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National Commerce Financial Reports Strong Second Quarter Results

   NATIONAL COMMERCE FINANCIAL LOGO
National Commerce Financial logo. (PRNewsFoto)[JL]
MEMPHIS, TN USA
                    Also Announces 15.4% Dividend Increase

    MEMPHIS, Tenn., July 18 /PRNewswire/ --
National Commerce Financial Corporation (Nasdaq: NCBC) (NCF) today announced
strong second quarter earnings.
    (Photo:  http://www.newscom.com/cgi-bin/prnh/20010510/NCBCLOGO )
    For the quarter ended June 30, 2001, NCF's diluted earnings per share were
$.27, compared to $.22 per share in the same quarter of 2000, prior to its
merger with CCB Financial Corporation, a 22.7 percent increase.  Net income
was $55.5 million compared to $23.9 million reported for the same period a
year earlier.  Cash earnings, defined as net income adjusted for goodwill and
core deposit amortization, net of tax, were $76.5 million in the second
quarter of 2001 compared to $26.5 million in the second quarter of 2000.  Cash
earnings per diluted share were $.37 in second quarter 2001, compared to $.25
per share in second quarter 2000, a 48.0 percent increase.
    On a cash basis, the Company's annualized return on average tangible
assets and return on average tangible shareholders' equity were 1.87 percent
and 24.80 percent, respectively, for the second quarter.  These compared with
2000 second quarter returns of 1.44 percent and 19.99 percent, respectively.
    "I am very pleased with our performance in the second quarter," noted
Ernest C. Roessler, president and chief executive officer of NCF.  "Net
interest margin improvement of 23 basis points in the quarter and excellent
credit quality helped offset slower loan and earning asset growth.  In
addition, our Financial Enterprise businesses continue to generate strong
top-line revenue growth and bottom-line profits.  Finally, with the
integration from our CCB merger substantially behind us, we can now focus on
expansion opportunities, such as our recent announcements regarding the
acquisition of SouthBanc Shares, Inc. and an in-store program in South
Carolina through BI-LO."
    For the six months ended June 30, 2001, NCF's diluted earnings per share
were $.52, compared to $.43 per share in the same period of 2000, a
20.9 percent increase.  Net income was $107.8 million compared to
$47.9 million reported for the same period a year earlier.  Cash earnings were
$150.0 million for the six months ended June 30, 2001 compared to
$52.8 million for the six months ended June 30, 2000.  Cash earnings per
diluted share were $.72 for the six months ended June 30, 2001, compared to
$.48 per share for the six months ended June 30, 2000, a 50.0 percent
increase.
    On a cash basis, the Company's annualized return on average tangible
assets and return on average tangible shareholders' equity were 1.85 percent
and 25.04 percent respectively, for the first six months of 2001.  These
compared with 2000 returns for the same period of 1.46 percent and
20.11 percent, respectively.
    Consolidated assets totaled $18.0 billion at June 30, 2001, up from
$17.8 billion at March 31, 2001.  During the second quarter of 2001, NCF's
average loans and leases increased to $11.1 billion, compared to $11.0 billion
for the first quarter of 2001.  Average deposits decreased slightly from
$11.9 billion in first quarter 2001 to $11.8 billion in the second quarter of
2001.

    NET INTEREST EARNINGS
    Net interest earnings, on a taxable equivalent basis, were $169.0 million
in the second quarter of 2001, compared to $160.2 million for the first
quarter of 2001, a 5.5 percent increase.  The second quarter net interest
margin was 4.40 percent, compared to 4.17 percent for first quarter 2001 and
3.80 percent in second quarter 2000.  The cost of interest-bearing liabilities
decreased from 5.14 percent in first quarter 2001 to 4.45 percent in second
quarter 2001, while the taxable equivalent yield on earning assets decreased
from 8.64 percent to 8.26 percent.

    NON-INTEREST INCOME AND EXPENSE
    Non-interest income (excluding securities gains and losses) totaled
$78.5 million in second quarter 2001 versus $73.2 million for first quarter
2001, an increase of 7.2 percent.  Strong increases were experienced in
deposit service charges, transaction-processing fees, mortgage banking and
institutional broker/dealer revenues.
    Non-interest expenses for the second quarter 2001 were $144.9 million,
compared to $137.8 million in first quarter 2001.  Much of the increase is
attributable to revenue growth in the mortgage banking and institutional
broker/dealer businesses, plus costs associated with the restatement of the
Company's prior financial statements.  The Company's cash efficiency ratio,
the ratio of non-interest expenses, excluding intangibles amortization, to net
revenues, was 47.67 percent for the quarter.
    Financial Enterprises, comprised of NCF's transaction processing, trust
and asset management, consulting and capital markets businesses, earned net
income of $8.5 million for the second quarter of 2001 as compared to
$7.5 million for the first quarter of 2001 (an annualized increase of
53.3 percent).

    PROVISION FOR LOAN LOSSES
    The provision for loan losses in the second quarter of 2001 was
$6.3 million, compared to $6.4 million for first quarter 2001.  Annualized net
charge-offs for the second quarter of 2001 were .17 percent of average loans,
compared to .19 percent of average loans in the year-ago quarter and
.22 percent in the first quarter of 2001.

    NON-PERFORMING LOANS AND ASSETS
    Total risk assets, including loans past due 90 days or more, were
$49.0 million (.44 percent of net loans) at June 30, 2001, compared to
$40.4 million at March 31, 2001, (.36 percent of net loans).  Non-performing
assets amounted to $19.6 million at June 30, 2001 compared to $16.5 million at
March 31, 2001.  The loan loss reserve amounts to 1.30 percent of total net
loans at June 30, 2001 and March 31, 2001.

    DIVIDEND INCREASE
    NCF also announced that the Board of Directors today approved the
Company's 26th consecutive annual dividend increase by declaring a quarterly
cash dividend of $.15 per share payable October 1, 2001 to shareholders of
record on September 14, 2001.  The dividend represents a 15.4 percent increase
over the prior quarterly dividend of $.13 per share.

    MANAGEMENT RESTRUCTURING
    In other news, NCF announced that Lewis E. Holland, president of Financial
Enterprises, is retiring from the Company on July 31, 2001.  Mr. Holland will
continue to provide services to the Company under a two-year consulting
arrangement and will remain on the boards of directors of First Mercantile
Trust Company and NBC Capital Markets Group.  In commenting, Thomas M.
Garrott, Chairman of NCF, stated, "Lewis has made significant contributions to
the Company during his tenure.  We wish him well in his retirement and look
forward to his assistance in his new role."
    The Transaction Processing segment of Financial Enterprises will now
report to David T. Popwell, executive vice president.  Transaction Processing
includes TransPlatinum Service Corporation, First Mercantile, USI Alliance and
the Company's Chapter 13 Bankruptcy Trustee Services.  The retail banking
consulting business and trust and asset management, both of which are closely
linked to the banking segment, will now report to William R. Reed, Jr., chief
operating officer.  Finally, NBC Capital Markets Group, NCF's institutional
broker/dealer, will report to Sheldon M. Fox, chief financial officer.
    Ernest C. Roessler, president and chief executive officer commented, "one
of the many benefits of the National Commerce merger with CCB was the creation
of a new management team, stronger and deeper than either organization had on
its own.  As a result, we are able to reassign the Financial Enterprises'
responsibilities within the existing management team.  We will continue to
report the results of the Financial Enterprises group as a single unit.  This
restructuring does not in any way change our strategy of growing this segment
of our business quickly and profitably, while at the same time generating
above average growth in our banking segment."

    ABOUT NCF
    National Commerce Financial Corporation has $18.0 billion in assets and
nearly 400 locations in nine southeastern states.  NCF, headquartered in
Memphis, TN, with its operations headquarters in Durham, NC, is a sales and
marketing organization that delivers select financial and consulting services
through a national network of banking affiliates and non-banking affiliates.

    FORWARD-LOOKING STATEMENTS
    These statements constitute forward-looking statements (within the meaning
of the Private Securities Litigation Reform Act of 1995), which involve
significant risks and uncertainties.  A variety of factors could cause actual
results and experience to differ materially from the anticipated results or
other expectations expressed in such forward-looking statements.
    NCF does not assume any obligation to update these forward-looking
statements or to update the reasons why actual results could differ from those
projected in the forward-looking statements.
    Factors that might cause such a difference include, but are not limited to
competition from both financial and non-financial institutions; changes in
interest rates, deposit flows, loan demand and real estate values; changes in
legislation or regulation; changes in accounting principles, policies or
guidelines; the timing and occurrence (or non-occurrence) of transactions and
events that may be subject to circumstances beyond the control of NCF; and
other economic, competitive, governmental, regulatory and technological
factors affecting NCF specifically or the banking industry or economy
generally.


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                            Three Months Ended
                                06/30/     03/31/   12/31/   09/30/   06/30/
                                 2001       2001     2000     2000     2000

        Income Statement
    Loan income (TE)           $242,174    249,355  258,241  253,399   97,179
    Securities income (TE)       73,746     79,051   81,206   79,649   46,695
    Other interest income (TE)      974      1,855    1,504    3,864    2,854
      Total interest
       income (TE)              316,894    330,261  340,951  336,912  146,728

    Savings/NOW and money
     market expense              29,164     35,791   38,193   37,568   12,180
    Jumbo and brokered CD
     expense                     21,994     29,685   34,250   33,236   22,763
    Consumer time deposit
     expense                     62,849     64,683   63,706   61,224   14,800
      Interest expense on
       deposits                 114,007    130,159  136,149  132,028   49,743
    Short-term borrowed funds
     expense                      9,578     15,831   17,849   21,934   17,427
    FHLB advances expense        23,688     23,416   27,586   25,643   12,635
    Long-term debt expense          646        642      648      648       92
      Total interest expense    147,919    170,048  182,232  180,253   79,897

    Net interest income (TE)    168,975    160,213  158,719  156,659   66,831
    Taxable equivalent
     adjustment                   6,874      7,170    6,878    7,822    4,337
    Net interest income         162,101    153,043  151,841  148,837   62,494
    Provision for loan losses     6,304      6,380    5,317    5,098    3,864
    Net interest income after
     provision                  155,797    146,663  146,524  143,739   58,630

    Service charges on deposits  30,460     27,290   26,063   26,640    8,522
    Other service charges
     and fees                     9,064      8,736    9,823    9,247    5,837
    Trust income                 13,382     13,882   13,977   14,275    2,361
    Broker/dealer revenue and
     other commissions           16,202     15,066   10,751    9,649    3,677
    Other                         9,435      8,183    8,773    7,402    4,042
    Investment securities
     gains (losses)                 575        720     (141)   4,522      127
      Total noninterest income   79,118     73,877   69,246   71,735   24,566

    Personnel                    62,447     59,900   60,626   57,241   21,363
    Occupancy                     9,159      9,322    9,661   10,119    3,900
    Equipment                     6,135      5,835    7,263    6,464    1,874
    Goodwill amortization        12,046     12,074   12,060   11,941    1,527
    Core deposit amortization    14,622     15,042   15,461   15,881    1,722
    Other                        40,515     34,974   38,667   36,175   14,758
    Losses on interest rate
     swaps (a)                       --        672   57,221   12,324    2,917
    Conversion/merger expenses (b)   --         --   25,892   44,765       --
      Total noninterest
       expense                  144,924    137,819  226,851  194,910   48,061

    Income before income taxes   89,991     82,721  (11,081)  20,564   35,135
    Income taxes                 34,456     30,431   (2,669)  14,775   11,194
    GAAP net income              55,535     52,290   (8,412)   5,789   23,941
    Amortization of goodwill
     and core deposit,
     net of tax                  20,965     21,250   21,491   21,628    2,577
    Cash net income (c)        $ 76,500     73,540   13,079   27,417   26,518

         GAAP Earnings Per Share
                and Ratios
    GAAP earnings before
     non-recurring items (a) (b):
      Basic earnings per share $    .27        .25      .22      .23      .24
      Diluted earnings
       per share                    .27        .25      .22      .23      .23
      Return on average
       tangible assets (c)         1.36 %     1.30     1.10     1.21     1.39
      Return on average
       tangible equity (c)        18.00      17.99    15.49    16.97    19.41
    GAAP net income:
      Basic earnings per share $    .27        .25     (.04)     .03      .22
      Diluted earnings
       per share                    .27        .25     (.04)     .03      .22
      Return on average
       tangible assets (c)         1.36 %     1.30     (.20)     .15     1.30
      Return on average
       tangible equity (c)        18.00      17.99    (2.89)    2.04    18.05
      Return on average assets     1.27       1.21     (.19)     .13     1.27
      Return on average equity     9.19       8.87    (1.39)     .98    14.22
      Net interest margin          4.40       4.17     4.12     4.20     3.80


                   NATIONAL COMMERCE FINANCIAL CORPORATION
                              Financial Summary
                                  Unaudited
                (In Thousands Except Share and Per Share Data)

                                                   Three Months Ended
    Cash Earnings Per Share and Ratios  06/30/2001     03/31/2001  12/31/2000

    Cash earnings before non-recurring
     items (a) (b) (c):
      Basic earnings per share                $.37            .36         .32
      Diluted earnings per share               .37            .35         .32
      Return on average tangible assets (c)   1.87 %         1.82        1.62
      Return on average tangible equity (c)  24.80          25.29       22.86
    Cash net income (c):
      Basic earnings per share                $.37            .36         .06
      Diluted earnings per share               .37            .35         .06
      Return on average tangible assets (c)   1.87 %         1.82         .32
      Return on average tangible equity (c)  24.80          25.29        4.49
      Average tangible equity to average
       tangible assets (c)                    7.54           7.20        7.10

              Cash Efficiency Ratios
    As a percentage of average tangible
     assets (c) (excluding non-recurring
     items (a) (b) and amortization
     of intangibles):
      Noninterest income                      1.93 %        1.83         1.69
      Personnel expense                       1.53          1.48         1.48
      Occupancy and equipment expense          .37           .38          .41
      Other operating expense                  .99           .88          .94
      Noninterest expense                     2.89          2.74         2.83
        Net overhead (noninterest exp.
         - noninterest inc.)                   .96 %         .91         1.14
    Noninterest expense as a percentage
     of net interest income (TE) and
     other income (excluding non-recurring
     items (a) (b) and amortization
     of intangibles)                         47.67 %       47.29        50.98

             Average Balances
    Assets                             $17,604,925    17,581,548   17,568,713
    Tangible assets (c)                 16,419,104    16,368,869   16,328,607
    Loans (all domestic) (d):
      Commercial                         2,689,381     2,656,499    2,526,980
      Construction and commercial
       real estate                       2,950,444     2,889,249    2,849,480
      Mortgage                           1,814,964     1,785,875    1,791,150
      Consumer                           3,493,513     3,509,229    3,559,848
      Revolving credit                      61,235        62,211       68,753
      Lease financing                      133,351       130,244      128,881
        Total loans                     11,142,888    11,033,307   10,925,092
    Investment securities (e)            4,090,134     4,204,465    4,326,002
    Earning assets (e)                  15,371,113    15,430,752   15,391,415
    Goodwill                               918,208       930,169      942,307
    Core deposit premium                   267,613       282,510      297,799
    Deposits:
      Demand deposits (noninterest-
       bearing)                          1,417,129     1,284,045    1,394,011
      Savings/NOW and money market
       accounts                          4,525,169     4,455,858    4,343,972
      Jumbo and brokered CD's            1,696,004     2,031,238    2,158,017
      Consumer time deposits             4,196,083     4,170,022    3,951,793
        Total deposits                  11,834,385    11,941,163   11,847,793
    Short-term borrowed funds              984,703     1,179,763    1,158,326
    FHLB advances                        1,878,033     1,544,128    1,716,218
    Long-term debt                          39,379        39,380       39,385
    Interest-bearing liabilities        13,319,371    13,420,389   13,367,711
    Stockholders' equity                 2,423,250     2,391,764    2,399,718
    Tangible stockholders' equity (c)    1,237,429     1,179,085    1,159,612


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                                 Three Months Ended
     Cash Earnings Per Share and Ratios      09/30/2000         06/30/2000
    Cash earnings before non-recurring
     items (a) (b) (c):
      Basic earnings per share                      .34                .26
      Diluted earnings per share                    .34                .25
      Return on average tangible assets (c)        1.75               1.53
      Return on average tangible equity (c)       24.59              21.36
    Cash net income (c):
      Basic earnings per share                      .13                .24
      Diluted earnings per share                    .13                .24
      Return on average tangible assets (c)         .69               1.44
      Return on average tangible equity (c)        9.67              19.99
      Average tangible equity to average
       tangible assets (c)                         7.11               7.18

           Cash Efficiency Ratios
    As a percentage of average tangible
     assets (c) (excluding non-recurring items
     (a) (b) and amortization of intangibles):
      Noninterest income                           1.80               1.33
      Personnel expense                            1.44               1.16
      Occupancy and equipment expense               .42                .31
      Other operating expense                       .91                .80
      Noninterest expense                          2.77               2.27
      Net overhead (noninterest exp.
       - noninterest inc.)                          .97                .94
      Noninterest expense as a percentage
       of net interest income (TE) and other
       income (excluding non-recurring items
       (a) (b) and amortization of intangibles)   48.16              45.84

                  Average Balances
    Assets                                   17,078,326          7,569,046
    Tangible assets (c)                      15,866,263          7,425,507
    Loans (all domestic) (d):
      Commercial                              2,491,256          1,087,555
      Construction and commercial real
       estate                                 2,527,587            304,631
      Mortgage                                1,729,083            568,487
      Consumer                                3,532,893          2,221,996
      Revolving credit                           67,889              8,042
      Lease financing                           120,352             33,360
        Total loans                          10,469,060          4,224,071
    Investment securities (e)                 4,155,934          2,591,909
    Earning assets (e)                       14,898,896          7,034,711
    Goodwill                                    911,137            115,416
    Core deposit premium                        300,926             28,123
    Deposits:
      Demand deposits (noninterest-bearing)   1,282,276            512,678
      Savings/NOW and money market accounts   4,195,504          1,622,920
      Jumbo and brokered CD's                 2,078,178          1,524,515
      Consumer time deposits                  3,736,116          1,075,539
        Total deposits                       11,292,074          4,735,652
    Short-term borrowed funds                 1,411,844          1,158,699
    FHLB advances                             1,532,451            852,073
    Long-term debt                               43,419              6,381
    Interest-bearing liabilities             12,997,512          6,240,127
    Stockholders' equity                      2,340,383            676,983
    Tangible stockholders' equity (c)         1,128,320            533,444


                   NATIONAL COMMERCE FINANCIAL CORPORATION
                              Financial Summary
                                  Unaudited
                (In Thousands Except Share and Per Share Data)

                                     As Of And For The Three Months Ended
        Allowance For Loan Losses     06/30/2001     03/31/2001   12/31/2000

    Beginning balance                   $144,039        143,614      143,510
    Provision for loan losses              6,304          6,380        5,317
    Additions from acquired institutions      --             --           --
    Recoveries                             1,671          2,052        1,321
    Charge-offs                           (6,355)        (8,007)      (6,534)
    Ending balance                      $145,659        144,039      143,614

    Net charge-offs by loan type:
      Commercial                        $    519            743          432
      Construction and commercial
       real estate                            30             29           23
      Secured by real estate                  21            452          631
      Consumer                             3,556          4,545        3,485
      Revolving credit                       354             89          634
      Lease financing                        204             97            8
        Total net charge-offs           $  4,684          5,955        5,213

         Non-Performing and Risk Assets
    Nonaccrual loans                    $ 11,780         10,977        7,219
    Foreclosed real estate                 7,787          5,512        5,652
      Total nonperforming assets          19,567         16,489       12,871

    Restructured loans                        --          2,224        2,232
    Ninety days past due and accruing     29,397         21,682       26,362
      Total risk assets                 $ 48,964         40,395       41,465

              Asset Quality Ratios
    Total risk assets to:
      Net loans                              .44 %          .36          .38
      Total assets                           .27            .23          .23
    Loan loss allowance to total risk
     assets                                 2.97 x         3.57         3.46
    Net charge-offs to average loans
     (annualized)                            .17 %          .22          .19
    Loan loss allowance to total loans      1.30           1.30         1.30

            Share and Per Share Data
    Common shares outstanding        204,359,873    205,487,104  205,246,098
    Weighted average shares outstanding:
      Basic                          205,433,029    205,632,478  205,334,106
      Diluted                        207,891,271    208,544,880  207,800,709
    Cash dividends                      $    .13            .13          .13
    Book value                             11.68          11.66        11.52
    Closing stock price (f)                24.37          24.81        24.75
    High stock price for the quarter       25.55          27.44        25.19
    Low stock price for the quarter        22.15          21.56        17.65

          Other Period-End Information
    Number of offices                        379            377          378
    Intangible assets:
      Goodwill                          $910,421        922,481      934,467
      Deposit base premium               258,042        273,665      287,707
    Mortgage servicing rights              6,590          7,139        7,688
    Cash dividends                        26,706         26,774       26,689


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                                Financial Summary
                                    Unaudited
                  (In Thousands Except Share and Per Share Data)

                                         As Of And For The Three Months Ended
          Allowance For Loan Losses          09/30/2000        06/30/2000

    Beginning balance                            62,061            59,089
    Provision for loan losses                     5,098             3,864
    Additions from acquired institutions         81,097             1,131
    Recoveries                                    1,847               973
    Charge-offs                                  (6,593)           (2,996)
    Ending balance                              143,510            62,061

    Net charge-offs by loan type:
      Commercial                                    781               176
      Construction and commercial real estate        12                (2)
      Secured by real estate                        675               664
      Consumer                                    2,894             1,305
      Revolving credit                              421               (86)
      Lease financing                               (37)              (34)
    Total net charge-offs                         4,746             2,023

       Non-Performing and Risk Assets
    Nonaccrual loans                             26,432             1,377
    Foreclosed real estate                        3,219             1,309
      Total nonperforming assets                 29,651             2,686

    Restructured loans                            2,235                --
    Ninety days past due and accruing             7,949             6,142
      Total risk assets                          39,835             8,828

            Asset Quality Ratios
    Total risk assets to:
      Net loans                                     .37               .21
      Total assets                                  .23               .12
    Loan loss allowance to total risk assets       3.60              7.03
    Net charge-offs to average loans (annualized)   .18               .19
    Loan loss allowance to total loans             1.32              1.45

          Share and Per Share Data
    Common shares outstanding               205,186,627       109,310,376
    Weighted average shares outstanding:
      Basic                                 205,458,341       109,425,250
      Diluted                               207,268,076       111,151,129
    Cash dividends                                  .13               .11
    Book value                                    11.64              6.33
    Closing stock price (f)                       19.94             16.06
    High stock price for the quarter              20.13             19.94
    Low stock price for the quarter               15.25             16.06

        Other Period-End Information
    Number of offices                               380               165
    Intangible assets:
      Goodwill                                  946,527           116,077
      Deposit base premium                      303,168            27,498
    Mortgage servicing rights                     8,237                --
    Cash dividends                               26,728            11,459


                   NATIONAL COMMERCE FINANCIAL CORPORATION
                              Financial Summary
                                  Unaudited
                (In Thousands Except Share and Per Share Data)

                                            Six Months Ended      Increase
                                                June 30          (Decrease)
         Income Statement                    2001       2000   Amount     %

    Loan income (TE)                     $491,529    186,974  304,555   162.9
    Securities income (TE)                152,797     91,330   61,467    67.3
    Other interest income (TE)              2,829      5,122   (2,293)  (44.8)
      Total interest income (TE)          647,155    283,426  363,729   128.3

    Savings/NOW and money market expense   64,955     24,470   40,485   165.4
    Jumbo and brokered CD expense          51,679     44,262    7,417    16.8
    Consumer time deposit expense         127,532     27,524  100,008   363.3
      Interest expense on deposits        244,166     96,256  147,910   153.7
    Short-term borrowed funds expense      25,409     29,794   (4,385)  (14.7)
    FHLB advances expense                  47,104     24,684   22,420    90.8
    Long-term debt expense                  1,288        184    1,104   600.0
      Total interest expense              317,967    150,918  167,049   110.7

    Net interest income (TE)              329,188    132,508  196,680   148.4
    Taxable equivalent adjustment          14,044      8,613    5,431    63.1
    Net interest income                   315,144    123,895  191,249   154.4
    Provision for loan losses              12,684      6,041    6,643   110.0
    Net interest income after provision   302,460    117,854  184,606   156.6

    Service charges on deposits            57,750     16,063   41,687   259.5
    Other service charges and fees         17,800     10,849    6,951    64.1
    Trust income                           27,264      4,712   22,552   478.6
    Broker/dealer revenue and other
     commissions                           31,268      8,416   22,852   271.5
    Other                                  17,618      8,342    9,276   111.2
    Investment securities gains (losses)    1,295        128    1,167   911.7
      Total noninterest income            152,995     48,510  104,485   215.4

    Personnel                             122,347     42,268   80,079   189.5
    Occupancy                              18,481      7,471   11,010   147.4
    Equipment                              11,970      3,640    8,330   228.8
    Goodwill amortization                  24,120      2,883   21,237   736.6
    Core deposit amortization              29,664      3,194   26,470   828.7
    Other                                  75,489     28,799   46,690   162.1
    Losses on interest rate swaps (a)         672      7,682   (7,010)  (91.3)
      Total noninterest expense           282,743     95,937  186,806   194.7

    Income before income taxes            172,712     70,427  102,285   145.2
    Income taxes                           64,887     22,494   42,393   188.5
    GAAP net income                       107,825     47,933   59,892   124.9
    Amortization of goodwill and core
     deposit, net of tax                   42,215      4,831   37,384   773.8
    Cash net income                      $150,040     52,764   97,276   184.4

     GAAP Earnings Per Share and Ratios
    GAAP earnings before non-recurring
     items (a):
      Basic earnings per share           $    .52        .48      .04     8.4
      Diluted earnings per share              .52        .48      .04     8.5
      Return on average tangible
       assets (c)                            1.33 %     1.45       --      --
      Return on average tangible
       equity (c)                           17.99      20.08       --      --
    GAAP net income:
      Basic earnings per share           $    .52        .44      .08    18.1
      Diluted earnings per share              .52        .43      .09    19.8
      Return on average tangible
       assets (c)                            1.33 %     1.32       --      --
      Return on average tangible
       equity (c)                           17.99      18.27       --      --
      Return on average assets               1.24       1.30       --      --
      Return on average equity               9.03      14.51       --      --
    Net interest margin                      4.28       3.86       --      --
    Cash dividends per share            $     .26        .22      .04    18.2


                   NATIONAL COMMERCE FINANCIAL CORPORATION
                              Financial Summary
                                  Unaudited
                (In Thousands Except Share and Per Share Data)

    Cash Earnings Per Share and Ratios
                                Six Months Ended June 30   Increase (Decrease)
                                    2001         2000        Amount        %
    Cash earnings before
     non-recurring items (a) (c):
      Basic earnings per share      $.73          .53         .20        38.1
      Diluted earnings per share     .72          .52         .20        38.3
      Return on average
       tangible assets (c)          1.85 %       1.59          --          --
      Return on average
       tangible equity (c)         25.04        21.92          --          --
    Cash net income (c):
      Basic earnings per share      $.73          .48         .25        50.6
      Diluted earnings per share     .72          .48         .24        50.8
      Return on average
       tangible assets (c)          1.85 %       1.46          --          --
      Return on average
       tangible equity (c)         25.04        20.11          --          --
    Average tangible equity
     to average tangible
     assets (c)                     7.37         7.24          --          --

                                   As of June 30            YTD Averages
      Balance Sheet Data         2001         2000        2001        2000

    Assets                   $17,952,690    7,519,107  17,593,301   7,425,956
    Tangible assets (c)       16,784,227    7,375,532  16,394,125   7,289,144
    Loans (all domestic) (d):
      Commercial               2,723,558    1,091,380   2,673,030   1,065,077
      Construction and
       commercial real estate  2,979,178      301,950   2,920,016     297,160
      Mortgage                 1,832,590      601,183   1,800,500     496,412
      Consumer                 3,503,130    2,229,694   3,501,327   2,223,453
      Revolving credit            61,194        8,206      61,721       7,263
      Lease financing            136,596       33,643     131,806      32,268
        Total loans           11,236,246    4,266,056  11,088,400   4,121,633
    Available for sale
     securities                2,501,885      656,163          --          --
    Held to maturity
     securities - book value   1,645,528    1,926,151          --          --
    Total investment
     securities (e)            4,147,413    2,582,314   4,146,983   2,553,685
    Trading securities            59,746       37,660      62,147      32,489
    Earning assets (e)        15,604,363    6,929,049  15,400,768   6,876,261
    Goodwill                     910,421      116,077     924,156     109,865
    Core deposit premium         258,042       27,498     275,020      26,947
    Deposits:
      Demand deposits
       (noninterest-bearing)   1,518,771      508,652   1,350,954     518,806
      Savings/NOW and money
       market accounts         4,566,990    1,587,192   4,490,705   1,637,797
      Jumbo and brokered CD's  1,692,260    1,545,544   1,862,695   1,528,091
      Consumer time deposits   4,206,756    1,099,647   4,183,125   1,024,447
        Total deposits        11,984,777    4,741,035  11,887,479   4,709,141
    Short-term borrowed funds  1,116,482    1,175,663   1,081,694   1,033,166
    FHLB advances              1,950,869      754,927   1,712,002     866,751
    Long-term debt                39,376        6,379      39,379       6,481
    Interest-bearing
     liabilities              13,572,732    6,169,352  13,369,600   6,096,733
    Stockholders' equity       2,385,098      691,958   2,407,594     664,535
    Fair value adjustment
     for FAS 115 included in
     stockholders' equity         22,761       (7,434)     25,334      (7,046)
    Tangible stockholders'
     equity (c)                1,216,635      548,383   1,208,418     527,723

                             Six Months Ended June 30
          Allowance For
           Loan Losses            2001         2000
    Beginning balance          $143,614       59,597
    Provision for loan losses    12,684        6,041
    Addition from acquired
     institutions                    --        1,131
    Recoveries                    3,723        1,848
    Charge-offs                 (14,362)      (6,556)
    Ending balance             $145,659       62,061

    Net charge-offs to
     average loans (annualized)     .19 %        .23


                   NATIONAL COMMERCE FINANCIAL CORPORATION
                              Financial Summary
                                  Unaudited
                (In Thousands Except Share and Per Share Data)

                                                    Six Months Ended June 30
     Cash Efficiency Ratios                          2001               2000
    As a percentage of average tangible
     assets (c) (excluding non-recurring items
     (a) and amortization of intangibles):
      Noninterest income                            1.88 %             1.34
      Personnel expense                             1.50               1.17
      Occupancy and equipment expense                .37                .31
      Other operating expense                        .94                .79
      Noninterest expense                           2.81               2.27
        Net overhead (noninterest expense
         - noninterest income)                       .93 %              .93
    Noninterest expense as a percentage
      of net interest income (TE) and other
      income (excluding non-recurring items (a)
      and amortization of intangibles)             47.48 %            45.40

           Share Data
    Weighted average shares outstanding:
      Basic                                  205,532,202        108,851,037
      Diluted                                208,218,076        110,443,865


    (a)  Certain swap contracts that the Corporation entered into during 2000
         did not qualify for hedge accounting and were marked to market
         through the income statement instead of other comprehensive gains and
         losses.  These swap contracts were terminated in the first quarter of
         2001.  The losses on swap contracts incurred in 2000 are considered
         to be non-recurring expenses.

    (b)  Merger and conversion expenses incurred in the third and fourth
         quarters of 2000 ($34.7 million and $15.8 million, respectively,
         after-tax) were related to the Corporation's merger with CCB
         Financial Corporation.

    (c)  The Corporation defines cash net income as GAAP net income adjusted
         for the after-tax impact of goodwill and core deposit amortization.
         Average tangible assets and equity for the periods are determined as
         average total assets or stockholders' equity, respectively, less
         average unamortized goodwill and core deposit premium.

    (d)  Loan balances by category are presented in accordance with the
         Corporation's internal classification system which uses the purpose
         of the borrowing to determine the reporting category.

    (e)  Average balances exclude the mark to market adjustment for Statement
         of Accounting Standards No. 115.

    (f)  NASDAQ symbol:  NCBC


                   NATIONAL COMMERCE FINANCIAL CORPORATION
              Average Balances and Net Interest Income Analysis
                  Three Months Ended June 30, 2001 and 2000
                 (Taxable Equivalent Basis-In Thousands) (a)

                                  2001                         2000

                                 Interest  Average           Interest  Average
                       Average    Income/  Yield/    Average  Income/  Yield/
                       Balance    Expense   Rate     Balance  Expense   Rate
    Earning assets:
    Loans (b)        $11,142,888  242,174  8.71 %   4,224,071  97,179   9.24
    U.S. Treasury
     and agency
     obligations (c)   2,893,493   52,086  7.21     1,772,174  30,361   6.85
    States and
     political
     subdivision
     obligations         168,315    2,802  6.68       126,701   2,582   7.94
    Other securities   1,028,326   18,059  7.03       693,034  13,220   7.63
    Trading securities    60,125      799  5.31        35,586     532   5.98
    Federal funds sold
     and other
     short-term
     investments          52,800      657  4.99       170,119   2,827   6.68
    Time deposits
     in other banks       25,166      317  5.04        13,026      27    .86
      Total earning
       assets (c)     15,371,113  316,894  8.26     7,034,711 146,728   8.37

    Non-earning assets:
    Cash and due
     from banks          401,156                      181,541
    Premises and
     equipment           202,822                       51,290
    Goodwill             918,208                      115,416
    Core deposit premium 267,613                       28,123
    All other
     assets, net         444,013                      157,965
      Total assets   $17,604,925                    7,569,046

    Interest-bearing liabilities:
    Savings and time
     deposits        $10,417,256  114,007  4.39 %   4,222,974  49,743   4.74
    Short-term
     borrowed funds      984,703    9,578  4.07     1,158,699  17,427   5.82
    FHLB advances      1,878,033   23,688  5.06       852,073  12,635   5.96
    Long-term debt        39,379      646  6.58         6,381      92   5.76
      Total interest-
       bearing
       liabilities    13,319,371  147,919  4.45     6,240,127  79,897   5.15

    Other liabilities and stockholders' equity:
    Demand deposits    1,417,129                      512,678
    Other liabilities    402,538                       89,347
    Capital trust
     pass-through
     securities           42,637                       49,911
    Stockholders'
     equity            2,423,250                      676,983
      Total liabilities
       and stockholders'
       equity        $17,604,925                    7,569,046

    Net interest income
     and net interest
     margin (d)                  $168,975  4.40 %              66,831   3.80

    Interest rate spread (e)               3.81 %                       3.22

    (a) The taxable equivalent basis is computed using 35% federal and
        applicable state tax rates in 2001 and 2000.
    (b) The average loan balances include non-accruing loans.  Loan fees of
        $5,585,000 and $2,832,000 for 2001 and 2000, respectively, are
        included in interest income.
    (c) The average balances for debt and equity securities exclude the effect
        of their mark-to-market adjustment, if any.
    (d) Net interest margin is computed by dividing net interest income by
        total earning assets.
    (e) Interest rate spread equals the earning asset yield minus the
        interest-bearing liability rate.


                   NATIONAL COMMERCE FINANCIAL CORPORATION
              Average Balances and Net Interest Income Analysis
                   Six Months Ended June 30, 2001 and 2000
                 (Taxable Equivalent Basis-In Thousands) (a)

                                  2001                         2000

                                 Interest  Average           Interest  Average
                       Average    Income/   Yield/   Average  Income/  Yield/
                       Balance    Expense   Rate     Balance  Expense   Rate
    Earning assets:
    Loans (b)        $11,088,400  491,529  8.93 %   4,121,633  186,974  9.12
    U.S. Treasury and
     agency
     obligations (c)   2,891,993  106,387  7.21     1,727,589   58,852  6.85
    States and
     political
     subdivision
     obligations         175,682    5,812  6.68       128,584    5,212  7.94
    Equity securities
     and other
     securities (c)    1,079,308   38,878  7.20       697,512   26,250  7.53
    Trading account
     securities           62,147    1,720  5.53        32,489    1,016  6.25
    Federal funds sold
     and other short-term
     investments          76,562    2,118  5.58       156,839    4,995  6.40
    Time deposits
     in other banks       26,676      711  5.37        11,615      127  2.21
      Total earning
       assets         15,400,768  647,155  8.45     6,876,261  283,426  8.27

    Non-earning assets:
    Cash and due
     from banks          373,937                      189,451
    Premises and
     equipment           204,180                       49,468
    Goodwill             924,156                      109,865
    Core deposit premium 275,020                       26,947
    All other
     assets, net      15,816,008                    7,050,225
      Total assets   $17,593,301                    7,425,956

    Interest-bearing liabilities:
    Savings and time
     deposits        $10,536,525  244,166  4.67 %   4,190,335   96,256  4.62
    Short-term
     borrowed funds    1,081,694   25,409  4.89     1,033,166   29,794  5.82
    FHLB advances      1,712,002   47,104  5.55       866,751   24,684  5.73
    Long-term debt        39,379    1,288  6.57         6,481      184  5.76
      Total interest-
       bearing
       liabilities    13,369,600  317,967  4.80     6,096,733  150,918  4.98

    Other liabilities and stockholders' equity:
    Demand deposits    1,350,954                      518,806
    Other liabilities    418,933                       95,971
    Capital trust
     pass-through
     securities           46,220                       49,911
    Stockholders'
     equity            2,407,594                      664,535
      Total liabilities
       and stockholders'
       equity        $17,593,301                    7,425,956

    Net interest income
     and net
     interest
     margin (d)                  $329,188  4.28 %              132,508  3.86

    Interest rate spread (e)               3.65 %                       3.29

    (a) The taxable equivalent basis is computed using 35% federal and
        applicable state tax rates in 2001 and 2000.
    (b) The average loan balances include non-accruing loans.  Loan fees of
        $10,758,000 and $5,390,000 for 2001 and 2000, respectively, are
        included in interest income.
    (c) The average balances for debt and equity securities exclude the effect
        of their mark-to-market adjustment, if any.
    (d) Net interest margin is computed by dividing net interest income by
        total earning assets.
    (e) Interest rate spread equals the earning asset yield minus the
        interest-bearing liability rate.



SOURCE National Commerce Financial Corporation




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    CONTACT:
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    "Jekka" Pinckney, +1-901-523-3525, both of National Commerce
    Financial Corporation