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, 2000.
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)
Registrants's telephone number, including area code: (662) 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 - 7,167,659 shares as of June 30, 2000.
PART I - FINANCIAL INFORMATION
NBC CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR
SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
(Amounts in thousands, except per share data)
2000 1999
________ ________
INTEREST INCOME:
Interest and Fees on Loans $ 27,896 $ 26,130
Interest And Dividends On Investment Securities 6,828 5,622
Other Interest Income 469 1,440
________ ________
Total Interest Income 35,193 33,192
INTEREST EXPENSE:
Interest on Deposit 14,711 14,298
Interest on Borrowed Funds 1,718 1,013
________ ________
Total Interest Expense 16,429 15,311
________ ________
Net Interest Income 18,764 17,881
Provision for Possible Loan Losses 765 630
________ ________
Net Interest Income After Provision for
Loan Losses 17,999 17,251
________ ________
NON-INTEREST INCOME:
Income from Fiduciary Activities 752 660
Service Charge on Deposit Accounts 2,621 2,411
Insurance Commission and Fee Income 1,684 1,636
Other Non-Interest Income 2,002 1,655
________ ________
Total Non-Interest Income 7,059 6,362
Gains (Losses) on Securities (20) 17
NON-INTEREST EXPENSE:
Salaries and Employee Benefits 7,776 8,181
Expense of Premises and Fixed Assets 2,228 2,243
Other Non-Interest Expense 4,500 4,782
________ ________
Total Non-Interest Expense 14,504 15,206
________ ________
Income Before Income Taxes 10,534 8,424
Income Taxes 3,031 1,873
________ ________
NET INCOME $ 7,503 $ 6,551
======== ========
Net Earnings Per Share:
Basic $1.04 $0.91
======== ========
Diluted $1.04 $0.91
======== ========
NBC CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR
QUARTER ENDED JUNE 30, 2000 AND 1999
(Unaudited)
(Amounts in thousands, except per share data)
2000 1999
________ ________
INTEREST INCOME:
Interest and Fees on Loans $ 14,109 $ 13,172
Interest And Dividends On Investment Securities 3,511 2,851
Other Interest Income 216 654
________ ________
Total Interest Income 17,836 16,677
INTEREST EXPENSE:
Interest on Deposit 7,598 7,113
Interest on Borrowed Funds 883 521
________ ________
Total Interest Expense 8,481 7,634
________ ________
Net Interest Income 9,355 9,043
Provision for Possible Loan Losses 382 315
________ ________
Net Interest Income After Provision for
Loan Losses 8,973 8,728
________ ________
NON-INTEREST INCOME:
Income from Fiduciary Activities 376 330
Service Charge on Deposit Accounts 1,361 1,265
Insurance Commission and Fee Income 787 630
Other Non-Interest Income 1,043 822
________ ________
Total Non-Interest Income 3,567 3,047
Gains (Losses) on Securities (20) 17
________ ________
NON-INTEREST EXPENSE:
Salaries and Employee Benefits 4,104 4,110
Expense of Premises and Fixed Assets 1,140 1,112
Other Non-Interest Expense 2,274 2,406
________ ________
Total Non-Interest Expense 7,518 7,628
________ ________
Income Before Income Taxes 5,002 4,164
Income Taxes 1,388 1,037
________ ________
NET INCOME $ 3,614 $ 3,127
======== ========
Net Earnings Per Share
Basic $ 0.50 $ 0.44
======== ========
Diluted $ 0.50 $ 0.43
======== ========
NBC CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
Jun. 30, Dec. 31,
2000 1999
ASSETS ________ ________
(Unaudited) (Audited)
Cash and Balances Due From Banks:
Noninterest-Bearing Balances $ 29,554 $ 80,288
Interest-Bearing Balances 2,199 1,895
________ ________
Total Cash and Due From Banks 31,753 82,183
Held-To-Maturity Securities (Market value of
$52,116 at June 30, 2000 and $31,406 at
December 31, 1999) 50,353 29,824
Available-For-Sale Securities 202,796 200,456
________ ________
Total Securities 253,149 230,280
Federal Funds Sold and Securities Purchased
Under Agreement to Resell 3,713 201
Loans 632,143 623,751
Less: Reserve for Loan Losses (10,117) (10,194)
________ ________
Net Loans 622,026 613,557
Bank Premises and Equipment (Net) 16,639 16,757
Interest Receivable 9,345 8,847
Other Assets 22,303 21,745
________ ________
TOTAL ASSETS $958,928 $973,570
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-Interest Bearing $ 93,719 $ 92,506
Interest Bearing Deposits 684,940 660,304
________ ________
Total Deposits 778,659 752,810
Federal Funds Purchased and Securities Sold
Under Agreements to Repurchase 13,559 28,666
Other Borrowed Funds 37,192 66,857
Interest Payable 3,151 2,813
Other Liabilities 12,215 11,173
________ ________
TOTAL LIABILITIES 844,776 862,319
________ ________
Shareholders' Equity:
Common Stock $1 par Value, Authorized
10,000 shares, issued 7,212,662 7,213 7,213
Surplus and Undivided Profits 111,127 107,255
Accumulated Other Comprehensive Income (2,925) (2,638)
Treasury Stock, at cost (1,263) (579)
________ ________
TOTAL SHAREHOLDERS' EQUITY 114,152 111,251
________ ________
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $958,928 $973,570
======== ========
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2000 AND 1999
(Unaudited)
(Amounts in thousands)
2000 1999
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 7,503 $ 6,551
Adjustments to Reconcile Net Income
to Net Cash:
Depreciation and Amortization 1,161 1,241
Deferred Income Taxes (Credits) 25 (954)
Provision for Loan Losses 765 630
Loss (Gain) on Sale of Securities 20 (17)
(Increase) Decrease in Interest Receivable (498) 529
(Increase) Decrease in Other Assets (836) 744
Increase (Decrease) in Interest Payable 338 (50)
Increase (Decrease) in Other Liabilities 1,042 (56)
________ ________
Net Cash Provided by Operating Activities 9,520 8,618
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Maturities of Securities 6,515 27,447
Proceeds from Sale of Securities 1,826 7,549
Purchase of Securities (31,665) (54,544)
Increase in Loans (9,234) (12,508)
Additions of Bank Premises and Equipment (765) (1,179)
Other Investing Activities (731) 438
________ ________
Net Cash Used in Investing Activities (34,054) (32,797)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in Deposits 25,849 745
Dividend Paid on Common Stock (3,461) (1,909)
Increase (Decrease) in Borrowed Funds (44,772) 15,482
Other Financing Activities 0 0
________ ________
Net Cash Provided by (Used in) Financing
Activities (22,384) 14,318
________ ________
Net Decrease in Cash and Cash Equivalents (46,918) (9,861)
Cash and Cash Equivalents at Beginning of Year 82,384 89,020
________ ________
Cash and Cash Equivalents at End of Quarter $ 35,466 $ 79,159
======== ========
Interest $ 16,091 $ 16,503
======== ========
Income Taxes $ 2,719 $ 1,969
======== ========
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.
As previously reported, during the quarter ended September 30, 1999, NBC
completed the acquisitions of FFBS Bancorp, Inc., the parent company for
First Federal Bank for Savings and Galloway-Chandler-McKinney Insurance
Agency, Inc. All the outstanding shares of the two companies were acquired
in exchange for shares of the Corporation's common stock.
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 have been restated to include balances and results of Operations
for both FFBS Bancorp, Inc., and Galloway-Chandler-McKinney Insurance
Agency, Inc.
PART I. ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
JUNE 30, 2000
The following provides a narrative discussion and analysis of significant
changes in the Corporation's results of operations and financial condition.
This discussion should be read in conjunction with the consolidated
financial statements included in this Form 10-Q.
Certain information included in this discussion contains forward-looking
statements and information that are based on Management's conclusions,
drawn from certain assumptions and information currently available to
Management. The Private Securities Litigation Act of 1995 encourages the
disclosure of forward-looking information by Management by providing safe
harbor for such information. Although management believes that the
expectations reflected in such forward-looking statements are reasonable
and based on Management's best judgements, it can give no assurance that
such expectations will prove to be correct. Such forward-looking
statements are subject to certain risk that assumptions will change and
uncertainties will materialize. Should this happen, then underlying
assumptions may prove to be significantly different and actual results may
vary materially from those anticipated or projected
BUSINESS COMBINATIONS
On April 28, 2000, NBC Capital Corporation completed an acquisition of
Heritage Insurance Agency, LTD., located in Starkville, Mississippi.
Heritage was acquired for a combination of cash and Common Stock of NBC
Capital Corporation. The transaction was accounted for as a purchase.
Upon completion of the transaction, Heritage became part of
Galloway-Chandler-McKinney Insurance Agency, Inc., a wholly-owned
subsidiary of National Bank of Commerce, which is a wholly-owned subsidiary
of NBC Capital Corporation.
Merger related expenses associated with this transaction were not material
to the consolidated financial statements of NBC Capital Corporation.
RESULTS OF OPERATIONS
First two quarters of 2000 compared to the first two quarters of 1999:
Earnings for the first two quarters of 2000 grew 14.5% to $7.50 million or
$1.04 per share. This compares to $6.55 million to $.91 per share for the
first two quarters of 1999. These 2000 totals equate to a 1.6% return on
average assets and a 13.3% return on average equity.
Net interest income for the first two quarters of 2000 was $18.8 million
compared to $17.9 million for 1999. This represents an increase of 5.0%.
This increase resulted in a 21 basis point increase in the net interest
margin and a $2.4 million increase in average earning assets.
Non-interest income grew from $6.4 million in 1999 to $7.1 million in 2000.
This 10.9% increase was paced by a 13.9% increase in income from the
Company's Trust and Financial Management activities and a 8.7% increase in
income from deposit accounts. Additionally, other non-interest income
increased by $347,000 or 20.9% while insurance commissions and fee income
declined by $48,000 or 2.9%. The change in other non-interest income is
made up of small changes in several of the accounts included in this
category. The change in insurance commission and fee income relates
directly to the volume of insurance product sold during these periods.
Non-interest expenses decreased 4.8% from $15.2 million to $14.5 million
for the periods reported. This decrease resulted from a 4.9% decrease in
the expenses associated with salaries and employee benefits. This decrease
represents the benefits derived from the successful integration of FFBS
Bancorp and Galloway-Chandler-McKinney Insurance Agency acquired during the
third quarter of 1999. Other non-interest expenses also decreased by 5.9%.
The major portion of this decrease resulted from the decrease in merger
related expenses from 1999 to 2000.
Second quarter of 2000 compared to the second quarter of 1999:
Earnings for the second quarter of 2000 increased by 15.3% to $3.61 million
or $.50 per share. This compares to $3.13 million or $.44 per share for the
second quarter of 1999. These 2000 totals equate to a 1.5% return on
average assets and a 12.7% return on average equity for the quarter.
Net interest income for the second quarter of 2000 was $9.36 million
compared to $9.04 million for 1999. This represents an increase of 3.5%.
This increase resulted from a 17 basis point increase in the net interest
margin and a $4.3 million increase in average earning assets.
Non-interest income grew 17.1% resulting from a 13.9% increase in income
from the Company's Trust and Financial Management activities and a 7.6%
increase in income from deposit accounts. Additionally, other non-interest
income increased by $221,000 or 26.9% while insurance commissions and fee
income increased by $157,000 or 24.9%. The change in other non-interest
income is made up of small changes in several of the accounts included in
this category. The change in insurance commission and fee income relates
directly to the volume of insurance product sold during these periods.
Non-interest expenses decreased 1.4% for the period reported. This
decrease resulted from a 5.5% decrease in other non-interest expenses.
The major portion of this decrease resulted from the decrease in merger
related expenses from 1999 to 2000.
FINANCIAL CONDITION
The Company's balance sheet shows a decrease in total assets from $974
million to $959 million during the first two quarters of 2000. During this
period, deposits increased by $26 million. During this same period, the
Federal Home Loan Bank borrowings and Securities Sold Under Agreements to
Repurchase decreased $30.0 million and $15.1 million, respectively. These
changes resulted in a net decrease in available funds. Also during this
period, Fed Funds Sold increased by $3.5 million, the investment securities
portfolio increased by $22.9 million and net loans increased by $8.4
million. The funds for these changes came from a redeployment of cash
reserves that were on hand at December 31, 1999, in anticipation of
potential customer demand relating to Y2K, which did not materialize. Loan
quality remains good. At the end of the second quarter, the ratio of
non-performing loans to total loans remained low at .80%. Management is
committed to not relaxing its underwriting standards.
Shareholders' equity increased from $111.3 million to $114.2 million during
the first two quarters of 2000. This represented a 2.6% 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 component of
Shareholders' Equity decreasing from an unrealized loss of $2,638,000 at
December 31, 1999, to an unrealized loss of $2,925,000 at June 30, 2000.
Also, during the first two quarters of the year, the Company declared
dividends of approximately $3,461,000.
Upon formation of the Corporation's ESOP, the Corporation was required by
IRS regulations to provide a put option to the plan participants in order
to provide liquidity to the participants who received Corporation common
stock. During the first two quarters of 2000, the Corporation acquired, as
treasury shares, 41,561 shares of its common stock as a result of the
exercise of these put options.
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 June 30, 2000, 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
June 30, 2000, this amounted to approximately $13.5 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.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
National Bank of Commerce is a defendant in a legal action
involving the placement of collateral protection insurance (CPI).
The litigation is a class action brought on behalf of "borrowers
of National Bank of Commerce" who were charged for CPI premiums.
The Bank intends to vigorously defend its position. Because the
ultimate outcome of this legal matter cannot be predicated with
any certainty, management is unable to determine the estimated
loss or costs, if any, related to this litigation and, therefore,
no provision for an anticipated loss has been provided for in the
accompanying financial statements.
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Debt
None
Item 4. Submission of Matters to a Vote of Security Holders
The 2000 Annual Meeting of Shareholders was held on April 11,
2000. The only item submitted for shareholder vote was the
election of directors. Since the proxies were solicited under
Regulation 14A, there were no solicitations in opposition to the
Board of Directors' nominees and all nominees were elected, no
additional information is required to be disclosed.
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
None
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 six month period ended June 30, 2000, 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
August 8, 2000 /s/ Richard T. Haston
Date Richard T. Haston
Executive Vice President,
Chief Financial Officer
and Treasurer
