<PAGE>
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 June 30, 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 -- 48,904,845 shares as of August 8, 1997
<PAGE>
PART I. FINANCIAL INFORMATION
- ------------------------------
Item 1. Financial Statements
--------------------
NATIONAL COMMERCE BANCORPORATION
Consolidated Balance Sheets
--------------------------------
(In Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1997 1996
----------- -----------
<S> <C> <C>
(unaudited)
ASSETS
------
Cash and cash equivalents:
Interest-bearing deposits with other banks $ 17,933 $ 17,789
Cash and non-interest bearing deposits 147,431 164,894
Federal funds sold and securities
purchased under agreements to resell 24,639 13,219
---------- ----------
Total cash and cash equivalents 190,003 195,902
---------- ----------
Securities:
Held-to-maturity 882,584 817,124
Available-for-sale 733,615 700,775
---------- ----------
Total securities 1,616,199 1,517,899
---------- ----------
Trading account securities 34,059 31,812
Loans:
Commercial, financial and agricultural 471,087 469,604
Real estate - construction 201,180 168,556
Real estate - mortgage 709,384 598,277
Consumer 1,129,488 1,088,095
Lease financing 31,567 23,444
Unearned discounts (2,054) (3)
---------- ----------
Total loans 2,540,652 2,347,973
Less allowance for loan losses 38,110 35,514
---------- ----------
Net loans 2,502,542 2,312,459
---------- ----------
Premises and equipment, net 24,039 21,799
Broker/dealer customer receivables 20,928 11,699
Other assets 133,813 108,839
---------- ----------
Total assets $4,521,583 $4,200,409
========== ==========
</TABLE>
See notes to consolidated financial statements.
1
<PAGE>
Consolidated Balance Sheets (cont.)
- -----------------------------------
(In Thousands)
<TABLE>
<CAPTION>
June 30 Dec. 31
1997 1996
---------- ---------
<S> <C> <C>
(unaudited)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Liabilities:
Deposits:
Non-interest-bearing deposits $ 341,992 $ 352,676
Money market checking 269,093 275,471
Savings 81,612 79,599
Money market savings 974,370 970,838
Certificates of deposit less than $100,000 804,131 728,249
Certificates of deposit of $100,000 or more 526,347 569,597
---------- ----------
Total deposits 2,997,545 2,976,430
---------- ----------
Federal funds purchased and securities sold
under agreements to repurchase 504,416 298,410
Broker/dealer customer payables 0 1,002
Accounts payable and accrued liabilities 75,939 59,064
Federal Home Loan Bank advances 404,724 396,109
Long-term debt 206,035 156,065
---------- ----------
Total liabilities 4,188,659 3,887,080
---------- ----------
Stockholders' equity:
Common stock 98,051 48,770
Additional paid-in capital 61,191 61,763
Retained earnings 172,792 201,566
Unrealized gains (losses) on securities, net of taxes 890 1,230
---------- ----------
Total stockholders' equity 332,924 313,329
Total liabilities and --------- ---------
stockholders' equity $4,521,583 $4,200,409
========== ==========
</TABLE>
See notes to consolidated financial statements.
2
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Income
--------------------------------
(Unaudited)
(In Thousands, Except per Share Data)
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30 ended June 30
-------------------- -------------------
1997 1996 1997 1996
--------- --------- -------- ---------
<S> <C> <C> <C> <C>
Interest income:
Loans $55,914 $46,163 $108,929 $ 90,142
Securities:
Taxable 25,219 21,511 48,497 41,729
Non-taxable 1,434 1,957 3,751 3,963
Trading account securities 519 350 824 772
Deposits at banks 233 215 456 441
Other 200 249 399 648
------- ------- -------- --------
Total interest income 83,519 70,445 162,856 137,695
------- ------- -------- --------
Interest expense:
Deposits:
Money market savings 883 1,000 1,826 2,071
Savings 408 419 790 860
Money market savings 10,304 8,227 20,653 16,075
Certificates of deposit less than $100,000 10,383 8,904 20,333 18,171
Certificates of deposit $100,000 or more 7,757 6,822 15,578 13,320
Federal Home Loan Bank advances 6,169 6,591 11,251 11,829
Long-term debt 3,190 115 5,486 229
Federal funds purchased and securities
sold under agreements to repurchase 5,417 4,537 10,074 8,979
------- ------- -------- --------
Total interest expense 44,511 36,615 85,991 71,534
------- ------- -------- --------
Net interest income 39,008 33,830 76,865 66,161
Provision for loan losses 3,551 4,453 7,005 7,295
------- ------- -------- --------
Net interest income after
provision for loan losses 35,457 29,377 69,860 58,866
------- ------- -------- --------
Other income:
Trust service income 2,120 2,160 4,354 4,349
Service charges on deposits 3,947 3,404 7,798 6,775
Other services charges and fees 3,711 2,655 6,855 4,405
Broker/dealer revenue 2,226 2,360 4,732 5,941
Securities gains (losses) 30 (257) 29 (232)
Other income 6,816 8,539 12,677 12,579
------- ------- -------- --------
Total other income 18,850 18,861 36,445 33,817
------- ------- -------- --------
</TABLE>
3
<PAGE>
Consolidated Statements of Income (cont.)
- ---------------------------------
<TABLE>
<CAPTION>
For the three months For the six months
ended June 30 ended June 30
-------------------- ------------------
1997 1996 1997 1996
-------- ------- -------- --------
<S> <C> <C> <C> <C>
Other expenses:
Salaries and employee benefits 14,117 12,076 27,794 24,053
Occupancy expense 2,574 2,362 5,146 4,712
Furniture and equipment expenses 1,174 943 2,298 1,846
FDIC assessment 122 109 211 216
Other expenses 11,626 11,866 23,118 20,950
------- ------- ------- -------
Total other expenses 29,613 27,356 58,567 51,777
------- ------- ------- -------
Income before income taxes 24,694 20,882 47,738 40,906
Income taxes 8,585 7,119 16,514 13,867
------- ------- ------- -------
Net income $16,109 $13,763 $31,224 $27,039
======= ======= ======= =======
Net income per share of common stock $ .32 $ .27 $ .62 $ .54
Dividends per share of common stock $ .11 $ .10 $ .22 $ .19
</TABLE>
See notes to consolidated financial statements.
4
<PAGE>
NATIONAL COMMERCE BANCORPORATION
Consolidated Statements of Cash Flows
-------------------------------------
(Unaudited)
<TABLE>
<CAPTION>
For the Six Months
Ended June 30
-----------------------
1997 1996
----------- ----------
(In Thousands)
<S> <C> <C>
Operating activities:
Net income $ 31,224 $ 27,039
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Provision for loan losses 7,005 7,295
Provision for depreciation and amortization 2,465 1,849
Amortization of security premiums and accretion
of discounts, net 26 (6)
Deferred income taxes (credit) (19) (903)
(Increase) decrease in trading account securities (2,247) (15,400)
Realized securities (gains) losses (29) 232
(Increase) decrease in broker/dealer customer receivables (9,229) (2,688)
(Increase) decrease in interest receivable (839) (2,570)
(Increase) decrease in other assets (24,116) (13,341)
Increase (decrease) in broker/dealer customer payables (1,002) 3,859
Increase (decrease) in interest payable (171) 295
Increase (decrease) in accounts payable and accrued expenses 19,182 19,554
--------- ---------
Net cash provided by (used in) operating activities 22,250 25,215
--------- ---------
Investing activities:
Available for sale securities:
Proceeds from the maturities of securities 23,071 163,690
Proceeds from sales of securities 78,214 190,215
Purchases of securities available for sale (128,655) (375,440)
Purchases of securities held to maturity (71,490) (149,707)
Net increase (decrease) in loans (197,088) (207,896)
Purchase of premises and equipment (4,705) (1,916)
--------- ---------
Net cash provided by (used in) investing activities (300,653) (381,054)
--------- ---------
Financing activities:
Net increase (decrease) in demand deposits,
NOW accounts and savings accounts (11,517) 11,842
Net increase (decrease) in certificates of deposit 32,632 54,437
Net increase (decrease) in federal funds purchased and
securities sold under agreements to repurchase 206,006 (5,848)
Increase (decrease) in long-term debt 49,970 0
Increase (decrease) in Federal Home Loan Bank advances 8,615 125,966
Proceeds from exercise of stock options 2,212 2,680
Issuance of common stock 17 3,584
Repurchases of common stock (4,616) (24,181)
Cash dividends paid (10,815) (9,364)
--------- ---------
Net cash provided by (used in) financing activities 272,504 159,116
--------- ---------
Decrease in cash and cash equivalents (5,899) (196,723)
Cash and cash equivalents at beginning of period 195,902 387,755
--------- ---------
Cash and cash equivalents at end of period $ 190,003 $ 191,032
========= =========
Interest paid $ 86,162 $ 71,239
Income taxes paid 16,211 $ 13,872
</TABLE>
5
<PAGE>
NATIONAL COMMERCE BANCORPORATION
--------------------------------
Notes to Consolidated Financial Statements
------------------------------------------
June 30, 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 June 30, 1997 the securities in the "Available
for Sale" category included $1.5 million in unrealized gains. Accordingly,
total securities and total stockholders' equity were increased by $1.5
million and $890,000 (net of taxes), respectively, at June 30, 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 gains are not included in net income. The fair value of the
"Held to Maturity" category was $869.0 million at June 30, 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 June 30, 1997 and
June 30, 1996 is not expected to be material.
6
<PAGE>
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 through June 30, 1997.
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
occurrence of unanticipated events or changes to future results over time.
Financial Condition
- -------------------
Following is a comparison of the June 30, 1997, and December 31, 1996,
consolidated balance sheets. In the liability section, total deposits increased
by $21 million or .7%, principally as a result of a $76 million or 10.4%
increase in certificates of deposit less than $100,000, a $4 million or .4%
increase in money market savings accounts, and a $2 million or 2.5% increase in
savings accounts. Partially offsetting these increases, non-interest bearing
deposits decreased $11 million or 3.0%, and money market checking deposits
decreased $6 million or 2.3% reflecting normally higher year-end deposit levels
in these deposit categories, and certificates of deposit of $100,000 or more
decreased $43 million or 7.6%.
Federal funds purchased and securities sold under agreements to repurchase
increased $206 million or 69.0% 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 $9 million or 2.2% 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 or 32.0%, 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 loans, net of unearned discounts, increased by
$193 million or 8.2% compared to December 31, 1996 levels. Commercial loans
increased by $1 million or 0.3% and real estate construction loans increased by
$33 million or 19.4%, reflecting current demand. Real estate mortgage loans
increased by $111 million or 18.6, reflecting an increased emphasis on promoting
equity loans. Consumer loans increased $41 million or 3.8%, reflecting an
increased emphasis on promoting indirect automobile loans. Lease financing
loans increased $8 million or 34.6% due to the Company's recent purchase of two
leasing companies.
Securities increased by $98 million or 6.5% from year-end 1996. Securities
7
<PAGE>
Securities increased by $98 million or 6.5% from year-end 1996. Securities
held to maturity increased by $65 million or 8.0%, and securities available for
sale increased $33 million or 4.7%, reflecting current portfolio investment
strategies, and current market conditions.
Federal funds sold and securities purchased under agreements to resell
increased by $11 million or 86.4% from December 31, 1996 levels, reflecting
excess funds that otherwise were not employed in loans or securities at June 30,
1997.
Trading account securities increased by $2 million or 7.1% 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 $9 million or 78.9% and
payables decreased $1 million or 100.0% reflecting levels of activity.
Results of Operations
- ---------------------
Three Months Ended June 30, 1997, Compared to Three Months Ended June 30, 1996
- --------------------------------------------------------------------------------
Net income was $16,109,000 for the second quarter of 1997, a 17.0% increase
over the $13,763,000 reported for the same period a year earlier. Earnings per
share were $.32, compared to $.27 per share in 1996, up 18.5%.
Net interest income, the difference between interest earned on loans and
investments and interest paid on interest-bearing liabilities, increased by
$5,040,000 or 14.3% for the second quarter of 1997 compared to second quarter
1996. This increase reflects an $12,936,000 or 18.0% increase in total interest
income that more than offsets a $7,896,000 or 21.6% increase in interest
expense. Interest income increased in 1997 due to an increase of $598,033,000
or 16.8% in total average earning assets, and an increase in the yield on
average earning assets from 8.12% in the second quarter of 1996 to 8.18% in the
second quarter of 1997. The increased volume of earning assets positively
impacted interest income by approximately $12,000,000, while the increased yield
positively impacted interest income by approximately $1,000,000. Interest
expense increased in the second quarter of 1997, reflecting an increase in
average interest-bearing liabilities of $574,865,000 or 18.5%, and an increase
in the cost of interest-bearing liabilities from 4.74% to 4.85%. 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
3.88% in second quarter 1997, compared to 3.98% in second quarter of 1996.
The provision for loan losses in the second quarter of 1997 was $3,551,000,
versus $4,453,000 for the second quarter of 1996. Net charge-offs were
$2,480,000, or .40% of average loans compared to $1,799,000 or .35% of average
loans in 1996. The allowance for loan losses totaled $38,110,000 at June 30,
1997, representing 1.50% of quarter-end net loans, compared to $32,475,000 or
1.52% of quarter-end net loans at June 30, 1996.
Following is a comparison of non-earning assets and loans past due 90 days
or more for the quarters ended June 30, 1997, March 31, 1997, and June 30, 1996
(dollars in thousands):
<TABLE>
<CAPTION>
<S> <C> <C> <C>
6-30-97 3-31-97 6-30-96
------- ------- -------
Non-accrual loans 0 0 0
Renegotiated loans 0 0 0
Other real estate 0 0 97
------- ------- -----
Total non-earning assets 0 0 97
======= ======= =====
Loans past due 90 days or more 4,196 4,430 2,561
Percentage of total loans .17% .18% .12%
</TABLE>
8
<PAGE>
Non-interest income, excluding securities transactions, totaled $18,820,000
for the quarter, an decrease of $298,000, or 1.6%, from last year's second
quarter. Included in second quarter, 1996 non-interest income was a pre-tax gain
of $2.9 million on the sale of certain assets, primarily loans, of the Company's
Commerce Finance subsidiary. Excluding this gain, non-interest income increased
$2,602,000 or 16.0% for the second quarter compared to second quarter 1996. The
Company's broker/dealer revenue decreased $134,000 versus second 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 $2,736,000 or
19.7%. Securities gains totaled $30,000 in second quarter 1997, compared to
securities losses of $257,000 in second quarter 1996.
Non-interest expenses (excluding the provision for loan losses) increased by
$2,257,000 or 8.3% in second quarter, 1997, primarily reflecting increased
employment and occupancy 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
1.46% and 19.38% respectively, for second quarter of 1997. These compared with
1996 second quarter returns of 1.47% and 18.89%, respectively.
Six Months Ended June 30, 1997, Compared to Six Months Ended June 30, 1996
- --------------------------------------------------------------------------------
For the six months ended June 30, 1997, net income totaled $31,224,000, a
15.5% increase over the $27,039,000 for the first six months of 1996. Earnings
per share were $.62, compared to $.54 for the same period in 1996, a 14.8%
increase. For the six-month period, return on average assets and return on
average stockholders' equity were $1.45% and 19.21% respectively. These
compared with 1996 six month returns of 1.47% and 18.51%.
Net interest income increased by $10,398,000 or 15.1% for the first six
months of 1997. This increase reflects a $24,855,000 or 17.7% increase in total
interest income that more than offsets a $14,457,000,000 or 20.2% increase in
interest expense. Interest income increased in 1997 due to an increase of
$581,274,000 or 16.7% in total average earning assets, partially offset by an
increase in the yield on average earning assets from 8.09% in 1996 to 8.19% in
1997. The increased volume of earning assets positively impacted interest
income by approximately $23,000,000, and the increased yield positively impacted
interest income by approximately $1,000,000. Interest expense increased in the
first six months of 1997, reflecting an increase in average interest-bearing
liabilities of $568,642,000 or 18.7%, with the cost of interest-bearing
liabilities increasing from 4.74% to 4.81% in 1997. The increase in average
oustandings negatively impacted interest expense by approximately $13,000,000
while the increased rate negatively impacted expense by approximately
$1,000,000. The net interest margin was 3.93% in the first six months of 1997,
compared to 3.97% in the first six months of 1996.
The provision for loan losses for the first six months of 1997 was
$7,005,000, versus $7,295,000 for the first six months of 1996. Net charge-offs
were $5,034,000, compared to $3,427,000 in 1996.
Non-interest income, excluding securities transactions, totaled $36,416,000
for the first six months of 1997, compared to a total of $34,049,000 for the
first six months of 1996, an increase of 7.0%. Included in 1996 non-interest
income was the previously mentioned gain on the sale of certain assets,
primarily loans, of the Company's Commerce Finance subsidiary. Excluding this
gain, non-interest income increased $5,267,000 or 16.9%. The Company's broker-
dealer revenue decreased
9
<PAGE>
$1,209,000 or 20.4%, reflecting current market conditions. Other sources of non-
interest income, including service charge income, trust service income, fuel
card processing income, supermarket sublicence income increased a net of
$6,476,000 or 25.7%. Securities gains totaled $29,000 in 1997, compared to
$232,000 in securities losses in 1996.
Non-interest expenses (excluding the provision for loan losses) increased by
$6,790,000 or 13.1% for the first six months of 1997. Increased employment and
occupancy expenses relating to new products and locations, and increased
promotional expenses of new loan and deposit gathering campaigns were the
primary reasons for the increase.
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 $19,935,000 from December
31, 1996. Retained earnings accounted for the majority of the increase.
Through June 30, 1997, 2,262,000 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 June 30, 1997.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
6-30-97 3-31-97 6-30-96
------- ------- -------
Total capital to risk-weighted assets 13.91% 13.91% 12.22%
Tier I capital to risk-weighted assets 12.65% 12.66% 10.96%
Tier I capital to assets (leverage ratio) 8.58% 8.76% 7.41%
</TABLE>
10
<PAGE>
PART II. OTHER INFORMATION
- ---------------------------
Item 4. Submission of Matters to a Vote of Security Holders
----------------------------------------------------
At the Company's Annual Meeting of Shareholders held April 23, 1997, the
following proposals were approved by the shareholders of the Company:
The following individuals were elected to serve as directors of the Company
for terms that expire at the Annual Meeting of Shareholders to be held in 2000:
John D. Canale, III; R. Lee Jenkins; W. Neely Mallory, Jr.; James E. McGehee,
Jr.; and G. Mark Thompson. (18,882,980 shares in favor of the slate of
directors; 1,065,739 exceptions; and 101,823 withheld)
The appointment of Ernst & Young LLP as auditors of the Company for 1997 was
ratified. (19,912,063 in favor; 112,545 against; and 25,934 abstained)
The Company's 1994 Stock Plan was amended and restated. (19,455,853 in
favor; 465,888 against; and 128,801 abstained)
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 June 30, 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
Vice Chairman, Treasurer and
Chief Financial Officer
(Authorized Officer)
(Principal Financial Officer)
Date August 12, 1997
----------------
11
<PAGE>
EXHIBIT 11. Computation of Earnings Per Share
- ----------------------------------------------
<TABLE>
<CAPTION>
In Thousands, Except Per Share Data
Three Months Ended Six Months Ended
June 30 June 30
------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Primary:
Average shares outstanding 49,182 49,130 49,093 49,400
Less leveraged ESOP shares 0 (226) 0 (218)
Net effect of the assumed exercise of stock
options - based on the treasury stock method
using average market price 1,537 1,194 1,535 1,108
------- ------- ------- -------
Total 50,719 50,098 50,628 50,290
======= ======= ======= =======
Net income $16,109 $13,763 $31,224 $27,039
Per share amount $ .32 $ .27 $ .62 $ .54
Fully Diluted:
Average shares outstanding 49,182 49,130 49,093 49,400
Less leveraged ESOP shares 0 (226) 0 (218)
Net effect of the assumed exercise of stock
options - based on the treasury stock method
using higher of quarter-end and average
market price 1,558 1,236 1,546 1,242
------- ------- ------- -------
50,740 50,140 50,639 50,424
======= ======= ======= =======
Net income $16,109 $13,763 $31,224 $27,039
Per share amount $ .32 $ .27 $ .62 $ .54
</TABLE>
12
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1996
<PERIOD-START> JAN-01-1997 JAN-01-1996
<PERIOD-END> JUN-30-1997 JUN-30-1996
<CASH> 147,431 151,540
<INT-BEARING-DEPOSITS> 17,933 17,400
<FED-FUNDS-SOLD> 24,639 22,092
<TRADING-ASSETS> 34,059 35,559
<INVESTMENTS-HELD-FOR-SALE> 733,615 615,890
<INVESTMENTS-CARRYING> 882,584 823,045
<INVESTMENTS-MARKET> 869,030 804,038
<LOANS> 2,540,652 2,133,998
<ALLOWANCE> 38,110 32,475
<TOTAL-ASSETS> 4,521,583 3,895,972
<DEPOSITS> 2,997,545 2,641,049
<SHORT-TERM> 757,331 398,898
<LIABILITIES-OTHER> 75,939 60,905
<LONG-TERM> 357,844 454,728
0 0
0 0
<COMMON> 332,924 289,974
<OTHER-SE> 0 0
<TOTAL-LIABILITIES-AND-EQUITY> 4,521,583 3,895,972
<INTEREST-LOAN> 108,929 90,142
<INTEREST-INVEST> 52,248 45,692
<INTEREST-OTHER> 1,679 1,861
<INTEREST-TOTAL> 162,856 137,695
<INTEREST-DEPOSIT> 59,180 50,497
<INTEREST-EXPENSE> 85,991 71,534
<INTEREST-INCOME-NET> 76,865 66,161
<LOAN-LOSSES> 7,005 7,295
<SECURITIES-GAINS> 29 (232)
<EXPENSE-OTHER> 58,567 51,777
<INCOME-PRETAX> 47,738 40,906
<INCOME-PRE-EXTRAORDINARY> 47,738 40,906
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 31,224 27,039
<EPS-PRIMARY> .62 .54
<EPS-DILUTED> .62 .54
<YIELD-ACTUAL> 3.93 3.97
<LOANS-NON> 0 0
<LOANS-PAST> 4,196 2,561
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 499
<ALLOWANCE-OPEN> 35,514 29,010
<CHARGE-OFFS> 6,554 5,094
<RECOVERIES> 1,520 1,667
<ALLOWANCE-CLOSE> 38,110 32,475
<ALLOWANCE-DOMESTIC> 38,110 32,475
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 0 0
</TABLE>
