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, 2001.
Commission File Number 1-15773
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: (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 - 6,202,460 shares as of March 31, 2001.
PART I - FINANCIAL INFORMATION
NBC CAPITAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME FOR
THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(Unaudited)
(Amounts in thousands, except per share data)
2001 2000
_______ _______
INTEREST INCOME:
Interest and Fees on Loans $14,319 $13,844
Interest And Dividends On Investment
Securities 4,257 3,317
Other Interest Income 399 253
_______ _______
Total Interest Income 18,975 17,414
INTEREST EXPENSE:
Interest on Deposit 8,650 7,113
Interest on Borrowed Funds 1,279 835
_______ _______
Total Interest Expense 9,929 7,948
_______ _______
Net Interest Income 9,046 9,466
Provision for Possible Loan Losses 180 383
_______ _______
Net Interest Income After Provision for
Loan Losses 8,866 9,083
_______ _______
NON-INTEREST INCOME:
Income from Fiduciary Activities 427 376
Service Charge on Deposit Accounts 1,382 1,260
Insurance Commissions, Fees, and Premiums 880 1,057
Other Non-Interest Income 877 666
_______ _______
Total Non-Interest Income 3,566 3,359
Gains (Losses) on Securities 49 0
NON-INTEREST EXPENSE:
Salaries and Employee Benefits 4,606 3,672
Expense of Premises and Fixed Assets 1,183 1,088
Other Non-Interest Expense 2,192 2,150
_______ _______
Total Non-Interest Expense 7,981 6,910
_______ _______
Income Before Income Taxes 4,500 5,532
Income Taxes 1,152 1,643
_______ _______
NET INCOME $ 3,348 $ 3,889
======= =======
Net Earnings Per Share:
Basic $ 0.47 $ 0.54
======= =======
Diluted $ 0.47 $ 0.54
======= =======
Certain reclassifications have been made in the 2000 Consolidated
Statement of Income to conform to classifications used in the current
year.
NBC CAPITAL CORPORATION
CONSOLIDATED BALANCE SHEETS
Mar. 31, 2001 Dec. 31, 2000
_____________ _____________
(Unaudited) (Audited)
ASSETS:
Cash and Balances Due From Banks:
Noninterest -Bearing Balances $ 26,521 $ 29,439
Interest-bearing Balances 2,017 2,289
__________ __________
Total Cash and Due From Banks 28,538 31,728
Held-To-Maturity Securities (Market
value of $53,890 at March 31, 2001
and $53,343 at December 31, 2000) 49,814 49,796
Available-For-Sale Securities 269,613 231,994
__________ __________
Total Securities 319,427 281,790
Federal Funds Sold and Securities
Purchased Under Agreement to Resell 25,345 13,422
Loans 644,773 647,489
Less: Reserve for Loan Losses (9,423) (9,689)
__________ __________
Net Loans 635,350 637,800
Bank Premises and Equipment (Net) 16,582 16,285
Interest Receivable 9,868 10,521
Other Assets 28,639 17,969
__________ __________
TOTAL ASSETS $1,063,749 $1,009,515
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits:
Non-Interest Bearing $ 95,510 $ 96,788
Interest Bearing Deposits 738,441 708,016
__________ __________
Total Deposits 833,951 804,804
Federal Funds Purchased and Securities
Sold Under Agreements to Repurchase 20,031 16,326
Other Borrowed Funds 97,175 57,027
Interest Payable 3,534 3,420
Other Liabilities 9,728 7,815
__________ __________
TOTAL LIABILITIES 964,419 889,392
Stockholders' Equity:
Common Stock $1 par Value, Authorized
10,000,000 shares, Issued 7,212,662 7,213 7,213
Surplus and Undivided Profits 115,474 114,021
Accumulated Other Comprehensive Income 2,078 (68)
Treasury Stock, at cost (25,435) (1,043)
__________ __________
TOTAL STOCKHOLDERS' EQUITY 99,330 120,123
__________ __________
TOTAL LIABILITIES & STOCKHOLDERS'
EQUITY $1,063,749 $1,009,515
========== ==========
(Unaudited)
(Amounts in thousands)
2001 2000
________ ________
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income $ 3,348 $ 3,889
Adjustments to Reconcile Net Income to
Net Cash:
Depreciation and Amortization 634 582
Deferred Income Taxes (Credits) (2,113) 26
Provision for Loan Losses 180 383
Loss (Gain) on Sale of Securities 49) 0
(Increase) Decrease in Interest Receivable 653 (28)
(Increase) Decrease in Other Assets (9,841) 1,376
Increase (Decrease) in Interest Payable 114 (41)
Increase (Decrease) in Other Liabilities 1,913 (1,105)
________ ________
Net Cash Provided by Operating Activities (5,161) 5,082
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from Maturities and calls of
Securities 11,774 2,496
Proceeds from Sale of Securities 5,065 0
Purchase of Securities (51,224) (14,112)
(Increase) Decrease in Loans 2,270 (7,008)
(Additions) Disposal of Bank Premises
and Equipment (805) 196
________ ________
Net Cash Used in Investing Activities (32,920) (18,428)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase (Decrease) in Deposits 29,147 18,137
Dividend Paid on Common Stock (1,794) (1,731)
Increase (Decrease) in Borrowed Funds 43,853 (39,639)
Purchase of Treasury Stock (24,392) 0
________ ________
Net Cash Provided by Financing Activities 46,814 (23,233)
Net Increase (decrease) in Cash and Cash
Equivalents 8,733 (36,579)
Cash and Cash Equivalents at Beginning
of Year 45,150 82,384
________ ________
Cash and Cash Equivalents at End of
Quarter $ 53,883 $ 45,805
======== ========
Interest $ 9,815 $ 7,989
======== ========
Income Taxes $ - $ -
======== ========
NBC CAPITAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying unaudited consolidated financial statements include the
accounts of NBC Capital Corporation ("Corporation") 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.
PART I. ITEM 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
MARCH 31, 2001
DISCLOSURE REGARDING FORWARD LOOKING INFORMATION
This current report includes "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Act of 1934, as amended. Although the
Corporation believes that the expectations reflected in such
forward-looking statements are reasonable, such forward-looking statements
are based on numerous assumptions (some of which may prove to be
incorrect) and are subject to risks and uncertainties which could cause
the actual results to differ materially from the Corporation's
expectations. Forward-looking statements have been and will be made in
written documents and oral presentations of the Corporation. Such
statements are based on management's beliefs as well as assumptions made
by and information currently available to management. When used in the
Corporation's documents and oral presentations, the words "anticipate,"
"estimate," "expect," "objective," "projection," "forecast," "goal" and
similar expressions are intended to identify forward looking statements.
In addition to any assumptions and other factors referred to specifically
in connection with forward-looking statements, factors that could cause
the Corporation's actual results to differ materially from those
contemplated in any forward-looking statements include, among others,
increased competition, regulatory factors, economic conditions, changing
interest rates, changing market conditions, availability or cost of
capital, employee workforce factors, cost and other effects of legal and
administrative proceedings, and changes in federal, state, or local
legislature requirements. The Corporation undertakes no obligation to
update or revise any forward-looking statements, whether as a result of
changes in actual results, changes in assumptions or other factors
affecting such statements.
RESULTS OF OPERATIONS
First quarter of 2001 compared to the first quarter of 2000
Earnings for the first quarter of 2001 decreased by 13.9% to $3.35 million
or $.47 per share. This compares to $3.89 million or $.54 per share for
the first quarter of 2000. These 2001 totals equate to a 1.3% return on
average assets and a 12.4% return on average equity. For this same period
in 2000, return on average assets was 1.6% and return on average equity
was 13.9%.
Net interest income for the first quarter of 2001 was $9.05 million
compared to $9.47 million for 2000. This represents a decrease of 4.4%.
This decrease resulted from a fifty-seven basis point decrease in the net
interest margin. This decline in margin was partially offset by an 11.1%
increase in average earning assets. The primary reason for the decline in
margin was the very rapid reduction in interest rates by the Federal
Reserve during the quarter. There were two; one-half point interest rates
cuts during January, followed by another half-point cut in March. Even
though lower interest rates may improve future loan growth, it can create
problems in any given quarter depending on the maturities of fixed rate
loans and certificates of deposit and the number of adjustable rate loans
in the loan portfolio. During this period the yields on loans adjusted
down more quickly than the cost of deposits could be lowered. The
Corporation's balance sheet is neutrally gapped with a balanced alignment
of asset and liability repricing opportunities. Management believes that
if the Federal Reserve will complete its rate reductions during the first
half of the year, the Corporation's net interest income should improve
during the second half of the year as spreads begin to even out. For
additional information, see the table entitled "Analysis of Net Interest
Earnings" at the end of this section.
The Corporation's Provision for Loan Losses is utilized to replenish the
Reserve for Loan Losses on its balance sheet. The reserve is maintained at
a level deemed adequate by the Board of Directors after its evaluation of
the risk exposure contained in the Corporation's loan portfolio. The
methodology used to make this determination is performed on a quarterly
basis. An overall analysis of the portfolio is performed by the senior
credit officers and the loan review staff. As a part of this evaluation,
certain loans are individually reviewed to determine if there is an
impairment of the bank's ability to collect the loan and the related
interest. This determination is generally made based on collateral value.
If it is determined that an impairment exist, a specific portion of the
reserve is allocated to these individual loans. All other loans are
grouped into homogeneous pools and risk exposure is determined by
considering the following list of factors (this list is not all inclusive
and the factors reviewed may change as circumstances change): Historical
loss experiences; trends in delinquencies and non-accruals and national,
regional and local economic conditions. These economic conditions would
include, but not be limited to, general real estate conditions, the
current interest rate environment and trends, unemployment levels and
other information, as deemed appropriate. Classified loan to capital was
20.7% at March 31, 2001 and the percentage of loans past due 30 days or
more was 1.96% system wide. The Reserve for Loan Losses as a percentage
of total loans has declined from 1.50% of net loans at the end of 2000 to
1.47% at the end of the first quarter of 2001. During this quarter, net
charge-offs totaled $419,000 compared to $381,000 for the same quarter of
2000. Overall, Loan quality remains good. At the end of the first quarter
of 2001, the ratio of non-performing loans to total loans remained low at
.59%. This compares to .59% at December 31, 2000 and .38% at March 31,
2000. Management is committed to not relaxing its underwriting standards.
Based on these evaluations, the reserve amounts maintained at the end of
the first quarter of 2001 and at the end of 2000 were deemed adequate to
cover exposure within the Corporation's loan portfolio.
The Provision for Loan Losses has declined from $383,000 during the first
quarter of 2000 to $180,000 in the same quarter of 2001. The level of the
provision for the first quarter of 2001 was reduced due to the overall
quality of the portfolio and to allow the balance in the Reserve for Loan
Losses to be at the appropriate level to cover the credit risk in the
portfolio as of March 31, 2001, as determined by the above described
analysis.
Non-interest income grew 6.2% resulting from a 13.6% increase in income
from the Company's Trust and Financial Management activities and a 9.7%
increase in income from deposit accounts. Additionally, other non-
interest income increased by $211,000 or 31.7%. The majority of this
increase came from a $134,000 increase in fees from our mortgage-related
activities and a $57,000 increase in earnings from a $10 million purchase
of Bank Owned Life Insurance. Insurance commissions, fees and premiums
declined by $177,000 or 16.7%. This change in insurance commissions, fees
and premiums relates directly to the volume of insurance product sold
during these periods. During the first quarter of 2001 a great deal of
time and effort was spent handling claims that resulted from a major
storm that hit the service area. This took away from time that would have
been spent developing customers and selling product.
Non-interest expenses increased 15.5% for the period reported. This
increase resulted from a 25.4 increase in salaries and employment
benefits, an 8.7% increase in the expenses associated with premises and
fixed assets and a 1.9% increase in other non-interest expenses. The
large increase in salaries and employee benefits resulted the
Corporation's growth plus normal annual increases, the quarterly accrual
of bonuses that had previously been accrued annually during the fourth
quarter, and a non-recurring credit of $370,000 that reduced salaries and
employee benefits in the first quarter of 2000.
Changes in the Corporation's income tax expense have generally paralleled
changes in income. The Corporation's effective tax rate declined from
29.7% for the first quarter of 2000 to 25.6% for the first quarter of
2001. This decline in the effective tax rate for the quarter resulted
primarily from the Corporation's ability to add to its portfolio of tax
exempt securities. The Corporation's ability to further reduce income tax
expense by acquiring additional tax-free investments is limited by the
Alternative Minimum Tax Provision, the market supply of acceptable
municipal securities and the Corporation's normal liquidity and balance
sheet structure requirements.
FINANCIAL CONDITION
The Corporation's balance sheet shows an increase in total assets from
$1,010 million to $1,064 million during the first quarter of 2001.
During this period, deposits increased by $29.1 million. Also, the
Federal Home Loan Bank borrowings and Securities Sold Under Agreements
to Repurchase increased by $40.1 million and $3.7 million, respectively.
Also, during the first quarter of 2001, net loans declined by $2.7
million from $647.5 million to $644.8 million. These changes resulted
in a net increase in available funds of approximately $75.6 million.
These available funds were used to increase Fed Funds Sold and Securities
Purchased Under Agreements to Resell by $11.9 million, the investment
securities portfolio by $37.6 million and other assets by $10.7 million.
Also, the Corporation purchased $24.5 million of its common stock back
from its largest shareholder (this transaction will be discussed in more
detail later in the document). This purchase was funded with a portion
of the borrowings from the Federal Home Loan Bank. This stock was placed
in Treasury Stock. Of the $37.6 million increase in the investment
securities, $20 million was added as arbitrage transactions with matched
funding from the Federal Home Loan Bank. This brought the total arbitrage
transactions to $40 million at March 31, 2001. The increase in other
assets resulted primarily from the purchase of $10 million of Bank Owned
Life Insurance. This purchase was made so that the additional spread
earned over the one-year treasury rate and the tax advantage of these
earnings could be used to reduce the overall cost of employee benefits
for the Corporation.
Stockholders' equity decreased from $120.1 million to $99.3 million
during the first quarter of 2001. This represented a 17.3% decrease.
During this period there was an increase 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 Stockholders' Equity increasing from an unrealized loss of $68,000
at December 31, 2000 to an unrealized gain of $2,078,000 at March 31,
2001. Also, during the first quarter of the year the Company declared
a dividend of approximately $1,795,000, payable on April 2, 2001.
Also, on March 22, 2001, the Corporation repurchased 976,676 shares of
its common stock, or 13.6% of its outstanding shares, for approximately
$24.5 million. This stock, which is being carried as Treasury Stock,
accounted for the reduction in Stockholders' Equity during the quarter.
Additional information on this transaction can be found in Form 8-K
filed by the Corporation on April 5,2001 and listed under Item 6 b of
this Form 10-Q.
The Corporation's bank subsidiary is required to maintain a minimum
amount of capital to total risk weighted assets as defined by the
banking regulators. At March 31, 2001, 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 Corporation 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. To complete the stock repurchase discussed above, funds were
borrowed from the Federal Home Loan Bank by National Bank of Commerce,
the Corporation's wholly-owned subsidiary bank, and the funds to purchase
the stock were paid to the Corporation though a special dividend. Since
the amount paid was in excess of the limit allowed by banking regulations,
approval was obtained from the Comptroller of the Currency. As a result
of this special dividend, at March 31, 2001, the bank could not declare
additional dividends during the year without obtaining regulatory
approval. Since all of the bank's capital ratios remain in excess of
the well-capitalized levels, management does not anticipate any problems
in obtaining any necessary approvals. Also, under regulations controlling
national banks, the bank is limited in the amount it can lend to the
Corporation and such loans are required to be on a fully secured basis.
At March 31, 2001, there were no borrowings between the Corporation and
its subsidiary bank.
ANALYSIS OF NET INTEREST EARNINGS
The table below shows, for the periods indicated, an analysis of net
interest earnings, including the average amount of interest-earning assets
and interest-bearing liabilities outstanding during the period, the
interest earned or paid on such amounts, the average yields/rates paid and
the net yield on interest-earning assets:
($ In Thousands)
Average Balance
_______________________________
Three Month ended Year Ended
3/31/01 12/31/00
________ ________
EARNING ASSETS:
Net loans $644,012 $620,445
Federal funds sold and
other interest-bearing
Assets 28,907 17,962
Securities:
Taxable 166,145 133,497
Nontaxable 131,049 118,341
________ ________
Totals 970,113 890,245
INTEREST-BEARING LIABILITIES:
Interest-bearing deposits 726,689 685,287
Borrowed funds, federal funds
purchased and securities sold
and other 106,395 58,515
________ ________
Totals 833,084 743,802
________ ________
Net amounts $137,029 $146,443
======== ========
($ In Thousands) Yields Earned
Interest for and Rates Paid(%)
Three Three
Months Year Months Year
Ended Ended Ended Ended
3/31/01 12/31/00 3/31/01 12/31/00
________ ________ ________ ________
EARNING ASSETS:
Net loans $ 14,318 $ 57,535 8.89 9.27
Federal funds sold
and other interest-
bearing assets 400 1,148 5.53 6.39
Securities:
Taxable 2,555 7,966 6.15 5.97
Nontaxable 1,702 6,086 7.99 7.91
________ ________ ________ ________
Totals $ 18,975 $ 72,735 8.45 8.53
======== ======== ======== ========
INTEREST-BEARING LIABILITIES
Interest-bearing deposits $ 8,650 31,559 4.76 4.61
Borrowed funds, federal
funds sold and other 1,279 3,419 4.81 5.84
________ ________ ________ ________
Totals 9,929 34,978 4.77 4.70
________ ________ ________ ________
Net interest income $ 9,046 $ 37,757
======== ========
Net yield on earning assets 3.84 4.24
Note: Yields on nontaxable securities are tax equivalent.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
National Bank of Commerce is a defendant in a lawsuit in which
a class is pursuing unspecified and punitive damages as a result
of the placement of collateral protection insurance. The Bank
has vigorously defended its position and, as of March 15, 2001,
has reached a preliminary settlement in the amount of $450,000.
The settlement is yet to be approved by the court. This
settlement, if approved, will not have a material impact on
the future earnings of the Corporation.
There are no other pending proceedings of a material nature to
which the Corporation, or its subsidiaries, are a party.
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
10.1 Stock Purchase Agreement dated as of March 22,2001
by and between NBC Capital Corporation, on the one
hand, and Aries 26, L.L.C., Scribner Equipment
Company, The Robert M. and Sarah P. Leinweber
Trust, Prude Interest, Ltd., Sarah Scribner Prude
and James R. Prude, on the other hand (included as
Exhibit 99.1 of Form 8-K filed with the commission
on April 5, 2001, Commission File No. 0-12885) and
incorporated herein by reference.
10.2 Agreement to Purchase and Sell Stock dated as of
March 22,2001 by and between NBC Capital Corporation,
on the one hand, and Robert I. Loeb, in his capacity
as the Executor of the Estate of J.R. Scribner, Jr.,
on the other hand (included as Exhibit 99.2 of Form
8-K filed with the commission on April 5, 2001,
Commission File No. 0-12885) and incorporated herein
by reference.
11 Statement re computation of per-share earnings
(b) Form 8-K
A Form 8-K, was filed disclosing the repurchase of
13.6% of the outstanding stock (976,676 shares) of
the Corporation from two directors of the
Corporation and related interest controlled by them
for approximately $24.5 million. No financial
statements were required to be filed with the
report. The transaction was completed on March 22,
2001 and reported on Form 8-K filed on April 5,
2001.
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 three month period ended March 31, 2001, 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
May 8, 2001 /s/ Richard T. Haston
Date Richard T. Haston
Executive Vice President,
Chief Financial Officer
and Treasurer