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 September 30, 1999
Commission File Number 2-89900
NBC CAPITAL CORPORATION
(Exact name of registrant as specified in its charter.)
Mississippi 64-0694775
(State of other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
NBC Plaza, P. O. Box 1187, Starkville, Mississippi 39760
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (601) 323-1341
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 each of the issuer's classes
of common stock, as of the latest practical date:
Common Stock, $1 Par Value - 7,213,034 shares as of September 30, 1999.
PART I - FINANCIAL INFORMATION
NBC CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR
NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
(Amounts in thousands, except per share data)
1999 1998
_______ _______
INTEREST INCOME:
Interest and Fees on Loans $38,935 $39,783
Interest And Dividends On Investment Securities 9,166 10,193
Other Interest Income 2,009 1,299
_______ _______
Total Interest Income 50,110 51,275
INTEREST EXPENSE:
Interest on Deposit 21,327 22,931
Interest on Borrowed Funds 1,741 1,757
_______ _______
Total Interest Expense 23,068 24,688
_______ _______
Net Interest Income 27,042 26,587
Provision for Possible Loan Losses 1,729 1,028
_______ _______
Net Interest Income After Provision for
Loan Losses 25,313 25,559
_______ _______
NON-INTEREST INCOME:
Income from Fiduciary Activities 990 887
Service Charge on Deposit Accounts 3,658 3,183
Other Non-Interest Income 4,985 2,874
_______ _______
Total Non-Interest Income 9,633 6,944
Gains (Losses) on Securities 37 46
NON-INTEREST EXPENSE:
Salaries and Employee Benefits 12,945 11,147
Expense of Premises and Fixed Assets 3,407 2,897
Other Non-Interest Expense 9,053 6,174
_______ _______
Total Non-Interest Expense 25,405 20,218
_______ _______
Income Before Income Taxes 9,578 12,331
Income Taxes 1,978 3,249
_______ _______
NET INCOME $ 7,600 $ 9,082
======= =======
Net Earnings Per Share:
Basic $ 1.06 $ 1.30
======= =======
Diluted $ 1.05 $ 1.29
======= =======
CONSOLIDATED STATEMENTS OF INCOME FOR
QUARTER ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
(Amounts in thousands, except per share data)
1999 1998
_______ _______
INTEREST INCOME:
Interest and Fees on Loans $13,302 $13,425
Interest And Dividends On Investment Securities 3,043 3,194
Other Interest Income 683 520
_______ _______
Total Interest Income 17,028 17,139
INTEREST EXPENSE:
Interest on Deposit 7,029 7,704
Interest on Borrowed Funds 744 565
_______ _______
Total Interest Expense 7,773 8,269
_______ _______
Net Interest Income 9,255 8,870
Provision for Possible Loan Losses 1,099 353
_______ _______
Net Interest Income After Provision for
Loan Losses 8,156 8,517
_______ _______
NON-INTEREST INCOME:
Income from Fiduciary Activities 330 299
Service Charge on Deposit Accounts 1,619 1,409
Other Non-Interest Income 2,864 632
_______ _______
Total Non-Interest Income 4,813 2,340
_______ _______
Gains (Losses) on Securities 20 22
_______ _______
INTEREST EXPENSE:
Salaries and Employee Benefits 4,033 3,473
Expense of Premises and Fixed Assets 1,535 1,336
Other Non-Interest Expense 5,876 1,894
_______ _______
Total Non-Interest Expense 11,444 6,703
_______ _______
Income Before Income Taxes 1,545 4,176
income Taxes 105 1,123
_______ _______
NET INCOME $ 1,440 $ 3,053
======= =======
Net Earnings Per Share:
Basic $ 0.20 $ 0.44
======= =======
Diluted $ 0.20 $ 0.43
======= =======
NBC CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share amounts)
Sept.. 30, 1999 Dec. 31, 1998
(Unaudited) (Audited)
ASSETS:
Cash and Balances Due From Banks:
Noninterest -Bearing Balances $ 27,919 $ 31,786
Interest-bearing Balances 40,286 31,006
________ ________
Total Cash and Due From Banks 68,205 62,792
Held-To-Maturity Securities
(Market value of $32,492 at
September 30, 1999 and $45,534 at
December 31, 1998) 30,822 42,259
Available-For-Sale Securities 204,365 183,989
________ ________
Total Securities 235,187 226,248
Federal Funds Sold and Securities
Purchased Under Agreement to Resell 136 26,228
Loans 602,667 586,833
Less: Reserve for Loan Losses (10,790) (10,102)
________ ________
Net Loans 591,877 576,731
Bank Premises and Equipment (Net) 17,043 16,877
Interest Receivable 8,622 9,246
Other Assets 24,847 19,025
________ ________
TOTAL ASSETS $945,917 $937,147
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-Interest Bearing $ 87,425 $ 97,418
Interest Bearing Deposits 669,510 679,537
________ ________
Total Deposits 756,935 776,955
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 17,438 10,464
Other Borrowed Funds 44,927 25,163
Interest Payable 3,240 3,275
Other Liabilities 8,357 9,421
________ ________
TOTAL LIABILITIES 830,897 825,278
________ ________
Stockholders' Equity:
Common Stock $1 par Value, Authorized
10,000,000 shares, Issued and
Outstanding 7,213,034 7,213 7,045
Surplus and Undivided Profits 109,656 103,448
Net Unrealized Holding Gains (losses)
on Available-for-Sale Securities (1,849) 1,376
________ ________
TOTAL STOCKHOLDERS' EQUITY 115,020 111,869
________ ________
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $945,917 $937,147
======== ========
NBC CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(Unaudited)
(Amounts in thousands)
1999 1998
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 7,600 $ 9,082
Adjustments to Reconcile Net Income to Net Cash
Depreciation and Amortization 1,764 1,764
Deferred Income Taxes (Credits) (1,578) (49)
Provision for Loan Losses 1,729 1,028
Loss (Gain) on Sale of Securities (37) (46)
(Increase) Decrease in Interest Receivable 624 (288)
(Increase) Decrease in Other Assets (3,002) (5,599)
Increase (Decrease) in Interest Payable (35) 258
Increase (Decrease) in Other Liabilities (1,064) (529)
________ ________
Net Cash Provided by Operating Activities 6,001 5,621
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Maturities of Securities 30,009 53,771
Proceeds from Sale of Securities 12,333 24,297
Purchase of Securities (56,167) (64,644)
(Increase) Decrease in Loans (16,875) (13,655)
Additions to Bank Premises and Equipment (1,510) (1,216)
Other Investing Activities (168) 656
________ ________
Net Cash Used in Investing Activities (32,378) (791)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Deposits (20,020) 24,440
Dividend Paid on Common Stock (1,020) (922)
Increase (Decrease) in Borrowed Funds 26,738 (7,839)
Other Financing Activities 0 385
________ ________
Net Cash Provided by Financing Activities 5,698 16,064
________ ________
Net Increase (decrease) in Cash and Cash
Equivalents (20,679) 20,894
Cash and Cash Equivalents at Beginning of Year 89,020 57,184
________ ________
Cash and Cash Equivalents at End of Quarter $ 68,341 $ 78,078
======== ========
Interest $ 23,103 $ 24,430
======== ========
Income Taxes $ 2,838 $ 2,759
======== ========
NBC CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements include the
accounts of NBC Capital Corporation (NBC) and its subsidiaries, National
Bank of Commerce and First National Finance Company. All significant
intercompany accounts and transactions have been eliminated. In the normal
decision making process, management makes certain estimates and assumptions
that affect the reported amounts that appear in these statements. Although
management believes that the estimates and assumptions are reasonable and
are based on the best information available, actual results could differ.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with Generally Accepted Accounting
Principles have been condensed or omitted.
In the opinion of management, all adjustments necessary for the fair
presentation of the financial statement presented in this report have been
made. Such adjustments were of a normal recurring nature.
During the quarter ended September 30, 1999, NBC completed two
acquisitions. FFBS Bancorp, Inc., the parent company for First Federal Bank
for Savings, was acquired as of August 31, 1999, and Galloway-Chandler-
McKinney Insurance Agency was acquired as of September 30, 1999. As
previously reported, the Corporation acquired First National Corporation of
West Point on December 31, 1998. All the outstanding shares of the three
companies were acquired in exchange for shares of the Corporation's common
stock.
All of these acquisitions were accounted for as poolings of interest. As a
result, Generally Accepted Accounting Principles required that the balances
and results of operations of these acquired companies be included in the
Balance Sheets and Statements of Income for NBC from the beginning of the
earliest period reported. Therefore, the 1999 Balance Sheet and Statement
of Income include balances and results of Operations for both FFBS Bancorp,
Inc., and Galloway-Chandler-McKinney Insurance Agency. Since First
National Corporation was acquired as of December 31, 1998, it has been
included as a part of NBC for all of 1999. Additionally, the 1998 numbers
for NBC have been restated to reflect the mergers with FFBS Bancorp, Inc.,
and First National Corporation of West Point. The 1998 amounts have not
been restated for the merger with Galloway-Chandler-McKinney Insurance
Agency because the amounts were not considered material to the Consolidated
Financial Statements of NBC.
PART I. ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
SEPTEMBER 30, 1999
RESULTS OF OPERATIONS
First three quarters of 1999 compared to the first three quarters of 1998
Earnings for the first three quarters of 1999 decreased by 16.3% to $7.60
million or $1.05 per share. This compares to $9.08 million to $1.29 per
share for the first three quarters of 1998. These 1999 totals equate to a
1.1% return on average assets and a 9.0% return on average equity. This
decline in earnings for 1999 resulted from non-reoccurring merger related
expenses associated with the acquisitions of FFBS Bancorp, Inc., and
Galloway-Chandler-McKinney Insurance Agency of $3.30 million ($2.07 million
after taxes). Without these non-reoccurring expenses, net earnings would
have been $9.67 million or $1.34 per share. This would have resulted in a
return on average assets of 1.4% and a return on average equity of 11.3%.
Net interest income for the first three quarters of 1999 was $27.04 million
compared to $26.59 million for 1998. This represents an increase of 1.7%.
This increase resulted in a two basis point increase in the net interest
margin and a $10.49 million increase in average earning assets. The mix of
average earning assets also changed as a result of the above referenced
acquisitions and other factors.
Non-interest income grew 38.7% resulting from an 11.6% increase in income
from the Company's Trust and Financial Management activities and a 14.9%
increase in income from deposit accounts. Additionally, other non-interest
income increased by $2.11 million or 73.4%. The major portion of this
increase resulted from the acquisition of Galloway-Chandler-McKinney
Insurance Agency as of September 30, 1999 and the inclusion of their
revenues for all of 1999. The 1998 amounts were not restated because the
net earnings for this company were not considered material to the
Consolidated Net Earnings of NBC. Please refer to the Acquisition of
Assets section of Management's Discussion and Analysis in this document for
additional information about this acquisition.
Security gains of approximately $37,000 were generated during the first
three quarters of 1999. All of the securities that were sold would have
matured during the first quarter of 2000. As the Company began the process
of determining its liquidity needs to meet the projected cash demands
relating to Y2K, management decided to liquidate these securities at this
time to take advantage of their price in the market.
Non-interest expenses increased 25.7% for the period reported. This
increase resulted from a 16.1% increase in salaries and employment
benefits, a 17.6% increase in the expenses associated with premises and
fixed assets and a 46.6% increase in other non-interest expenses. The
increase in the expenses associated with premises and fixed assets resulted
from a major renovation of the main office of the Company's Banking Center
in Tuscaloosa, Alabama. This building was acquired as part of the
acquisition of First National Corporation of West Point as of December 31,
1998. The increase in salary and employee benefits for 1999 results from
normal annual raises, positions added during the year as a result of growth
and the commission and salary expense for Gallowy-Chandler-McKinney
Insurance Agency that was included in 1999, but not 1998. The increase in
other non-interest expense resulted from merger expenses incurred in
conjunction with the 1999 acquisitions previously mentioned in this
document.
Third quarter of 1999 compared to the third quarter of 1998
Earnings for the third quarter of 1999 declined 52.8% to $1.44 million or
$.20 per share. This compares to $3.05 million or $.43 per share for the
third quarter of 1998. This decline in earnings for 1999 resulted from the
non-reoccurring merger related expenses associated with the acquisitions of
FFBS Bancorp, Inc., and Galloway-Chandler-McKinney Insurance Agency of
$3.30 million ($2.07 million after taxes).
Net Interest Income for the third quarter of 1999 was $9.26 million
compared to $8.87 million in 1998. This represents an increase of 4.3%.
This increase resulted from a one basis point decrease in the net interest
margin and an $6.5 million increase in average earning assets.
Non-Interest Income increased from $2.34 million in 1998 to $4.81 million
in 1999. This represents an increase of 105.6%. This increase is composed
of a 10.7% increase in income from the Company's Trust and Financial
Management activities and a 14.9% increase in income from deposit accounts.
This increase in income from deposit accounts is the result of management's
efforts in managing the fee waiver process. Additionally, other
non-interest income increased by $2.23 million. The major portion of this
increase resulted from the acquisition of Galloway-Chandler-McKinney
Insurance Agency as of September 30, 1999, and the inclusion of their
revenues for all of 1999. The 1998 amounts were not restated because the
net earnings for this company were not considered material to the
Consolidated Net Earnings of NBC. Please refer to the Acquisition of
Assets section of Management's Discussion and Analysis in this document for
additional information about this acquisition.
Non-Interest Expense for the third quarter of 1999 increased 70.7% over the
third quarter of 1998. This increase resulted from a 16.1% increase in
salaries and employment benefits, a 14.9% increase in the expenses
associated with premises and fixed assets and a 206.6% increase in other
non-interest expenses. The increase in the expenses associated with
premises and fixed assets resulted from the normal purchases of new
equipment to accommodate the growth in staff resulting from acquisitions
and from a major renovation of the main office of the Company's Banking
Center in Tuscaloosa, Alabama. This building was acquired as part of the
acquisition of First National Corporation of West Point as of December 31,
1998. The increase in salary and employee benefits for 1999 results from
normal annual raises, positions added during the year as a result of growth
and the commission and salary expense for Gallowy-Chandler-Mckinney
Insurance Agency that was included in this quarter of 1999, but not 1998.
The increase in other non-interest expense results from merger expenses
incurred in conjunction with the 1999 acquisitions previously mentioned in
this document.
FINANCIAL CONDITION
The Company's balance sheet shows an increase in total assets from $937
million to $946 million during the first three quarters of 1999. During
this period, deposits decreased by $20 million. During this same period,
the Federal Home Loan Bank borrowings and Securities Sold Under Agreements
to Repurchase increased $19.8 million and $7.0 million, respectively. This
net increase in available funds, along with a $26.0 million reduction in
the amount of Fed Funds Sold, were used to fund an increase in the
investment securities portfolio of $8.9 million and an increase in net
loans of $15.8 million. The remaining funds were invested in the Federal
Home Loan Bank money market account in an effort to increase the Bank's
liquidity position for the potential cash needed for Y2K purposes. Loan
quality remains good and management is committed to not relaxing its
underwriting standards.
Shareholders' equity increased from $111.9 million to $115.0 million during
the first three quarters of 1999. This represented a 2.8% increase.
During this period there was a decrease in the market value of the
available-for-sale portion of the investment securities portfolio. This
resulted in the Accumulated Other Comprehensive Income on the
available-for-sale securities component of Shareholders' Equity decreasing
from $1,376,000 at December 31, 1998, to a negative balance of $1,849,000
at September 30, 1999. Also, during the first three quarters of the year
the Company declared a dividend of approximately $1,020,000, payable on
July 1, 1999.
The Company's bank subsidiary is required to maintain a minimum amount of
capital to total risk weighted assets as defined by the banking regulators.
At September 30, 1999, the bank's Tier I, Tier II and Total Capital Ratios
exceeded the well-capitalized standards developed under the referenced
regulatory guidelines.
Dividends paid by the Company are provided from dividends received from the
subsidiary bank. Under the regulations controlling national banks, the
payment of dividends by the bank without prior approval from the
Comptroller of the Currency is limited in amount to the current year's net
profit and the retained net earnings of the two preceding years. At
September 30, 1999, this amounted to approximately $17.0 million. Also,
under regulations controlling national banks, the bank is limited in the
amount it can lend to the Company and such loans are required to be on a
fully secured basis.
ACQUISITION OF ASSETS
Pursuant to a Merger Agreement, Galloway-Chandler-McKinney Insurance Agency
(GCM) was merged with and into the Registrant, NBC Capital Corporation
(NBC), effective immediately following the close of business on September
30, 1999. GCM is collectively made of the following three corporations:
Galloway-Wiggers Insurance Agency, Inc.; Kyle Chandler Insurance Agency,
Inc.; and Galloway-Chandler-McKinney Insurance Agency of Amory, Inc.
Following the completion of the merger, GCM was pushed down in the NBC
organization and merged into NBC Insurance Services, Inc., which is a
wholly owned subsidiary of National Bank of Commerce, a wholly owned
national banking subsidiary of the Registrant. The name of NBC Insurance
Services, Inc. has subsequently been changed to Galloway-Chandler-McKinney
Insurance Agency, Inc. The Merger was accounted for as a pooling of
interest.
On September 30, 1999, NBC had total consolidated assets of $946 million
and GCM had total consolidated assets of approximately $1.5 million. In
accordance with Generally Accepted Accounting Principles, the balances and
results of operations of GCM have been included in the September 30, 1999
Financial Statements of NBC for the entire year of 1999. However, the 1998
Financial Statements of NBC have not been restated to reflect this merger
because GCM is not considered material to the Consolidated Financial
Statements of NBC.
Prior the consummation of the merger, GCM was composed of the three
Mississippi corporations enumerated above. These corporations were engaged
in providing commercial and personal insurance lines to the Columbus, West
Point, Amory and Aberdeen, Mississippi markets.
At September 30, 1999, NBC had one national banking subsidiary, National
Bank of Commerce, that provides retail and commercial banking services, and
a non-bank subsidiary, First National Finance Corporation, a Mississippi
corporation that provides additional financial services not otherwise
provided by National Bank of Commerce.
NBC is not aware of any material relationships among GCM and NBC or any of
NBC's officials, any director or officer of NBC, except for loans made to
GCM by National Bank of Commerce in the ordinary course of business and the
fact that James C. Galloway, Jr., President and CEO of GCM served as a
Director of NBC and National Bank of Commerce. Upon consummation of the
Merger, Mr. Galloway continues to serve in his position as a Director of
the NBC and National Bank of Commerce and as President of GCM.
Upon consummation of the Merger, the shareholders of the companies that
made up GCM received shares of NBC common stock for each share of common
stock formerly held by them their respective company. This exchange ratio
was determined in accordance with the Merger Agreement by reference to the
average market price of the NBC common stock for the twenty trading days
prior to the consummation of the merger. Because of the differences in the
number of outstanding shares of common stock of each of the companies
making up GCM and the respective value of each company, the exchange ratio
for each group of shareholders was different. The exchange ratios of the
number of NBC shares for each share of common stock owned in each
respective company were as follows:
Galloway-Wiggers Insurance Agency, Inc. 187.37 to 1
Kyle Chandler Insurance Agency, Inc. 46.5284 to 1
Galloway-Chandler-McKinney Insurance
Agency of Amory, Inc. 3.52 to 1
The shares of NBC common stock issued for this Merger were issued pursuant
to Rule 505 promulgated under the Securities Act of 1933, as amended, and
the Uniform Limited Offering Exemption, Rule 703 promulgated under the
Mississippi Securities Act. In connection therewith, NBC filed a Notice of
Sale of Securities on Form D with the Securities and Exchange Commission
and the Securities Division of the Mississippi Secretary of State on
October 15, 1999. This Form D is incorporated herein by reference. NBC
received an Acknowledgement of Notice Filing from the Secretary of State
for the State of Mississippi on October 22, 1999.
YEAR 2000 COMPLIANCE
During the first three quarters of 1999, the Company has continued its
efforts to prepare for January 1, 2000. All levels of the Company's
management and its Board of Directors are aware of the seriousness of this
issue and the effects it may have on the Company and its customers. The
Company has a Year 2000 Steering Committee under the leadership of the
President and Chief Operating Officer to guide it through its action plan
for compliance. The committee has been organized into three major areas,
with a senior officer directly responsible for each of the respective
areas. The committee reports monthly to the Board of Directors.
The first major area of risk relates to the Company's internal hardware and
software programs. The Company does not write its source programming code
and therefore is dependent upon external vendors and service providers.
The Company developed a plan for testing all these systems and began the
testing process during 1998. As of September 30,1999, the testing phase
was completed. Management considers the testing to have been successful.
Where problems were found, steps were taken to make the appropriate
corrections.
The second major area relates to external factors involving customers,
vendors and outside service providers. The risks associated with this
issue go beyond the Company's own ability to solve Year 2000 problems.
Should significant commercial customers fail to address these issues
effectively, their ability to meet debt service requirements could be
impaired, resulting in increased credit risk and increased loan
charge-offs. Should suppliers of critical services fail in their efforts
to become Year 2000 compliant, or if significant third party interfaces
fail to be compatible with the Company or fail to be Year 2000 compliant,
it could have significant adverse affects on the operations and financial
results of the Company. The Company has identified its major commercial
customers and developed plans for educating and monitoring, on an
individual account basis, the adequacy of the customers actions to address
the Year 2000 issues. The assessment of these customers was risk rated and
is being used as a factor in analyzing the allowance for loan losses. This
assessment has also become a part of the overall credit underwriting
process. Currently, management believes that the reserve for loan losses
is adequate to cover the identified risk in the loan portfolio related
specifically to this issue. However, this will be an on-going evaluation
and this situation could change as the Company moves through 1999.
As vendors of critical services and products were reviewed, management
attempted to prioritize these products and services and to determine the
worst case scenarios, assuming that these parties are unable to provide
normal services. Management has prepared contingency plans covering these
scenarios. These plans will be tested, if possible, during 1999.
Both internal and external resources are being utilized to address the Year
2000 problem. A budget of $1.8 million has been completed and approved by
the Board of Directors. Approximately 60% of this total will be from the
allocation of the salary and benefits of current employees assigned to work
on this project. Another 4% will be spent on items that will be
capitalized and amortized or depreciated over future periods. Through the
first three quarters of 1999, the company has incurred approximately
$783,000 in both allocated and direct expenses relating to Year 2000. The
remaining expenditure for 1999 is not expected to have a material impact on
the financial performance of the Company.
Year 2000 cost and the date on which the Year 2000 modifications are
expected to be completed are based on management's estimates, which were
derived utilizing numerous assumptions of future events including the
availability of certain resources, third party modifications and other
factors. Although Management believes that the desired results will be
attained, there are no guarantees that these estimates will be achieved and
actual results could differ materially from planned results.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Debt
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
11 Statement re computation of per-share earnings
27 Financial Data Schedule
(b) Form 8-K
A report on Form 8-K, filed September 15, 1999.
A report on Form 8-K/A, filed October 14, 1999.
The financial information furnished herein has not been audited by
independent accountants; however, in the opinion of management, all
adjustments necessary for a fair presentation on the results of operations
for the nine month period ended September 30, 1999, have been included.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
NBC CAPITAL CORPORATION
Registrant
November 10, 1999 /s/ Richard T. Haston
Date Richard T. Haston
Executive Vice President,
Chief Financial Officer and
Treasurer
Exhibit 11
Statement re computation of per-share earnings
Basic per share data is calculated based on the weighted-average number of
common shares outstanding during the reported period. Diluted per share data
includes any dilution from potential common stock outstanding, such as the
exercise of stock options.
Three Months Ended Nine Months Ended
September 30, September 30,
1999 1998 1999 1998
__________ __________ __________ __________
Numerator:
Net income(loss) $1,440,000 $3,053,000 $7,600,000 $9,082,000
========== ========== ========== ==========
Denominator:
Denominator for
basic income
(loss) per
share -
weighted average
shares 7,209,775 6,996,387 7,183,215 6,981,195
Dilutive potential
common shares -
employee stock
options 15,675 33,896 24,251 32,581
__________ __________ __________ __________
Denominator for
diluted earnings
(loss) per share -
adjusted weighted
average shares 7,225,450 7,030,283 7,207,466 7,013,776
========== ========== ========== ==========
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<PERIOD-END> SEP-30-1999
<CASH> 27,919
<INT-BEARING-DEPOSITS> 40,286
<FED-FUNDS-SOLD> 136
<TRADING-ASSETS> 0
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<INVESTMENTS-MARKET> 32,492
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0
0
<COMMON> 7,213
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<INTEREST-OTHER> 2,009
<INTEREST-TOTAL> 50,110
<INTEREST-DEPOSIT> 21,327
<INTEREST-EXPENSE> 23,068
<INTEREST-INCOME-NET> 27,042
<LOAN-LOSSES> 1,729
<SECURITIES-GAINS> 37
<EXPENSE-OTHER> 25,405
<INCOME-PRETAX> 9,578
<INCOME-PRE-EXTRAORDINARY> 7,600
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,600
<EPS-BASIC> 1.05
<EPS-DILUTED> 1.05
<YIELD-ACTUAL> 4.11
<LOANS-NON> 596
<LOANS-PAST> 2,880
<LOANS-TROUBLED> 27
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 9,572
<CHARGE-OFFS> 1,329
<RECOVERIES> 818
<ALLOWANCE-CLOSE> 10,790
<ALLOWANCE-DOMESTIC> 1,729
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
