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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the fiscal year ended December 31, 2000
or
[_] Transition Report Pursuant to Section 13 or 15(d) of the Securities
For the transition period from _______________________ to ______________________
Commission File Number: 1-10646
CENTURA BANKS, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1688522
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
134 North Church Street, Rocky Mount, North Carolina 27804
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (252) 454-4400
Securities registered pursuant to Section 12(b) of the Act:
Common Stock, No Par Value New York Stock Exchange
-------------------------- -----------------------
(Title of each class) (Name of each exchange on which
registered)
Securities registered pursuant to Section 12(g) of the Act:
None
----
Indicate by check mark whether Centura (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 Centura was required to
file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes [X] No _______
-----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Centura's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]
As of January 31, 2001, there were 39,543,620 shares outstanding of
Centura's common stock, no par value. The aggregate fair value of Centura's
common stock held by those persons deemed by Centura to be nonaffiliates was
approximately $1.9 billion.
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1
CROSS REFERENCE
Page
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PART I Item 1 Business.................................................................. 3
Item 2 Properties................................................................ 10
Item 3 Legal Proceedings......................................................... 10
Item 4 Submission of Matters to a Vote of Shareholders........................... 10
PART II Item 5 Market for Centura's Common Equity and Related Shareholder Matters........ 11
Item 6 Selected Financial Data................................................... 11
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations................................................................ 12
Item 7A Quantitative and Qualitative Disclosures About Market Risk................ 30
Item 8 Financial Statements and Supplementary Data............................... 31
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure................................................................ 63
PART III Item 10 Directors and Executive Officers of Centura............................... 64
Item 11 Executive Compensation.................................................... 65
Item 12 Security Ownership of Certain Beneficial Owners and Management............ 73
Item 13 Certain Relationships and Related Transactions............................ 75
PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K.......... 76
2
PART I
ITEM 1 BUSINESS
Registrant
Centura Banks, Inc. ("Centura" or the "Company") is a bank holding company
registered with the Board of Governors of the Federal Reserve System ("Federal
Reserve") and operating under the Bank Holding Company Act of 1956, as amended
("BHC Act"). Centura has four wholly-owned subsidiaries, Centura Bank (the
"Bank"), NCS Mortgage Lending Company ("NCS"), Centura Capital Trust I ("CCTI")
and Triangle Capital Trust ("TCT"). Centura provides services and assistance to
its wholly-owned subsidiaries and the Bank's subsidiaries in the areas of
strategic planning, administration, and general corporate activities. In return,
Centura receives income and dividends from the Bank, where most of Centura's
operations take place. Centura also receives income from its 49 percent
ownership interest in First Greensboro Home Equity, Inc. ("FGHE"), a home equity
mortgage company headquartered in Greensboro, North Carolina. The majority of
Centura's executive officers, who are also officers of the Bank, receive their
entire salaries from Centura. At December 31, 2000, Centura had total
consolidated assets of $11.5 billion.
The Bank is a North Carolina banking corporation and Federal Reserve member
bank with deposits insured by the Bank Insurance Fund ("BIF") and the Savings
Association Insurance Fund ("SAIF") of the Federal Deposit Insurance Corporation
("FDIC"). As of December 31, 2000, the Bank had 3,116 full-time and 414 part-
time employees. The Bank is not a party to any collective bargaining
agreements, and, in the opinion of management, the Bank enjoys good relations
with its employees. The Bank, either directly or through its wholly-owned
subsidiaries, provides a wide range of financial services through a variety of
delivery channels.
In March 2000, Centura acquired the loan origination operations of NCS
Mortgage Services, LLC based in Atlanta, Georgia. NCS specializes in the
origination of non-conforming mortgages through independent mortgage brokers and
sells the production in the secondary market or to FGHE.
CCTI and TCT are statutory business trusts created under the laws of the
State of Delaware. In June 1997, CCTI and TCT issued $100 million and $20
million, respectively, of fixed-rate Capital Securities, Series A ("Capital
Securities") bearing interest rates of 8.845 percent and 9.375 percent,
respectively. The proceeds from the Capital Securities issuance and from the
common stock issued to Centura were invested in junior subordinated deferrable
interest debentures ("junior debentures") issued by Centura. The junior
debentures are the primary assets of the trusts. Centura has guaranteed the
obligations of CCTI and TCT under the Capital Securities.
Centura's mission is to be the primary provider of financial services to
each of our customers. To achieve our mission, Centura provides a full range of
personal and commercial banking products and services, investment services and
insurance services. These products and services are delivered through our
customers channel of preference. At December 31, 2000, Centura served its
customers through 28 supermarket and 213 retail locations, and through 251
automated teller machines ("ATMs") located throughout North Carolina, South
Carolina, and Virginia. Centura also serves its customers through Centura
Highway, its multifaceted customer access system that includes telephone
banking, PC banking, online bill payment and a suite of Internet products and
services that can be found at www.centura.com.
---------------
To support its efforts to achieve its mission, Centura concentrates on
expanding its customer knowledge through the use of a customer database and
sales tracking system that combines financial, demographic, behavioral, and
psychographic data. This information supports decision making about services
offered, delivery channels, locations, staffing, and marketing. Management
anticipates it will continue to refine Centura's customer knowledge database,
product and service offerings and related delivery systems and technologies in
order to achieve Centura's mission.
On January 26, 2001, Royal Bank of Canada ("Royal Bank") and Centura
announced that a definitive merger agreement had been signed whereby Royal Bank
will acquire Centura in a purchase business combination. Royal Bank has assets
totaling approximately $200 billion and is headquartered in Toronto, Canada. It
is the largest bank in Canada and one of the largest diversified financial
services companies in North America. Centura will become the focal point for
Royal Bank's retail banking expansion strategy in the United States,
complementing Centura's existing growth plans that include acquiring
institutions which create strategic market entry and enhancement opportunities.
Refer to Note 21 of the Consolidated Financial Statements for additional
information concerning this merger.
Segment Information
Centura has two reportable segments: retail banking and treasury. These
segments represent business units that are managed separately. Each segment
requires specific industry knowledge and the products and services offered
differ to meet the various financial needs of Centura's customers.
3
The retail banking segment includes commercial loans, retail loans, retail
lines of credit, credit cards, transaction deposits, time deposits, master notes
and repurchase agreements, and mortgage servicing and origination. The retail
bank offers a wide array of products to individuals, small businesses, and
commercial customers. These products are primarily offered through Centura's 241
banking centers and are also offered through the Centura Highway. Treasury is
responsible for Centura's asset/liability management including managing
Centura's investment portfolio.
Business lines which do not fall within the two categories mentioned above
are classified as "other." They include the asset management division, leasing
activities, Centura Securities, Inc., Centura Insurance Services, Inc. and FGHE.
Centura's asset management division provides trust and fiduciary services as
well as retirement plan design and administration. Centura's leasing division
offers a broad range of lease products including automobile, equipment, and
recreational vehicle leases. Centura Securities, Inc. offers a competitive line
of brokerage services. Centura Insurance Services, Inc. offers various insurance
products to commercial and consumer customers. FGHE is a mortgage and finance
company specializing in alternative equity lending for homeowners whose
borrowing needs are generally not met by traditional financial institutions.
Competition
The financial services industry is highly competitive. Centura, through the
Bank and its subsidiaries, competes for all types of loans, deposits, and
financial services with other bank and non-bank institutions. Since the amount
of money a state bank may lend to a single borrower, or to a group of related
borrowers, is limited to a percentage of the bank's shareholders' equity,
competitors larger than Centura will have higher lending limits than does the
Bank. Based on total deposit share as of December 31, 2000, Centura was the
fifth largest bank in North Carolina.
Centura also competes with out-of-state banks and bank holding companies
serving North Carolina, various savings and loan associations, money market and
other mutual funds, brokerage houses, and various other financial institutions.
Additionally, Centura competes with insurance companies, leasing companies,
regulated small loan companies, credit unions, governmental agencies, and
commercial entities offering financial services products.
Supervision and Regulation
The following discussion is a brief description of certain laws which
relate to the regulation and supervision of Centura and its banking and non-
banking subsidiaries. The description does not purport to be complete and is
qualified in its entirety by reference to the applicable laws and regulations.
General
Centura is a bank holding company registered with the Federal Reserve. As
such, Centura and its non-bank subsidiaries are subject to the supervision,
examination, and reporting requirements of the BHC Act and the regulations of
the Federal Reserve. Centura Bank is a North Carolina chartered banking
corporation and a Federal Reserve member bank, with deposits insured by the
FDIC's insurance funds: the BIF and the SAIF. The Bank is subject to extensive
regulation and examination by the office of the North Carolina Commissioner of
Banks (the "NC Commissioner") under the direction and supervision of the North
Carolina State Banking Commission (the "NC Banking Commission") and by the FDIC,
which insures its deposits to the maximum extent permitted by law.
The federal and state laws and regulations applicable to banks regulate,
among other things, the scope of their business, their investments, the reserves
required to be kept against deposits, the timing of the availability of
deposited funds and the nature and amount of and collateral for certain loans.
The laws and regulations governing the Bank generally have been promulgated to
protect depositors and not for the purpose of protecting shareholders. This
regulatory structure also gives the federal and state banking agencies extensive
discretion in connection with their supervisory and enforcement activities and
examination policies, including policies with respect to the classification of
assets and the establishment of adequate loan loss reserves for regulatory
purposes. Any change in such regulation, whether by the NC Banking Commission,
the Federal Reserve, the FDIC or the United States Congress, could have a
material impact on Centura, the Bank and their operations.
The following discussion summarizes the regulatory framework applicable to
banks and bank holding companies and provides certain specific information
related to Centura.
4
Regulation of Bank Holding Companies
Bank holding companies are required to obtain the prior approval of the
Federal Reserve before they may:
. acquire direct or indirect ownership or control of more than 5 percent
of the voting shares of any bank or bank holding company;
. acquire all or substantially all of the assets of any bank or bank
holding company; or
. merge or consolidate with any other bank holding company.
The Federal Reserve generally may not approve any transaction that would
result in a monopoly or that would further a combination or conspiracy to
monopolize (or attempt to monopolize) banking in the United States. Nor can the
Federal Reserve approve a transaction that would substantially lessen
competition in any section of the country, that would tend to create a monopoly
or otherwise restrain trade unless it determines that the probable effects of
the transaction in meeting the convenience and needs of the community served
clearly outweigh in the public interest the anticompetitive effects of the
proposed transaction. The Federal Reserve is also required to consider the
financial and managerial resources and future prospects of the bank holding
companies and banks concerned, as well as the convenience and needs of the
community to be served. Consideration of financial resources generally focuses
on capital adequacy (and levels of indebtedness), which is discussed below, and
consideration of convenience and needs includes the parties' performance under
the Community Reinvestment Act of 1977 ("CRA").
In addition, the BHC Act prohibits a bank holding company that does not
qualify as a financial holding company under the Gramm-Leach-Bliley Financial
Services Modernization Act of 1999 ("GLBA"), as more fully discussed below,
from:
. engaging in activities other than banking, managing, or controlling
banks or other permissible subsidiaries; and
. acquiring or retaining direct or indirect control of any company
engaged in any activities other than those activities determined by the
Federal Reserve to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto.
There are no territorial limitations on permissible non-banking activities
of bank holding companies. Despite prior approval, the Federal Reserve has the
power to order a holding company or its subsidiaries to terminate any activity
or to terminate its ownership or control of any subsidiary when it has
reasonable cause to believe that a serious risk to the financial safety,
soundness, or stability of any bank subsidiary of that bank holding company may
result from such activity.
The Federal Reserve also supervises Centura Bank, in connection with which
it regularly examines the operations of the Bank. The Federal Reserve has the
authority to approve or disapprove mergers, consolidations, the establishment of
branches, and similar corporate actions. Federal and state banking regulators
also have the power to prevent the continuance or development of unsafe or
unsound banking practices or other violations of law.
The Bank's deposits are insured by the FDIC to the extent provided by law.
The Bank must pay the quarterly assessment the FDIC imposes on such banks. See
the "FDIC Insurance Assessments" section. Under the Federal Deposit Insurance
Act ("FDIA"), depository institutions are liable to the FDIC for losses suffered
or anticipated by the FDIC in connection with the default of a commonly
controlled depository institution or any assistance provided by the FDIC to such
an institution in danger of default. The Bank is also subject to numerous state
and federal statutes and regulations that affect its business, activities, and
operations, and is supervised and examined by one or more state or federal bank
regulatory agencies.
Financial Services Modernization Legislation
The GLBA, which was enacted in November 1999 and most provisions of which
became effective in March 2000, permits greater affiliation among banks,
securities firms, insurance companies, and other companies under a new type of
financial services company known as a "financial holding company." A financial
holding company essentially is a bank holding company with significantly
expanded powers. Financial holding companies are authorized by statute to
engage in a number of financial activities previously impermissible or subject
to regulatory limitations for bank holding companies, including securities
underwriting; dealing and market making; sponsoring mutual funds and investment
companies; insurance underwriting and agency; and merchant banking activities.
The GLBA also permits the Federal Reserve and the Treasury Department to
authorize additional activities for financial holding companies if they are
"financial in nature" or "incidental" or "complimentary to" financial
activities. A bank holding company may become a financial holding company if
each of its subsidiary banks is well-capitalized, well managed, and has at least
a "satisfactory" CRA rating. A financial holding company must provide notice to
the Federal Reserve within 30 days after commencing activities previously
determined by statute or by the Federal Reserve and Department of the Treasury
to be permissible.
5
Centura has not elected to become a financial holding company. Centura
believes that the GLBA will not have a material adverse effect on its operations
in the near-term. However, to the extent that it permits banks, securities firms
and insurance companies to affiliate, the financial services industry may
experience further consolidation. This could result in a growing number of
larger financial institutions that offer a wider variety of financial services
than Centura currently offers and that can aggressively compete in the markets
that Centura currently serves.
Capital Adequacy
Centura is required to comply with the minimum capital adequacy standards
established by the Federal Reserve. There are two basic measures of capital
adequacy for bank holding companies and the depository institutions that they
own: a risk-based measure and a leverage measure. All applicable capital
standards must be satisfied for a bank holding company to be considered in
compliance.
The risk-based capital standards are designed to make regulatory capital
requirements more sensitive to differences in risk profile among depository
institutions and bank holding companies, to account for off-balance sheet
exposure, and to minimize disincentives for holding liquid assets. Assets and
off-balance sheet items are assigned to broad risk categories, each with
appropriate weights based on relative risks. The resulting capital ratios
represent capital as a percentage of total risk-weighted assets and off-balance
sheet items. The minimum guideline for the ratio of total capital to risk-
weighted assets, including certain off-balance sheet items such as standby
letters of credit ("total capital ratio") is 8.0 percent. At least half of total
capital, known as "tier 1capital," must be composed of common equity, undivided
profits, minority interests in the equity accounts of consolidated subsidiaries,
noncumulative perpetual preferred stock, and a limited amount of cumulative
perpetual preferred stock, less goodwill and certain other intangible assets.
The minimum guideline for the ratio of tier 1 capital to total capital is 4.0
percent. The remainder, "tier 2 capital," may consist of subordinated debt,
other preferred stock, a limited amount of loan loss reserves, and unrealized
gains on equity securities subject to limitations. At December 31, 2000, Centura
and the Bank were in compliance with the total capital ratio and the tier 1
capital ratio requirements. Note 20 of the Notes to Consolidated Financial
Statements presents Centura's and the Bank's capital ratios.
The leverage ratio guidelines provide for a 3.0 percent minimum ratio of
tier 1 capital to average assets, less goodwill and certain other intangible
assets ("tier 1 leverage ratio") for bank holding companies that meet certain
specified criteria, including having the highest regulatory rating. All other
bank holding companies generally are required to maintain a minimum tier 1
leverage ratio of 3.0 percent, plus an additional cushion of 100 to 200 basis
points. Centura was in compliance with the minimum tier 1 leverage ratio
requirement as of December 31, 2000. The guidelines also provide that bank
holding companies experiencing growth, either internally or through
acquisitions, will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. The Federal Reserve will consider a "tangible tier 1
leverage ratio" (deducting all intangibles from tier 1 capital and average
assets) and other indicia of capital strength in evaluating proposals for
expansion or new activities.
The Bank is also subject to risk-based and leverage capital requirements
adopted by the Federal Reserve. These requirements are similar to those adopted
by the Federal Reserve for bank holding companies as discussed above. The Bank
was in compliance with these minimum capital requirements as of December 31,
2000. No federal banking agency has advised Centura or the Bank of any specific
minimum capital ratio requirement applicable to it.
A bank that fails to meet its capital guidelines may be subject to a
variety of enforcement remedies and certain other restrictions on its business.
Remedies could include the issuance of a capital directive, the termination of
deposit insurance by the FDIC, and a prohibition on the taking of brokered
deposits. As described below, substantial additional restrictions can be imposed
upon FDIC-insured depository institutions that fail to meet their capital
requirements. See "Prompt Corrective Action."
Support of Subsidiary Bank
Under Federal Reserve policy, Centura is expected to act as a source of
financial strength for, and commit its resources to support, Centura Bank. This
support may be required at times when Centura may not be inclined to provide it.
In addition, any capital loans by a bank holding company to any of its bank
subsidiaries are subordinate to the payment of deposits and to certain other
indebtedness. In the event of a bank holding company's bankruptcy, any
commitment by the bank holding company to a federal bank regulatory agency to
maintain the capital of a bank subsidiary will be assumed by the bankruptcy
trustee and entitled to a priority of payment.
6
Payment of Dividends
Centura is a legal entity separate and distinct from its banking and other
subsidiaries. The principal sources of cash flow for Centura, including cash
flow to pay dividends to its shareholders, are dividends from its subsidiary
depository institution. There are statutory and regulatory limitations on the
payment of dividends by the subsidiary depository institution to Centura, as
well as by Centura to its shareholders.
As to the payment of dividends, Centura Bank is subject to the laws and
regulations of the State of North Carolina, and to the regulations of the
Federal Reserve as Centura Bank's primary federal regulator. If the Federal
Reserve determines that a depository institution under its jurisdiction is
engaged in or is about to engage in an unsafe or unsound practice, the regulator
may require, after notice and hearing, that the institution cease and desist
from such practice. Depending on the financial condition of the depository
institution, an unsafe or unsound practice could include the payment of
dividends. The federal banking agencies have indicated that paying dividends
that deplete a depository institution's capital base to an inadequate level
would be an unsafe and unsound banking practice. Under the Federal Deposit
Insurance Corporation Improvement Act of 1991 ("FDICIA"), a depository
institution may not pay any dividend if payment would cause it to become
undercapitalized or if it already is undercapitalized. The federal agencies have
also issued policy statements that provide that bank holding companies and
insured banks should generally only pay dividends out of current operating
earnings.
At December 31, 2000, under dividend restrictions imposed by federal and
state laws, Centura Bank, without obtaining governmental approvals, could
declare aggregate dividends to Centura of approximately $81.3 million.
The payment of dividends by Centura and its bank subsidiary may also be
affected or limited by other factors, such as the requirement to maintain
adequate capital above regulatory guidelines.
Community Reinvestment Act
The Bank is subject to the provisions of the CRA. Under the terms of the
CRA, the appropriate federal bank regulatory agency is required, in connection
with its examination of a bank, to assess such bank's record in meeting the
credit needs of the communities served by that bank, including low and moderate
income communities. The regulatory agency's assessment of the bank's record is
made available to the public. Further, such assessment is required of any bank
which has applied to (i) charter a national bank, (ii) obtain deposit insurance
coverage for a newly chartered institution, (iii) establish a new branch office
that will accept deposits, (iv) relocate an office, or (v) merge or consolidate
with, or acquire the assets or assume the liabilities of, a federally regulated
financial institution. In the case of a bank holding company applying for
approval to acquire a bank or other bank holding company, the Federal Reserve
will assess the records of each subsidiary bank of the applicant bank holding
company, and such records may be the basis for denying the application.
Under CRA regulations jointly adopted by all federal bank regulatory
agencies, institutions are rated based on their actual performance in meeting
community credit needs. The evaluation system used to judge an institution's CRA
performance consists of three tests:
. a lending test, to evaluate the institution's record of making loans in its
service areas;
. an investment test, to evaluate the institution's record of investing in
community development projects, affordable housing, and programs benefiting
low or moderate income individuals and businesses; and
. a service test, to evaluate the institution's delivery of services through
its branches, ATMs and other offices.
The joint agency CRA regulations provide that an institution evaluated
under a given test will receive one of five ratings for that test: outstanding,
high satisfactory, low satisfactory, needs to improve, or substantial non-
compliance. The ratings for each test are then combined to produce an overall
composite rating of either outstanding, satisfactory (including both high and
low satisfactory), needs to improve, or substantial non-compliance. In the case
of a retail-oriented institution, its lending test rating would form the basis
for its composite rating. That rating would then be increased by up to two
levels in the case of outstanding or high satisfactory investment performance,
increased by one level in the case of outstanding service, and decreased by one
level in the case of substantial non-compliance in service. An institution found
to have engaged in illegal lending discrimination would be rebuttably presumed
to have a less-than-satisfactory composite CRA rating. The Bank's current CRA
rating is satisfactory.
7
Prompt Corrective Action
FDICIA established a system of prompt corrective action to resolve the
problems of undercapitalized institutions. Under this system, the federal
banking regulators have established five capital categories: well-capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized, and
critically undercapitalized. At December 31, 2000, Centura was well-capitalized.
The federal banking agencies have specified the relevant capital level for each
category. An institution that is categorized as undercapitalized, significantly
undercapitalized, or critically undercapitalized is required to submit an
acceptable capital restoration plan to its appropriate federal banking agency.
In addition, a bank holding company must guarantee that a subsidiary bank meets
its capital restoration plan.
FDIC Insurance Assessments
Pursuant to FDICIA, the FDIC adopted a risk-based assessment system for
insured depository institutions that takes into account the risks attributable
to different categories and concentrations of assets and liabilities. The risk-
based system assigns an institution to one of three capital categories: (i)
well-capitalized, (ii) adequately capitalized, or (iii) undercapitalized. These
three categories are substantially similar to the prompt corrective action
categories, with the "undercapitalized" category including institutions that are
undercapitalized, significantly undercapitalized, and critically
undercapitalized for prompt corrective action purposes. An institution is also
assigned by the FDIC to one of three supervisory subgroups within each capital
group. The supervisory subgroup to which an institution is assigned is based on
an evaluation provided to the FDIC by the institution's primary federal
regulator and information which the FDIC determines to be relevant to the
institution's financial condition and the risk posed to the deposit insurance
funds (which may include, if applicable, information provided by the
institution's state supervisor). An institution's insurance assessment rate is
then determined based on the capital category and supervisory category to which
it is assigned.
Under the final risk-based assessment system there are nine assessment risk
classifications (i.e., combinations of capital groups and supervisory subgroups)
to which different assessment rates are applied. Assessment rates for deposit
insurance currently range from zero basis points to 27 basis points. The capital
and supervisory subgroup to which an institution is assigned by the FDIC is
confidential and may not be disclosed. A bank's rate of deposit insurance
assessments will depend upon the category and subcategory to which the bank is
assigned by the FDIC. Any increase in insurance assessments could have an
adverse effect on the earnings of insured institutions, including Centura Bank.
Under the FDIA, insurance of deposits may be terminated by the FDIC upon a
finding that the institution has engaged in unsafe and unsound practices, is in
an unsafe or unsound condition to continue operations, or has violated any
applicable law, regulation, rule, order, or condition imposed by the FDIC.
Management does not know of any practice, condition, or violation that might
lead to termination of deposit insurance.
Safety and Soundness Standards
The FDIA, as amended by FDICIA and the Riegle Community Development and
Regulatory Improvement Act of 1994, requires the federal bank regulatory
agencies to prescribe standards, by regulations or guidelines, relating to
internal controls, information systems and internal audit systems, loan
documentation, credit underwriting, interest rate risk exposure, asset growth,
asset quality, earnings, stock valuation and compensation, fees and benefits,
and such other operational and managerial standards as the agencies deem
appropriate. The federal bank regulatory agencies have adopted a set of
guidelines prescribing safety and soundness standards pursuant to FDICIA, as
amended. The guidelines establish general standards relating to internal
controls and information systems, internal audit systems, loan documentation,
credit underwriting, interest rate exposure, asset growth and compensation,
fees, and benefits. In general, the guidelines require, among other things,
appropriate systems and practices to identify and manage the risks and exposures
specified in the guidelines. The guidelines prohibit excessive compensation as
an unsafe and unsound practice and describe compensation as excessive when the
amounts paid are unreasonable or disproportionate to the services performed by
an executive officer, employee, director, or principal shareholder.
In addition, the agencies adopted regulations that authorize, but do not
require, an agency to order an institution that has been given notice by an
agency that it is not satisfying any of such safety and soundness standards to
submit a compliance plan. If, after being so notified, an institution fails to
submit an acceptable compliance plan, the agency must issue an order directing
action to correct the deficiency and may issue an order directing other actions
of the types to which an undercapitalized institution is subject under the
prompt corrective action provisions of FDICIA. If an institution fails to comply
with such an order, the agency may seek to enforce such order in judicial
proceedings and to impose civil money penalties.
8
Technology Risk Management
Federal banking regulators have issued various policy statements
emphasizing the importance of technology risk management and supervision in
evaluating the safety and soundness of depository institutions. Banks are
contracting increasingly with outside vendors to provide data processing and
core banking functions. The use of technology-related products, services,
delivery channels, and processes expose a bank to various risks, particularly
operational, privacy, security, strategic, reputation, and compliance risk.
Banks are generally expected to successfully manage technology-related risks
with all other risks to ensure that a bank's risk management is integrated and
comprehensive, primarily through identifying, measuring, monitoring, and
controlling risks associated with the use of technology.
Centura and the Bank are engaged in an active program of risk management
related to technology. Management has adopted, and the Audit Committee of the
Board of Directors has reviewed and approved, an Information Security Policy for
Centura and its subsidiaries, covering (i) information security generally, (ii)
end user computing, (iii) electronic mail, (iv) the Internet, and (v) remote
access to corporate systems. In addition, Centura has retained an independent
auditing firm to audit the information technology systems of Centura on all
platforms, including the security of such systems. Audits have been completed
and have found the systems of control to be acceptable. The audit reports
contained suggested improvements that management has reviewed with the Audit
Committee. Management continues to work on system security as a matter of
priority among corporate goals.
Transactions with Related Parties
Federal laws strictly limit the ability of banks to engage in transactions
with their affiliates, including their bank holding companies. Such transactions
between a subsidiary bank and its parent company or the nonbank subsidiaries of
the bank holding company are limited to 10 percent of a bank subsidiary's
capital and surplus and, with respect to such parent company and all such
nonbank subsidiaries, to an aggregate of 20 percent of the bank subsidiary's
capital and surplus. Further, loans and extensions of credit generally are
required to be secured by eligible collateral in specified amounts. Federal law
also requires that all transactions between a bank and its affiliates be on
terms as favorable to the bank as transactions with non-affiliates.
Federal law also limits a bank's authority to extend credit to its
directors, executive officers and 10 percent shareholders, as well as to
entities controlled by such persons. Among other things, extensions of credit to
insiders are required to be made on terms that are substantially the same as,
and follow credit underwriting procedures that are not less stringent than,
those prevailing for comparable transactions with unaffiliated persons and that
do not involve more than the normal risk of repayment or present other
unfavorable features and may not exceed certain limitations on the amount of
credit extended to such persons, individually and in the aggregate, which limits
are based, in part, on the amount of the bank's capital.
Prohibitions Against Tying Arrangements
Banks are subject to the prohibitions on certain tying arrangements. A
depository institution is prohibited, subject to some exceptions, from extending
credit to or offering any other service, or fixing or varying the consideration
for such extension of credit or service, on the condition that the customer
obtain some additional service from the institution or its affiliates or not
obtain services of a competitor of the institution.
North Carolina Bank Law
In addition to provisions previously discussed herein, the banking law of
North Carolina (the "NC Banking Law") also contains detailed provisions
governing the organization, establishment and location of branches, deposit
insurance requirements, power and duties of banks, limitations on loans,
investment operations, officers and directors and transactions therewith,
business combinations and change of control, as well as other aspects of the
Bank and its affairs. The NC Banking Law delegates extensive rule-making power
and administrative discretion to the NC Banking Commissioner and the NC Banking
Commission so that the supervision and regulation of state chartered banks may
be flexible and readily responsive to changes in economic conditions and in
deposit and lending practices.
The NC Banking Law provides state chartered banks with liberal powers and
authorizes such banks to invest in subsidiary entities that conduct all of the
activities conducted by federal banking entities, subject in each case to the
further requirements of law and regulation by the NC Banking Commissioner. The
FDIA, however, prohibits state chartered banks from making new investments,
loans, or becoming involved in activities as principal and equity investments
which are not permitted for national banks unless (i) the FDIC determines the
activity or investment does not pose a significant risk of loss to the SAIF and
(ii) the bank meets all applicable capital requirements. Accordingly, the
operating authority provided to the Bank by the NC Banking Law is restricted by
the FDIA.
9
Other State and Federal Regulations
The Company is subject to extensive federal consumer privacy legislation
and regulations. The applicable legislative and regulatory requirements
include, among other things, full disclosure of the Company's privacy policy to
consumers, and mandate offering the consumer the ability to "opt out" of having
non-public customer information disclosed to unaffiliated third parties. In
addition, the applicable federal statute and regulations permit the states to
adopt more extensive privacy protections through legislation or regulation.
Numerous other federal and state laws also affect the Company's earnings and
activities including federal and state insurance, securities and consumer
protection laws. Legislation may be enacted or regulation imposed to further
regulate banking and financial services or to limit finance charges or other
fees or charges earned in such activities. There can be no assurance whether
any such legislation or regulation will place additional limitations on the
Company's operations or adversely affect its earnings.
Federal Securities Law
Centura's common stock is registered with the Securities and Exchange
Commission under Section 12(g) of the Securities Exchange Act of 1934, as
amended ("Exchange Act"). Centura is subject to information, proxy solicitation,
insider trading restrictions and other requirements under the Exchange Act.
ITEM 2 PROPERTIES
The main executive offices of Centura and the Bank are located at 134 North
Church Street, Rocky Mount, Nash County, North Carolina. The Bank operates 241
banking centers, of which 212 are located in North Carolina. The Bank also
operates 8 banking centers in South Carolina and 21 in the Hampton Roads region
of Virginia.
ITEM 3 LEGAL PROCEEDINGS
Centura Bank is a co-defendant in two actions (the "Staton Cases") in the
Superior Court of Forsyth County, North Carolina, which were filed in 1996 and
have been consolidated for discovery. The plaintiffs are Philip A.R. Staton,
Ingeborg Staton, Mercedes Staton, and trusts created by Ingeborg Staton and
Mercedes Staton. The plaintiffs allege that Centura Bank breached its duties
and committed other violations of law as depository of approximately $119
million in funds belonging to the plaintiffs, of which approximately $20 million
allegedly cannot be recovered and was allegedly converted by the personal and
financial advisors of the owners of the money. The plaintiffs also allege that
Centura Bank breached its duties and committed other violations of law in
connection with the creation of charitable trusts established with an additional
$18 million of the money, which trust funds remain in the possession of Centura
Bank as trustee. In 1999, Ingeborg Staton, Mercedes Staton and trusts created
by Ingeborg Staton and Mercedes Staton (the "Movants") filed a motion to amend
their complaint in the Staton Cases to add allegations of fraudulent
concealment, violation of the Bank Bribery Act, and negligent supervision of
employees. Centura Bank filed a response opposing the proposed amendments. The
Movants thereupon filed a new action (the "1999 Case") in Forsyth County, North
Carolina Superior Court asserting those claims against Centura Bank, certain of
its named current and former officers and persons described as "one or more John
Does and one or more Jane Does" who are identified in the complaint as current
or former directors of the Bank. Centura Bank has filed a motion to dismiss the
1999 Case. Plaintiffs seek compensatory, punitive or treble damages.
In a separate and related case, also instituted in 1996 in the Superior
Court of Forsyth County, North Carolina by Piedmont Institute of Pain Management
and three physicians associated with it (the "PIPM Case"), Centura Bank is
alleged to have provided the plaintiffs with false information regarding the
establishment and funding of a medical clinic by failing to exercise reasonable
care or competence in obtaining such information, and to have committed other
violations of law, which allegedly caused the Piedmont Institute of Pain
Management to lose grant income in an amount of between $900,000 and $2 million
per year for twenty years. Plaintiffs in the PIPM Case seek specific
performance or recovery of money damages.
By consent of the parties, the 1999 Case and the PIPM Case have been
consolidated with the Staton Cases for pretrial purposes.
Centura and Centura Bank believe that Centura Bank has meritorious defenses
to all claims asserted in each of the Staton Cases, the 1999 Case, and the PIPM
Case, and Centura Bank is defending each case vigorously. Specific amounts of
damages sought by the plaintiffs in each of the cases would be material to
Centura and its subsidiaries taken as a whole. However, Centura and Centura
Bank believe that the levels of plaintiffs' alleged damages sought in the cases
from Centura Bank are significantly overstated. Nevertheless, although Centura
and Centura Bank do not believe that the ultimate outcome of the Staton Cases,
the 1999 Case, or the PIPM Case will materially affect their results of
operations or financial condition, no assurance can be given regarding the risk
or range of possible loss, if any, or the impact of any such loss on Centura's
and Centura Bank's results of operations or financial condition.
In addition, various other legal proceedings against Centura and its
subsidiaries have arisen from time to time in the normal course of business.
Management believes liabilities arising from these proceedings, if any, will
have no material adverse effect on the financial position or results of
operations of Centura or its subsidiaries, taken as a whole.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
There has been no submission of matters to a vote of shareholders during
the quarter ended December 31, 2000.
10
PART II
ITEM 5 MARKET FOR CENTURA'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
See pages 7, 24, 28, 53-54, and 62-63 of the Form 10-K for information
regarding the market for Centura's common equity and related shareholder
matters.
ITEM 6 SELECTED FINANCIAL DATA
Table 1
- ------------------------------------------------------------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
- ------------------------------------------------------------------------------------------------------------------------------------
Five-Year
Compounded
2000 1999 1998 1997 1996 Growth Rate
---- ---- ---- ---- ---- -----------
Summary of Operations
(thousands)
Interest income.................................... $894,193 $809,156 $775,046 $701,791 $635,948 9.4%
Interest expense................................... 474,115 390,431 382,325 346,534 311,090 11.1
-------- -------- -------- -------- --------
Net interest income................................ 420,078 418,725 392,721 355,257 324,858 7.7
Provision for loan losses.......................... 31,815 40,828 20,759 18,764 12,261 31.4
Noninterest income................................. 145,720 170,897 157,596 128,155 107,599 10.5
Noninterest expense................................ 379,132 352,323 343,912 302,446 288,315 8.8
Income taxes....................................... 56,096 66,134 63,474 55,515 48,365 5.2
-------- -------- -------- -------- --------
Net income......................................... $ 98,755 $130,337 $122,172 $106,687 $ 83,516 4.7%
======== ======== ======== ======== ========
Net interest income, taxable equivalent............ $430,031 $431,063 $403,965 $365,775 $332,685 7.8%
Cash dividends paid*............................... 53,189 34,980 31,322 28,349 24,796 22.2
Per Common Share
Net income--basic.................................. $ 2.49 $ 3.28 $ 3.10 $ 2.76 $ 2.19 4.0%
Net income--diluted................................ 2.47 3.23 3.03 2.70 2.14 4.2
Cash dividends*.................................... 1.34 1.25 1.14 1.06 1.00 9.5
Book value......................................... 24.26 21.77 21.17 18.97 17.08 8.7
Selected Average Balances
(millions)
Assets............................................. $ 11,272 $ 11,039 $ 10,195 $ 8,967 $ 8,102 9.6%
Earning assets..................................... 10,340 10,125 9,338 8,288 7,508 9.3
Loans, gross....................................... 7,606 7,259 6,600 5,892 5,340 9.7
Investment securities, net......................... 2,621 2,719 2,580 2,295 2,059 8.9
Core deposits...................................... 6,886 6,919 6,771 6,208 5,696 6.2
Total deposits..................................... 7,660 7,748 7,481 6,749 6,239 6.4
Shareholders' equity............................... 890 864 799 698 625 8.9
Selected Year-End Balances
(millions)
Assets............................................. $ 11,482 $ 11,387 $ 10,919 $ 9,757 $ 8,499 7.9%
Earning assets..................................... 10,456 10,439 9,982 8,926 7,776 7.8
Loans, gross....................................... 7,672 7,442 7,056 6,279 5,518 8.4
Investment securities, net......................... 2,705 2,842 2,724 2,506 2,145 7.0
Long-term debt..................................... 1,085 904 758 518 457 25.6
Core deposits...................................... 7,003 7,019 6,976 6,692 6,009 5.1
Total deposits..................................... 7,707 7,897 7,702 7,328 6,506 4.9
Shareholders' equity............................... 956 860 839 735 652 9.4
Selected Ratios
Return on average assets........................... 0.88% 1.18% 1.20% 1.19% 1.03%
Return on average equity........................... 11.10 15.09 15.28 15.28 13.35
Average equity to average assets................... 7.89 7.83 7.84 7.78 7.72
Dividend payout ratio*............................. 39.76 32.81 31.67 33.65 36.23
* amounts presented have not been restated for mergers accounted for under the
pooling-of-interests method.
11
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
A number of the statements in this Form 10-K concerning Centura Banks, Inc.
("Centura" or the "Company") and its wholly-owned subsidiaries, Centura Bank
(the "Bank"), Centura Capital Trust I ("CCTI"), Triangle Capital Trust ("TCT")
and NCS Mortgage Lending Company ("NCS"), are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995,
including statements regarding Centura's plans, goals, objectives, expectations,
projections, estimates, and intentions. One can identify these forward-looking
statements by the use of words such as "expects," "plans," "believes," "will,"
"estimates," "intends," "projects," "goals," and other words of similar meaning.
One can identify them by the fact that they do not relate strictly to historical
or current facts. These forward-looking statements involve significant risks and
uncertainties and are subject to change based on various factors, many of which
are beyond Centura's control. Factors that might cause such a difference
include, but are not limited to (i) customer and deposit attrition, or loss of
revenue, following completed mergers may be greater than expected; (ii)
competitive pressure in the banking industry may increase significantly; (iii)
changes in the interest rate environment may reduce margins; (iv) general
economic conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, credit quality deterioration and the
possible impairment of collectibility of loans; (v) the impact of changes in
monetary and fiscal policies, laws, rules and regulations; (vi) the impact of
the Gramm-Leach-Bliley Act of 1999; (vii) changes in business conditions and
inflation; (viii) the impact to revenue and expenses in the event that announced
mergers do not consummate as anticipated; and (ix) other risks and factors
identified in Centura's filings with the Securities and Exchange Commission and
other regulatory bodies.
Centura cautions that the foregoing list of important factors is not
exclusive. Additional information with respect to factors that may cause actual
results to differ materially from those contemplated by such forward-looking
statements is included in Centura's current and subsequent filings with the
Securities and Exchange Commission. Centura does not undertake to update any
forward-looking statement that may be made from time to time by or on behalf of
Centura.
The following discussion and analysis is presented to assist in the
understanding and evaluation of the financial condition and results of
operations of Centura. It should be read in conjunction with the audited
consolidated financial statements and footnotes presented on pages 31-63 and the
supplemental financial data appearing throughout this report. Centura is a bank
holding company operating principally in North Carolina, South Carolina, and
Virginia. Note 1 of the Notes to Consolidated Financial Statements discusses its
wholly-owned subsidiaries, Centura Bank, CCTI, TCT and NCS.
Percentage and variance calculations contained herein have been calculated
based upon actual, not rounded, results.
SEGMENT INFORMATION
Centura has two reportable segments: retail banking and treasury. These
segments represent business units that are managed separately. Each segment
requires specific industry knowledge and the products and services offered
differ to meet the various financial needs of Centura's customers.
The retail banking segment includes commercial loans, retail loans, retail
lines of credit, credit cards, transaction deposits, time deposits, master notes
and repurchase agreements, and mortgage servicing and origination. The retail
bank offers a wide array of products to individuals, small businesses, and
commercial customers. These products are primarily offered through Centura's 241
banking centers and are also offered through the Centura Highway. Treasury is
responsible for Centura's asset/liability management activities including
managing Centura's investment portfolio.
Business lines which do not fall within the two categories mentioned above
are classified as "other." They include the asset management division, leasing
activities, Centura Securities, Inc., Centura Insurance Services, Inc. and FGHE.
Centura's asset management division provides trust and fiduciary services as
well as retirement plan design and administration. Centura's leasing division
offers a broad range of lease products including automobile, equipment, and
recreational vehicle leases. Centura Securities, Inc. offers a competitive line
of brokerage services. Centura Insurance Services, Inc. offers various insurance
products to commercial and consumer customers. FGHE is a mortgage and finance
company specializing in alternative equity lending for homeowners whose
borrowing needs are generally not met by traditional financial institutions.
Centura has a 49 percent ownership interest in FGHE, which is accounted for
under the equity method.
12
To assess the performance of its segments, management utilizes an internal
business unit profitability report whose data is derived from an internal
profitability measurement system. This report is compiled using information that
reflects the underlying economics for the business segments, therefore,
information reported may not be consistent with financial statements prepared in
accordance with generally accepted accounting principles ("GAAP"). The
accounting policies for the business unit profitability reports differ from
those described in the Summary of Significant Accounting Policies (see Note 1 in
the Notes to Consolidated Financial Statements) in that certain items are
accounted for on a cash basis rather than an accrual basis and certain
management allocations have been made for overhead expenses, transfer pricing
and capital. Additionally, consideration is not given to amortization of
intangible assets. These adjustments have been eliminated to arrive at the
consolidated totals prepared in accordance with GAAP.
SUMMARY
For the year ended December 31, 2000, Centura reported net income of $134.6
million, or $3.37 per diluted share, excluding $50.7 million of pre-tax, merger-
related and other significant charges, the majority of which were associated
with the acquisition of Triangle Bancorp, Inc. ("Triangle"). Included in merger-
related and other significant charges were $1.7 million of fixed asset write-
offs resulting from the unexpected Hannaford in-store closings. Net income for
the year ended December 31, 1999 was $135.9 million, or $3.37 per diluted share,
excluding $8.4 million of pre-tax, merger-related items associated with the
acquisition of First Coastal Bankshares, Inc. ("First Coastal"). Including
merger-related and other significant charges, net income was $98.8 million, or
$2.47 per diluted share for the year ended December 31, 2000 as compared with
net income of $130.3 million or $3.23 per diluted share for the year ended
December 31, 1999. Other items of significance occurring as of and for the year
ended December 31, 2000 are highlighted below:
. During 2000, Centura successfully combined with Triangle, a Raleigh, North
Carolina based bank holding company. The merger was consummated on February
18, 2000, significantly expanding Centura's market share in key
metropolitan areas throughout North Carolina.
. Centura performed two restructurings of its investment portfolio during
2000. In the second quarter of 2000, Centura incurred losses of $22.1
million related to the restructuring of Triangle's investment portfolio,
undertaken to conform the interest rate risk position of the Triangle
investment portfolio to the overall risk position of Centura. During the
third quarter of 2000, Centura restructured portions of its own investment
portfolio, taking advantage of the current interest rate environment to
replace lower yielding securities. Realized losses from this second
restructuring were $13.1 million.
. During the third quarter of 2000, Centura completed the sale of $2.1
billion of its mortgage servicing portfolio, which resulted in a net gain
of approximately $13.1 million. Management expects that the sale of the
servicing rights, coupled with the investment portfolio restructuring
mentioned above, will have little impact on earnings while at the same time
reduce the risk to income that arises with impairment charges resulting
from mortgage prepayments.
. Total loans were $7.7 billion and $7.4 billion at December 31, 2000 and
December 31, 1999, respectively. The loan portfolio grew despite the sale
of approximately $107 million in loans which were included in a
securitization transaction by Centura's affiliate FGHE, and the required
divestiture approximately $74.5 million in loans, divested in response to
regulatory requirements associated with the Triangle merger. The loan
balance as of December 31, 2000 also reflects the acquisition of $5.9
million in loans from Wachovia. Total deposits were $7.7 billion and $7.9
billion at December 31, 2000 and December 31, 1999, respectively. Due to
regulatory requirements associated with the Triangle merger, Centura
divested approximately $307 million in deposits. These divestitures,
partially offset by the deposits acquired from Wachovia, contributed to the
$168.2 million net decrease in the deposit balance.
. The allowance for loan losses ended 2000 at $104.3 million, representing
1.36 percent of outstanding loans compared to $95.5 million, or 1.28
percent of outstanding loans at year-end 1999. Net charge-offs were $22.7
million or 0.30 percent of average loans for the year ended December 31,
2000. Excluding the impact of the $11.8 million Pluma charge-off, net
charge-offs were $25.5 million or 0.35 percent of average loans for 1999.
Net charge-offs for 1999, reflecting the Pluma charge-off, were $37.3
million or 0.51 percent of average loans. Refer to the "Asset Quality and
Allowance for Loan Losses" section for information concerning Pluma.
Much of the financial discussion that follows refers to the impact of
Centura's merger and acquisition activity. The following table provides a
summary of merger and acquisition activity for the three-year period ended
December 31, 2000. These transactions allowed Centura to significantly expand
its market share in key metropolitan areas throughout North Carolina as well as
expand into adjacent and complementary markets in South Carolina and Virginia.
13
Table 2
- -------------------------------------------------------------------------------------------------------------------------------
MERGERS AND ACQUISITIONS
- -------------------------------------------------------------------------------------------------------------------------------
Acquisition Date Total Assets
---------------- ------------
Acquired
--------
(millions)
Acquisitions Accounted For As Purchases:
NCS Mortgage Services, LLC, Atlanta, GA.................................................... 3/24/00 $ 1
Wachovia Bank ("Wachovia"), deposit assumption............................................. 9/21/00 6
Capital Advisors........................................................................... 1/07/99 $ 1
Scotland Bancorp, Inc. ("Scotland"), Laurinburg, NC........................................ 2/05/99 57
Moore & Johnson, Inc. ("M & J"), insurance agency.......................................... 1/30/98 $ 3
NBC Bank, FSB ("NBC"), deposit assumption.................................................. 7/24/98 17
Clyde Savings Bank, A Division of the Hometown Bank ("Clyde"), deposit assumption.......... 10/15/98 6
Mergers Accounted For As Pooling-of-Interests:
Triangle Bancorp, Inc. ("Triangle"), Raleigh, NC........................................... 2/18/00 $2,317
First Coastal Bankshares, Inc. ("First Coastal"), Virginia Beach, VA....................... 3/26/99 $ 527
Pee Dee Bankshares, Inc. ("Pee Dee"), Timmonsville, SC..................................... 3/27/98 $ 138
Guaranty State Bancorp ("Guaranty"), Durham, NC............................................ 4/16/98 103
United Federal Savings Bank ("United"), Rocky Mount, NC.................................... 9/17/98 302
For combinations accounted for under the pooling-of-interests method, all
financial data previously reported prior to the dates of merger have been
restated as though the entities had been combined for all the periods presented,
with the exception of the Pee Dee transaction. Although the transaction was
accounted for as a pooling-of-interests, the merger with Pee Dee was not
material and accordingly, prior period financial statements have not been
restated. For acquisitions accounted for under the purchase method, the
financial position and results of operations of each entity were not included in
the consolidated financial statements until the consummation date of the
transaction.
On September 21, 2000, Centura purchased four branches from Wachovia,
enhancing Centura's presence in western North Carolina, a vibrant tourist and
resort market. Centura assumed approximately $5.9 million in loans and $138.3
million in deposits. Goodwill and core deposit premiums of approximately $21.5
million were recorded as a result of the acquisition.
On March 24, 2000, Centura acquired the loan origination operations of NCS
Mortgage Services, LLC based in Atlanta, Georgia. Assets acquired with the
acquisition totaled approximately $1.0 million and approximately $1.1 million of
goodwill was recorded. The business activities are being conducted within a
subsidiary of Centura, NCS Mortgage Lending Company ("NCS"). NCS specializes in
the origination of non-conforming mortgages through independent mortgage brokers
and sells the production in the secondary market or to FGHE, an affiliate of
Centura.
On February 18, 2000, Centura merged with Triangle, a Raleigh, North
Carolina based bank holding company in a transaction accounted for as a pooling-
of-interests. Centura issued approximately 11.4 million shares to effect the
combination. Each Triangle shareholder received 0.45 shares of Centura common
stock in exchange for each Triangle share. Triangle had assets of approximately
$2.3 billion and operated 71 locations throughout North Carolina. In connection
with the merger, Centura incurred merger-related and other significant charges
of $49.0 million, before tax, of which $22.1 million were securities losses
incurred as a result of restructuring Triangle's investment portfolio.
Historical financial information presented in this report has been restated to
include the accounts and results of operations of Triangle.
The following table summarizes activity for merger-related charges for the
year ended December 31, 2000 related to the first quarter 2000 merger with
Triangle and the first quarter 1999 merger with First Coastal:
- -------------------------------------------------------------------------------------------------------------------------------
Initial Liability Liability Amount
Accrued Balance Accrued Utilized in Remaining
Liability 12/31/99 in 2000* 2000 Balance
- -------------------------------------------------------------------------------------------------------------------------------
(thousands)
Severance, change in control and other employee-related $ 770 $424 $ 7,582 $ 7,375 $ 631
costs......................................................
Write-off of unrealizable assets............................ 1,259 200 634 834 -
Non-employee related contract terminations.................. 2,071 317 1,483 1,066 734
Professional costs.......................................... 1,683 - 10,122 10,122 -
Other merger-related expenses............................... 1,075 - 7,022 6,187 835
- ------------------------------------------------------------------------------------------------------------------------------
Merger-related expenses..................................... $6,858 $941 $26,843 $25,584 $2,200
===============================================================================================================================
* Does not include $1.7 million for fixed asset write-offs incurred as a result
of the unexpected Hannaford in-store closings.
14
INTEREST-EARNING ASSETS
Interest-earning assets consist primarily of loans and investment
securities. These assets are subject to credit risk and interest rate risk,
which are discussed in detail in the "Asset Quality and Allowance for Loan
Losses," "Market Risk," and "Asset/Liability and Interest Rate Risk Management"
sections. During 2000, average interest-earning assets were $10.3 billion
compared with $10.1 billion averaged during 1999, an increase of $215.4 million
or 2.1 percent.
Loans
Loans represent the largest component of interest-earning assets for
Centura. Centura's loan and lease portfolio (collectively referred to as
"loans") grew $229.5 million over 1999 to total $7.7 billion at year-end 2000.
The loan portfolio grew despite the sale of approximately $107 million in loans
which were included in a securitization transaction by Centura's affiliate FGHE,
and the required divestiture of approximately $74.5 million in loans, divested
in response to regulatory requirements associated with the Triangle merger. The
loan balance as of December 31, 2000 also reflects the acquisition of $5.9
million in loans from Wachovia.
Commercial loans (commercial mortgage, commercial, industrial and
agricultural, and real estate construction) comprise the largest portion of the
loan portfolio, totaling $4.6 billion and representing 60.5 percent of total
loans at December 31, 2000, up from 58.4 percent at December 31, 1999. Consumer
loans, consisting of equity lines, residential mortgages, installment loans, and
other credit line loans, declined $16.2 million to total $2.8 billion at
December 31, 2000. This decline was primarily due to the sale of portions of
Centura's residential mortgage portfolio to FGHE, as mentioned above. The
consumer loan portfolio represented 36.3 percent and 37.7 percent of total
outstanding loans at December 31, 2000 and December 31, 1999, respectively while
the leasing portfolio represented 3.3 percent and 3.9 percent at December 31,
2000 and December 31, 1999, respectively. Refer to Table 3 for a summary of
loans outstanding and mix percentages.
On average, loans grew $347.2 million or 4.8 percent over 1999, averaging
$7.6 billion for 2000. Average loans as a percent of average-interest earning
assets increased were 73.6 percent at December 31, 2000 compared with 71.7
percent for the prior year. Excluding loans divested as a result of the Triangle
merger, average loans grew approximately $457 million or 6 percent year over
year.
For the year ended December 31, 2000, loans generated taxable equivalent
interest income, including fee income, of $710.7 million, an improvement of 12.0
percent over the prior year. Without the taxable equivalent adjustment, interest
income earned on loans increased $76.1 million to $709.3 million. Interest
income earned on loans is dependent on interest rates, credit spreads, and
product mix. As shown in Table 7, "Net Interest Income Analysis and Volume/Rate
Variance-Taxable Equivalent Basis," volume increases generated additional
interest income on loans of $31.2 million while rate increases added $44.7
million. The average loan yield during 2000 climbed 59 basis points from 1999 to
yield 9.34 percent, partially the result of a rising interest rate environment
during the first part of 2000.
Inherent in lending is the risk of loss due to the failure of a borrower to
repay amounts due. To minimize this risk, approximately 92.5 percent of the
commercial loan portfolio outstanding at December 31, 2000 was secured. Centura,
by preference, is a secured lender. Unsecured commercial loans are generally
seasonal in nature (to be repaid in one year or less) and, like secured loans,
are supported by current financial statements and cash flow analyses. Commercial
loans secured by commercial real estate are supported by appraisals prepared by
independent appraisers approved by the Bank in accordance with regulatory
guidelines and by current financial statements, cash flow analyses, and such
other information deemed necessary by the Bank to evaluate each proposed
advance. All loans of $500,000 or more require complete and thorough financial
and nonfinancial analyses, including in-depth credit memos and ratio analyses.
In some cases, borrowers are visited at their places of business and most
collateral is inspected by a lending officer. Systematic independent credit
reviews ensure proper monitoring of post-closing compliance. Weaknesses in
credit and non-compliance with terms, conditions, and loan agreements are
promptly reported to the credit review area and investigated.
In connection with commercial lending activities, Centura had $165.0
million of standby letters of credit outstanding at December 31, 2000 compared
to $192.4 million at December 31, 1999. These letters of credit are subject to
the same credit approval and monitoring process as commercial loans.
The Bank extends credit principally to customers in its market areas of
North Carolina, South Carolina, and the Hampton Roads region of Virginia.
Centura utilizes a standard credit scoring system to assess borrower risk when
extending credit on consumer loans. Although not a significant part of Centura's
lending activities, foreign credit is extended on a case-by-case basis and is
subject to the same credit and approval process as other commercial loans
including an assessment of country risk. The loan portfolio is reviewed on an
on-going basis to maintain diversification by industry, geography, type of loan,
collateral, and borrower.
Loans and other assets which were not performing in accordance with their
original terms and past due loans are discussed under the section "Asset Quality
and Allowance for Loan Losses."
15
Table 3
- ------------------------------------------------------------------------------------------------------------------------------------
TYPES OF LOANS
- ------------------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
---- ---- ---- ---- ----
(dollars in thousands)
% of % of % of % of % of
---- ---- ---- ---- ----
Amount Total Amount Total Amount Total Amount Total Amount Total
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Commercial, financial, and
agricultural................... $2,067,962 27.0% $1,759,546 23.6% $1,345,458 19.1% $1,103,858 17.5% $ 963,989 16.8%
Consumer........................ 571,375 7.4 587,590 7.9 563,009 8.0 469,302 6.9 396,587 6.5
Real estate - mortgage(1)....... 3,646,786 47.5 3,768,756 50.6 3,663,461 51.9 3,367,386 52.4 2,996,701 53.7
Real estate - construction and
land development............... 1,025,597 13.4 942,719 12.7 930,399 13.2 786,440 12.5 671,031 12.3
Leases.......................... 254,858 3.3 292,672 3.9 462,154 6.5 483,763 9.4 420,240 9.3
Other........................... 105,113 1.4 90,955 1.3 91,358 1.3 68,125 1.3 69,126 1.4
---------- ----- ---------- ----- ---------- ----- ---------- ----- ---------- -----
Total loans..................... $7,671,691 100.0% $7,442,238 100.0% $7,055,839 100.0% $6,278,874 100.0% $5,517,674 100.0%
========== ===== ========== ===== ========== ===== ========== ===== ========== =====
______________________
(1) Real estate--mortgage represents loans secured by real estate, which
includes loans secured by multifamily residential property, residential
mortgage loans, loans secured by farmland, and loans secured by other
commercial property.
Table 4
- ------------------------------------------------------------------------------------------------------------------------------------
MATURITY SCHEDULE OF SELECTED LOANS
- ------------------------------------------------------------------------------------------------------------------------------------
As of December 31, 2000
-----------------------
One Year or One Through Over Five Years
Less Five Years Total
---------------------------------------------------------------------
(thousands)
Commercial, financial, and agricultural:
Fixed interest rates................................ $ 340,358 $ 282,637 $ 78,362 $ 701,357
Floating interest rates............................. 717,360 556,879 92,366 1,366,605
---------- ---------- ---------- ----------
Total............................................... $1,057,718 $ 839,516 $ 170,728 $2,067,962
========== ========== ========== ==========
Real estate -- construction and land development:
Fixed interest rates................................ $ 68,694 $ 70,643 $ 13,138 $ 152,475
Floating interest rates............................. 478,847 364,316 29,959 873,122
---------- ---------- ---------- ----------
Total............................................... $ 547,541 $ 434,959 $ 43,097 $1,025,597
========== ========== ========== ==========
Investment Securities
The investment portfolio, comprised primarily of mortgage-backed
securities, agencies and treasuries, ended 2000 at $2.7 billion, a decline of
$137.0 million or 4.8 percent from the 1999 year ended $2.8 billion portfolio.
For 2000, the investment portfolio averaged $2.6 billion, down 3.6 percent from
1999's average. The reduction in the investment portfolio between periods was
part of a year-long balance sheet optimization process which reduced Centura's
funding needs and positively impacted the net interest margin. Investment
securities as a percentage of average interest-earning assets were 25.4 percent
and 26.9 percent at December 31, 2000 and 1999, respectively. Refer to Note 4 of
the Notes to Consolidated Financial Statements for a summary of investment
securities.
The investment portfolio consists primarily of securities for which an
active market exists. Centura's policy is to invest primarily in securities of
the U.S. Government and its agencies and in other high grade, fixed income
securities. At the end of 2000, substantially all securities in Centura's
investment portfolio consisted of these types of securities. The effective
duration of the investment portfolio at December 31, 2000 was 2.8 years compared
with 3.1 years at year-end 1999. Table 5 summarizes the investment portfolio by
contractual maturity date with original contractual lives that range from one
day to 33 years. Mortgage-backed and asset-backed securities, by nature,
typically have lives that are shorter than their contractual life due to
volatility in the monthly returns of principal.
16
Table 5
- ------------------------------------------------------------------------------------------------------------------------------------
INVESTMENT SECURITIES- MATURITY/YIELD SCHEDULE
- ------------------------------------------------------------------------------------------------------------------------------------
Remaining Maturities as of December 31, 2000
-------------------------------------------------------------------------------------
1 Year of Less 1 to 5 Years 6 to 10 Years Over 10 Years
-------------- ------------ ------------- -------------
Amortized Amortized Amortized Amortized
--------- --------- --------- ---------
Cost Yield Cost Yield Cost Yield Cost Yield
---- ----- ---- ----- ---- ----- ---- -----
(dollars in thousands)
Held to Maturity:
U.S. Treasury.................. $ - -% $ 24,944 6.93% $ - -% $ - -%
U.S. government agencies and - - 3,932 8.47 - - - -
corporations..................
State and municipal............ 2,586 9.76 7,967 8.67 6,539 7.73 2,908 7.75
Other securities............... 617 - - - - - - -
------- -------- -------- ----------
Total held to maturity......... $ 3,203 7.88 $ 36,843 7.47 $ 6,539 7.73 $ 2,908 7.75
======= ======== ======== ==========
Available for Sale:
U.S. Treasury.................. $46,968 6.61% $ 56,257 6.55% $ - -% $ - -%
U.S. government agencies and - - 514,750 7.53 - - - -
corporations..................
State and municipal............ 226 6.82 2,370 9.35 13,173 10.16 249 7.11
Mortgage-backed and - - 32,035 6.44 61,389 6.85 1,143,366 7.06
asset-backed securities.......
Common stock................... - - - - - - - -
Other securities............... 19,793 6.16 29,035 7.90 69,854 6.49 565,908 7.49
------- -------- -------- ----------
Total available for sale....... $66,987 6.48 $634,447 7.41 $144,416 6.98 $1,709,523 7.20
======= ======== ======== ==========
Remaining Maturities as of December 31, 2000
--------------------------------------------
No Maturity Total
----------- -----
Amortized Amortized
--------- ---------
Cost Yield Cost Yield
---- ----- ---- -----
(dollars in thousands)
Held to Maturity:
U.S. Treasury.................. $ - -% $ 24,944 6.93%
U.S. government agencies and - - 3,932 8.47
corporations..................
State and municipal............ - - 20,000 8.37
Other securities............... - - 617 -
------- ----------
Total held to maturity......... $ - - $ 49,493 7.55
======= ==========
Available for Sale:
U.S. Treasury.................. $ - -% $ 103,225 6.57%
U.S. government agencies and - - 514,750 7.53
corporations..................
State and municipal............ - - 16,018 9.95
Mortgage-backed and - - 1,236,790 7.04
asset-backed securities.......
Common stock................... 67,786 6.68 67,786 6.68
Other securities............... - - 684,590 7.37
------- ----------
Total available for sale....... $67,786 6.68 $2,623,159 7.21
======= ==========
Yields are based on amortized cost, and yields related to securities exempt from
federal and/or state income taxes are stated on a taxable equivalent basis
assuming statutory tax rates of 35.0% and 6.9% for federal and state purposes,
respectively.
The classification of securities as held to maturity ("HTM") or available
for sale ("AFS") is determined at the time of purchase. Centura classifies most
of its investment purchases as available for sale. This is consistent with
Centura's investment philosophy of maintaining flexibility to manage the
securities portfolio. For those investments classified as HTM, Centura has the
intent and ability to hold them until maturity. At December 31, 2000 and 1999,
the HTM portfolio, carried at amortized cost, amounted to $49.5 million and
$114.6 million, respectively. The decline primarily resulted from scheduled
maturities in the portfolio and management's election under Statement of
Financial Accounting Standards No. 115 ("SFAS 115") to transfer $55.4 million
from the HTM portfolio acquired with the Triangle merger to the AFS portfolio.
Unrealized losses on the transferred securities of $708,000 were recorded as a
separate component of equity on the date of transfer. At December 31, 2000, the
fair value of the HTM portfolio exceeded its amortized cost by $805,000, whereas
at December 31, 1999, the fair value was $53,000 less than the amortized cost.
The AFS portfolio, representing the remainder of the investment portfolio,
is reported at estimated fair value. These securities are used as a part of
Centura's asset/liability and liquidity management strategy and may be sold in
response to changes in interest rates or prepayment risk, the need to manage
regulatory capital and other factors. At both December 31, 2000 and 1999, the
fair market value of the AFS portfolio totaled $2.7 billion and included $32.5
million in unrealized gains at year-end 2000 and $67.2 million in unrealized
losses at year-end 1999. Centura recorded $61.7 million, net of tax, in
unrealized gains as a separate component of other comprehensive income during
2000 compared to unrealized losses of $51.3 million, net of tax, recorded during
1999. The change in unrealized gains/losses was mainly due to favorable interest
rate movements and the restructuring of the investment portfolio performed
during 2000. In the second quarter of 2000, Centura incurred losses of $22.1
million related to the restructuring of Triangle's investment portfolio,
undertaken to conform the interest rate risk position of the Triangle investment
portfolio to the overall risk position of Centura. In the third quarter, Centura
performed a second restructuring that resulted in realizing losses totaling
$13.1 million.
Taxable equivalent interest income on investment securities was $184.6
million for 2000, up $8.6 million from the $176.1 million earned in 1999.
Changes in interest rates, product mix, and credit spreads increased interest
income by $14.4 million while volume variances caused a decrease of $5.9
million. The average yield on investments was 6.92 percent in 2000 versus 6.42
percent in 1999. The combination of rising interest rates and the portfolio
restructuring mentioned above contributed to the 50 basis points increase in the
investment yield. Interest income on investment securities, as recorded in the
consolidated statement of income, was $176.1 million for 2000 versus $165.4
million for 1999. For additional information see Table 6, "Net Interest Income
Analysis -- Taxable Equivalent Basis" and Table 7, "Net Interest Income and
Volume/Rate Variance -- Taxable Equivalent Basis."
FUNDING SOURCES
Total funding, which include deposits, short-term borrowings, and long-term
borrowings, averaged $10.3 billion during 2000, up $233.4 million or 2.3 percent
from 1999's level of $10.0 billion.
17
Deposits
Total deposits, whose major categories include money market accounts,
savings accounts, individual retirement accounts, certificates of deposit
("CDs") and transaction accounts, decreased $189.9 million compared to December
31, 1999 to total $7.7 billion at December 31, 2000. This decrease resulted from
a combination of slowed deposit growth in 2000 and divestitures totaling
approximately $307 million that occurred in February and April of 2000. These
divestitures were in response to regulatory requirements associated with the
Triangle merger. Also impacting the deposit balance was the assumption of $138.3
million in deposits from Wachovia, completed in September 2000. On average,
total deposits increased approximately $138 million between periods, excluding
the impact of the Triangle related divestitures and the Wachovia assumption.
Core deposits, which provide a stable source of low cost of funds, include
noninterest-bearing demand, interest checking, money market, CDs with balances
less than $100,000, and savings accounts. Average core deposits for 2000,
excluding the impact of the Triangle divestitures and the Wachovia deposit
assumption, grew approximately $155 million over 1999. For the years ended
December 31, 2000 and 1999, average core deposits constituted 89.9 percent and
89.3 percent of total average deposits, respectively. During 2000, Centura
experienced a migration of funds from interest checking, demand deposit, and
savings accounts to money market accounts and CDs less than $100,000.
Interest expense on deposits increased $42.5 million to total $311.3
million for 2000 compared with $268.9 million for 1999. As shown in Table 6,
"Net Interest Income Analysis --Taxable Equivalent Basis," the cost of interest-
bearing deposits increased 68 basis points from 1999 to yield 4.75 percent for
2000. The increase in deposit interest expense was driven primarily by changes
in the portfolio mix and the interest rate environment, incrementally adding
$40.8 million to interest expense over 1999. Volume changes modestly impacted
interest expense, contributing $1.7 million to the increase.
Other Funding Sources
Management utilizes short-term borrowed funds, consisting principally of
federal funds purchased, securities sold under agreements to repurchase, and
master notes. Short-term borrowed funds were $1.6 billion at period-end 2000 and
also averaged $1.6 billion for the year. For comparison, 1999 period-end short-
term borrowed funds were $1.6 billion and $1.4 billion on average. Short-term
borrowed funds represented 15.4 percent of Centura's total average funding
sources for 2000 compared with 14.0 percent in 1999. The growth in average
short-term borrowings principally stemmed from loan growth exceeding deposit
growth. As a result, there was an increase in the usage of repurchase agreements
and federal funds purchased whose average balances grew $88.2 million and $81.0
million, respectively over 1999. The average interest rate paid on short-term
borrowed funds increased 116 basis points over 1999, yielding 6.11 percent for
2000. This increase was mainly the result of a rising interest rate environment
during most of 2000. Interest expense on short-term borrowed funds increased by
$27.1 million between periods, $17.6 million due to changes in the interest rate
environment and $9.4 million due to volume increases.
Long-term debt consists predominantly of FHLB advances and subordinated
bank notes. Long-term debt at December 31, 2000 was $1.1 billion, up $180.4
million over year-end 1999. The increase was mainly the result of additional
FHLB borrowings, which grew $180.7 million to total $839.1 million at year-end
2000 in comparison to 1999's balance of $658.4 million. For the years ended
December 31, 2000 and 1999, long-term debt averaged $1.0 billion and $867.6
million, respectively. Increased utilization of long-term debt was the result of
managing the liquidity risk arising from loan growth exceeding deposit growth.
The increase in average long-term debt was mainly driven by additional FHLB
borrowings, which on average grew $138.1 million. Interest expense on long-term
debt increased $14.1 million over 1999, primarily the result of volume
variances, which contributed $9.2 million to the increase. Changes in the rate
environment contributed an additional $5.0 million. The average rates paid on
long-term debt were 6.52 percent and 5.98 percent for 2000 and 1999,
respectively. Long-term debt also includes $100 million of fixed-rate, thirty-
year Capital Securities issued in June 1997 by CCTI ("CCTI Capital Securities")
and $20 million of fixed-rate, thirty-year Capital Securities issued by TCT
("TCT Capital Securities").
NET INTEREST INCOME AND NET INTEREST MARGIN
Net interest margin measures the difference between the yield on earning
assets and the rate paid on funds used to support those assets. The net interest
margin, defined as taxable equivalent net interest income divided by average
interest-earning assets, declined 11 basis points to 4.14 percent for 2000
compared to 4.25 percent for 1999. Pressure on the net interest margin largely
resulted from Centura's liability sensitive balance sheet configuration, gradual
changes in the deposit mix, including the Triangle deposit divestitures,
targeted retail deposit product pricing to ensure retention of Triangle's high
value customers and Centura's investment in bank-owned life insurance. The
margin for 2000 was also unfavorably impacted by the share repurchase programs
in the fourth quarters of 1999 and 2000.
18
Net interest income for 2000 was $420.1 million compared to $418.7 million
in the prior year. On a taxable equivalent basis, net interest income decreased
$1.0 million to $430.0 million from the $431.1 million reported in 1999.
Table 6 and Table 7 provide additional information related to net interest
income on a taxable equivalent basis and the net interest margin.
Table 6
- ------------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME ANALYSIS-TAXABLE EQUIVALENT BASIS /(1) (2)/
- ------------------------------------------------------------------------------------------------------------------------------------
2000 1999
---- ----
Average Interest Average Average Interest
------- -------- ------- ------- --------
Balance Income/ Yield/ Balance Income/
------- ------- ------ ------- -------
Expense Rate Expense
------- ----- -------
(dollars in thousands)
Assets
Loans, including fees............. $ 7,606,163 $710,726 9.34% $ 7,258,979 $634,837
Taxable securities................ 2,616,856 180,150 6.88 2,628,693 167,111
Tax-exempt securities............. 53,106 4,497 8.47 114,093 8,965
Short-term investments............ 53,781 3,139 5.84 47,037 2,589
Mortgage loans held for sale...... 59,003 5,634 9.55 99,815 7,992
----------- -------- ----------- --------
Interest-earning assets, gross.... 10,388,909 904,146 8.70 10,148,617 821,494
Net unrealized (losses) gains on
available for sale securities.... (48,585) (23,721)
Other assets, net................. 932,110 913,716
----------- -----------
Total assets...................... $11,272,434 $11,038,612
=========== ===========
Liabilities and
Shareholders' Equity
Interest checking................. $ 895,404 $ 12,805 1.43% $ 955,370 $ 11,671
Money market...................... 1,719,112 79,642 4.63 1,598,658 62,117
Savings deposits.................. 250,810 3,351 1.34 340,044 5,286
Time deposits..................... 3,682,618 215,550 5.85 3,706,959 189,790
----------- -------- ----------- --------
Total interest-bearing deposits... 6,547,944 311,348 4.75 6,601,031 268,864
Borrowed funds.................... 1,582,687 96,758 6.11 1,406,390 69,671
Long-term debt.................... 1,012,329 66,009 6.52 867,641 51,896
----------- -------- ----------- --------
Interest-bearing liabilities...... 9,142,960 474,115 5.19 8,875,062 390,431
-------- --------
Demand, noninterest-bearing....... 1,112,189 1,146,657
Other liabilities................. 127,661 152,932
Shareholders' equity.............. 889,624 863,961
----------- -----------
Total liabilities and
shareholders' equity............. $11,272,434 $11,038,612
=========== ===========
Interest rate spread.............. 3.51%
Net yield on interest-earning
assets, gross.................... $10,388,909 $430,031 4.14% $10,148,617 $431,063
=========== ======== =========== ========
Taxable equivalent adjustment..... $ 9,953 $ 12,338
======== ========
1999 1998
---- ----
Average Average Interest Average
------- ------- -------- -------
Yield/ Balance Income/ Yield/
------ ------- ------- ------
Rate Expense Rate
---- ------- -----
(dollars in thousands)
Assets
Loans, including fees............. 8.75% $ 6,600,052 $606,309 9.19%
Taxable securities................ 6.36 2,465,775 162,242 6.58
Tax-exempt securities............. 7.86 97,663 6,454 6.61
Short-term investments............ 5.92 60,271 3,206 5.56
Mortgage loans held for sale...... 8.01 98,516 8,079 8.20
----------- --------
Interest-earning assets, gross.... 8.10 9,322,277 786,290 8.44
Net unrealized (losses) gains on
available for sale securities.... 16,097
Other assets, net................. 856,724
-----------
Total assets...................... $10,195,098
===========
Liabilities and
Shareholders' Equity
Interest checking................. 1.22% $ 942,759 $ 14,431 1.53%
Money market...................... 3.89 1,363,382 56,578 4.15
Savings deposits.................. 1.55 405,086 8,519 2.10
Time deposits..................... 5.12 3,696,385 202,439 5.48
----------- --------
Total interest-bearing deposits... 4.07 6,407,612 281,967 4.40
Borrowed funds.................... 4.95 1,164,217 61,610 5.29
Long-term debt.................... 5.98 602,740 38,748 6.43
----------- --------
Interest-bearing liabilities...... 4.40 8,174,569 382,325 4.68
--------
Demand, noninterest-bearing....... 1,073,375
Other liabilities................. 147,746
Shareholders' equity.............. 799,408
-----------
Total liabilities and
shareholders' equity............. $10,195,098
===========
Interest rate spread.............. 3.70% 3.76%
Net yield on interest-earning
assets, gross.................... 4.25% $ 9,322,277 $403,965 4.33%
=========== ========
Taxable equivalent adjustment..... $ 11,244
========
_____________________
(1) Nonperforming loans are included in average balances for yield computations.
(2) Yields related to loans and securities exempt from both federal and state
income taxes, federal income taxes only, or state income taxes only are
stated on a taxable equivalent basis assuming statutory tax rates for 2000
of 35.0% and 6.9%, for 1999 of 35.0% and 7.0%, and for 1998 of 35.0% and
7.25% for federal and state purposes, respectively.
19
Table 7
- ------------------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AND VOLUME/RATE VARIANCE--TAXABLE EQUIVALENT BASIS
- ------------------------------------------------------------------------------------------------------------------------------------
2000-1999 1999-1998
--------------------------------------------------------------------------------
Variance attributable to: Variance attributable to:
------------------------- -------------------------
Income/ Income/
Expense Expense
Variance Volume Rate Variance Volume Rate
-------- ------ ---- -------- ------ ----
(thousands)
Interest Income
Loans, including fees................... $75,889 $ 31,218 $44,671 $ 28,528 $ 58,570 $(30,042)
Taxable securities...................... 13,039 (756) 13,795 4,869 10,480 (5,611)
Tax-exempt securities................... (4,468) (5,117) 649 2,511 1,182 1,329
Short-term investments.................. 550 387 163 (617) (725) 108
Mortgage loans held for sale............ (2,358) (3,696) 1,338 (87) 106 (193)
------- ---------- ------- -------- ---------- --------
Total interest income. 82,652 22,036 60,616 35,204 69,613 (34,409)
Interest Expense
Interest checking....................... 1,134 (766) 1,900 (2,760) 191 (2,951)
Money market............................ 17,525 4,934 12,591 5,539 9,309 (3,770)
Savings deposits........................ (1,935) (1,260) (675) (3,233) (1,232) (2,001)
Time deposits........................... 25,760 (1,254) 27,014 (12,649) 578 (13,227)
------- ---------- ------- -------- ---------- --------
Total interest-bearing deposits......... 42,484 1,654 40,830 (13,103) 8,846 (21,949)
Borrowed funds.......................... 27,087 9,447 17,640 8,061 12,189 (4,128)
Long-term debt.......................... 14,113 9,161 4,952 13,148 16,006 (2,858)
------- ---------- ------- -------- ---------- --------
Total interest expense 83,684 20,262 63,422 8,106 37,041 (28,935)
------- ---------- ------- -------- ---------- --------
Net interest income... $(1,032) $ 1,774 $(2,806) $ 27,098 $ 32,572 $ (5,474)
======= ========== ======= ======== ========== ========
The change in interest due to both rate and volume has been allocated
proportionately to volume variance and rate variance based on the relationship
of the absolute dollar change in each.
ASSET QUALITY AND ALLOWANCE FOR LOAN LOSSES
The investment and loan portfolios are the primary types of interest-
earning assets for Centura. While the investment portfolio is structured with
minimum credit exposure to Centura, the loan portfolio is the primary asset
subject to credit risk. Credit risk is controlled and monitored through the use
of lending standards, thorough review of potential borrowers, and ongoing review
of loan payment performance.
Total nonperforming assets, including nonperforming loans and foreclosed
properties, were $54.4 million at December 31, 2000 compared with $35.8 million
at December 31, 1999. Nonperforming assets as a percentage of total assets were
0.47 percent and 0.31 percent at December 31, 2000 and 1999, respectively.
Additional nonperforming commercial and industrial loans and loans secured by
real estate were the main reasons for the increase, with no concentration in any
one industry. Commercial and industrial nonperforming assets increased $15.6
million while loans secured by real estate increased $4.4 million. These
increases were slightly offset by decreases in the agricultural loan and leasing
categories of $339,000 and $706,000, respectively. During 2000, Centura
reclassified approximately $6.0 million of nonperforming loans to other assets
due to management's intent to sell these loans. The loans were transferred to
other assets at the lower of cost or market resulting in a $1.4 million charge
to other noninterest income. Table 10, "Nonperforming Assets and Past Due
Loans," discloses the components and balances of nonperforming assets over the
past five years.
During the third quarter of 1999, Centura charged-off $11.8 million of
loans outstanding to Pluma, Inc. ("Pluma"), an Eden, North Carolina based
manufacturer and distributor of fleece and jersey sportswear. Excluding the
impact of the Pluma charge-off and the subsequent recovery of $1.3 million that
was received in the first quarter of 2000, net charge-offs in 2000 totaled $24.0
million, representing 0.32 percent of average loans when compared to 1999's net
charge-offs of $25.5 million, or 0.35 percent of average loans. The decline was
primarily the result of a decline in commercial and industrial charge-offs of
$3.6 million, excluding the impact of Pluma. This decline in the commercial and
industrial category was partially offset by increases in the loans secured by
real estate and credit card categories which increased by $566,000 and $1.1
million, respectively. These increases were mainly the result of the current
economic environment. Including Pluma, 1999 year-to-date net charge-offs were
$37.3 million or 0.51 percent of average loans.
20
The allowance for loan and lease losses ("AFLL") is the amount considered
adequate to cover probable incurred credit losses in Centura's loan portfolio
existing at the balance sheet date. The allowance for loan losses ended 2000 at
$104.3 million, representing 1.36 percent of outstanding loans compared to $95.5
million, or 1.28 percent of outstanding loans at year-end 1999. A provision for
loan losses is charged against earnings in order to maintain the AFLL at a level
that reflects management's assessment of the risk inherent in the loan
portfolio. The amount provided for loan losses during 2000 totaled $31.8 million
as compared to $40.8 million for 1999. The decrease is mainly attributable to
additional loan provision recorded during 1999 as a result of Pluma, discussed
above. The amount provided for in 2000 includes $5.0 million of additional loan
loss provisions recorded in the second quarter in order to align the credit risk
management methodologies of Triangle with those of Centura. For additional
information with respect to the activity in the AFLL, see Tables 8 and 9,
"Analysis of Allowance for Loan Losses" and "Allocation of Allowance for Loan
Losses," respectively.
The allocated portion of the allowance of $86.1 million as of December 31,
2000 includes both a specific and general allocation. The AFLL for the
commercial loan portfolio is established considering several factors including:
current loan grades, historical loss rates, expected future cash flows, and the
results of individual loan reviews and analyses. The AFLL for consumer loans,
mortgage loans, and leases is determined based on past due levels and historical
and projected loss rates. Loss percentages assigned for each loan grade used to
develop the general allowance are determined based on periodic evaluation of
actual loss experience over a period of time and management's estimate of
probable incurred losses as well as other factors that are known at the time
when the appropriate level for the AFLL is assessed, including the average term
of the portfolio. Generally, all loans with outstanding balances of $100,000 or
greater that have been identified as impaired are reviewed on a quarterly basis
in order to determine whether a specific allowance is required. Included in the
AFLL is an unallocated amount that represents the result of analyzing less
quantifiable factors such as economic trends and other risk factors that are
inherent in the loan portfolio.
During the fourth quarter of 2000, Centura's management adjusted the risk
factors used for the general allocation of the allowance among the respective
loan categories. The risk factors were revised primarily in light of the current
economic trends and market conditions and in consideration of the trend in
historical charge-off levels and delinquencies for each loan type. Growth of the
commercial and retail loan portfolios coupled with the allowance allocation
adjustments resulted in the increase in the allocated allowance assigned to the
various loan categories.
Accruing loans past due ninety or more days were $12.3 million at December
31, 2000, down $2.0 million from the prior year. Accrual of interest on loans is
discontinued when management believes that such interest will not be collected
in a reasonable period of time. Generally, open-end credit lines that reach 180
days or more past due and substantially all other loans that reach 90 days or
more past due are placed on nonaccrual status unless the loan is adequately
secured and in the process of collection. Generally, all loans past due 180 days
are placed on nonaccrual status regardless of security. Recorded accrued
interest is reversed or charged-off. A loan classified as nonaccrual is returned
to accrual status when the obligation has been brought current, has performed in
accordance with its contractual terms over an extended period of time, and the
ultimate collectibility of the total contractual principal and interest is no
longer in doubt.
In addition to nonperforming assets and past due loans, management has
identified approximately $45.0 million in loans that are currently performing in
accordance with their contractual terms that management believes may become
nonperforming during the remaining term of the loan.
Management believes the AFLL to be adequate based upon its current
judgment, evaluation, and analysis of the loan portfolio. Centura continuously
monitors overall credit quality and manages its credit processes, including
loans in past due and nonaccrual status. The AFLL represents management's
estimate of an amount adequate to provide for probable incurred current losses
in the loan portfolio. However, there are additional risks of future losses that
cannot be quantified precisely or attributed to particular loans or classes of
loans. Because those risks include general economic trends as well as conditions
affecting individual borrowers, management's judgment of the AFLL is necessarily
approximate and imprecise. The AFLL is also subject to regulatory examinations
and determinations as to adequacy, which may take into account such factors as
the methodology used to calculate the AFLL and the size of the AFLL in
comparison to peer banks identified by the regulatory agencies. No assurances
can be given that the ongoing evaluation of the loan portfolio in light of
economic conditions and other factors then prevailing will not require
significant future additions to the AFLL, thus adversely affecting the operating
results of Centura.
21
Table 8
- ----------------------------------------------------------------------------------------------------------------------------------
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
- ----------------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
(dollars in thousands)
Allowance for loan losses at beginning of year $ 95,500 $91,894 $86,373 $77,917 $72,776
Allowance related to loans transferred or sold............................. (368) (556) -- -- --
Allowance for acquired loans............................................... -- 605 2,068 4,338 1,142
Provision for loan losses.................................................. 31,815 40,828 20,759 18,764 12,261
Charge-offs:
Real estate loans......................................................... 2,811 2,322 1,469 1,931 1,273
Commercial and industrial loans........................................... 7,594 22,862 6,700 6,339 4,940
Agricultural loans (excluding real estate)................................ 670 760 95 256 70
Consumer loans............................................................ 12,352 10,934 9,247 7,772 5,385
Leases.................................................................... 4,717 4,132 3,503 2,164 668
Other..................................................................... 17 34 249 935 274
-------- ------- ------- ------- -------
Total charge-offs....................................................... 28,161 41,044 21,263 19,397 12,610
-------- ------- ------- ------- -------
Recoveries on loans previously charged-off:
Real estate loans......................................................... 153 230 193 751 883
Commercial and industrial loans........................................... 2,777 1,398 1,462 2,635 1,985
Agricultural loans (excluding real estate)................................ 4 9 -- 45 10
Consumer loans............................................................ 2,257 1,846 2,088 1,206 1,347
Leases.................................................................... 298 290 214 114 123
-------- ------- ------- ------- -------
Total recoveries on loans previously charged-off........................ 5,489 3,773 3,957 4,751 4,348
-------- ------- ------- ------- -------
Net charge-offs............................................................ 22,672 37,271 17,306 14,646 8,262
-------- ------- ------- ------- -------
Allowance for loan losses at end of year................................... $104,275 $95,500 $91,894 $86,373 $77,917
======== ======= ======= ======= =======
Allowance and Loss Ratios:
Allowance for loan losses to total loans................................... 1.36 % 1.28 % 1.30 % 1.38 % 1.41 %
Net charge-offs to average loans........................................... 0.30 0.51 0.26 0.25 0.15
Allowance for loan losses to nonperforming loans........................... 2.15 x 3.25 x 2.47 x 2.66 x 2.89 x
_________________
Table 9
- ------------------------------------------------------------------------------------------------------------------------------
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
- ------------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
-------- ------- ------- ------- -------
(thousands)
Commercial, financial, and agricultural.................................... $ 30,089 $23,795 $22,137 $20,605 $18,001
Consumer................................................................... 20,571 16,277 14,287 13,296 11,688
Real estate -- mortgage.................................................... 20,812 20,780 25,260 21,904 19,051
Real estate -- construction and land development........................... 10,481 6,430 7,830 7,252 7,643
Leases..................................................................... 4,182 3,893 8,961 6,114 2,142
Unallocated................................................................ 18,140 24,325 13,419 17,202 19,392
-------- ------- ------- ------- -------
Allowance for loan losses at end of year................................... $104,275 $95,500 $91,894 $86,373 $77,917
======== ======= ======= ======= =======
The allocation of the allowance for loan losses to the respective loan
classifications is not necessarily indicative of future losses or future
allocations. Refer to Table 3 for percentages of loans in each category to total
loans.
Table 10
- ---------------------------------------------------------------------------------------------------------------------------
NONPERFORMING ASSETS AND PAST DUE LOANS
- ---------------------------------------------------------------------------------------------------------------------------
2000 1999 1998 1997 1996
------- ------- ------- ------- -------
(dollars in thousands)
Nonaccrual loans*.................................................... $48,475 $29,415 $37,238 $32,466 $26,494
Restructured loans................................................... -- -- -- -- 497
------- ------- ------- ------- -------
Nonperforming loans................................................. 48,475 29,415 37,238 32,466 26,991
Foreclosed property.................................................. 5,897 6,421 7,913 7,131 6,296
------- ------- ------- ------- -------
Total nonperforming assets........................................... $54,372 $35,836 $45,151 $39,597 $33,287
======= ======= ======= ======= =======
Accruing loans past due ninety days or more.......................... $12,338 $14,366 $14,777 $13,130 $12,507
Nonperforming Assets To:
Loans and foreclosed property....................................... 0.71 % 0.48 % 0.64 % 0.63 % 0.60 %
Total assets........................................................ 0.47 0.31 0.41 0.41 0.39
* Excludes $6.0 million of nonperforming loans classified as held for
accelerated disposition at December 31, 2000.
22
NONINTEREST INCOME AND EXPENSE
Noninterest income ("NII") includes service charges on deposit accounts,
credit card and related fees, insurance and brokerage commissions, trust
revenues, mortgage income, operating lease income, and other commissions and
fees derived from banking related activities.
Noninterest income for 2000, excluding gains and losses on sales of
investment securities, totaled $182.6 million compared to $171.5 million for
1999, an increase of $11.1 million or 6.5 percent. As a percentage of total
revenues, defined as the sum of taxable equivalent net interest income and
noninterest income, excluding gains and losses on sales of investment
securities, NII grew 130 basis points over 1999 to 29.8 percent. Factors giving
rise to the change in noninterest income are discussed in the paragraphs that
follow.
Mortgage income was $33.9 million for the year ended December 31, 2000, an
increase of $8.6 million over 1999. Mortgage income is primarily comprised of
mortgage loan sale income, origination fees, and servicing income. Mortgage
loan sale income increased $11.2 million, mainly due to the recording of a $13.1
million net gain on the sale of approximately $2.1 billion of Centura's mortgage
servicing portfolio, which occurred in the third quarter of 2000. The sale of
the mortgage servicing portfolio was driven by the value inherent in the rate
environment and the opportunity to eliminate volatility to earnings that arises
from impairment charges resulting from mortgage prepayments. Also included in
mortgage loan sale income for 2000 was revenue of $3.1 million generated by NCS,
purchased in the first quarter of 2000. Included in 1999's loan sale income
were gains as a result of a balance sheet restructuring totaling $2.2 million
and gains of $3.4 million related to the sale of the Ginnie Mae servicing
portfolio. A gain of approximately $720,000 was recorded in mortgage income in
the fourth quarter of 2000 as a result of the sale of a portion of Centura's
residential mortgage loans to FGHE. Partially offsetting the increase in
mortgage loan sale income was a $3.7 million decrease from 1999 in mortgage loan
origination fees. This decline resulted from reduced origination volume given
the rising interest rate environment throughout most of 2000.
Other noninterest income was $28.9 million for the year ended December 31,
2000, an increase of $3.8 million over 1999. Included in 2000's other
noninterest income were gains of $10.2 million received on the sale of branches
required by the Federal Reserve and Department of Justice to be divested as a
result of the merger with Triangle. Mitigating this gain were approximately
$4.9 million of write-downs and losses on investments classified in other assets
and losses on sales of securities from the investment portfolio, other than
those losses associated with the Triangle investment portfolio restructuring.
Unfavorably impacting noninterest income during 2000 was the transfer of
approximately $6.0 million in nonperforming loans to other assets. The loans
were transferred at the lower of cost or market, resulting in a $1.4 million
charge to other noninterest income. Revenue associated with Centura's
investment in bank-owned life insurance resulted in an increase to other
noninterest income year over year. Impacting other noninterest income in 1999
was the sale of CLG, which generated a gain of $4.9 million. This sale resulted
in a decline to 2000's revenues of approximately $5.8 million that CLG generated
from its leasing activities.
Excluding merger-related and other significant charges of $28.5 million and
$6.9 million for the years ended December 31, 2000 and 1999, respectively,
noninterest expense ("NIE") totaled $350.6 million, a 1.5 percent increase over
1999. Including the merger-related and other significant charges, NIE totaled
$379.1 million for 2000 compared to 1999 NIE of $352.3 million. Personnel costs
are the single largest component of NIE and increased 4.5 percent or $7.6
million over 1999. Included in 2000's personnel costs are incremental salary
expenses related to the addition of the newly acquired NCS employees, the
filling of previously vacant positions, an increase in 401(k) expense as a
result of management's decision to increase the employer matching contribution
and an increase in incentive compensation accruals. Favorably impacting
personnel expense in 2000 were the third quarter 1999 sale of CLG and
efficiencies realized from the merger with Triangle. Professional fees, which
included fees totaling approximately $1.4 million paid for Year 2000 remediation
during 1999, declined $734,000. Fees for outsourced services, a volume driven
expense, rose $2.0 million. Occupancy and equipment expenses declined $713,000
and $2.4 million, respectively, influenced by office consolidations and
divestitures associated with the Triangle merger and the unexpected Hannaford
in-store closings. The remaining difference was spread across various other
noninterest expense categories.
INCOME TAX EXPENSE
Income tax expense for 2000, 1999 and 1998 was $56.1 million, $66.1 million
and $63.5 million, respectively. The 2000, 1999, and 1998 effective tax rates
were 36.2 percent, 33.7 percent, and 34.2 percent, respectively. The effective
tax rate for 2000 was impacted by certain merger-related charges that were not
tax deductible while 1999's effective tax rate was reduced as a result of
adjustments to expected recoverable amounts. Refer to the Notes to Consolidated
Financial Statements, Note 15, for a reconciliation of the statutory federal
income tax rate of 35.0 percent to the effective tax rates for the periods
presented.
23
EQUITY AND CAPITAL RESOURCES
Shareholders' equity as of December 31, 2000 and 1999 was $956.4 million
and $859.7 million, respectively, and represented 8.3 percent and 7.6 percent of
year-end assets, respectively. The growth in shareholders' equity was a result
of 2000 earnings, the exercise of stock options and the change in unrealized
gains and losses on available for sale securities. Offsetting increases to
shareholders' equity were repurchases of common stock, which Centura executes
from time to time, and dividends to shareholders. During the third quarter of
2000, Centura's Board of Directors authorized a share repurchase program of up
to 1.5 million shares of Centura common stock, with the total purchase price not
to exceed $67.5 million. Centura repurchased 551,800 shares of common stock for
an aggregate cost of $20.8 million and 764,205 shares of common stock for an
aggregate cost of $36.4 million during 2000 and 1999, respectively. Centura
intends to discontinue the repurchase of shares given the proposed merger with
RBC.
Centura's common stock is traded on the New York Stock Exchange under the
symbol "CBC." At December 31, 2000, Centura had approximately 18,254
shareholders and had 39,427,056 shares outstanding. Annual cash dividends have
consistently increased and have been paid without interruption over the past 33
years. Generally, dividends are paid on or about the 15th day of the final
month in the quarter. For 2000 and 1999, cash dividends paid, without giving
effect to mergers accounted for as pooling-of interests, were $53.2 million and
$35.0 million, respectively, representing $1.34 and $1.25 on a per share basis,
respectively.
Centura's capital ratios are greater than the minimums required by
regulatory guidelines. Centura intends to maintain an optimal capital and
leverage mix. At December 31, 2000, Centura and the Bank had the requisite
capital levels to qualify as well-capitalized. As a result of its well-
capitalized status, the Bank is assessed at the lowest FDIC insurance premium
rates available for financial institutions under each insurance fund. Note 20
in the consolidated financial statements presents the capital ratios for Centura
and the Bank for 2000 and 1999. As discussed in the "Liquidity" section,
Capital Securities are a component of tier 1 capital.
Table 11
- ------------------------------------------------------------------------------------------------------
CAPITAL RATIOS
- ------------------------------------------------------------------------------------------------------
Total Tier I Tier I
Capital Capital Leverage
-------- -------- ---------
2000.................................................................... 12.7% 10.4% 8.1%
1999.................................................................... 12.6 10.4 8.0
Minimum requirement..................................................... 8.0 4.0 4.0
Regulatory agencies have generally taken the position not to include net
unrealized gains or losses on available for sale investment securities in
calculating tier 1 capital.
LIQUIDITY
Centura's liquidity management objective is to meet maturing debt
obligations, fund loan commitments and deposit withdrawals, and manage
operations on a cost effective basis. Management believes that sufficient
resources are available to meet Centura's liquidity objective through its debt
maturity structure, holdings of liquid assets, and access to the capital markets
through a variety of funding vehicles. Proper liquidity management is crucial
to ensure that Centura is able to take advantage of new business opportunities
as well as meet the demands of its customers.
Investment securities are an important tool to Centura's liquidity
management objective. Securities classified as available for sale represent an
accessible source of liquidity through either repurchase programs or
liquidation.
The Bank's traditional funding sources consist primarily of core deposits,
established federal funds lines with major banks, proceeds from matured
investments, contracts to repurchase investment securities and principal and
interest repayments on loans. At December 31, 2000, the Bank had $2.2 billion in
total federal funds lines available. In addition, Centura Bank has the ability
to borrow from the FHLB up to 21 percent of the Bank's total assets. The amount
outstanding to the FHLB at December 31, 2000 amounted to $864.1 million.
The Bank also has the ability to issue debt up to a maximum of $1.0 billion
under an offering by the Bank to institutional investors of unsecured bank notes
that have maturities that can range from 30 days and beyond from the date of
issue. Each bank note would be a direct, unconditional, and unsecured general
obligation solely of the Bank and would not be an obligation of or guaranteed by
Centura. Interest rate and maturity terms would be negotiated between the Bank
and the purchaser, within certain parameters set forth in an offering circular.
As of December 31, 2000 and 1999, there were $125.0 million of 6.5 percent, 10
year, subordinated bank notes outstanding. In addition, Centura also accepts
Eurodeposits, has a master note commercial paper facility, and offers brokered
certificates of deposit.
Finally, Centura has the ability to draw from an unsecured line of credit
of up to $60.0 million from a nonaffiliated bank. At both December 31, 2000 and
1999, $10.0 million was outstanding under this line.
24
Management is not aware of any events that are reasonably likely to have a
material negative effect on Centura's liquidity, capital resources or
operations. In addition, management is not aware of any regulatory
recommendations regarding liquidity, which if implemented, would have a material
negative effect on Centura.
MARKET RISK
Market risk is the risk of loss from adverse changes in market prices and
rates. Centura's market risk primarily stems from interest rate risk, the
potential economic loss due to future changes in interest rates, which is
inherent in lending and deposit gathering activities. Centura's objective is to
manage the mix of interest-sensitive assets and liabilities to minimize interest
rate risk and stabilize the net interest margin and the market value of equity
while optimizing profit potential. Centura trading activities are minimal and
Centura is not subject to significant currency exchange risk or commodity price
risk.
The table below illustrates the scheduled maturity of selected on-balance
sheet financial instruments and their estimated fair values at December 31,
2000. For loans, investment securities, and long-term debt obligations,
principal cashflows are presented by expected maturity date including the
weighted-average interest rate by exposure category. Weighted-average variable
rates are based on implied forward rates in the yield curve at year-end.
Prepayment assumptions are based on rates evolving along the implied forward
yield curve at year-end and reflect market conventional prepayment behavior. For
deposits without contractual maturities, including interest checking, savings,
and money market accounts, cashflows are separated into "core" and "non-core"
components. The non-core cashflows are scheduled to mature in 2001 while the
core cashflows are presented based on management's assessment of runoff.
Centura utilizes off-balance sheet derivative financial instruments as one
means of managing its interest rate risk associated with on-balance sheet
financial instruments. Refer to Table 13 for a summary of market risk
information relative to off-balance sheet financial instruments and to the
"Asset/Liability and Interest Rate Risk Management" section for further
information on how Centura manages its interest rate risk.
Table 12
- ------------------------------------------------------------------------------------------------------------------------------------
RATE SENSITIVE ON-BALANCE SHEET FINANCIAL INSTRUMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
Principal Maturing In:
---------------------------------------------------------------------
Fair Value
December
2001 2002 2003 2004 2005 Thereafter Total 31, 2000
---- ---- ---- ---- ---- ---------- ----- --------
(dollars in thousands)
Rate Sensitive Assets:
Loans, gross
Fixed rate...................... $1,646,907 $667,694 $378,579 $201,414 $ 91,502 $268,989 $3,255,085 $3,311,722
Average rate (%)................ 8.33 8.69 8.67 8.79 8.19 8.44 8.47
Variable rate................... 2,590,031 837,171 471,296 349,393 54,582 114,133 4,416,606 4,534,521
Average rate (%)................ 9.00 8.85 9.00 9.29 8.47 8.22 8.97
Investment securities
Fixed rate...................... 367,450 334,038 469,227 147,742 348,531 670,413 2,337,401 2,367,722
Average rate (%)................ 6.54 6.31 7.01 6.69 6.73 6.37 6.59
Variable rate................... 47,683 82,815 23,619 27,069 17,248 136,817 335,251 338,188
Average rate (%)................ 6.81 6.93 7.06 6.72 7.01 7.35 7.08
Rate Sensitive Liabilities:
Interest-bearing checking,
savings, money market........... $1,806,826 $191,857 $191,857 $191,857 $191,857 $383,715 $2,957,969 $2,957,969
Average rate (%)................ 4.28 1.71 1.77 1.80 1.80 1.86 3.32
Time deposits..................... 2,167,664 929,886 251,329 66,614 122,982 79,575 3,618,050 3,646,008
Average rate (%)................ 5.93 6.49 6.66 5.83 6.14 6.14 6.13
Borrowed funds.................... 1,566,611 - - - - - 1,566,611 1,566,611
Average rate (%)................ 5.87 - - - - - 5.87
Long-term debt.................... 230,115 403,935 122 126 130 450,334 1,084,762 1,131,281
Average rate (%)................ 5.77 5.79 2.49 2.50 2.52 6.69 6.16
ASSET/LIABILITY AND INTEREST RATE RISK MANAGEMENT
Centura's Asset/Liability Management Committee seeks to maintain a general
balance between interest-sensitive assets and liabilities to insulate net
interest income and shareholders' equity from significant adverse changes in
market interest rates. Mismatches in interest rate repricings of assets and
liabilities arise from the interaction of customer business needs and Centura's
discretionary asset and liability management activities. Exposure to changes in
the level and direction of interest rates is managed by adjusting the
asset/liability mix through the use of various interest rate risk management
products, including derivative financial instruments.
25
Off-balance sheet derivative financial instruments, such as interest rate
swaps, interest rate floor and cap arrangements, and interest rate futures and
option contracts ("swaps," "floors," "caps," "futures," and options,"
respectively), are an integral part of Centura's interest rate risk management
activities. Centura has principally utilized interest rate swaps, floors and
caps. Swaps are used to manage interest rate risk, reduce funding costs, and
allow Centura to utilize diversified funding sources. Floors are used to
protect certain designated variable rate financial instruments from the downward
effects of their repricing in the event of a decreasing rate environment. Caps
are used to protect certain designated financial instruments from the negative
repricing effects of an increasing rate environment. Options provide the right,
but not obligation, to put or call securities back to a third party at an agreed
upon price under the specific terms of each agreement. Table 13 summarizes
Centura's off-balance sheet derivative financial instruments at December 31,
2000. Notional amounts represent the amount on which calculations of interest
payments to be exchanged are based. Refer to Note 16 of the Notes to
Consolidated Financial Statements for a comparative summary of Centura's off-
balance sheet instruments at December 31, 2000 and 1999 and for a detailed
discussion of related risks and to Note 1 of the Notes to Consolidated Financial
Statements for discussion of the accounting policy for these off-balance sheet
financial instruments. On-balance sheet and off-balance sheet financial
instruments are managed on an integrated basis as part of Centura's overall
asset/liability management function. The value of any single component of the
on-balance sheet or off-balance sheet position should not be viewed
independently.
During 2000, Centura terminated certain derivative contracts and deferred
the resulting net gains amounting to $3.2 million. These net gains will be
amortized over the shorter of the life of the derivative instrument or the
hedged item. Since the risk characteristics of the terminated transactions
largely offset each other, terminating the transactions did not materially alter
Centura's market risk position. Centura expects to continue to use derivatives,
cash market instruments, and other methods to manage its market risk in the
future. See discussion with respect to adoption of SFAS 133 in the "Current
Accounting Matters" section.
Table 13
- ------------------------------------------------------------------------------------------------------------------------------------
RATE SENSITIVE DERIVATIVE FINANCIAL INSTRUMENTS
- ------------------------------------------------------------------------------------------------------------------------------------
Notional Amounts Maturing In:
-----------------------------------------------------------------
Weighted
Fair Value Average
12/31/00 Carrying Remaining
Gain/ Value Contractual
2001 2002 2003 2004 2005 Thereafter Total (Loss) 12/31/00 (Years)
-------------------------------------------------------------------------------------------------
(dollars in thousands)
Corporation Pays Fixed Rates,
Receives Variable $ - $ - $ - $ - $ - $ 43,145 $ 43,145 $(1,020) $ - 9.8
Average rate paid (%)............ - - - - - 6.43 6.43 - - -
Average rate received (%)........ - - - - - 6.70 6.70 - - -
Corporation Pays Variable Rates,
Receives Fixed 3,000 - 45,000 40,000 90,000 119,000 297,000 1,204 - 6.7
Average rate paid (%)............ 6.65 - 6.51 6.65 6.61 6.60 6.60 - - -
Average rate received (%)........ 5.50 - 6.67 6.00 6.91 7.10 6.81 - - -
Interest Rate Caps (LIBOR) 16,868 - - - - - 16,868 - 2 0.5
Average strike rate (%).......... 7.75 - - - - - 7.75 - - -
Asset/liability simulation models are utilized to evaluate the dynamics of
the balance sheet and to estimate earnings volatility under different interest
rate environments. These simulations include calculating the impact of
significant fluctuations in interest rates, both increases and decreases, on net
interest income and the estimated fair value of assets and liabilities. Based on
a 100 basis point rate shock in either direction, this simulation as of December
31, 2000 shows Centura's interest rate risk position to be relatively neutral:
net interest income would not vary by more than approximately 1 percent and the
estimated market value of equity would not vary by more than approximately 3.0
percent. Centura seeks a reasonable balance between a satisfactorily high and
stable return on average shareholders' equity and a satisfactorily high and
stable estimated market value of equity.
An interest rate gap analysis is shown in Table 14 as of December 31, 2000.
Gap analysis is generally based on the timing of contractual maturities and
repricing opportunities of interest-sensitive assets and liabilities including
management's assumptions relative to financial instruments subject to prepayment
and indeterminate life deposits. A gap is considered positive when the amount of
interest-sensitive assets exceeds the amount of interest-sensitive liabilities.
At December 31, 2000, Centura had a negative one-year cumulative interest
sensitivity gap of approximately $452.9 million. The interest rate gap analysis
is a static indicator that does not reflect various repricing characteristics
and may not necessarily indicate the sensitivity of net interest income in a
changing interest rate environment.
26
Table 14
- ------------------------------------------------------------------------------------------------------------------------------------
INTEREST SENSITIVITY ANALYSIS
- ------------------------------------------------------------------------------------------------------------------------------------
As of December 31, 2000(2)
181-365 Total Under Total Over
1-30 days 31-60 Days 61-90 Days 91-180 Days Days One Year One Year Total
-----------------------------------------------------------------------------------------------
(dollars in thousands)
Interest-Earning Assets
Loans............................... $4,427,660 $ 209,574 $ 191,270 $ 427,635 $ 656,635 $5,912,774 $1,758,917 $ 7,671,691
Investment securities............... 85,142 26,125 63,594 97,741 241,786 514,388 2,158,264 2,672,652
Other short-term investments........ 22,475 - - - - 22,475 - 22,475
Mortgage loans held for sale........ 56,907 - - - - 56,907 - 56,907
---------- ---------- --------- --------- --------- ---------- ---------- -----------
Total interest-earning assets....... 4,592,184 235,699 254,864 525,376 898,421 6,506,544 3,917,181 10,423,725
Notional amount of interest rate
swaps.............................. 24,231 2,359 16,555 - 3,000 46,145 294,000 340,145
---------- ---------- --------- --------- --------- ---------- ---------- -----------
Total interest-earning assets and
off-balance sheet derivative
financial instruments.............. $4,616,415 $ 238,058 $ 271,419 $ 525,376 $ 901,421 $6,552,689 $4,211,181 $10,763,870
========== ========== ========= ========= ========= ========== ========== ===========
Interest-Bearing Liabilities
Time deposits over $100............. $ 133,295 $ 100,568 $ 83,308 $ 128,087 $ 114,596 $ 559,854 $ 144,583 $ 704,437
All other deposits (1).............. 2,214,280 429,798 373,704 442,282 601,297 4,061,361 2,941,342 7,002,703
Borrowed funds...................... 1,059,224 250,505 256,882 - - 1,566,611 - 1,566,611
Long-term debt...................... 100,707 239,035 175,036 109 5,228 520,115 564,647 1,084,762
---------- ---------- --------- --------- --------- ---------- ---------- -----------
Total interest-bearing liabilities.. 3,507,506 1,019,906 888,930 570,478 721,121 6,707,941 3,650,572 10,358,513
Notional amount of interest rate
swaps.............................. 124,050 70,020 73,081 30,144 305 297,600 42,545 340,145
Total interest-bearing liabilities ---------- ---------- --------- --------- --------- ---------- ---------- -----------
and off-balance derivative
financial instruments.............. $3,631,556 $1,089,926 $ 962,011 $ 600,622 $ 721,426 $7,005,541 $3,693,117 $10,698,658
========== ========== ========= ========= ========= ========== ========== ===========
Interest sensitivity gap per period.. $ 984,859 $ (851,868) $(690,592) $ (75,246) $ 179,995 $ (452,852)
Cumulative interest sensitivity gap 984,859 132,991 (557,601) (632,847) (452,852)
Cumulative ratio of interest-
sensitive assets to interest-
sensitive liabilities............... 1.27x 1.03x 0.90x 0.90x 0.94x
___________________
(1) To be consistent with simulation modeling, checking, regular money market,
and regular savings accounts are separated into core and non-core
components. The non-core component is repriced evenly over the first 3
months. The core component is spread evenly over a 7 year period.
(2) Expected maturities may differ from contractual maturities because
borrowers have the right to prepay obligations with or without call or
prepayment penalties. Mortgages and mortgage-backed securities' principal
cash flows are modeled by aggregating similar coupon and age instruments
and applying the appropriate median prepayment speeds.
FOURTH QUARTER RESULTS
Net income for 2000's fourth quarter was $35.8 million or $0.90 per diluted
share as compared to $35.5 million or $0.89 per diluted share for the fourth
quarter of 1999.
Average interest-earning assets for 2000's fourth quarter were $10.5
billion compared to $10.3 billion in the prior year. Average interest-bearing
liabilities were $9.2 billion for the quarter ended December 31, 2000 in
comparison to $9.1 billion for the quarter ended December 31, 1999. The average
rate earned and paid on interest-earning assets and interest-bearing liabilities
were 8.90 percent and 5.40 percent, respectively, for fourth quarter 2000
compared to 8.18 percent and 4.54 percent, respectively, for fourth quarter
1999. Taxable equivalent net interest income declined $334,000 from the fourth
quarter of 1999, totaling $110.0 million for the fourth quarter of 2000. The
net interest margin declined 6 basis points to 4.14 percent for the quarter
ended December 31, 2000.
Noninterest income increased $5.3 million when compared to fourth quarter
1999 to total $43.3 million, primarily the result of an increase in mortgage
income of $3.2 million. A gain of approximately $720,000 was recorded in
mortgage income in the fourth quarter of 2000 as a result of the sale of
portions of Centura's residential mortgage loans to FGHE. NCS, acquired in the
first quarter of 2000, generated an additional $950,000 of mortgage income while
origination fees grew by approximately $890,000 quarter over quarter. The final
component of mortgage income experiencing significant change, income from
mortgage sales, grew $1.2 million over the prior year's fourth quarter. During
the fourth quarter 2000, Centura recognized to other noninterest income its
portion of FGHE's net income, which amounted to $765,000. Unfavorably impacting
fourth quarter other noninterest income was the transfer of approximately $6.0
million in nonperforming loans to other assets, a result of management's
intention to sell such loans. The loans were transferred to other assets at the
lower of cost or market resulting in a $1.4 million charge to other noninterest
income. Revenue associated with Centura's investment in bank-owned life
insurance resulted in an increase to noninterest income fourth quarter over
fourth quarter. The remainder of the difference was spread across various
noninterest income categories.
27
Noninterest expense increased $7.8 million from the fourth quarter of 1999
to total $90.8 million. Personnel expenses were up $5.0 million, reflecting the
addition of the newly acquired NCS employees and higher fringe benefit costs
associated with an increase in 401(k) expense as a result of management's
decision to increase the employer matching contribution and an increase in
incentive compensation accruals. Customer research and other marketing
initiatives caused marketing expenses to increase by $1.5 million. Fees for
outsourced services, a volume driven expense, increased $701,000 in comparison
to 1999's fourth quarter while losses other than loans were down $522,000. The
remaining difference was spread across the remaining noninterest expense
categories.
The efficiency ratio for the fourth quarter of 2000 was 59.23 percent
compared to 55.94 percent for the fourth quarter of 1999.
Table 15, "Quarterly Financial Summary," presents the quarterly results of
operations, selected average balances and certain other selected data by quarter
for the years ended December 31, 2000 and 1999.
Table 15
- ------------------------------------------------------------------------------------------------------------------------------
QUARTERLY FINANCIAL SUMMARY
- ------------------------------------------------------------------------------------------------------------------------------
2000 1999
---- ----
Fourth Third Second First Fourth Third Second First
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
------- ------- ------- ------- ------- ------- ------- -------
Summary of Operations
(thousands)
Interest income....................... $233,499 $227,544 $217,718 $215,432 $211,362 $204,747 $197,851 $195,196
Interest expense...................... 125,980 123,309 114,202 110,624 104,320 98,140 94,061 93,910
-------- -------- -------- -------- -------- -------- -------- --------
Net interest income................... 107,519 104,235 103,516 104,808 107,042 106,607 103,790 101,286
Provision for loan losses............. 6,960 6,960 11,920 5,975 8,894 16,006 8,347 7,581
Noninterest income.................... 43,332 40,216 33,903 28,269 38,010 46,381 43,812 42,694
Noninterest expense................... 90,799 85,417 92,274 110,642 82,956 88,515 86,402 94,450
Income taxes.......................... 17,298 18,071 12,302 8,425 17,653 16,514 17,197 14,770
-------- -------- -------- -------- -------- -------- -------- --------
Net income............................ $ 35,794 $ 34,003 $ 20,923 $ 8,035 $ 35,549 $ 31,953 $ 35,656 $ 27,179
======== ======== ======== ======== ======== ======== ======== ========
Per Common Share
Net income - basic.................... $ 0.91 $ 0.85 $ 0.53 $ 0.20 $ 0.90 $ 0.80 $ 0.90 $ 0.68
Net income - diluted.................. 0.90 0.85 0.52 0.20 0.89 0.79 0.88 0.67
Cash dividends*....................... 0.34 0.34 0.34 0.32 0.32 0.32 0.32 0.29
Selected Average Balances
(millions)
Assets................................ $ 11,406 $ 11,262 $ 11,088 $ 11,333 $ 11,244 $ 11,066 $ 10,973 $ 10,868
Loans, gross.......................... 7,713 7,631 7,604 7,481 7,363 7,305 7,231 7,123
Deposits.............................. 7,656 7,585 7,582 7,819 7,865 7,771 7,717 7,635
Shareholders' equity.................. 926 902 869 860 862 870 866 859
Market Prices
High.................................. $ 48.250 $ 38.313 $ 45.688 $ 45.813 $ 52.938 $ 58.125 $ 62.000 $ 73.875
Low................................... 33.625 31.125 33.953 33.750 41.375 39.625 54.938 58.188
Close................................. 48.250 38.313 33.953 45.813 44.125 41.375 56.375 58.188
* amounts presented have not been restated for mergers accounted for under the
pooling-of-interests method.
1999 COMPARED TO 1998
Centura reported net income of $130.3 million or $3.23 per diluted share
for the year ended December 31, 1999 compared with $122.2 million or $3.03 per
diluted share reported in 1998. Included in 1999's earnings were $8.4 million of
merger-related expenses incurred as a result of the March 1999 merger with First
Coastal. Excluding these merger-related expenses, diluted EPS would have been
$3.37 per share. Items of significance are discussed below.
Taxable equivalent net interest income rose $27.1 million, or 6.7 percent,
to total $431.1 million for 1999, primarily due to the combination of interest
rate and portfolio mix changes, and the impact of average interest-earning asset
growth exceeding the growth in interest-bearing liabilities. Average interest-
earning assets increased $786.5 million while interest-bearing liabilities
increased $700.5 million. The net interest margin decreased to 4.25 percent
during 1999 from 4.33 percent during 1998. The margin was influenced by slightly
tighter credit spreads for loans in increasingly competitive markets and the
partial reliance of funding these loans with market rate sensitive liabilities.
Net interest income, excluding the taxable equivalent adjustment, was $418.7
million in 1999 compared to $392.7 million in 1998.
28
Nonperforming assets were $35.8 million at December 31, 1999, representing
0.31 percent of total assets, compared with nonperforming assets of $45.2
million or 0.41 percent of total assets at year-end 1998. The allowance for loan
losses represented 1.28 percent of total loans at year-end 1999 compared with
coverage of 1.30 percent at year-end 1998. Net charge-offs were 0.51 percent and
0.26 percent of average loans at December 31, 1999 and 1998, respectively.
During 1999, Centura charged-off $11.8 million of loans outstanding to Pluma,
Inc. Net charge-offs to average loans, excluding this charge-off, would have
been 0.35 percent. The amount provided for loan losses during 1999 totaled $40.8
million as compared to $20.8 million for 1998.
Noninterest income, before gains and losses on securities sales, totaled
$171.5 million for 1999 compared to $155.2 million earned for 1998. The increase
in NII between 1998 and 1999 was primarily driven by income received from
service charges on deposits, brokerage commissions, credit card related fees,
and other noninterest income. Service charges on deposits, the largest component
of NII, increased $6.3 million, with changes to the fee structure for checking
account products and NSF fee increases in the beginning of 1999 accounting for
the increase. Brokerage commissions, supported by favorable market conditions
during the year, were up $3.3 million. Credit card related fees increased $2.0
million over 1998, reflecting greater volume and the restructuring of the
Travelsmart credit card product. Other noninterest income increased $2.6 million
mainly the result of a $4.9 million gain recorded as a result of the September
1999 sale of Centura's technology leasing subsidiary, CLG. Operating lease
income, a component of other noninterest income and directly impacted by this
sale, declined $1.3 million year to year.
Excluding, merger-related charges of $6.9 million related to the merger
with First Coastal, noninterest expense totaled $345.5 million, up 1.7 percent
over 1998's total NIE of $339.5 million, excluding merger-related charges of
$4.4 million. Personnel costs, the largest component of NIE, increased $6.2
million, primarily as a result of normal salary growth and higher fringe benefit
costs. Partially offsetting these increases was management's decision not to pay
certain incentive-based bonuses as a result of Centura not achieving established
targets. Occupancy expenses and equipment expenses increased $1.9 million and
decreased $1.5 million, respectively. Volume driven expenses, such as fees for
outsourced services, grew $1.8 million between years, reflecting growth in the
customer base and the integration of new customers gained through acquisitions
and new locations. As expected, acquisitions during 1999 contributed to a $1.5
million increase in intangibles amortization. Favorably impacting NIE were
declines of $2.6 million, $1.1 million and $1.6 million in costs related to
marketing, office supplies, and losses other than loans, respectively.
CURRENT ACCOUNTING MATTERS
The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 137 and SFAS 138
(collectively, "SFAS 133"). SFAS 133 is effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000, and accordingly, Centura adopted
SFAS 133 on January 1, 2001.
SFAS 133 requires that all derivative instruments be recorded on the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, depending on the type of hedge transaction. For fair value hedge
transactions hedging changes in the fair value of an asset, liability, or firm
commitment, changes in the fair value of the derivative instrument will
generally be offset in the income statement by changes in the hedged item's fair
value. For cash flow hedge transactions hedging the variability of cash flows
related to a variable-rate asset, liability, or a forecasted transaction,
changes in the fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that are
reported in other comprehensive income will be reclassified to earnings in the
periods in which earnings are impacted by the variability of the cash flows of
the hedged item. For hedge transactions of net investments in foreign
operations, changes in fair value of the derivative instrument will be recorded
in the cumulative translation adjustment account within equity. The ineffective
portion of all hedges will be recognized in current period earnings. For
derivatives that do not meet the hedge accounting criteria and, therefore, do
not qualify for hedge accounting, they will be accounted for at fair value with
changes in fair value recorded in the income statement.
At the initial application date of January 1, 2001, Centura recorded
certain transition adjustments as required by SFAS 133. The impact of such
transition adjustments to net income was a gain of approximately $27,000.
Further, the initial application of SFAS 133 resulted in Centura recognizing
$2.6 million of derivative assets and $2.4 million of derivative liabilities in
the consolidated balance sheet. The transition did not result in any adjustments
to accumulated other comprehensive income. The adoption of SFAS 133 may increase
the volatility of reported earnings and other comprehensive income in any given
reporting period. The amount of volatility is based on amounts, positions and
market conditions that exist as of and during any reporting period.
29
In September of 2000, the FASB issued SFAS No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
a replacement of FASB Statement No. 125" ("SFAS 140"). This statement replaces
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." It revises the standard for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS's No. 125's
provisions without reconsideration. Centura adopted the disclosure provisions
related to the securitization of financial assets on December 31, 2000. All
transactions entered into after March 31, 2001 will be accounted for in
accordance with this standard. This adoption is not expected to have a material
impact on the Centura.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See pages 25-27 of the Form 10-K for quantitative and qualitative
disclosures about market risk.
30
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
STATEMENT OF MANAGEMENT RESPONSIBILITY
The Board of Directors and Shareholders
Centura Banks, Inc.
Management of Centura Banks, Inc. and its subsidiaries ("Centura") has
prepared the consolidated financial statements and other information in the
annual report in accordance with generally accepted accounting principles and is
responsible for their accuracy.
In meeting its responsibility, management relies on internal controls,
which include selection and training of qualified personnel, establishment and
communication of accounting and administrative policies and procedures, and
appropriate segregation of responsibilities and programs of internal audits.
These controls are designed to provide reasonable assurance that financial
records are reliable for preparing financial statements and maintaining
accountability for assets and that assets are safeguarded against unauthorized
use or disposition. Such assurance cannot be absolute because of inherent
limitations in internal controls.
Management also recognizes its responsibility to foster a climate in which
corporate affairs are conducted with the highest ethical standards. Centura's
Code of Ethics, furnished to each employee and director, addresses the
importance of open internal communications, potential conflicts of interest,
compliance with applicable laws, including those related to financial
disclosure, the confidentiality of proprietary information and other items.
There is an ongoing program to assess compliance with these policies.
The Audit Committee of Centura's Board of Directors consists solely of
outside directors. The Audit Committee meets periodically with management and
the independent accountants to discuss audit, financial reporting, and related
matters. PricewaterhouseCoopers LLP and the Centura's internal auditors have
direct access to the Audit Committee.
/S/ Michael S. Patterson
- -----------------------
Michael S. Patterson
Chairman of the Board
/S/ Cecil W. Sewell, Jr.
- ------------------------
Cecil W. Sewell, Jr.
Chief Executive Officer
/S/ Steven J. Goldstein
- -----------------------
Steven J. Goldstein
Chief Financial Officer
31
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Centura Banks, Inc.:
In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of income, of shareholders' equity, and of cash
flows present fairly, in all material respects, the financial position of
Centura Banks, Inc. and its subsidiaries (the "Company") at December 31, 2000
and December 31, 1999, and the results of their operations and their cash flows
for each of the three years in the period ended December 31, 2000 in conformity
with accounting principles generally accepted in the United States of America.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
/S/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Charlotte, North Carolina
January 8, 2001
32
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
------------
2000 1999
---- ----
(thousands, except share data)
Assets
Cash and due from banks................................................................ $ 356,602 $ 356,416
Due from banks, interest-bearing....................................................... 14,928 39,279
Federal funds sold..................................................................... 7,547 28,686
Investment securities:
Available for sale (cost of $2,623,159 and $2,794,678, respectively)................ 2,655,612 2,727,514
Held to maturity (fair value of $50,298 and $114,521, respectively)................. 49,493 114,574
Loans, net of unearned income.......................................................... 7,671,691 7,442,238
Less allowance for loan losses...................................................... 104,275 95,500
----------- -----------
Net loans........................................................................... 7,567,416 7,346,738
Mortgage loans held for sale........................................................... 56,907 86,532
Premises and equipment................................................................. 157,959 159,300
Other assets........................................................................... 615,545 527,643
----------- -----------
Total assets........................................................................... $11,482,009 $11,386,682
=========== ===========
Liabilities
Deposits:
Demand, noninterest-bearing......................................................... $ 1,131,121 $ 1,136,119
Interest-bearing.................................................................... 5,871,582 5,882,744
Time deposits over $100............................................................. 704,437 878,189
----------- -----------
Total deposits.................................................................... 7,707,140 7,897,052
Borrowed funds......................................................................... 1,566,611 1,601,238
Long-term debt......................................................................... 1,084,762 904,354
Other liabilities...................................................................... 167,071 124,303
----------- -----------
Total liabilities...................................................................... 10,525,584 10,526,947
----------- -----------
Commitments and contingencies (Note 16) -- --
Shareholders' Equity
Preferred stock, no par value, 25,000,000 shares authorized; none issued............... -- --
Common stock, no par value, 100,000,000 shares authorized; shares issued and
outstanding of 39,427,056 and 39,496,410, respectively................................ 272,119 278,689
Common stock acquired by ESOP.......................................................... - (28)
Retained earnings...................................................................... 669,451 623,870
Unearned compensation.................................................................. (4,084) -
Accumulated other comprehensive income (loss).......................................... 18,939 (42,796)
----------- -----------
Total shareholders' equity............................................................. 956,425 859,735
----------- -----------
Total liabilities and shareholders' equity............................................. $11,482,009 $11,386,682
=========== ===========
See accompanying notes to consolidated financial statements.
33
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
2000 1999 1998
---- ---- ----
(thousands, except share and per share data)
Interest Income
Loans, including fees....................................... $ 709,294 $ 633,179 $ 605,581
Investment securities:
Taxable.................................................... 173,181 159,605 152,808
Tax-exempt................................................. 2,945 5,791 5,372
Short-term investments...................................... 3,139 2,589 3,206
Mortgage loans held for sale................................ 5,634 7,992 8,079
----------- ----------- -----------
Total interest income....................................... 894,193 809,156 775,046
Interest Expense
Deposits.................................................... 311,348 268,864 281,967
Borrowed funds.............................................. 96,758 69,671 61,610
Long-term debt.............................................. 66,009 51,896 38,748
----------- ----------- -----------
Total interest expense...................................... 474,115 390,431 382,325
----------- ----------- -----------
Net Interest Income 420,078 418,725 392,721
Provision for loan losses................................... 31,815 40,828 20,759
----------- ----------- -----------
Net interest income after provision for loan losses......... 388,263 377,897 371,962
Noninterest Income
Service charges on deposit accounts......................... 62,783 63,761 57,490
Credit card and related fees................................ 8,993 9,008 6,992
Other service charges, commissions, and fees................ 37,938 37,924 33,725
Fees for trust services..................................... 10,005 10,340 9,304
Mortgage income............................................. 33,945 25,304 25,141
Other noninterest income.................................... 28,915 25,160 22,587
Securities (losses) gains, net.............................. (36,859) (600) 2,357
----------- ----------- -----------
Total noninterest income.................................... 145,720 170,897 157,596
Noninterest Expense
Personnel................................................... 179,003 171,364 165,190
Occupancy................................................... 23,975 24,688 22,836
Equipment................................................... 24,887 27,404 28,890
Foreclosed real estate losses and related operating 2,358 1,697 1,425
expense, net...............................................
Merger-related and other significant charges................ 28,516 6,858 4,373
Other operating expense..................................... 120,393 120,312 121,198
----------- ----------- -----------
Total noninterest expense................................... 379,132 352,323 343,912
----------- ----------- -----------
Income before income taxes.................................. 154,851 196,471 185,646
Income taxes................................................ 56,096 66,134 63,474
----------- ----------- -----------
NET INCOME.................................................. $ 98,755 $ 130,337 $ 122,172
=========== =========== ===========
Net Income Per Common Share
Basic....................................................... $ 2.49 $ 3.28 $ 3.10
Diluted..................................................... 2.47 3.23 3.03
Average Common Shares Outstanding
Basic....................................................... 39,706,276 39,729,900 39,416,319
Diluted..................................................... 39,985,966 40,368,276 40,331,079
See accompanying notes to consolidated financial statements.
34
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock
Common Stock
Acquired By Retained Unearned
(thousands, except share data) Shares Amount ESOP Earnings Compensation
- ------------------------------------------------------------------------------------------------------------
Balance, December 31, 1997 38,733,682 $281,836 $(251) $443,267 $ --
Comprehensive income:
Net income........................ -- -- -- 122,172 --
Minimum pension liability
adjustment....................... -- -- -- -- --
Unrealized losses on securities,
net of tax....................... -- -- -- -- --
Comprehensive income..............
Common stock issued:
Stock option plans and stock
awards........................... 389,445 6,972 -- -- --
Acquisitions...................... 625,984 6,179 -- 6,353 --
Repurchases of common stock....... (97,813) (5,258) -- -- --
Cash dividends declared........... -- -- -- (32,664) --
Other............................. (453) 2,057 144 -- --
---------- -------- ------------- -------- ------------
Balance, December 31, 1998........ 39,650,845 $291,786 $(107) $539,128 $ --
Comprehensive income:
Net income........................ -- -- -- 130,337 --
Minimum pension liability
adjustment....................... -- -- -- -- --
Unrealized losses on securities,
net of tax....................... -- -- -- -- --
Comprehensive income..............
Common stock issued:
Stock option plans and stock
awards........................... 486,905 10,203 -- -- --
Acquisitions...................... 122,865 8,910 -- (301) --
Repurchases of common stock....... (764,205) (36,385) -- -- --
Cash dividends declared........... -- -- -- (44,556) --
Other............................. -- 4,175 79 (738) --
---------- -------- ------------- -------- ------------
Balance, December 31, 1999........ 39,496,410 $278,689 $ (28) $623,870 $ --
Comprehensive income:
Net income........................ -- -- -- 98,755 --
Minimum pension liability
adjustment....................... -- -- -- -- --
Unrealized gains on securities,
net of tax....................... -- -- -- -- --
Comprehensive income..............
Common stock issued:
Stock option plans and
stock awards............... 339,240 6,082 -- -- --
Restricted stock, net....... 128,049 5,291 -- -- (4,084)
Repurchases of common stock....... (551,800) (20,806) -- -- --
Cash dividends declared........... -- -- -- (53,189) --
Other............................. 15,157 2,863 28 15 --
---------- -------- ------------- -------- ------------
Balance, December 31, 2000........ 39,427,056 $272,119 $ -- $669,451 $(4,084)
========== ======== ============= ======== ============
Accumulated Other
Comprehensive Income (Loss)
Unrealized
Gains/(Losses
on Securities Minimum Total
Available for Pension Shareholders
(thousands, except share data) Sale Liability Equity
- -------------------------------------------------------------------------------------------------
Balance, December 31, 1997 $ 10,385 $ (280) $ 734,957
Comprehensive income:
Net income........................ -- -- 122,172
Minimum pension liability
adjustment....................... -- 198 198
Unrealized losses on securities,
net of tax....................... (1,878) -- (1,878)
--------
Comprehensive income.............. 120,492
Common stock issued:
Stock option plans and stock
awards........................... -- -- 6,972
Acquisitions...................... -- -- 12,532
Repurchases of common stock....... -- -- (5,258)
Cash dividends declared........... -- -- (32,664)
Other............................. -- -- 2,201
----------- ------------- --------
Balance, December 31, 1998........ $ 8,507 $ (82) $ 839,232
Comprehensive income:
Net income........................ -- -- 130,337
Minimum pension liability
adjustment....................... -- 80 80
Unrealized losses on securities,
net of tax....................... (51,301) -- (51,301)
--------
Comprehensive income.............. 79,116
Common stock issued:
Stock option plans and stock
awards........................... -- -- 10,203
Acquisitions...................... -- -- 8,609
Repurchases of common stock....... -- -- (36,385)
Cash dividends declared........... -- -- (44,556)
Other............................. -- -- 3,516
----------- ------------- --------
Balance, December 31, 1999........ $ (42,794) $ (2) $ 859,735
Comprehensive income:
Net income........................ -- -- 98,755
Minimum pension liability
adjustment....................... -- 2 2
Unrealized gains on securities,
net of tax....................... 61,733 -- 61,733
--------
Comprehensive income.............. 160,490
Common stock issued:
Stock option plans and
stock awards............... -- -- 6,082
Restricted stock, net....... -- -- 1,207
Repurchases of common stock....... -- -- (20,806)
Cash dividends declared........... -- -- (53,189)
Other............................. -- -- 2,906
----------- ------------- ----------
Balance, December 31, 2000........ $ 18,939 $ -- $ 956,425
=========== ============= ==========
See accompanying notes to consolidated financial statements.
35
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31,
------------------------
2000 1999 1998
---- ---- ----
(thousands)
Cash Flows From Operating Activities
Net income.............................................................................. $ 98,755 $ 130,337 $ 122,172
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses............................................................... 31,815 40,828 20,759
Depreciation on assets under operating lease............................................ 7,238 13,320 13,030
Depreciation and amortization, excluding depreciation on assets under operating lease... 40,193 46,302 45,022
Deferred income taxes................................................................... 15,048 8,742 9,164
Loan fees deferred, net................................................................. 882 2,798 815
Bond (discount accretion) and premium amortization, net................................. (2,211) 4,872 5,081
Losses (gains) on sales of investment securities........................................ 36,859 600 (2,357)
Loss on sales of foreclosed real estate................................................. 521 442 66
Gain on sales of equipment under lease.................................................. - (2,821) (5,550)
Gain on sale of subsidiary.............................................................. - (4,893) -
Gain on sale of mortgage servicing rights............................................... (14,776) (3,392) -
Proceeds from sales of mortgage loans held for sale..................................... 458,303 845,602 985,494
Originations, net of principal repayments, of mortgage loans held for sale.............. (468,808) (774,640) (1,088,439)
Increase in accrued interest receivable................................................. (6,720) (2,704) (2,643)
(Decrease) increase in accrued interest payable......................................... (1,561) 9,009 4,502
Net change in other assets and other liabilities........................................ 6,338 (70,943) (92,213)
----------- ----------- -----------
Net cash provided by operating activities............................................... 201,876 243,459 14,903
----------- ----------- -----------
Cash Flows From Investing Activities
Net increase in loans................................................................... (221,763) (409,196) (702,836)
Purchases of:
Securities available for sale........................................................ (1,510,224) (1,032,587) (1,294,537)
Securities held to maturity.......................................................... - (26,777) (22,128)
Premises and equipment............................................................... (38,276) (20,770) (19,948)
Other................................................................................ (80,000) (20,000) (20,089)
Proceeds from:
Sales of securities available for sale............................................... 1,337,096 206,765 301,749
Maturities and issuer calls of securities available for sale......................... 364,495 581,581 679,843
Maturities and issuer calls of securities held to maturity........................... 10,584 69,425 139,523
Sales of foreclosed real estate...................................................... 8,521 10,197 8,532
Dispositions of premises and equipment............................................... 12,169 7,409 3,669
Dispositions of equipment utilized in leasing activities............................. - 7,369 22,570
Sale of mortgage servicing rights.................................................... 13,417 8,295 -
Net cash received in mergers, acquisitions, and divestitures............................ 107,146 3,105 32,610
----------- ----------- -----------
Net cash provided (used) by investing activities........................................ 3,165 (615,184) (871,042)
----------- ----------- -----------
Cash flows from Financing Activities
Net (decrease) increase in deposits..................................................... (328,242) 155,680 225,739
Net (decrease) increase in borrowed funds............................................... (34,627) 136,618 421,190
Proceeds from issuance of long-term debt................................................ 535,500 253,637 347,482
Repayment of long-term debt............................................................. (355,064) (83,441) (109,892)
Cash dividends paid..................................................................... (53,189) (44,556) (39,644)
Proceeds from issuance of common stock, net............................................. 6,083 8,340 6,037
Repurchase of common stock.............................................................. (20,806) (36,385) (5,258)
Other................................................................................... - (161) (596)
----------- ----------- -----------
Net cash (used) provided by financing activities........................................ (250,345) 389,732 845,058
----------- ----------- -----------
(Decrease) increase in cash and cash equivalents........................................ (45,304) 18,007 (11,081)
Cash and cash equivalents, beginning of year............................................ 424,381 406,374 417,455
----------- ----------- -----------
Cash and cash equivalents, end of year.................................................. $ 379,077 $ 424,381 $ 406,374
=========== =========== ===========
Supplemental Disclosures of Cash Flow Information
Cash paid during the year for:
Interest............................................................................. $ 475,676 $ 381,422 $ 377,823
Income taxes......................................................................... 38,476 71,408 35,274
Noncash transactions:
Stock issued for acquisitions and other stock issuances, net......................... 8,259 14,647 14,281
Unrealized securities gains (losses), net............................................ 99,617 (81,062) (2,920)
Loans transferred to foreclosed property............................................. 8,518 9,029 8,627
Loans transferred to other assets.................................................... 6,007 - -
Income tax benefit from stock options................................................ 1,661 3,310 1,838
See accompanying notes to consolidated financial statements.
36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
General
The accompanying consolidated financial statements include the accounts of
Centura Banks, Inc. ("Centura") and its wholly-owned subsidiaries, Centura Bank
(the "Bank"), Centura Capital Trust I ("CCTI"), Triangle Capital Trust ("TCT"),
and NCS Mortgage Lending Company ("NCS"). Centura also has a 49 percent
ownership interest in First Greensboro Home Equity, Inc. ("FGHE"), a home equity
mortgage company, that is accounted for under the equity method. The Bank also
has various wholly-owned subsidiaries which in the aggregate represented 11.4
percent of total consolidated assets at December 31, 2000.
Basis of Financial Statement Presentation
The consolidated financial statements have been prepared in conformity with
generally accepted accounting principles. All significant intercompany
transactions are eliminated in consolidation. All prior period financial
information has been restated to include historical information for companies
acquired in transactions accounted for as pooling-of-interests, except as
indicated in Note 3. In preparing the financial statements, management is
required to make estimates and assumptions that affect the reported amounts of
assets and liabilities as of the date of the balance sheets and income
statements for the periods presented. Actual results could differ significantly
from those estimates. Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of the allowance
for loan losses ("AFLL"), the valuation of real estate acquired in connection
with foreclosure or in satisfaction of loans, valuation of retained interests
and the valuation of mortgage servicing rights ("MSRs").
Certain items reported in prior periods have been reclassified to conform
to current period presentation. Such reclassifications had no impact on net
income or shareholders' equity.
Business
The Bank, either directly or through its subsidiaries, provides a wide
range of financial services, including: full-service commercial and consumer
banking services; retail securities brokerage services; insurance brokerage
services covering a full line of personal and commercial lines; mortgage banking
services; commercial and retail leasing; and asset management services. The Bank
principally offers its services through its branch and automated teller network
located throughout North Carolina, South Carolina, and the Hampton Roads region
of Virginia. Services are also provided through alternative delivery channels
that include a centralized telephone operation offering a full line of financial
services and home banking through a telephone network operated by a third party
and connected to the personal computers of customers. Refer to Note 18 for
additional information concerning Centura's lines of business.
The Bank is subject to competition from other depository institutions and
numerous other non-depository institutions offering financial services products.
The Bank is further subject to the regulations of certain federal and state
agencies and undergoes periodic examinations by those regulatory authorities.
CCTI and TCT were established to facilitate the issuance of Capital
Securities as described in detail in Note 11 to the consolidated financial
statements.
NCS specializes in the origination of non-conforming mortgages through
independent mortgage brokers and sells the production in the secondary market or
to FGHE.
Cash and Cash Equivalents
Cash and cash equivalents include cash and due from banks, interest-bearing
balances due from other banks, and federal funds sold.
Investment Securities
Centura's investments are classified based on management's intention as
either held to maturity ("HTM"), available for sale ("AFS"), or trading at the
time of purchase. Debt securities that Centura has the positive intent and the
ability to hold to maturity are classified as HTM and reported at amortized
cost. Debt and equity securities that are bought and held principally for the
purpose of selling them in the near term are classified as trading securities
and reported at fair value, with unrealized gains and losses included in
earnings. Debt and equity securities not classified as either HTM securities or
trading securities are classified as AFS securities and are reported at fair
value, with net unrealized gains or losses excluded from earnings and reported
as a separate component of shareholders' equity, net of applicable taxes.
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued
HTM investment securities are stated at cost, net of the amortization of
premium and the accretion of discount. AFS investment securities are used as a
part of Centura's asset/liability and liquidity management strategy and may be
sold in response to changes in interest rates or prepayment risk, the need to
manage regulatory capital, and other factors.
Securities transactions are recognized on a trade-date basis. The cost of
securities sold is determined on a specific identification basis. Premiums and
discounts are amortized or accreted into income using the level-yield method
over the estimated lives of the assets.
Loans
Substantially all loans accrue interest using the level-yield method based
on the principal amount outstanding. Loan origination fees, net of certain
direct origination costs, are deferred and amortized as an adjustment to
interest income over the estimated life of the related loans using a method that
approximates a constant yield.
Centura originates certain residential mortgage loans with the intent to
sell. Such loans held for sale are included in the accompanying consolidated
balance sheets as a separate component and are carried at the lower of cost or
fair value on an aggregate loan basis as determined by outstanding commitments
from investors or current quoted market prices.
Allowance for Loan Losses
The AFLL represents management's estimate of the amount necessary to absorb
probable incurred losses in the loan portfolio and is established through
provisions for loan losses charged against income. Loans deemed to be
uncollectible are charged against the AFLL, and subsequent recoveries, if any,
are credited to the AFLL. Management believes that the AFLL is adequate.
Management's ongoing evaluation of the adequacy of the AFLL is based on
individual loan reviews, loan loss experience of prior years, economic
conditions in the Bank's market areas, the fair value and adequacy of underlying
collateral, and the growth and risk composition of the loan portfolio. This
evaluation is inherently subjective as it requires material estimates, including
the amounts and timing of future cash flows expected to be received on impaired
loans, which may be susceptible to significant change. Thus, future additions to
the AFLL may be necessary based on the impact of changes in economic conditions
on the Bank's borrowers. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the Bank's AFLL.
Such agencies may require the Bank to recognize additions to the AFLL based on
their judgments about all relevant information available to them at the time of
their examination.
Impaired Loans, Nonaccrual Loans, and Other Real Estate Owned
A loan is considered to be impaired when, based on current information, it
is probable Centura will not receive all amounts due in accordance with the
contractual terms of a loan agreement. The discounted expected cash flow method
is used in determining the fair value of impaired loans, except in cases
involving collateral-dependent loans, in which case the fair value is determined
using the fair value of the collateral. When the ultimate collectibility of an
impaired loan's principal is in doubt, wholly or partially, all cash receipts
are applied to principal. Once the recorded principal balance has been reduced
to zero, future cash receipts are applied to interest income, to the extent any
interest has been foregone, and then they are recorded as recoveries of any
amounts previously charged-off. When this doubt does not exist, cash receipts
are applied under the contractual terms of the loan agreement. The accrual of
interest is generally discontinued on all loans when management has doubts that
principal and interest will be collected in a reasonable period of time.
Generally, open-end credit lines that reach 180 days or more past due and
substantially all other loans that reach 90 days or more past due are placed on
nonaccrual status unless the loan is adequately secured and in the process of
collection. Generally, all loans past due 180 days are placed on nonaccrual
status regardless of security. Recorded accrued interest is reversed or charged-
off.
Interest received on nonaccrual loans is generally applied against
principal or may be reported as interest income depending on management's
judgment as to the collectibility of principal. A loan classified as nonaccrual
is returned to accrual status when the obligation has been brought current, has
performed in accordance with its contractual terms over an extended period of
time, and the ultimate collectibility of the total contractual principal and
interest is no longer in doubt.
Other real estate owned is included in other assets and is comprised of
property acquired through a foreclosure proceeding or acceptance of a deed-in-
lieu of foreclosure. At December 31, 2000 and 1999, the net book value of other
real estate properties was $5.9 million and $6.4 million, respectively.
38
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued
Mortgage Servicing Rights
The rights to service mortgage loans for others are included in other
assets on the consolidated balance sheet. Capitalization of the allocated cost
of MSRs occurs when the underlying loans are sold, securitized or purchased.
Capitalized MSRs are amortized in proportion to and over the period of estimated
net servicing income using a method that is designed to approximate a level-
yield method, taking into consideration the estimated prepayment of the
underlying loans. Capitalized MSRs are evaluated periodically for impairment
based on the excess of the carrying amount of such rights over their fair value.
To determine fair value, MSRs are stratified on the basis of numerous financial
characteristics including servicing fee, maturity, interest rate, repricing
index, etc. Expected cash flows are determined by applying prepayment estimates
to the contractual term of the serviced loans. The fair value is estimated by
discounting these cash flows through the serviced loan's expected maturity date.
The discount rate used is based on market yields and includes a risk premium
reflecting the credit and interest rate risk inherent in each strata of
servicing rights. Cash flows and fair values are calculated over a broad range
of possible interest rate paths that are based on market volatility estimates,
with the reported fair value representing the average value for those interest
rate paths.
Loan Securitizations
From time to time, Centura sells loans to FGHE, which may then be
securitized and sold to third parties. Upon securitization, Centura may receive
a portion of the beneficial interests in the securitized assets in the form of a
subordinated interest (interest-only strips) as partial payment for the loan
sale. These interest-only strips are carried in the investment portfolio as
available for sale securities. The gain or loss recorded on the sale of loans is
dependent upon the allocation of the previous carrying amount of the loans to
the retained interests. The previous carrying amounts are allocated in
proportion to the relative fair values of the assets sold and the retained
interests.
Centura estimates the fair value of the retained interests based upon the
present value of the expected future cash flows. This estimate is subjective in
nature and requires management to make assumptions about anticipated credit
losses, prepayment speeds, forward yield curves, discount rates and other
factors necessary to derive an estimate of fair value. Any excess of the
carrying amount of the retained interest over its fair value results in an
adjustment to the asset with a corresponding offset to shareholders' equity. If
management determines that the difference between the carrying value and fair
value of the retained interest is unrecoverable, the asset is written down
through earnings.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and
amortization. For financial reporting purposes, depreciation expense is computed
by the straight-line method based upon the estimated useful lives of the assets.
Useful lives range between three and forty years for buildings and one and
twenty years for furniture, fixtures and equipment. Leasehold improvements and
assets acquired under capital leases are amortized on a straight-line basis over
the shorter of the life of the leased asset or the lease term. These assets have
depreciable lives ranging between three and thirty years. Expenditures for
maintenance and repairs are charged to expense as incurred and gains or losses
on disposal of assets are reflected in current operations.
Other Assets and Other Liabilities
Intangible assets are principally comprised of goodwill and core deposit
premiums and are included in other assets. Goodwill represents the excess of
cost over the fair value of net assets acquired in purchase acquisitions and is
generally being amortized over 15 years. Core deposit premiums are amortized
over 10 years. At December 31, 2000 and 1999, goodwill, net of accumulated
amortization, was $117.1 million and $114.5 million, respectively. Core deposit
premiums, net of accumulated amortization, were $22.8 million and $20.3 million
at December 31, 2000 and December 31, 1999, respectively.
Negative goodwill, included in other liabilities, represents the excess of
fair value of net assets acquired over cost after recording the liability for
recaptured tax bad debt reserve and reducing the basis in bank premises and
equipment and other noncurrent assets acquired to zero. Negative goodwill is
accreted into earnings on a straight-line basis over a period of ten years, the
period estimated to be benefited. At December 31, 2000 and 1999, negative
goodwill, net of accumulated accretion, was $2.1 million and $3.5 million,
respectively.
Centura has included as other assets equipment under operating lease
contracts. For the years ended December 31, 2000, 1999, and 1998, $2.4 million,
$6.2 million, and $7.5 million, respectively, of net operating lease rental
income was recorded in other noninterest income.
39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued
Also included in other assets is Centura's investment in FGHE, which is
accounted for using the equity method of accounting. At December 31, 2000 and
1999, the investment in FGHE, net of accumulated amortization, was $26.0 million
and $29.7 million, respectively. Included in retained earnings at December 31,
2000 were undistributed losses from FGHE totaling $2.3 million. Undistributed
losses of $1.8 million were recognized in 1999.
Long-lived assets and certain intangibles are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. An impairment loss is recognized if the sum of the
undiscounted future cash flows is less than the carrying amount of the asset.
Those assets to be disposed of are reported at the lower of the carrying amount
or fair value less costs to sell.
Income Taxes
Centura uses the asset and liability method to account for income taxes.
The objective of the asset and liability method is to establish deferred tax
assets and liabilities for the temporary differences between the financial
reporting basis and the income tax basis of Centura's assets and liabilities at
enacted tax rates expected to be in effect when such amounts are realized or
settled.
Net Income Per Share
Basic earnings per common share is calculated by dividing net income by the
weighted-average number of common shares outstanding during each period. Diluted
earnings per common share is based on the weighted-average number of common
shares outstanding during each period plus the maximum dilutive effect of common
stock issuable upon exercise of stock options which totaled 279,690, 638,376,
and 914,760 shares at December 31, 2000, 1999, and 1998 respectively. Dilutive
potential common shares are calculated using the treasury stock method.
Stock-Based Employee Compensation
Most of Centura's employee stock-based compensation plans provide for the
deferral of compensation in exchange for stock options. As allowed under
Statement of Financial Accounting Standards ("SFAS") No. 123, "Accounting for
Stock-Based Compensation" ("SFAS 123"), Centura accounts for its employee stock-
based compensation plans in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees." See Note 13 for the required SFAS 123 pro-forma
disclosures.
Off-Balance Sheet Derivative Financial Instruments
Off-balance sheet derivative financial instruments, such as interest rate
swaps ("swaps"), interest rate floor and cap arrangements ("floors" and "caps,"
respectively), and interest rate futures and options contracts, are available to
Centura to assist in managing its exposure to changes in interest rates. Centura
has principally utilized swaps, floors and caps. The fair value of these off-
balance sheet derivative financial instruments are based on dealer quotes, third
party financial models, and internal pricing analytics. Interest rate swaps,
floors and caps are accounted for on an accrual basis, and the net interest
differential, including premiums paid, if any, is recognized as an adjustment to
interest income or interest expense of the related designated asset or
liability. Centura considers its interest rate swaps to be a synthetic
alteration of an asset or liability as long as (i) the swap is designated with a
specific asset or liability or a finite pool of assets or liabilities; (ii)
there is a high correlation, at inception and throughout the period of the
synthetic alteration, between changes in the interest income or expense
generated by the swap and changes in the interest income or expense generated by
the designated asset or liability; (iii) the notional amount of the swap is less
than or equal to the principal amount of the designated asset or liability or
pools of assets or liabilities; and (iv) the swap term is approximately equal to
the remaining term of the designated asset or liability or pools of assets or
liabilities. If these criteria are not met, then changes in the fair value of
the swap is no longer considered a synthetic alteration and changes in their
fair value are included in other income. The criteria for consideration of a
floor or cap as a synthetic alteration are generally the same as those for a
swap arrangement. See page 42 for a discussion of the accounting for these
derivatives under SFAS 133.
If the swap, floor, or cap arrangements are terminated before their
maturity, the net proceeds received or paid are deferred and amortized over the
shorter of the remaining contract life or the maturity of the designated asset
or liability as an adjustment to interest income or expense. If the designated
asset or liability is sold or matures, the swap agreement is marked to market
and the gain or loss is included with the gain or loss on the sale/maturity of
the designated asset or liability. Changes in the fair value of any undesignated
swaps, floors, and caps would be included in other income in the consolidated
statements of income.
40
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued
Fair Value of Financial Instruments
The following describes the methods and assumptions used by Centura to
estimate the fair value of financial instruments.
Cash and Due From Banks (including interest-bearing), Federal Funds Sold,
and Accrued Interest Receivable -- The fair value of these instruments are
considered to approximate their carrying amounts due to the short-term nature of
these financial instruments.
Investment Securities -- The fair value of investment securities is
estimated based on quoted market prices received from independent third parties.
Loans -- For fair value calculations, loans are categorized by business
purpose and divided into fixed and variable classifications. These
classifications are further segmented into like groups based on financial
characteristics such as maturity, coupon, reprice index, etc. Final maturities
and expected cash flows are determined by applying prepayment estimates to the
contractual term of the loans. The fair values of loans are estimated by
discounting cash flows through the loan's expected maturity date. The discount
rate is based on market yields that include a risk premium reflecting the credit
and interest rate risk inherent in each class of loan. Cash flows and fair
values are calculated over a broad range of possible future interest rate paths
with the reported fair value representing the average value for those interest
rate paths.
Deposits -- The fair value of deposits with no stated maturity, such as
noninterest-bearing demand deposits, interest checking, money market and savings
accounts, are considered to approximate the amount payable on demand at year-
end. The fair value of time deposits is based on the discounted values of
contractual cash flows. The discount rate is estimated using the rates currently
offered for deposits of similar remaining maturities.
Borrowed Funds, Accrued Interest Payable, and Long-term Debt -- The fair
value of borrowed funds and accrued interest payable approximates its carrying
amount due to its short-term nature. The fair value of long-term debt is based
on the discounted value of contractual cash flows. The discount rates are based
on market rates for debt of the same remaining maturities.
Current Accounting Matters
The Financial Accounting Standards Board (FASB) has issued Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities," as amended by SFAS 137 and SFAS 138
(collectively, "SFAS 133"). SFAS 133 is effective for all fiscal quarters of
all fiscal years beginning after June 15, 2000, and accordingly, Centura is
required to adopt SFAS 133 on January 1, 2001.
SFAS 133 requires that all derivative instruments be recorded on the
balance sheet at fair value. Changes in the fair value of derivatives are
recorded each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge transaction
and, if it is, depending on the type of hedge transaction. For fair value hedge
transactions hedging changes in the fair value of an asset, liability, or firm
commitment, changes in the fair value of the derivative instrument will
generally be offset in the income statement by changes in the hedged item's fair
value. For cash flow hedge transactions hedging the variability of cash flows
related to a variable-rate asset, liability, or a forecasted transaction,
changes in the fair value of the derivative instrument will be reported in other
comprehensive income. The gains and losses on the derivative instrument that are
reported in other comprehensive income will be reclassified to earnings in the
periods in which earnings are impacted by the variability of the cash flows of
the hedged item. For hedge transactions of net investments in foreign
operations, changes in fair value of the derivative instrument will be recorded
in the cumulative translation adjustment account within equity. The ineffective
portion of all hedges will be recognized in current period earnings. For
derivatives that do not meet the hedge accounting criteria and, therefore, do
not qualify for hedge accounting, they will be accounted for at fair value with
changes in fair value recorded in the income statement.
At the initial application date of January 1, 2001, Centura recorded
certain transition adjustments as required by SFAS 133. The impact of such
transition adjustments to net income was a gain of approximately $27,000.
Further, the initial application of SFAS 133 resulted in Centura recognizing
$2.6 million of derivative assets and $2.4 million of derivative liabilities in
the consolidated balance sheet. The transition did not result in any adjustments
to accumulated other comprehensive income. The adoption of SFAS 133 may increase
the volatility of reported earnings and other comprehensive income in any given
reporting period. The amount of volatility is based on amounts, positions and
market conditions that exist as of and during any reporting period.
41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -Continued
In September of 2000, the FASB issued SFAS No. 140 "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
a replacement of FASB Statement No. 125" ("SFAS 140"). This statement replaces
SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities." It revises the standard for accounting for
securitizations and other transfers of financial assets and collateral and
requires certain disclosures, but it carries over most of SFAS's No. 125's
provisions without reconsideration. Centura adopted the disclosure provisions
related to the securitization of financial assets on December 31, 2000. All
transactions entered into after March 31, 2001 will be accounted for in
accordance with this standard. This adoption is not expected to have a material
impact on the Centura.
NOTE 2 -- Other Comprehensive Income or Loss
The components of other comprehensive income or loss are summarized below
for the years ended December 31:
2000 1999
---- ----
Tax Tax
Before-Tax (Expense) After-Tax Before-Tax (Expense)
Amount Benefit Amount Amount Benefit
---------------------------------------------------------------------------------------
(thousands)
Unrealized gains (losses) on securities:
Unrealized gains (losses) arising
during period.......................... $ 62,758 $(24,173) $ 38,585 $(81,662) $30,054
Less: Reclassification for realized
(losses) gains.......................... (36,859) 13,711 (23,148) (600) 293
-------- -------- -------- -------- -------
Unrealized gains (losses), net of
reclassification....................... 99,617 (37,884) 61,733 (81,062) 29,761
Minimum pension liability adjustment...... 3 (1) 2 132 (52)
-------- -------- -------- -------- -------
Other comprehensive income (loss)......... $ 99,620 $(37,885) $ 61,735 $(80,930) $29,709
======== ======== ======== ======== =======
1998
----
Tax
After-Tax Before-Tax (Expense) After-Tax
Amount Amount Benefit Amount
-----------------------------------------------------------
Unrealized gains (losses) on securities:
Unrealized gains (losses) arising
during period.......................... $(51,608) $ (563) $ 208 $ (355)
Less: Reclassification for realized
(losses) gains.......................... (307) 2,357 (834) 1,523
-------- ------- ------ -------
Unrealized gains (losses), net of
reclassification....................... (51,301) (2,920) 1,042 (1,878)
Minimum pension liability adjustment...... 80 328 (130) 198
-------- ------- ------ -------
Other comprehensive income (loss)......... $(51,221) $(2,592) $ 912 $(1,680)
======== ======= ====== =======
NOTE 3 -- Mergers, Acquisitions and Divestitures
Centura consummated the following mergers and acquisitions during 2000,
1999, and 1998:
Acquisition Shares
----------- ------
Date Assets Loans Deposits Issued
---- ------ ----- -------- ------
(millions, except shares)
Acquisitions Accounted For As Purchases:
NCS Mortgage Services, LLC, Atlanta, GA....................................... 3/24/00 $ 1 $ -- $ -- --
Wachovia Bank ("Wachovia"), deposit assumption................................ 9/21/00 6 6 138 --
Capital Advisors.............................................................. 1/07/99 $ 1 $ -- $ -- 122,865
Scotland Bancorp, Inc. ("Scotland"), Laurinburg, NC........................... 2/05/99 57 41 40 --
Moore & Johnson, Inc. ("M&J"), insurance agency............................... 1/30/98 $ 3 $ -- $ -- 48,950
NBC Bank, FSB ("NBC"), deposit assumption..................................... 7/24/98 17 4 17 --
Clyde Savings Bank, A Division of the Hometown Bank,
("Clyde"), deposit assumption................................................ 10/15/98 6 -- 6 --
Mergers accounted For As Pooling-of-Interests:
Triangle Bancorp, Inc. ("Triangle"), Raleigh, NC.............................. 2/18/00 $2,317 $1,536 $1,654 11,388,734
First Coastal Bankshares, Inc. ("First Coastal"), Virginia Beach, VA.......... 3/26/99 $ 527 $ 433 $ 380 1,706,875
Pee Dee Bankshares, Inc. ("Pee Dee"), Timmonsville, SC........................ 3/27/98 $ 138 $ 93 $ 125 577,034
Guaranty State Bancorp ("Guaranty"), Durham, NC............................... 4/16/98 103 78 89 849,816
United Federal Savings Bank ("United"), Rocky Mount, NC....................... 9/17/98 302 248 266 1,625,552
For combinations accounted for under the pooling-of-interests method, all
financial data previously reported prior to the date of merger have been
restated as though the entities had been combined for the periods presented
except as indicated otherwise for the Pee Dee transaction discussed below. For
acquisitions accounted for under the purchase method, the financial position and
results of operations of each entity were not included in the consolidated
financial statements until the consummation date of the transaction. The pro
forma results of operations as though Centura had consummated each of the
acquisitions accounted for as purchases as of the beginning of the periods
presented are not presented due to immateriality.
42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 3 -- Mergers, Acquisitions and Divestitures- Continued
Acquisitions Accounted for as Purchases
On March 24, 2000, Centura acquired the loan origination operations of NCS
Mortgage Services, LLC based in Atlanta, Georgia. Assets acquired with the
acquisition totaled approximately $1.0 million and approximately $1.1 million of
goodwill was recorded. The business activities are being conducted within a
subsidiary of Centura, NCS Mortgage Lending Company ("NCS"). NCS specializes in
the origination of non-conforming mortgages through independent mortgage brokers
and sells the production in the secondary market or to FGHE.
On September 21, 2000, Centura purchased four branches from Wachovia,
enhancing Centura's presence in western North Carolina, a vibrant tourist and
resort market. Centura assumed approximately $5.9 million in loans and $138.3
million in deposits. Goodwill and core deposit premiums of approximately $21.5
million were recorded as a result of the acquisition.
On January 7, 1999, Centura acquired Capital Advisors of North Carolina,
LLC, Capital Advisors of South Carolina, Inc., Capital Advisors of Mississippi,
Inc., Selken, Inc., and Capital Advisors, Inc., collectively referred to as
Capital Advisors. With this transaction, Capital Advisors became a wholly-owned
subsidiary of Centura Bank. Capital Advisors, with offices in North Carolina,
South Carolina, Georgia, and Mississippi, is engaged in the business of
commercial real estate financing and consulting primarily through brokering and
servicing commercial mortgage loans. Approximately $14.8 million of goodwill was
recorded in other assets on the consolidated balance sheet as a result of this
purchase.
On February 5, 1999, Centura completed the acquisition of Scotland, based
in Laurinburg, North Carolina. Goodwill of approximately $6.6 million was
recorded in other assets on the consolidated balance sheet.
On January 30, 1998, Centura consummated the acquisition of M&J, an
insurance agency with its principal operations in Raleigh, North Carolina. M&J
added approximately $3.0 million in assets and $3.2 million of goodwill.
On July 24, 1998, Centura assumed approximately $17.0 million of deposits
and $4.0 million of loans from NBC. The transaction added approximately $1.7
million to goodwill and complemented existing supermarket and traditional
banking center locations.
On October 15, 1998, Centura consummated a deposit assumption from Clyde.
In the transaction, Centura assumed approximately $6.0 million of deposits from
Clyde's branch office located in Franklin, North Carolina. Goodwill of $358,000
was recorded.
Mergers Accounted for as Pooling-of-Interests
On February 18, 2000, Centura merged with Triangle, a Raleigh, North
Carolina based bank holding company. Centura issued approximately 11.4 million
shares to effect the combination and each Triangle shareholder received 0.45
shares of Centura common stock in exchange for each Triangle share. Triangle had
assets of approximately $2.3 billion and operated 71 locations throughout North
Carolina. In connection with this combination, Centura incurred merger-related
and other significant charges of $49.0 million, before tax, of which $22.1
million were securities losses incurred as a result of restructuring Triangle's
investment portfolio. Historical financial information presented in these
consolidated financial statements has been restated to include the accounts and
results of operations of Triangle.
On March 26, 1999, Centura merged with First Coastal, headquartered in
Virginia Beach, Virginia. Each share of First Coastal common stock was exchanged
for 0.34 shares of Centura common stock. This combination increased Centura's
presence in the Hampton Roads region of Virginia by 18 banking centers. In
connection with the merger, Centura recorded pre-tax, merger-related charges of
$8.4 million.
Included in the above merger-related expenses were severance and
termination-related accruals, respectively, costs of the transactions, and the
write-off of certain assets deemed to have no ongoing benefit to Centura. The
severance costs included payments to be made in connection with the involuntary
termination of 255 Triangle employees and 65 First Coastal employees who were
specifically identified and notified of their termination and severance
benefits.
43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 3 -- Mergers, Acquisitions and Divestitures- Continued
The following table presents the historical results of operations for
Centura and Triangle and the consolidated results of operations after giving
effect to the merger to assume that the respective mergers consummated on the
last day in the year prior to the year of actual consummation:
- --------------------------------------------------------------------------------------------------------
Historical
-------------------------
Centura and Triangle
Centura Triangle Proforma Combined
- --------------------------------------------------------------------------------------------------------
(In thousands, except share data)
Year ended December 31, 1999
Net interest income, after provision........ $306,489 $71,408 $377,897
Noninterest income.......................... 152,693 20,221 170,897*
Noninterest expense......................... 302,063 51,619 352,323*
Net income.................................. 104,028 26,707 130,337*
Net income per common share:
Basic....................................... $ 3.66 $ 1.06 $ 3.28
Diluted..................................... 3.62 1.04 3.23
Year ended December 31, 1998
Net interest income, after provision........ $302,447 $69,515 $371,962
Noninterest income.......................... 140,521 18,456 157,596*
Noninterest expense......................... 290,397 54,896 343,912*
Net income.................................. 100,314 21,858 122,172
Net income per common share:
Basic....................................... $ 3.57 $ 0.87 $ 3.10
Diluted..................................... 3.50 0.84 3.03
-------- ------- --------
________________________________
* Reflects intercompany eliminations and adjustments made to conform accounting
policies between the combined entities.
The following table summarizes activity for merger-related charges for the
year ended December 31, 2000 related to the first quarter 2000 merger with
Triangle and the first quarter 1999 merger with First Coastal:
- ------------------------------------------------------------------------------------------------------------------------------------
Initial Liability Liability Amount
Accrued Balance Accrued Utilized in Remaining
Liability 12/31/99 in 2000* 2000 Balance
- ------------------------------------------------------------------------------------------------------------------------------------
(thousands)
Severance, change in control and other employee-related $ 770 $ 424 $ 7,582 $ 7,375 $ 631
costs.................................................
Write-off of unrealizable assets....................... 1,259 200 634 834 -
Non-employee related contract terminations............. 2,071 317 1,483 1,066 734
Professional costs..................................... 1,683 - 10,122 10,122 -
Other merger-related expenses.......................... 1,075 - 7,022 6,187 835
- ------------------------------------------------------------------------------------------------------------------------------------
Merger-related expenses................................ $ 6,858 $ 941 $ 26,843 $ 25,584 $ 2,200
====================================================================================================================================
* Does not include $1.7 million for fixed asset write-offs incurred as a result
of the unexpected Hannaford in-store closings.
On March 27, 1998, Centura completed its merger with Pee Dee. Under the
terms of the agreement, the shareholders of Pee Dee received 577,034 shares of
Centura common stock for the issued and outstanding common shares of Pee Dee.
Although the transaction was accounted for as a pooling-of-interests, the merger
was not material and accordingly, prior period financial statements have not
been restated.
On April 16, 1998, Centura merged with Guaranty, a Durham, North Carolina
based bank with assets of approximately $103 million. The combination was
effected through the issuance of 849,816 shares of Centura common stock
representing an exchange of 0.95 shares of Centura common stock for each
outstanding share of Guaranty common stock. The combination was accounted for as
a pooling-of-interests.
On September 17, 1998, Centura merged with United. United operated 13
offices in Rocky Mount, North Carolina. Each share of United common stock was
exchanged for 0.49 shares of Centura common stock. This pooling added $248.0
million and $266.0 million to Centura's loan and deposit portfolios,
respectively.
On September 30, 1999, Centura sold its technology leasing subsidiary, CLG,
Inc. The pretax net gain recorded on this sale was $4.9 million.
44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 4 -- Investment Securities
A summary of investment securities by type at December 31 follows:
2000 1999 1998
---- ---- ----
Amortized Unrealized Unrealized Fair Value Amortized Unrealized Unrealized Fair Amortized
Cost Gains Losses Cost Gains Losses Value Cost
-------------------------------------------------------------------------------------------------
Held To Maturity:
U.S. Treasury.................. $ 24,944 $ 265 $ - $ 25,209 $ 24,900 $ 124 $ - $ 25,024 $ 36,849
U.S. government agencies and 3,932 120 - 4,052 43,786 108 127 43,767 83,144
corporations..................
Mortgage-backed securities..... - - - - 16,827 - 401 16,426 21,274
State and municipal............ 20,000 421 1 20,420 26,686 317 46 26,957 42,158
Other securities............... 617 - - 617 2,375 6 34 2,347 1,480
---------- ------- ------- ---------- ---------- ------- ------- ---------- ----------
Total held to maturity......... $ 49,493 $ 806 $ 1 $ 50,298 $ 114,574 $ 555 $ 608 $ 114,521 $ 184,905
========== ======= ======= ========== ========== ======= ======= ========== ==========
Available For Sale:
U.S. Treasury.................. $ 103,225 $ 750 $ 7 $ 103,968 $ 125,514 $ 39 $ 420 $ 125,133 $ 168,784
U.S. government agencies and
corporations.................. 514,750 17,173 - 531,923 294,072 4,072 5,864 292,280 259,240
Mortgage-backed securities..... 1,124,234 19,469 2,484 1,141,219 1,600,572 1,296 46,046 1,555,822 1,492,355
Asset-backed securities........ 112,556 908 212 113,252 215,351 49 2,978 212,422 178,258
State and municipal............ 16,018 70 46 16,042 87,924 36 5,598 82,362 73,340
Common stock................... 67,786 318 1,642 66,462 63,573 10,641 1,436 72,778 54,359
Other securities............... 684,590 9,117 10,961 682,746 407,672 - 20,955 386,717 299,191
---------- ------- ------- ---------- ---------- ------- ------- ---------- ----------
Total available for sale....... $2,623,159 $47,805 $15,352 $2,655,612 $2,794,678 $16,133 $83,297 $2,727,514 $2,525,527
========== ======= ======= ========== ========== ======= ======= ========== ==========
The following is a summary of investment securities by contractual
maturity at December 31, 2000:
Held to Maturity Available for Sale
Amortized Cost Fair Value Amortized Cost Fair Value
---------------------------------------------------------
(thousands)
Due in one year or less................................. $ 3,203 $ 2,603 $ 66,987 $ 67,220
Due after one year through five years................... 36,843 37,350 602,412 620,541
Due after five years through ten years.................. 6,539 6,746 83,027 80,139
Due after ten years..................................... 2,908 3,599 566,157 566,779
Mortgage-backed and asset-backed securities............. - - 1,236,790 1,254,471
Common stock............................................ - - 67,786 66,462
------- ------- ---------- ----------
Total................................................... $ 49,493 $ 50,298 $ 2,623,159 $ 2,655,612
======= ======= ========== ==========
At December 31, 2000 and 1999, investment securities with book values of
approximately $1.3 billion and $1.4 billion, respectively, were pledged to
secure public funds on deposit and for other purposes required by law or
contractual arrangements. Securities collateralized in repurchase agreements as
set forth in Note 10 have been transferred to a third party or are maintained in
segregated accounts.
During 2000, gross realized gains and losses of $5.1 million and $42.0
million, respectively, were generated from sales of securities. Centura
performed two restructurings of its investment portfolio during 2000. In the
second quarter of 2000, Centura incurred losses of $22.1 million related to the
restructuring of Triangle's investment portfolio, undertaken to conform the
interest rate risk position of the Triangle investment portfolio to the overall
risk position of Centura. During the third quarter of 2000, Centura
restructured portions of its own investment portfolio, taking advantage of the
current interest rate environment to replace lower yielding securities.
Realized losses from this second restructuring were $13.1 million. Gross gains
of $3.6 million and $3.0 million and gross losses of $4.2 million and $638,000
were realized during 1999 and 1998, respectively.
45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 4 -- Investment Securities- Continued
During the fourth quarter of 2000, Centura sold a portion of its
residential mortgage loans servicing released to FGHE, and such loans were
included in a securitization transaction whereby Centura received a retained
interest as part of the proceeds from the loan sale. As a result, Centura
recognized a gain of approximately $720,000. The amount of the retained
interests (based on the allocation of the previous carrying amounts) recorded on
the date of sale amounted to $12.6 million. There was no change in the carrying
amount of the retained interest between the date the asset was recorded and
December 31, 2000, due to the timing of the sale. The fair value of the retained
interest at December 31, 2000 amounted to $12.8 million. On the date of the
securitization, the prepayment speed utilized to measure the retained interests
was 18 CPR for approximately 55 percent of the portfolio securitized, 30 CPR for
approximately 21 percent of the portfolio and a ramp assuming CPR accelerates
from 4 percent to 25 percent over a 12 month period for the remaining 24 percent
of the portfolio. Other key economic assumptions used to measure the retained
interests at the date of the securitization were:
Weighted-average life 4.14 years
Expected credit losses Ranging between 1.8% and 11.5% per year
Residual cash flows discounted at 13.25 %
The following table illustrates the hypothetical effect on the current fair
value of the retained interests due to an immediate 10% and 20% change from the
expected levels of each of the key assumptions above ($ in millions):
Prepayment speed
Impact on fair value of 10% adverse change $(0.2)
Impact on fair value of 20% adverse change (0.5)
Expected credit losses
Impact on fair value of 10% adverse change $(0.4)
Impact on fair value of 20% adverse change (0.9)
Residual cash flows discount rate
Impact on fair value of 10% adverse change $(0.5)
Impact on fair value of 20% adverse change (1.1)
The above sensitivities are hypothetical and should be used with caution.
As the figures indicate, changes in fair value based on a 10 percent or 20
percent variation in assumptions generally cannot be extrapolated because the
relationship of the change in assumption to the change in fair value may not be
linear. Also, in this table, the effect of a variation in a particular
assumption on the fair value of the retained interest is calculated without
changing any other assumption; in reality, changes in one factor may result in
changes in another, which could magnify or counteract the sensitivities.
NOTE 5 -- Loans
Most of Centura's loans are with customers located in North Carolina, South
Carolina and the Hampton Roads region of Virginia. A summary of loans at
December 31 follows:
2000 1999
---- ----
(thousands)
Commercial, financial, and agricultural................ $ 2,067,962 $ 1,759,546
Consumer............................................... 571,375 587,590
Real estate -- mortgage................................ 3,646,786 3,768,756
Real estate -- construction and land development....... 1,025,597 942,719
Leases................................................. 254,858 292,672
Other.................................................. 105,113 90,955
---------- ----------
Total loans, net of unearned income.................... $ 7,671,691 $ 7,442,238
========== ==========
Included In The Above:
Nonaccrual loans....................................... $ 48,475 $ 29,415
Accruing loans past due ninety days or more............ 12,338 14,366
46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 5 -- Loans-Continued
Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balance of these loans at
December 31, 2000, 1999 and 1998 amounted to $2.9 billion, $3.1 billion and $3.3
billion, respectively. During 2000, Centura sold $2.1 billion of its mortgage
servicing portfolio. Centura continues to subservice these loans under an
agreement that extends through March 2001.
During the fourth quarter of 2000, Centura transferred approximately $6.0
million in nonperforming loans to other assets as management intends to sell
such loans.
For the years ended December 31, 2000, 1999, and 1998, the interest income
that would have been recorded on nonaccrual loans had they performed in
accordance with their original terms amounted to approximately $2.6 million,
$2.3 million and $2.7 million, respectively. Interest income on all such loans
included in the results of operations amounted to approximately $901,000,
$668,000, and $718,000 during 2000, 1999, and 1998, respectively.
In the normal course of business, Centura extends credit to FGHE at
prevailing interest rates and at terms similar to those granted in arms-length
transactions. At December 31, 2000 and 1999, total loans outstanding to FGHE
were $43.6 million and $34.0 million, respectively, and are included in the
consolidated balance sheets.
The Bank makes loans to executive officers and directors of Centura and the
Bank and to their associates. It is management's opinion that such loans are
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with unrelated
persons and do not involve more than normal risk of collectibility.
NOTE 6 -- Allowance for Loan Losses
A summary of changes in the allowance for loan losses follows:
2000 1999 1998
---- ---- ----
(thousands)
AFLL at beginning of year.................... $ 95,500 $ 91,894 $ 86,373
AFLL related to loans transferred or sold.... (368) (556) --
Allowance for acquired loans................. -- 605 2,068
Provision for loan losses.................... 31,815 40,828 20,759
Charge-offs.................................. (28,161) (41,044) (21,263)
Recoveries on loans previously charged-off... 5,489 3,773 3,957
-------- -------- -------
Net Charge-offs.............................. (22,672) (37,271) (17,306)
-------- -------- -------
AFLL at end of year.......................... $ 104,275 $ 95,500 $ 91,894
======== ======== =======
The following tables summarize individually impaired loan information as of
December 31:
2000 1999
---- ----
(thousands)
Individually impaired loans with related allowance.......... $ 22,553 $ 11,802
Individually impaired loans with no related allowance....... 10,327 3,861
------- -------
Total individually impaired loans........................... $ 32,880 $ 15,663
======= =======
Allowance on individually impaired loans.................... $ 11,659 $ 6,543
2000 1999 1998
---- ---- ----
(thousands)
Cash basis interest income.................... $ 155 $ 141 $ 150
Average impaired loan balance................. 24,109 24,160 19,745
47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 7 -- Mortgage Servicing Rights
A summary of capitalized MSRs follows:
2000 1999
---- ----
(thousands)
Balance at beginning of year.......................................................................... $ 35,916 $36,334
MSRs capitalized...................................................................................... 4,354 13,203
MSRs amortized........................................................................................ (4,243) (9,285)
Sale of MSRs.......................................................................................... (29,510) (4,336)
-------- -------
Balance at end of year................................................................................ $ 6,517 $35,916
======== =======
The fair value of capitalized MSRs at December 31, 2000 and 1999 was
approximately $10.7 million and $62.9 million, respectively. No valuation
allowance for capitalized MSRs was required during the years ended December 31,
2000 and 1999.
During the third quarter of 2000 Centura sold a portion of its mortgage
servicing portfolio, realizing a net gain of $13.1 million. The unpaid principal
balance of the mortgage servicing portfolio sold amounted to approximately
$2.1 billion.
NOTE 8 -- Premises and Equipment
Premises and equipment at December 31 are summarized as follows:
2000 1999
---- ----
(thousands)
Land.................................................................................................. $ 23,002 $ 25,569
Buildings............................................................................................. 92,009 103,011
Buildings and equipment under capital lease........................................................... 2,017 2,017
Leasehold improvements................................................................................ 19,536 21,904
Furniture, fixtures, and equipment.................................................................... 145,872 135,964
Construction in progress.............................................................................. 9,820 3,310
-------- --------
Total................................................................................................. 292,256 291,775
Less: accumulated depreciation and amortization....................................................... 134,297 132,475
-------- --------
Total premises and equipment.......................................................................... $157,959 $159,300
======== ========
Depreciation and amortization on premises and equipment, included in
operating expenses, amounted to $20.5 million, $20.9 million, and $21.9 million
in 2000, 1999, and 1998, respectively.
Centura is obligated under a number of noncancelable operating leases for
banking premises with termination dates that extend up to seventeen years.
Centura is also obligated under short-term equipment leases, which are generally
cancelable upon thirty to ninety days written notice. Most of the leases for
bank premises provide that Centura pay taxes, maintenance, insurance, and other
expenses. It is expected that in the normal course of business, leases that
expire will be renewed or replaced by other leases.
At December 31, 2000, future minimum lease payments under noncancelable
operating leases were as follows (thousands):
2001................................................................................................................... $ 9,453
2002................................................................................................................... 7,628
2003................................................................................................................... 5,404
2004................................................................................................................... 4,388
2005................................................................................................................... 4,208
Thereafter............................................................................................................. 16,846
-------
Total minimum lease payments........................................................................................... $47,927
=======
Rent expense charged to operations for the years ended December 31, 2000,
1999 and 1998 is presented below:
2000 1999 1998
---- ---- ----
(thousands)
Bank premises........................................................................ $ 9,678 $ 9,412 $ 8,636
Equipment............................................................................ 2,939 2,679 3,446
------- ------- -------
Total rent expense................................................................... $12,617 $12,091 $12,082
======= ======= =======
48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
Note 9 -- Deposits
At December 31, 2000, the scheduled maturities of time deposits were
(thousands):
2001.............................................................. $ 2,167,664
2002.............................................................. 929,886
2003.............................................................. 251,329
2004.............................................................. 66,614
2005 and thereafter............................................... 202,557
----------
Total time deposits............................................... $ 3,618,050
==========
Note 10 -- Borrowed Funds
At December 31, borrowed funds consisted of the following:
2000 1999
---------- ----------
(thousands)
Federal funds purchased and securities sold under agreements to repurchase............................ $ 1,174,981 $ 1,149,038
Master notes.......................................................................................... 324,893 315,829
Federal Home Loan Bank ("FHLB") Advances.............................................................. 25,000 100,000
U.S. Treasury demand note............................................................................. 31,737 25,959
Other................................................................................................. 10,000 10,412
---------- ----------
Total borrowed funds.................................................................................. $ 1,566,611 $ 1,601,238
========== ==========
At December 31, 2000, the Bank had $2.2 billion in total federal funds
lines available. Federal funds purchased have maturities that range between
maturing overnight to nine months. Maturities for outstanding repurchase
agreements range from overnight to two months. Securities collateralizing
repurchase agreements have been transferred to a third party or are held in
segregated accounts. Master notes are issued by Centura under a master agreement
with a term not to exceed 270 days and mature on a daily basis. The Bank's U.S.
Treasury demand note is payable on demand and interest on borrowings under this
arrangement is payable at 0.25 percent below the weekly federal funds rate as
quoted by the Federal Reserve.
At December 31, 2000, $50 million of unused borrowings under an unsecured
line of credit from a nonaffiliated bank was available to Centura to provide for
general liquidity needs. The rate on this line was 6.81 percent at year-end.
This line is renewed on an annual basis.
The following table presents certain information for federal funds
purchased and securities sold under agreements to repurchase and master notes:
2000 1999 1998
---- ---- ----
(dollars in thousands)
Federal Funds Purchased and Securities Sold Under Agreements To
Repurchase:
Amount outstanding at December 31.................................................... $1,174,981 $1,149,038 $1,151,349
Average outstanding balance.......................................................... 1,199,143 1,028,347 815,676
Highest balance at any month-end..................................................... 1,317,542 1,232,305 1,212,367
Interest expense..................................................................... 75,675 51,781 43,891
Approximate Weighted-Average Interest Rate:
During the year...................................................................... 6.31% 5.04% 5.38%
End of year.......................................................................... 6.13 5.09 5.14
Master Notes:
Amount outstanding at December 31.................................................... $ 324,893 $ 315,829 $ 291,126
Average outstanding balance.......................................................... 318,230 306,107 242,562
Highest balance at any month-end..................................................... 342,010 325,809 300,199
Interest expense..................................................................... 15,544 12,752 11,195
Approximate Weighted-Average Interest Rate:
During the year...................................................................... 4.88% 4.17% 4.62%
End of year.......................................................................... 4.85 4.57 4.03
49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 11 -- Long-Term Debt
Long-term debt consisted of the following at December 31:
2000 1999
----- ----
(thousands)
Federal Home Loan Bank advances....................................................................... $ 839,111 $658,397
Capital Securities.................................................................................... 119,955 119,954
Bank notes............................................................................................ 125,000 125,000
Obligations under capitalized leases.................................................................. 696 908
Other................................................................................................. - 95
---------- --------
Total long-term debt.................................................................................. $1,084,762 $904,354
========== ========
Centura's maximum borrowing capacity with the FHLB is limited to 21 percent
of Centura Bank's total assets. At December 31, 2000, advances from the FHLB
amounted to $864.1 million. Of the amount advanced at year-end, $839.1 million
and $25.0 million were classified as long-term debt and short-term borrowings,
respectively. At December 31, 2000, FHLB advances had maturities of up to 19
years with interest rates ranging between 1.0 percent and 6.7 percent. At
December 31, 1999, FHLB advances had maturities of up to 19 years with interest
rates ranging between 1.0 percent and 6.6 percent. Centura has a blanket
collateral agreement with the FHLB whereby Centura maintains, free of other
encumbrances, qualifying mortgages (as defined) with unpaid principal balances
at least equal to, when discounted at 75 percent of the unpaid principal
balance, 100 percent of the FHLB advances. Also, as a requirement for membership
with the FHLB, Centura must invest in FHLB stock in an amount equal to the
greater of 1 percent of its mortgage related assets or 5 percent of its
outstanding FHLB advances. At December 31, 2000 and 1999, Centura owned 431,745
shares and 387,241 shares, respectively, of $100 par value FHLB stock. This
stock is pledged as collateral against any advances extended to Centura by the
FHLB.
The Bank has the ability to issue debt up to a maximum of $1.0 billion
under an offering by the Bank to institutional investors of unsecured bank notes
that have maturities that can range from 30 days and beyond from the date of
issue. Each bank note would be a direct, unconditional, and unsecured general
obligation solely of the Bank and would not be an obligation of or guaranteed by
Centura. Interest rate and maturity terms would be negotiated between the Bank
and the purchaser, within certain parameters set forth in an offering circular.
As of December 31, 2000 and 1999, there were $125.0 million of 6.5 percent, 10
year subordinated bank notes outstanding.
In June 1997, CCTI, a wholly-owned statutory business trust of Centura,
issued $100.0 million of Capital Securities maturing June 2027 ("Capital
Securities") bearing an interest rate of 8.845 percent. CCTI also issued $3.1
million of common securities to Centura. CCTI invested the proceeds of $103.1
million, generated from the Capital Securities and common securities issuances,
in 8.845 percent junior subordinated deferrable interest debentures ("junior
debentures") issued by Centura, which upon consolidation are eliminated. The
junior debentures, with a maturity of June 2027, are the primary assets of CCTI.
With respect to the Capital Securities, Centura has irrevocably and
unconditionally guaranteed CCTI's obligations.
Also in June 1997, TCT, a wholly-owned statutory business trust of Centura,
issued $20.0 million of 9.375 percent Capital Securities maturing in June 2027.
The proceeds from this issuance were used by TCT to purchase junior debentures
issued by Centura, which upon consolidation are eliminated. The junior
debentures are the sole assets of TCT. As with the Capital Securities described
above, Centura has irrevocably and unconditionally guaranteed the obligations of
TCT.
The Capital Securities discussed above are included in tier 1 capital for
regulatory capital adequacy requirements.
At December 31, 2000, maturities of long-term debt were as follows
(thousands):
2001............................................................................ $ 229,812
2002............................................................................ 403,683
2003............................................................................ 93
2004............................................................................ 107
2005............................................................................ 41
Thereafter...................................................................... 451,026
----------
Total........................................................................... $1,084,762
==========
50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 12 -- Benefit Plans
Centura sponsors a noncontributory, qualified defined benefit pension plan,
a postretirement benefit plan, and defined contribution plans (401(k)) for the
benefit of its employees. Centura also has an Omnibus Supplemental Executive
Retirement Plan ("SERP") which provides various officers with certain benefits
in excess of Centura's standard pension plan.
The following table displays a reconciliation of the changes in the benefit
obligation and the changes in the fair value of plan assets as well as a
statement of the funded status of the plans as of December 31:
Pension Plan Benefits Postretirement Benefits SERP Benefits
--------------------- ------------------------ -------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
(thousands)
-----------
Reconciliation of Benefit Obligation
Net benefit obligation, January 1........................... $41,570 $43,329 $ 6,291 $ 5,507 $ 13,207 $ 12,801
Service cost................................................ 2,695 2,884 240 282 1,109 906
Interest cost............................................... 3,119 3,061 461 420 976 909
Participant contributions................................... -- -- 260 197 -- --
Plan amendments............................................. -- -- -- -- (4,250) (491)
Actuarial loss/(gain)....................................... 464 (3,230) 44 420 3,194 (198)
Benefits paid............................................... (3,785) (4,474) (595) (535) (862) (720)
------- ------- ------- ------- -------- --------
Net benefit obligation, December 31......................... $44,063 $41,570 $ 6,701 $ 6,291 $ 13,374 $ 13,207
======= ======= ======= ======= ======== ========
Reconciliation of Fair Value of Plan Assets*
Fair value, January 1....................................... $36,529 $34,597 $ -- $ -- $ -- $ --
Actual return on plan assets................................ (260) 4,061 -- -- -- --
Employer contributions...................................... 3,966 2,345 335 338 862 720
Participant contributions................................... -- -- 260 197 -- --
Benefits paid............................................... (3,785) (4,474) (595) (535) (862) (720)
------- ------- ------- ------- -------- --------
Fair value, December 31..................................... $36,450 $36,529 $ -- $ -- $ -- $ --
======= ======= ======= ======= ======== ========
Funded Status
Funded status, December 31.................................. $(7,614) $(5,041) $(6,701) $(6,291) $(13,374) $(13,207)
Unrecognized net transition obligation/(asset).............. 1 (104) 2,663 2,885 -- --
Unrecognized prior service cost............................. 2,168 2,406 143 159 (3,200) 348
Unrecognized actuarial loss/(gain).......................... 7,727 3,809 342 298 4,383 2,470
------- ------- ------- ------- -------- --------
Net amount recognized....................................... $ 2,282 $ 1,070 $(3,553) $(2,949) $(12,191) $(10,389)
======= ======= ======= ======= ======== ========
_____________
* The assets of the pension plan are invested primarily in mutual funds and
corporate bonds and debentures.
The following table sets forth amounts recognized in the consolidated
financial statements for the years ended December 31:
Pension Plan Benefits Postretirement Benefits SERP Benefits
--------------------- ----------------------- -------------
2000 1999 2000 1999 2000 1999
---- ---- ---- ---- ---- ----
(thousands)
---------
Accrued benefit liability................................... $ - $ -- $(3,553) $(2,949) $(12,284) $(10,774)
Prepaid benefit cost........................................ 2,282 1,070 - -- - --
Intangible asset............................................ - -- - -- 92 383
Accumulated OCI............................................. - -- - -- - 2
------ --------- ------- ------- -------- --------
Net amount recognized....................................... $2,282 $ 1,070 $(3,553) $(2,949) $(12,192) $(10,389)
====== ========= ======= ======= ======== ========
The components of net periodic pension cost for the years ended December 31
are as follows:
Pension Plan Benefits Postretirement Benefits SERP Benefits
--------------------- ----------------------- -------------
2000 1999 1998 2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
(thousands)
Service cost....................... $ 2,695 $ 2,884 $ 2,717 $ 240 $ 282 $ 214 $ 1,109 $ 906 $ 975
Interest cost...................... 3,119 3,061 2,723 461 420 354 976 909 829
Expected return on assets.......... (3,193) (3,166) (2,714) -- -- -- -- -- --
Amortization of:
Transition asset............... (105) (107) (106) 222 222 222 -- -- --
Prior service cost............. 238 239 238 16 15 16 (701) 95 236
Actuarial loss/(gain).......... -- 158 111 -- -- -- 1,279 (19) 238
--------- ------- ------- ----- ----- ----- ------- ------- -------
Net periodic benefit cost $ 2,754 $ 3,069 $ 2,969 $ 939 $ 939 $ 806 $ 2,663 $ 1,891 $ 2,278
========= ======= ======= ===== ===== ===== ======= ======= =======
51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 12 -- Benefit Plans- Continued
In accounting for the above plans, the following assumptions were used:
Pension Plan Benefits Postretirement Benefits SERP Benefits
------------------------ -------------------------- -------------------
2000 1999 1998 2000 1999 1998 2000 1999 1998
---- ---- ---- ---- ---- ---- ---- ---- ----
(thousands)
Weighted-average discount rate.......... 7.50% 7.50% 7.00% 7.50% 7.50% 7.00% 7.50% 7.50% 7.00%
Expected return on plan assets.......... 8.50 8.50 8.50 -- -- -- -- -- --
Rate of compensation increase........... 5.50 5.50 5.50 -- -- -- 5.50 5.50 5.50
Assumed health care cost trend rate..... -- -- -- 5.50 5.50 5.50 -- -- --
The health care cost trend rate assumption may have a significant effect on
the amount reported. Increasing or decreasing the assumed health care cost trend
rate by one percentage point would have the following impact:
1% Increase 1% Decrease
----------- -----------
Effect on:
Service and interest cost components of net periodic
postretirement benefit cost............................... .$903 $(801)
Accumulated postretirement benefit obligation............... 12,035 (10,797)
In addition to the expense incurred with the above plans, Centura also
incurs expense for other employee benefit plans. The amounts expensed for these
plans for the years ended December 31 are as follows:
2000 1999 1998
------- ------- -------
(thousands)
401(k) plans......................................................................... $ 3,965 $ 2,958 $ 3,002
Sales commissions.................................................................... 14,646 14,348 15,059
EVA-based incentive compensation..................................................... 2,956 -- 4,756
----------- --------- ---------
Total................................................................................ $ 21,567 $ 17,306 $ 22,817
=========== ========= =========
Centura's sales incentive plan rewards all sales officers for the value of
products and services sold after covering the costs of their individual
salaries, benefits, and other direct costs of producing new business. The
Economic Value Added ("EVA(R)/1/") incentive program provides for a total EVA
incentive pool for all non-sales employees based upon meeting EVA targets.
Calculation of the target incorporates the ability of current net operating
profits after tax to cover the annual cost of capital utilized. Other
miscellaneous bonus and incentive awards are made primarily under individual
contracts.
NOTE 13 -- Stock Options, Stock Awards, And Shareholders' Equity
At December 31, 2000, 1999, and 1998 Centura had approximately 280,000, 1.2
million, and 1.8 million shares, respectively, of its authorized but unissued
common stock reserved for its two stock-based compensation plans: the Omnibus
Equity Compensation Plan ("Omnibus Plan") and the Directors' Deferred
Compensation Plan ("Directors' Plan"). Under the Omnibus Plan, participants are
granted options to purchase Centura common stock. These options generally vest
over a five to eight-year period and have a maximum term of ten years. Under the
Directors' Plan, participants are allowed to receive compensation in the form of
stock options rather than in cash. These options have no vesting period and
expire five years after a director retires, or 6 months after he or she resigns.
Prior to Centura's acquisition of Triangle, Triangle maintained a qualified
incentive stock option plan for the benefit of certain of its key officers and
employees and a non-qualified stock option plan for directors and certain
officers (the "1988 Stock Option Plans"). The 1988 Stock Option Plans expired on
January 4, 1998, and as such, no new awards were made after that date. In
addition, Triangle had reserved 1.5 million shares for future grants in the form
of stock options, restricted stock awards and stock appreciation rights, under
the 1998 Omnibus Stock Plan. Incentive options under this plan were granted at
fair market value and have ten-year lives. Centura assumed the existing stock
option plans of Triangle and converted the Triangle outstanding options to
Centura options based on the exchange ratio. No new options will be issued under
the assumed plans.
- ---------------------------------------
/1/ EVA is a registered trademark of Stern, Stewart & Co.
52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 13 -- Stock Options, Stock Awards, And Shareholders' Equity - Continued
A summary of stock option transactions under these plans follows:
2000 1999 1998
----- ---- ----
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
--------- ----- --------- ----- ------ -----
Outstanding at January 1................... 2,602,190 $ 43.06 2,337,843 $ 31.74 2,106,185 $ 19.33
Granted.................................... 1,447,374 35.72 833,116 60.96 686,539 60.49
Exercised.................................. 351,976 16.42 459,366 15.40 398,667 14.07
Forfeited.................................. 471,353 60.56 109,403 53.67 56,214 43.09
--------- --------- ---------
Outstanding at December 31................. 3,226,235 39.13 2,602,190 43.06 2,337,843 31.74
========= ========= =========
Exercisable at December 31................. 1,321,060 $ 31.19 1,315,680 $ 25.99 1,448,542 $ 20.41
The following table summarizes information related to stock options
outstanding and exercisable on December 31, 2000:
Options Outstanding Options Exercisable
------------------------------------------------- ------------------------------
Weighted Weighted
Number of Average Weighted Number of Average
Shares Option Remaining Average Option Shares Exercise
Range of Exercise Prices Outstanding Contractual Life Exercise Price Outstanding Price
------------------------ ------------- ---------------- -------------- ----------- -----
Less than $21.50 .............................. 590,251 4.46 years $10.49 472,102 $13.11
$21.50 to $35.19................................ 554,664 6.30 31.15 256,149 29.79
$35.38 to $39.63................................ 556,887 7.76 35.71 222,539 36.19
$39.86.......................................... 69,813 9.05 39.86 69,813 39.86
$39.88.......................................... 576,975 9.88 39.88 - -
$40.74 to $74.17................................ 877,645 7.56 65.06 300,457 55.06
--------- ---------
3,226,235 7.26 39.13 1,321,060 31.19
========= =========
Prior to Centura's acquisition of Triangle, Triangle maintained an Employee
Stock Purchase Plan (the "ESPP") that allowed employees to purchase stock of up
to 10 percent of their compensation through payroll deduction. In May 1997 this
plan was amended to allow the purchase of the stock at a 15 percent discount.
The discount taken was on the lower of the market price at the beginning or end
of each six-month period, with shares being issued out of authorized but
unissued shares.
Under APB 25, Centura expensed approximately $1.1 million in 2000, $3.1
million in 1999, and $2.2 million in 1998 for employee stock awards and stock
option grants. If Centura had elected to recognize compensation cost for its
stock-based compensation plans in accordance with the fair value based
accounting method of SFAS 123, net income and earnings per share would have been
as follows:
2000 1999 1998
Pro Forma As Reported Pro Forma As Reported Pro Forma As Reported
--------- ----------- --------- ----------- --------- -----------
(thousands, except per share data)
Net income $ 95,168 $ 98,755 $ 129,184 $ 130,337 $ 121,349 $ 122,172
Basic EPS 2.40 2.49 3.25 3.28 3.08 3.10
Diluted EPS 2.38 2.47 3.20 3.23 3.01 3.03
53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 13 -- Stock Options, Stock Awards, And Shareholders' Equity - Continued
The weighted-average fair values of options granted during 2000, 1999, and
1998 were $10.26, $17.67, and $20.60 per share, respectively. In determining the
pro forma disclosures of net income and earnings per share, the fair value of
options granted was estimated using the Black-Scholes option-pricing model with
the following weighted-average assumptions:
Directors/Employee EVA Leveraged
Deferred Options Other
-------- ------- -----
2000
Risk free interest rates... 6.03% 5.94% 5.94%
Dividend yield............. 3.38 3.38 3.38
Volatility................. 26.00 26.00 26.00
Expected lives (in years).. 3.21 5.57 5.57
1999
Risk free interest rates... 5.64% 5.68% 5.68%
Dividend yield............. 1.99 1.99 1.99
Volatility................. 24.24 24.24 24.24
Expected lives (in years).. 3.09 5.46 5.46
1998
Risk free interest rates... 5.03% 4.95% 4.95%
Dividend yield............. 1.52 1.52 1.52
Volatility................. 23.98 23.98 23.98
Expected lives (in years).. 3.00 5.30 5.30
The effects of applying SFAS 123 in the pro forma disclosures are not
indicative of future amounts.
Centura has a Dividend Reinvestment Stock Purchase Plan which allows
shareholders to invest dividends and optional cash payments in additional shares
of common stock. Shareholders of record are automatically eligible to
participate in the plan.
Cash dividends paid were $1.34, $1.25, and $1.14 on a per share basis
during 2000, 1999, and 1998, respectively, before giving effect to mergers
accounted for as pooling-of-interests.
NOTE 14 -- Other Operating Expense
Other operating expense consisted of the following for the years ended
December 31:
2000 1999 1998
---- ---- ----
(thousands)
Marketing, advertising, and public relations ........................................ $ 7,478 $ 7,827 $ 10,461
Stationery, printing, and supplies................................................... 7,521 7,891 9,008
Postage.............................................................................. 4,477 4,487 4,502
Telephone............................................................................ 12,720 11,950 11,136
FDIC insurance....................................................................... 1,313 1,593 1,920
Fees for outsourced services......................................................... 19,026 17,009 15,259
Service and licensing fees........................................................... 4,296 5,300 6,676
Legal and professional fees.......................................................... 14,284 14,544 13,886
Other administrative................................................................. 11,967 11,880 11,811
Intangible amortization.............................................................. 13,843 13,601 12,123
Other................................................................................ 23,468 24,230 24,416
-------- -------- --------
Total other operating expense........................................................ $120,393 $120,312 $121,198
======== ======== ========
54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 15 -- Income Taxes
The components of income tax expense for the years ended December 31 were:
2000 1999 1998
------- ------- -------
(thousands)
Current Expense:
Federal........................................................................... $36,314 $52,830 $50,472
State............................................................................. 4,734 4,562 3,838
------- ------- -------
41,048 57,392 54,310
Deferred Expense (Benefit):
Federal........................................................................... 15,768 7,461 8,016
State............................................................................. (720) 1,281 1,148
------- ------- -------
15,048 8,742 9,164
------- ------- -------
Total income tax expense............................................................. $56,096 $66,134 $63,474
======= ======= =======
Income tax expense is reconciled to the amount computed by applying the
federal statutory rate to income before income taxes as follows:
2000 1999 1998
----- ----- -----
Federal statutory rate............................................................... 35.00% 35.00% 35.00%
Non-taxable income................................................................... (4.06) (2.41) (2.71)
Acquisition adjustments, net......................................................... 2.47 1.12 0.79
State income tax, net of federal benefit............................................. 1.67 2.12 1.73
Other, net........................................................................... 1.15 (2.17) (0.62)
----- ----- -----
Effective tax rate................................................................... 36.23% 33.66% 34.19%
===== ===== =====
Included in the Other category for 1999 are adjustments reducing the
effective tax rate by approximately 1.7 percent resulting from adjustments from
expected recoverable amounts.
The tax effects of temporary differences that give rise to significant
portions of the deferred tax assets and liabilities at December 31 are
summarized as follows:
2000 1999
-------- -------
(thousands)
Deferred Tax Assets:
Loan loss reserve....................................................................................... $ 41,176 $36,605
Other reserves.......................................................................................... 6,475 4,504
Deferred compensation................................................................................... 15,002 13,618
Unrealized investment securities losses................................................................. - 24,370
Other assets............................................................................................ 7,167 6,153
-------- -------
Gross deferred tax assets............................................................................... 69,820 85,250
Deferred Tax Liabilities:
Premises and equipment.................................................................................. 3,379 3,403
Employee retirement plans............................................................................... 1,018 2,106
Investment securities................................................................................... 3,167 2,395
Leasing activities...................................................................................... 65,280 54,630
Other liabilities....................................................................................... 35,614 23,720
Unrealized investment securities gains.................................................................. 13,514 --
-------- -------
Gross deferred tax liabilities.......................................................................... 121,972 86,254
-------- -------
Net deferred tax liability.............................................................................. $(52,152) $(1,004)
======== =======
A valuation allowance for deferred tax assets was not required at December
31, 2000 or 1999. Management has determined that it is more likely than not that
the deferred tax assets could be realized by carrybacks to federal taxable
income in the federal carryback period or offset against deferred tax
liabilities. During 2000, the net deferred tax liability increased approximately
$37.5 million due to fair value adjustments required under SFAS 115 for
investment securities available for sale and decreased due to other adjustments
totaling approximately $1.4 million.
55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 16 -- Commitments, Off-Balance Sheet Risk and Contingencies
Commitments and Off-Balance Sheet Risk
In the normal course of business, Centura may participate in various
financial instruments with off-balance sheet risk in order to satisfy the
financing needs of its borrowers and to manage its exposure to interest rate
risk. These financial instruments include commitments to extend credit, letters
of credit, and off-balance sheet derivative financial instruments.
At December 31, 2000 and 1999, Centura had commitments to extend credit of
$3.0 billion and $2.7 billion, respectively, and standby letters of credit of
$165.0 million and $192.4 million, respectively. With the exception of
commitments to originate residential mortgage loans which are discussed below,
these financial instruments are exercisable at the market rate prevailing at the
date the underlying transaction will be completed, and thus are deemed to have
no current fair value.
Commitments to extend credit are agreements to lend to customers at
predetermined interest rates as long as there is no violation of any condition
established in the contracts. Commitments generally have fixed expiration dates
or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total
commitment amounts do not necessarily represent future cash requirements. These
commitments are subject to Centura's standard credit approval and monitoring
process. Centura's exposure to credit risk is represented by the contractual
amount of the commitment to extend credit. In the opinion of management, there
are no material commitments to extend credit that represent unusual risks.
Standby letters of credit are conditional commitments issued by Centura to
guarantee the performance of a customer to a third party. The risks and credit
approval process involved in issuing standby letters of credit are essentially
the same as that involved in commitments to extend credit. During 2000, Centura
issued an irrevocable letter of credit in the amount of $23.5 million,
supporting payments of principal and interest, for subordinated notes issued by
FGHE.
Centura evaluates the collateral required for each extension of credit on a
case-by-case basis following the same guidelines set forth in normal lending
policy. The majority of commitments to extend credit and letters of credit are
secured, primarily with liquid financial instruments such as certificates of
deposit or income producing assets. If these commitments are drawn, Centura will
obtain collateral if it is deemed necessary based on management's credit
evaluation of the counterparty. Collateral held varies, but may include accounts
receivable, inventory, and commercial or residential real estate. Management
expects that these commitments can be funded through normal operations.
Centura enters into forward commitments to sell securitized mortgages to
reduce the Bank's exposure to market risk resulting from changes in interest
rates which could alter the underlying fair value of mortgage loans held for
sale ("MLHFS") and unfunded residential mortgage loans for which the Bank has
committed to extend credit and ultimately sell to the secondary market. The Bank
had forward commitments totaling $53.0 million and $32.6 million outstanding at
December 31, 2000 and 1999, respectively. These forward commitments are set at
fixed prices and are scheduled to settle at specified dates which generally do
not exceed 90 days. MLHFS are carried at the lower of cost or fair value. The
fair value of MLHFS which are committed to be sold is determined based on the
fixed price of the forward commitment. The fair value for uncommitted MLHFS is
determined using quoted market prices based on characteristics and interest rate
levels appropriate at the time of valuation. The amount by which cost exceeds
fair value on the MLHFS is recorded as a valuation allowance. MLHFS at December
31, 2000 and 1999, which are not included in total loans on the consolidated
balance sheet, were $56.9 million and $86.5 million reduced by valuation
allowances of $82,000 and $174,000, respectively. Pipeline loans, representing
unfunded residential mortgage loans for which the Bank has committed to extend
credit that will either be sold or retained in the portfolio, totaled $34.7
million and $57.7 million at December 31, 2000 and 1999, respectively.
In connection with its asset/liability management program, Centura has
entered into interest rate swap, cap, and floor arrangements with other
counterparties. Centura does not trade the instruments, and Centura's policy
governing the use of these instruments, as approved by Centura's Board of
Directors, does not contemplate speculation of any kind. It is not management's
intent to enter into any speculative transactions.
Interest rate swap agreements are used to reduce funding costs, allow
Centura to utilize diversified funding sources, and manage interest rate risk
with the objective of stabilizing Centura's net interest income over time. These
swaps are used to convert the fixed interest rates (or variable rates) on
designated investment securities, loans, and long-term debt to variable interest
rates (or fixed rates). Centura also enters into swaps in which both interest
rates are floating in order to reduce its basis risk with respect to a given
index.
During 2000, Centura terminated certain derivative contracts and deferred
the resulting net gains amounting to $3.2 million. These net gains will be
amortized over the shorter of the life of the derivative instrument or the
hedged item. See discussion with respect to adoption of SFAS 133 in the
"Current Accounting Matters" section.
56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 16 -- Commitments, Off-Balance Sheet Risk and Contingencies- Continued
Centura's interest rate swap agreements are summarized below:
2000 1999
---- ----
Estimated Estimated
Notional Fair Value Notional Value Fair
Amount Gain/(Loss) Amount Gain/(Loss)
-------- ----------- -------- -----------
(Thousands)
Corporation pays fixed/receives variable............................ $ 43,145 $ (1,020) $ 482,219 $ 10,209
Corporation pays variable/receives fixed............................ 297,000 1,204 556,000 (12,788)
Corporation pays variable/receives variable......................... - - 50,000 (8)
---------- ---------- ---------- -------------
Total interest rate swaps........................................... $ 340,145 $ 184 $ 1,088,219 $ (2,587)
========== ========== ========== ============
At December 31, 2000 and 1999, Centura had interest rate floor agreements
and interest rate cap agreements. Floors and caps are used to protect certain
designated products from an adverse income or market valuation impact in the
event of a decreasing or increasing rate environment.
Interest rate cap and floor agreements are summarized as follows:
Estimated
Notional Carrying Fair Value
Amount Value Gain/(Loss)
--------- ----------- -----------
(thousands)
December 31, 2000
Interest rate caps.......................................................................... $ 16,868 $ 2 $ -
December 31, 1999
Interest rate caps.......................................................................... $ 147,000 $ 374 $ (3,136)
Interest rate floors........................................................................ 370,000 649 520
Centura, on a limited basis, also utilizes financial futures contracts and
exchange traded options on financial futures contracts to reduce interest rate
risk in the AFS portfolio. At December 31, 2000, Centura had no open financial
futures contracts or exchange traded options on financial futures contracts.
The risks generally associated with these derivative financial instruments
are the risk that the counterparty in the agreement may default ("credit risk"),
the risk that at the time of any such default, interest rates may have moved
unfavorably from the perspective of the nondefaulting party ("market risk"), and
the risk that amounts due to Centura previously reflected in the consolidated
balance sheets may not be received as a result of the default. Centura's
derivative financial instruments have been entered into with nationally
recognized commercial and investment banking firms. As such, Centura does not
currently anticipate nonperformance by the counterparties. Additionally, to
mitigate credit risks, Centura's derivative contracts are generally governed by
master netting agreements and, where appropriate, Centura may obtain collateral
in the form of rights to securities. The master netting agreements provide for
net settlement of covered contracts with the same counterparty in the event of
default by the other party.
Contingencies
Centura Bank is a co-defendant in two actions (the "Staton Cases") in the
Superior Court of Forsyth County, North Carolina, which were filed in 1996 and
have been consolidated for discovery. The plaintiffs are Philip A.R. Staton,
Ingeborg Staton, Mercedes Staton, and trusts created by Ingeborg Staton and
Mercedes Staton. The plaintiffs allege that Centura Bank breached its duties
and committed other violations of law as depository of approximately $119
million in funds belonging to the plaintiffs, of which approximately $20 million
allegedly cannot be recovered and was allegedly converted by the personal and
financial advisors of the owners of the money. The plaintiffs also allege that
Centura Bank breached its duties and committed other violations of law in
connection with the creation of charitable trusts established with an additional
$18 million of the money, which trust funds remain in the possession of Centura
Bank as trustee. In 1999, Ingeborg Staton, Mercedes Staton and trusts created
by Ingeborg Staton and Mercedes Staton (the "Movants") filed a motion to amend
their complaint in the Staton Cases to add allegations of fraudulent
concealment, violation of the Bank Bribery Act, and negligent supervision of
employees. Centura Bank filed a response opposing the proposed amendments. The
Movants thereupon filed a new action (the "1999 Case") in Forsyth County, North
Carolina Superior Court asserting those claims against Centura Bank, certain of
its named current and former officers and persons described as "one or more John
Does and one or more Jane Does" who are identified in the complaint as current
or former directors of the Bank. Centura Bank has filed a motion to dismiss the
1999 Case. Plaintiffs seek compensatory, punitive or treble damages.
57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 16 -- Commitments, Off-Balance Sheet Risk and Contingencies- Continued
In a separate and related case, also instituted in 1996 in the Superior
Court of Forsyth County, North Carolina by Piedmont Institute of Pain Management
and three physicians associated with it (the "PIPM Case"), Centura Bank is
alleged to have provided the plaintiffs with false information regarding the
establishment and funding of a medical clinic by failing to exercise reasonable
care or competence in obtaining such information, and to have committed other
violations of law, which allegedly caused the Piedmont Institute of Pain
Management to lose grant income in an amount of between $900,000 and $2 million
per year for twenty years. Plaintiffs in the PIPM Case seek specific
performance or recovery of money damages.
By consent of the parties, the 1999 Case and the PIPM Case have been
consolidated with the Staton Cases for pretrial purposes.
Centura and Centura Bank believe that Centura Bank has meritorious defenses
to all claims asserted in each of the Staton Cases, the 1999 Case, and the PIPM
Case, and Centura Bank is defending each case vigorously. Specific amounts of
damages sought by the plaintiffs in each of the cases would be material to
Centura and its subsidiaries taken as a whole. However, Centura and Centura
Bank believe that the levels of plaintiffs' alleged damages sought in the cases
from Centura Bank are significantly overstated. Nevertheless, although Centura
and Centura Bank do not believe that the ultimate outcome of the Staton Cases,
the 1999 Case, or the PIPM Case will materially affect their results of
operations or financial condition, no assurance can be given regarding the risk
or range of possible loss, if any, or the impact of any such loss on Centura's
and Centura Bank's results of operations or financial condition.
In addition, various other legal proceedings against Centura and its
subsidiaries have arisen from time to time in the normal course of business.
Management believes liabilities arising from these proceedings, if any, will
have no material adverse effect on the financial position or results of
operations of Centura or its subsidiaries, taken as a whole.
NOTE 17 -- Fair Value of Financial Instruments
Fair value estimates are made by management at a specific point in time,
based on relevant information about the financial instrument and the market.
These estimates do not reflect any premium or discount that could result from
offering for sale at one time Centura's entire holdings of a particular
financial instrument nor are potential taxes and other expenses that would be
incurred in an actual sale considered. Because no market exists for a
significant portion of Centura's financial instruments, fair value estimates are
based on judgments regarding future expected loss experience, current economic
conditions, risk characteristics of various financial instruments, and other
factors. These estimates are subjective in nature and involve uncertainties and
matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions and/or the methodology used could
significantly affect the estimates disclosed. Similarly, the fair values
disclosed could vary significantly from amounts realized in actual transactions.
Fair value estimates are based on existing on-balance sheet and off-balance
sheet financial instruments without attempting to estimate the value of
anticipated future business and the value of assets and liabilities that are not
considered financial instruments. For example, Centura has a substantial asset
management department that contributes net fee income annually. The asset
management department is not considered a financial instrument, and its value
has not been incorporated into the fair value estimates. Other significant
assets and liabilities that are not considered financial assets or liabilities
include premises and equipment and intangibles. In addition, tax ramifications
related to the realization of the unrealized gains and losses on securities
could have a significant effect on fair value estimates and have not been
considered in any of the estimates.
The following table presents the carrying values and estimated fair values
of Centura's financial instruments as of December 31 for those financial
instruments whose fair values do not approximate their carrying value:
2000 1999
---- ----
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
-------- ---------- -------- ----------
(thousands)
Loans, net.....................$7,567,416 $7,741,968 $7,346,738 $7,428,088
Deposits....................... 7,707,140 7,735,098 7,897,052 7,900,761
Long-term debt................. 1,084,762 1,131,281 904,354 900,884
See Note 16 for information regarding the fair value of Centura's off-
balance sheet financial instruments at December 31, 2000 and 1999, Note 7 for
information regarding the fair value of Centura's capitalized mortgage servicing
rights and Note 4 for investment securities fair values.
58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 18 -- Segment Information
Centura has two reportable segments: retail banking and treasury. These
segments represent business units that are managed separately. Each segment
requires specific industry knowledge and the products and services offered
differ to meet the various financial needs of Centura's customers.
The retail banking segment includes commercial loans, retail loans, retail
lines of credit, credit cards, transaction deposits, time deposits, master notes
and repurchase agreements, and mortgage servicing and origination. The retail
bank offers a wide array of products to individuals, small businesses, and
commercial customers. These products are primarily offered through Centura's 241
banking centers and are also offered through the Centura Highway, the bank's
multifaceted customer access system that includes telephone banking, an
extensive ATM network, PC banking, online bill payment and the bank's suite of
Internet products and services. Treasury is responsible for Centura's
asset/liability management including managing Centura's investment portfolio.
Business lines which do not fall within the two categories mentioned above
are classified as "other." They include the asset management division, leasing
activities, Centura Securities, Inc., Centura Insurance Services, Inc. and FGHE.
Centura's asset management division provides trust and fiduciary services as
well as retirement plan design and administration. Centura's leasing division
offers a broad range of lease products including automobile, equipment, and
recreational vehicle leases. Centura Securities, Inc. offers a competitive line
of brokerage services. Centura Insurance Services, Inc. offers various insurance
products to commercial and consumer customers. FGHE is a mortgage and finance
company specializing in alternative equity lending for homeowners whose
borrowing needs are generally not met by traditional financial institutions.
To assess the performance of its segments, management utilizes an internal
business unit profitability report whose data is derived from an internal
profitability measurement system. This report is compiled using information that
reflects the underlying economics for the business segments, therefore,
information reported may not be consistent with financial statements prepared in
accordance with generally accepted accounting principles ("GAAP"). The
accounting policies for the business unit profitability reports differ from
those described in the Summary of Significant Accounting Policies (see Note 1 in
the Notes to Consolidated Financial Statements) in that certain items are
accounted for on a cash basis rather than an accrual basis and certain
management allocations have been made for overhead expenses, transfer pricing
and capital. Additionally, consideration is not given to amortization of
intangible assets. These adjustments have been eliminated to arrive at the
consolidated totals prepared in accordance with GAAP.
Financial information by segment as of December 31 follows:
2000
----
Retail Treasury Other Total Adjustments Consolidated
------ -------- ------ ----- ----------- ------------
(thousands)
---------
Interest income...................... $ 625,391 $ 228,585 $ 29,478 $ 883,454 10,739 (A) $ 894,193
Interest expense..................... 318,112 132,436 3,610 454,158 19,957 (A) 474,115
Funds transfer pricing allocation.... 62,502 (73,302) (12,672) (23,472) 23,472 (B) -
---------- ---------- -------- ----------- ------------- -----------
Net interest income.................. 369,781 22,847 13,196 405,824 14,254 420,078
Provision for loan losses............ 18,582 - 4,066 22,648 9,167 (C) 31,815
---------- ---------- -------- ----------- ------------- -----------
Net interest income after provision
for loan losses..................... 351,199 22,847 9,130 383,176 5,087 388,263
Noninterest income................... 122,072 807 42,046 164,925 (19,205) (A) 145,720
Noninterest expense.................. 284,849 11,091 36,215 332,155 46,977 (A) 379,132
---------- ---------- -------- ----------- ------------- -----------
Income before income taxes........... 188,422 12,563 14,961 215,946 (61,095) 154,851
Income tax expense (benefit)......... 54,954 (3,348) 2,401 54,007 2,089 (C) 56,096
---------- ---------- -------- ----------- ------------- -----------
Net income........................... $ 133,468 $ 15,911 $ 12,560 $ 161,939 $ (63,184) $ 98,755
========== ========== ======== =========== ============= ============
Period-end assets.................... $6,838,848 $3,285,359 $207,722 $10,331,929 $1,150,080 (D) $11,482,009
59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 18 -- Segment Information- Continued
1999
----
Retail Treasury Other Total Adjustments Consolidated
------ -------- ----- ----- ----------- ------------
(thousands)
---------
Interest income...................... $ 545,815 $ 204,414 $ 40,497 $ 790,726 $18,430 (A) $ 809,156
Interest expense..................... 277,450 101,837 3,470 382,757 7,674 (A) 390,431
Funds transfer pricing allocation.... 71,997 (64,138) (22,664) (14,805) 14,805 (B) -
---------- ---------- -------- ----------- ------------ -----------
Net interest income.................. 340,362 38,439 14,363 393,164 25,561 418,725
Provision for loan losses............ 35,492 - 3,668 39,160 1,668 (C) 40,828
---------- ---------- -------- ----------- ----------- -----------
Net interest income after provision 304,870 38,439 10,695 354,004 23,893 377,897
for loan losses.....................
Noninterest income................... 120,609 1,671 49,325 171,605 (708) (A) 170,897
Noninterest expense.................. 265,970 20,479 34,975 321,424 30,899 (A) 352,323
---------- ---------- -------- ----------- ----------- -----------
Income before income taxes........... 159,509 19,631 25,045 204,185 (7,714) 196,471
Income tax expense................... 44,256 3,576 4,712 52,544 13,590 (C) 66,134
---------- ---------- -------- ----------- ----------- -----------
Net income........................... $ 115,253 $ 16,055 $ 20,333 $ 151,641 $(21,304) $ 130,337
========== ========== ======== =========== ============= ===========
Period-end assets.................... $6,677,039 $3,349,402 $397,548 $10,423,989 $962,693 (D) $11,386,682
1998
----
Retail Treasury Other Total Adjustments Consolidated
------ -------- ----- ----- ----------- ------------
(thousands)
Interest income...................... $ 528,592 $ 193,064 $ 43,173 $ 764,829 $ 10,217 (A) $ 775,046
Interest expense..................... 285,423 88,507 5,840 379,770 2,555 (A) 382,325
Funds transfer pricing allocation.... 69,178 (77,967) (25,466) (34,255) 34,255 (B) -
---------- ---------- -------- ---------- ------------- ----------
Net interest income.................. 312,347 26,590 11,867 350,804 41,917 392,721
Provision for loan losses............ 16,191 83 3,398 19,672 1,087 (C) 20,759
---------- ---------- -------- ---------- ------------ -----------
Net interest income after provision 296,156 26,507 8,469 331,132 40,830 371,962
for loan losses.....................
Noninterest income................... 124,006 4,784 46,323 175,113 (17,517) (A) 157,596
Noninterest expense.................. 271,825 21,421 36,732 329,978 13,934 (A) 343,912
---------- ---------- -------- ---------- ------------ ----------
Income before income taxes........... 148,337 9,870 18,060 176,267 9,379 185,646
Income tax expense/(benefit)......... 51,605 (3,134) 6,038 54,509 8,965 (C) 63,474
---------- ---------- -------- ---------- ------------ -----------
Net income........................... $ 96,732 $ 13,004 $ 12,022 $ 121,758 $ 414 $ 122,172
========== ========== ======== ========== ============ ===========
Period-end assets.................... $5,849,456 $3,470,526 $652,708 $9,972,690 $945,954 (D) $10,918,644
________________________
(A) Reconciling item reflects adjustments that are necessary to reconcile to
consolidated totals.
(B) Reconciling item relates to the elimination of funds transfer pricing
credits and charges.
(C) Reconciling item adjusts balances from cash basis to accrual method of
accounting.
(D) Reconciling item relates to assets not allocated to segments including
premises and equipment, cash and due from banks, and other assets.
60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 19 -- Parent Company Financial Data
Centura's principal asset is its investment in the Bank and its primary
sources of income are dividends and management fees from the Bank. Condensed
financial statements for the parent company are as follows:
Balance sheets
December 31,
2000 1999
---------- ----------
Assets (thousands)
Cash and deposits in banks............................................................................... $ 211,770 $ 252,930
Investment securities available for sale (cost of $137,733 and $31,233, respectively).................... 138,163 40,131
Loans to affiliate....................................................................................... 74,752 51,847
Investment in wholly-owned subsidiary, bank.............................................................. 950,744 932,327
Investment in wholly-owned subsidiary, other............................................................. 6,387 3,117
Other assets............................................................................................. 48,754 38,639
---------- ----------
Total assets............................................................................................. $1,430,570 $1,318,991
========== ==========
Liabilities and Shareholders' Equity
Junior subordinated debentures with affiliate............................................................ $ 123,666 $ 123,665
Other liabilities........................................................................................ 350,479 335,591
Shareholders' equity..................................................................................... 956,425 859,735
---------- ----------
Total liabilities and shareholders' equity............................................................... $1,430,570 $1,318,991
========== ==========
Income Statements
Years Ended December 31,
2000 1999 1998
-------- -------- --------
(thousands)
Income
Dividends from subsidiaries.................................................................. $153,457 $ 91,541 $ 39,984
Other........................................................................................ 39,933 29,688 36,897
-------- -------- --------
Total income................................................................................. 193,390 121,229 76,881
Expense
Interest..................................................................................... 27,042 23,699 22,307
Other........................................................................................ 14,735 12,452 13,695
-------- -------- --------
Total expenses............................................................................... 41,777 36,151 36,002
-------- -------- --------
Income before income taxes and equity in undistributed net income of subsidiaries............ 151,613 85,078 40,879
Income tax expense/(benefit)................................................................. 105 (2,753) (537)
-------- -------- --------
Income before equity in undistributed net income of subsidiaries............................. 151,508 87,831 41,416
Equity in undistributed net income of wholly-owned subsidiaries.............................. (52,753) 42,506 80,756
-------- -------- --------
Net income................................................................................... $ 98,755 $130,337 $122,172
======== ======== ========
61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 19 -- Parent Company Financial Data-Continued
Statements of Cash Flows Years Ended December 31
2000 1999 1998
--------- -------- --------
Cash Flows From Operating Activities (thousands)
Net income.................................................................................. $ 98,755 $ 130,337 $ 122,172
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization............................................................... 2,655 1,630 1,634
(Gains)/losses on sales of investment securities............................................ (713) 1,725 (78)
Decrease/(increase) in equity in undistributed net income of subsidiary..................... 50,023 (42,506) (80,756)
Other....................................................................................... 8,244 (371) (3,671)
--------- ---------- ----------
Net cash provided by operating activities................................................... 158,964 90,815 39,301
--------- ---------- ----------
Cash Flows From Investing Activities
Net decrease/(increase) in investment in non-bank subsidiary................................ 1,730 -- (242)
Net (increase)/decrease in loan with affiliate.............................................. (27,905) 24,461 (55,935)
Purchases of securities available for sale.................................................. (108,350) -- (13,750)
Sales, maturities and issuer calls of securities available for sale......................... 3,452 15,775 8,261
Investment in FGHE.......................................................................... (170) (490) --
Net cash paid in mergers, acquisitions and divestitures..................................... -- (25,716) --
Other....................................................................................... (10,042) -- --
--------- ---------- ----------
Net cash (used)/provided by investing activities............................................ (141,285) 14,030 (61,666)
--------- ---------- ----------
Cash Flows From Financing Activities
Net increase in borrowings.................................................................. 9,064 24,625 49,886
Issuance of common stock, net............................................................... 6,083 8,340 6,018
Repurchase of common stock.................................................................. (20,806) (36,385) (5,258)
Cash dividends paid......................................................................... (53,189) (44,556) (39,644)
Other....................................................................................... 9 -- --
--------- ---------- ----------
Net cash used/provided by financing activities.............................................. (58,839) (47,976) 11,002
--------- ---------- ----------
(Decrease)/increase in cash................................................................. (41,160) 56,869 (11,363)
Cash, beginning of year..................................................................... 252,930 196,061 207,424
--------- ---------- ----------
Cash, end of year........................................................................... $ 211,770 $ 252,930 $ 196,061
========= ========== ==========
Supplemental Disclosures of Cash Flow Information
Stock issued for acquisitions and other stock issuances, net............................. $ 8,259 $ 14,647 $ 14,281
Unrealized securities (losses) gains, net of parent and subsidiary....................... 99,617 (81,062) (2,920)
Available for sale securities contributed to subsidiary as capital....................... -- -- 52,494
NOTE 20 -- Regulatory Matters
Centura and the Bank are subject to certain requirements imposed by state
and federal banking statutes and regulations. These regulations require the
maintenance of a noninterest-bearing reserve balance at the Federal Reserve Bank
of Richmond ("FRB"), restrict dividend payments, and establish guidelines for
minimum capital levels. At December 31, 2000, Centura was required to maintain a
minimum balance with the FRB in the amount of $109.0 million. Subject to the
regulatory restrictions, the Bank had $81.3 million available from its retained
earnings at December 31, 2000 for the payment of dividends from the Bank to
Centura without obtaining prior regulatory approval. The Bank is prohibited by
law from paying dividends from its capital stock account. The Bank's capital
account totaled $78.2 million at December 31, 2000.
Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, there are minimum ratios of capital to risk-weighted assets
to which Centura and the Bank are subject. The capital amounts and
classifications are also subject to qualitative judgments by the regulators
about components, risk weightings, and other factors. Failure to meet minimum
capital requirements can initiate certain mandatory and possibly discretionary
actions by regulators that, if undertaken, could have a material effect on
Centura's consolidated financial statements.
Regulatory capital amounts and ratios are set forth in the table below.
Tier 1 capital consists of common stock, retained earnings, and minority
interests in the equity accounts of consolidated subsidiaries less goodwill and
certain other intangible assets. For Centura, tier 1 capital also consists of
Capital Securities as described in Note 11. The remainder of total capital is
tier 2 capital and includes subordinated debt or other allowed equity
equivalents and a limited amount of allowance for loan losses. Balance sheet
assets and the credit equivalent amount of off-balance sheet items per
regulatory guidelines are assigned to broad risk categories and a category risk
weight is then applied.
62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- Continued
NOTE 20 -- Regulatory Matters-Continued
Based on the most recent notification from its regulators, the Bank is
well-capitalized under the regulatory framework for prompt corrective action.
Management believes that as of December 31, 2000, Centura and the Bank met all
capital adequacy requirements to which they are subject and was not aware of any
conditions or events that would affect its well-capitalized status. To be
categorized as well-capitalized, the Bank must meet minimum total risk-based,
tier 1 risk-based, and tier 1 leverage ratios as set forth in the table below
which presents the capital ratios for Centura and its bank subsidiary:
Capital Amount Ratio
To Be Well
For Capital Capitalized Under
Adequacy Prompt Corrective
2000 1999 2000 1999 Purposes Action Provisions
----- ---- ---- ---- -------- ----------
(thousands)
Total Capital (to Risk-Weighted Assets)
Centura............................................ $ 1,123,190 $ 1,075,182 12.7% 12.6% 8.0% Not Applicable
Centura Bank....................................... 1,022,849 1,083,693 11.8 12.8 8.0 10.0%
Tier I Capital (to Risk-Weighted Assets)
Centura............................................ $ 919,483 $ 883,161 10.4% 10.4% 4.0% Not Applicable
Centura Bank....................................... 793,625 864,090 9.1 10.2 4.0 6.0%
Tier I Leverage (to Average Assets)
Centura............................................ $ 919,483 $ 883,161 8.1% 8.0% 4.0% Not Applicable
Centura Bank....................................... 793,625 864,090 7.2 7.8 4.0 5.0%
NOTE 21 -- Subsequent Events (Unaudited)
On January 26, 2001, Royal Bank of Canada ("Royal Bank") and Centura
announced that a definitive merger agreement had been signed whereby Royal Bank
will acquire Centura in a purchase business combination. Royal Bank has assets
totaling approximately $200 billion and is headquartered in Toronto, Canada. It
is the largest bank in Canada and one of the largest diversified financial
services companies in North America. Centura will become the focal point for
Royal Bank's retail banking expansion strategy in the United States. Under the
terms of the agreement, each share of Centura outstanding common stock will be
converted into 1.684 shares of Royal Bank common stock upon consummation. The
indicated value of the transaction is approximately $2.3 billion, based on Royal
Bank's closing share price on the Toronto stock exchange of $34.35 on January
25, 2001. The acquisition is subject to regulatory approval in Canada and the
U.S., approval from the shareholders of Centura and other customary closing
conditions. The transaction is expected to be completed by mid-summer 2001 at
which time Centura will adopt the name RBC Centura. In connection with the
merger agreement, Centura has granted Royal Bank a customary option to purchase
a number of shares equal to 19.9 percent of its outstanding common stock under
limited circumstances.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Information is incorporated by reference to Form 8-K dated December 22,
1999 as filed with the Securities and Exchange Commission.
63
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF CENTURA
Term To
Expire
at Meeting
Age Principal Occupation and Business Director for the
Name (1) Experience for the Past Five Years Since Year Class
- ----------------------------- --- ------------------------------------------------------------------- --------- ----------- -----
Richard H. Barnhardt 66 Chairman, Best of Beers, LLC (beer distributor) since 1990 2003 I
1998; prior to that, President, Properties, Inc.
(real estate development)
Thomas A. Betts, Jr. (2) 59 Senior Insurance Officer, Centura Insurance Services, 1990 2001 II
Inc. since November 3, 1997; prior to that, Partner,
Betts & Company (insurance broker and agent)
H. Tate Bowers 63 Chief Executive Officer, Bowers Fibers, Inc. (textile manufacturer) 1996 2002 III
David T. Clancy 52 President, Clancy & Theys Construction Company 2000 2001 II
Ernest L. Evans 56 President, ELE, Inc., (agri-business management company) 1996 2003 I
Bernard W. Franklin (3) 48 President, Virginia Union University since July 1, 1999; 1998 2002 III
prior to that, President, Saint Augustine's College.
Susan E. Gravely 50 President, Vietri, Inc. (wholesale distributor of Italian 1998 2002 III
dinnerware and decorative accessories)
John H. High 64 President, John H. High & Co., Inc. (real estate development) 1990 2002 III
Robert L. Hubbard 66 President and CEO, RLH Associates (management consultants) since 1990 2002 III
January 1, 1997; prior to that, Vice Chairman American
Corporation (hosiery manufacturer)
William H. Kincheloe(4) 63 President, Bulluck Furniture Company, Inc. and Wildwood Lamps 1990 2003 I
and Accents, Inc. (furniture companies)
Charles T. Lane 69 Of counsel, Poyner & Spruill, LLP, (Attorneys at Law) since 1990 2003 I
December 1, 1999; prior to that, Partner, Poyner & Spruill,
LLP (Attorneys at Law)
Wendell H. Murphy 62 President, Murphy Family Farms (swine production) and Murphy 2000 2001 II
Milling Co. (feed production)
Joseph H. Nelson (5) 69 Chairman and President, Davenport Motor Company (automobile sales) 1996 2001 II
Dean E. Painter, Jr. 57 Principal, Raven Capital (investment company) since October 1, 1999; 1996 2001 II
prior to that, Chairman, CLG, Inc. (technology leasing)
O. Tracy Parks, III 57 Partner, Parks, Pate & Scarborough, LLP (Attorneys at Law) 1990 2003 I
Michael S. Patterson 54 Chairman of the Board, Centura and Centura Bank since February 18, 2000 2002 III
2000; prior to that, Chairman of the Board, Triangle Bancorp, Inc.
and Triangle Bank from February 1997 to February 18, 2000;
prior to that, President and Chief Executive Officer,
Triangle Bancorp, Inc.
Patrick H. Pope 56 Partner, Pope & Tart (Attorneys at Law) 2000 2003 I
William H. Redding, Jr. 64 President and Chief Executive Officer, Acme-McCrary Corporation 1995 2002 III
(textile manufacturer)
Charles M. (Terry) Reeves, III 57 President, Reeves Properties, Inc. (real estate development) 1990 2002 III
Cecil W. Sewell, Jr. 54 Chief Executive Officer, Centura since February 18, 2000; prior 1990 2003 I
to that, Chairman of the Board and Chief Executive Officer,
Centura from April 1998 to February 18, 2000; prior to that,
Chairman of the Board, Chief Executive Officer and President,
Centura from February 1997 to April 1998; prior to that,
President and Chief Operating Officer, Centura
George T. Stronach, III 60 Real Estate Developer 1996 2001 II
Alexander P. Thorpe, III 63 President, Thorpe & Company, Inc. (investment company) 1990 2001 II
Sydnor M. White, Jr. 52 President, Graham Realty, Inc. since 1998; prior to that, 2000 2003 I
President, CJS, Inc. (automotive parts distributor)
William H. Wilkerson 54 President, Centura, since April 1998; prior to that, Group 1990 2001 II
Executive Officer of Centura from April 1996; prior to that,
Executive Vice President, Centura
Charles P. Wilkins 56 Partner, Broughton, Wilkins & Sugg, P.A. (Attorneys at Law) 1996 2003 I
J. Blount Williams 46 President, Alfred Williams & Co. (office furniture and supplies) 2000 2001 II
- -------------------------------
(1) As of April 18, 2001.
(2) Centura acquired Betts & Company on November 3, 1997. Prior to such
acquisition, Betts & Company was not affiliated with Centura or any of its
subsidiaries; however, Mr. Betts was a director of Centura prior to such
acquisition.
(3) Dr. Franklin also serves as a director of Delhaize America, Inc.
(4) Mr. Kincheloe also serves as a director of North Carolina Railroad Company.
(5) Mr. Nelson also serves as a director of Commonwealth Dealers Life Insurance
Co.
64
The following table sets forth the name, age, and position of the executive
officers of Centura. Each executive officer named below was appointed by the
Board of Directors of Centura to a term of office extending until the death,
resignation, retirement, removal, or disqualification of the officer or until
the officer's successor is appointed and qualifies. The business backgrounds of
the officers named below are included in the table of directors of Centura
above, except with respect to Messrs. Goldstein and Landis, which are provided
below.
Name Age (1) Position
- ---- ------- --------
Michael S. Patterson(2) 54 Chairman of the Board
Cecil W. Sewell, Jr. 54 Chief Executive Officer
Frank L. Pattillo(3) 58 Vice Chairman
William H. Wilkerson 54 President, Centura Banks, Inc.
Steven J. Goldstein (4) 49 Chief Financial Officer
H. Kel Landis III (5) 44 Group Executive Officer and President,
Centura Bank
- ---------------------------
(1) As of April 18, 2001.
(2) Chairman of the Board, Centura and Centura Bank since February 18, 2000.
Prior to that, Chairman of the Board, Triangle Bancorp, Inc. and Triangle
Bank from February 1997 to February 18, 2000. Prior to that, President and
Chief Executive Officer, Triangle Bancorp, Inc.
(3) Vice Chairman, Centura, since April 1998. Prior to that date, Group
Executive Officer of Centura from February 1997 to April 1998. Prior to
that, Group Executive Officer and Chief Financial Officer of Centura from
April 1996 to February 1997. Prior to that, Senior Executive Vice
President and Chief Financial Officer, Centura.
(4) Mr. Goldstein was elected Chief Financial Officer of Centura, effective
February 1, 1997. Prior to that, he was a principal of A.T. Kearney, Inc.;
a principal of EDS Management Consulting Services; a managing director of
BEI/Golumbe, Inc.; and a managing director of Kaplan Smith & Associates;
each of such firms being engaged in management consulting.
(5) Group Executive Officer since April 1996. From April 1995 to April 1996, he
was an Executive Vice President. Prior to that he was an Executive Vice
President of Centura Bank. Mr. Landis was elected President, Centura Bank,
on April 15, 1998
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Pursuant to regulations promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Centura's directors, certain officers,
and any person holding more than 10 percent of Centura common stock are required
to report their ownership of such stock and any changes in that ownership to the
Securities and Exchange Commission and the to New York Stock Exchange. Specific
due dates for these reports have been established, and Centura is required to
report in this Form 10-K any failure to file by these dates for reports due
during 2000. All of these filing requirements were satisfied during 2000 by
Centura's directors and officers, except for David T. Clancy and J. Blount
Williams each of whom were required to file an amended Form 3 due to errors in
prior Form 3 filings. Michael S. Patterson filed a report on Form 4 with regard
to an option exercise after the due date for such filing.
ITEM 11 EXECUTIVE COMPENSATION
DIRECTORS' COMPENSATION
Each director, except those who are officers of Centura, receives an annual
retainer fee of $7,500 plus $750 for each meeting of the Board of Directors
attended and $750 for each committee meeting of the Board of Directors attended.
In addition, each Chairman of a Centura Board committee who is not an officer
receives an additional annual retainer of $1,000. Directors also are reimbursed
for their travel expenses incurred to attend meetings, including an annual
strategic planning retreat, which, in the aggregate, amounted to approximately
$71,000 in 2000.
In addition to the base compensation described above, Centura's non-officer
directors are eligible to receive incentive compensation based on the
achievement by Centura of its Economic Value Added ("EVA(R)/2/") target as
determined under Centura's EVA Incentive Program (the "EVA Incentive Program").
This program, funded under the Centura Omnibus Equity Compensation Plan (the
"Omnibus Plan") involves incentive payments in cash and/or stock options, to
directors and senior managers (including the "Named Executive Officers" of
Centura, as defined below) based on the achievement of EVA during a given year
in excess of amounts targeted at the beginning of the year. The incentive
component of director compensation provides for a bonus of 50 percent of fees
paid during the year if Centura meets its EVA target, with adjustments (both up
and down) if such target is exceeded or is not met. As more fully discussed
below, Centura met a portion of its EVA target for 2000 and, accordingly,
Centura directors received bonus compensation in January 2001.
/2/ EVA is a registered trademark of Stern, Stewart & Co.
65
In addition to the Incentive Program mentioned above, the Compensation
Committee authorized directors' participation in the Equity Compensation
Program, a second incentive compensation program under the Omnibus Plan
involving the granting of stock options by the Compensation Committee based on
the achievement of financial goals of the Company and such other considerations
as the Committee may determine to be appropriate (the "Equity Compensation
Program"). This action resulted from a study conducted during 1998 by the
Compensation Committee that highlighted the expanded utilization of equity
grants as a significant element of director compensation. The terms and
conditions of the grants are identical to those issued to employees under the
Program. No grants were made under the Equity Compensation Program in respect of
2000 performance.
Certain directors are also eligible to participate in the Directors'
Deferred Compensation Plan. The Plan provides non-employee members of the Board
of Directors of Centura and Centura Bank with an opportunity to defer for income
tax purposes the payment of directors' fees. Under the Plan, directors may elect
to receive directors' fees in the form of an option to buy Centura common stock,
rather than in cash. The Plan does not provide directors any additional
compensation or benefit, other than the benefit of the deferral. The Plan is
administered by the Compensation Committee which has full authority and sole
discretion to interpret and construe the Plan, including setting rules and
regulations related thereto, and making determinations and taking actions
necessary for its implementation and administration. Options to purchase 16,647
shares of Centura common stock were granted under the Plan during 2000
(including grants relating to the incentive component of director compensation).
Twenty-two directors elected to participate in the Plan for 2000.
EXECUTIVE COMPENSATION
The following tables set forth the annual and long-term compensation
awarded to, earned by, or paid to Centura's Chairman and Chief Executive Officer
during 2000, and the four other most highly compensated officers (collectively,
the "Named Executive Officers") as of December 31, 2000, 1999 and 1998, for
services rendered in any capacities to Centura and/or its subsidiaries. Bonuses
are paid in January of the year following the year in which they are earned.
SUMMARY COMPENSATION TABLE
Long-Term Compensation
--------------------------------------------
Annual Compensation Awards Payouts
---------------------------------------- -------------------------- ------------
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Principal Position Year Salary Bonus Compensation Awards(a) Options/SARS(#) Payouts (b) Compensation
- --------------------------- ---- -------- -------- ------------ ---------- -------------- ----------- ------------
Michael S. Patterson, Chairman 2000 $550,000 $112,302 $- $ - 33,363 $ - $47,260 (c)
Cecil W. Sewell, Jr. 2000 550,000 112,302 - 847,044 76,922 - 33,753 (d)
Chief Executive Officer 1999 550,000 - - - 45,690 134,450 32,577 (e)
1998 450,000 166,500 - - 67,984 67,230 27,688 (f)
William H. Wilkerson 2000 310,000 57,098 - 442,599 44,841 - 20,749 (g)
President 1999 310,000 - - - 19,314 68,260 20,273 (h)
1998 269,000 79,250 - - 31,244 34,130 17,471 (i)
H. Kel Landis III 2000 300,000 55,256 - 370,031 42,241 - 22,581 (j)
Group Executive Officer and 1999 300,000 - - - 18,691 60,910 22,103 (k)
President, Centura Bank 1998 245,000 72,340 - - 28,398 30,261 19,840 (l)
Frank L. Pattillo 2000 325,000 130,000 - 390,355 59,730 - 23,034 (m)
Vice Chairman 1999 300,000 - - - 18,691 62,530 22,464 (n)
1998 245,000 72,140 - - 28,470 31,270 18,922 (o)
Steven J. Goldstein 2000 300,000 55,256 - 219,201 42,250 - 26,042 (p)
Chief Financial Officer 1999 300,000 - - - 18,691 46,420 25,482 (q)
1998 245,000 73,760 - - 28,287 32,210 32,577 (r)
(a) Represents the value of restricted stock issued in exchange for leveraged
stock options.
(b) For 1999, comprises the amount credited for such executive in the "bonus
bank" under the EVA Incentive Program for prior years. The bonus bank was
a portion of prior years' incentive amounts earned that was held aside,
at risk, for payment over future years. This feature of the EVA Incentive
Program was discontinued in 1999. For 1998, comprises the sum of (i) 1/3
of the bonus amount under the EVA Incentive Plan in excess of the Target
Bonus for the executive in question, plus (ii) 1/3 of the amount credited
for such executive in the "bonus bank" for prior years.
(c) Consists of matching contributions of $10,500 made by Triangle Bank
(Centura) and allocated to Mr. Patterson under the 401(k) Plan, $398 of
above-market interest credited during 2000 on compensation deferred by
Mr. Patterson under the Deferred Compensation Plan, and $36,362 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(d) Consists of matching contributions of $5,100 made by Centura and
allocated to Mr. Sewell under the 401(k) Plan and $28,653 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(e) Consists of matching contributions of $4,800 made by Centura and
allocated to Mr. Sewell under the 401(k) Plan and $27,777 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
66
(f) Consists of matching contributions of $5,000 made by Centura and
allocated to Mr. Sewell under the 401(k) Plan, and $22,688 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(g) Consists of matching contributions of $5,100 made by Centura and
allocated to Mr. Wilkerson under the 401(k) Plan, and $15,649 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(h) Consists of matching contributions of $4,800 made by Centura and
allocated to Mr. Wilkerson under the 401(k) Plan, and $15,473 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(i) Consists of matching contributions of $5,000 made by Centura and
allocated to Mr. Wilkerson under the 401(k) Plan, and $12,471 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(j) Consists of matching contributions of $5,100 made by Centura and
allocated to Mr. Landis under the 401(k) Plan and $17,481 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(k) Consists of matching contributions of $4,800 made by Centura and
allocated to Mr. Landis under the 401(k) Plan and $17,303 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(l) Consists of matching contributions of $5,000 made by Centura and
allocated to Mr. Landis under the 401(k) Plan, and $14,840 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(m) Consists of matching contributions of $5,047 made by Centura and
allocated to Mr. Pattillo under the 401(k) Plan, $3,406 of above-market
interest credited during 2000 on compensation deferred by Mr. Pattillo
under the Deferred Compensation Plan, and $14,581 which represents the
present value of the yearly interest foregone on the non-term premium
paid under a split-dollar life insurance arrangement.
(n) Consists of matching contributions of $4,800 made by Centura and
allocated to Mr. Pattillo under the 401(k) Plan, $2,510 of above-market
interest credited during 1999 on compensation deferred by Mr. Pattillo
under the Deferred Compensation Plan, and $15,154 which represents the
present value of the yearly interest foregone on the non-term premium
paid under a split-dollar life insurance arrangement.
(o) Consists of matching contributions of $5,000 made by Centura and
allocated to Mr. Pattillo under the 401(k) Plan, $1,742 of above-market
rate interest credited during 1998 on compensation deferred by Mr.
Pattillo under the Deferred Compensation Plan, and $12,180 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(p) Consists of matching contributions of $5,100 made by Centura and
allocated to Mr. Goldstein under the 401(k) Plan and $20,942 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(q) Consists of matching contributions of $4,800 made by Centura and
allocated to Mr. Goldstein under the 401(k) Plan and $20,682 which
represents the present value of the yearly interest foregone on the non-
term premium paid under a split-dollar life insurance arrangement.
(r) Consists of matching contributions of $5,000 made by Centura and
allocated to Mr. Goldstein under the 401(k) Plan, $9,787 in consideration
of relocation expense, and $17,790 which represents the present value of
the yearly interest foregone on the non-term premium paid under a split-
dollar life insurance arrangement.
67
The following table sets forth certain information concerning stock options
granted to the Named Executive Officers:
OPTION GRANTS IN RESPECT OF LAST FISCAL YEAR
Potential Realizable Value
at Assumed Annual Rates of
Stock Price Appreciation for
Option Term
------------------------------
Number of % of Total Options Exercise
Securities Granted to or Base
Underlying Options Employees in Price
Name Granted(#)(a) Fiscal Year ($/share) Expiration Date 5% 10%
- -------------------- -------------------- ------------------- --------- --------------- ---------- -----------
Michael S. Patterson 33,363 3.7 % $39.875 11/16/10 $ 836,650 $ 2,120,235
Cecil W. Sewell, Jr. 33,363 3.7 39.875 11/16/10 836,650 2,120,235
32,635 3.6 31.688 7/18/10 650,353 1,648,123
10,924 1.2 35.375 3/15/10 243,028 615,880
William H. Wilkerson 25,821 2.9 39.875 11/16/10 647,518 1,640,937
13,796 1.5 31.688 7/18/10 274,928 696,722
5,224 0.6 35.375 3/15/10 116,219 294,522
H. Kel Landis III 24,132 2.7 39.875 11/16/10 605,162 1,533,600
13,351 1.5 31.688 7/18/10 266,060 674,248
4,758 0.5 35.375 3/15/10 105,852 268,250
Frank L. Pattillo 41,621 4.6 39.875 11/16/10 1,043,737 2,645,035
13,351 1.5 31.688 7/18/10 266,060 674,248
4,758 0.5 35.375 3/15/10 105,852 268,250
Steven J. Goldstein 24,141 2.7 39.875 11/16/10 605,388 1,534,172
13,351 1.5 31.688 7/18/10 266,060 674,248
4,758 0.5 35.375 3/15/10 105,852 268,250
(a) Options granted are non-qualified and have ten-year terms that vest 20
percent per year for the first five years of the option term.
The following table summarizes the options exercised in 2000 by the Named
Executive Officers and the number and value of unexercised options at December
31, 2000.
AGGREGATED OPTIONS EXERCISED IN 2000 AND YEAR-END OPTION VALUES
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options at Options at
December 31, 2000(#) December 31, 2000(a)
---------------------- --------------------
Shares
Acquired on Value
Name Exercise(#) Realized Exercisable Unexercisable Exercisable Unexercisable
- -------------------- ------------ ----------- ------------- -------------- ------------- ---------------
Michael S. Patterson 13,500 $320,030 92,542 33,363 $ 1,390,323 $ 279,415
Cecil W. Sewell, Jr. - - 23,517(b) 181,963 406,749 1,380,767
William H. Wilkerson - - 5,564 91,447 - 689,630
H. Kel Landis III - - 8,446(b) 85,806 122,724 656,385
Frank L. Pattillo - - 8,618(b) 102,995 135,067 802.855
Steven J. Goldstein - - 6,778(b) 85,868 60,279 656,460
(a) Value of unexercised in-the-money options is calculated by multiplying the
number of unexercised options at December 31, 2000 by the difference in the
closing price of Centura common stock reported on the NYSE Composite Tape
on December 29, 2000 and the exercise price of the unexercised in-the-money
options.
(b) Includes options earned through deferral of compensation.
68
PENSION PLANS
Centura maintains a noncontributory, qualified pension plan (the "Centura
Pension Plan") covering substantially all employees of Centura and its
subsidiaries that adopt the plan (collectively referred to for purposes of this
section as "Centura"), who have completed one year of service and attained the
age of 21. Centura Bank is the Trustee of the Centura Pension Plan. The Centura
Pension Plan provides a participant with retirement benefits, which in 2000 were
based on average compensation during all of the participant's years of credited
service after 1992. Under Sections 401(a)(17) and 415 of the Internal Revenue
Code of 1986, as amended (the "Code"), benefits payable from the Centura Pension
Plan are limited; for 2000, annual benefits may not exceed $135,000, and the
benefit formula cannot take into account compensation in excess of $170,000
(these limits are adjusted by the Internal Revenue Service from time to time for
cost of living increases). Centura also maintains a noncontributory,
nonqualified supplemental executive retirement plan (the "SERP"), which provides
in part for the payment of additional pension benefits (the "Excess Benefits")
to certain executive employees to the extent their benefits under the Centura
Pension Plan are reduced on account of the Code limits described above and also
provides additional pension benefits relating to deferred compensation, which is
not covered in the Centura Pension Plan. The Summary Compensation Table set
forth above does not include the amount of the pension contribution, payment or
accrual with respect to the Centura Pension Plan or the Excess Benefit for any
Named Executive Officer, as such amounts cannot readily be separately or
individually calculated by Centura's actuaries.
The following table illustrates the estimated annual benefits payable to an
employee retiring on December 31, 2000 at normal retirement age from a
combination of the Centura Pension Plan and the Excess Benefit portion of the
SERP, in the following specified compensation and years of service
classifications.
CENTURA PENSION PLAN AND EXCESS BENEFIT TABLE
Years of Service
----------------------------------------------------------
Average
Compensation 15 20 25 30 35 40
- -------------- -------- -------- -------- -------- -------- --------
$ 125,000 $ 29,953 39,994 $ 50,034 $ 60,075 $ 60,075 $ 60,075
150,000 36,665 48,956 61,247 73,537 73,537 73,537
175,000 43,378 57,919 72,459 87,000 87,000 87,000
200,000 50,090 66,881 83,672 100,462 100,462 100,462
225,000 56,803 75,844 94,884 113,925 113,925 113,925
250,000 63,515 84,806 106,097 127,387 127,387 127,387
300,000 76,940 102,731 128,522 154,312 154,312 154,312
350,000 90,365 120,656 150,947 181,237 181,237 181,237
400,000 103,790 138,581 173,372 208,162 208,162 208,162
450,000 117,215 156,506 195,797 235,087 235,087 235,087
500,000 130,640 174,431 218,222 262,012 262,012 262,012
550,000 144,065 192,356 240,647 288,937 288,937 288,937
600,000 157,490 210,281 263,072 315,862 315,862 315,862
650,000 170,915 228,206 285,497 342,787 342,787 342,787
700,000 184,340 246,131 307,922 369,712 369,712 369,712
750,000 197,765 264,056 330,347 396,637 396,637 396,637
800,000 211,190 281,981 352,772 423,562 423,562 423,562
Covered compensation under the Centura Pension Plan and under the Excess
Benefit portion of the SERP is gross salary and wages reportable on Form W-2,
including salary reduction contributions to Centura's 401(k) and Flexible
Benefits Plans, incentive pay, overtime and bonuses, but excluding non-cash
items, fringe benefits, moving expenses, deferred compensation payments, and
taxable benefits paid under other plans, such as cash awards to pay taxes on
restricted stock distributions. Deferred compensation is also included in
covered compensation under the Excess Benefit portion of the SERP. The annual
covered compensation used in computing benefits under the Centura Pension Plan
and under the Excess Benefit portion of the SERP for the Named Executive
Officers ("Covered Compensation") is substantially equivalent to the annual
Salary, Bonus, and LTIP Payouts disclosed in the Summary Compensation Table.
Estimated benefit amounts shown in the table above are not subject to any
deduction for Social Security benefits or other offset amounts, and are based on
a straight life annuity.
69
As of December 31, 2000, the Named Executive Officers have completed the
following years of credited service and were credited with the following
compensation under the Centura Pension Plan and the SERP:
Named Executive Officer Service Compensation
- ----------------------- ------- ------------
Michael S. Patterson......................... 4 $662,302
Cecil W. Sewell, Jr.......................... 14 662,302
William H. Wilkerson......................... 14 367,098
H. Kel Landis III............................ 13 355,256
Frank L. Pattillo............................ 26 455,000
Steven J. Goldstein.......................... 4 355,256
Centura also provides supplemental pension benefits (the "Supplemental
Benefits") to certain executive employees under the SERP. The Supplemental
Benefits are generally payable upon retirement, death or disability. The
Compensation Committee determines the eligible participants and designs
individualized Supplemental Benefit packages for each participant. Supplemental
Benefit retirement dates and payout periods are set on a case-by-case basis.
The Supplemental Benefit for the Named Executive Officers set forth below
is subject to changes in their compensation, but is not dependent on years of
service. The Supplemental Benefit formula for Messrs. Patterson, Sewell,
Wilkerson and Pattillo provides for a monthly retirement payment equal to 70
percent of his final monthly Covered Compensation, less amounts payable under
the Centura Pension Plan, the Excess Benefit portion of the SERP, and Social
Security payments(1). The Supplemental Benefit retirement age is 58(2), and
payments are made for 20 years for Messrs. Patterson, Sewell, Wilkerson and
Pattillo. The Supplemental Formula for Messrs. Landis and Goldstein provides
for a monthly retirement payment equal to 40 percent of his final monthly
Covered Compensation, without offsets. The Supplemental Benefit retirement age
is 58 and payments are made for 15 years for Messrs. Landis and Goldstein. The
annual Supplemental Benefit payable for each of the Named Executive Officers is
set forth below for the specified compensation classifications.
Annual Payment Annual Payment
Named Executive Officer (2000 Comp.)(3) (Maximum Comp.)(4)
- -------------------------- -------------------- ------------------
Michael S. Patterson............. $465,862 $562,002
Cecil W. Sewell, Jr.............. 344,822 478,444
William H. Wilkerson............. 181,356 506,990
Frank L. Pattillo................ 175,379 532,394
H. Kel Landis III................ 144,204 359,021
Steven J. Goldstein.............. 138,568 359,021
______________
(1) Although the Social Security offset in the Supplemental Benefit does not
take effect until the Named Executive Officer reaches the age of 62, the
table reflects the full amount of the anticipated Social Security offset.
Prior to age 62, the Supplemental Benefit will include an additional annual
payment of approximately $15,936, $15,936, $16,056 and $15,732,
respectively, for Messrs. Patterson, Sewell, Wilkerson, and Pattillo. This
additional payment is not expected to vary with changes in Covered
Compensation.
(2) In the event Messrs. Patterson, Sewell, Wilkerson, and Pattillo do not
retire at age 58, their annual Supplemental Benefits would be 0, $31,346,
$38,662, and $40,800, respectively, paid over 15 years commencing upon
retirement at age 65.
(3) This column shows the annual Supplemental Benefit assuming the
participant's final monthly Covered Compensation is equal to his 2000
Covered Compensation as shown in the Summary Compensation Table.
(4) This column shows the annual Supplemental Benefit assuming the
participant's final monthly Covered Compensation is equal to 120 percent of
the Covered Compensation of the highest paid individual listed in the
Summary Compensation Table.
70
EXECUTIVE EMPLOYMENT AGREEMENTS
Agreements with the Chairman of the Board of Directors and the Chief Executive
Officer
Centura and Centura Bank have jointly entered into employment agreements
with Messrs. Sewell and Patterson to secure their services. Mr. Patterson serves
as Chairman of the Board of Directors of Centura and Centura Bank. Mr. Sewell
serves as Chief Executive Officer of Centura. The term of each employment
agreement is approximately four years, with Mr. Sewell's term expiring on March
10, 2005 and Mr. Patterson's term expiring on February 28, 2005. The agreements
provide that each of the executives will receive the same annual base salary and
provide for a minimum base salary for each of $550,000. The CEO's annual base
salary will be reviewed each year by the Compensation Committee and may be
increased annually with the approval of Centura's Board of Directors In
addition, the agreements provide that each executive will participate in all
bonus, incentive, savings, retirement, fringe benefit and welfare benefit plans
applicable generally to the most senior officers of Centura and Centura Bank,
and that each executive will receive the same level of stock options or
incentive awards as the other.
Centura and Centura Bank may terminate each executive's employment, and
each executive may resign, at any time with or without cause. However, in the
event of termination by Centura or Centura Bank without cause, the executives
will be entitled to severance benefits. In general, in the event of termination
without cause, for the remaining term of the executive's employment agreement,
the executive will continue to receive the payment of his base salary and
highest bonus for the prior three consecutive years and will continue to
participate in the welfare benefit and supplemental retirement plans maintained
by Centura and Centura Bank. Mr. Patterson will also be offered a consulting
arrangement for the remaining term of his employment agreement and be entitled
to continuing stock option and other incentive awards for the remaining term at
award levels provided to the Chief Executive Officer during the same period.
These same severance benefits would also be payable to the executive if the
executive resigns during the term of his employment agreement for good reason,
meaning: a material reduction in the executives' position, authority, duties or
responsibilities; involuntary relocation of the executive's place of employment
to a location more than 35 miles from Raleigh, North Carolina in the case of Mr.
Patterson or Rocky Mount, North Carolina in the case of Mr. Sewell; a reduction
in the executive's base salary or reduction or elimination of any benefit or
compensation plan in which executive participates without a comparable
alternative plan being provided; or any material breach of the employment
agreement by Centura or Centura Bank. Mr. Sewell would also be entitled to the
same severance benefits if he resigns following a change in control of Centura
or Centura Bank.
If Centura or Centura Bank experiences a change in ownership or control as
contemplated under Section 280G of the Internal Revenue Code, a portion of the
severance benefits provided under the employment agreements might constitute an
"excess parachute payment" under current federal tax laws. Federal tax laws
impose a 20 percent excise tax, payable by the executive, on excess parachute
payments. Under the employment agreements, Centura would reimburse the
executive through a gross-up payment for the amount of the excise tax and all
income and excise taxes imposed on the reimbursement so that he will retain
approximately the same net-after tax amounts under the employment agreement that
he would have retained if there was no 20 percent excise tax. The effect of
this provision is that Centura, rather than the executive, bears the financial
cost of the excise tax. Neither Centura nor Centura Bank could claim a federal
income tax deduction for an excess parachute payment, excise tax reimbursement
payment or gross-up payment.
Agreement with the President
Centura has entered into an employment agreement with Mr. Wilkerson to
secure his services as President of Centura. The term of this employment
agreement is approximately five years, expiring on May 17, 2005. The agreement
provides that the executive will receive a minimum annual base salary of
$310,000. The executive's annual base salary will be reviewed each year by the
Compensation Committee and may be increased annually at its discretion. In
addition, the agreement provides that the executive will participate in all
bonus, incentive, savings, retirement, fringe benefit and welfare benefit plans
applicable generally to the most senior officers of Centura.
Centura may terminate the executive's employment and the executive may
resign, at any time with or without cause. However, in the event of termination
by Centura without cause, the executive will be entitled to severance benefits.
In general, in the event of termination without cause, for the remaining term of
the executive's employment agreement, the executive will continue to receive the
payment of his base salary and highest bonus for the prior three consecutive
years and will continue to participate in the welfare benefit and supplemental
retirement plans maintained by Centura. These same severance benefits would be
payable to the executive if the executive resigns during the term of his
employment agreement for good reason, meaning: a material reduction in the
executives' position, authority duties or responsibilities; involuntary
relocation of the executive's place of employment to a location more than 35
miles from Rocky Mount, North Carolina; a reduction in the executive's base
salary or reduction or elimination of any benefit or compensation plan in which
executive participates without a comparable alternative plan being provided; any
material breach of the employment agreement by Centura; or following a change in
control of Centura.
71
If Centura experiences a change in ownership or control as contemplated
under Section 280G of the Internal Revenue Code, a portion of the severance
benefits provided under the employment agreements might constitute an "excess
parachute payment" under current federal tax laws. Federal tax laws impose a 20
percent excise tax, payable by the executive, on excess parachute payments.
Under the employment agreement, Centura would reimburse the executive through a
gross-up payment for the amount of the excise tax and all income and excise
taxes imposed on the reimbursement so that he will retain approximately the same
net-after tax amounts under the employment agreement that he would have retained
if there was no 20 percent excise tax. The effect of this provision is that
Centura, rather than the executive, bears the financial cost of the excise tax.
Centura could not claim a federal income tax deduction for an excess parachute
payment, excise tax reimbursement payment or gross-up payment.
Change of Control Agreements
Centura has entered into three-year change of control agreements with
Messrs. Goldstein, Landis, Custer, and Rogers. The term of these agreements is
perpetual until Centura gives notice of non-extension, at which time the term is
not extended.
Generally, Centura may terminate the employment of any officer covered by
these agreements, with or without cause, at any time prior to a change of
control without obligation for severance benefits. However, if the officer is
terminated by Centura after a change of control or, in certain circumstances,
within six months prior to a change of control, then Centura would be obligated
to pay severance benefits to the officer. A "change of control" will generally
be deemed to occur when a person or group of persons acting in concert acquires
beneficial ownership of 25 percent or more of any class of equity security of
Centura, the consummation of a merger, consolidation reorganization, exchange or
similar transaction involving Centura where shareholders of Centura do not
retain a more than 50 percent interest and there is a 25 percent shareholder,
upon liquidation or sale of substantially all the assets of Centura or upon a
contested election of directors which results in a change in the majority of the
Board of Directors. The severance benefits would generally be equal to the value
of the cash compensation (including annual bonuses) and fringe benefits that the
officer would have received if he had continued working for an additional three
years. Severance benefits also include continued participation in the welfare
benefit, incentive, savings, retirement and supplemental retirement plans
maintained by Centura for a three year period and all unvested stock options and
all awards of restricted stock held at the date of termination of employment
would immediately vest. Centura would pay the same severance benefits if the
officer resigns after a change of control following: a material reduction in the
officer's position, authority duties or responsibilities; involuntary relocation
of the officer's place of employment to a location more than 35 miles from Rocky
Mount, North Carolina; a reduction in the officer's base salary or reduction or
elimination of any benefit or compensation plan in which the officer
participates without a comparable alternative plan being provided; or any
material breach of the employment agreement by Centura.
If Centura experiences a change in ownership, a change in effective
ownership or control or a change in the ownership of a substantial portion of
their assets as contemplated by section 280G of the Internal Revenue Code, a
portion of any severance payments under the change of control agreements might
constitute an "excess parachute payment" under current federal tax laws. Any
excess parachute payment would be subject to a federal excise tax payable by the
officer and would be non-deductible by Centura for federal income tax purposes.
The change of control agreements provide that the benefits payable to an officer
shall be reduced to the extent required for the payments not to be deemed excess
parachute payments so long as the net benefit to the officer is greater
following such reduction than the if no such reduction had taken place.
Other Agreements
Mr. Painter and Mr. Betts, who serve on the Centura Board of Directors, are
each a party to an employment agreement with a subsidiary of Centura entered
into to secure their services following Centura's acquisition of the subsidiary.
In connection with the acquisition of CLG, Inc. ("CLG") by Centura in November,
1996, Mr. Painter entered into an employment agreement with CLG for a term of
five years at a base salary of $360,000 and providing for additional
compensation and benefits to Mr. Painter equivalent to those enjoyed by
comparably situated officers of Centura. Such employment agreement has been
assumed by Centura Bank. In connection with the acquisition of Betts & Company
in November, 1997, Mr. Betts entered into an employment agreement with Centura
Insurance Services, Inc. ("CIS") for a term of five years at a base salary of
$240,000, with additional incentive compensation provided for based on the
performance of Mr. Betts and CIS, and providing for additional benefits to Mr.
Betts equivalent to those enjoyed by comparably situated officers of Centura.
Mr. Betts employment agreement has been amended to extend the term until
November 3, 2005.
OPTION REPRICING
No action was taken in 2000 to lower the exercise price of an option held
by the Named Executive Officers.
72
COMPENSATION COMMITTEE
INTERLOCKS AND INSIDER PARTICIPATION
The Compensation Committee of Centura during 2000 was composed of Messrs.
Redding (Chairman), Barnhardt, Bowers, Franklin and Williams. None of the
members of the Compensation Committee were officers or employees of Centura or
its subsidiaries during 2000 or in prior years.
None of the executive officers of Centura served as a member of another
entity's Board of Directors or as a member of the Compensation Committee (or
other board committee performing equivalent functions) during 2000, which entity
had an executive officer serving on the Board of Directors or as a member of the
Compensation Committee of Centura. Consequently, there are no interlocking
relationships between Centura and other entities that might affect the
determination of the compensation of executive officers of Centura.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITIES OWNERSHIP
Except for the Centura Bank Asset Management Department, which, as of
January 31, 2001, held 1,317,746 shares of Centura common stock in a fiduciary
capacity, or 3.4 percent of the total shares of Centura common stock
outstanding, and which, therefore, may be deemed to be a beneficial owner of
such shares, Centura knows of no other persons who beneficially own more than
five percent of the outstanding Centura common stock.
The following table shows the number of outstanding shares of Centura
common stock beneficially owned on January 31, 2001, by directors of Centura, by
the executive officers of Centura, and by the directors and executive officers
as a group. Individuals have sole voting and investment power over their shares
unless otherwise indicated in the footnotes.
Amount of and Nature of Beneficial
Name of Beneficial Owner Ownership Percent of Class
- ---------------------------------------------------------- ---------------------------------- -----------------
Richard H. Barnhardt 21,136 (1) *
Thomas A. Betts, Jr. 82,608 (2) *
H. Tate Bowers 25,407 (3) *
David T. Clancy 65,660 (4) *
Ernest L. Evans 14,329 (5) *
Bernard W. Franklin 1,503 (6) *
Steven J. Goldstein 26,006 (7) *
Susan E. Gravely 1,577 (8) *
John H. High 41,782 (9) *
Robert L. Hubbard 51,582 (10) *
William H. Kincheloe 36,747 (11) *
H. Kel Landis III 40,323 (12) *
Charles T. Lane 33,250 (13) *
Wendell H. Murphy 28,969 (14) *
Joseph H. Nelson 28,731 (15) *
Dean E. Painter, Jr. 1,121,414 (16) 2.84%
O. Tracy Parks III 132,318 (17) *
Michael S. Patterson 153,338 (18) *
Frank L. Pattillo 65,942 (19) *
Patrick H. Pope 49,192 (20) *
William H. Redding, Jr. 21,028 (21) *
Charles M. Reeves III 121,563 (22)
Cecil W. Sewell, Jr. 178,819 (23) *
George T. Stronach III 52,518 (24) *
Alexander P. Thorpe III 73,735 (25) *
Sydnor M. White 35,364 (26) *
William H. Wilkerson 55,595 (27) *
Charles P. Wilkins 406,885 (28) 1.03%
J. Blount Williams 40,475 (29) *
--------------
All directors and executive officers as a group (29 persons) 3,007,796 7.61%
*Less than 1%
73
(1) Includes 12,048 shares that Mr. Barnhardt has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(2) Includes 13,674 shares with respect to which Mr. Betts has no voting or
investment power, 10,251 shares which he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001 and 921 shares held in the 401(k) Plan
as to which he is entitled to direct the Trustee as to the manner in which
the shares are voted.
(3) Includes 402 shares with respect to which Mr. Bowers has no voting or
investment power and 5,403 shares that he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(4) Includes 4,178 phantom stock units and 3,788 shares that Mr. Clancy has the
right to acquire through the exercise of stock options that are currently
exercisable or will become exercisable prior to April 1, 2001.
(5) Includes 1,514 shares that Mr. Evans has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(6) Includes 1,442 shares that Dr. Franklin has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(7) Includes 1,066 shares with respect to which Mr. Goldstein has no voting or
investment power, 13,991 shares which he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001 and 2,364 shares held in the 401(k) Plan
as to which he is entitled to direct the Trustee as to the manner in which
the shares are voted.
(8) Includes 1,388 shares that Ms. Gravely has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(9) Includes 7,920 shares with respect to which Mr. High has no voting or
investment power and 632 shares which he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(10) Includes 315 shares with respect to which Mr. Hubbard has no voting or
investment power, 36,658 shares with respect to which he shares voting and
investment power, and 1,363 shares that he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(11) Includes 190 shares to which Mr. Kincheloe has no voting or investment
power and 11,949 shares which he has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(12) Includes 387 shares with respect to which Mr. Landis has no voting or
investment power, 1,600 shares with respect to which he shares voting and
investment power, and 15,606 shares that he has the right to acquire
through the exercise of stock options that are currently exercisable or
will become exercisable prior to April 1, 2001.
(13) Includes 14,493 shares that Mr. Lane has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(14) Includes 19,230 shares with respect to which Mr. Murphy shares voting and
investment power, and 3,148 shares which he has the right to acquire
through the exercise of stock options that are currently exercisable or
will become exercisable prior to April 1, 2001.
(15) Includes 1,485 shares with respect to which Mr. Nelson has no voting or
investment power, 3,093 shares with respect to which he shares voting and
investment power, and 16,199 shares that he has the right to acquire
through the exercise of stock options that are currently exercisable or
will become exercisable prior to April 1, 2001.
(16) Includes 560,707 shares with respect to which Mr. Painter has no voting or
investment power.
(17) Includes 11,978 shares that Mr. Parks has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(18) Includes 3,988 shares with respect to which Mr. Patterson has no voting or
investment power, and 81,073 shares that he has the right to acquire
through the exercise of stock options that are currently exercisable or
will become exercisable prior to April 1, 2001.
74
(19) Includes 15,740 shares which Mr. Pattillo has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001, and 3,912 shares held in the 401(k)
Plan to which he is entitled to direct the Trustee as to the manner in
which shares are voted.
(20) Includes 17,498 shares with respect to which Mr. Pope shares voting and
investment power, 2,981 phantom stock units and 3,413 shares which he has
the right to acquire through the exercise of stock options that are
currently exercisable or will become exercisable prior to April 1, 2001.
(21) Includes 9,657 shares with respect to which Mr. Redding shares voting and
investment power, and 1,688 shares that he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(22) Includes 1,694 shares that Mr. Reeves has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(23) Includes 1,747 shares with respect to which Mr. Sewell has no voting or
investment power, 21,651 shares with respect to which he shares voting and
investment power, and 41,096 shares that he has the right to acquire
through the exercise of stock options that are currently exercisable or
will become exercisable prior to April 1, 2001.
(24) Includes 1,485 shares with respect to which Mr. Stronach has no voting or
investment power, 15,167 shares with respect to which he shares voting and
investment power, and 6,367 shares that he has the right to acquire through
the exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(25) Includes 2,003 shares that Mr. Thorpe has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(26) Includes 14,154 shares with respect to which Mr. White has no voting or
investment power, 2,250 shares with respect to which he shares voting and
investment power, 2,763 phantom stock units and 2,891 shares which he has
the right to acquire through the exercise of stock options that are
currently exercisable or will become exercisable prior to April 1, 2001.
(27) Includes 335 shares to which Mr. Wilkerson has no voting or investment
power, 13,207 shares that he has the right to acquire through the exercise
of stock options that are currently exercisable or will become exercisable
prior to April 1, 2001, and 10,643 shares held in the 401(k) Plan to which
he is entitled to direct the Trustee as to the manner in which the shares
are voted.
(28) Includes 6,042 shares that Mr. Wilkins has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
(29) Includes 23,406 shares to which Mr. Williams has no voting or investment
power, and 3,110 shares that he has the right to acquire through the
exercise of stock options that are currently exercisable or will become
exercisable prior to April 1, 2001.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS AND BUSINESS RELATIONSHIPS
From time to time, Centura Bank extends credit to executive officers and
directors of Centura, members of their immediate families, and companies with
which they are associated, in the ordinary course of their business. During 2000
and through January 31, 2001, the highest aggregate amount of such extensions of
credit was approximately $77.1 million (approximately 1.0 percent of Centura's
outstanding loans and leases at December 31, 2000). At December 31, 2000,
executive officers and directors, and their immediate families or related
entities, as a group, were indebted to Centura Bank in the approximate aggregate
amount of $54.9 million (approximately 5.7 percent of Centura's equity capital).
All extensions of credit to executive officers and directors were made in the
ordinary course of business and on the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with unaffiliated parties. These loans do not involve more than the normal risk
of collectibility or present other unfavorable features. Centura Bank has had,
and expects to have in the future, similar banking transactions with directors,
executive officers, principal stockholders, and their associates.
In November 1997, Centura acquired Betts & Company, an insurance agency, of
which Thomas A. Betts, Jr., a Centura director, was a partner. The transaction
was on an arms-length basis and Mr. Betts took no part in the deliberations of
the Board of Directors regarding the transaction.
75
In November 1996, Centura acquired CLG, Inc., a technology leasing company
headquartered in Raleigh, North Carolina ("CLG"). Following its acquisition by
Centura, CLG entered into a lease with Painter Properties, which is 100 percent
owned by Mr. Painter, for CLG's main administrative office building in Raleigh,
North Carolina, providing for total aggregate rental payments over the remaining
term of the lease of approximately $51,000.
Centura Bank has entered into a lease with Cameron-Edenton Company for a
drive-in bank facility in Edenton, North Carolina, which provides for total
aggregate rental payments over the remaining term of the lease of approximately
$163,000. Charles M. (Terry) Reeves, III, a director of Centura, is a 50 percent
partner in Cameron-Edenton Company. In connection with his election to Centura's
Audit Committee in 1999, the Centura Board of Directors reviewed the potential
impact of Mr. Reeves' business relationship with Centura on his exercise of
independent judgment as a director and found that there was no adverse impact on
his independence as a result of such relationship.
Centura Bank has entered into a lease with Wren Land Company for a drive-up
banking facility and administrative offices in Wilson, North Carolina, which
provides for total aggregate rental payments over the remaining term of the
lease of approximately $316,000. George T. Stronach III, a director of Centura,
owns one-third of Wren Land Company. In connection with his election to
Centura's Audit Committee in 2000, the Centura Board of Directors reviewed the
potential impact of Mr. Stronach's business relationship with Centura on his
exercise of independent judgment as a director and found that there was no
adverse impact on his independence as a result of such relationship.
Charles T. Lane, a director of Centura, is of counsel to the law firm of
Poyner & Spruill, LLP ("Poyner & Spruill"), which firm performed legal services
for Centura and Centura Bank during 2000. During 2000, fees paid to Poyner &
Spruill by Centura for legal services were, in the aggregate, approximately $1.8
million, which exceeded five percent of Poyner & Spruill's gross revenues. In
addition, Centura Bank has entered into a lease for office space, paid on a
month-to-month basis, with Poyner & Spruill. Such lease payments amount to
approximately $11,400 per month.
O. Tracy Parks, III, a director of Centura, is a partner in the law firm
Parks, Pate & Scarborough, LLP, which firm performed legal services for Centura
Bank during 2000. During 2000, fees paid to Parks, Pate & Scarborough, LLP by
Centura Bank for legal services did not exceed five percent of the firm's gross
revenues.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
See item 8 for reference
(a)(2) Financial Statement Schedules
Financial statement schedules normally required on Form 10-K are omitted
since they are not applicable or because the required information is
included in the Consolidated Financial Statements or related Notes to
Consolidated Financial Statements.
(a)(3) Management Contracts or Compensatory Plan Arrangements
Exhibits have been filed separately with the Commission and are
available upon written request.
(b) Current Reports on Form 8-K
On October 11, 2000, Centura filed a current report on Form 8-K
announcing earnings for the three and nine-month periods ended September
30, 2000. A press release dated October 11, 2000 was included as an
exhibit.
On October 20, 2000, Centura filed a current report on Form 8-K, making
public information presented at a banking conference on October 23,
2000.
On October 26, 2000, Centura filed a current report on Form 8-KA,
amending the Form 8-K filed on October 20, 2000 to reflect certain
corrections made to the banking conference presentation held on October
20, 2000.
(c) Exhibits
Restated Articles of Incorporation of Centura Banks, Inc.
Amended and Restated Bylaws of Centura Banks, Inc.
Excerpts from Centura's Articles of Incorporation and Bylaws relating to
the rights of holders of Centura capital stock
76
Specimen certificate of Centura common stock
Amended and Restated Trust Agreement between Centura Banks, Inc., as
Depositor, State Street Bank and Trust Company, as Property Trustee, Delaware
Trust Capital Management, as Trustee, and the Administrative Trustees named
therein relating to $100 million Centura Capital Trust I, 8.845% Capital
Securities, Series A (the "Capital Securities")
Guarantee Agreement between Centura Banks, Inc., Guarantor, and State Street
Bank and Trust Company, as Guarantee Trustee, relating to the Capital
Securities
Junior Subordinated Indenture between Centura Banks, Inc. and State Street
Bank and Trust Company, as Trustee relating to $103.1 million of 8.845%
Junior Subordinated Deferred Interest Debentures of the Corporation
Centura Banks, Inc. Omnibus Equity Compensation Plan, as amended and restated
effective April 15, 1998.
Centura Banks, Inc. Directors' Deferred Compensation Plan, as amended and
restated effective February 17, 1997
Second Addendum and Amendment dated December 24, 1998 to the Supplemental
Executive Retirement Agreement ("SERP") between Centura Banks, Inc. and Cecil
W. Sewell, Jr.
Executive Employment Agreement, dated February 18, 2000, between Centura
Banks, Inc., Centura Bank and Michael S. Patterson
Second Addendum and Amendment dated December 24, 1998 to the SERP between
Centura Banks, Inc. and William H. Wilkerson
Second Addendum and Amendment dated December 24, 1998 to the SERP between
Centura Banks, Inc. and Frank L. Pattillo
The Planters Corporation Deferred Compensation Plan, as assumed by Centura
Banks, Inc.
SERP dated May 14, 1996, between Centura Banks, Inc. and Cecil W. Sewell, Jr.
SERP, as amended, dated October 23, 1996 between Centura Banks, Inc. and
Cecil W. Sewell, Jr.
SERP, dated February 18, 2000, between Centura Banks, Inc. and Michael S.
Patterson
Executive Employment Agreement, dated February 18, 2000, between Centura
Banks, Inc., Centura Bank and Cecil W. Sewell, Jr.
Agreement and Plan of Reorganization by and between Triangle Bancorp, Inc.
and Centura Banks, Inc. dated August 22, 1999
Centura Banks, Inc. Split-Dollar Life Insurance Plan (previously referred to
as Split Dollar Life Insurance Plan of The Planters Corporation), as assumed
by Centura Banks, Inc
Centura Banks, Inc. Dividend Reinvestment Stock Purchase Plan, as amended and
restated effective October 3, 1994
SERP dated May 14, 1996, between Centura Banks Inc. and William H. Wilkerson
Virginia Beach Federal Savings and Loan Association 1981 Stock Option Plan,
as amended, as assumed by Centura Banks, Inc.
SERP, as amended dated October 23, 1996 between Centura Banks, Inc. and
William H. Wilkerson
Virginia Beach Federal Savings Bank 1991 Stock Option Plan, as amended, as
assumed by Centura Banks, Inc
SERP dated May 13, 1996 between Centura Banks, Inc. and Frank L. Pattillo
Amended and Restated Omnibus Supplemental Executive Retirement Plan, dated
October 1, 1998
SERP as amended, dated October 23, 1996 between Centura Banks, Inc. and Frank
L. Pattillo
Agreement of Assumption of Retirement Payment Agreement, dated as of June 2,
1995, by and between Centura Banks, Inc., First Southern Savings Bank, Inc.
SSB, and William H. Redding, Jr.
77
Agreement of Assumption of Agreement for Deferred Fees, dated as of June 2,
1995, by and between Centura Banks, Inc., First Southern Bancorp, Inc., and
William H. Redding, Jr.
Virginia Beach Federal Financial Corporation 1997 Directors Stock
Compensation Plan, as assumed by Centura Banks, Inc.
First Community Bank Omnibus Stock Plan of 1994, as assumed by Centura Banks,
Inc.
Virginia Beach Federal Financial Corporation 1998 Stock Option Plan, as
assumed by Centura Banks, Inc.
Agreement and Plan of Merger dated October 28, 1998 between First Coastal
Bankshares, Inc. and Centura Banks, Inc.
First Southern Bancorp, Inc. Employee Stock Option Plan, as assumed by
Centura Banks, Inc.
First Southern Bancorp, Inc. Nonqualified Stock Option Plan for Directors, as
assumed by Centura Banks, Inc.
Executive Employment Agreement dated November 1, 1996, between Dean E.
Painter, Jr. and CLG, Inc.
Executive Employment Agreement dated November 3, 1997, between Thomas A.
Betts, Jr. and Centura Insurance Services, Inc.
Triangle Bancorp, Inc. 1988 Incentive Stock Option Plan
Triangle Bancorp, Inc. 1988 Non-Qualified Stock Option Plan
Triangle Bancorp, Inc. 1998 Omnibus Stock Plan
Granville United Bank 1993 Incentive Stock Option Plan
Granville United Bank Directors Stock Option Plan
The Village Bank Incentive Stock Option Plan
Standard Bank and Trust Company 1988 Incentive Stock Option Plan
Standard Bank and Trust Company 1988 Non-Qualified Stock Option Plan
Change of Control Agreement between Centura Banks, Inc. and B. Thomas Rogers,
Jr.
Change of Control Agreement between Centura Banks, Inc. and H. Kel Landis III
Change of Control Agreement between Centura Banks, Inc. and Scott M. Custer
Change of Control Agreement between Centura Banks, Inc. and Steven J.
Goldstein
Employment Agreement dated July 18, 2000 between William H. Wilkerson and
Centura Banks, Inc.
Agreement and Plan of Merger, dated as of January 26, 2001, by and between
Centura Banks, Inc. and Royal Bank of Canada
Stock Option Agreement, dated as of January 26, 2001, by and between Centura
Banks, Inc. and Royal Bank of Canada
Second Amendment to the Centura Banks, Inc. Omnibus Equity Compensation Plan
Third Addendum and Amendment dated as of July 19, 2000 to the SERP between
Centura Banks, Inc. and Cecil W. Sewell, Jr.
Third Addendum and Amendment dated as of July 19, 2000 to the SERP between
Centura Banks, Inc. and William H. Wilkerson
Third Addendum and Amendment dated as of July 19, 2000 to the SERP between
Centura Banks, Inc. and Frank L. Pattillo
SERP dated December 27, 1999 between Centura Banks, Inc. and H. Kel Landis
III
SERP dated December 27, 1999 between Centura Banks, Inc. and Scott M. Custer
78
SERP dated December 27, 1999 between Centura Banks, Inc. and Steven J.
Goldstein
SERP dated December 27, 1999 between Centura Banks, Inc. and B Thomas Rogers,
Jr.
SERP dated December 27, 1999 between Centura Banks, Inc. and Edward R. Hipp
III
Addendum and Amendment to the Executive Employment Agreement dated January
25, 2001 between Centura Insurance Services, Inc. and Thomas A Betts, Jr.
Letter re: Change in Certifying Accountant
Subsidiaries of Centura Banks, Inc.
Consent of PricewaterhouseCoopers LLP
COPIES OF EXHIBITS ARE AVAILABLE UPON WRITTEN REQUEST TO STEVEN J. GOLDSTEIN,
CHIEF FINANCIAL OFFICER OF CENTURA BANKS, INC.
79
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Centura Banks, Inc. has duly caused this report to be signed on the
12/th/ day of February, 2001, on its behalf by the undersigned, thereunto duly
authorized.
CENTURA BANKS, INC.
/S/ MICHAEL S. PATTERSON /S/ STEVEN J. GOLDSTEIN
- ------------------------ -----------------------
Michael S. Patterson Steven J. Goldstein
Chairman of the Board Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Centura Banks, Inc.
and in the capacities indicated on the 12th day of February, 2001.
/S/ MICHAEL S. PATTERSON Chairman of the Board, Director
------------------------
Michael S. Patterson
/S/ CECIL W. SEWELL, JR. Chief Executive Officer, Director
------------------------
Cecil W. Sewell, Jr.
/S/ RICHARD H. BARNHARDT Director
------------------------
Richard H. Barnhardt
/S/ THOMAS A. BETTS, JR. Director
------------------------
Thomas A. Betts, Jr.
/S/ H. TATE BOWERS Director
------------------
H. Tate Bowers
/S/ DAVID T. CLANCY Director
-------------------
David T. Clancy
/S/ TERRY S. EARLEY Controller
-------------------
Terry S. Earley
/S/ ERNEST L. EVANS Director
-------------------
Ernest L. Evans
/S/ DR. BERNARD W. FRANKLIN Director
---------------------------
Dr. Bernard W. Franklin
/S/ SUSAN E. GRAVELY Director
--------------------
Susan E. Gravely
/S/ JOHN H. HIGH Director
----------------
John H. High
/S/ ROBERT L. HUBBARD Director
---------------------
Robert L. Hubbard
/S/ WILLIAM H. KINCHELOE Director
------------------------
William H. Kincheloe
/S/ H. KEL LANDIS III Director, Centura Bank
---------------------
H. Kel Landis III
/S/ CHARLES T. LANE Director
-------------------
Charles T. Lane
80
/S/ WENDELL H. MURPHY Director
---------------------
Wendell H. Murphy
/S/ JOSEPH H. NELSON Director
--------------------
Joseph H. Nelson
/S/ DEAN E. PAINTER, JR. Director
------------------------
Dean E. Painter, Jr.
/S/ O. TRACY PARKS, III Director
-----------------------
O. Tracy Parks, III
/S/ PATRICK H. POPE Director
-------------------
Patrick H. Pope
/S/ WILLIAM H. REDDING, JR. Director
---------------------------
William H. Redding, Jr.
/S/ CHARLES M. REEVES, III Director
--------------------------
Charles M. Reeves, III
/S/ GEORGE T. STRONACH, III Director
---------------------------
George T. Stronach, III
/S/ ALEXANDER P. THORPE, III Director
----------------------------
Alexander P. Thorpe, III
/S/ SYDNOR M. WHITE, JR. Director
------------------------
Sydnor M. White, Jr.
/S/ WILLIAM H. WILKERSON Director, President
------------------------
William H. Wilkerson
/S/ CHARLES P. WILKINS Director
----------------------
Charles P. Wilkins
/S/ J. BLOUNT WILLIAMS Director
----------------------
J. Blount Williams
81
CENTURA BANKS, INC.
EXHIBIT LIST
Sequential
Exhibit ----------
-------
Page
----
Number. Description of Exhibit Number
- -------- ---------------------- ------
3.1 Restated Articles of Incorporation of Centura Banks, Inc. * (18)
3.2 Amended and Restated Bylaws of Centura Banks, Inc. * (16)
4.1 Excerpts from Centura's Articles of Incorporation and Bylaws relating to the rights of holders of * (1)
Centura capital stock
4.2 Specimen certificate of Centura common stock * (2)
4.3 Amended and Restated Trust Agreement between Centura Banks, Inc., as Depositor, State Street Bank and * (11)
Trust Company, as Property Trustee, Delaware Trust Capital Management, as Trustee, and the
Administrative Trustees named therein relating to $100 million Centura Capital Trust I, 8.845% Capital
Securities, Series A (the "Capital Securities")
4.4 Guarantee Agreement between Centura Banks, Inc., Guarantor, and State Street Bank and Trust Company, * (11)
as Guarantee Trustee, relating to the Capital Securities
4.5 Junior Subordinated Indenture between Centura Banks, Inc. and State Street Bank and Trust Company, as * (11)
Trustee relating to $103.1 million of 8.845% Junior Subordinated Deferred Interest Debentures of the
Corporation
10.1 Centura Banks, Inc. Omnibus Equity Compensation Plan, as amended and restated effective April 15, 1998. * (11)
10.2 Centura Banks, Inc. Directors' Deferred Compensation Plan, as amended and restated effective February * (8)
17, 1997
10.3 Second Addendum and Amendment dated December 24, 1998 to the Supplemental Executive Retirement * (13)
Agreement ("SERP") between Centura Banks, Inc. and Cecil W. Sewell, Jr.
10.5 Executive Employment Agreement, dated February 18, 2000, between Centura Banks, Inc., Centura Bank and * (16)
Michael S. Patterson
10.6 Second Addendum and Amendment dated December 24, 1998 to the SERP between Centura Banks, Inc. and * (13)
William H. Wilkerson
10.7 Second Addendum and Amendment dated December 24, 1998 to the SERP between Centura Banks, Inc. and * (13)
Frank L. Pattillo
10.8 The Planters Corporation Deferred Compensation Plan, as assumed by Centura Banks, Inc. * (4)
10.9 SERP dated May 14, 1996, between Centura Banks, Inc. and Cecil W. Sewell, Jr. * (10)
10.10 SERP, as amended, dated October 23, 1996 between Centura Banks, Inc. and Cecil W. Sewell, Jr. * (10)
10.11 SERP, dated February 18, 2000, between Centura Banks, Inc. and Michael S. Patterson * (16)
10.12 Executive Employment Agreement, dated February 18, 2000, between Centura Banks, Inc., Centura Bank and * (16)
Cecil W. Sewell, Jr.
10.13 Agreement and Plan of Reorganization by and between Triangle Bancorp, Inc. and Centura Banks, Inc. * (15)
dated August 22, 1999
10.14 Centura Banks, Inc. Split-Dollar Life Insurance Plan (previously referred to as Split Dollar Life * (4)
Insurance Plan of The Planters Corporation), as assumed by Centura Banks, Inc
10.15 Centura Banks, Inc. Dividend Reinvestment Stock Purchase Plan, as amended and restated effective * 4.2(7)
October 3, 1994
10.16 SERP dated May 14, 1996, between Centura Banks Inc. and William H. Wilkerson * (10)
10.17 Virginia Beach Federal Savings and Loan Association 1981 Stock Option Plan, as amended, as assumed by * (16)
Centura Banks, Inc.
10.19 SERP, as amended dated October 23, 1996 between Centura Banks, Inc. and William H. Wilkerson * (10)
10.21 Virginia Beach Federal Savings Bank 1991 Stock Option Plan, as amended, as assumed by Centura Banks, * (16)
Inc
10.22 SERP dated May 13, 1996 between Centura Banks, Inc. and Frank L. Pattillo * (10)
10.23 Amended and Restated Omnibus Supplemental Executive Retirement Plan, dated October 1, 1998 * (13)
10.24 SERP, as amended, dated October 23, 1996 between Centura Banks, Inc. and Frank L. Pattillo * (10)
10.25 Agreement of Assumption of Retirement Payment Agreement, dated as of June 2, 1995, by and between * (5)
Centura Banks, Inc., First Southern Savings Bank, Inc. SSB, and William H. Redding, Jr.
10.26 Agreement of Assumption of Agreement for Deferred Fees, dated as of June 2, 1995, by and between * (5)
Centura Banks, Inc., First Southern Bancorp, Inc., and William H. Redding, Jr.
10.27 Virginia Beach Federal Financial Corporation 1997 Directors Stock Compensation Plan, as assumed by * (16)
Centura Banks, Inc.
10.28 First Community Bank Omnibus Stock Plan of 1994, as assumed by Centura Banks, Inc. * 4.3 (9)
10.29 Virginia Beach Federal Financial Corporation 1998 Stock Option Plan, as assumed by Centura Banks, Inc. * (16)
82
10.30 Agreement and Plan of Merger dated October 28, 1998 between First Coastal Bankshares, Inc. and Centura * (12)
Banks, Inc.
10.31 First Southern Bancorp, Inc. Employee Stock Option Plan, as assumed by Centura Banks, Inc. * 4.2 (6)
10.32 First Southern Bancorp, Inc. Nonqualified Stock Option Plan for Directors, as assumed by Centura * 4.2 (6)
Banks, Inc.
10.33 Executive Employment Agreement, dated November 1, 1996, between Dean E. Painter, Jr. and CLG, Inc. * (11)
10.34 Executive Employment Agreement, dated November 3, 1997, between Thomas A. Betts, Jr. and Centura * (11)
Insurance Services, Inc.
10.36 Triangle Bancorp, Inc. 1988 Incentive Stock Option Plan *10.39 (17)
10.37 Triangle Bancorp, Inc. 1988 Non-Qualified Stock Option Plan * 10.40(17)
10.38 Triangle Bancorp, Inc. 1998 Omnibus Stock Plan * 10.41(17)
10.39 Granville United Bank 1993 Incentive Stock Option Plan * 10.42(17)
10.40 Granville United Bank Directors Stock Option Plan * 10.43(17)
10.41 The Village Bank Incentive Stock Option Plan * 10.44(17)
10.42 Standard Bank and Trust Company 1988 Incentive Stock Option Plan * 10.45(17)
10.43 Standard Bank and Trust Company 1988 Non-Qualified Stock Option Plan * 10.46(17)
10.45 Change of Control Agreement between Centura Banks, Inc. and B. Thomas Rogers, Jr. *10.2 (18)
10.46 Change of Control Agreement between Centura Banks, Inc. and H. Kel Landis III *10.3 (18)
10.47 Change of Control Agreement between Centura Banks, Inc. and Scott M. Custer *10.4 (18)
10.48 Change of Control Agreement between Centura Banks, Inc. and Steven J. Goldstein *10.5 (18)
10.48 Employment Agreement dated July 18, 2000 between William H. Wilkerson and Centura Banks, Inc. *10.6 (18)
10.50 Agreement and Plan of Merger, dated as of January 26, 2001, by and between Centura Banks, Inc. and *99.1 (19)
Royal Bank of Canada
10.51 Stock Option Agreement, dated as of January 26, 2001, by and between Centura Banks, Inc. and Royal *99.2 (19)
Bank of Canada
10.52 Second Amendment to the Centura Banks, Inc. Omnibus Equity Compensation Plan *10.1 (18)
10.53 Third Addendum and Amendment dated as of July 19, 2000 to the SERP between Centura Banks, Inc. and Page
Cecil W. Sewell, Jr.
10.54 Third Addendum and Amendment dated as of July 19, 2000 to the SERP between Centura Banks, Inc. and Page
William H. Wilkerson
10.55 Third Addendum and Amendment dated as of July 19, 2000 to the SERP between Centura Banks, Inc. and Page
Frank L. Pattillo
10.56 SERP dated December 27, 1999 between Centura Banks, Inc. and H. Kel Landis III Page
10.57 SERP dated December 27, 1999 between Centura Banks, Inc. and Scott M. Custer Page
10.58 SERP dated December 27, 1999 between Centura Banks, Inc. and Steven J. Goldstein Page
10.59 SERP dated December 27, 1999 between Centura Banks, Inc. and B Thomas Rogers, Jr. Page
10.60 SERP dated December 27, 1999 between Centura Banks, Inc. and Edward R. Hipp III Page
10.61 Addendum and Amendment to the Executive Employment Agreement dated January 25, 2001 between Centura Page
Insurance Services, Inc. and Thomas A Betts, Jr.
16 Letter re: Change in Certifying Accountant * (14)
21 Subsidiaries of Centura Banks, Inc. Page
23.1 Consent of PricewaterhouseCoopers LLP Page
______________
* Incorporation by reference from the following document as noted:
(1) Included as the identified exhibit in Centura Banks, Inc. Form S-4 dated
March 8, 1990, as amended by Amendment No. 1 dated May 14, 1990.
(2) Included as the identified exhibit in Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1990.
(3) Included as the identified exhibit in Centura Banks, Inc. Form S-8
Registration Statement filed as Post-Effective Amendment No. 1 to Form S-4
Registration Statement (Registration No. 33-52160) filed on December 31,
1992.
(4) Included as the identified exhibit in Planters Corporation Form 10-K (File
No. 0-11061) dated March 21, 1989.
(5) Included as the identified exhibit in Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1995.
(6) Included as the identified exhibit to Centura Banks, Inc. Form S-8
Registration Statement filed as Post-Effective Amendment No. 1 to Form S-4
Registration Statement (Registration No. 33-90568) filed on June 12, 1995.
(7) Included as the identified exhibit in Centura Banks, Inc. Post-Effective
Amendment No. 1 to Form S-3 Registration Statement filed as Post-Effective
Amendment No. 3 to Form S-4 Registration Statement (Registration No. 33-
33773) filed on September 2, 1994.
(8) Included as the identified exhibit in Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1994.
(9) Included as the identified exhibit to Centura Banks, Inc. Form S-8
Registration Statement filed as Post-Effective Amendment No 1 to Form S-4
Registration Statement (Registration No. 333-04949) filed on August 26,
1996.
(10) Included as the identified exhibit to Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1996.
(11) Included as the identified exhibit to Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1997.
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(12) Included as the identified exhibit in Centura Banks, Inc. Form S-4
Registration Statement (Registration No. 333-69283) filed on February 4,
1999.
(13) Included as the identified exhibit to Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1998.
(14) Information is incorporated by reference to Form 8-K dated December 22,
1999.
(15) Included as the identified exhibit in Centura Banks, Inc. Form S-4
Registration Statement (Registration No. 333-92195) filed on December 6,
1999.
(16) Included as the identified exhibit to Centura Banks, Inc. Annual Report on
Form 10-K for the year ended December 31, 1999.
(17) Included as the identified exhibit to Centura Banks, Inc. Form S-8
Registration Statement (Registration No. 333-36816) filed on May 11, 2000.
(18) Included as the identified exhibit to Centura Banks, Inc. Form 10-Q for the
quarter ended June 30, 2000.
(19) Included as the identified exhibit to Centura Banks, Inc. Form 8-K filed
February 2, 2001.
84