------- 1997 1996 ---------- --------- Interest income: Loans $53,015 $43,979 Securities: Taxable 23,278 20,218 Non-taxable 2,317 2,006 Trading account securities 305 422 Deposits at banks 223 226 Other 199 399 ------- ------- Total interest income 79,337 67,250 ------- ------- Interest expense: Deposits: Money market savings 943 1,071 Savings 382 441 Money market savings 10,349 7,848 Certificates of deposit less than $100,000 9,950 9,267 Certificates of deposit $100,000 or more 7,821 6,498 Federal Home Loan Bank advances 5,082 5,238 Long-term debt 2,296 114 Federal funds purchased and securities sold under agreements to repurchase 4,657 4,442 ------- ------- Total interest expense 41,480 34,919 ------- ------- Net interest income 37,857 32,331 Provision for loan losses 3,454 2,842 ------- ------- Net interest income after provision for loan losses 34,403 29,489 ------- ------- Other income: Trust service income 2,234 2,189 Service charges on deposits 3,851 3,371 Other services charges and fees 3,144 1,750 Broker/dealer revenue 2,506 3,581 Securities gains (losses) (1) 25 Other income 5,861 4,040 ------- ------- Total other income 17,595 14,956 ------- -------
3 Consolidated Statements of Income (cont.) - ---------------------------------
For the three months ended March 31 -------------------- 1997 1996 --------- --------- Other expenses: Salaries and employee benefits 13,677 11,977 Occupancy expense 2,572 2,350 Furniture and equipment expenses 1,124 903 FDIC assessment 89 110 Other expenses 11,492 9,081 ------- ------- Total other expenses 28,954 24,421 ------- ------- Income before income taxes 23,044 20,024 Income taxes 7,929 6,748 ------- ------- Net income $15,115 $13,276 ======= ======= Net income per share of common stock* $ .30 $ .27 Dividends per share of common stock* $ .11 $ .10
* Adjusted to reflect 2-for-1 stock split declared April 23, 1997. See notes to consolidated financial statements. 4 NATIONAL COMMERCE BANCORPORATION Consolidated Statements of Cash Flows ------------------------------------- (Unaudited)
For the Three Months Ended March 31 ---------------------- 1997 1996 ---------- ---------- (In Thousands) Operating activities: Net income $ 15,115 $ 13,276 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Provision for loan losses 3,454 2,842 Provision for depreciation and amortization 1,330 1,028 Amortization of security premiums and accretion of discounts, net 15 (51) Deferred income taxes (credit) (19) 98 (Increase) decrease in trading account securities (13,599) 396 Realized securities (gains) losses 1 (24) (Increase) decrease in broker/dealer customer receivables (13,109) 4,032 (Increase) decrease in interest receivable (1,013) 1,845 (Increase) decrease in other assets (6,477) (9,919) Increase in broker/dealer customer payables 2,626 1,116 Increase (decrease) in interest payable 592 (1,326) Increase (decrease) in accounts payable and accrued expenses 20,034 11,913 --------- --------- Net cash provided by (used in) operating activities 8,950 25,226 --------- --------- Investing activities: Available for sale securities: Proceeds from the maturities of securities 5,894 156,478 Proceeds from sales of securities 29,998 149,690 Purchases of securities available for sale (62,932) (281,201) Purchases of securities held to maturity (71,539) (149,707) Net increase (decrease) in loans (85,578) (55,577) Purchase of premises and equipment (1,770) (1,459) --------- --------- Net cash provided by (used in) investing activities (185,927) (181,776) --------- --------- Financing activities: Net increase (decrease) in demand deposits, NOW accounts and savings accounts (15,745) 2,167 Net increase (decrease) in certificates of deposit 5,823 (20,575) Net increase (decrease) in federal funds purchased and securities sold under agreements to repurchase 118,067 (57,211) Increase (decrease) in long-term debt 49,921 0 Increase (decrease) in Federal Home Loan Bank advances 33,669 32,714 Proceeds from exercise of stock options 1,086 2,168 Issuance of common stock 17 3,583 Repurchases of common stock (132) (9,751) Cash dividends paid (5,399) (4,721) --------- --------- Net cash provided by (used in) financing activities 187,307 (51,626) --------- --------- Increase (decrease) in cash and cash equivalents 10,330 (208,176) Cash and cash equivalents at beginning of period 195,902 387,755 --------- --------- Cash and cash equivalents at end of period $ 206,232 $ 179,579 ========= ========= Interest paid $ 40,888 $ 36,245 Income taxes paid $ 1,203 $ 1,739
See notes to consolidated financial statements. 5 NATIONAL COMMERCE BANCORPORATION -------------------------------- Notes to Consolidated Financial Statements ------------------------------------------ March 31, 1997 ------------------ (Unaudited) --------- Note A - Basis of Presentation - ------------------------------ The consolidated balance sheet at December 31, 1996 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 and notes to consolidated financial statements included in the Registrant's annual report for the year ended December 31, 1996. 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 - Securities Portfolio - ----------------------------- In accordance with FAS No. 115 "Accounting for Certain Investments in Debt and Equity Securities", as of March 31, 1997 the securities in the "Available for Sale" category included $3,318,000 in unrealized losses. Accordingly, total securities and total stockholders' equity were decreased by $3,318,000 and $2,019,000 (net of taxes), respectively, at March 31, 1997, to reflect the adjustment of the securities portfolio to market. The calculation of book value per share reflects these mark-to-market unrealized losses, whereas the calculation of ROA and ROE do not, because the unrealized losses are not included in net income. The fair value of the "Held to Maturity" category was $870.2 million at March 31, 1997. Note C - Floating Rate Capital Trust Pass-through Securities - ------------------------------------------------------------ In March, 1997, the Company issued $49,875,000 in Floating Rate Capital Trust Pass-through Securities ("Capital Securities"). The proceeds of this issue are expected to be used by the Company for general corporate purposes and may be counted as Tier I capital. Note D - Effect of FASB Statement No. 128 - ----------------------------------------- In February 1997, the Financial Accounting Standards Board issued Statement No. 128, "Earnings per Share", which is required to be adopted on December 31, 1997. At that time, the Company will be required to change the method currently used to compute earnings per share and to restate all prior periods. Under the new requirements for calculating primary earnings per share, the dilutive effect of stock options will be excluded. The impact of Statement 128 on the calculation of primary earnings per share and fully diluted earnings per share for the first quarter ended March 31, 1997 and March 31, 1996 is not expected to be material. 6 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------------------------- 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. This Form 10-Q may contain or incorporate by reference statements which may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Prospective investors are cautioned that any such forward-looking statements are not guarantees for future performance and involve risks and uncertainties, and that actual results may differ materially from those comtemplated by such forward-looking statements. 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. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurence of unanticipated events or changes to future results over time. Financial Condition - ------------------- Following is a comparison of the March 31, 1997, and December 31, 1996, consolidated balance sheets. In the liability section, total deposits decreased by $10 million or .3%, principally as a result of an $18 million or 5.2% decrease in non-interest bearing deposits and a $6 million or 2.2% decrease in money market checking accounts, reflecting normally higher year-end deposit levels in these deposit categories. Partially offsetting these decreases, money market savings deposits increased $9 million or .9%, certificates of deposit less than $100,000 increased $3 million or .4%, and certificates of deposit $100,000 or more increased $3 million or .6%. Federal funds purchased and securities sold under agreements to repurchase increased $118 million or 39.6% from year-end 1996 levels. This category of liabilities fluctuates with the availability of overnight funds purchased from downstream correspondent banks. Federal Home Loan Bank advances increased $34 million or 8.5% from December 31, 1996. This increase is principally the result of asset/liability management decisions related to the current interest rate environment. Long-term debt increased $50 million, reflecting management's decision to issue Floating Rate Capital Trust Pass-through Securities in March, 1997. The proceeds of this issue are expected to be used by the Company for general corporate purposes and may be counted as Tier 1 capital. In the asset section, total gross loans increased by $83 million or 3.5% compared to December 31, 1996 levels. Commercial loans increased by $5 million or 1.1% and real estate construction loans increased by $13 million or reflecting current demand. Consumer loans increased $22 million or 2.1%, reflecting an increased emphasis on promoting indirect automobile loans. Lease financing loans increased $8 million or 36.0% due to the Company's recent purchase of two leasing companies. Securities increased by $93 million or 6.1% from year-end 1996. Securities held to maturity increased by $69 million or 8.5%, and securities available for sale increased $24 million or 3.4%, reflecting current portfolio investment strategies, and current market conditions. 7 Federal funds sold and securities purchased under agreements to resell decreased by $9 million or 66.1% from December 31, 1996 levels, reflecting less excess funds that otherwise were not employed in loans or securities at March 31, 1997. Trading account securities increased by $14 million or 42.7% from year-end 1996 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 $13 million or 112.1% and payables increased $3 million or 262.1% reflecting levels of activity. Results of Operations - --------------------- Three Months Ended March 31, 1997, Compared to Three Months Ended March 31, 1996 - -------------------------------------------------------------------------------- Net income was $15,115,000 for the first quarter of 1997, a 13.9% increase over the $13,276,000 reported for the same period a year earlier. Earnings per share were $.30, compared to $.27 per share in 1996, up 11.1%. Net interest income, the difference between interest earned on loans and investments and interest paid on interest-bearing liabilities, increased by $5,357,000 or 15.9% for the first quarter of 1997. This increase reflects an $11,918,000 or 17.4% increase in total interest income that more than offsets a $6,561,000 or 18.8% increase in interest expense. Interest income increased in 1997 due to an increase of $564,514,000 or 16.5% in total average earning assets, and an increase in the yield on average earning assets from 8.07% in the first quarter of 1996 to 8.19% in the first quarter of 1997. The increased volume of earning assets positively impacted interest income by approximately $11,000,000, while the increased yield positively impacted interest income by approximately $1,000,000. Interest expense increased in the first quarter of 1997, reflecting an increase in average interest-bearing liabilities of $562,420,000 or 19.0%, and an increase in the cost of interest-bearing liabilities from 4.74% to 4.77%. The increase in the rate paid on interest- bearing liabilities had a minimal effect on interest expense, and the increase in average outstandings negatively affected interest expense by approximately $7,000,000. The net interest margin (taxable equivalent net interest income as a percentage of average earning assets) was 3.97% in first quarter 1997, compared to 3.96% in first quarter of 1996. The provision for loan losses in the first quarter of 1997 was $3,454,000, versus $2,842,000 for the first quarter of 1996. Net charge-offs were $2,554,000, or .43% of average loans compared to $1,628,000 or .33% of average loans in 1996. The increased provision was due to possible losses on current loan growth. The allowance for loan losses totaled $36,739,000 at March 31, 1997, representing 1.51% of quarter-end net loans, compared to $30,224,000 or 1.52% of quarter-end net loans at March 31, 1996. Following is a comparison of non-earning assets and loans past due 90 days or more for the quarters ended March 31, 1997, December 31, 1996, and March 31, 1996 (dollars in thousands):
3-31-97 12-31-96 3-31-96 ------- -------- ------- Non-accrual loans 0 0 0 Renegotiated loans 0 0 0 Other real estate 0 0 0 ------- -------- ------- Total non-earning assets 0 0 0 ======= ======== =======
8
3-31-97 12-31-96 3-31-96 ------- -------- ------- Accruing loans past due 90 days or more 4,430 3,482 3,670 Percentage of total loans .18% .15% .18%
Non-interest income, excluding securities transactions, totaled $17,596,000 for the quarter, an increase of $2,665,000, or 17.8%, from last year's first quarter. The Company's broker/dealer revenue decreased $1,075,000 versus first quarter 1996, 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 $3,740,000 or 33.0%. Securities losses totaled $1,000 in first quarter 1997, compared to securities gains of $25,000 in 1996. Non-interest expenses (excluding the provision for loan losses) increased by $4,533,000 or 18.6 in first quarter, 1997, 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 return on average assets and return on average equity were 1.44% and 19.02% respectively, for first quarter of 1997. These compared with 1996 first quarter returns of 1.47% and 18.14%, 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 $12,041 from December 31, 1996. Retained earnings accounted for the majority of the increase. Through March 31, 1997, 1,028,428 shares had been repurchased and cancelled under a stock repurchase program initiated in January, 1996. The following capital ratios do not include the effect of FAS No. 115 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, 1997.
3-31-97 12-31-96 3-31-96 ------- -------- ------- Total capital to risk-weighted assets 13.91% 12.30% 13.25% Tier I capital to risk-weighted assets 12.66% 11.05% 12.01% Tier I capital to assets (leverage ratio) 8.76% 7.33% 8.01%
9 PART II. OTHER INFORMATION - --------------------------- Item 6. Exhibits and Reports on Form 8-K -------------------------------- a. Exhibits 11. Computation of Earnings per Share 27. Financial Data Schedule b. Reports on Form 8-K The Registrant did not file any reports on Form 8-K during the quarter ended March 31, 1997. 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/ Lewis E. Holland -------------------------------------- Lewis E. Holland Executive Vice President, Treasurer and Chief Financial Officer (Authorized Officer) (Principal Financial Officer) Date May 14, 1997 -------------------- 10 EXHIBIT 11. Computation of Earnings Per Share* - ----------------------------------------------
In Thousands, Except Per Share Data ------------------------------------ Three Months Ended Mar. 31 ------------------------------------ 1997 1996 ----------------- ----------------- Primary: Average shares outstanding 49,004 49,668 Less leveraged ESOP shares 0 (210) Net effect of the assumed exercise of stock options - based on the treasury stock method using average market price 1,532 1,022 ------- ------- Total 50,536 50,480 ======= ======= Net income $15,115 $13,276 Per share amount $ .30 $ .27 Fully Diluted: Average shares outstanding 49,004 49,668 Less leveraged ESOP shares 0 (210) Net effect of the assumed exercise of stock options - based on the treasury stock method using higher of quarter-end and average market price 1,532 1,248 ------- ------- 50,536 50,706 ======= ======= Net income $15,115 $13,276 Per share amount $ .30 $ .26
* Adjusted to reflect 2-for-1 stock split declared April 23, 1997. 11 EX-27 2 FINANCIAL DATA SCHEDULE
9 1,000 3-MOS 3-MOS DEC-31-1997 DEC-31-1996 JAN-01-1997 JAN-01-1996 MAR-31-1997 MAR-31-1996 183,451 151,573 18,304 17,008 4,477 10,998 45,411 19,763 724,847 572,420 886,277 826,984 870,244 819,297 2,431,322 1,983,881 36,739 30,224 4,429,162 3,663,372 2,966,508 2,556,362 610,389 393,267 88,292 48,892 441,852 366,162 0 0 0 0 322,121 298,689 0 0 4,429,162 3,663,372 53,015 43,979 25,595 22,224 727 1,047 79,337 67,250 29,445 25,125 41,480 34,919 37,857 32,331 3,454 2,842 (1) 25 28,954 24,421 23,044 20,024 23,044 20,024 0 0 0 0 15,115 13,276 .30 .27 .30 .26 3.97 3.96 0 0 4,430 3,670 0 0 0 0 35,514 29,010 3,339 2,607 785 979 36,739 30,224 36,739 30,224 0 0 0 0
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