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National Commerce Financial Announces Record Third Quarter Operating Cash EPS Of $.45, Up 15.4 Percent

    MEMPHIS, Tenn., Oct. 17 /PRNewswire-FirstCall/ -- National Commerce
Financial Corporation (NYSE: NCF) today announced record revenues and earnings
for the third quarter and year-to-date 2002.  For the quarter ended September
30, 2002, operating cash earnings, defined as net income adjusted for goodwill
amortization, core deposit amortization and non-recurring expenses, net of
tax, were $93.7 million compared to $80.4 million for the same period a year
earlier, an increase of 16.6 percent.  Operating cash earnings per diluted
share were $.45 in third quarter 2002, compared to $.39 per share in third
quarter 2001, a 15.4 percent increase.
    For the nine months ended September 30, 2002, operating cash earnings were
$274.3 million compared to $230.4 million for the same period a year earlier,
an increase of 19.1 percent.  Operating cash earnings per diluted share were
$1.32 for the nine months ended September 30, 2002, compared to $1.11 per
share for the nine months ended September 30, 2001, an 18.9 percent increase.
    "While the economy has remained sluggish, NCF's investment in high growth
metropolitan markets is paying off," said Ernest C. Roessler, National
Commerce Financial's president and chief executive officer.  "Through hard
work and being positioned in the right markets, NCF continues to grow loans
faster than peers while maintaining favorable asset quality.  As we continue
to operate in a challenging economic environment, intangibles such as these
will be the differentiator, allowing us to continue to outperform.  As we
round out the year, we will be focused on improving our efficiency and
capitalizing on our recent expansion into Atlanta.  To date, our Atlanta
results are well ahead of schedule and we expect this dynamic market to be a
strong catalyst entering 2003."

    GAAP EARNINGS
    For the quarter ended September 30, 2002, GAAP net income was
$83.0 million, compared to $57.6 million reported for the same period a year
earlier, an increase of 44.0 percent.  GAAP net income per diluted share was
$.40 for the third quarter 2002 compared to $.28 in the third quarter of 2001,
an increase of 42.9 percent.
    For the nine months ended September 30, 2002, GAAP net income was
$238.7 million, compared to $165.4 million reported for the same period a year
earlier, an increase of 44.3 percent.  GAAP net income per diluted share for
the period was $1.14 compared to $.80 in 2001, an increase of 42.5 percent.
In 2002, GAAP net income has benefited from the elimination of goodwill
amortization, a non-cash expense, due to a required change in the accounting
for goodwill which was effective January 1, 2002.

    REVENUES
    Total revenues, excluding investment securities gains, for the third
quarter of 2002 were $291.6 million or $1.40 per diluted share, a 15.7%
increase over third quarter 2001 revenues per share of $1.21 and an annualized
increase of 11.8% over second quarter 2002 revenues of $1.36 per share.  Third
quarter taxable equivalent net interest income was $193.3 million or $.93 per
share in 2002, an increase of 10.7 percent and 8.8 percent annualized compared
to third quarter 2001 and second quarter 2002 per share results.  Non-interest
income, excluding investment securities gains, was $98.3 million or $.47 per
share for the third quarter of 2002, an increase of 27.0 percent and 17.8
percent annualized, respectively, over third quarter 2001 and second quarter
2002 per share amounts.  Securities gains for third quarter 2002 were $5.1
million.
    Taxable equivalent net interest income rose in the third quarter as a
result of continued loan growth across the footprint, offset by a declining
net interest margin.  Average loans increased 8.6 percent annualized to $12.6
billion from $12.3 billion in second quarter 2002.  Commercial, construction
and commercial real estate, and consumer loans experienced annualized growth
of 13.3 percent, 10.7 percent, and 6.2 percent respectively.  Excluding the
managed decline of the State Farm indirect auto portfolio, consumer loans grew
9.3 percent annualized while average total loans grew 9.6 percent annualized
over second quarter 2002.  Third quarter end of period total loans were
$12.7 billion.
    Non-interest income growth, excluding investment securities gains, for the
third quarter was driven largely by increases in bank service charges on
deposits, mortgage banking revenues, earnings at First Market Bank, the
Company's 49 percent owned, Richmond, Virginia-based savings bank, and
continued strong performance in the capital markets business of the Company's
Financial Enterprises unit.  Financial Enterprises, comprised of NCF's
transaction processing, asset management and consulting businesses, reported
operating cash earnings of $9.2 million in the third quarter 2002, down from
$9.5 million in second quarter 2002, primarily as a result of declines in its
market sensitive businesses.
    First Market Bank, which is accounted for using the equity method of
accounting, continues to perform very well.  During the quarter, average loans
increased to $473.8 million, up 32.2 percent from the year ago quarter and
19.1 percent annualized from the second quarter.  First Market's average
deposits for the third quarter of 2002 increased to $764.2 million, up 26.0
percent from the year ago quarter and 13.6 percent annualized from the second
quarter.

    NET INTEREST MARGIN
    Consistent with industry trends, the net interest margin in the third
quarter declined due to a lower interest rate environment.  The net interest
margin for the quarter was 4.27 percent, a decline of 6 basis points from the
second quarter of 2002.  During the quarter, the average earning asset yield
declined 21 basis points from 6.63 percent in second quarter 2002 to 6.42
percent in third quarter while the average cost of interest bearing
liabilities declined 18 basis points from 2.65 percent in second quarter 2002
to 2.47 percent in third quarter.  The Company continues to experience double-
digit growth in non-interest bearing deposits, helping to lower its overall
cost of funds.
    Over the past year, the Company has made significant progress in
positioning its balance sheet for rising rates.  The Company's balance sheet
is slightly asset sensitive, with the expectation that rising interest rates
will result in a small increase to earnings.

    ASSET QUALITY
    NCF continues to demonstrate that conservative lending policies and strong
collateral positions lead to superior asset quality.  Third quarter 2002
annualized net charge-offs were .29 percent of average loans compared to .24
percent in the second quarter.  Non-performing assets were .50 percent of end
of period loans plus foreclosed real estate and other repossessed assets at
September 30, 2002, down from .53 percent at June 30, 2002.  Third quarter net
charge-offs represent less than 1 percent of tangible shareholders' equity.
Excluding approximately $3.2 million in net charge-offs during the quarter
from the Company's aircraft portfolio, which were offset by securities gains,
annualized net charge-offs were only .19 percent of average loans.  Fourth
quarter annualized net chargeoffs are expected to return to the Company's
targeted range of .20 percent to .25 percent.
    The allowance for loan losses at September 30, 2002 was $163.3 million or
1.28 percent of total loans, within the Company's targeted range of 1.25
percent to 1.35 percent.   The current allowance provides a coverage level of
4.44 times annualized net charge-offs and 5.51 times nonperforming loans, each
significantly above industry levels.  During the quarter, the provision for
loan losses exceeded net charge-offs by $1.7 million.

    EFFICIENCY
    The Company's cash efficiency ratio was 46.90 percent for the third
quarter, compared to 46.47 percent in the prior quarter and 44.85 percent in
the third quarter of last year.  Cash non-interest expense (total non-interest
expense less goodwill amortization, core deposit amortization and non-
recurring expenses) for third quarter 2002 was $139.2 million, compared to
$113.1 million for third quarter 2001 and $132.8 million for second quarter
2002.  The banking cash efficiency ratio increased to 42.66 percent from
41.14 percent in third quarter 2001 and from 42.63 percent in the second
quarter.  The Company's efficiency ratio has been negatively impacted by the
current economy and its recent expansion initiatives.

    EXPANSION
    During the quarter, NCF announced plans which will expedite the expansion
of its banking presence in the Atlanta metropolitan area by entering into an
agreement to purchase 15 traditional or "hub" branches from Wachovia and to
assume Wachovia's lease obligations for seven additional branches.  These 22
branches complement the Company's existing and planned in-store, or "spoke"
branches, and will give National Bank of Commerce (NBC), the Company's banking
subsidiary, the fifth largest branch presence in Atlanta by the end of 2003
with 61 branches opened or under development.  Using its proven hub-and-spoke
de novo expansion model, the Company is focusing its efforts on capturing a
five percent share of the $57 billion deposit market within five years.
    Supplemental financial tables are available on the Company's website at
http://www.ncfcorp.com/releases.cfm.

    ABOUT NCF
    National Commerce Financial Corporation is a diversified financial
services company with $21 billion in assets.  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, operating in 14 of the nation's
fastest growing metropolitan areas, 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
                       Current Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                                          %
                                               Three Months Ended      Change
                                                                        Fav/
    Earnings and Earnings Per Share        09/30/2002      06/30/2002  (Unfav)
    Revenues (TE)                             $296,670         285,892    3.8

    GAAP net income                            $82,977          80,868    2.6
    Non-recurring expenses, after-tax               --              --     --
    Operating GAAP earnings                     82,977          80,868    2.6
    Amortization of goodwill and
     core deposit intangibles, net of tax       10,679          11,052    3.4
    Operating cash earnings                    $93,656          91,920    1.9

    Average basic shares outstanding       206,258,720     206,368,053    (.1)
    Average diluted shares outstanding     208,328,301     208,978,097    (.3)

    Basic EPS - GAAP                              $.40             .39    2.6
    Diluted EPS - GAAP                             .40             .39    2.6

    Basic EPS - Operating GAAP                     .40             .39    2.6
    Diluted EPS - Operating GAAP                   .40             .39    2.6

    Basic EPS -Operating Cash                      .45             .45     --
    Diluted EPS - Operating Cash                   .45             .44    2.3

    Key Performance Ratios
    Net interest margin                           4.27%           4.33
    Cash efficiency ratio                        46.90           46.47
    Banking cash efficiency ratio                42.66           42.63
    Cash return on average assets                 1.80            1.82
    Cash return on average tangible
     assets                                       1.92            1.95
    Cash return on average equity                14.26           14.57
    Cash return on average tangible
     equity                                      29.22           31.28

    Asset Quality Ratios
    Loan loss allowance to total loans            1.28%           1.30
    Net loans charged-off (annualized) to
     average loans                                 .29             .24
    Nonperforming assets to loans plus
     foreclosed real
      estate and other repossessed assets          .50             .53
    Loan loss allowance to net charge-
     offs (annualized)                            4.44 x          5.53
    Loan loss allowance to nonperforming
     loans                                        5.51            5.30

    Selected Average Balances
    Assets                                 $20,639,674      20,233,304    2.0
    Tangible assets                         19,304,887      18,881,879    2.2
    Loans                                   12,600,075      12,335,537    2.1
    Core deposits                           12,358,788      12,405,823    (.4)
    Stockholders' equity                     2,606,497       2,529,919    3.0
    Tangible stockholders' equity            1,271,710       1,178,494    7.9

    Selected Period End Balances
    Assets                                 $20,943,731      20,812,168     .6
    Tangible assets                         19,617,548      19,469,081     .8
    Loans                                   12,740,563      12,470,030    2.2
    Core deposits                           12,566,599      12,487,536     .6
    Stockholders' equity                     2,639,513       2,596,386    1.7
    Tangible stockholders' equity            1,313,330       1,253,299    4.8
    Shares outstanding                     205,767,938     206,417,264
    Number of banking offices                      472             466
    Number of ATMs                                 550             554
    Number of full-time equivalent
     employees (FTE)                             5,402           5,469

    Capital Ratios
    Average equity to average assets             12.63%          12.50
    Average tangible equity to average
     tangible assets                              6.59            6.24
    Period-end tangible equity to period-
     end tangible assets                          6.69            6.44
    Risk-based capital ratios:
    Tier 1 capital                               10.70  E        10.49
    Total capital                                11.90  E        11.69
    Leverage ratio                                7.80  E         7.76

    E - Estimated


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                       Current Quarter Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                                          %
                                                Three Months Ended     Change
                                                                        Fav/
    Earnings and Earnings Per Share         09/30/2002     09/30/2001  (Unfav)
    Revenues (TE)                               296,670        252,165   17.6

    GAAP net income                              82,977         57,611   44.0
    Non-recurring expenses, after-tax                --          1,904  100.0
    Operating GAAP earnings                      82,977         59,515   39.4
    Amortization of goodwill and
     core deposit intangibles, net of tax        10,679         20,837   48.7
    Operating cash earnings                      93,656         80,352   16.6

    Average basic shares outstanding        206,258,720    204,307,702    1.0
    Average diluted shares outstanding      208,328,301    206,723,011     .8

    Basic EPS - GAAP                                .40            .28   42.9
    Diluted EPS - GAAP                              .40            .28   42.9

    Basic EPS - Operating GAAP                      .40            .29   37.9
    Diluted EPS - Operating GAAP                    .40            .29   37.9

    Basic EPS -Operating Cash                       .45            .39   15.4
    Diluted EPS - Operating Cash                    .45            .39   15.4

    Key Performance Ratios
    Net interest margin                            4.27           4.42
    Cash efficiency ratio                         46.90          44.85
    Banking cash efficiency ratio                 42.66          41.14
    Cash return on average assets                  1.80           1.78
    Cash return on average tangible assets         1.92           1.90
    Cash return on average equity                 14.26          13.20
    Cash return on average tangible equity        29.22          25.48

    Asset Quality Ratios
    Loan loss allowance to total loans             1.28           1.31
    Net loans charged-off (annualized) to
     average loans                                  .29            .21
    Nonperforming assets to loans plus
     foreclosed real
      estate and other repossessed assets           .50            .24
    Loan loss allowance to net charge-offs
     (annualized)                                  4.44           6.19
    Loan loss allowance to nonperforming
     loans                                         5.51           9.73

    Selected Average Balances
    Assets                                   20,639,674     17,899,618   15.3
    Tangible assets                          19,304,887     16,734,682   15.4
    Loans                                    12,600,075     11,370,853   10.8
    Core deposits                            12,358,788     10,373,805   19.1
    Stockholders' equity                      2,606,497      2,415,884    7.9
    Tangible stockholders' equity             1,271,710      1,250,948    1.7

    Selected Period End Balances
    Assets                                   20,943,731     18,481,554   13.3
    Tangible assets                          19,617,548     17,322,978   13.2
    Loans                                    12,740,563     11,516,651   10.6
    Core deposits                            12,566,599     10,615,568   18.4
    Stockholders' equity                      2,639,513      2,414,864    9.3
    Tangible stockholders' equity             1,313,330      1,256,288    4.5
    Shares outstanding                      205,767,938    204,032,413
    Number of banking offices                       472            393
    Number of ATMs                                  550            466
    Number of full-time equivalent
     employees (FTE)                              5,402          4,809

    Capital Ratios
    Average equity to average assets              12.63          13.50
    Average tangible equity to average
     tangible assets                               6.59           7.48
    Period-end tangible equity to period-
     end tangible assets                           6.69           7.25
    Risk-based capital ratios:
    Tier 1 capital                                10.70  E        9.72
    Total capital                                 11.90  E       10.97
    Leverage ratio                                 7.80  E        7.59

    E - Estimated


                     NATIONAL COMMERCE FINANCIAL CORPORATION
                        Year to Date Financial Highlights
                  (In Thousands Except Share and Per Share Data)

                                                                          %
                                     Nine Months Ended       $ Change  Change
    Earnings and Earnings Per                                   Fav/   Fav/
    Share                        09/30/2002     09/30/2001     (Unfav) (Unfav)
    Revenues (TE)                   $853,916        732,814    121,102   16.5

    GAAP net income                 $238,744        165,436     73,308   44.3
    Non-recurring expenses,
     after-tax                         3,211          1,904      1,307   68.6
    Operating GAAP earnings          241,955        167,340     74,615   44.6
    Amortization of goodwill and
     core deposit intangibles,
      net of tax                      32,351         63,052    (30,701) (48.7)
    Operating cash earnings         $274,306        230,392     43,914   19.1

    Average Basic Shares
     Outstanding                 206,126,098    205,119,550
    Average Diluted Shares
     Outstanding                 208,531,349    207,712,220

    Basic EPS - GAAP                   $1.16            .81        .35   43.2
    Diluted EPS - GAAP                  1.14            .80        .34   42.5

    Basic EPS - Operating GAAP          1.17            .82        .35   42.7
    Diluted EPS - Operating GAAP        1.16            .81        .35   43.2

    Basic EPS -Operating Cash           1.33           1.12        .21   18.8
    Diluted EPS - Operating Cash        1.32           1.11        .21   18.9

    Key Performance Ratios
    Net interest margin                 4.33%          4.32
    Cash efficiency ratio              46.64          46.47
    Banking cash efficiency
     ratio                             42.51          43.25
    Cash return on average
     assets                             1.82           1.74
    Cash return on average
     tangible assets                    1.95           1.87
    Cash return on average
     equity                            14.43          12.78
    Cash return on average
     tangible equity                   30.08          25.19

    Asset Quality Ratios
    Loan loss allowance to total
     loans                              1.28%          1.31
    Net loans charged-off
     (annualized) to average
     loans                               .26            .20
    Loan loss allowance to net
     charge-offs (annualized)           5.01 x         6.71

    Selected Average Balances
    Assets                       $20,144,291     17,696,543  2,447,748   13.8
    Tangible assets               18,821,605     16,508,906  2,312,699   14.0
    Loans                         12,349,955     11,183,577  1,166,378   10.4
    Core deposits                 12,168,241     10,142,405  2,025,836   20.0
    Stockholders' equity           2,541,768      2,410,397    131,371    5.5
    Tangible stockholders'
     equity                        1,219,082      1,222,760     (3,678)   (.3)

    Capital Ratios
    Average equity to average
     assets                            12.62%         13.62
    Average tangible equity to
     average tangible assets            6.48           7.41





SOURCE National Commerce Financial Corporation




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Related links:
  • http://www.ncfcorp.com
    CONTACT:
    Tim Schools of National Commerce Financial
    Corporation, +1-901-523-3087