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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
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.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 56-1688522
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
134 North Church Street,
Rocky Mount, North Carolina 27804
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(Address of principal executive (Zip Code)
offices)
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
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(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act:
None
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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
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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 February 29, 2000, there were 39,615,508 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 $1.3 billion. Portions of the Proxy Statement of Centura for the
Annual Meeting of Shareholders to be held on April 19, 2000, are incorporated
by reference in Part III of this report.
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CROSS REFERENCE
Page II-
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PART I Item 1 Business 3
Item 2 Properties 12
Item 3 Legal Proceedings 12
Item 4 Submission of Matters to a Vote of Shareholders 12
PART II Item 5 Market for Centura's Common Equity and Related Shareholder Matters 12
Item 6 Selected Financial Data 13
Item 7 Management's Discussion and Analysis of Financial Condition and Results of
Operations 14
Item 7A Quantitative and Qualitative Disclosures About Market Risk 35
Item 8 Financial Statements and Supplementary Data 36
Supplemental Consolidated Financial Statements 70
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure 104
PART III Item 10 Directors and Executive Officers of Centura 104
Item 11 Executive Compensation 104
Item 12 Security Ownership of Certain Beneficial Owners and Management 104
Item 13 Certain Relationships and Related Transactions 104
PART IV Item 14 Exhibits, Financial Statement Schedules, and Reports on Form 8-K 104
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PART I
ITEM 1 BUSINESS
Registrant
Centura Banks, Inc. ("Centura") 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 two wholly-owned subsidiaries, Centura Bank (the "Bank"), a North
Carolina chartered bank, and Centura Capital Trust I ("CCTI"). Centura provides
services and assistance to the Bank 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 the
operations of Centura 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, 1999, Centura had
total consolidated assets of $9.1 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, 1999, the Bank had 2,657 full-time and
436 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.
CCTI is a statutory business trust created under the laws of the State of
Delaware. In June 1997, CCTI issued $100 million of fixed-rate 8.845 percent
Capital Securities, Series A ("Capital Securities"). 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
CCTI. Centura has guaranteed the obligations of CCTI under the Capital
Securities.
Centura's strategic intent is to become the primary provider of financial
services for each of its customers. Therefore, Centura offers: full-service
commercial and consumer banking services, including bill paying services;
retail securities brokerage services; insurance brokerage services covering a
full line of personal and commercial products; commercial and retail leasing;
asset management services and mortgage banking products.
Another component of the strategic intent is the convenient delivery of
financial products and services to help each customer achieve their financial
goals. At December 31, 1999, Centura served its customers through 228 financial
stores, including 42 supermarket and retail locations, and through 227
automated teller machines ("ATMs") located throughout North Carolina, South
Carolina, and Virginia. Centura also offers Centura Highway, a centralized
telephone operation which handles a broad range of financial services; a home
page on the Internet; and home banking through a telephone network operated by
a third party and connected to the personal computers of customers.
In keeping with its strategic intent, 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 product and service offerings
and related delivery systems and technologies in order to achieve Centura's
strategic intent.
Centura's growth plan continues to include acquisitions that create
strategic market entry or enhancement opportunities. These transactions are
described further in "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in Note 3 of the Notes to Consolidated
Financial Statements.
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
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through Centura's 228 financial stores and are also offered through the Centura
Highway. Treasury is responsible for Centura's asset/liability management
including managing Centura's investment portfolio.
"Other" includes 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. Leasing activities include Centura's
technology leasing subsidiary CLG, Inc. ("CLG") as well as the Centura Bank
Leasing Division which together offer a broad range of lease products including
automobile, equipment, and recreational vehicle leases. CLG was sold on
September 30, 1999. 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.
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 consolidated assets as of December 31, 1999, Centura was
the sixth largest bank holding company 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 intended to be a summary of the material
regulations and policies applicable to Centura and its subsidiaries and does
not purport to be a comprehensive discussion.
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. The following discussion summarizes the regulatory
framework applicable to banks and bank holding companies and provides certain
specific information related to Centura.
Regulation of Bank Holding Companies
Bank holding companies are required to obtain the prior approval of the
Federal Reserve before they may:
o acquire direct or indirect ownership or control of more than 5 percent
of the voting shares of any bank;
o acquire all or substantially all of the assets of any bank; or
o 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:
o engaging in activities other than banking, managing, or controlling banks
or other permissible subsidiaries; and
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o 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.
In determining whether a particular activity is permissible, the Federal
Reserve must consider whether the performance of such an activity reasonably
can be expected to produce benefits to the public that outweigh possible
adverse effects. Possible benefits the Federal Reserve considers include
greater convenience, increased competition, or gains in efficiency. Possible
adverse effects include undue concentration of resources, decreased or unfair
competition, conflicts of interest, or unsound banking practices. Activities
that the Federal Reserve has permitted for bank holding companies include:
o factoring accounts receivable;
o acquiring or servicing loans;
o leasing personal or real property;
o conducting discount securities brokerage activities;
o performing certain data processing services;
o acting as agent or broker in selling credit life insurance and certain
other types of insurance in connection with credit transactions;
o acting as a fiduciary, investment or financial advisor;
o making investments in corporations or projects designed primarily to
promote community welfare;
o acquiring a savings and loan association; and
o performing certain insurance underwriting activities.
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 Bank is a member of the FDIC and as a member, its 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.
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.
Financial Services Modernization Legislation
On November 12, 1999, President Clinton signed into law the GLBA, federal
legislation intended to modernize the financial services industry by
establishing a comprehensive framework to permit affiliations among commercial
banks, insurance companies, securities firms and other financial service
providers. Generally, the GLBA:
o repeals the historical restrictions and eliminates many federal and state
law barriers to affiliations among banks, securities firms, insurance
companies and other financial service providers;
o provides a uniform framework for the functional regulation of the
activities of banks, savings institutions and their holding companies;
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o broadens the activities that may be conducted by national banks, banking
subsidiaries of bank holding companies and their financial subsidiaries;
o provides an enhanced framework for protecting the privacy of consumer
information;
o adopts a number of provisions related to the capitalization, membership,
corporate governance and other measures designed to modernize the Federal
Home Loan Bank system;
o modifies the laws governing the implementation of the Community
Reinvestment Act; and
o addresses a variety of other legal and regulatory issues affecting both
day-to-day operations and long-term activities of financial institutions.
Bank holding companies will be permitted to engage in a wider variety of
financial activities than permitted under prior law, particularly with respect
to insurance and securities activities. In addition, in a change from prior
law, bank holding companies will be in a position to be owned, controlled or
acquired by any company engaged in financially-related activities.
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.
Centura has not determined whether it will elect financial holding company
status when the election becomes available under the provisions of the GLBA.
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 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 ("Tier 1
capital"). The remainder may consist of subordinated debt, other preferred
stock, a limited amount of loan loss reserves, and unrealized gains on equity
securities subject to limitations ("Tier 2 capital"). At December 31, 1999,
Centura and the Bank were in compliance with the total capital ratio and the
Tier I 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, 1999. 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
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in compliance with these minimum capital requirements as of December 31, 1999.
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."
The federal bank regulators continue to indicate their desire to amend
bank capital requirements to reflect interest rate risk. The Federal Reserve,
the FDIC, and the Office of the Comptroller of the Currency have proposed an
amendment to the risk-based capital standards that would calculate the change
in a bank's net economic value attributable to increases and decreases in
market interest rates and would require banks with excessive interest rate risk
exposure to hold additional amounts of capital against such exposures. The
Office of Thrift Supervision has already included an interest rate risk
component in its risk-based capital guidelines for savings associations that it
regulates.
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.
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, 1999, under dividend restrictions imposed under federal
and state laws, Centura Bank, without obtaining governmental approvals, could
declare aggregate dividends to Centura of approximately $163.3 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 neighborhoods. 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.
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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:
o a lending test, to evaluate the institution's record of making loans in
its service areas;
o 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
o 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.
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. The federal banking agencies have specified the
relevant capital level for each category.
An institution will be treated as "well capitalized" if:
o its ratio of total capital to risk-weighted assets is at least 10%;
o its ratio of Tier 1 capital to risk-weighted assets is at least 6%;
o its leverage ratio is at least 5%; and
o it is not subject to any order or directive by the FDIC to meet a
specific capital level.
An institution will be treated as "adequately capitalized" if:
o its ratio of total capital to risk-weighted assets is at least 8%;
o its ratio of Tier 1 capital to risk-weighted assets is at least 4%; and
o its leverage ratio is at least 4% (3% if the bank receives the highest
rating under the Uniform Financial Institutions Rating System) and it is
not a well capitalized institution.
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An institution will be treated as "undercapitalized" if:
o its total risk-based capital ratio is less than 8%;
o its Tier 1 risk-based capital ratio is less than 4%; or
o its leverage ratio is less than 4% (or less than 3% if the institution is
rated a composite "1" under the Uniform Financial Institutions Rating
System).
An institution will be treated as "significantly undercapitalized" if:
o its total risk-based capital ratio is less than 6%; or
o its Tier 1 capital ratio is less than 3% or a leverage ratio is less than
3%.
An institution that has a tangible equity capital to assets ratio equal to
or less than 2 percent is deemed to be critically undercapitalized. "Tangible
equity" includes core capital elements counted as Tier 1 capital for purposes
of the risk-based capital standards, plus the amount of outstanding cumulative
perpetual preferred stock (including related surplus), minus all intangible
assets, with certain exceptions. A depository institution may be deemed to be
in a capitalization category that is lower than is indicated by its actual
capital position if it receives an unsatisfactory examination rating.
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. This obligation to fund a capital restoration
plan is limited to the lesser of 5 percent of an undercapitalized subsidiary's
assets or the amount required to meet regulatory capital requirements. Except
in accordance with an accepted capital restoration plan or with the approval of
the FDIC, an undercapitalized institution is also generally prohibited from
increasing its average total assets, making acquisitions, establishing any
branches, or engaging in any new line of business. In addition, its federal
banking agency is given authority with respect to any undercapitalized
institution to take any of the actions it is required to or may take with
respect to a significantly undercapitalized institution if it determines that
those actions are necessary to carry out the purpose of FDICIA.
For those institutions that are undercapitalized or significantly
undercapitalized and either fail to submit an acceptable capital restoration
plan or fail to implement an approved capital restoration plan, its federal
banking agency must require the institution to:
o sell enough shares, including voting shares, to become adequately
capitalized;
o merge with, or be sold to another institution, but only if grounds exist
for appointing a conservator or receiver;
o restrict certain transactions with its banking affiliates;
o restrict transactions with bank or non-bank affiliates;
o restrict interest rates that the institution pays on deposits to
"prevailing rates" in the institution's "region";
o restrict asset growth or reduce total assets;
o alter, reduce, or terminate activities;
o hold a new election of directors;
o dismiss any director or senior executive officer who held office for more
than 180 days immediately before the institution became undercapitalized,
provided that in requiring dismissal of a director or senior officer, the
agency must comply with certain procedural requirements, including the
opportunity for an appeal in which the director or officer will have the
burden of proving his or her value to the institution;
o employ "qualified" senior executive officers;
o cease accepting deposits from correspondent depository institutions;
o divest certain nondepository affiliates which pose a danger to the
institution; or
o be divested by a parent holding company.
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In addition, without the prior approval of its federal banking agency, a
significantly undercapitalized institution may not pay any bonus to any senior
executive officer or increase the rate of compensation for such officer.
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 described above, 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.
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. A fundamental
change in the banking business has been brought on by advances in technology.
Notably, banks are contracting increasingly with outside vendors to provide
data processing and core banking functions. Furthermore, the use of
technology-related products, services, delivery channels, and processes expose
a bank to various risks, particularly operational, strategic, reputation, and
II-10
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
The Bank's authority to engage in transactions with its "affiliates" is
limited by Sections 23A and 23B of the Federal Reserve Act ("FRA") and the
regulations of the Federal Reserve thereunder. In general, an affiliate of the
Bank is any company that controls the Bank or any other company that is under
common control with the Bank, excluding the Bank's subsidiaries. At present,
the provisions of Sections 23A and 23B apply to extensions of credit by the
Bank to Centura, CCTI, and FGHE. Section 23A limits the aggregate amount of
transactions with any individual affiliate to 10 percent of capital and surplus
and also limits the aggregate amount of transactions with all affiliates to 20
percent of capital and surplus. Extensions of credit to affiliates are required
to be secured by collateral in an amount of a type described in Section 23A and
purchase of low quality assets from affiliates is generally prohibited. Section
23B provides that certain transactions with affiliates, including loan and
asset purchases, must be on terms and under circumstances, including credit
standards that are substantially the same or at least as favorable to the Bank
as those prevailing at the time for comparable transactions with nonaffiliated
companies.
The Bank's authority to extend credit to its directors, executive officers
and 10 percent shareholders, as well as to entities controlled by such persons,
is currently governed by the requirements of Sections 22(g) and 22(h) of the
FRA and Regulation O of the Federal Reserve Board thereunder. Among other
things, these provisions require that extensions of credit to insiders (i) 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
(ii) do 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 of 12 U.S.C. ss.1972 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.
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.
Year 2000 ("Y2K") Compliance
As of the date of this report, Centura has not experienced any material
effects related to the Year 2000 readiness problem. Although Centura has not
been informed of any material risks associated with the Year 2000 problem from
third parties, there can be no assurance that Centura will not be impacted in
the future. Centura will continuously monitor its business applications and
maintain contact with its third party vendors and key business partners to
resolve any Year 2000 problems that may arise in the future.
See the "Year 2000" section of "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for other information related to
the Year 2000.
II-11
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 228 financial stores, of which 195 are located in North Carolina. The
Bank also operates 7 financial stores in South Carolina and 26 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. They allege that Centura Bank breached its duties and
committed other violations of law as depository of substantial sums of money
allegedly converted by the personal and financial advisors of the owners of
such money and in connection with the creation of charitable trusts established
with a portion of the funds. No claim for a specific amount of monetary damages
was made in the cases until 1999. Plaintiffs seek compensatory and treble
damages in amounts that are material to Centura and its subsidiaries taken as a
whole. Centura and Centura Bank believe that Centura Bank has meritorious
defenses to all claims asserted in these cases and Centura Bank is defending
the cases vigorously. 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"),
which has been consolidated for discovery with the Staton Cases, 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. Plaintiffs seek specific performance or recovery of money
damages in an amount that is material to Centura and its subsidiaries taken as
a whole. Centura and Centura Bank believe Centura Bank has meritorious defenses
to all claims asserted in this case and Centura Bank is defending the case
vigorously. In 1999, Ingeborg Staton, Mercedes Staton and trusts created by
Ingeborg Staton and Mercedes Staton 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. By consent of the parties, the 1999 Case has been consolidated
with the Staton Cases and the PIPM Case. Centura and Centura Bank believe that
Centura Bank has meritorious defenses to all claims asserted in this case and
Centura Bank intends to defend it vigorously. Management does not believe that
Centura or Centura Bank has liability with respect to these cases and
accordingly, is unable to estimate a range of loss.
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.
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, 1999.
PART II
ITEM 5 MARKET FOR CENTURA'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
See pages 7, 28-29, 33, 57-58 and 67-68 of the Form 10-K for information
regarding the market for Centura's common equity and related shareholder
matters.
II-12
ITEM 6 SELECTED FINANCIAL DATA
Table 1
- --------------------------------------------------------------------------------
SELECTED FINANCIAL DATA
- --------------------------------------------------------------------------------
Five-Year
Compounded
Growth
1999 1998 1997 1996 1995 Rate
------------- ------------- ------------- ------------- ------------- -----------
SUMMARY OF OPERATIONS
(thousands)
Interest income ............................. $ 646,559 $ 621,718 $ 563,688 $ 518,105 $ 469,921 11.6%
Interest expense ............................ 307,093 303,627 276,821 251,305 230,262 14.0
--------- --------- --------- --------- ---------
Net interest income ......................... 339,466 318,091 286,867 266,800 239,659 9.6
Provision for loan losses ................... 32,977 15,644 13,643 9,746 8,079 34.5
Noninterest income .......................... 152,693 140,521 112,268 94,630 76,951 20.0
Noninterest expense ......................... 302,063 290,397 253,357 243,439 205,650 10.7
Income taxes ................................ 53,091 52,257 44,974 39,525 37,062 11.3
--------- --------- --------- --------- ---------
Net income .................................. $ 104,028 $ 100,314 $ 87,161 $ 68,720 $ 65,819 13.5
========= ========= ========= ========= =========
Net interest income, taxable equivalent ..... $ 346,773 $ 325,391 $ 294,594 $ 272,825 $ 244,841 9.5%
Cash dividends paid ......................... $ 34,980 $ 31,322 $ 28,349 $ 24,796 $ 19,520 16.0%
PER COMMON SHARE
Net income -- basic ......................... $ 3.66 $ 3.57 $ 3.17 $ 2.52 $ 2.39 12.1%
Net income -- diluted ....................... 3.62 3.50 3.11 2.46 2.35 12.2
Cash dividends .............................. 1.25 1.11 1.03 0.91 0.71 14.6
Book value .................................. 24.53 23.88 21.14 18.86 17.63 9.8
SELECTED AVERAGE BALANCES
(millions)
Assets ...................................... $ 8,821 $ 8,185 $ 7,209 $ 6,573 $ 5,874 11.2%
Earning assets .............................. 8,073 7,471 6,640 6,077 5,421 11.0
Loans ....................................... 5,869 5,377 4,766 4,442 4,076 11.4
Investment securities ....................... 2,146 2,059 1,839 1,586 1,311 9.7
Core deposits ............................... 5,438 5,378 4,904 4,541 4,126 6.8
Total deposits .............................. 6,036 5,889 5,300 4,965 4,536 7.5
Shareholders' equity ........................ 696 640 552 494 464 11.8
SELECTED YEAR-END BALANCES
(millions)
Assets ...................................... $ 9,123 $ 8,796 $ 7,742 $ 6,900 $ 6,484 11.2%
Earning assets .............................. 8,372 8,034 7,050 6,307 5,937 11.3
Loans ....................................... 5,979 5,834 5,048 4,558 4,344 10.2
Investment securities ....................... 2,265 2,161 1,958 1,712 1,548 13.2
Long-term debt .............................. 761 614 428 407 318 40.7
Core deposits ............................... 5,491 5,549 5,293 4,792 4,421 7.0
Total deposits .............................. 6,168 6,069 5,772 5,157 4,938 7.8
Shareholders' equity ........................ 690 676 582 516 484 11.2
SELECTED RATIOS
Return on average assets .................... 1.18% 1.23% 1.21% 1.05% 1.12%
Return on average equity .................... 14.96 15.68 15.79 13.90 14.19
Average equity to average assets ............ 7.89 7.82 7.66 7.52 7.90
Dividend payout ratio ....................... 34.53 31.71 33.12 36.99 30.21
II-13
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This document contains forward-looking statements about Centura Banks,
Inc. ("Centura"). These statements can be identified by the use of words such
as "expect," "may," "could," "intend," "estimate," or "anticipate." These
forward-looking statements reflect current views, but are based on assumptions
and are subject to risks, uncertainties and other factors. Those factors
include, but are not limited to, the following: (i) expected cost savings from
pending mergers may not be fully realized or costs or difficulties related to
the integration of the businesses of Centura and merged institutions may be
greater than expected, (ii) deposit attrition, customer loss, or revenue loss
following pending mergers may be greater than expected, (iii) competitive
pressure in the banking industry may increase significantly, (iv) changes in
the interest rate environment may reduce margins, (v) general economic
conditions, either nationally or regionally, may be less favorable than
expected, resulting in, among other things, credit quality deterioration, (vi)
changes may occur in the regulatory environment, (vii) changes may occur in
business conditions and inflation, and (viii) changes may occur in the
securities markets.
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 36-69 and
the supplemental financial data appearing throughout this report. Centura is a
bank holding company operating in North Carolina, South Carolina, and Virginia.
Note 1 of the Notes to Consolidated Financial Statements discusses its
wholly-owned subsidiaries, Centura Bank (the "Bank") and Centura Capital Trust
I ("CCTI").
SEGMENT INFORMATION
The Bank 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 228 financial stores and are also offered through the Centura
Highway.
Treasury is responsible for Centura's asset/liability management including
managing Centura's investment portfolio.
"Other" includes the asset management division, leasing activities,
Centura Securities, Inc., Centura Insurance Services, Inc., and First
Greensboro Home Equity ("FGHE"). Centura's asset management division provides
trust and fiduciary services as well as retirement plan design and
administration. Leasing activities include Centura's technology leasing
subsidiary CLG, Inc. ("CLG") and the Centura Bank Leasing Division, both of
which offer a broad range of lease products including automobile, equipment,
and recreational vehicle leases. CLG was sold on September 30, 1999. 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.
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
Centura reported net income for 1999 of $104.0 million, or $3.62 per
diluted share compared with $100.3 million or $3.50 per diluted share reported
in 1998. 1999 earnings include $8.4 million of nonrecurring expenses incurred
as a result of the March 1999 merger with First Coastal Bankshares, Inc.
("First Coastal"). Excluding these merger-related charges,
II-14
diluted EPS would have been $3.81 per share. Other items of significance
occurring as of and for the year ended December 31,1999 are highlighted below:
o During 1999, Centura announced its plans to merge with Triangle
Bancorp, Inc. ("Triangle"), a Raleigh, North Carolina based bank holding
company with assets of $2.4 billion. The merger was consummated on
February 18, 2000, significantly expanding Centura's market share in key
metropolitan areas throughout North Carolina.
o Centura successfully integrated three mergers during 1999: First
Coastal, Scotland Bancorp, Inc. and Capital Advisors. Combined, these
mergers increased Centura's asset base by $585.0 million, expanded its
market share in Virginia, and complemented Centura's strategy to be the
primary provider of financial services to its customers.
o Total loans and deposits were $6.0 billion and $6.2 billion,
respectively, at December 31, 1999 compared to $5.8 billion and $6.1
billion at December 31, 1998.
o The allowance for loan losses ended 1999 at $73.5 million, representing
1.25* percent of outstanding loans compared to $72.3 million, or 1.27*
percent of outstanding loans at year-end 1998. Net charge-offs,
reflecting an $11.8 million isolated charge-off for the Pluma credit,
were 0.55* percent of average loans for 1999 compared to 0.26* percent
of average loans for 1998.
o Noninterest income, before securities transactions, increased $13.4
million or 9.6 percent to total $153.2 million for 1999 compared to
$139.8 million earned in 1998.
o Excluding merger-related expenses of $6.9 million that were included in
noninterest expense, noninterest expenses increased only $4.8 million or
1.7 percent. The efficiency ratio for 1999 was 59.10 percent, excluding
merger-related expenses.
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, 1999. These transactions allowed Centura to leverage upon existing
market presence in North Carolina as well as expand into adjacent and
complementary markets in South Carolina and Virginia.
Table 2
- --------------------------------------------------------------------------------
(millions) Acquisition Date Total Assets
- -------------------------------------------------------------------------- ------------------ -------------
ACQUISITIONS ACCOUNTED FOR AS PURCHASES:
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
Branch Banking and Trust Company and United Carolina Bank, deposit
assumption .............................................................. 8/15/97 $313
Betts & Company, insurance agency ........................................ 11/03/97 1
NationsBank, N.A., deposit assumption .................................... 11/13/97 86
First Union National Bank, deposit assumption ............................ 12/05/97 16
MERGERS ACCOUNTED FOR AS POOLINGS-OF-INTERESTS:
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
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
- ---------
* Calculation excludes mortgage loans held for sale.
II-15
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 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. The acquisition was accounted for using
the purchase method of accounting and approximately $14.8 million of goodwill
was recorded in other assets on the consolidated balance sheet.
On February 5, 1999, Centura completed the acquisition of Scotland, based
in Laurinburg, North Carolina. The acquisition was accounted for as a purchase.
Goodwill of approximately $6.6 million was recorded in other assets on the
consolidated balance sheet.
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. The combination was
accounted for as a pooling-of-interests, and accordingly, historical financial
information for all periods presented has been restated to include First
Coastal's historical financial information. This combination increased
Centura's presence in the Hampton Roads region of Virginia by 18 financial
stores. In connection with the merger, Centura recorded non-recurring pre-tax
charges of $8.4 million, which includes $6.9 million in merger-related expenses
and $1.5 million in provision for loan losses recorded to align the allowance
for loan loss factors between the two entities. Included in these
merger-related expenses were severance and termination-related accruals, costs
of the transaction, and the write-off of certain assets deemed to have no
ongoing benefit to Centura. The severance costs include payments to be made in
connection with the involuntary termination of employees who were specifically
identified and notified of their termination and severance benefits in
December, 1998. The following table summarizes these merger-related charges as
well as the remaining liability at December 31, 1999:
Utilized Remaining Balance
Merger-Related Charges Pre-tax in 1999 December 31, 1999
- ------------------------------------------ --------- ---------- ------------------
(In thousands)
Severance costs .......................... $ 770 $ 770 $ --
Write-off of unrealizable assets ......... 1,259 1,059 200
Contract terminations .................... 2,071 1,337 734
Professional costs ....................... 1,683 1,683 --
Other merger-related expenses ............ 1,075 1,068 7
------ ------ ----
Total merger-related expenses ............ $6,858 $5,917 $941
====== ====== ====
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 $2.4 billion and operated 71 locations throughout North
Carolina. Historical financial information presented in this report has not
been restated to include the accounts and results of operations of Triangle.
Supplemental consolidated financial statements restated to reflect the merger
with Triangle are included in Item 8 of this report.
II-16
The following table presents the historical results of operations for
Centura, First Coastal 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 the actual
consummation:
Historical Proforma
---------------------------------------------------------- ------------------
Centura and Centura,
First Coastal First Coastal and
Centura First Coastal Combined Triangle Triangle Combined
------------- --------------- --------------- ------------ ------------------
(In thousands, except share data)
Year ended December 31, 1999
Net interest income, after provision . $ 306,489 $ -- $ 306,489 $ 71,408 $ 377,897
Noninterest income ................... 152,693 -- 152,693 20,221 170,897*
Noninterest expense .................. 302,063 -- 302,063 51,619 352,323*
Net income ........................... 104,028 -- 104,028 26,707 130,337*
Net income per common share:
Basic ................................ $ 3.66 $ -- $ 3.66 $ 1.06 $ 3.28
Diluted .............................. 3.62 -- 3.62 1.04 3.23
Year ended December 31, 1998
Net interest income, after provision . $ 284,174 $ 18,273 $ 302,447 $ 69,515 $ 371,962
Noninterest income ................... 134,700 5,821 140,521 18,456 157,596*
Noninterest expense .................. 271,689 18,708 290,397 54,896 343,912*
Net income ........................... 96,871 3,443 100,314 21,858 122,172
Net income per common share:
Basic ................................ $ 3.67 $ 0.69 $ 3.57 $ 0.87 $ 3.10
Diluted .............................. 3.60 0.67 3.50 0.84 3.03
Year ended December 31, 1997
Net interest income, after provision . $ 254,487 $ 18,737 $ 273,224 $ 63,269 $ 336,493
Noninterest income ................... 108,367 3,901 112,268 16,922 128,155*
Noninterest expense .................. 237,376 15,981 253,357 50,125 302,446*
Net income ........................... 83,058 4,103 87,161 19,526 106,687
Net income per common share:
Basic ................................ $ 3.22 $ 0.82 $ 3.17 $ 0.79 $ 2.76
Diluted .............................. 3.15 0.81 3.11 0.76 2.70
- ---------
* Reflects intercompany eliminations and adjustments made to conform accounting
policies between the combined entities.
On September 30, 1999, Centura sold its technology leasing subsidiary,
CLG. The pretax net gain recorded on this sale was $4.9 million.
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 1999, average interest-earning assets were $8.1 billion
compared with the $7.5 billion averaged during 1998, an increase of $602.0
million or 8.1 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 $145.7 million over 1998 to total $6.0 billion at year-end 1999.
Commercial loans (commercial mortgage, commercial, industrial and agricultural,
and real estate construction) comprised the largest portion of total loans
representing 57.2 percent of outstanding loans at December 31, 1999, up from
53.2 percent at December 31, 1998. The consumer loan and leasing portfolios
represented 38.5 percent and 4.3 percent of total outstanding loans at December
31, 1999, respectively, versus 39.3 percent and 7.5 percent at December 31,
1998. The leasing portfolio declined as a result of the third quarter 1999 sale
of Centura's technology leasing subsidiary, CLG, as well as due to decreased
emphasis on the product and normal amortization. Refer to Table 3 for a summary
of loans outstanding and mix percentages.
II-17
Inherent in lending is the risk of loss due to the failure of a borrower
to repay amounts due. To minimize this risk, over 92 percent of the $3.4
billion commercial loan portfolio outstanding at December 31, 1999 is 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 credit. 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 reviewed.
In connection with commercial lending activities, Centura had $186.1
million of standby letters of credit outstanding at December 31, 1999. These
letters of credit are subject to the same credit approval and monitoring
process as commercial loans.
Consumer loans consist of equity lines, residential mortgages, installment
loans, and other credit line loans. Combined, these loans increased $7.9
million to $2.3 billion at December 31, 1999. Equity lines and other credit
lines increased $25.7 million while residential mortgage loans decreased $17.9
million from the prior year. The increase in equity lines and other credit
lines was in response to sale campaigns held during 1999. To help assess
borrower risk when extending credit on consumer loans, Centura utilizes a
standard credit scoring system. All new lines opened under the sales campaign
mentioned above were subject to Centura's standard credit approval process.
Credit is extended by the Bank principally to customers in its market
areas of North Carolina, South Carolina, and the Hampton Roads region of
Virginia. 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."
On average, loans were up $492.2 million or 9.2 percent over 1998,
averaging $5.9 billion for 1999. Average loans as a percent of average-interest
earning assets increased slightly to 72.7 percent compared with 72.0 percent
for the prior year.
For the year ended December 31, 1999, loans generated additional taxable
equivalent interest income, including fee income, of $18.6 million, an increase
of 3.8 percent over the prior year. Without the taxable equivalent adjustment,
interest income earned on loans increased $18.2 million to $510.2 million.
Interest income earned on loans is dependent on interest rates, credit spreads,
and product mix. Loans repricing in a lower rate environment throughout the
first half of the year accompanied by tighter credit spreads contributed to a
45 basis point decline in the average loan yield between 1998 and 1999. Refer
to Table 7, "Net Interest Income Analysis and Volume/Rate Variance-Taxable
Equivalent Basis."
II-18
Table 3
- --------------------------------------------------------------------------------
TYPES OF LOANS
- --------------------------------------------------------------------------------
1999 1998
------------------------- -------------------------
% of % of
Amount Total Amount Total
------------- ----------- ------------- -----------
(dollars in thousands)
Commercial, financial, and
agricultural .................. $1,528,839 25.57% $1,126,721 19.31%
Consumer ....................... 463,523 7.75 437,815 7.50
Real estate -- mortgage(1) ..... 2,906,877 48.61 2,997,746 51.39
Real estate -- construction
and land development .......... 739,374 12.37 750,156 12.86
Leases ......................... 255,149 4.27 434,556 7.45
Other .......................... 85,621 1.43 86,676 1.49
---------- ------ ---------- ------
Total loans .................... $5,979,383 100.00% $5,833,670 100.00%
========== ====== ========== ======
1997 1996 1995
------------------------- ------------------------- -------------------------
% of % of % of
Amount Total Amount Total Amount Total
------------- ----------- ------------- ----------- ------------- -----------
(dollars in thousands)
Commercial, financial, and
agricultural .................. $ 870,824 17.25% $ 754,191 16.55% $ 676,110 15.56%
Consumer ....................... 341,935 6.78 291,373 6.39 283,293 6.52
Real estate -- mortgage(1) ..... 2,672,017 52.94 2,475,315 54.31 2,594,085 59.72
Real estate -- construction
and land development .......... 626,625 12.41 551,104 12.09 473,339 10.90
Leases ......................... 470,376 9.32 420,240 9.22 269,677 6.21
Other .......................... 65,746 1.30 65,454 1.44 47,542 1.09
---------- ------ ---------- ------ ---------- ------
Total loans .................... $5,047,523 100.00% $4,557,677 100.00% $4,344,046 100.00%
========== ====== ========== ====== ========== ======
- ---------
(1) Real estate -- mortgage represents loans secured by real estate, which
includes loans secured by multifamily residential property, residential
mortgage loans, residential mortgage loans held for sale, loans secured by
farmland, and loans secured by other commercial property.
Table 4
- --------------------------------------------------------------------------------
MATURITY SCHEDULE OF SELECTED LOANS
- --------------------------------------------------------------------------------
As of December 31, 1999
------------------------------------------------------
One One
Year Through Over
Or Five Five
Less Years Years Total
----------- ----------- ---------- -------------
(thousands)
Commercial, financial, and agricultural:
Fixed interest rates ........................... $291,091 $227,830 $ 77,912 $ 596,833
Floating interest rates ........................ 412,542 464,948 54,516 932,006
-------- -------- -------- ----------
Total .......................................... $703,633 $692,778 $132,428 $1,528,839
======== ======== ======== ==========
Real estate -- construction and land development:
Fixed interest rates ........................... $ 51,044 $ 63,137 $ 7,350 $ 121,531
Floating interest rates ........................ 330,397 250,324 37,122 617,843
-------- -------- -------- ----------
Total .......................................... $381,441 $313,461 $ 44,472 $ 739,374
======== ======== ======== ==========
Investment Securities
The investment portfolio, comprised primarily of mortgage-backed
securities, increased to $2.3 billion, an increase of $103.8 million or 4.8
percent over 1998's $2.2 billion portfolio. For 1999, the investment portfolio
averaged $2.1 billion, up 4.2 percent over 1998's average. Investment
securities as a percentage of average interest-earning assets were 26.6 percent
and 27.6 percent at December 31, 1999 and 1998, respectively. Refer to Note 4
of the Notes to Consolidated Financial Statements for a summary of investment
securities as of December 31, 1999, 1998 and 1997.
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 1999, substantially all securities in Centura's
investment portfolio consisted of these types of securities. The effective
duration of the investment portfolio at December 31, 1999 was 2.9 years
compared with 2.1 years at year-end 1998. Table 5 summarizes the investment
portfolio by contractual maturity date with original contractual lives that
range from one day to 30 years. Mortgage-backed and asset-backed securities, by
nature, have lives that are shorter than their contractual life due to
volatility in the monthly returns of principal.
II-19
Table 5
- --------------------------------------------------------------------------------
INVESTMENT SECURITIES -- MATURITY/YIELD SCHEDULE
- --------------------------------------------------------------------------------
Remaining Maturities as of December 31, 1999
----------------------------------------------------------------
1 Year or Less 1 to 5 Years 6 to 10 Years
--------------------- ---------------------- -------------------
Amortized Amortized Amortized
Cost Yield Cost Yield Cost Yield
----------- --------- ----------- ---------- ----------- -------
(dollars in thousands)
Held to Maturity:
U.S. Treasury ................ $ -- --% $ 24,900 6.72% $ -- --%
U.S. government agencies
and corporations ............ -- -- 3,678 -- -- --
State and municipal .......... 1,456 9.91 13,259 9.47 7,576 7.73
Other securities ............. 16 10.25 -- -- -- --
------- -------- --------
Total held to maturity ....... $ 1,472 9.91 $ 41,837 7.00 $ 7,576 7.73
======= ======== ========
Available for Sale:
U.S. Treasury ................ $ -- --% $103,387 6.77% $ -- --%
U.S. government agencies
and corporations ............ 33,497 5.58 149,207 5.90 -- --
State and municipal .......... -- -- 957 7.66 886 8.63
Mortgage-backed and
asset-backed securities ..... -- -- 84,483 6.13 156,874 6.23
Common stock ................. -- -- -- -- -- --
Other securities ............. 15,217 5.11 -- -- 73,754 6.46
------- -------- --------
Total available for sale ..... $48,714 5.43 $338,034 6.23 $231,514 6.31
======= ======== ========
Remaining Maturities as of December 31,
1999
-----------------------------------------
Over 10 Years No Maturity Total
--------------------- ------------------- -----------------------
Amortized Amortized Amortized
Cost Yield Cost Yield Cost Yield
------------- ------- ----------- ------- ------------ ----------
(dollars in thousands)
Held to Maturity:
U.S. Treasury ................ $ -- --% $ -- --% $ 24,900 6.72%
U.S. government agencies
and corporations ............ -- -- -- -- 3,678 --
State and municipal .......... 3,282 8.79 -- -- 25,573 8.89
Other securities ............. -- -- -- -- 16 10.25
---------- ------- ----------
Total held to maturity ....... $ 3,282 8.79 $ -- -- $ 54,167 7.29
========== ======= ==========
Available for Sale:
U.S. Treasury ................ $ -- --% $ -- --% $ 103,387 6.77%
U.S. government agencies
and corporations ............ -- -- -- -- 182,704 5.85
State and municipal .......... 1,620 9.81 -- -- 3,463 8.91
Mortgage-backed and
asset-backed securities ..... 1,280,501 6.34 -- -- 1,521,858 6.32
Common stock ................. -- -- 48,678 7.28 48,678 7.28
Other securities ............. 307,709 6.54 -- -- 396,680 6.47
---------- ------- ----------
Total available for sale ..... $1,589,830 6.39 $48,678 7.28 $2,256,770 6.35
========== ======= ==========
- ---------
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 35.00% and 7.00% 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, 1999 and 1998,
the amortized cost of the HTM portfolio amounted to $54.2 million and $103.8
million, respectively, decreasing as a result of scheduled maturities within
the portfolio. At December 31, 1999 and 1998, the fair value of the HTM
portfolio exceeded its amortized cost by $449,000 and $2.7 million,
respectively. The HTM portfolio is carried at 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 December 31, 1999, the AFS portfolio
was $2.2 billion compared with $2.1 billion at year-end 1998. Rising interest
rates during the second half of 1999 unfavorably impacted the fair market value
of the AFS portfolio resulting in unrealized losses of $41.9 million being
recorded, net of tax, as a separate component of other comprehensive income
compared to unrealized gains of $2.8 million, net of tax, recorded during 1998.
Sales of AFS securities resulted in realized net losses of $533,000 and
realized net gains of $686,000 for the years ended December 31, 1999 and 1998,
respectively. The net losses incurred during 1999 were a result of management's
decision to restructure portions of the investment portfolio in an attempt to
optimize yields in the future.
Taxable equivalent interest income on investment securities was $139.5
million for 1999, up $4.9 million from the $134.6 million earned in 1998.
Changes in interest rates, product mix, and credit spreads reduced taxable
equivalent interest income on investments by $2.5 million while volume
increases contributed $7.4 million. The average yield on investments was 6.47
percent in 1999 versus 6.60 percent in 1998. 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."
Interest income on investment securities, as recorded in the consolidated
income statement, was $133.3 million for 1999 versus $128.0 million for 1998.
FUNDING SOURCES
Funding sources, which include deposits, short-term borrowings, and
long-term borrowings, averaged $8.0 billion during 1999, up $575.4 million or
7.8 percent from 1998's level of $7.4 billion.
II-20
Deposits
Total deposits, whose major categories include money market accounts,
savings accounts, individual retirement accounts, certificates of deposit
("CD's") and transaction accounts, increased $99.2 million to $6.2 billion at
December 31, 1999 when compared with December 31, 1998. This increase is
primarily due to internal growth and deposits acquired through acquisitions.
Centura acquired $39.6 million in deposits as a result of the acquisition of
Scotland in the first quarter. On average, total deposits increased $146.9
million in 1999 to $6.0 billion, a 2.5 percent increase over 1998's average of
$5.9 billion.
On average, the deposit mix experienced some migration between categories
during 1999. The largest shift occurred between money market accounts and CD's
less than $100,000, which represented 22.8 percent and 28.7 percent of total
deposits at December 31, 1999, respectively, compared to 19.4 percent and 32.7
percent at December 31, 1998. Money market accounts, on average, continued to
outpace the growth in all other deposit products in 1999, increasing $237.0
million to total $1.4 billion. Centura's money market accounts offer
competitive rates and provide greater customer flexibility. The largest
component of deposits, CD's less than $100,000, averaged $1.7 billion for 1999,
a decrease of $189.8 million from 1998's average of $1.9 billion. CD's with
denominations of $100,000 or greater averaged $581.1 million during 1999 and
$470.2 million during 1998. Transaction account balances (interest checking and
noninterest-bearing demand deposits) on average increased 4.8 percent or $78.1
million over the prior year and represented 28.1 percent of total deposits at
December 31, 1999.
Core deposits, which provide a stable source of low cost of funds, include
noninterest-bearing demand, interest checking, money market, CD's with balances
less than $100,000, and savings accounts. Core deposits, on average, grew $60.2
million between periods. For the years ended December 31, 1999 and 1998,
average core deposits constituted 90.1 percent and 91.3 percent of total
average deposits, respectively.
Interest expense on deposits declined $14.4 million to $202.8 million for
1999 compared with $217.2 million for 1998. As shown in Table 6, "Net Interest
Income Analysis -- Taxable Equivalent Basis," the cost of interest-bearing
deposits declined 35 basis points to 3.97 percent for 1999. The decline in
deposit interest expense was driven primarily by the rate environment which
favorably impacted interest expense by $17.2 million offset $2.8 million due to
volume changes. The lower rate environment during the first half of 1999,
changes in the portfolio mix as described above, and an emphasis on more
efficient and competitive product pricing improved the cost of funds for
deposits.
Other Funding Sources
Management utilizes short-term borrowed funds, consisting principally of
federal funds purchased, securities sold under agreements to repurchase, and
master notes. Borrowed funds were $1.4 billion at period-end 1999 and averaged
$1.2 billion for the year. For comparison, 1998 period-end borrowed funds were
$1.3 billion and $1.0 billion on average. On average, borrowed funds
represented 15.5 percent of Centura's total average funding sources for 1999
compared with 13.8 percent in 1998. The average interest rate paid on borrowed
funds declined 30 basis points to 4.94 percent at December 31, 1999. The change
in mix of short-term debt from higher to lower cost debt in combination with
falling interest rates during the first half of 1999 contributed to this
decline. Interest expense on borrowed funds increased by $7.5 million between
periods, primarily a result of increased volume during 1999.
Long-term debt at December 31, 1999 was $760.9 million, increasing $146.6
million over year-end 1998. Long-term debt includes $100 million of fixed-rate,
thirty-year Capital Securities issued in June 1997 by CCTI. CCTI 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 fixed-rate Junior Subordinated Deferrable Interest Debentures ("junior
debentures") issued by Centura. The junior debentures, scheduled to mature in
June 2027, are the primary assets of CCTI. Centura has guaranteed the
obligations of CCTI under the Capital Securities. For risk-based capital
calculations, the Capital Securities are included as a component of Tier I
capital. Also included in long-term debt at year-end are advances from the
Federal Home Loan Bank of $534.9 million and $125.0 million of 6.5 percent
subordinated bank notes that were issued during the first quarter of 1999. For
the years ended December 31, 1999 and 1998, long-term debt averaged $724.2
million and $509.3 million, respectively. Interest expense on long-term debt
increased $10.3 million over 1998, of which $6.3 million was directly
attributable to the bank note issuance. The average rates paid on long-term
debt were 5.97 percent and 6.46 percent for 1999 and 1998, respectively.
NET INTEREST INCOME AND NET INTEREST MARGIN
Net interest margin measures how effectively a company manages 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
II-21
income divided by average interest-earning assets, declined 8 basis points to
4.29 percent for 1999 compared to 4.37 percent for 1998. The margin was
unfavorably impacted 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 for 1999 was $339.5 million compared to $318.1 million
in the prior year. On a taxable equivalent basis, net interest income increased
$21.4 million to $346.8 million from the $325.4 million reported in 1998.
Table 6 and Table 7 provide additional information related to net interest
income and the net interest margin.
Table 6
- --------------------------------------------------------------------------------
NET INTEREST INCOME ANALYSIS -- TAXABLE EQUIVALENT BASIS
- --------------------------------------------------------------------------------
1999 1998
------------------------------------- -------------------------------------
Interest Interest
Average Income/ Average Average Income/ Average
Balance Expense Yield/Rate Balance Expense Yield/Rate
------------- ---------- ------------ ------------- ---------- ------------
(thousands)
ASSETS
Loans, including fees ............... $5,869,276 $511,309 8.71% $5,377,042 $492,748 9.16%
Taxable securities .................. 2,127,406 136,887 6.43 2,004,495 131,423 6.56
Tax-exempt securities ............... 30,275 2,656 8.77 36,272 3,181 8.77
Short-term investments .............. 54,414 3,014 5.54 31,797 1,666 5.24
---------- -------- ---------- --------
Interest-earning assets, gross ...... 8,081,371 653,866 8.09 7,449,606 629,018 8.44
Net unrealized gains (losses) on
available for sale securities ...... (12,076) 18,482
Other assets, net ................... 751,739 717,256
---------- ----------
Total assets ....................... $8,821,034 $8,185,344
========== ==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest checking ................... $ 770,106 $ 8,221 1.07% $ 755,789 $ 10,280 1.36%
Money market ........................ 1,378,795 54,453 3.95 1,141,811 48,741 4.27
Savings deposits .................... 273,238 4,061 1.49 327,408 6,512 1.99
Time deposits ....................... 2,685,670 136,075 5.07 2,799,622 151,683 5.42
---------- -------- ---------- --------
Total interest-bearing deposits ..... 5,107,809 202,810 3.97 5,024,630 217,216 4.32
Borrowed funds ...................... 1,235,317 61,038 4.94 1,021,744 53,502 5.24
Long-term debt ...................... 724,188 43,245 5.97 509,276 32,909 6.46
---------- -------- ---------- --------
Interest-bearing liabilities ........ 7,067,314 307,093 4.35 6,555,650 303,627 4.63
-------- ---------- --------
Demand, noninterest-bearing ......... 928,097 864,354
Other liabilities ................... 130,066 125,553
Shareholders' equity ................ 695,557 639,787
---------- ----------
Total liabilities and
shareholders' equity .............. $8,821,034 $8,185,344
========== ==========
Interest rate spread ................ 3.74% 3.81%
Net yield on interest-earning
assets, gross ...................... $8,081,371 $346,773 4.29% $7,449,606 $325,391 4.37%
========== ======== ========== ========
Taxable equivalent adjustment ....... $ 7,307 $ 7,300
======== ========
1997
-------------------------------------
Interest
Average Income/ Average
Balance Expense Yield/Rate
------------- ----------- -----------
(thousands)
ASSETS
Loans, including fees ............... $4,766,390 $446,523 9.37%
Taxable securities .................. 1,792,053 119,265 6.66
Tax-exempt securities ............... 42,272 3,782 8.93
Short-term investments .............. 33,606 1,845 5.51
---------- --------
Interest-earning assets, gross ...... 6,634,321 571,415 8.61
Net unrealized gains (losses) on
available for sale securities ...... 4,426
Other assets, net ................... 570,261
----------
Total assets ....................... $7,209,008
==========
LIABILITIES AND SHAREHOLDERS'
EQUITY
Interest checking ................... $ 668,027 $ 11,162 1.67%
Money market ........................ 838,071 35,369 4.22
Savings deposits .................... 332,150 7,177 2.16
Time deposits ....................... 2,723,629 149,961 5.51
---------- --------
Total interest-bearing deposits ..... 4,561,877 203,669 4.46
Borrowed funds ...................... 841,193 45,193 5.37
Long-term debt ...................... 424,982 27,959 6.58
---------- --------
Interest-bearing liabilities ........ 5,828,052 276,821 4.75
--------
Demand, noninterest-bearing ......... 737,666
Other liabilities ................... 91,190
Shareholders' equity ................ 552,100
----------
Total liabilities and
shareholders' equity .............. $7,209,008
==========
Interest rate spread ................ 3.86%
Net yield on interest-earning
assets, gross ...................... $6,634,321 $294,594 4.44%
========== ========
Taxable equivalent adjustment ....... $ 7,727
========
- ---------
(1) Nonaccrual 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 1999
of 35.00% and 7.00%, for 1998 of 35.00% and 7.25%, and for 1997 of 35.00%
and 7.50% for federal and state purposes, respectively.
II-22
Table 7
- --------------------------------------------------------------------------------
NET INTEREST INCOME AND VOLUME/RATE VARIANCE -- TAXABLE EQUIVALENT BASIS
- --------------------------------------------------------------------------------
1999-1998 1998-1997
---------------------------------------- ---------------------------------------
Variance Variance
Income/ Attributable to Income/ Attributable to
Expense -------------------------- Expense -------------------------
Variance Volume Rate Variance Volume Rate
----------- ---------- ------------- ----------- ---------- ------------
(thousands)
INTEREST INCOME
Loans, including fees ................... $ 18,561 $ 43,661 $ (25,100) $46,225 $56,141 $ (9,916)
Taxable securities ...................... 5,464 7,949 (2,485) 12,158 13,952 (1,794)
Tax-exempt securities ................... (525) (526) 1 (601) (527) (74)
Short-term investments .................. 1,348 1,248 100 (179) (97) (82)
--------- -------- --------- ------- ------- ---------
Total interest income .................. 24,848 52,332 (27,484) 57,603 69,469 (11,866)
INTEREST EXPENSE
Interest checking ....................... (2,059) 191 (2,250) (882) 1,354 (2,236)
Money market ............................ 5,712 9,560 (3,848) 13,372 12,961 411
Savings deposits ........................ (2,451) (970) (1,481) (665) (101) (564)
Time deposits ........................... (15,608) (6,020) (9,588) 1,722 4,142 (2,420)
--------- -------- --------- ------- ------- ---------
Total interest-bearing deposits ......... (14,406) 2,761 (17,167) 13,547 18,356 (4,809)
Borrowed funds .......................... 7,536 10,687 (3,151) 8,309 9,480 (1,171)
Long-term debt .......................... 10,336 12,994 (2,658) 4,950 5,456 (506)
--------- -------- --------- ------- ------- ---------
Total interest expense ................. 3,466 26,442 (22,976) 26,806 33,292 (6,486)
--------- -------- --------- ------- ------- ---------
Net interest income .................... $ 21,382 $ 25,890 $ (4,508) $30,797 $36,177 $ (5,380)
========= ======== ========= ======= ======= =========
- ---------
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.
II-23
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 $31.8 million at December 31, 1999 compared with $38.1 million
at December 31, 1998. Nonperforming assets as a percentage of total assets were
0.35 percent and 0.43 percent at December 31, 1999 and 1998, respectively.
Declines in the loans secured by real estate, commercial and industrial and
other real estate owned categories of $2.6 million, $1.9 million and $1.8
million, respectively, were primarily responsible for this improvement. 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. Including this
credit, 1999 year-to-date net charge-offs were 0.55* percent of average loans
versus 0.26* percent for 1998. Gross charge-offs were $34.7 million for 1999
compared with $17.4 million in the prior year. Recoveries were down $519,000,
totaling $2.9 million for 1999. Had Pluma remained a performing loan, net
charge-offs would have been approximately $20.0 million or 0.35* percent of
average loans. Commercial and industrial net charge-offs, experiencing the
largest increase, rose $15.6 million over 1998, primarily a result of the $11.8
million Pluma charge-off. The remaining increase in net charge-offs was spread
across the remaining loan categories.
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 AFLL grew by $1.2 million to total
$73.5 million at December 31, 1999, compared to $72.3 million last year. At
December 31, 1999, Centura's AFLL as a percentage of total outstanding loans
was 1.25* percent compared to 1.27* percent at December 31, 1998. The amount
provided for loan losses during 1999 totaled $33.0 million as compared to $15.6
million for 1998.
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 $55.0 million as of December 31,
1999 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. 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 1999, Centura management adjusted the risk factors used
for general allocation of the allowance among the respective loan categories.
The risk factors were revised primarily in consideration of the trend in
historical charge-off levels, enhanced loan underwriting procedures and an
evaluation of current economic trends and market conditions. A combination of
the risk factor adjustments and growth in the loan portfolio accounted for the
$965,000 and $1.7 million increases in the allowance allocated to the
commercial (including financial and agricultural) and consumer portfolios,
respectively. However, as a percentage of the AFLL, commercial and consumer
allocations were relatively unchanged from the prior year at 23.7 percent and
18.9 percent, respectively, at December 31, 1999 compared with 22.8 percent and
16.8 percent, respectively, at December 31, 1998. Approximately one-half of
Centura's loan portfolio consists of real estate mortgage loans. Accordingly,
the $5.1 million decline in the AFLL allocated to these loans was primarily
attributable to the adjustments in the risk factors. The $5.1 million decline
in the AFLL allocated to leases is primarily the result of lower volumes due to
Centura's decreased emphasis on the auto leasing product line which had failed
to meet target objectives. The increase in the unallocated amount was
influenced by the decline in the leasing portfolio, the impact of the
instability within the tobacco and other agricultural industries, the continued
assessment of the First Coastal portfolio, and the effects of the flooding from
Hurricane Floyd on the consumer portfolios.
- ---------
* Calculation excludes mortgage loans held for sale.
II-24
Loans past due ninety or more days were $7.4 million at December 31, 1999,
down $1.7 million from the prior year. Accrual of interest on loans is
discontinued when management has serious doubts that such 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. 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 $25.0 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.
II-25
Table 8
- --------------------------------------------------------------------------------
ANALYSIS OF ALLOWANCE FOR LOAN LOSSES
- --------------------------------------------------------------------------------
1999 1998 1997 1996 1995
----------- ------------ ------------ ------------ ------------
(dollars in thousands)
Allowance for loan losses at beginning of year .......... $72,310 $ 68,576 $ 63,105 $ 59,038 $ 52,492
Allowance related to loans sold and subsidiary sale ..... (556) -- -- -- --
Allowance for acquired loans ............................ 605 2,068 3,133 1,240 3,460
Provision for loan losses ............................... 32,977 15,644 13,643 9,746 8,079
Charge-offs:
Real estate loans ...................................... 1,921 1,469 1,888 1,024 2,061
Commercial and industrial loans ........................ 20,056 4,644 4,674 3,900 2,893
Agricultural loans (excluding real estate) ............. 260 95 256 70 229
Consumer loans ......................................... 8,516 7,547 5,628 4,690 3,226
Leases ................................................. 3,892 3,503 2,164 668 381
Other .................................................. 34 100 133 56 51
------- -------- -------- -------- --------
Total charge-offs .................................... 34,679 17,358 14,743 10,408 8,841
------- -------- -------- -------- --------
Recoveries on loans previously charged-off:
Real estate loans ...................................... 147 162 699 815 641
Commercial and industrial loans ........................ 998 1,193 1,640 1,391 2,166
Agricultural loans (excluding real estate) ............. 2 -- 45 10 --
Consumer loans ......................................... 1,483 1,851 1,007 1,195 1,019
Leases ................................................. 231 174 47 78 22
------- -------- -------- -------- --------
Total recoveries on loans previously charged-off ..... 2,861 3,380 3,438 3,489 3,848
------- -------- -------- -------- --------
Net charge-offs ......................................... 31,818 13,978 11,305 6,919 4,993
------- -------- -------- -------- --------
Allowance for loan losses at end of year ................ $73,518 $ 72,310 $ 68,576 $ 63,105 $ 59,038
======= ======== ======== ======== ========
Allowance and loss ratios:
Allowance for loan losses to total loans* ............... 1.25% 1.27% 1.37% 1.40% 1.38%
Net charge-offs to average loans* ....................... 0.55 0.26 0.24 0.16 0.12
Allowance for loan losses to nonperforming loans ........ 2.64x 2.24x 2.29x 2.70x 2.56x
- ---------
* Calculation excludes mortgage loans held for sale.
II-26
Table 9
- --------------------------------------------------------------------------------
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
- --------------------------------------------------------------------------------
1999 1998 1997 1996 1995
---------- ---------- ---------- ---------- ----------
(thousands)
Commercial, financial, and agricultural ......... $17,443 $16,478 $14,601 $13,255 $12,442
Consumer ........................................ 13,874 12,146 10,925 8,249 8,675
Real estate -- mortgage ......................... 14,777 19,912 17,180 15,663 17,851
Real estate -- construction and land development 5,523 7,022 6,429 7,267 6,561
Leases .......................................... 3,363 8,489 5,865 2,142 1,060
Unallocated ..................................... 18,538 8,263 13,576 16,529 12,449
------- ------- ------- ------- -------
Allowance for loan losses at end of year ........ $73,518 $72,310 $68,576 $63,105 $59,038
======= ======= ======= ======= =======
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
- --------------------------------------------------------------------------------
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
(dollars in thousands)
Nonaccrual loans .............................. $ 27,824 $ 32,293 $ 29,969 $ 22,839 $ 22,116
Restructured loans ............................ -- -- -- 497 954
-------- -------- -------- -------- --------
Nonperforming loans .......................... 27,824 32,293 29,969 23,336 23,070
Foreclosed property ........................... 4,012 5,812 6,537 5,709 8,639
-------- -------- -------- -------- --------
Total nonperforming assets .................... $ 31,836 $ 38,105 $ 36,506 $ 29,045 $ 31,709
======== ======== ======== ======== ========
Accruing loans past due ninety days or more ... $ 7,391 $ 9,095 $ 7,052 $ 8,916 $ 6,132
Nonperforming assets to:
Loans and foreclosed property* ............... 0.54% 0.67% 0.73% 0.64% 0.74%
Total assets ................................. 0.35 0.43 0.47 0.42 0.49
- ---------
* Calculation excludes mortgage loans held for sale.
NONINTEREST INCOME AND EXPENSE
Noninterest income ("NII") for 1999 totaled $152.7 million compared to
$140.5 million for 1998, an increase of $12.2 million or 8.7 percent. As a
percentage of total revenues, defined as the sum of taxable equivalent net
interest income and noninterest income, NII grew 41 basis points to 30.6
percent.
The increase in NII for 1999 was primarily driven by growth in income
received from service charges on deposits, brokerage commissions, credit card
related fees, and other noninterest income. Service charges on deposit
accounts, the largest component of NII, increased $5.1 million to $54.3
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 $3.1 million. Credit card related fees increased $1.9 million
over 1998, reflecting greater volume and the restructuring of the Travelsmart
credit card product. Other noninterest income includes a gain of $4.9 million
recorded as a result of the sale of Centura's technology leasing subsidiary,
CLG. Operating lease income, directly impacted by this sale, was down $1.3
million for the year.
Mortgage income for 1999 was $23.1 million, $514,000 greater than 1998.
During 1999, Centura sold its Ginnie Mae servicing portfolio, resulting in a
gain of $3.4 million. The sale was driven by the value inherent in the rate
environment at the time of the sale combined with the increased operating
efficiencies expected from selling the labor intensive portfolio. Excluding the
gain from this sale, mortgage income, affected by rising interest rates causing
origination volume to slow, declined $2.9 million from prior year.
II-27
The acquisition of Capital Advisors in the first quarter of 1999 increased
broker loan fees, another component of NII, by $3.0 million. Unfavorably
impacting NII were $1.2 million relating to securities sales, reflecting
management's decision to restructure portions of the investment portfolio in an
attempt to optimize yields in the future and $3.9 million in losses from sales
of fixed assets.
Excluding non-recurring merger-related expenses of $6.9 million,
noninterest expense ("NIE") totaled $295.2 million, a 1.7 percent increase over
1998 and produced an efficiency ratio of 59.10 percent. Including the
merger-related expenses, NIE increased $11.7 million or 4.0 percent to $302.1
million for 1999, compared to 1998 NIE of $290.4 million. Personnel costs are
the single largest component of NIE and increased 3.9 percent or $5.7 million
over 1998. Normal salary growth in combination with higher fringe benefit costs
were primarily responsible for this increase. Offsetting the rise in personnel
costs 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 $1.3 million and decreased $1.9 million,
respectively, compared to 1998. Fees for outsourced services, i.e., the
outsourcing of various functions such as items processing, property management,
and call processing generated from Centura's telephone banking center, all of
which are heavily volume based, were up $1.9 million for the year ended
December 31, 1999. The increase is attributed to greater volumes associated
with growth in the customer base and the integration of new customers gained
through acquisitions and new locations. As expected, the 1999 acquisitions
contributed to an increase in intangibles amortization of $1.5 million for
total intangibles amortization of $10.4 million for the year. Telephone
expenses increased $830,000 over 1998.
Marketing expense, office supply costs and losses other than loans
decreased, $2.5 million, $873,000 and $1.6 million, respectively. Marketing
expenses dropped as a result of decreased emphasis on marketing campaigns.
As discussed below in the "Year 2000" section, Centura incurred additional
expense related to Year 2000 remediation efforts. Direct and indirect expenses
for 1999 and 1998, which are included throughout the various components of
noninterest expense, were approximately $4.8 million and $5.0 million,
respectively.
INCOME TAX EXPENSE
Income tax expense for 1999, 1998 and 1997 was $53.1 million, $52.3
million and $45.0 million, respectively. The 1999, 1998 and 1997 effective tax
rates were 33.79 percent, 34.25 percent, and 34.04 percent, respectively. The
effective tax rate was reduced in 1999 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 35.00
percent to the effective tax rates for the periods presented.
EQUITY AND CAPITAL RESOURCES
Shareholders' equity as of December 31, 1999 and 1998 was $689.7 million
and $676.2 million, respectively, and represented 7.6 percent and 7.7 percent
of year-end assets, respectively. The growth in shareholders' equity has been a
function of the retention of earnings, the issuance of common stock in
connection with acquisitions and the exercise of stock options. Offsetting
increases to shareholders' equity are repurchases of common stock, which
Centura executes from time to time, unrealized gains and losses on available
for sale securities and dividends to shareholders. For the year ended December
31, 1999, Centura repurchased 650,000 shares of its common stock for an
aggregate cost of $32.3 million.
Centura's common stock is traded on the New York Stock Exchange under the
symbol "CBC". At December 31, 1999, Centura had approximately 13,233
shareholders and had 28,117,897 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 1999 and 1998, cash dividends paid were $35.0 million
and $31.3 million, respectively, representing $1.25 and $1.14 on a per share
basis, respectively, before restatement for the merger with First Coastal. On a
restated basis, per share dividends were $1.25 and $1.11 for 1999 and 1998,
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, 1999, 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. The Bank
has deposits insured under both of the FDIC's insurance funds, the BIF and the
SAIF. Centura's total capital and Tier I capital were $874.1 million and $703.7
million, respectively at the end of 1999. Note 20 in the consolidated financial
statements presents the capital ratios for Centura and the Bank for 1999 and
1998. As discussed in the "Liquidity" section, Capital Securities are a
component of Tier I capital.
II-28
Table 11
- --------------------------------------------------------------------------------
CAPITAL RATIOS OF CENTURA
- --------------------------------------------------------------------------------
Total Tier I Tier I
Capital Capital Leverage
----------- ----------- ---------
1999 ........................ 12.83% 10.33% 7.92%
1998 ........................ 10.79 10.18 7.79
Minimum requirement .........(> or = ) 8.00 (> or =) 4.00 (> or =) 4.00
------ ------ ------
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 established
federal funds lines with major banks, proceeds from matured investments,
contracts to repurchase investment securities, principal repayments on loans,
and core deposit growth. At December 31, 1999, the Bank had $2.0 billion in
total federal funds lines available. In addition, the Bank had the ability to
borrow up to $693.2 million from the FHLB, of which $634.9 million was
outstanding at year-end 1999.
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, 1999, there were $125.0 million of 6.5
percent 10 year subordinated bank notes outstanding. There were no bank notes
outstanding at year-end 1998. 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. At both December 31, 1999 and 1998, $10.0 million was
outstanding under this line.
Management is not aware of any events that are reasonably likely to have a
material effect on Centura's liquidity, capital resources or operations. In
addition, management is not aware of any regulatory recommendations, which if
implemented, would have a material 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 does not maintain a
trading account nor is it subject to 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,
1999. 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
II-29
into "core" and "non-core" components. The non-core cashflows are scheduled to
mature in 2000 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:
-----------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter
--------------- ------------- ------------- ------------- ------------ ------------
(dollars in thousands)
Rate Sensitive Assets:
Loans, gross
Fixed rate ................... $ 1,381,859 $ 543,162 $ 336,416 $ 199,283 $ 92,804 $ 182,676
Average rate (%) ............. 8.13 8.53 8.49 8.42 7.86 8.25
Variable rate ................ 1,920,954 599,251 320,320 241,675 51,110 109,873
Average rate (%) ............. 9.25 10.29 10.35 10.45 9.70 9.52
Investment securities
Fixed rate ................... 291,078 371,667 422,432 258,941 149,507 560,016
Average rate (%) ............. 6.37 6.18 6.07 5.99 6.28 6.47
Variable rate ................ 29,407 80,590 18,685 29,873 22,645 76,096
Average rate (%) ............. 6.62 7.07 7.78 7.66 7.46 8.53
Rate Sensitive Liabilities:
Interest-bearing checking,
savings, money market ........ $ 1,432,105 $ 172,837 $ 172,837 $ 172,837 $172,837 $ 345,671
Average rate (%) ............. 3.65 2.64 2.61 2.61 2.63 2.68
Time deposits ................. 2,095,212 237,251 265,147 32,507 64,544 79,891
Average rate (%) ............. 5.09 5.21 5.98 6.04 6.44 7.27
Borrowed funds ................ 1,400,247 -- -- -- -- --
Average rate (%) ............. 4.96 -- -- -- -- --
Long-term debt ................ 285,744 154,516 80,400 10,124 128 229,988
Average rate (%) ............. 5.86 7.19 6.57 5.30 2.54 7.48
Fair Value
December 31,
Total 1999
--------------- -------------
(dollars in thousands)
Rate Sensitive Assets:
Loans, gross
Fixed rate ................... $ 2,736,200 $2,742,781
Average rate (%) ............. 8.27
Variable rate ................ 3,243,183 3,316,262
Average rate (%) ............. 9.66
Investment securities
Fixed rate ................... 2,053,641 2,009,921
Average rate (%) ............. 6.25
Variable rate ................ 257,296 255,393
Average rate (%) ............. 7.61
Rate Sensitive Liabilities:
Interest-bearing checking,
savings, money market ........ $ 2,469,124 $2,469,124
Average rate (%) ............. 3.23
Time deposits ................. 2,774,552 2,769,215
Average rate (%) ............. 5.29
Borrowed funds ................ 1,400,247 1,400,247
Average rate (%) ............. 4.96
Long-term debt ................ 760,900 759,829
Average rate (%) ............. 6.69
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.
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, 1999.
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, 1999 and 1998 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
II-30
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.
Table 13
- --------------------------------------------------------------------------------
RATE SENSITIVE DERIVATIVE FINANCIAL INSTRUMENTS
- --------------------------------------------------------------------------------
Notional Amounts Maturing In:
---------------------------------------------------------------------------------------------
2000 2001 2002 2003 2004 Thereafter Total
------------- ------------- ------------- ------------ ----------- ------------ -------------
(dollars in thousands)
Corporation pays fixed
rates/receives variable ......... $ 118,000 $ 165,000 $ 110,000 $ 45,000 $ -- $ 44,219 $ 482,219
Average rate paid (%) ........... 6.05 5.92 5.85 4.95 -- 6.10 5.86
Average rate received (%) ....... 6.23 6.10 6.15 6.10 -- 5.95 6.13
Corporation pays variable
rates/receives fixed ............ 93,000 218,000 -- 40,000 40,000 165,000 556,000
Average rate paid (%) ........... 6.18 6.13 -- 6.06 6.06 5.91 6.06
Average rate received (%) ....... 5.67 5.99 -- 5.96 5.94 6.37 6.04
Corporation pays variable
rates/receives variable ......... 50,000 -- -- -- -- -- 50,000
Average rate paid (%) ........... 6.51 -- -- -- -- -- 6.51
Average rate received (%) ....... 6.12 -- -- -- -- -- 6.12
Interest rate floors (LIBOR) ..... 50,000 30,000 50,000 -- -- -- 130,000
Average strike rate (%) ......... 6.00 6.00 5.50 -- -- -- 5.81
Interest rate floors (CMS) ....... -- -- -- 125,000 -- -- 125,000
Average strike rate (%) ......... -- -- -- 5.20 -- -- 5.20
Interest rate caps (LIBOR) ....... -- -- 10,000 -- 12,000 -- 22,000
Average strike rate (%) ......... -- -- 7.00 -- 7.00 -- 7.00
Interest rate caps (CMS) ......... -- -- -- 125,000 -- -- 125,000
Average strike rate (%) ......... -- -- -- 6.94 -- -- 6.94
Weighted
Average
Fair Value Carrying Remaining
December Value Contractual
31, 1999 December Term
Gain/(Loss) 31, 1999 (Years)
------------- ---------- ------------
(dollars in thousands)
Corporation pays fixed
rates/receives variable ......... $ 10,209 $ -- 2.6
Average rate paid (%) ...........
Average rate received (%) .......
Corporation pays variable
rates/receives fixed ............ (12,788) -- 4.4
Average rate paid (%) ...........
Average rate received (%) .......
Corporation pays variable
rates/receives variable ......... (8) -- 0.2
Average rate paid (%) ...........
Average rate received (%) .......
Interest rate floors (LIBOR) ..... 110 366 1.3
Average strike rate (%) .........
Interest rate floors (CMS) ....... 127 -- 3.8
Average strike rate (%) .........
Interest rate caps (LIBOR) ....... 418 374 3.8
Average strike rate (%) .........
Interest rate caps (CMS) ......... (3,554) -- 3.8
Average strike rate (%) .........
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, 1999 shows Centura's interest rate risk position to be
relatively neutral: net interest income would not vary by more than
approximately 2 percent and the estimated market value of equity would not vary
by more than approximately 3.5 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,
1999. 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, 1999, Centura had a negative
one-year cumulative interest sensitivity gap of approximately $930.3 million.
The interest rate gap analysis is a static indicator which does not reflect
various repricing characteristics and may not necessarily indicate the
sensitivity of net interest income in a changing interest rate environment.
II-31
Table 14
- --------------------------------------------------------------------------------
INTEREST SENSITIVITY ANALYSIS
- --------------------------------------------------------------------------------
As of December 31, 1999 (2)
---------------------------------------------
1-30 31-60 61-90
Days Days Days
--------------- -------------- --------------
(dollars in thousands)
INTEREST-EARNING ASSETS
Loans .............................................. $ 3,327,293 $ 177,875 $ 129,978
Investment securities .............................. 104,763 20,504 33,673
Other short-term investments ....................... 127,988 -- --
----------- ---------- ----------
Total interest-earning assets ...................... 3,560,044 198,379 163,651
Notional amount of interest rate swaps ............. 133,838 107,425 280,956
----------- ---------- ----------
Total interest-earning assets and off-balance sheet
derivative financial instruments .................. $ 3,693,882 $ 305,804 $ 444,607
=========== ========== ==========
INTEREST-BEARING LIABILITIES
Time deposits over $100............................. $ 155,031 $ 76,074 $ 88,810
All other deposits (1) ............................. 1,591,410 382,320 400,409
Borrowed funds ..................................... 1,225,247 175,000 --
Long-term debt ..................................... 50,126 204,104 200,076
----------- ---------- ----------
Total interest-bearing liabilities ................. 3,021,814 837,498 689,295
Notional amount of interest rate swaps ............. 178,000 145,000 253,000
----------- ---------- ----------
Total interest-bearing liabilities and off-balance
sheet derivative financial instruments ............ $ 3,199,814 $ 982,498 $ 942,295
=========== ========== ==========
Interest sensitivity gap per period ................ $ 494,068 $ (676,694) $ (497,688)
Cumulative interest sensitivity gap ................ $ 494,068 $ (182,626) $ (680,314)
Cumulative ratio of interest-sensitive assets to
interest-sensitive liabilities .................... 1.15x 0.96x 0.87x
As of December 31, 1999 (2)
-------------------------------------------------------------------------
Total Total
91-180 181-365 Under Over
Days Days One Year One Year Total
---------------- -------------- ------------- ------------- -------------
(dollars in thousands)
INTEREST-EARNING ASSETS
Loans .............................................. $ 342,635 $ 510,342 $4,488,123 $1,491,260 $5,979,383
Investment securities .............................. 94,941 220,430 474,311 1,836,626 2,310,937
Other short-term investments ....................... -- -- 127,988 -- 127,988
------------ ---------- ---------- ---------- ----------
Total interest-earning assets ...................... 437,576 730,772 5,090,422 3,327,886 8,418,308
Notional amount of interest rate swaps ............. 65,000 38,000 625,219 463,000 1,088,219
------------ ---------- ---------- ---------- ----------
Total interest-earning assets and off-balance sheet
derivative financial instruments .................. $ 502,576 $ 768,772 $5,715,641 $3,790,886 $9,506,527
============ ========== ========== ========== ==========
INTEREST-BEARING LIABILITIES
Time deposits over $100............................. $ 147,674 $ 117,579 $ 585,168 $ 91,871 $ 677,039
All other deposits (1) ............................. 684,648 413,038 3,471,825 2,018,971 5,490,796
Borrowed funds ..................................... -- -- 1,400,247 -- 1,400,247
Long-term debt ..................................... 5,231 5,207 464,744 296,156 760,900
------------ ---------- ---------- ---------- ----------
Total interest-bearing liabilities ................. 837,553 535,824 5,921,984 2,406,998 8,328,982
Notional amount of interest rate swaps ............. 85,000 63,000 724,000 364,219 1,088,219
------------ ---------- ---------- ---------- ----------
Total interest-bearing liabilities and off-balance
sheet derivative financial instruments ............ $ 922,553 $ 598,824 $6,645,984 $2,771,217 $9,417,201
============ ========== ========== ========== ==========
Interest sensitivity gap per period ................ $ (419,977) $ 169,948 $ (930,343)
Cumulative interest sensitivity gap ................ $ (1,100,291) $ (930,343)
Cumulative ratio of interest-sensitive assets to
interest-sensitive liabilities .................... 0.82x 0.86x
- ---------
(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 1999's fourth quarter was $29.9 million or $1.05 per
diluted share, up from the $25.4 million or $0.88 per diluted share earned for
the comparable 1998 period.
Average interest-earning assets for 1999's fourth quarter were $8.2
billion compared to $7.8 billion in the prior year, up $399.6 million. Average
interest-bearing liabilities also increased, up $375.5 million over prior years
fourth quarter. The average rate earned and paid on interest-earning assets and
interest-bearing liabilities was 8.16 percent and 4.51 percent, respectively,
for fourth quarter 1999 compared to 8.13 percent and 4.41 percent,
respectively, for fourth quarter 1998. Taxable equivalent net interest income
increased $4.4 million over 1998, principally due to the growth in average
interest-earning asset volume. Interest expense for the three months ended
December 31, 1999 was $82.2 million, an increase of $6.1 million over the prior
year quarter. This variance was attributable primarily to volume growth which
added $5.6 million to interest expense. The net interest margin declined 3
basis points to 4.23 percent.
Noninterest income declined $2.3 million when compared to fourth quarter
1998 to total $34.2 million. Mortgage income declined $3.2 million between
quarters, a result of slower loan volume in a rising interest rate environment.
The third quarter 1999 sale of CLG caused operating lease income to drop $1.4
million when comparing fourth quarter 1999 with fourth quarter 1998. Increases
of $1.2 million, $575,000, and $387,000 were realized in brokerage commissions,
service charges on deposits, and credit card related fees, respectively.
Securities gains and losses were up $651,000 over 1998, reflecting gains
realized on the sale of Centura's investment in Triangle stock.
Noninterest expense declined 7.0 percent from the fourth quarter of 1998
to total $69.7 million for the fourth quarter of 1999. Personnel expenses were
down $2.2 million, reflecting 95 fewer FTE's. Higher fringe benefit costs
offset these
II-32
savings. Decreased emphasis on marketing campaigns favorably impacted marketing
expenses by $1.2 million. Equipment costs were down $1.1 million, primarily the
result of equipment coming off lease. Losses other than loans were down
$897,000.
The efficiency ratio for the fourth quarter of 1999 improved 532 basis
points over 1998's fourth quarter to 56.93 percent.
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, 1999 and 1998.
Table 15
- --------------------------------------------------------------------------------
QUARTERLY FINANCIAL SUMMARY
- --------------------------------------------------------------------------------
1999
-------------------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------------- ------------- ------------- -------------
SUMMARY OF OPERATIONS
(thousands)
Interest income ............... $ 168,540 $ 162,465 $ 157,982 $ 157,572
Interest expense .............. 82,249 76,183 73,877 74,784
--------- --------- --------- ---------
Net interest income ........... 86,291 86,282 84,105 82,788
Provision for loan losses ..... 5,900 14,400 6,411 6,266
Noninterest income ............ 34,243 41,459 38,758 38,233
Noninterest expense ........... 69,675 75,602 73,968 82,818
Income taxes .................. 15,040 12,996 13,695 11,360
--------- --------- --------- ---------
Net income .................... $ 29,919 $ 24,743 $ 28,789 $ 20,577
========= ========= ========= =========
PER COMMON SHARE
Net income -- basic ........... $ 1.06 $ .87 $ 1.01 $ .72
Net income -- diluted ......... 1.05 .86 1.00 .71
Cash dividends paid ........... .32 .32 .32 .29
SELECTED AVERAGE BALANCES
(millions)
Assets ........................ $ 8,962 $ 8,776 $ 8,774 $ 8,770
Loans ......................... 5,891 5,864 5,872 5,850
Deposits ...................... 6,109 6,012 6,015 6,006
Shareholders' equity .......... 691 702 696 693
MARKET PRICES
High .......................... $ 52.938 $ 58.125 $ 62.000 $ 73.875
Low ........................... 41.375 39.625 54.938 58.188
Close ......................... 44.125 41.375 56.375 58.188
1998
-------------------------------------------------------
Fourth Third Second First
Quarter Quarter Quarter Quarter
------------- ------------- ------------- -------------
SUMMARY OF OPERATIONS
(thousands)
Interest income ............... $ 158,137 $ 158,560 $ 156,045 $ 148,976
Interest expense .............. 76,185 77,186 76,758 73,498
--------- --------- --------- ---------
Net interest income ........... 81,952 81,374 79,287 75,478
Provision for loan losses ..... 4,575 4,041 3,635 3,393
Noninterest income ............ 36,564 37,018 34,625 32,314
Noninterest expense ........... 74,919 74,391 72,425 68,662
Income taxes .................. 13,625 13,613 12,770 12,249
--------- --------- --------- ---------
Net income .................... $ 25,397 $ 26,347 $ 25,082 $ 23,488
========= ========= ========= =========
PER COMMON SHARE
Net income -- basic ........... $ .90 $ .93 $ .89 $ .85
Net income -- diluted ......... .88 .92 .87 .83
Cash dividends paid ........... .29 .28 .28 .26
SELECTED AVERAGE BALANCES
(millions)
Assets ........................ $ 8,561 $ 8,226 $ 8,149 $ 7,798
Loans ......................... 5,591 5,433 5,358 5,120
Deposits ...................... 5,985 5,965 5,860 5,742
Shareholders' equity .......... 673 652 630 603
MARKET PRICES
High .......................... $ 74.375 $ 71.125 $ 75.500 $ 72.188
Low ........................... 60.250 56.000 61.313 64.688
Close ......................... 74.375 63.000 62.500 71.250
II-33
1998 COMPARED TO 1997
Centura reported net income of $100.3 million or $3.50 per diluted share
for the year ended December 31, 1998 compared with $87.2 million or $3.11 per
diluted share reported in 1997. Items of significance are discussed below.
Net interest income on a taxable equivalent basis increased by $30.8
million, or 10.5 percent, to $325.4 million in 1998, primarily due to the
impact of average interest-earning asset growth which exceeded the growth in
interest-bearing liabilities. Average interest-earning assets increased $831.2
million while interest-bearing liabilities increased $727.6 million. The net
interest margin decreased to 4.37 percent during 1998 from 4.44 percent during
1997. The margin was influenced by the interest rate environment, tighter
credit spreads, increased competition and changes in the product mix. Net
interest income, excluding the taxable equivalent adjustment, was $318.1
million in 1998 compared to $286.9 million in 1997.
Nonperforming assets were $38.1 million at December 31, 1998, representing
0.43 percent of total assets, compared with $36.5 million or 0.47 percent of
total assets at year-end 1997, with nonaccrual leases accounting for a majority
of the increase. The allowance for loan losses represented 1.27* percent of
total loans at year-end 1998 compared with coverage of 1.37* percent at
year-end 1997. The decline in the allowance was the result of substantial loan
growth during the fourth quarter of 1998, a portion of which were mortgage
loans held for sale that were sold during the first quarter of 1999. Net
charge-offs increased 2 basis points to 0.26* percent of average loans.
Noninterest income for 1998 increased $28.3 million to $140.5 million
compared to $112.3 million for 1997. Service charges on deposits increased $7.8
million, primarily as a result of new deposits and the impact of a mid-1997 fee
increase for NSF transactions. Other service charges, commissions and fees were
up $8.1 million, driven by growth of $4.8 million in insurance commissions and
$617,000 in securities commissions. The addition of M&J in 1998 and Betts &
Company in 1997 supported the growth in insurance commissions. Mortgage income,
benefiting from 1998's low interest rate environment, added an additional $8.1
million to noninterest income over 1997. Heavier volume contributed to
increases of $2.9 million, $1.3 million, and $1.6 million in net operating
lease income, credit card fees and trust fees, respectively.
Noninterest expense for 1998 when compared to 1997 increased by $37.0
million to total $290.4 million. Personnel costs were up $22.1 million driven
by additional full time equivalents. Occupancy and equipment expenses combined
increased $2.0 million, impacted by the additions of financial stores through
the Pee Dee acquisition and the opening of 7 supermarket locations. Other
noninterest expenses, up $13.2 million over 1997, represented increases in fees
for outsourced services, intangibles amortization and telephone expenses which
were partially offset by savings for marketing expenses and legal and
professional fees.
YEAR 2000
As of the date of this report, Centura has not experienced any material
effects related to the Year 2000 readiness problem. Although Centura has not
been informed of any material risks associated with the Year 2000 problem from
third parties, there can be no assurance that Centura will not be impacted in
the future. Centura will continuously monitor its business applications and
maintain contact with its third party vendors and key business partners to
resolve any Year 2000 problems that may arise in the future.
Monitoring and managing the Year 2000 project resulted in additional
nonrecurring expenditures. Direct costs included charges by third party
software vendors for product enhancements, costs involved in testing software
products for Year 2000 compliance, and any resulting costs for developing and
implementing contingency plans for critical software products which were not
enhanced. In addition to the direct costs, indirect costs were also incurred.
These indirect costs consisted principally of the time devoted by existing
employees in monitoring software vendor progress, testing enhanced software
products, and implementing any necessary contingency plans. The Emerging Issues
Task Force provided guidance concerning the accounting for the costs related to
Year 2000 modification. The costs of the modifications were treated as regular
maintenance and repair and charged to expense as incurred.
These direct and indirect costs did not have a material effect on
Centura's results of operations. Including direct and indirect expenditures,
Centura expensed approximately $4.8 million and $5.0 million related to Year
2000 compliance efforts during 1999 and 1998, respectively.
- ---------
* Calculation excludes mortgage loans held for sale.
II-34
CURRENT ACCOUNTING MATTERS
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for
Derivative Instruments and Hedging Activities" ("SFAS 133"). The statement
addresses accounting and reporting requirements for derivative instruments and
for hedging activities. SFAS 133 requires that all derivatives be recognized as
either assets or liabilities in the consolidated balance sheet and that those
instruments be measured at fair value. If certain conditions are met, a
derivative may be designated as a hedge of exposure to changes in fair value of
an asset or liability, exposure to variable cashflows of a forecasted
transaction or exposure of foreign currency denominated forecasted
transactions. The accounting for changes in the fair value of a derivative
depends on the intended use of the derivatives and its resulting designation.
In June 1999, the FASB issued SFAS No. 137 "Accounting for Derivative
Instruments and Hedging Activitie -- Deferral of the Effective Date of FASB
133." This Statement defers the effective date of SFAS 133 for one year. SFAS
133, as amended, is now effective for all fiscal quarters of all fiscal years
beginning after June 15, 2000. Management is in the process of evaluating the
impact of adopting SFAS 133. Centura anticipates adopting this Statement on
January 1, 2001.
The FASB also issues exposure drafts for proposed statements of financial
accounting standards. Such exposure drafts are subject to comment from the
public, to revisions by the FASB and to final issuance by the FASB as
statements of financial accounting standards. Management considers the effect
of the proposed statements on the consolidated financial statements of Centura
and monitors the status of changes to exposure drafts and to proposed effective
dates.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
See pages 29-32 of the Form 10-K for quantitative and qualitative
disclosures about market risk.
II-35
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 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. KPMG LLP and the Corporation'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
II-36
INDEPENDENT AUDITORS' REPORT
THE BOARD OF DIRECTORS
CENTURA BANKS, INC.
We have audited the accompanying consolidated balance sheets of Centura
Banks, Inc. and subsidiaries (the "Corporation") as of December 31, 1999 and
1998, and the related consolidated statements of income, shareholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1999. These consolidated financial statements are the responsibility of the
Corporation's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards 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. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Centura
Banks, Inc. and subsidiaries as of December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the years in the
three-year period ended December 31, 1999, in conformity with generally
accepted accounting principles.
/s/ KPMG LLP
Raleigh, North Carolina
January 11, 2000
II-37
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
---------------------------
1999 1998
------------- -------------
(thousands, except share
data)
ASSETS
Cash and due from banks .................................................................. $ 285,468 $ 289,230
Due from banks, interest-bearing ......................................................... 12,302 21,963
Federal funds sold ....................................................................... 115,686 17,646
Investment securities:
Available for sale (cost of $2,256,770 and $2,036,707, respectively) .................... 2,210,698 2,057,270
Held to maturity (fair value of $54,616 and $106,432, respectively) ..................... 54,167 103,767
Loans, net of unearned income ............................................................ 5,979,383 5,833,670
Less allowance for loan losses .......................................................... 73,518 72,310
---------- ----------
Net loans ............................................................................ 5,905,865 5,761,360
Premises and equipment ................................................................... 116,764 120,405
Other assets ............................................................................. 422,298 423,919
---------- ----------
Total assets ............................................................................. $9,123,248 $8,795,560
========== ==========
LIABILITIES
Deposits:
Demand, noninterest-bearing ............................................................. $ 924,159 $ 979,346
Interest-bearing ........................................................................ 4,566,637 4,569,243
Time deposits over $100 ................................................................. 677,039 520,060
---------- ----------
Total deposits ....................................................................... 6,167,835 6,068,649
Borrowed funds ........................................................................... 1,400,247 1,299,337
Long-term debt ........................................................................... 760,900 614,284
Other liabilities ........................................................................ 104,541 137,085
---------- ----------
Total liabilities ........................................................................ 8,433,523 8,119,355
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 25,000,000 shares authorized; none issued ................. -- --
Common stock, no par value, 50,000,000 shares authorized; shares issued and outstanding of
28,117,897 and 28,318,226, respectively ................................................. 192,536 205,237
Common stock acquired by ESOP ............................................................ (28) (107)
Retained earnings ........................................................................ 526,384 458,375
Accumulated other comprehensive (loss) income ............................................ (29,167) 12,700
---------- ----------
Total shareholders' equity ............................................................... 689,725 676,205
---------- ----------
Total liabilities and shareholders' equity ............................................... $9,123,248 $8,795,560
========== ==========
See accompanying notes to consolidated financial statements.
II-38
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
------------------------------------------
1999 1998 1997
-------------- ------------- -------------
(thousands, except share and per share
data)
INTEREST INCOME
Loans, including fees ............................................. $ 510,210 $ 492,020 $ 446,115
Investment securities:
Taxable .......................................................... 131,591 125,933 113,244
Tax-exempt ....................................................... 1,744 2,099 2,484
Short-term investments ............................................ 3,014 1,666 1,845
----------- ----------- -----------
Total interest income ............................................. 646,559 621,718 563,688
INTEREST EXPENSE
Deposits .......................................................... 202,810 217,216 203,669
Borrowed funds .................................................... 61,038 53,502 45,193
Long-term debt .................................................... 43,245 32,909 27,959
----------- ----------- -----------
Total interest expense ............................................ 307,093 303,627 276,821
----------- ----------- -----------
NET INTEREST INCOME ............................................... 339,466 318,091 286,867
Provision for loan losses ......................................... 32,977 15,644 13,643
----------- ----------- -----------
Net interest income after provision for loan losses ............... 306,489 302,447 273,224
NONINTEREST INCOME
Service charges on deposit accounts ............................... 54,291 49,184 41,431
Credit card and related fees ...................................... 8,237 6,358 5,036
Other service charges, commissions, and fees ...................... 34,650 30,910 22,787
Fees for trust services ........................................... 10,340 9,304 7,737
Mortgage income ................................................... 23,074 22,560 14,413
Other noninterest income .......................................... 22,634 21,519 20,713
Securities (losses) gains, net .................................... (533) 686 151
----------- ----------- -----------
Total noninterest income .......................................... 152,693 140,521 112,268
NONINTEREST EXPENSE
Personnel ......................................................... 149,093 143,440 121,356
Occupancy ......................................................... 19,720 18,410 15,957
Equipment ......................................................... 20,279 22,225 22,702
Foreclosed real estate losses and related operating expense, net .. 1,611 1,258 1,470
Merger-related expenses ........................................... 6,858 -- --
Other operating expense ........................................... 104,502 105,064 91,872
----------- ----------- -----------
Total noninterest expense ......................................... 302,063 290,397 253,357
----------- ----------- -----------
Income before income taxes ........................................ 157,119 152,571 132,135
Income taxes ...................................................... 53,091 52,257 44,974
----------- ----------- -----------
NET INCOME ........................................................ $ 104,028 $ 100,314 $ 87,161
=========== =========== ===========
NET INCOME PER COMMON SHARE
Basic ............................................................. $ 3.66 $ 3.57 $ 3.17
Diluted ........................................................... 3.62 3.50 3.11
AVERAGE COMMON SHARES OUTSTANDING
Basic ............................................................. 28,397,523 28,115,907 27,489,803
Diluted ........................................................... 28,764,663 28,674,665 28,058,427
See accompanying notes to consolidated financial statements.
II-39
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock
---------------------------
Common
Stock
Acquired Retained
Shares Amount By ESOP Earnings
-------------- ------------ --------- ------------
(thousands, except share data)
Balance, December 31, 1996 .............. 27,358,428 $ 196,949 $ (395) $ 318,056
Comprehensive income:
Net income ............................. -- -- -- 87,161
Minimum pension liability
adjustment ............................ -- -- -- --
Unrealized gains on securities,
net of tax ............................ -- -- -- --
Comprehensive income ..................
Common stock issued:
Stock option plans and stock awards 327,912 5,572 -- --
Acquisitions ........................... 44,443 2,528 -- --
Repurchases of common stock ............. (175,000) (10,289) -- --
Cash dividends declared ................. -- -- -- (28,915)
Other ................................... -- 2,190 144 (252)
---------- --------- ------ ---------
Balance, December 31, 1997 .............. 27,555,783 $ 196,950 $ (251) $ 376,050
Comprehensive income:
Net income ............................. -- -- -- 100,314
Minimum pension liability
adjustment ............................ -- -- -- --
Unrealized gains on securities,
net of tax ............................ -- -- -- --
Comprehensive income ..................
Common stock issued:
Stock option plans and stock awards 181,459 3,888 -- --
Acquisitions ........................... 625,984 6,179 -- 6,353
Repurchases of common stock ............. (45,000) (3,041) -- --
Cash dividends declared ................. -- -- -- (24,342)
Other ................................... -- 1,261 144 --
---------- --------- ------ ---------
Balance, December 31, 1998 .............. 28,318,226 $ 205,237 $ (107) $ 458,375
Comprehensive income:
Net income ............................. -- -- -- 104,028
Minimum pension liability
adjustment ............................ -- -- -- --
Unrealized losses on securities,
net of tax ............................ -- -- -- --
Comprehensive income ..................
Common stock issued:
Stock option plans and stock awards 326,806 7,546 -- --
Acquisitions ........................... 122,865 8,512 -- (301)
Repurchases of common stock ............. (650,000) (32,291) -- --
Cash dividends declared ................. -- -- -- (34,980)
Other ................................... -- 3,532 79 (738)
---------- --------- ------ ---------
Balance, December 31, 1999 .............. 28,117,897 $ 192,536 $ (28) $ 526,384
========== ========= ====== =========
Accumulated Other
Comprehensive Income (Loss)
------------------------------------
Unrealized Gains/ Minimum Total
(Losses) on Securities Pension Shareholders'
Available for Sale Liability Equity
------------------------ ----------- --------------
(thousands, except share data)
Balance, December 31, 1996 .............. $ 1,529 $ (77) $ 516,062
Comprehensive income:
Net income ............................. -- -- 87,161
Minimum pension liability
adjustment ............................ -- (203) (203)
Unrealized gains on securities,
net of tax ............................ 8,488 -- 8,488
---------
Comprehensive income .................. 95,446
Common stock issued:
Stock option plans and stock awards -- -- 5,572
Acquisitions ........................... -- -- 2,528
Repurchases of common stock ............. -- -- (10,289)
Cash dividends declared ................. -- -- (28,915)
Other ................................... -- -- 2,082
--------- ------ ---------
Balance, December 31, 1997 .............. $ 10,017 $ (280) $ 582,486
Comprehensive income:
Net income ............................. -- -- 100,314
Minimum pension liability
adjustment ............................ -- 198 198
Unrealized gains on securities,
net of tax ............................ 2,765 -- 2,765
---------
Comprehensive income .................. 103,277
Common stock issued:
Stock option plans and stock awards -- -- 3,888
Acquisitions ........................... -- -- 12,532
Repurchases of common stock ............. -- -- (3,041)
Cash dividends declared ................. -- -- (24,342)
Other ................................... -- -- 1,405
--------- ------ ---------
Balance, December 31, 1998 .............. $ 12,782 $ (82) $ 676,205
Comprehensive income:
Net income ............................. -- 104,028
Minimum pension liability
adjustment ............................ -- 80 80
Unrealized losses on securities,
net of tax ............................ (41,947) -- (41,947)
---------
Comprehensive income .................. 62,161
Common stock issued:
Stock option plans and stock awards -- -- 7,546
Acquisitions ........................... -- -- 8,211
Repurchases of common stock ............. -- -- (32,291)
Cash dividends declared ................. -- -- (34,980)
Other ................................... -- -- 2,873
--------- ------ ---------
Balance, December 31, 1999 .............. $ (29,165) $ (2) $ 689,725
========= ====== =========
See accompanying notes to consolidated financial statements.
II-40
CENTURA BANKS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended
December 31,
-------------
1999
-------------
(thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................................. $ 104,028
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses .............................................................. 32,977
Depreciation on assets under operating lease ........................................... 13,320
Depreciation and amortization, excluding depreciation on assets under operating lease .. 38,030
Deferred income taxes .................................................................. 5,977
Loan fees deferred, net ................................................................ 2,798
Bond premium amortization and discount accretion, net .................................. 78
Losses (gains) on sales of investment securities ....................................... 533
Loss on sales of foreclosed real estate ................................................ 380
Gain on sales of equipment under lease ................................................. (2,821)
Gain on sale of subsidiary ............................................................. (4,893)
Gain on sale of mortgage servicing rights .............................................. (3,392)
Proceeds from sales of mortgage loans held for sale .................................... 786,208
Originations, net of principal repayments, of mortgage loans held for sale ............. (711,464)
Increase in accrued interest receivable ................................................ (1,256)
Increase in accrued interest payable ................................................... 6,155
Net change in other assets and other liabilities ....................................... (56,019)
-----------
Net cash provided (used) by operating activities ....................................... 210,639
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans .................................................................. (241,055)
Purchases of:
Securities available for sale ......................................................... (785,341)
Securities held to maturity ........................................................... --
Premises and equipment ................................................................ (19,385)
Other ................................................................................. --
Proceeds from:
Sales of securities available for sale ................................................ 162,665
Maturities and issuer calls of securities available for sale .......................... 403,792
Maturities and issuer calls of securities held to maturity ............................ 49,851
Sales of foreclosed real estate ....................................................... 8,642
Dispositions of premises and equipment ................................................ 6,421
Dispositions of equipment utilized in leasing activities .............................. 7,369
Sale of mortgage servicing rights ..................................................... 8,295
Net cash received in mergers, acquisitions and divestitures ............................ 3,105
-----------
Net cash used by investing activities .................................................. (395,641)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits ............................................................... 59,604
Net increase in borrowed funds ......................................................... 101,407
Proceeds from issuance of long-term debt ............................................... 253,637
Repayment of long-term debt ............................................................ (83,441)
Cash dividends paid .................................................................... (34,980)
Proceeds from issuance of common stock, net ............................................ 5,683
Repurchases of common stock ............................................................ (32,291)
Other .................................................................................. --
-----------
Net cash provided by financing activities .............................................. 269,619
-----------
Increase (decrease) in cash and cash equivalents ....................................... 84,617
Cash and cash equivalents, beginning of year ........................................... 328,839
-----------
Cash and cash equivalents, end of year ................................................. $ 413,456
===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest .............................................................................. $ 300,938
Income taxes .......................................................................... 56,086
Noncash transactions:
Stock issued for acquisitions and other stock issuances, net .......................... 13,607
Unrealized securities (losses) gains, net ............................................. (66,635)
Dividends declared, but not yet paid .................................................. --
Loans transferred to foreclosed property .............................................. 7,222
Years ended December 31,
-------------------------------
1998 1997
--------------- ---------------
(thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................................. $ 100,314 $ 87,161
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses .............................................................. 15,644 13,643
Depreciation on assets under operating lease ........................................... 13,030 7,247
Depreciation and amortization, excluding depreciation on assets under operating lease .. 37,047 38,609
Deferred income taxes .................................................................. 9,468 15,976
Loan fees deferred, net ................................................................ 815 (583)
Bond premium amortization and discount accretion, net .................................. 2,148 561
Losses (gains) on sales of investment securities ....................................... (686) (151)
Loss on sales of foreclosed real estate ................................................ 96 601
Gain on sales of equipment under lease ................................................. (5,550) (3,534)
Gain on sale of subsidiary ............................................................. -- --
Gain on sale of mortgage servicing rights .............................................. -- --
Proceeds from sales of mortgage loans held for sale .................................... 937,159 487,060
Originations, net of principal repayments, of mortgage loans held for sale ............. (1,039,284) (503,208)
Increase in accrued interest receivable ................................................ (1,862) (2,525)
Increase in accrued interest payable ................................................... 5,590 382
Net change in other assets and other liabilities ....................................... (87,528) (42,151)
------------- -------------
Net cash provided (used) by operating activities ....................................... (13,599) 99,088
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans .................................................................. (608,127) (267,611)
Purchases of:
Securities available for sale ......................................................... (1,069,878) (1,505,519)
Securities held to maturity ........................................................... -- (52,222)
Premises and equipment ................................................................ (15,511) (19,906)
Other ................................................................................. -- (50,136)
Proceeds from:
Sales of securities available for sale ................................................ 220,549 578,767
Maturities and issuer calls of securities available for sale .......................... 577,013 646,579
Maturities and issuer calls of securities held to maturity ............................ 101,533 99,410
Sales of foreclosed real estate ....................................................... 7,306 6,354
Dispositions of premises and equipment ................................................ 2,917 1,858
Dispositions of equipment utilized in leasing activities .............................. 22,570 4,016
Sale of mortgage servicing rights ..................................................... -- --
Net cash received in mergers, acquisitions and divestitures ............................ 32,610 149,315
------------- -------------
Net cash used by investing activities .................................................. (729,018) (409,095)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits ............................................................... 148,035 200,368
Net increase in borrowed funds ......................................................... 451,916 119,919
Proceeds from issuance of long-term debt ............................................... 294,281 128,665
Repayment of long-term debt ............................................................ (109,892) (107,364)
Cash dividends paid .................................................................... (31,322) (28,349)
Proceeds from issuance of common stock, net ............................................ 2,953 4,403
Repurchases of common stock ............................................................ (3,041) (10,289)
Other .................................................................................. (577) (1,469)
------------- -------------
Net cash provided by financing activities .............................................. 752,353 305,884
------------- -------------
Increase (decrease) in cash and cash equivalents ....................................... 9,736 (4,123)
Cash and cash equivalents, beginning of year ........................................... 319,103 323,226
------------- -------------
Cash and cash equivalents, end of year ................................................. $ 328,839 $ 319,103
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest .............................................................................. $ 298,037 $ 276,439
Income taxes .......................................................................... 24,123 28,385
Noncash transactions:
Stock issued for acquisitions and other stock issuances, net .......................... 13,467 3,697
Unrealized securities (losses) gains, net ............................................. 4,322 13,675
Dividends declared, but not yet paid .................................................. -- 6,981
Loans transferred to foreclosed property .............................................. 6,545 7,746
See accompanying notes to consolidated financial statements.
II-41
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying consolidated financial statements include the accounts of
Centura Banks, Inc. ("Centura") and its wholly-owned subsidiaries, Centura
Capital Trust I ("CCTI") and Centura Bank (the "Bank"). Centura also has a 49
percent ownership interest in First Greensboro Home Equity, Inc. ("FGHE"), a
home equity mortgage company. The Bank also has various wholly-owned
subsidiaries which in the aggregate represent approximately nine percent of
total assets. All significant intercompany transactions are eliminated in
consolidation.
Certain amounts reported in prior years have been reclassified to conform
with current year presentation. The reclassifications have no effect on
shareholders' equity or net income as previously reported.
Basis of Financial Statement Presentation
The consolidated financial statements have been prepared in conformity
with generally accepted accounting principles. 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, and
the valuation of mortgage servicing rights ("MSRs").
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. 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 was established to facilitate the issuance of the Capital Securities
described in detail in Note 11 to the consolidated financial statements.
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.
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.
II-42
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
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 loans in the accompanying
consolidated balance sheets 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 periodic 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, that 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, 1999 and 1998, the net book value
of other real estate properties was $4.0 million and $5.8 million,
respectively.
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
II-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
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.
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 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. At December 31, 1999 and 1998, goodwill, net of accumulated
amortization, was $114.9 million and $102.9 million, 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
being accreted into earnings on a straight-line basis over a period of ten
years, the period estimated to be benefited. At December 31, 1999 and 1998,
negative goodwill, net of accumulated accretion, was $3.5 million and $4.8
million, respectively.
Centura has included as other assets equipment under operating lease
contracts. For the years ended December 31, 1999, 1998, and 1997, $6.2 million,
$7.5 million, and $4.6 million, respectively, of net operating lease rental
income was recorded in other noninterest income.
Also included in other assets is Centura's investment in FGHE, which is
accounted for using the equity method of accounting. At December 31, 1999 and
1998, the investment in FGHE, net of accumulated amortization, was $29.7
million and $33.3 million, respectively. Retained earnings at December 31, 1999
includes undistributed losses from FGHE totaling $1.8 million. Undistributed
earnings of $1.9 million were recognized in 1998.
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
II-44
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
of stock options which totaled 367,140, 558,758, and 568,624 shares at December
31, 1999, 1998, and 1997 respectively. Dilutive potential common shares are
calculated using the treasury stock method.
Stock-Based Employee Compensation
Most of Centura's stock-based employee 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 stock-based
employee compensation plans in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25). 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.
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.
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 those that are 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.
II-45
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
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
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). The statement addresses accounting and reporting requirements for
derivative instruments and for hedging activities. SFAS 133 requires that all
derivatives be recognized as either assets or liabilities in the consolidated
balance sheet and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be designated as a hedge of exposure to
changes in fair value of an asset or liability, exposure to variable cash flows
of a forecasted transaction or exposure of foreign currency denominated
forecasted transactions. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivatives and its resulting
designation. In June 1999, the FASB issued SFAS No. 137 "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB 133." This Statement defers the effective date of SFAS 133 for one
year. SFAS 133, as amended, is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. Management is in the process of
evaluating the impact of adopting SFAS 133. Management anticipates adopting
this Statement on January 1, 2001.
The FASB also issues exposure drafts for proposed statements of financial
accounting standards. Such exposure drafts are subject to comment from the
public, to revisions by the FASB and to final issuance by the FASB as
statements of financial accounting standards. Management considers the effect
of the proposed statements on the consolidated financial statements of Centura
and monitors the status of changes to exposure drafts and to proposed effective
dates.
NOTE 2 -- OTHER COMPREHENSIVE INCOME OR LOSS
The components of other comprehensive income or loss are summarized below
for the years ended December 31:
1999 1998
-------------------------------------- ------------------------------------
Tax Tax
Before-Tax (Expense) After-Tax Before-Tax (Expense) After-Tax
Amount Benefit Amount Amount Benefit Amount
------------ ----------- ------------- ------------ ----------- -----------
(thousands)
Unrealized gains on securities:
Unrealized (losses) gains arising
during period .............................. $(67,168) $24,908 $ (42,260) $5,008 $ (1,824) $3,184
Less: Reclassification for realized
(losses) gains ............................. (533) 220 (313) 686 (267) 419
-------- ------- --------- ------ -------- ------
Unrealized (losses) gains, net of
reclassification ........................... (66,635) 24,688 (41,947) 4,322 (1,557) 2,765
Minimum pension liability adjustment ......... 132 (52) 80 328 (130) 198
-------- ------- --------- ------ -------- ------
Other comprehensive (loss) income ............ $(66,503) $24,636 $ (41,867) $4,650 $ (1,687) $2,963
======== ======= ========= ====== ======== ======
1997
-----------------------------------
Tax
Before-Tax (Expense) After-Tax
Amount Benefit Amount
------------ ----------- ----------
(thousands)
Unrealized gains on securities:
Unrealized (losses) gains arising
during period .............................. $13,826 $ (5,246) $8,580
Less: Reclassification for realized
(losses) gains ............................. 151 (59) 92
------- -------- ------
Unrealized (losses) gains, net of
reclassification ........................... 13,675 (5,187) 8,488
Minimum pension liability adjustment ......... (338) 135 (203)
------- -------- ------
Other comprehensive (loss) income ............ $13,337 $ (5,052) $8,285
======= ======== ======
II-46
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS, AND DIVESTITURES
Centura consummated the following mergers and acquisitions during 1999,
1998, and 1997.
Acquisition
Date Assets Loans Deposits Shares Issued
------------ -------- ------- ---------- --------------
(millions, except shares)
ACQUISITIONS ACCOUNTED FOR AS PURCHASES:
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 --
Branch Banking and Trust Company and United Carolina Bank
("BB&T"), deposit assumption .................................... 8/15/97 $313 $171 $313 --
Betts & Company ("Betts"), insurance agency ....................... 11/03/97 1 -- -- 44,443
NationsBank, N.A. ("NationsBank"), deposit assumption ............. 11/13/97 86 52 86 --
First Union National Bank ("First Union"), deposit assumption ..... 12/05/97 16 -- 16 --
MERGERS ACCOUNTED FOR AS POOLINGS-OF-INTERESTS:
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
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.
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. The acquisition was accounted for using
the purchase method of accounting, and approximately $14.8 million of goodwill
was recorded in other assets on the consolidated balance sheet.
On February 5, 1999, Centura completed the acquisition of Scotland, based
in Laurinburg, North Carolina. The acquisition was accounted for as a purchase.
Goodwill of approximately $6.6 million was recorded in other assets on the
consolidated balance sheet.
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. The combination was
accounted for as a pooling-of-interests, and accordingly, historical financial
information for all periods presented has been restated to include First
Coastal's historical financial information. This combination increased
Centura's presence in the Hampton Roads region of Virginia by 18 financial
stores. In connection with the merger, Centura recorded non-recurring pre-tax
charges of $8.4 million, which includes $6.9 million in merger-related expenses
and $1.5 million in provision for loan losses recorded to align the allowance
for loan loss factors between the two entities. Included in these
merger-related expenses were severance and termination-related accruals, costs
of the transaction, and the write-off of certain assets deemed to have no
ongoing benefit to Centura. The severance costs include payments to be made in
connection with the involuntary termination of employees who were specifically
identified and notified of their termination and severance benefits in
December, 1998.
II-47
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS, AND DIVESTITURES -- Continued
The following table summarizes these merger-related charges as well as the
remaining liability at December 31, 1999:
Utilized in Remaining Balance
Merger-Related Charges Pre-tax 1999 December 31, 1999
- ------------------------------------------ --------- ------------- ------------------
(in thousands)
Severance costs .......................... $ 770 $ 770 $ --
Write-off of unrealizable assets ......... 1,259 1,059 200
Contract terminations .................... 2,071 1,337 734
Professional costs ....................... 1,683 1,683 --
Other merger-related expenses ............ 1,075 1,068 7
------ ------ ----
Total merger-related expenses ............ $6,858 $5,917 $941
====== ====== ====
The following table presents the historical results of operations for
Centura and First Coastal and the consolidated results of operations after
giving effect to the merger:
Centura and
First Coastal
Centura First Coastal Combined
------------- --------------- --------------
(in thousands, except share data)
Year ended December 31, 1998
Net interest income, after provision ......... $ 284,174 $ 18,273 $ 302,447
Noninterest income ........................... 134,700 5,821 140,521
Noninterest expense .......................... 271,689 18,708 290,397
Net income ................................... 96,871 3,443 100,314
Net income per common share:
Basic ...................................... $ 3.67 $ 0.69 $ 3.57
Diluted .................................... 3.60 0.67 3.50
Year ended December 31, 1997
Net interest income, after provision ......... $ 254,487 $ 18,737 $ 273,224
Noninterest income ........................... 108,367 3,901 112,268
Noninterest expense .......................... 237,376 15,981 253,357
Net income ................................... 83,058 4,103 87,161
Net income per common share:
Basic ...................................... $ 3.22 $ 0.82 $ 3.17
Diluted .................................... 3.15 0.81 3.11
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 was
recorded.
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. Located in the Winston-Salem area of North Carolina, these
supermarket locations complement Centura's existing supermarket delivery
channel.
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.
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 August 15, 1997, Centura consummated its assumption of deposit
liabilities and acquisition of certain loans from BB&T. Centura acquired
thirteen offices located in ten communities in eastern and southeastern North
Carolina. The purchase price exceeded the fair value of net assets acquired
which resulted in $35.0 million recorded as goodwill, included in other assets
on the consolidated balance sheet.
II-48
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS, AND DIVESTITURES -- Continued
On November 3, 1997, Centura consummated its acquisition of Betts, an
independent insurance agency based in Rocky Mount, North Carolina. The merger
was consummated through the issuance of 44,443 shares of Centura common stock.
The purchase price exceeded the fair value of the net assets acquired and
accordingly, goodwill of $2.6 million was recorded. The activities of Betts
continue through Centura Insurance Services, Inc., a wholly-owned subsidiary of
Centura Bank.
On November 13, 1997, Centura consummated its assumption of deposit
liabilities and acquisition of certain loans from NationsBank. Centura acquired
five banking centers, all located in North Carolina. Goodwill of $7.8 million
was recorded as an other asset on the consolidated balance sheet. In addition,
on December 5, 1997 Centura acquired $16.0 million in deposits from First
Union's Bakersfield, North Carolina office and accordingly, goodwill of
approximately $921,000 was recorded.
On September 30, 1999, Centura sold its technology leasing subsidiary,
CLG, Inc. The pretax net gain recorded on this sale was $4.9 million.
NOTE 4 -- INVESTMENT SECURITIES
A summary of investment securities by type at December 31 follows:
1999
----------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------ ------------ ------------
(thousands)
Held to maturity:
U.S. Treasury ................ $ 24,900 $ 124 $ -- $ 25,024
U.S. government agencies
and corporations ............ 3,678 54 -- 3,732
Mortgage-backed
securities .................. -- -- -- --
State and municipal .......... 25,573 317 46 25,844
Other securities ............. 16 -- -- 16
---------- ------- ------- ----------
Total held to maturity ....... $ 54,167 $ 495 $ 46 $ 54,616
========== ======= ======= ==========
Available for sale:
U.S. Treasury ................ $ 103,387 $ 24 $ 199 $ 103,212
U.S. government agencies
and corporations ............ 182,704 3,950 4,143 182,511
Mortgage-backed
securities .................. 1,306,507 1,296 33,771 1,274,032
Asset-backed securities ...... 215,351 49 2,978 212,422
State and municipal .......... 3,463 7 167 3,303
Common stock ................. 48,678 10,641 236 59,083
Other securities ............. 396,680 -- 20,545 376,135
---------- ------- ------- ----------
Total available for sale ..... $2,256,770 $15,967 $62,039 $2,210,698
========== ======= ======= ==========
1998 1997
---------------------------------------------------- ------------
Amortized Unrealized Unrealized Fair Amortized
Cost Gains Losses Value Cost
------------- ------------ ------------ ------------ ------------
(thousands)
Held to maturity:
U.S. Treasury ................ $ 36,849 $ 1,291 $ -- $ 38,140 $ 90,932
U.S. government agencies
and corporations ............ 20,912 247 -- 21,159 68,316
Mortgage-backed
securities .................. 14,858 -- 108 14,750 24,369
State and municipal .......... 30,115 1,225 7 31,333 38,464
Other securities ............. 1,033 17 -- 1,050 1,850
---------- ------- ------ ---------- ----------
Total held to maturity ....... $ 103,767 $ 2,780 $ 115 $ 106,432 $ 223,931
========== ======= ====== ========== ==========
Available for sale:
U.S. Treasury ................ $ 113,508 $ 4,421 $ -- $ 117,929 $ 187,499
U.S. government agencies
and corporations ............ 166,642 1,691 3,211 165,122 179,229
Mortgage-backed
securities .................. 1,255,326 15,594 2,852 1,268,068 1,063,590
Asset-backed securities ...... 178,258 2,965 223 181,000 93,875
State and municipal .......... 3,906 92 -- 3,998 2,143
Common stock ................. 37,137 -- -- 37,137 36,739
Other securities ............. 281,930 5,056 2,970 284,016 155,228
---------- ------- ------ ---------- ----------
Total available for sale ..... $2,036,707 $29,819 $9,256 $2,057,270 $1,718,303
========== ======= ====== ========== ==========
The following is a summary of investment securities by contractual
maturity at December 31, 1999:
Held to Maturity Available for Sale
----------------------------- ------------------------------
Amortized Cost Fair Value Amortized Cost Fair Value
---------------- ------------ ---------------- -------------
(thousands)
Due in one year or less .................... $ 1,472 $ 1,481 $ 48,714 $ 52,590
Due after one year through five years ...... 41,837 42,247 253,551 249,313
Due after five years through ten years ..... 7,576 7,616 74,640 69,400
Due after ten years ........................ 3,282 3,272 309,329 293,858
Mortgage-backed and asset-backed securities -- -- 1,521,858 1,486,454
Common stock ............................... -- -- 48,678 59,083
------- ------- ---------- ----------
Total ...................................... $54,167 $54,616 $2,256,770 $2,210,698
======= ======= ========== ==========
II-49
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 4 -- INVESTMENT SECURITIES -- Continued
At December 31, 1999 and 1998, investment securities with book values of
approximately $1.0 billion and $702.0 million, 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 1999, gross realized gains and losses of $3.6 million and $4.1
million, respectively, were generated from sales of securities. Gross gains of
$1.3 million and $3.6 million and gross losses of $564,000 and $3.5 million
were realized during 1998 and 1997, respectively.
NOTE 5 -- LOANS
A summary of loans at December 31 follows:
1999 1998
------------- -------------
(thousands)
Commercial, financial, and agricultural .................. $1,528,839 $1,126,721
Consumer ................................................. 463,523 437,815
Real estate -- mortgage .................................. 2,906,877 2,997,746
Real estate -- construction and land development ......... 739,374 750,156
Leases ................................................... 255,149 434,556
Other .................................................... 85,621 86,676
---------- ----------
Total loans, net of unearned income ...................... $5,979,383 $5,833,670
========== ==========
Included in the above:
Nonaccrual loans ......................................... $ 27,824 $ 32,293
Accruing loans past due ninety days or more .............. 7,391 9,095
Loans classified as real estate -- mortgage include mortgage loans held
for sale of $84.1 million and $158.8 million for 1999 and 1998, respectively.
Most of Centura's loan business is with customers located in North Carolina,
South Carolina and the Hampton Roads region of Virginia.
Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balance of these loans at
December 31, 1999, 1998, and 1997 amounted to $2.7 billion, $2.9 billion, and
$3.0 billion, respectively.
For the years ended December 31, 1999, 1998 and 1997, the interest income
that would have been recorded on nonaccrual loans had they performed in
accordance with their original terms amounted to approximately $2.2 million,
$2.4 million and $2.0 million, respectively. Interest income on all such loans
included in the results of operations amounted to approximately $668,000,
$718,000, and $634,000 during 1999, 1998, and 1997, 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, 1999 and 1998, total loans outstanding to FGHE
were $34.0 million and $55.9 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.
II-50
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 6 -- ALLOWANCE FOR LOAN LOSSES
A summary of changes in the allowance for loan losses follows:
1999 1998 1997
------------ ------------ ------------
(thousands)
AFLL at beginning of year ............................ $ 72,310 $ 68,576 $ 63,105
AFLL related to loans sold and subsidiary sale ....... (556) -- --
Allowance for acquired loans ......................... 605 2,068 3,133
Provision for loan losses ............................ 32,977 15,644 13,643
Charge-offs .......................................... (34,679) (17,358) (14,743)
Recoveries on loans previously charged-off ........... 2,861 3,380 3,438
--------- --------- ---------
Net Charge-offs ...................................... (31,818) (13,978) (11,305)
--------- --------- ---------
AFLL at end of year .................................. $ 73,518 $ 72,310 $ 68,576
========= ========= =========
The following tables summarize impaired loan information as of December
31:
1999 1998
---------- ----------
(thousands)
Impaired loans with related allowance ............ $11,802 $15,651
Impaired loans with no related allowance ......... 3,861 4,659
------- -------
Total impaired loans ............................. $15,663 $20,310
======= =======
Allowance on impaired loans ...................... $ 6,543 $ 6,487
1999 1998 1997
--------- --------- ---------
(thousands)
Cash basis interest income ............ $ 141 $ 150 $ 207
Average impaired loan balance ......... 24,160 19,745 14,686
NOTE 7 -- MORTGAGE SERVICING RIGHTS
A summary of capitalized MSRs follows:
1999 1998
---------- ----------
(thousands)
Balance at beginning of year ......... $ 33,464 $ 28,526
MSRs capitalized ..................... 11,903 12,759
MSRs amortized ....................... (8,728) (7,821)
Sale of MSRs ......................... (4,336) --
-------- --------
Balance at end of year ............... $ 32,303 $ 33,464
======== ========
The fair value of capitalized MSRs at December 31, 1999 and 1998 was
approximately $58.6 million and $41.0 million, respectively. No valuation
allowance for capitalized MSRs was required during the years ended December 31,
1999 and 1998.
II-51
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 8 -- PREMISES AND EQUIPMENT
Premises and equipment at December 31 are summarized as follows:
1999 1998
---------- ----------
(thousands)
Land .................................................... $ 17,687 $ 18,065
Buildings ............................................... 76,596 76,635
Buildings and equipment under capital lease ............. 2,017 2,017
Leasehold improvements .................................. 20,449 20,199
Furniture, fixtures, and equipment ...................... 91,460 106,094
Construction in progress ................................ 3,309 1,031
-------- --------
Total ................................................... 211,518 224,041
Less: Accumulated depreciation and amortization ......... 94,754 103,636
-------- --------
Premises and equipment .................................. $116,764 $120,405
======== ========
Depreciation and amortization on premises and equipment, included in
operating expenses, amounted to $16.7 million, $18.2 million, and $17.5 million
in 1999, 1998, and 1997, 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, 1999, future minimum lease payments under noncancelable
operating leases are as follows (in thousands):
2000 ................................. $ 9,306
2001 ................................. 6,917
2002 ................................. 5,396
2003 ................................. 3,865
2004 ................................. 2,843
Thereafter ........................... 15,255
-------
Total minimum lease payments ......... $43,582
=======
Rent expense charged to operations was as follows:
1999 1998 1997
--------- --------- ---------
(thousands)
Bank premises ......... $ 7,857 $ 7,297 $5,928
Equipment ............. 2,563 3,266 3,152
------- ------- ------
Rent expense .......... $10,420 $10,563 $9,080
======= ======= ======
NOTE 9 -- DEPOSITS
At December 31, 1999, the scheduled maturities of time deposits are as
follows (in thousands):
2000 ........................ $2,095,212
2001 ........................ 237,251
2002 ........................ 265,147
2003 ........................ 32,507
2004 and thereafter ......... 144,435
----------
Total ....................... $2,774,552
==========
II-52
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 10 -- BORROWED FUNDS
At December 31, borrowed funds consisted of the following:
1999 1998
------------- -------------
(thousands)
Federal funds purchased and securities sold under agreements to repurchase $ 987,530 $1,021,099
Master notes .............................................................. 276,758 262,740
Federal Home Loan Bank ("FHLB") Advances .................................. 100,000 --
U.S. Treasury demand note ................................................. 25,959 5,498
Other ..................................................................... 10,000 10,000
---------- ----------
Total borrowed funds ...................................................... $1,400,247 $1,299,337
========== ==========
At December 31, 1999, the Bank had $2.0 billion in total federal funds
lines available. Federal funds purchased have maturities that range between one
day and 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, 1999, $50.0 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 6.07 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:
1999 1998 1997
-------------- --------------- -------------
(dollars in thousands)
Federal funds purchased and securities sold under agreements to repurchase:
Amount outstanding at December 31 ......................................... $ 987,530 $ 1,021,099 $ 574,357
Average outstanding balance ............................................... 891,830 768,304 595,108
Highest balance at any month-end .......................................... 1,204,819 1,078,672 761,252
Interest expense .......................................................... 45,127 41,514 33,350
Approximate weighted-average interest rate:
During the year ........................................................... 5.06% 5.40% 5.60%
End of year ............................................................... 4.99 5.13 5.39
Master notes:
Amount outstanding at December 31 ......................................... $ 276,758 $ 262,740 $ 195,391
Average outstanding balance ............................................... 273,153 224,253 169,215
Highest balance at any month-end .......................................... 282,353 271,813 204,709
Interest expense .......................................................... 11,347 10,382 8,117
Approximate weighted-average interest rate:
During the year ........................................................... 4.15% 4.63% 4.80%
End of year ............................................................... 4.50 4.00 4.82
II-53
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 11 -- LONG-TERM DEBT
Long-term debt consisted of the following at December 31:
1999 1998
----------- -----------
(thousands)
Federal Home Loan Bank advances ................ $534,897 $477,553
Capital Securities ............................. 100,000 100,000
Bank notes ..................................... 125,000 --
Notes payable secured by lease rentals ......... -- 35,441
Obligations under capitalized leases ........... 908 1,102
Other .......................................... 95 188
-------- --------
Total long-term debt ........................... $760,900 $614,284
======== ========
At December 31, 1999, Centura's maximum borrowing capacity with the FHLB
was $693.2 million, of which $634.9 million was advanced at year-end 1999. Of
the amount advanced at year-end, $534.9 million and $100.0 million are
classified as long-term debt and short-term borrowings, respectively. 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. At December 31, 1998, FHLB
advances had maturities of up to 13 years with interest rates ranging between
1.0 percent and 6.7 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, 1999 and 1998, Centura owned 317,461 shares and 221,101 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, 1999, there were $125.0 million of 6.5
percent 10 year subordinated bank notes outstanding. There were no bank notes
outstanding at year-end 1998.
On June 2, 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. The Capital Securities are
included in Tier I capital for regulatory capital adequacy requirements.
Equipment under leases is partially funded through the use of fixed rate
debt secured by future lease rentals to be received under certain lease
contracts and first liens on the related equipment. Generally, the terms of
these obligations are equal to the terms of the underlying contracts. At
December 31, 1999, Centura had no outstanding debt secured by future lease
rentals. At December 31, 1998, the weighted-average interest rate and maturity
for the notes payable secured by lease rentals were 8.33 percent and 2.3 years,
respectively.
II-54
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 11 -- LONG-TERM DEBT -- Continued
At December 31, 1999, contractual maturities of long-term debt are as
follows (in thousands):
2000 ............... $185,613
2001 ............... 154,195
2002 ............... 181,164
2003 ............... 10,093
2004 ............... 107
Thereafter ......... 229,728
--------
Total .............. $760,900
========
NOTE 12 -- BENEFIT PLANS
Centura sponsors a noncontributory, qualified defined benefit pension
plan, a postretirement benefit plan, and a defined contribution plan 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 Postretirement SERP
Benefits Benefits Benefits
----------------------- ------------------------- ---------------------------
1999 1998 1999 1998 1999 1998
----------- ----------- ------------ ------------ ------------- -------------
(thousands)
Reconciliation of Benefit Obligation
Net benefit obligation, January 1 .................. $ 43,329 $ 37,953 $ 5,507 $ 4,994 $ 12,801 $ 10,651
Service cost ....................................... 2,884 2,717 282 214 906 975
Interest cost ...................................... 3,061 2,723 420 354 909 829
Participant contributions .......................... -- -- 197 137 -- --
Plan amendments .................................... -- -- -- -- (491) (1,007)
Actuarial (gain)/loss .............................. (3,230) 1,904 420 250 (198) 2,017
Benefits paid ...................................... (4,474) (1,968) (535) (442) (720) (664)
-------- -------- -------- -------- --------- ---------
Net benefit obligation, December 31 ................ $ 41,570 $ 43,329 $ 6,291 $ 5,507 $ 13,207 $ 12,801
======== ======== ======== ======== ========= =========
Reconciliation of Fair Value of Plan Assets*
Fair value, January 1 .............................. $ 34,597 $ 30,006 $ -- $ -- $ -- $ --
Actual return on plan assets ....................... 4,061 2,398 -- -- -- --
Employer contributions ............................. 2,345 4,161 338 305 720 664
Participant contributions .......................... -- -- 197 137 -- --
Benefits paid ...................................... (4,474) (1,968) (535) (442) (720) (664)
-------- -------- -------- -------- --------- ---------
Fair value, December 31 ............................ $ 36,529 $ 34,597 $ -- $ -- $ -- $ --
======== ======== ======== ======== ========= =========
Funded Status
Funded status, December 31 ......................... $ (5,041) $ (8,732) $ (6,291) $ (5,507) $ (13,207) $ (12,801)
Unrecognized net transition (asset)/obligation ..... (104) (211) 2,885 3,107 -- --
Unrecognized prior service cost .................... 2,406 2,645 159 175 348 935
Unrecognized actuarial loss/(gain) ................. 3,809 8,091 298 (122) 2,470 2,648
-------- -------- -------- -------- --------- ---------
Net amount recognized .............................. $ 1,070 $ 1,793 $ (2,949) $ (2,347) $ (10,389) $ (9,218)
======== ======== ======== ======== ========= =========
- ---------
* The assets of the pension plan are invested primarily in mutual funds and
corporate bonds and debentures.
II-55
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 12 -- BENEFIT PLANS -- Continued
The following table sets forth amounts recognized in the consolidated
financial statements for the years ended December 31:
Pension Plan Postretirement SERP
Benefits Benefits Benefits
------------------- ------------------------- ---------------------------
1999 1998 1999 1998 1999 1998
-------- ---------- ------------ ------------ ------------- -------------
(thousands)
Accrued benefit liability ......... $ -- $ (694) $ (2,949) $ (2,347) $ (10,774) $ (10,132)
Prepaid benefit cost .............. 1,070 -- -- -- -- --
Intangible asset .................. -- 2,487 -- -- 383 832
Accumulated OCI ................... -- -- -- -- 2 82
------ ------ -------- -------- --------- ---------
Net amount recognized ............. $1,070 $1,793 $ (2,949) $ (2,347) $ (10,389) $ (9,218)
====== ====== ======== ======== ========= =========
The components of net periodic pension cost for the years ended December
31 are as follows:
Pension Plan Postretirement SERP
Benefits Benefits Benefits
----------------------------------- ------------------------ ------------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
----------- ----------- ----------- ------ ------ ---------- ---------- --------- ---------
(thousands)
Service cost .................. $ 2,884 $ 2,717 $ 2,401 $282 $214 $189 $ 906 $ 975 $ 722
Interest cost ................. 3,061 2,723 2,552 420 354 337 909 829 720
Expected return on assets ..... (3,166) (2,714) (2,430) -- -- -- -- -- --
Amortization of:
Transition asset ............. (107) (106) (106) 222 222 222 -- -- --
Prior service cost ........... 239 238 181 15 16 16 95 236 571
Actuarial loss/(gain) ........ 158 111 142 -- -- (6) (19) 238 374
-------- -------- -------- ---- ---- ------ ------ ------ ------
Net periodic benefit cost ..... $ 3,069 $ 2,969 $ 2,740 $939 $806 $758 $1,891 $2,278 $2,387
======== ======== ======== ==== ==== ===== ====== ====== ======
In accounting for the above plans, the following assumptions were used:
Pension Plan Postretirement
Benefits Benefits
-------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
---------- ---------- ---------- ---------- ---------- ----------
Weighted-average discount rate ....... 7.50% 7.00% 7.25% 7.50% 7.00% 7.25%
Expected return on plan assets ....... 8.50 8.50 8.50 -- -- --
Rate of compensation increase ........ 5.50 5.50 5.50 -- -- --
Assumed health care cost trend rate .. -- -- -- 5.50 5.50 5.50
SERP
Benefits
--------------------------------
1999 1998 1997
---------- ---------- ----------
Weighted-average discount rate ....... 7.50% 7.00% 7.25%
Expected return on plan assets ....... -- -- --
Rate of compensation increase ........ 5.50 5.50 5.50
Assumed health care cost trend rate .. -- -- --
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 $ 376 $ 341
Accumulated postretirement benefit obligation ................................... 5,376 4,868
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:
1999 1998 1997
--------- --------- ---------
(thousands)
401(k) ................................... $ 2,106 $ 2,210 $ 1,896
Sales commissions ........................ 14,348 15,059 10,209
EVA-based incentive compensation ......... -- 4,756 6,840
------- ------- -------
Total .................................... $16,454 $22,025 $18,945
======= ======= =======
II-56
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 12 -- BENEFIT PLANS -- Continued
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") 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. The program
also incorporates the use of bonus banking of a defined percentage of
incentives earned that are then placed at risk dependent upon future
performance plus the granting of leveraged stock options to specific members of
management. Other miscellaneous bonus and incentive awards are made primarily
under individual contracts.
NOTE 13 -- STOCK OPTIONS, STOCK AWARDS, AND SHAREHOLDERS' EQUITY
At December 31, 1999, 1998, and 1997 Centura had approximately 1.2
million, 1.8 million, and 2.3 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 the grantee ceases to be a
director of Centura.
A summary of stock option transactions under these plans follows:
1999 1998 1997
---------------------- ---------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- ---------- ----------- ---------- ----------- -----------
Outstanding at January 1 ......... 1,680,034 $ 36.06 1,324,517 $ 21.79 1,434,373 $ 17.45
Granted .......................... 706,805 65.39 572,802 63.92 239,234 36.69
Exercised ........................ 332,340 15.94 183,033 16.08 331,590 13.99
Forfeited ........................ 89,067 59.61 34,252 56.64 17,500 13.78
--------- --------- ---------
Outstanding at December 31 ....... 1,965,432 48.97 1,680,034 36.06 1,324,517 21.79
========= ========= =========
Exercisable at December 31 ....... 945,359 $ 29.14 1,032,455 $ 22.95 967,010 $ 18.79
The following table summarizes information related to stock options
outstanding and exercisable on December 31, 1999:
Options Outstanding Options Exercisable
--------------------------------------------- ---------------------------
Weighted Weighted Weighted
Number of Average Average Number of Average
Range of Option Shares Remaining Exercise Option Shares Exercise
Exercise Prices Outstanding Contractual Life Price Exercisable Price
- -------------------------- --------------- ------------------ ---------- --------------- -----------
Less than $21.50 ......... 423,131 4.29 years $ 13.27 421,550 $ 13.32
$21.69 to 37.00 .......... 357,420 3.70 32.28 309,738 32.18
$37.13 to $69.89 ......... 356,812 7.17 55.66 132,594 47.61
$69.94 to $71.13 ......... 314,707 8.13 70.07 59,779 70.00
$71.44 ................... 108,449 8.05 71.44 21,698 71.44
$72.69 ................... 404,913 9.05 72.69 -- --
------- -------
1,965,432 6.51 48.97 945,359 29.14
========= =======
II-57
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 13 -- STOCK OPTIONS, STOCK AWARDS, AND SHAREHOLDERS' EQUITY -- Continued
Under APB 25, Centura expensed approximately $3.1 million in 1999, $2.2
million in 1998, and $1.6 million in 1997 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:
1999 1998 1997
--------------------------- ------------------------- ------------------------
Pro Forma As Reported Pro Forma As Reported Pro Forma As Reported
------------- ------------- ----------- ------------- ----------- ------------
(thousands, except per share data)
Net income .......... $ 102,324 $ 104,028 $ 98,558 $ 100,314 $ 86,080 $ 87,161
Basic EPS ........... 3.60 3.66 3.51 3.57 3.13 3.17
Diluted EPS ......... 3.56 3.62 3.44 3.50 3.07 3.11
The weighted-average fair values of options granted during 1999, 1998, and
1997 were $20.05, $23.61, and $16.12 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
-------------------- -------------- ----------
1999
Risk free interest rates .......... 5.64% 5.68% 5.68%
Dividend yield .................... 2.20 2.20 2.20
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 .................... 1.69 1.69 1.69
Volatility ........................ 23.98 23.98 23.98
Expected lives (in years) ......... 3.00 5.30 5.30
1997
Risk free interest rates .......... 6.14% 6.02% 6.02%
Dividend yield .................... 1.97 1.97 1.97
Volatility ........................ 24.16 24.16 24.16
Expected lives (in years) ......... 3.30 6.01 2.20
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 $1.25, $1.11, and $1.03 on a per share basis
during 1999, 1998, and 1997, respectively.
II-58
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 14 -- OTHER OPERATING EXPENSE
Other operating expense consisted of the following for the years ended
December 31:
1999 1998 1997
----------- ----------- ---------
(thousands)
Marketing, advertising, and public relations .. $ 6,520 $ 9,024 $ 9,739
Stationery, printing, and supplies ............ 6,559 7,432 6,246
Postage ....................................... 3,762 3,892 3,324
Telephone ..................................... 10,320 9,490 7,833
FDIC insurance ................................ 1,169 1,619 1,637
Fees for outsourced services .................. 14,964 13,058 8,219
Service and licensing fees .................... 5,300 6,147 5,211
Legal and professional fees ................... 13,643 13,380 16,452
Other administrative .......................... 10,036 10,124 8,950
Intangible amortization ....................... 10,443 8,948 6,520
Other ......................................... 21,786 21,950 17,741
-------- -------- -------
Total other operating expense ................. $104,502 $105,064 $91,872
======== ======== =======
NOTE 15 -- INCOME TAXES
The components of income tax expense for the years ended December 31 were:
1999 1998 1997
---------- ---------- ----------
(thousands)
Current expense:
Federal ......................... $42,569 $39,387 $27,822
State ........................... 4,545 3,402 1,176
------- ------- -------
47,114 42,789 28,998
Deferred expense:
Federal ......................... 4,924 8,283 14,080
State ........................... 1,053 1,185 1,896
------- ------- -------
5,977 9,468 15,976
------- ------- -------
Total income tax expense ......... $53,091 $52,257 $44,974
======= ======= =======
Income tax expense is reconciled to the amount computed by applying the
federal statutory rate to income before income taxes as follows:
1999 1998 1997
------------ ------------ ------------
Federal statutory rate ........................... 35.00% 35.00% 35.00%
Non-taxable income ............................... (1.87) ( 2.70) ( 3.30)
Mergers & acquisitions amortization, net ......... 0.77 0.54 0.54
Acquisition adjustments .......................... 0.61 0.09 0.17
State income tax, net of federal benefit ......... 2.55 1.95 1.39
Other, net ....................................... ( 3.27) ( 0.63) 0.24
------ ------ ------
Effective tax rate ............................... 33.79% 34.25% 34.04%
====== ====== ======
Included in the Other category for 1999 are adjustments reducing the
effective tax rate by approximately 2.8 percent resulting from adjustments to
expected recoverable amounts.
II-59
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 15 -- INCOME TAXES -- Continued
The tax effects of temporary differences which give rise to significant
portions of the net deferred tax liability at December 31 are summarized as
follows:
1999 1998
---------- ----------
(thousands)
Deferred tax assets:
Loan loss reserve ............................... $28,289 $27,197
Other reserves .................................. 3,991 2,624
Deferred compensation ........................... 12,958 13,798
Unrealized investment securities losses ......... 16,907 --
Other assets .................................... 4,717 3,621
------- -------
Gross deferred tax assets ....................... 66,862 47,240
Deferred tax liabilities:
Premises and equipment .......................... 3,173 2,801
Employee retirement plans ....................... 2,106 1,939
Investment securities ........................... 1,731 1,146
Leasing activities .............................. 52,020 42,889
Other liabilities ............................... 21,742 25,565
Unrealized investment securities gains .......... -- 7,781
------- -------
Gross deferred tax liabilities .................. 80,772 82,121
------- -------
Net deferred tax liability ...................... $13,910 $34,881
======= =======
No valuation allowance for deferred tax assets was required at December
31, 1999 or 1998. Management has determined that it is more likely than not
that the deferred tax assets can be supported by carrybacks to federal taxable
income in the federal carryback period or offset against deferred tax
liabilities. During 1999, the net deferred tax liability decreased
approximately $25.0 million due to fair value adjustments required under SFAS
115 for securities available for sale and decreased due to other adjustments
totaling approximately $2.0 million.
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, 1999 and 1998, Centura had commitments to extend credit of
$2.4 billion and $2.3 billion, respectively, and standby letters of credit of
$186.1 million and $141.8 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.
II-60
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
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 $29.8 million and $155.4 million
outstanding at December 31, 1999 and 1998, 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, 1999 and 1998, which are included in
total loans on the consolidated balance sheet, were $84.1 million and $158.8
million reduced by valuation allowances of $174,000 and $201,000, 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 $49.5 million and $104.8 million at December 31, 1999 and
1998, 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.
Centura's interest rate swap agreements are summarized below:
1999 1998
--------------------------- -----------------------
Estimated Estimated
Notional Fair Value Notional Fair Value
Amount Gain/(Loss) Amount Gain/(Loss)
------------- ------------- ---------- ------------
(thousands)
Corporation pays fixed/receives variable ... $ 482,219 $ 10,209 $399,812 $ (7,173)
Corporation pays variable/receives fixed ... 556,000 (12,788) 276,000 7,648
Corporation pays variable/receives variable 50,000 (8) 150,000 (203)
---------- ----------- -------- --------
Total interest rate swaps .................. $1,088,219 $ (2,587) $825,812 $ 272
========== ========== ======== ========
At December 31, 1999 and 1998, 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.
II-61
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
Interest rate cap and floor agreements are summarized as follows:
Estimated
Notional Carrying Fair Value
Amount Value Gain/(Loss)
---------- ---------- ------------
(thousands)
December 31, 1999
Interest rate caps ........... $147,000 $374 $ (3,136)
Interest rate floors ......... 255,000 366 237
December 31, 1998
Interest rate caps ........... $147,000 $472 $ (892)
Interest rate floors ......... 305,000 633 4,301
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, 1999, 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. They allege that Centura Bank breached its duties and
committed other violations of law as depository of substantial sums of money
allegedly converted by the personal and financial advisors of the owners of
such money and in connection with the creation of charitable trusts established
with a portion of the funds. No claim for a specific amount of monetary damages
was made in the cases until 1999. Plaintiffs seek compensatory and treble
damages in amounts that are material to Centura and its subsidiaries taken as a
whole. Centura and Centura Bank believe that Centura Bank has meritorious
defenses to all claims asserted in these cases and Centura Bank is defending
the cases vigorously. 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"),
which has been consolidated for discovery with the Staton Cases, 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. Plaintiffs seek specific performance or recovery of money
damages in an amount that is material to Centura and its subsidiaries taken as
a whole. Centura and Centura Bank believe Centura Bank has meritorious defenses
to all claims asserted in this case and Centura Bank is defending the case
vigorously. In 1999, Ingeborg Staton, Mercedes Staton and trusts created by
Ingeborg Staton and Mercedes Staton 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. By consent of the parties, the 1999 Case has been consolidated
with the Staton Cases and the PIPM Case. Centura and Centura Bank believe that
Centura Bank has meritorious defenses to all claims asserted in this case and
Centura Bank intends to defend it vigorously. Management does not believe that
Centura or Centura Bank has liability with respect to these cases and
accordingly, is unable to estimate a range of loss.
II-62
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
Various legal proceedings against Centura and the Bank 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 the Bank.
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 at December 31:
1999 1998
------------------------- --------------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
------------ ------------ ------------ -------------
(thousands)
FINANCIAL ASSETS:
Cash and due from banks, including interest-bearing $ 297,770 $ 297,770 $ 311,193 $ 311,193
Federal funds sold ................................. 115,686 115,686 17,646 17,646
Investment securities .............................. 2,264,865 2,265,314 2,161,037 2,163,702
Accrued interest receivable ........................ 53,906 53,906 52,649 52,649
Loans, net ......................................... 5,905,865 5,985,525 5,761,360 5,983,021
FINANCIAL LIABILITIES:
Deposits ........................................... $6,167,835 $6,162,498 $6,068,649 $5,982,270
Accrued interest payable ........................... 28,985 28,985 22,830 22,830
Borrowed funds ..................................... 1,400,247 1,400,247 1,299,337 1,299,337
Long-term debt ..................................... 760,900 759,829 614,284 634,078
See Note 16 for information regarding the fair value of Centura's
off-balance sheet financial instruments at December 31, 1999 and 1998 and Note
7 for information regarding the fair value of Centura's capitalized mortgage
servicing rights.
NOTE 18 -- SEGMENT INFORMATION
The Bank has two reportable segments: retail banking and treasury. These
reportable 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
II-63
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 18 -- SEGMENT INFORMATION -- Continued
a wide array of products to individuals, small businesses, and commercial
customers. These products are primarily offered through Centura's 228 financial
stores and are also offered through the Centura Highway, a centralized
telephone operation that handles a broad range of financial services.
Treasury is responsible for Centura's asset/liability management including
managing Centura's investment portfolio.
"Other" includes the asset management division, leasing activities,
Centura Securities, Inc., Centura Insurance Services, Inc., and FGHE, none of
which individually exceed 10 percent of revenues, net income or total assets.
Centura's asset management division provides trust and fiduciary services as
well as retirement plan design and administration. Leasing activities include
Centura's technology leasing subsidiary CLG, Inc. ("CLG") as well as the
Centura Bank Leasing Division, both of which offer a broad range of lease
products including automobile, equipment, and recreational vehicle leases. CLG
was sold on September 30, 1999. 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.
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 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.
1999
------------------------------------------------------------------------------------------
Retail Treasury Other Total Adjustments Consolidated
------------- -------------- ------------ -------------- ------------------ -------------
(in thousands)
Interest income ....................... $ 418,733 $ 172,779 $ 36,617 $ 628,129 $ 18,430(A) $ 646,559
Interest expense ...................... 211,394 84,555 3,470 299,419 7,674 (A) 307,093
Funds transfer pricing allocation ..... 71,446 (61,154) (16,230) (5,938) 5,938 (B) --
---------- ---------- --------- ---------- --------- ----------
Net interest income ................... 278,785 27,070 16,917 322,772 16,694 339,466
Provision for loan losses ............. 27,641 -- 3,668 31,309 1,668 (C) 32,977
---------- ---------- --------- ---------- --------- ----------
Net interest income after provision
for loan losses ...................... 251,144 27,070 13,249 291,463 15,026 306,489
Noninterest income .................... 107,221 788 45,392 153,401 (708)(A) 152,693
Noninterest expense ................... 227,324 10,103 33,737 271,164 30,899 (A) 302,063
---------- ---------- --------- ---------- --------- ----------
Income before income taxes ............ 131,041 17,755 24,904 173,700 (16,581) 157,119
Income tax expense .................... 33,946 1,170 4,393 39,509 13,582 (C) 53,091
---------- ---------- --------- ---------- --------- ----------
Net income ............................ $ 97,095 $ 16,585 $ 20,511 $ 134,191 $ (30,163) $ 104,028
========== ========== ========= ========== ========= ==========
Period-end assets ..................... $5,169,847 $2,858,894 $ 279,189 $8,307,930 $ 815,318(D) $9,123,248
II-64
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 18 -- SEGMENT INFORMATION -- Continued
1998
-----------------------------------------
Retail Treasury Other
------------- -------------- ------------
(thousands)
Interest income ........................... $ 409,643 $ 161,376 $ 40,482
Interest expense .......................... 220,762 74,470 5,840
Funds transfer pricing allocation ......... 70,563 (63,872) (19,753)
---------- ---------- ---------
Net interest income ....................... 259,444 23,034 14,889
Provision for loan losses ................. 11,076 83 3,398
---------- ---------- ---------
Net interest income after provision for
loan losses .............................. 248,368 22,951 11,491
Noninterest income ........................ 110,912 2,331 44,795
Noninterest expense ....................... 230,027 10,058 36,378
---------- ---------- ---------
Income before income taxes ................ 129,253 15,224 19,908
Income tax expense/(benefit) .............. 42,901 (5,456) 5,847
---------- ---------- ---------
Net income ................................ $ 86,352 $ 20,680 $ 14,061
========== ========== =========
Period-end assets ......................... $4,512,317 $2,907,231 $ 548,486
1998
-----------------------------------------------
Total Adjustments Consolidated
-------------- ------------------ -------------
(thousands)
Interest income ........................... $ 611,501 $ 10,217(A) $ 621,718
Interest expense .......................... 301,072 2,555 (A) 303,627
Funds transfer pricing allocation ......... (13,062) 13,062 (B) --
---------- ---------- ----------
Net interest income ....................... 297,367 20,724 318,091
Provision for loan losses ................. 14,557 1,087 (C) 15,644
---------- ---------- ----------
Net interest income after provision for
loan losses .............................. 282,810 19,637 302,447
Noninterest income ........................ 158,038 (17,517)(A) 140,521
Noninterest expense ....................... 276,463 13,934 (A) 290,397
---------- ---------- ----------
Income before income taxes ................ 164,385 (11,814) 152,571
Income tax expense/(benefit) .............. 43,292 8,965 (C) 52,257
---------- ---------- ----------
Net income ................................ $ 121,093 $ (20,779) $ 100,314
========== ========== ==========
Period-end assets ......................... $7,968,034 $ 827,526(D) $8,795,560
1997
-----------------------------------------
Retail Treasury Other
------------- -------------- ------------
(thousands)
Interest income ........................... $ 362,852 $ 149,512 $ 48,054
Interest expense .......................... 206,542 65,372 7,267
Funds transfer pricing allocation ......... 93,410 (60,956) (23,559)
---------- ---------- ---------
Net interest income ....................... 249,720 23,184 17,228
Provision for loan losses ................. 8,942 91 2,149
---------- ---------- ---------
Net interest income after provision for
loan losses .............................. 240,778 23,093 15,079
Noninterest income ........................ 81,977 986 40,303
Noninterest expense ....................... 210,032 11,080 38,223
---------- ---------- ---------
Income before income taxes ................ 112,723 12,999 17,159
Income tax expense ........................ 27,547 3,806 4,368
---------- ---------- ---------
Net income ................................ $ 85,176 $ 9,193 $ 12,791
========== ========== =========
Period-end assets ......................... $4,210,003 $2,311,006 $ 537,225
1997
---------------------------------------------
Total Adjustments Consolidated
------------- ----------------- -------------
(thousands)
Interest income ........................... $ 560,418 $ 3,270(A) $ 563,688
Interest expense .......................... 279,181 (2,360)(A) 276,821
Funds transfer pricing allocation ......... 8,895 (8,895)(B) --
---------- ---------- ----------
Net interest income ....................... 290,132 (3,265) 286,867
Provision for loan losses ................. 11,182 2,461 (C) 13,643
---------- ---------- ----------
Net interest income after provision for
loan losses .............................. 278,950 (5,726) 273,224
Noninterest income ........................ 123,266 (10,998)(A) 112,268
Noninterest expense ....................... 259,335 (5,978)(A) 253,357
---------- ---------- ----------
Income before income taxes ................ 142,881 (10,746) 132,135
Income tax expense ........................ 35,721 9,253 (C) 44,974
---------- ---------- ----------
Net income ................................ $ 107,160 $ (19,999) $ 87,161
========== ========== ==========
Period-end assets ......................... $7,058,234 $ 683,384(D) $7,741,618
- ---------
(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.
II-65
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,
---------------------------
1999 1998
------------- -------------
(thousands)
Assets
Cash and deposits in banks ............................................................ $ 190,393 $ 187,741
Investment securities available for sale (cost of $26,232 and $39,715, respectively) .. 35,713 39,963
Loans to affiliate .................................................................... 34,047 55,908
Investment in wholly-owned subsidiary, bank ........................................... 788,613 731,548
Investment in wholly-owned subsidiary, other .......................................... 3,117 3,116
Other assets .......................................................................... 37,455 42,582
---------- ----------
Total assets .......................................................................... $1,089,338 $1,060,858
========== ==========
Liabilities and Shareholders' Equity
Junior subordinated debentures with affiliate ......................................... $ 103,093 $ 103,093
Other liabilities ..................................................................... 296,520 281,560
Shareholders' equity .................................................................. 689,725 676,205
---------- ----------
Total liabilities and shareholders' equity ............................................ $1,089,338 $1,060,858
========== ==========
INCOME STATEMENTS
Years Ended December 31,
----------------------------------
1999 1998 1997
------------ ---------- ----------
(thousands)
Income
Dividends from subsidiaries ...................................................... $ 39,154 $ 31,955 $48,770
Other ............................................................................ 28,326 35,514 33,657
-------- -------- -------
Total income ..................................................................... 67,480 67,469 82,427
Expense
Interest ......................................................................... 20,360 19,559 15,795
Other ............................................................................ 12,345 13,413 13,754
-------- -------- -------
Total expenses ................................................................... 32,705 32,972 29,549
-------- -------- -------
Income before income taxes and equity in undistributed net income of subsidiaries 34,775 34,497 52,878
Income tax (benefit) expense ..................................................... (1,912) 106 589
-------- -------- -------
Income before equity in undistributed net income of subsidiaries ................. 36,687 34,391 52,289
Equity in undistributed net income of wholly-owned subsidiaries .................. 67,341 65,923 34,872
-------- -------- -------
Net income ....................................................................... $104,028 $100,314 $87,161
======== ======== =======
II-66
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 19 -- PARENT COMPANY FINANCIAL DATA -- Continued
STATEMENTS OF CASH FLOWS
Years Ended December 31,
-------------------------------------
1999 1998 1997
------------ ----------- ------------
(thousands)
Cash flows from operating activities
Net income .......................................................................... $ 104,028 $ 100,314 $ 87,161
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ...................................................... 1,607 1,612 1,724
Losses (gains) on sales of investment securities ................................... 1,067 (78) (232)
Increase in equity in undistributed net income of subsidiary ....................... (67,341) (65,923) (34,872)
Net change in other assets and other liabilities ................................... (491) (3,018) (5,712)
--------- --------- ----------
Net cash provided by operating activities ........................................... 38,870 32,907 48,069
--------- --------- ----------
Cash flows from investing activities
Net increase in investment in non-bank subsidiary .................................. -- -- (3,093)
Net decrease (increase) in loan with affiliate ..................................... 21,861 (41,735) (8,451)
Purchases of securities available for sale ......................................... -- (8,750) (107,381)
Sales, maturities and issuer calls of securities available for sale ................ 15,775 8,261 1,083
Net cash paid in mergers, acquisitions, and divestitures ........................... (25,716) -- --
Additional investment in First Greensboro Home Equity .............................. (490) -- --
--------- --------- ----------
Net cash provided (used) by investing activities .................................... 11,430 (42,224) (117,842)
--------- --------- ----------
Cash flows from financing activities
Net increase in borrowings ......................................................... 13,940 37,205 136,691
Issuance of common stock, net ...................................................... 5,683 2,953 4,403
Repurchase of common stock ......................................................... (32,291) (3,041) (10,289)
Cash dividends paid ................................................................ (34,980) (31,322) (28,349)
--------- --------- ----------
Net cash (used) provided by financing activities .................................... (47,648) 5,795 102,456
--------- --------- ----------
Increase (decrease) in cash ......................................................... 2,652 (3,522) 32,683
Cash, beginning of year ............................................................. 187,741 191,263 158,580
--------- --------- ----------
Cash, end of year ................................................................... $ 190,393 $ 187,741 $ 191,263
========= ========= ==========
Supplemental Disclosures of Cash Flow Information
Stock issued for acquisitions and other stock issuances, net ....................... $ 13,607 $ 13,467 $ 3,697
Unrealized securities (losses) gains, net of parent and subsidiary ................. (66,635) 4,322 13,675
Available for sale securities contributed to subsidiary as capital ................. -- 52,494 14,763
Dividends declared, but not yet paid ............................................... -- -- 6,981
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, 1999, Centura was required to
maintain a minimum balance with the FRB in the amount of $102.7 million.
Subject to the regulatory restrictions, the Bank had $163.3 million available
from its retained earnings at December 31, 1999 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, 1999.
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.
II-67
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 20 -- REGULATORY MATTERS -- Continued
Regulatory capital amounts and ratios are set forth in the table below.
Tier I 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 I capital also consists of
Capital Securities as described in Note 11. The remainder of total capital is
Tier II 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.
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, 1999, 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 I risk-based, and Tier I leverage ratios as set forth in the table below.
To Be Well
Capital Amount Ratio Capitalized Under
----------------------- ----------------------- For Capital Prompt Corrective
1999 1998 1999 1998 Adequacy Purpose Action Provisions
----------- ----------- ----------- ----------- ----------------- ------------------
(thousands)
Total Capital (to Risk-Weighted Assets)
Centura ................................ $874,136 $696,160 12.83% 10.79% (> or =)8.00% Not Applicable
Bank ................................... $907,372 $687,438 13.45% 10.83% (> or =)8.00% (> or =)10.00%
Tier I Capital (to Risk-Weighted Assets)
Centura ................................ $703,696 $656,654 10.33% 10.18% (> or =)4.00% Not Applicable
Bank ................................... $708,854 $614,658 10.51% 9.69% (> or =)4.00% (> or =)6.00%
Tier I Leverage (to Average Assets)
Centura ................................ $703,696 $656,654 7.92% 7.79% (> or =)4.00% Not Applicable
Bank ................................... $708,854 $614,658 8.08% 7.44% (> or =)4.00% (> or =)5.00%
NOTE 21 -- SUBSEQUENT EVENTS (UNAUDITED)
On February 18, 2000, Centura merged with Triangle Bancorp, Inc.
("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 $2.4 billion and operated
71 locations throughout North Carolina. Historical financial information
presented in this report has not been restated to include the accounts and
results of operations of Triangle. Supplemental consolidated financial
statements restated to reflect the merger with Triangle are included in Item 8
of this report.
II-68
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 21 -- SUBSEQUENT EVENTS (UNAUDITED) -- Continued
The following table presents the historical results of operations for
Centura and Triangle and the consolidated results of operations giving effect
to the merger:
Historical
--------------------------
Centura and
Triangle Proforma
Centura Triangle 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
Year ended December 31, 1997
Net interest income, after provision ......... $ 273,224 $ 63,269 $ 336,493
Noninterest income ........................... 112,268 16,922 128,155*
Noninterest expense .......................... 253,357 50,125 302,446*
Net income ................................... 87,161 19,526 106,687
Net income per common share:
Basic ...................................... $ 3.17 $ 0.79 $ 2.76
Diluted .................................... 3.11 0.76 2.70
- ---------
* Reflects intercompany eliminations and adjustments made to conform accounting
policies between the combined entities.
II-69
ITEM 8 -- CONTINUED
On February 18, 2000, Centura merged with Triangle Bancorp, Inc.
("Triangle") in a transaction accounted for as a pooling-of-interests. Because
the merger occurred subsequent to December 31, 1999, the financial statements
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included in this Form 10-K do not give effect to the restatement to
include the historical financial information for Triangle. The following
Supplemental Consolidated Financial Statements restate the 1999 audited
financial statements for Centura to give effect to the merger with Triangle.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF
CENTURA BANKS, INC.
We have audited the accompanying supplemental consolidated balance sheets
of Centura Banks, Inc. and subsidiaries (the "Corporation") as of December 31,
1999 and 1998, and the related supplemental consolidated statements of income,
of shareholders' equity, and of cash flows for each of the three years in the
period ended December 31, 1999. These supplemental consolidated financial
statements are the responsibility of the Corporation's management. Our
responsibility is to express an opinion on these supplemental consolidated
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
The supplemental consolidated financial statements give retroactive effect
to the merger of Centura Banks, Inc. and Triangle Bancorp, Inc. on February 18,
2000, which has been accounted for as a pooling-of-interests as described in
Notes 1 and 3 to the supplemental consolidated financial statements. Accounting
principles generally accepted in the United States proscribe giving effect to a
consummated business combination accounted for by the pooling-of-interests
method in financial statements that do not include the date of consummation.
These financial statements do not extend through the date of consummation;
however, they will become the historical consolidated financial statements of
Centura Banks, Inc. and subsidiaries after financial statements covering the
date of consummation of the business combination are issued.
In our opinion, the supplemental consolidated financial statements
referred to above present fairly, in all material respects, the financial
position of Centura Banks, Inc. and its subsidiaries as of December 31, 1999
and 1998, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
/s/ PricewaterhouseCoopers LLP
Raleigh, North Carolina
March 6, 2000
II-70
CENTURA BANKS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS
December 31,
-----------------------------
1999 1998
-------------- --------------
(thousands, except share data)
ASSETS
Cash and due from banks ................................................................. $ 356,416 $ 365,854
Due from banks, interest-bearing ........................................................ 39,279 22,874
Federal funds sold ...................................................................... 28,686 17,646
Investment securities:
Available for sale (cost of $2,794,678 and $2,525,527, respectively) ................... 2,727,514 2,539,425
Held to maturity (fair value of $114,521 and $189,222, respectively) ................... 114,574 184,905
Loans, net of unearned income ........................................................... 7,528,770 7,216,807
Less allowance for loan losses ......................................................... 95,280 91,894
----------- -----------
Net loans ........................................................................... 7,433,490 7,124,913
Premises and equipment .................................................................. 159,300 164,830
Other assets ............................................................................ 527,423 498,197
----------- -----------
Total assets ............................................................................ $11,386,682 $10,918,644
=========== ===========
LIABILITIES
Deposits:
Demand, noninterest-bearing ............................................................ $ 1,136,119 $ 1,211,321
Interest-bearing ....................................................................... 5,882,744 5,764,408
Time deposits over $100 ................................................................ 878,189 726,061
----------- -----------
Total deposits ...................................................................... 7,897,052 7,701,790
Borrowed funds .......................................................................... 1,601,238 1,465,117
Long-term debt .......................................................................... 904,354 757,736
Other liabilities ....................................................................... 124,303 154,769
----------- -----------
Total liabilities ....................................................................... 10,526,947 10,079,412
----------- -----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 25,000,000 shares authorized; none issued ................ -- --
Common stock, no par value, 50,000,000 shares authorized; shares issued and outstanding
of 39,496,410 and 39,650,845, respectively ............................................. 278,689 291,786
Common stock acquired by ESOP ........................................................... (28) (107)
Retained earnings ....................................................................... 623,870 539,128
Accumulated other comprehensive (loss) income ........................................... (42,796) 8,425
----------- -----------
Total shareholders' equity .............................................................. 859,735 839,232
----------- -----------
Total liabilities and shareholders' equity .............................................. $11,386,682 $10,918,644
=========== ===========
See accompanying notes to supplemental consolidated financial statements.
II-71
CENTURA BANKS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31,
------------------------------------------
1999 1998 1997
-------------- ------------- -------------
(thousands, except share and per share
data)
INTEREST INCOME
Loans, including fees .............................................. $ 641,171 $ 613,660 $ 555,547
Investment securities:
Taxable ........................................................... 159,605 152,808 136,829
Tax-exempt ........................................................ 5,791 5,372 4,650
Short-term investments ............................................. 2,589 3,206 4,765
----------- ----------- -----------
Total interest income .............................................. 809,156 775,046 701,791
INTEREST EXPENSE
Deposits ........................................................... 268,864 281,967 265,028
Borrowed funds ..................................................... 69,671 61,610 51,679
Long-term debt ..................................................... 51,896 38,748 29,827
----------- ----------- -----------
Total interest expense ............................................. 390,431 382,325 346,534
----------- ----------- -----------
NET INTEREST INCOME ................................................ 418,725 392,721 355,257
Provision for loan losses .......................................... 40,828 20,759 18,764
----------- ----------- -----------
Net interest income after provision for loan losses ................ 377,897 371,962 336,493
NONINTEREST INCOME
Service charges on deposit accounts ................................ 63,761 57,490 48,562
Credit card and related fees ....................................... 9,008 6,992 5,502
Other service charges, commissions, and fees ....................... 37,924 33,725 24,413
Fees for trust services ............................................ 10,340 9,304 7,737
Mortgage income .................................................... 25,304 25,141 16,617
Other noninterest income ........................................... 25,160 22,587 23,784
Securities (losses) gains, net ..................................... (600) 2,357 1,540
----------- ----------- -----------
Total noninterest income ........................................... 170,897 157,596 128,155
NONINTEREST EXPENSE
Personnel .......................................................... 171,364 165,190 143,407
Occupancy .......................................................... 24,688 22,836 19,918
Equipment .......................................................... 25,227 26,925 26,242
Foreclosed real estate losses and related operating expense, net ... 1,697 1,425 1,534
Merger-related expenses ............................................ 6,858 4,373 2,651
Other operating expense ............................................ 122,489 123,163 108,694
----------- ----------- -----------
Total noninterest expense .......................................... 352,323 343,912 302,446
----------- ----------- -----------
Income before income taxes ......................................... 196,471 185,646 162,202
Income taxes ....................................................... 66,134 63,474 55,515
----------- ----------- -----------
NET INCOME ......................................................... $ 130,337 $ 122,172 $ 106,687
=========== =========== ===========
NET INCOME PER COMMON SHARE
Basic .............................................................. $ 3.28 $ 3.10 $ 2.76
Diluted ............................................................ 3.23 3.03 2.70
AVERAGE COMMON SHARES OUTSTANDING
Basic .............................................................. 39,729,900 39,416,319 38,585,655
Diluted ............................................................ 40,368,276 40,331,079 39,560,665
See accompanying notes to supplemental consolidated financial statements.
II-72
CENTURA BANKS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Common Stock
---------------------------
Common
Stock
Acquired Retained
Shares Amount By ESOP Earnings
-------------- ------------ --------- ------------
(thousands, except share data)
Balance, December 31, 1996 ................. 38,425,641 $ 281,950 $ (395) $ 371,996
Comprehensive income:
Net income ................................ -- -- -- 106,687
Minimum pension liability adjustment ...... -- -- -- --
Unrealized gains on securities, net of
tax ...................................... -- -- -- --
Comprehensive income .....................
Common stock issued:
Stock option plans and stock awards ....... 519,868 7,904 -- --
Acquisitions .............................. 44,443 2,528 -- --
Repurchases of common stock ................ (256,270) (13,021) -- --
Cash dividends declared .................... -- -- -- (35,164)
Other ...................................... -- 2,475 144 (252)
---------- --------- ------ ---------
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
========== ========= ====== =========
Accumulated Other
Comprehensive Income (Loss)
------------------------------------
Unrealized Gains/ Minimum Total
(Losses) on Securities Pension Shareholders'
Available for Sale Liability Equity
------------------------ ----------- --------------
(thousands, except share data)
Balance, December 31, 1996 ................. $ 1,926 $ (77) $ 655,400
Comprehensive income:
Net income ................................ -- -- 106,687
Minimum pension liability adjustment ...... -- (203) (203)
Unrealized gains on securities, net of
tax ...................................... 8,459 -- 8,459
---------
Comprehensive income ..................... 114,943
Common stock issued:
Stock option plans and stock awards ....... -- -- 7,904
Acquisitions .............................. -- -- 2,528
Repurchases of common stock ................ -- -- (13,021)
Cash dividends declared .................... -- -- (35,164)
Other ...................................... -- -- 2,367
--------- ------ ---------
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
========= ====== =========
See accompanying notes to supplemental consolidated financial statements.
II-73
CENTURA BANKS, INC. AND SUBSIDIARIES
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended
December 31,
---------------
1999
---------------
(thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................................... $ 130,337
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses ................................................................ 40,828
Depreciation on assets under operating lease ............................................. 13,320
Depreciation and amortization, excluding depreciation on assets under operating lease .... 46,302
Deferred income taxes .................................................................... 5,510
Loan fees deferred, net .................................................................. 2,798
Bond premium amortization and discount accretion, net .................................... 4,872
Losses (gains) on sales of investment securities ......................................... 600
Loss on sales of foreclosed real estate .................................................. 442
Gain on sales of equipment under lease ................................................... (2,821)
Gain on sale of subsidiary ............................................................... (4,893)
Gain on sale of mortgage servicing rights ................................................ (3,392)
Gain on sale of deposits ................................................................. --
Proceeds from sales of mortgage loans held for sale ...................................... 845,602
Originations, net of principal repayments, of mortgage loans held for sale ............... (774,640)
Increase in accrued interest receivable .................................................. (2,704)
Increase in accrued interest payable ..................................................... 9,009
Net change in trading securities ......................................................... --
Net change in other assets and other liabilities ......................................... (67,711)
-------------
Net cash provided by operating activities ................................................ 243,459
-------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans .................................................................... (409,196)
Purchases of:
Securities available for sale ........................................................... (1,032,587)
Securities held to maturity ............................................................. (26,777)
Premises and equipment .................................................................. (20,770)
Other ................................................................................... (20,000)
Proceeds from:
Sales of securities available for sale .................................................. 206,765
Maturities and issuer calls of securities available for sale ............................ 581,581
Maturities and issuer calls of securities held to maturity .............................. 69,425
Sales of foreclosed real estate ......................................................... 10,197
Dispositions of premises and equipment .................................................. 7,409
Dispositions of equipment utilized in leasing activities ................................ 7,369
Sale of mortgage servicing rights ....................................................... 8,295
Net cash received in mergers, acquisitions, and divestitures ............................. 3,105
-------------
Net cash used by investing activities .................................................... (615,184)
-------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits ................................................................. 155,680
Net increase in borrowed funds ........................................................... 136,618
Proceeds from issuance of long-term debt ................................................. 253,637
Repayment of long-term debt .............................................................. (83,441)
Cash dividends paid ...................................................................... (44,556)
Proceeds from issuance of common stock, net .............................................. 8,340
Repurchase of common stock ............................................................... (36,385)
Other .................................................................................... (161)
-------------
Net cash provided by financing activities ................................................ 389,732
-------------
Increase (decrease) in cash and cash equivalents ......................................... 18,007
Cash and cash equivalents, beginning of year ............................................. 406,374
-------------
Cash and cash equivalents, end of year ................................................... $ 424,381
=============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest ................................................................................ $ 381,422
Income taxes ............................................................................ 71,408
Noncash transactions:
Stock issued for acquisitions and other stock issuances, net ............................ 14,647
Unrealized securities (losses) gains, net ............................................... (81,062)
Dividends declared, but not yet paid .................................................... --
Loans transferred to foreclosed property ................................................ 9,029
Years ended December 31,
-------------------------------
1998 1997
--------------- ---------------
(thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income ............................................................................... $ 122,172 $ 106,687
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses ................................................................ 20,759 18,764
Depreciation on assets under operating lease ............................................. 13,030 7,247
Depreciation and amortization, excluding depreciation on assets under operating lease .... 45,022 44,575
Deferred income taxes .................................................................... 9,164 15,105
Loan fees deferred, net .................................................................. 815 (583)
Bond premium amortization and discount accretion, net .................................... 5,081 1,905
Losses (gains) on sales of investment securities ......................................... (2,357) (1,540)
Loss on sales of foreclosed real estate .................................................. 66 594
Gain on sales of equipment under lease ................................................... (5,550) (3,534)
Gain on sale of subsidiary ............................................................... -- --
Gain on sale of mortgage servicing rights ................................................ -- --
Gain on sale of deposits ................................................................. -- (2,000)
Proceeds from sales of mortgage loans held for sale ...................................... 985,494 532,310
Originations, net of principal repayments, of mortgage loans held for sale ............... (1,088,439) (546,164)
Increase in accrued interest receivable .................................................. (2,643) (4,684)
Increase in accrued interest payable ..................................................... 4,502 19
Net change in trading securities ......................................................... -- 42,548
Net change in other assets and other liabilities ......................................... (92,213) (43,530)
------------- -------------
Net cash provided by operating activities ................................................ 14,903 167,719
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES
Net increase in loans .................................................................... (702,836) (476,832)
Purchases of:
Securities available for sale ........................................................... (1,294,537) (2,024,950)
Securities held to maturity ............................................................. (22,128) (89,731)
Premises and equipment .................................................................. (19,948) (26,904)
Other ................................................................................... (20,089) (50,136)
Proceeds from:
Sales of securities available for sale .................................................. 301,749 915,876
Maturities and issuer calls of securities available for sale ............................ 679,843 687,969
Maturities and issuer calls of securities held to maturity .............................. 139,523 144,304
Sales of foreclosed real estate ......................................................... 8,532 6,704
Dispositions of premises and equipment .................................................. 3,669 2,124
Dispositions of equipment utilized in leasing activities ................................ 22,570 4,016
Sale of mortgage servicing rights ....................................................... -- --
Net cash received in mergers, acquisitions, and divestitures ............................. 32,610 251,928
------------- -------------
Net cash used by investing activities .................................................... (871,042) (655,632)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in deposits ................................................................. 225,739 235,543
Net increase in borrowed funds ........................................................... 421,190 267,644
Proceeds from issuance of long-term debt ................................................. 347,482 168,916
Repayment of long-term debt .............................................................. (109,892) (107,364)
Cash dividends paid ...................................................................... (39,644) (34,598)
Proceeds from issuance of common stock, net .............................................. 6,037 6,735
Repurchase of common stock ............................................................... (5,258) (13,021)
Other .................................................................................... (596) (2,096)
------------- -------------
Net cash provided by financing activities ................................................ 845,058 521,759
------------- -------------
Increase (decrease) in cash and cash equivalents ......................................... (11,081) 33,846
Cash and cash equivalents, beginning of year ............................................. 417,455 383,609
------------- -------------
Cash and cash equivalents, end of year ................................................... $ 406,374 $ 417,455
============= =============
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during the year for:
Interest ................................................................................ $ 377,823 $ 346,515
Income taxes ............................................................................ 35,274 39,288
Noncash transactions:
Stock issued for acquisitions and other stock issuances, net ............................ 14,281 3,982
Unrealized securities (losses) gains, net ............................................... (2,920) 13,940
Dividends declared, but not yet paid .................................................... -- 6,981
Loans transferred to foreclosed property ................................................ 8,627 8,885
See accompanying notes to supplemental consolidated financial statements.
II-74
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Consolidation
The accompanying supplemental consolidated financial statements include
the accounts of Centura Banks, Inc. ("Centura") and its wholly-owned
subsidiaries, Centura Capital Trust I ("CCTI"), Triangle Capital Trust ("TCT"),
and Centura Bank (the "Bank"). Centura also has a 49 percent ownership interest
in First Greensboro Home Equity, Inc. ("FGHE"), a home equity mortgage company.
The Bank also has various wholly-owned subsidiaries which in the aggregate
represent approximately thirteen percent of total assets. All significant
intercompany transactions are eliminated in consolidation.
On February 18, 2000, Triangle Bancorp, Inc. ("Triangle") merged with and
into Centura Banks, Inc. in a transaction accounted for as a
pooling-of-interests. Accordingly, the financial information included in the
accompanying supplemental consolidated financial statements and notes has been
restated to present the combined financial condition and results of operations
of both companies as if the merger had been in effect for all periods
presented. See Note 3 for further information regarding the merger. Although
these financial statements do not extend through the date of consummation, they
will become the historical consolidated financial statements of Centura after
financial statements covering the date of consummation of the business
combination are issued.
Basis of Financial Statement Presentation
The supplemental consolidated financial statements have been prepared in
conformity with generally accepted accounting principles. 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, and the valuation of mortgage servicing rights ("MSRs").
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. 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 supplemental consolidated
financial statements.
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.
II-75
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
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 loans in the accompanying
consolidated balance sheets 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 periodic 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, that 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, 1999 and 1998, the net book value
of other real estate properties was $6.4 million and $7.9 million,
respectively.
II-76
NOTES TO SUPPLEMENTAL 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.
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 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. At December 31, 1999 and 1998, goodwill, net of accumulated
amortization, was $135.8 million and $127.1 million, 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
being accreted into earnings on a straight-line basis over a period of ten
years, the period estimated to be benefited. At December 31, 1999 and 1998,
negative goodwill, net of accumulated accretion, was $3.5 million and $4.8
million, respectively.
Centura has included as other assets equipment under operating lease
contracts. For the years ended December 31, 1999, 1998, and 1997, $6.2 million,
$7.5 million, and $4.6 million, respectively, of net operating lease rental
income was recorded in other noninterest income.
Also included in other assets is Centura's investment in FGHE, which is
accounted for using the equity method of accounting. At December 31, 1999 and
1998, the investment in FGHE, net of accumulated amortization, was $29.7
million and $33.3 million, respectively. Retained earnings at December 31, 1999
includes undistributed losses from FGHE totaling $1.8 million. Undistributed
earnings of $1.9 million were recognized in 1998.
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.
II-77
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
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 638,376,
914,760, and 975,010 shares at December 31, 1999, 1998, and 1997 respectively.
Dilutive potential common shares are calculated using the treasury stock
method.
Stock-Based Employee Compensation
Most of Centura's stock-based employee 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 stock-based
employee compensation plans in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees" (APB 25). 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.
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.
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 those that are 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.
II-78
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES -- Continued
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
In June 1998, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities"
("SFAS 133"). The statement addresses accounting and reporting requirements for
derivative instruments and for hedging activities. SFAS 133 requires that all
derivatives be recognized as either assets or liabilities in the consolidated
balance sheet and that those instruments be measured at fair value. If certain
conditions are met, a derivative may be designated as a hedge of exposure to
changes in fair value of an asset or liability, exposure to variable cash flows
of a forecasted transaction or exposure of foreign currency denominated
forecasted transactions. The accounting for changes in the fair value of a
derivative depends on the intended use of the derivatives and its resulting
designation. In June 1999, the FASB issued SFAS No. 137 "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB 133." This Statement defers the effective date of SFAS 133 for one
year. SFAS 133, as amended, is now effective for all fiscal quarters of all
fiscal years beginning after June 15, 2000. Management is in the process of
evaluating the impact of adopting SFAS 133. Management anticipates adopting
this Statement on January 1, 2001.
The FASB also issues exposure drafts for proposed statements of financial
accounting standards. Such exposure drafts are subject to comment from the
public, to revisions by the FASB and to final issuance by the FASB as
statements of financial accounting standards. Management considers the effect
of the proposed statements on the supplemental consolidated financial
statements of Centura and monitors the status of changes to exposure drafts and
to proposed effective dates.
II-79
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 2 -- OTHER COMPREHENSIVE INCOME OR LOSS
The components of other comprehensive income or loss are summarized below
for the years ended December 31:
1999 1998
-------------------------------------- ------------------------------------
Tax Tax
Before-Tax (Expense) After-Tax Before-Tax (Expense) After-Tax
Amount Benefit Amount Amount Benefit Amount
------------ ----------- ------------- ------------ ----------- -----------
(thousands)
Unrealized gains on securities:
Unrealized (losses) gains arising
during period .............................. $(81,662) $30,054 $ (51,608) $ (563) $ 208 $ (355)
Less: Reclassification for realized
(losses) gains ............................. (600) 293 (307) 2,357 (834) 1,523
-------- ------- --------- -------- ------- --------
Unrealized (losses) gains, net of
reclassification ........................... (81,062) 29,761 (51,301) (2,920) 1,042 (1,878)
Minimum pension liability adjustment ......... 132 (52) 80 328 (130) 198
-------- ------- --------- -------- ------- --------
Other comprehensive (loss) income ............ $(80,930) $29,709 $ (51,221) $ (2,592) $ 912 $ (1,680)
======== ======= ========= ======== ======= ========
1997
-----------------------------------
Tax
Before-Tax (Expense) After-Tax
Amount Benefit Amount
------------ ----------- ----------
(thousands)
Unrealized gains on securities:
Unrealized (losses) gains arising
during period .............................. $15,480 $ (6,027) $9,453
Less: Reclassification for realized
(losses) gains ............................. 1,540 (546) 994
------- -------- ------
Unrealized (losses) gains, net of
reclassification ........................... 13,940 (5,481) 8,459
Minimum pension liability adjustment ......... (338) 135 (203)
------- -------- ------
Other comprehensive (loss) income ............ $13,602 $ (5,346) $8,256
======= ======== ======
NOTE 3 -- MERGERS, ACQUISITIONS AND DIVESTITURES
Centura consummated the following mergers and acquisitions during 1999,
1998, and 1997.
Acquisition
Date Assets Loans Deposits Shares Issued
------------ -------- ------- ---------- --------------
(millions, except shares)
ACQUISITIONS ACCOUNTED FOR AS PURCHASES:
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 --
Branch Banking and Trust Company and United Carolina Bank
("BB&T"), deposit assumption .................................... 8/15/97 $508 $232 $508 --
Betts & Company ("Betts"), insurance agency ....................... 11/03/97 1 -- -- 44,443
NationsBank, N.A. ("NationsBank"), deposit assumption ............. 11/13/97 86 52 86 --
First Union National Bank ("First Union"), deposit assumption ..... 12/05/97 16 -- 16 --
MERGERS ACCOUNTED FOR AS POOLINGS-OF-INTERESTS:
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
Bank of Mecklenburg ("Mecklenburg"), Charlotte, NC ................ 10/02/97 $270 $140 $195 1,474,921
Coastal Leasing Company ("Coastal"), Greenville, NC ............... 10/31/97 13 13 -- 219,375
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 supplemental
consolidated financial statements until the consummation date of the
transaction.
II-80
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS AND DIVESTITURES -- Continued
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 and each Triangle shareholder received 0.45 shares of
Centura common stock in exchange for each Triangle share. Triangle had assets
of approximately $2.4 billion and operated 71 locations throughout North
Carolina. In connection with this combination, Centura expects to incur
merger-related expenses ranging between $35 million and $45 million. In
addition anticipated losses of approximately $15 million are expected to be
incurred on sales of certain investment securities as a result of restructuring
Triangle's investment portfolio. Historical financial information presented in
these supplemental consolidated financial statements has been restated to
include the accounts and results of operations of Triangle.
The following table presents the results of operations of the previously
separate companies and does not reflect intercompany eliminations or
reclassifications of certain revenue and expense items which were made to
conform the reporting policies for the combined entity:
Centura
and Triangle
Centura Triangle 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 20,221 172,914
Noninterest expense .......................... 302,063 51,619 353,682
Net income ................................... 104,028 26,707 130,735
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 18,456 158,977
Noninterest expense .......................... 290,397 54,896 345,293
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
Year ended December 31, 1997
Net interest income, after provision ......... $ 273,224 $ 63,269 $ 336,493
Noninterest income ........................... 112,268 16,922 129,190
Noninterest expense .......................... 253,357 50,125 303,482
Net income ................................... 87,161 19,526 106,687
Net income per common share:
Basic ...................................... $ 3.17 $ 0.79 $ 2.76
Diluted .................................... 3.11 0.76 2.70
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. The acquisition was accounted for using
the purchase method of accounting, and approximately $14.8 million of goodwill
was recorded in other assets on the consolidated balance sheet.
On February 5, 1999, Centura completed the acquisition of Scotland, based
in Laurinburg, North Carolina. The acquisition was accounted for as a purchase.
Goodwill of approximately $6.6 million was recorded in other assets on the
consolidated balance sheet.
II-81
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS AND DIVESTITURES -- Continued
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. The combination was
accounted for as a pooling-of-interests, and accordingly, historical financial
information for all periods presented has been restated to include First
Coastal's historical financial information. This combination increased
Centura's presence in the Hampton Roads region of Virginia by 18 financial
stores. In connection with the merger, Centura recorded non-recurring pre-tax
charges of $8.4 million, which includes $6.9 million in merger-related expenses
and $1.5 million in provision for loan losses recorded to align the allowance
for loan loss factors between the two entities. Included in these
merger-related expenses were severance and termination-related accruals, costs
of the transaction, and the write-off of certain assets deemed to have no
ongoing benefit to Centura. The severance costs include payments to be made in
connection with the involuntary termination of employees who were specifically
identified and notified of their termination and severance benefits in
December, 1998. The following table summarizes these merger-related charges as
well as any remaining liability at December 31, 1999:
Utilized in Remaining Balance
Merger-Related Charges Pre-tax 1999 December 31, 1999
- ------------------------------------------ --------- ------------- ------------------
(in thousands)
Severance costs .......................... $ 770 $ 770 $ --
Write-off of unrealizable assets ......... 1,259 1,059 200
Contract terminations .................... 2,071 1,337 734
Professional costs ....................... 1,683 1,683 --
Other merger-related expenses ............ 1,075 1,068 7
------ ------ ----
Total merger-related expenses ............ $6,858 $5,917 $941
====== ====== ====
II-82
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 3 -- MERGERS, ACQUISITIONS AND DIVESTITURES -- Continued
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 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 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. Located in the Winston-Salem area of North Carolina, these
supermarket locations complement Centura's existing supermarket delivery
channel.
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 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.
On August 15, 1997, Centura consummated its assumption of deposit
liabilities and acquisition of certain loans from BB&T. Centura acquired 23
offices located in several communities in eastern and southeastern North
Carolina. The purchase price exceeded the fair value of net assets acquired
which resulted in $51.7 million recorded as goodwill, included in other assets
on the supplemental consolidated balance sheet.
On October 2, 1997, Centura completed the acquisition of Mecklenburg
through the issuance of 0.45 shares of Centura's common stock for each share of
the outstanding stock of Mecklenburg, resulting in the issuance of 1,474,921
shares. Mecklenburg, with two offices in Charlotte, expanded Centura's presence
to western North Carolina. The transaction was accounted for as a
pooling-of-interests.
On October 31, 1997, Centura acquired Coastal Leasing through the issuance
of 219,375 shares of Centura's common stock, in a transaction accounted for as
a pooling-of-interests. Coastal Leasing specializes in the leasing of office
equipment to small businesses.
On November 3, 1997, Centura consummated its acquisition of Betts, an
independent insurance agency based in Rocky Mount, North Carolina. The merger
was consummated through the issuance of 44,443 shares of Centura common stock.
The purchase price exceeded the fair value of the net assets acquired and
accordingly, goodwill of $2.6 million was recorded. The activities of Betts
continue through Centura Insurance Services, Inc., a wholly-owned subsidiary of
Centura Bank.
On November 13, 1997, Centura consummated its assumption of deposit
liabilities and acquisition of certain loans from NationsBank. Centura acquired
five banking centers, all located in North Carolina. Goodwill of $7.8 million
was recorded as an other asset on the supplemental consolidated balance sheet.
In addition, on December 5, 1997 Centura acquired $16.0 million in deposits
from First Union's Bakersfield, North Carolina office and accordingly, goodwill
of approximately $921,000 was recorded.
On September 30, 1999, Centura sold its technology leasing subsidiary,
CLG, Inc. The pretax net gain recorded on this sale was $4.9 million.
II-83
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 4 -- INVESTMENT SECURITIES
A summary of investment securities by type at December 31 follows:
1999
----------------------------------------------------
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
------------- ------------ ------------ ------------
(thousands)
Held to maturity:
U.S. Treasury .................... $ 24,900 $ 124 $ -- $ 25,024
U.S. government agencies
and corporations ................ 43,786 108 127 43,767
Mortgage-backed securities 16,827 -- 401 16,426
State and municipal .............. 26,686 317 46 26,957
Other securities ................. 2,375 6 34 2,347
---------- ------- ------- ----------
Total held to maturity ........... $ 114,574 $ 555 $ 608 $ 114,521
========== ======= ======= ==========
Available for sale:
U.S. Treasury .................... $ 125,514 $ 39 $ 420 $ 125,133
U.S. government agencies
and corporations ................ 294,072 4,072 5,864 292,280
Mortgage-backed securities 1,600,572 1,296 46,046 1,555,822
Asset-backed securities .......... 215,351 49 2,978 212,422
State and municipal .............. 87,924 36 5,598 82,362
Common stock ..................... 63,573 10,641 1,436 72,778
Other securities ................. 407,672 -- 20,955 386,717
---------- ------- ------- ----------
Total available for sale ......... $2,794,678 $16,133 $83,297 $2,727,514
========== ======= ======= ==========
1998 1997
---------------------------------------------------- ------------
Amortized Unrealized Unrealized Fair Amortized
Cost Gains Losses Value Cost
------------- ------------ ------------ ------------ ------------
(thousands)
Held to maturity:
U.S. Treasury .................... $ 36,849 $ 1,291 $ -- $ 38,140 $ 90,932
U.S. government agencies
and corporations ................ 83,144 1,325 3 84,466 140,444
Mortgage-backed securities 21,274 15 116 21,173 39,656
State and municipal .............. 42,158 1,778 9 43,927 51,462
Other securities ................. 1,480 36 -- 1,516 2,103
---------- ------- ------- ---------- ----------
Total held to maturity ........... $ 184,905 $ 4,445 $ 128 $ 189,222 $ 324,597
========== ======= ======= ========== ==========
Available for sale:
U.S. Treasury .................... $ 168,784 $ 4,984 $ -- $ 173,768 $ 300,776
U.S. government agencies
and corporations ................ 259,240 1,864 3,300 257,804 201,492
Mortgage-backed securities 1,492,355 15,903 11,806 1,496,452 1,315,389
Asset-backed securities .......... 178,258 2,965 223 181,000 93,875
State and municipal .............. 73,340 2,007 272 75,075 37,967
Common stock ..................... 54,359 -- 69 54,290 58,988
Other securities ................. 299,191 5,057 3,212 301,036 155,602
---------- ------- ------- ---------- ----------
Total available for sale ......... $2,525,527 $32,780 $18,882 $2,539,425 $2,164,089
========== ======= ======= ========== ==========
The following is a summary of investment securities by contractual
maturity at December 31, 1999:
Held to Maturity Available for Sale
----------------------------- ------------------------------
Amortized Cost Fair Value Amortized Cost Fair Value
---------------- ------------ ---------------- -------------
(thousands)
Due in one year or less .................... $ 32,391 $ 32,413 $ 91,353 $ 95,060
Due after one year through five years ...... 53,385 53,683 344,732 338,864
Due after five years through ten years ..... 8,689 8,727 77,791 72,497
Due after ten years ........................ 3,282 3,272 406,307 383,872
Mortgage-backed and asset-backed securities 16,827 16,426 1,815,923 1,768,244
Common stock ............................... -- -- 58,572 68,977
-------- -------- ---------- ----------
Total ...................................... $114,574 $114,521 $2,794,678 $2,727,514
======== ======== ========== ==========
At December 31, 1999 and 1998, investment securities with book values of
approximately $1.4 billion and $854.0 million, 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 1999, gross realized gains and losses of $3.6 million and $4.2
million, respectively, were generated from sales of securities. Gross gains of
$3.0 million and $6.2 million and gross losses of $638,000 and $4.7 million
were realized during 1998 and 1997, respectively.
II-84
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 5 -- LOANS
A summary of loans at December 31 follows:
1999 1998
------------- -------------
(thousands)
Commercial, financial, and agricultural .................. $1,759,546 $1,345,458
Consumer ................................................. 587,590 563,009
Real estate -- mortgage .................................. 3,855,288 3,824,429
Real estate -- construction and land development ......... 942,719 930,399
Leases ................................................... 292,672 462,154
Other .................................................... 90,955 91,358
---------- ----------
Total loans, net of unearned income ...................... $7,528,770 $7,216,807
========== ==========
Included in the above:
Nonaccrual loans ......................................... $ 29,415 $ 37,238
Accruing loans past due ninety days or more .............. 14,366 14,777
Loans classified as real estate -- mortgage include mortgage loans held
for sale of $86.5 million and $160.7 million for 1999 and 1998, respectively.
Most of Centura's loan business is with customers located in North Carolina,
South Carolina and the Hampton Roads region of Virginia.
Mortgage loans serviced for others are not included in the accompanying
consolidated balance sheets. The unpaid principal balance of these loans at
December 31, 1999, 1998 and 1997 amounted to $3.1 billion, $3.3 billion and
$3.5 billion, respectively.
For the years ended December 31, 1999, 1998 and 1997, the interest income
that would have been recorded on nonaccrual loans had they performed in
accordance with their original terms amounted to approximately $2.3 million,
$2.7 million and $2.1 million, respectively. Interest income on all such loans
included in the results of operations amounted to approximately $668,000,
$718,000, and $634,000 during 1999, 1998, and 1997, 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, 1999 and 1998, total loans outstanding to FGHE
were $34.0 million and $55.9 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:
1999 1998 1997
------------ ------------ ------------
(thousands)
AFLL at beginning of year ............................ $ 91,894 $ 86,373 $ 77,917
AFLL related to loans sold and subsidiary sale ....... (556) -- --
Allowance for acquired loans ......................... 605 2,068 4,338
Provision for loan losses ............................ 40,828 20,759 18,764
Charge-offs .......................................... (41,044) (21,263) (19,397)
Recoveries on loans previously charged-off ........... 3,553 3,957 4,751
--------- --------- ---------
Net Charge-offs ...................................... (37,491) (17,306) (14,646)
--------- --------- ---------
AFLL at end of year .................................. $ 95,280 $ 91,894 $ 86,373
========= ========= =========
II-85
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 6 -- ALLOWANCE FOR LOAN LOSSES -- Continued
The following tables summarize impaired loan information as of December
31:
1999 1998
---------- ----------
(thousands)
Impaired loans with related allowance ............ $11,802 $15,651
Impaired loans with no related allowance ......... 3,861 4,659
------- -------
Total impaired loans ............................. $15,663 $20,310
======= =======
Allowance on impaired loans ...................... $ 6,543 $ 6,487
1999 1998 1997
--------- --------- ---------
(thousands)
Cash basis interest income ............ $ 141 $ 150 $ 207
Average impaired loan balance ......... 24,160 19,745 14,686
NOTE 7 -- MORTGAGE SERVICING RIGHTS
A summary of capitalized MSRs follows:
1999 1998
---------- ----------
(thousands)
Balance at beginning of year ......... $ 36,334 $ 31,532
MSRs capitalized ..................... 13,203 13,440
MSRs amortized ....................... (9,285) (8,638)
Sale of MSRs ......................... (4,336) --
-------- --------
Balance at end of year ............... $ 35,916 $ 36,334
======== ========
The fair value of capitalized MSRs at December 31, 1999 and 1998 was
approximately $62.9 million and $44.5 million, respectively. No valuation
allowance for capitalized MSRs was required during the years ended December 31,
1999 and 1998.
NOTE 8 -- PREMISES AND EQUIPMENT
Premises and equipment at December 31 are summarized as follows:
1999 1998
---------- ----------
(thousands)
Land .................................................... $ 25,569 $ 26,317
Buildings ............................................... 103,011 103,377
Buildings and equipment under capital lease ............. 2,017 2,017
Leasehold improvements .................................. 21,904 21,344
Furniture, fixtures, and equipment ...................... 135,964 145,667
Construction in progress ................................ 3,310 1,418
-------- --------
Total ................................................... 291,775 300,140
Less: Accumulated depreciation and amortization ......... 132,475 135,310
-------- --------
Premises and equipment .................................. $159,300 $164,830
======== ========
Depreciation and amortization on premises and equipment, included in
operating expenses, amounted to $20.9 million, $21.9 million, and $20.8 million
in 1999, 1998, and 1997, 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,
II-86
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 8 -- PREMISES AND EQUIPMENT -- Continued
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, 1999, future minimum lease payments under noncancelable
operating leases are as follows (in thousands):
2000 ................................. $10,688
2001 ................................. 8,202
2002 ................................. 6,379
2003 ................................. 4,529
2004 ................................. 3,330
Thereafter ........................... 17,052
-------
Total minimum lease payments ......... $50,180
=======
Rent expense charged to operations was as follows:
1999 1998 1997
--------- --------- ---------
(thousands)
Bank premises ......... $ 9,412 $ 8,636 $ 7,168
Equipment ............. 2,679 3,446 3,266
------- ------- -------
Rent expense .......... $12,091 $12,082 $10,434
======= ======= =======
NOTE 9 -- DEPOSITS
At December 31, 1999, the scheduled maturities of time deposits are as
follows (in thousands):
2000 ........................ $3,060,810
2001 ........................ 309,863
2002 ........................ 273,434
2003 ........................ 35,917
2004 and thereafter ......... 145,559
----------
Total ....................... $3,825,583
==========
NOTE 10 -- BORROWED FUNDS
At December 31, borrowed funds consisted of the following:
1999 1998
------------- -------------
(thousands)
Federal funds purchased and securities sold under agreements to repurchase $1,149,038 $1,151,349
Master notes .............................................................. 315,829 291,126
Federal Home Loan Bank ("FHLB") Advances .................................. 100,000 6,800
U.S. Treasury demand note ................................................. 25,959 5,498
Other ..................................................................... 10,412 10,344
---------- ----------
Total borrowed funds ...................................................... $1,601,238 $1,465,117
========== ==========
At December 31, 1999, 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.
II-87
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 10 -- BORROWED FUNDS -- Continued
At December 31, 1999, $50.0 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 6.07 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:
1999 1998 1997
--------------- --------------- -------------
(dollars in thousands)
Federal funds purchased and securities sold under agreements to
repurchase:
Amount outstanding at December 31 ............................. $ 1,149,038 $ 1,151,349 $ 619,759
Average outstanding balance ................................... 1,028,347 815,676 618,582
Highest balance at any month-end .............................. 1,418,146 1,212,367 817,412
Interest expense .............................................. 51,781 43,891 34,473
Approximate weighted-average interest rate:
During the year ............................................... 5.04% 5.38% 5.57%
End of year ................................................... 5.09 5.14 5.39
Master notes:
Amount outstanding at December 31 ............................. $ 315,829 $ 291,126 $ 211,095
Average outstanding balance ................................... 306,107 242,562 176,099
Highest balance at any month-end .............................. 325,809 300,199 220,413
Interest expense .............................................. 12,752 11,195 8,441
Approximate weighted-average interest rate:
During the year ............................................... 4.17% 4.62% 4.79%
End of year ................................................... 4.57 4.03 4.82
NOTE 11 -- LONG-TERM DEBT
Long-term debt consisted of the following at December 31:
1999 1998
----------- -----------
(thousands)
Federal Home Loan Bank advances ................ $658,397 $601,053
Capital Securities ............................. 119,954 119,952
Bank notes ..................................... 125,000 --
Notes payable secured by lease rentals ......... -- 35,441
Obligations under capitalized leases ........... 908 1,102
Other .......................................... 95 188
-------- --------
Total long-term debt ........................... $904,354 $757,736
======== ========
At December 31, 1999, Centura's maximum borrowing capacity with the FHLB
was $893.2 million, of which $758.4 million was advanced at year-end 1999. Of
the amount advanced at year-end, $658.4 million and $100.0 million are
classified as long-term debt and short-term borrowings, respectively. 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. At December 31, 1998, FHLB
advances had maturities of up to 13 years with interest rates ranging between
1.0 percent and 6.7 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, 1999 and 1998, Centura owned 387,241 shares and 309,387 shares,
respectively, of $100 par value FHLB stock. This stock is pledged as collateral
against any advances extended to Centura by the FHLB.
II-88
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 11 -- LONG-TERM DEBT -- Continued
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, 1999, there were $125.0 million of 6.5
percent 10 year subordinated bank notes outstanding. There were no bank notes
outstanding at year-end 1998.
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 I capital for
regulatory capital adequacy requirements.
Equipment under leases is partially funded through the use of fixed rate
debt secured by future lease rentals to be received under certain lease
contracts and first liens on the related equipment. Generally, the terms of
these obligations are equal to the terms of the underlying contracts. At
December 31, 1999, Centura had no outstanding debt secured by future lease
rentals. At December 31, 1998, the weighted-average interest rate and maturity
for the notes payable secured by lease rentals were 8.33 percent and 2.3 years,
respectively.
At December 31, 1999, maturities of long-term debt are as follows (in
thousands):
2000 ............... $185,613
2001 ............... 214,195
2002 ............... 244,664
2003 ............... 10,093
2004 ............... 107
Thereafter ......... 249,682
--------
Total .............. $904,354
========
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:
II-89
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 12 -- BENEFIT PLANS -- Continued
Pension Plan Postretirement SERP
Benefits Benefits Benefits
----------------------- ------------------------- ---------------------------
1999 1998 1999 1998 1999 1998
----------- ----------- ------------ ------------ ------------- -------------
(thousands)
Reconciliation of Benefit Obligation
Net benefit obligation, January 1 .................. $ 43,329 $ 37,953 $ 5,507 $ 4,994 $ 12,801 $ 10,651
Service cost ....................................... 2,884 2,717 282 214 906 975
Interest cost ...................................... 3,061 2,723 420 354 909 829
Participant contributions .......................... -- -- 197 137 -- --
Plan amendments .................................... -- -- -- -- (491) (1,007)
Actuarial (gain)/loss .............................. (3,230) 1,904 420 250 (198) 2,017
Benefits paid ...................................... (4,474) (1,968) (535) (442) (720) (664)
-------- -------- -------- -------- --------- ---------
Net benefit obligation, December 31 ................ $ 41,570 $ 43,329 $ 6,291 $ 5,507 $ 13,207 $ 12,801
======== ======== ======== ======== ========= =========
Reconciliation of Fair Value of Plan Assets*
Fair value, January 1 .............................. $ 34,597 $ 30,006 $ -- $ -- $ -- $ --
Actual return on plan assets ....................... 4,061 2,398 -- -- -- --
Employer contributions ............................. 2,345 4,161 338 305 720 664
Participant contributions .......................... -- -- 197 137 -- --
Benefits paid ...................................... (4,474) (1,968) (535) (442) (720) (664)
-------- -------- -------- -------- --------- ---------
Fair value, December 31 ............................ $ 36,529 $ 34,597 $ -- $ -- $ -- $ --
======== ======== ======== ======== ========= =========
Funded Status
Funded status, December 31 ......................... $ (5,041) $ (8,732) $ (6,291) $ (5,507) $ (13,207) $ (12,801)
Unrecognized net transition (asset)/obligation ..... (104) (211) 2,885 3,107 -- --
Unrecognized prior service cost .................... 2,406 2,645 159 175 348 935
Unrecognized actuarial loss/(gain) ................. 3,809 8,091 298 (122) 2,470 2,648
-------- -------- -------- -------- --------- ---------
Net amount recognized .............................. $ 1,070 $ 1,793 $ (2,949) $ (2,347) $ (10,389) $ (9,218)
======== ======== ======== ======== ========= =========
- ---------
* 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 supplemental
consolidated financial statements for the years ended December 31:
Pension Plan Postretirement SERP
Benefits Benefits Benefits
------------------- ------------------------- ---------------------------
1999 1998 1999 1998 1999 1998
-------- ---------- ------------ ------------ ------------- -------------
(thousands)
Accrued benefit liability ......... $ -- $ (694) $ (2,949) $ (2,347) $ (10,774) $ (10,132)
Prepaid benefit cost .............. 1,070 -- -- -- -- --
Intangible asset .................. -- 2,487 -- -- 383 832
Accumulated OCI ................... -- -- -- -- 2 82
------ ------ -------- -------- --------- ---------
Net amount recognized ............. $1,070 $1,793 $ (2,949) $ (2,347) $ (10,389) $ (9,218)
====== ====== ======== ======== ========= =========
II-90
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 12 -- BENEFIT PLANS -- Continued
The components of net periodic pension cost for the years ended December
31 are as follows:
Pension Plan Postretirement SERP
Benefits Benefits Benefits
----------------------------------- ------------------------ ------------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
----------- ----------- ----------- ------ ------ ---------- ---------- --------- ---------
(thousands)
Service cost .................. $ 2,884 $ 2,717 $ 2,401 $282 $214 $189 $ 906 $ 975 $ 722
Interest cost ................. 3,061 2,723 2,552 420 354 337 909 829 720
Expected return on assets ..... (3,166) (2,714) (2,430) -- -- -- -- -- --
Amortization of:
Transition asset ............. (107) (106) (106) 222 222 222 -- -- --
Prior service cost ........... 239 238 181 15 16 16 95 236 571
Actuarial loss/(gain) ........ 158 111 142 -- -- (6) (19) 238 374
-------- -------- -------- ---- ---- ------ ------ ------ ------
Net periodic benefit cost ..... $ 3,069 $ 2,969 $ 2,740 $939 $806 $758 $1,891 $2,278 $2,387
======== ======== ======== ==== ==== ===== ====== ====== ======
In accounting for the above plans, the following assumptions were used:
Pension Plan Postretirement
Benefits Benefits
-------------------------------- --------------------------------
1999 1998 1997 1999 1998 1997
---------- ---------- ---------- ---------- ---------- ----------
Weighted-average discount rate .......... 7.50% 7.00% 7.25% 7.50% 7.00% 7.25%
Expected return on plan assets .......... 8.50 8.50 8.50 -- -- --
Rate of compensation increase ........... 5.50 5.50 5.50 -- -- --
Assumed health care cost trend rate ..... -- -- -- 5.50 5.50 5.50
SERP
Benefits
--------------------------------
1999 1998 1997
---------- ---------- ----------
Weighted-average discount rate .......... 7.50% 7.00% 7.25%
Expected return on plan assets .......... -- -- --
Rate of compensation increase ........... 5.50 5.50 5.50
Assumed health care cost trend rate ..... -- -- --
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 $ 376 $ 341
Accumulated postretirement benefit obligation ................................... 5,376 4,868
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:
1999 1998 1997
--------- --------- ---------
(thousands)
401(k) plans ............................. $ 2,958 $ 3,002 $ 2,786
Sales commissions ........................ 14,348 15,059 10,209
EVA-based incentive compensation ......... -- 4,756 6,840
------- ------- -------
Total .................................... $17,306 $22,817 $19,835
======= ======= =======
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") 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. The program
also incorporates the use of bonus banking of a defined percentage of
incentives earned that are then placed at risk dependent upon future
performance plus the granting of leveraged stock options to specific members of
management. Other miscellaneous bonus and incentive awards are made primarily
under individual contracts.
II-91
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 13 -- STOCK OPTIONS, STOCK AWARDS, AND SHAREHOLDERS' EQUITY
At December 31, 1999, 1998, and 1997 Centura had approximately 1.2
million, 1.8 million, and 2.3 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 the grantee ceases to be a
director of Centura.
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 from the assumed plans.
A summary of stock option transactions under these plans follows:
1999 1998 1997
---------------------- ---------------------- -----------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
----------- ---------- ----------- ---------- ----------- -----------
Outstanding at January 1 ......... 2,337,843 $ 31.74 2,106,185 $ 19.33 2,329,802 $ 15.95
Granted .......................... 833,116 60.96 686,539 60.49 326,711 35.02
Exercised ........................ 459,366 15.40 398,667 14.07 509,822 13.27
Forfeited ........................ 109,403 53.67 56,214 43.09 40,506 16.05
--------- --------- ---------
Outstanding at December 31 ....... 2,602,190 43.06 2,337,843 31.74 2,106,185 19.33
========= ========= =========
Exercisable at December 31 ....... 1,315,680 $ 25.99 1,448,542 $ 20.41 1,251,547 $ 19.06
The following table summarizes information related to stock options
outstanding and exercisable on December 31, 1999:
Options Outstanding Options Exercisable
--------------------------------------------- ---------------------------
Weighted Weighted Weighted
Number of Average Average Number of Average
Range of Option Shares Remaining Exercise Option Shares Exercise
Exercise Prices Outstanding Contractual Life Price Exercisable Price
- -------------------------- --------------- ------------------ ---------- --------------- -----------
Less than $21.50 ......... 711,472 4.13 years $ 12.91 693,943 $ 12.89
$21.50 to 37.00 .......... 585,624 5.25 31.78 364,745 31.16
$37.00 to $69.89 ......... 477,024 7.39 52.46 175,515 46.47
$69.94 to $71.13 ......... 314,707 8.13 70.07 59,779 70.00
$71.44 ................... 108,449 8.05 71.44 21,698 71.44
$72.69 ................... 404,914 9.05 72.69 -- --
------- -------
2,602,190 6.40 43.06 1,315,680 25.99
========= =========
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.
II-92
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 13 -- STOCK OPTIONS, STOCK AWARDS, AND SHAREHOLDERS' EQUITY -- Continued
Under APB 25, Centura expensed approximately $3.1 million in 1999, $2.2
million in 1998, and $1.6 million in 1997 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:
1999 1998 1997
--------------------------- --------------------------- --------------------------
Pro Forma As Reported Pro Forma As Reported Pro Forma As Reported
------------- ------------- ------------- ------------- ------------- ------------
(thousands, except per share data)
Net income .......... $ 129,184 $ 130,337 $ 121,349 $ 122,172 $ 105,351 $ 106,687
Basic EPS ........... 3.25 3.28 3.08 3.10 2.73 2.76
Diluted EPS ......... 3.20 3.23 3.01 3.03 2.66 2.70
The weighted-average fair values of options granted during 1999, 1998, and
1997 were $17.67, $20.60, and $12.90 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
-------------------- -------------- ----------
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
1997
Risk free interest rates .......... 6.14% 6.02% 6.02%
Dividend yield .................... 1.70 1.70 1.70
Volatility ........................ 24.16 24.16 24.16
Expected lives (in years) ......... 3.30 6.01 2.20
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 $1.13, $1.00, and $0.89 on a per share basis
during 1999, 1998, and 1997, respectively.
II-93
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 14 -- OTHER OPERATING EXPENSE
Other operating expense consisted of the following for the years ended
December 31:
1999 1998 1997
----------- ---------- ----------
(thousands)
Marketing, advertising, and public relations ... $ 7,827 $ 10,461 $ 11,425
Stationery, printing, and supplies ............. 7,890 9,008 8,060
Postage ........................................ 4,503 4,502 4,221
Telephone ...................................... 11,950 11,136 9,201
FDIC insurance ................................. 1,586 1,920 1,940
Fees for outsourced services ................... 16,963 15,259 10,083
Service and licensing fees ..................... 5,300 6,676 5,453
Legal and professional fees .................... 14,225 13,886 17,697
Other administrative ........................... 11,550 11,811 10,434
Intangible amortization ........................ 13,614 12,123 8,700
Other .......................................... 27,081 26,381 21,480
-------- -------- --------
Total other operating expense .................. $122,489 $123,163 $108,694
======== ======== ========
NOTE 15 -- INCOME TAXES
The components of income tax expense for the years ended December 31 were:
1999 1998 1997
---------- ---------- ----------
(thousands)
Current expense:
Federal ......................... $55,805 $50,472 $38,264
State ........................... 4,819 3,838 2,146
------- ------- -------
60,624 54,310 40,410
Deferred expense:
Federal ......................... 4,486 8,016 13,315
State ........................... 1,024 1,148 1,790
------- ------- -------
5,510 9,164 15,105
------- ------- -------
Total income tax expense ......... $66,134 $63,474 $55,515
======= ======= =======
Income tax expense is reconciled to the amount computed by applying the
federal statutory rate to income before income taxes as follows:
1999 1998 1997
----------- ----------- -----------
Federal statutory rate ........................... 35.00% 35.00% 35.00%
Non-taxable income ............................... (2.41) (2.71) (3.07)
Mergers & acquisitions amortization, net ......... 0.62 0.46 0.44
Acquisition adjustments .......................... 0.50 0.33 0.14
State income tax, net of federal benefit ......... 2.12 1.73 1.70
Other, net ....................................... (2.17) (0.62) 0.02
----- ----- -----
Effective tax rate ............................... 33.66% 34.19% 34.23%
===== ===== =====
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.
II-94
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 15 -- INCOME TAXES -- Continued
The tax effects of temporary differences which give rise to significant
portions of the net deferred tax assets and liabilities at December 31 are
summarized as follows:
1999 1998
---------- -------------
(thousands)
Deferred tax assets:
Loan loss reserve ............................... $35,665 $ 33,218
Other reserves .................................. 3,991 2,624
Deferred compensation ........................... 14,250 14,399
Unrealized investment securities losses ......... 24,370 --
Other assets .................................... 11,305 7,380
------- ---------
Gross deferred tax assets ....................... 89,581 57,621
Deferred tax liabilities:
Premises and equipment .......................... 2,527 2,192
Employee retirement plans ....................... 2,106 1,939
Investment securities ........................... 2,952 1,146
Leasing activities .............................. 55,227 43,890
Other liabilities ............................... 24,541 27,347
Unrealized investment securities gains .......... -- 5,391
------- ---------
Gross deferred tax liabilities .................. 87,353 81,905
------- ---------
Net deferred tax asset (liability) .............. $ 2,228 $ (24,284)
======= =========
No valuation allowance for deferred tax assets was required at December
31, 1999 or 1998. Management has determined that it is more likely than not
that the deferred tax assets can be supported by carrybacks to federal taxable
income in the federal carryback period or offset against deferred tax
liabilities. During 1999, the net deferred tax liability decreased
approximately $29.8 million due to fair value adjustments required under SFAS
115 for investment securities available for sale and decreased due to other
adjustments totaling approximately $2.3 million.
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, 1999 and 1998, Centura had commitments to extend credit of
$2.7 billion and $2.6 billion, respectively, and standby letters of credit of
$192.4 million and $145.8 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.
II-95
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
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 $32.6 million and $160.5 million
outstanding at December 31, 1999 and 1998, 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, 1999 and 1998, which are included in
total loans on the consolidated balance sheet, were $86.5 million and $161.0
million reduced by valuation allowances of $174,000 and $201,000, 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 $57.7 million and $121.2 million at December 31, 1999 and
1998, 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.
Centura's interest rate swap agreements are summarized below:
1999 1998
--------------------------- -----------------------
Estimated Estimated
Notional Fair Value Notional Fair Value
Amount Gain/(Loss) Amount Gain/(Loss)
------------- ------------- ---------- ------------
Corporation pays fixed/receives variable ... $ 482,219 $ 10,209 $399,812 $ (7,173)
Corporation pays variable/receives fixed ... 556,000 (12,788) 276,000 7,648
Corporation pays variable/receives variable 50,000 (8) 150,000 (203)
---------- ----------- -------- --------
Total interest rate swaps .................. $1,088,219 $ (2,587) $825,812 $ 272
========== ========== ======== ========
At December 31, 1999 and 1998, 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.
II-96
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
Interest rate cap and floor agreements are summarized as follows:
Estimated
Notional Carrying Fair Value
Amount Value Gain/(Loss)
---------- ---------- ------------
(thousands)
December 31, 1999
Interest rate caps ........... $147,000 $374 $ (3,136)
Interest rate floors ......... 370,000 649 520
December 31, 1998
Interest rate caps ........... $147,000 $472 $ (892)
Interest rate floors ......... 320,000 650 4,318
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, 1999, 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. They allege that Centura Bank breached its duties and
committed other violations of law as depository of substantial sums of money
allegedly converted by the personal and financial advisors of the owners of
such money and in connection with the creation of charitable trusts established
with a portion of the funds. No claim for a specific amount of monetary damages
was made in the cases until 1999. Plaintiffs seek compensatory and treble
damages in amounts that are material to Centura and its subsidiaries taken as a
whole. Centura and Centura Bank believe that Centura Bank has meritorious
defenses to all claims asserted in these cases and Centura Bank is defending
the cases vigorously. 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"),
which has been consolidated for discovery with the Staton Cases, 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. Plaintiffs seek specific performance or recovery of money
damages in an amount that is material to Centura and its subsidiaries taken as
a whole. Centura and Centura Bank believe Centura Bank has meritorious defenses
to all claims asserted in this case and Centura Bank is defending the case
vigorously. In 1999, Ingeborg Staton, Mercedes Staton and trusts created by
Ingeborg Staton and Mercedes Staton 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. By consent of the parties, the 1999 Case has been consolidated
with the Staton Cases and the PIPM Case. Centura and Centura Bank believe that
Centura Bank has meritorious defenses to all claims asserted in this case and
Centura Bank intends to defend it vigorously. Management does not believe that
Centura or Centura Bank has liability with respect to these cases and
accordingly, is unable to estimate a range of loss.
II-97
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 16 -- COMMITMENTS, OFF-BALANCE SHEET RISK AND CONTINGENCIES -- Continued
Various legal proceedings against Centura and the Bank 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 the Bank.
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 at December 31:
1999 1998
------------------------- --------------------------
Carrying Estimated Carrying Estimated
Value Fair Value Value Fair Value
------------ ------------ ------------ -------------
(thousands)
FINANCIAL ASSETS:
Cash and due from banks, including interest-bearing $ 395,695 $ 395,695 $ 388,728 $ 388,728
Federal funds sold ................................. 28,686 28,686 17,646 17,646
Investment securities .............................. 2,842,088 2,842,035 2,724,330 2,728,647
Accrued interest receivable ........................ 71,822 71,822 69,117 69,117
Loans, net ......................................... 7,433,490 7,514,840 7,124,913 7,357,511
FINANCIAL LIABILITIES:
Deposits ........................................... $7,897,052 7,900,761 $7,701,790 $7,623,380
Accrued interest payable ........................... 40,131 40,131 31,122 31,122
Borrowed funds ..................................... 1,601,238 1,601,238 1,465,117 1,465,515
Long-term debt ..................................... 904,354 900,884 757,736 774,967
See Note 16 for information regarding the fair value of Centura's
off-balance sheet financial instruments at December 31, 1999 and 1998 and Note
7 for information regarding the fair value of Centura's capitalized mortgage
servicing rights.
NOTE 18 -- SEGMENT INFORMATION
The Bank has two reportable segments: retail banking and treasury. These
reportable 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
II-98
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 18 -- SEGMENT INFORMATION -- Continued
a wide array of products to individuals, small businesses, and commercial
customers. These products are primarily offered through Centura's 228 financial
stores and are also offered through the Centura Highway, a centralized
telephone operation that handles a broad range of financial services.
Treasury is responsible for Centura's asset/liability management including
managing Centura's investment portfolio.
"Other" includes the asset management division, leasing activities,
Centura Securities, Inc., Centura Insurance Services, Inc., and FGHE, none of
which individually exceed 10 percent of revenues, net income or total assets.
Centura's asset management division provides trust and fiduciary services as
well as retirement plan design and administration. Leasing activities include
Centura's technology leasing subsidiary CLG, Inc. ("CLG") as well as the
Centura Bank Leasing Division, both of which offer a broad range of lease
products including automobile, equipment, and recreational vehicle leases. CLG
was sold on September 30, 1999. 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.
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 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.
1999
-----------------------------------------
Retail Treasury Other
------------- -------------- ------------
(in thousands)
Interest income ....................... $ 545,815 $ 204,414 $ 40,497
Interest expense ...................... 277,450 101,837 3,470
Funds transfer pricing allocation ..... 71,997 (64,138) (22,664)
---------- ---------- ---------
Net interest income ................... 340,362 38,439 14,363
Provision for loan losses ............. 35,492 -- 3,668
---------- ---------- ---------
Net interest income after provision
for loan losses ...................... 304,870 38,439 10,695
Noninterest income .................... 120,609 1,671 49,325
Noninterest expense ................... 265,970 20,479 34,975
---------- ---------- ---------
Income before income taxes ............ 159,509 19,631 25,045
Income tax expense .................... 44,256 3,576 4,712
---------- ---------- ---------
Net income ............................ $ 115,253 $ 16,055 $ 20,333
========== ========== =========
Period-end assets ..................... $6,677,039 $3,349,402 $ 397,548
1999
------------------------------------------------
Total Adjustments Consolidated
--------------- ------------------ -------------
(in thousands)
Interest income ....................... $ 790,726 $ 18,430(A) $ 809,156
Interest expense ...................... 382,757 7,674 (A) 390,431
Funds transfer pricing allocation ..... (14,805) 14,805 (B) --
----------- --------- -----------
Net interest income ................... 393,164 25,561 418,725
Provision for loan losses ............. 39,160 1,668 (C) 40,828
----------- --------- -----------
Net interest income after provision
for loan losses ...................... 354,004 23,893 377,897
Noninterest income .................... 171,605 (708)(A) 170,897
Noninterest expense ................... 321,424 30,899 (A) 352,323
----------- --------- -----------
Income before income taxes ............ 204,185 (7,714) 196,471
Income tax expense .................... 52,544 13,590 (C) 66,134
----------- --------- -----------
Net income ............................ $ 151,641 $ (21,304) $ 130,337
=========== ========= ===========
Period-end assets ..................... $10,423,989 $ 962,693(D) $11,386,682
II-99
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 18 -- SEGMENT INFORMATION -- Continued
1998
-----------------------------------------
Retail Treasury Other
------------- -------------- ------------
(in thousands)
Interest income ........................... $ 528,592 $ 193,064 $ 43,173
Interest expense .......................... 285,423 88,507 5,840
Funds transfer pricing allocation ......... 69,178 (77,967) (25,466)
---------- ---------- ---------
Net interest income ....................... 312,347 26,590 11,867
Provision for loan losses ................. 16,191 83 3,398
---------- ---------- ---------
Net interest income after provision for
loan losses .............................. 296,156 26,507 8,469
Noninterest income ........................ 124,006 4,784 46,323
Noninterest expense ....................... 271,825 21,421 36,732
---------- ---------- ---------
Income before income taxes................. 148,337 9,870 18,060
Income tax expense/(benefit) .............. 51,605 (3,134) 6,038
---------- ---------- ---------
Net income ................................ $ 96,732 $ 13,004 $ 12,022
========== ========== =========
Period-end assets ......................... $5,849,456 $3,470,526 $ 652,708
1998
----------------------------------------------
Total Adjustments Consolidated
------------- ------------------ -------------
(in thousands)
Interest income ........................... $ 764,829 $ 10,217(A) $ 775,046
Interest expense .......................... 379,770 2,555 (A) 382,325
Funds transfer pricing allocation ......... (34,255) 34,255 (B) --
---------- ---------- -----------
Net interest income ....................... 350,804 41,917 392,721
Provision for loan losses ................. 19,672 1,087 (C) 20,759
---------- ---------- -----------
Net interest income after provision for
loan losses .............................. 331,132 40,830 371,962
Noninterest income ........................ 175,113 (17,517)(A) 157,596
Noninterest expense ....................... 329,978 13,934 (A) 343,912
---------- ---------- -----------
Income before income taxes................. 176,267 9,379 185,646
Income tax expense/(benefit) .............. 54,509 8,965 (C) 63,474
---------- ---------- -----------
Net income ................................ $ 121,758 $ 414 $ 122,172
========== ========== ===========
Period-end assets ......................... $9,972,690 $ 945,954(D) $10,918,644
1997
-----------------------------------------
Retail Treasury Other
------------- -------------- ------------
(in thousands)
Interest income ........................... $ 470,200 $ 178,184 $ 50,137
Interest expense .......................... 267,899 73,728 7,267
Funds transfer pricing allocation ......... 97,935 (77,327) (26,845)
---------- ---------- ---------
Net interest income ....................... 300,236 27,129 16,025
Provision for loan losses ................. 14,063 91 2,149
---------- ---------- ---------
Net interest income after provision for
loan losses .............................. 286,173 27,038 13,876
Noninterest income ........................ 94,502 3,527 41,124
Noninterest expense ....................... 248,403 21,506 38,515
---------- ---------- ---------
Income before income taxes................. 132,272 9,059 16,485
Income tax expense ........................ 35,738 5,998 4,526
---------- ---------- ---------
Net income ................................ $ 96,534 $ 3,061 $ 11,959
========== ========== =========
Period-end assets ......................... $5,483,142 $2,896,449 $ 597,163
1997
----------------------------------------------
Total Adjustments Consolidated
-------------- ----------------- -------------
(in thousands)
Interest income ........................... $ 698,521 $ 3,270(A) $ 701,791
Interest expense .......................... 348,894 (2,360)(A) 346,534
Funds transfer pricing allocation ......... (6,237) 6,237 (B) --
---------- ---------- ----------
Net interest income ....................... 343,390 11,867 355,257
Provision for loan losses ................. 16,303 2,461 (C) 18,764
---------- ---------- ----------
Net interest income after provision for
loan losses .............................. 327,087 9,406 336,493
Noninterest income ........................ 139,153 (10,998)(A) 128,155
Noninterest expense ....................... 308,424 (5,978)(A) 302,446
---------- ---------- ----------
Income before income taxes................. 157,816 4,386 162,202
Income tax expense ........................ 46,262 9,253 (C) 55,515
---------- ---------- ----------
Net income ................................ $ 111,554 $ (4,867) $ 106,687
========== ========== ==========
Period-end assets ......................... $8,976,754 $ 780,501(D) $9,757,255
- ---------
(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.
II-100
NOTES TO SUPPLEMENTAL 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,
---------------------------
1999 1998
------------- -------------
(thousands)
Assets
Cash and deposits in banks ........................................................... $ 252,930 $ 196,061
Investment securities available for sale (cost of $31,233 and $44,716, respectively).. 40,131 44,964
Loans to affiliate ................................................................... 51,847 76,308
Investment in wholly-owned subsidiary, bank .......................................... 927,800 904,232
Investment in wholly-owned subsidiary, other ......................................... 7,644 6,917
Other assets ......................................................................... 38,639 44,359
---------- ----------
Total assets ......................................................................... $1,318,991 $1,272,841
========== ==========
Liabilities and Shareholders' Equity
Junior subordinated debentures with affiliate ........................................ $ 123,665 $ 123,663
Other liabilities .................................................................... 335,591 309,946
Shareholders' equity ................................................................. 859,735 839,232
---------- ----------
Total liabilities and shareholders' equity ........................................... $1,318,991 $1,272,841
========== ==========
INCOME STATEMENTS
Years Ended December 31,
------------------------------------
1999 1998 1997
------------ ------------ ----------
(thousands)
Income
Dividends from subsidiaries ...................................................... $ 91,541 $ 39,984 $ 55,350
Other ............................................................................ 29,688 36,897 34,430
-------- -------- --------
Total income ..................................................................... 121,229 76,881 89,780
Expense
Interest ......................................................................... 23,699 22,307 17,236
Other ............................................................................ 12,452 13,695 13,971
-------- -------- --------
Total expenses ................................................................... 36,151 36,002 31,207
-------- -------- --------
Income before income taxes and equity in undistributed net income of subsidiaries 85,078 40,879 58,573
Income tax (benefit) expense ..................................................... (2,753) (537) 589
-------- -------- --------
Income before equity in undistributed net income of subsidiaries ................. 87,831 41,416 57,984
Equity in undistributed net income of wholly-owned subsidiaries .................. 42,506 80,756 48,703
-------- -------- --------
Net income ....................................................................... $130,337 $122,172 $106,687
======== ======== ========
II-101
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 19 -- PARENT COMPANY FINANCIAL DATA -- Continued
STATEMENTS OF CASH FLOWS
Years Ended December 31,
---------------------------------------
1999 1998 1997
------------ ------------ -------------
(thousands)
Cash flows from operating activities
Net income .......................................................................... $ 130,337 $ 122,172 $ 106,687
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization ...................................................... 1,630 1,634 1,743
Losses (gains) on sales of investment securities ................................... 1,725 (78) (232)
Increase in equity in undistributed net income of subsidiary ....................... (42,506) (80,756) (48,703)
Net change in other assets and other liabilities ................................... (371) (3,671) (6,018)
--------- --------- ----------
Net cash provided by operating activities ........................................... 90,815 39,301 53,477
--------- --------- ----------
Cash flows from investing activities
Net increase in investment in non-bank subsidiary .................................. -- (242) (15,540)
Net decrease (increase) in loan with affiliate ..................................... 24,461 (55,935) (14,651)
Purchases of securities available for sale ......................................... -- (13,750) (107,381)
Sales, maturities and issuer calls of securities available for sale ................ 15,775 8,261 1,083
Net cash paid in mergers, acquisitions and divestitures ............................ (25,716) -- --
Investment in FGHE ................................................................. (490) -- --
Purchase of common securities ...................................................... -- -- (617)
--------- --------- ----------
Net cash provided (used) by investing activities .................................... 14,030 (61,666) (137,106)
--------- --------- ----------
Cash flows from financing activities
Net increase in borrowings ......................................................... 24,625 49,886 172,964
Issuance of common stock, net ...................................................... 8,340 6,018 6,735
Repurchase of common stock ......................................................... (36,385) (5,258) (13,021)
Cash dividends paid ................................................................ (44,556) (39,644) (34,598)
--------- --------- ----------
Net cash (used) provided by financing activities .................................... (47,976) 11,002 132,080
--------- --------- ----------
Increase (decrease) in cash ......................................................... 56,869 (11,363) 48,451
Cash, beginning of year ............................................................. 196,061 207,424 158,973
--------- --------- ----------
Cash, end of year ................................................................... $ 252,930 $ 196,061 $ 207,424
========= ========= ==========
Supplemental Disclosures of Cash Flow Information
Stock issued for acquisitions and other stock issuances, net ....................... $ 14,647 $ 14,281 $ 3,982
Unrealized securities (losses) gains, net of parent and subsidiary ................. (81,062) (2,920) 13,940
Available for sale securities contributed to subsidiary as capital ................. -- 52,494 14,763
Dividends declared, but not yet paid ............................................... -- -- 6,981
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, 1999, Centura was required to
maintain a minimum balance with the FRB in the amount of $115.1 million.
Subject to the regulatory restrictions, the Bank had $163.3 million available
from its retained earnings at December 31, 1999 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, 1999.
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 supplemental consolidated financial statements.
II-102
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS -- Continued
NOTE 20 -- REGULATORY MATTERS -- Continued
Regulatory capital amounts and ratios are set forth in the table below.
Tier I 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 I capital also consists of
Capital Securities as described in Note 11. The remainder of total capital is
Tier II 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.
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, 1999, 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 I risk-based, and Tier I leverage ratios as set forth in the table below
which presents the capital ratios for Centura and Triangle and their bank
subsidiaries on a historical basis:
To Be Well
Capital Amount Ratio Capitalized Under
---------------------- ---------------------- For Capital Prompt Corrective
1999 1998 1999 1998 Adequacy Purpose Action Provisions
----------- ----------- ---------- ---------- ----------------- ------------------
(thousands)
Total Capital (to Risk-Weighted Assets)
Centura ................................... $874,136 $696,160 12.8% 10.8% (> or =) 8.00% Not Applicable
Centura Bank .............................. 907,372 687,438 13.5 10.8 (> or =) 8.00 (> or =)10.00%
Triangle .................................. $201,046 $182,343 11.7% 11.4% (> or =) 8.00% Not Applicable
Triangle Bank ............................. 155,030 148,461 10.3 10.6 (> or =) 8.00 (> or =)10.00%
Bank of Mecklenburg ....................... 21,291 23,363 11.2 13.1 (> or =) 8.00 (> or =)10.00%
Tier I Capital (to Risk-Weighted Assets)
Centura ................................... $703,696 $656,654 10.3% 10.2% (> or =) 4.00% Not Applicable
Centura Bank .............................. 708,854 614,658 10.5 9.7 (> or =) 4.00 (> or =)6.00%
Triangle .................................. $179,465 $162,759 10.4% 10.2% (> or =) 4.00% Not Applicable
Triangle Bank ............................. 136,140 131,258 9.0 9.4 (> or =) 4.00 (> or =)6.00%
Bank of Mecklenburg ....................... 19,096 21,416 10.0 12.1 (> or =) 4.00 (> or =)6.00%
Tier I Leverage (to Average Assets)
Centura ................................... $703,696 $656,654 7.9% 7.8% (> or =) 4.00% Not Applicable
Centura Bank .............................. 708,854 614,658 8.1 7.4 (> or =) 4.00 (> or =)5.00%
Triangle .................................. $179,465 $162,759 7.8% 7.9% (> or =) 4.00% Not Applicable
Triangle Bank ............................. 136,140 131,258 6.7 7.3 (> or =) 4.00 (> or =)5.00%
Bank of Mecklenburg ....................... 19,096 21,416 7.1 9.5 (> or =) 4.00 (> or =)5.00%
II-103
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.
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF CENTURA
Information is incorporated by reference to Centura's Proxy Statement
relating to the 2000 Annual Meeting of Shareholders filed with the Securities
and Exchange Commission.
ITEM 11 EXECUTIVE COMPENSATION
Information is incorporated by reference to Centura's Proxy Statement
relating to the 2000 Annual Meeting of Shareholders filed with the Securities
and Exchange Commission.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information is incorporated by reference to Centura's Proxy Statement
relating to the 2000 Annual Meeting of Shareholders filed with the Securities
and Exchange Commission.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information is incorporated by reference to Centura's Proxy Statement
relating to the 2000 Annual Meeting of Shareholders filed with the Securities
and Exchange Commission.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The following financial information is included in Part II, Item 8 of this
report:
Page
-----
Consolidated Financial Statements:
Report of KPMG LLP, Independent Auditors ............................................ 37
Consolidated Balance Sheets as of December 31, 1999 and 1998 ........................ 38
Consolidated Statements of Income for the Years Ended December 31, 1999, 1998 and
1997 ................................................................................... 39
Consolidated Statements of Shareholders' Equity for the Years Ended December 31,
1999, 1998 and 1997 .................................................................... 40
Consolidated Statements of Cash Flows for the Years Ended December 31, 1999, 1998
and 1997 ............................................................................... 41
Notes to Consolidated Financial Statements .......................................... 42
Supplemental Consolidated Financial Statements:
Report of PricewaterhouseCoopers LLP, Independent Accountants ....................... 70
Supplemental Consolidated Balance Sheets as of December 31, 1999 and 1998 ........... 71
Supplemental Consolidated Statements of Income for the Years Ended December 31,
1999, 1998 and 1997 ...................................................................... 72
Supplemental Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1999, 1998 and 1997.......................................................... 73
Supplemental Consolidated Statements of Cash Flows for the Years Ended December 31,
1999, 1998 and 1997 ...................................................................... 74
Notes to Supplemental Consolidated Financial Statements ............................. 75
(a)(2) Financial Statement Schedules
(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 8, 1999, Centura filed a current report on Form 8-K announcing
earnings for the nine months ended September 30, 1999. A press release
dated October 8, 1999 was included as an exhibit.
II-104
On December 22, 1999, Centura filed a current report on Form 8-K
announcing a change in the registrant's certifying accountants.
(c) Exhibits
Restated Articles of Incorporation of Centura Banks, Inc.
Bylaws of Centura Banks, Inc., as amended
Excerpts from Centura's Articles of Incorporation and Bylaws relating to
the rights of holders of Centura capital stock
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 Delaware Trustee, and the
Administrative Trustees named therein relating to $100,000,000 Centura
Capital Trust I, 8.845% Capital Securities, Series A
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 $103,093,000 8.845% Junior
Subordinated Deferred Interest Debentures of the Corporation
Centura Banks, Inc. Omnibus Equity Compensation Plan, as amended and
restated effective April 16, 1997
Centura Banks, Inc. Directors' Deferred Compensation Plan, as amended and
restated effective February 15, 1995
Second Addendum and Amendment dated December 24, 1998 to the Supplemental
Executive Retirement Agreement between Centura Banks, Inc. and Cecil W.
Sewell, Jr.
Centura Banks, Inc. Omnibus Supplemental Executive Retirement Plan
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 Supplemental
Executive Retirement Agreement between Centura Banks, Inc. and William H.
Wilkerson
Second Addendum and Amendment dated December 24, 1998 to the Supplemental
Executive Retirement Agreement between Centura Banks, Inc. and Frank L.
Pattillo
The Planters Corporation Deferred Compensation Plan, as assumed by Centura
Banks, Inc.
Supplemental Executive Retirement Agreement dated May 14, 1996, between
Centura Banks, Inc. and Cecil W. Sewell, Jr.
Supplemental Executive Retirement Agreement as amended dated October 23,
1996 between Centura Banks, Inc. and Cecil W. Sewell, Jr.
Supplemental Executive Retirement Agreement, 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
Supplemental Executive Retirement Agreement dated May 14, 1996, between
Centura Banks, Inc. and William H. Wilkerson
II-105
Virginia Beach Federal Savings and Loan Association 1981 Stock Option
Plan, as amended, as assumed by Centura Banks, Inc.
Orange Federal Savings and Loan Association Nonstatutory Stock Option Plan
for Directors, as assumed by Centura Banks, Inc.
Supplemental Executive Retirement Agreement, as amended dated October 23,
1996, between Centura Banks, Inc. and William H. Wilkerson
Supplemental Executive Retirement Agreement dated April 5, 1994 between
Centura Banks, Inc. and H. Kel Landis III
Virginia Beach Federal Savings Bank 1991 Stock Option Plan, as amended, as
assumed by Centura Banks, Inc.
Supplemental Executive Retirement Agreement dated May 13, 1996 between
Centura Banks, Inc. and Frank L. Pattillo
Amended and Restated Supplemental Omnibus Supplemental Executive
Retirement Plan, dated October 1, 1998
Supplemental Executive Retirement Agreement 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.
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.
Letter re: Change in Certifying Accountant
Subsidiaries of Centura Banks, Inc.
Financial Data Schedule included in the electronically filed document as
required
COPIES OF EXHIBITS ARE AVAILABLE UPON WRITTEN REQUEST TO STEVEN J.
GOLDSTEIN, CHIEF FINANCIAL OFFICER OF CENTURA BANKS, INC.
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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 16th day of February, 2000, on its behalf by the undersigned,
thereunto duly authorized.
CENTURA BANKS, INC.
/S/ MICHAEL S. PATTERSON
----------------------------------------
Michael S. Patterson
Chairman of the Board
/S/ STEVEN J. GOLDSTEIN
----------------------------------------
Steven J. Goldstein
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 16th day of February, 2000.
/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/ERNEST L. EVANS Director
----------------------------------
Ernest L. Evans
/S/BERNARD W. FRANKLIN Director
----------------------------------
Bernard W. Franklin
/S/W. CAROL FULGHUM Principal Accounting Officer
----------------------------------
W. Carol Fulghum
/S/SUSAN E. GRAVELY Director
----------------------------------
Susan E. Gravely
/S/ROBERT L. GUTHRIE Director
----------------------------------
Robert L. Guthrie
/S/JOHN H. HIGH Director
----------------------------------
John H. High
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/S/ROBERT L. HUBBARD Director
----------------------------------
Robert L. Hubbard
/S/WILLIAM H. KINCHELOE Director
----------------------------------
William H. Kincheloe
/S/CHARLES T. LANE Director
----------------------------------
Charles T. Lane
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/FRANK L. PATTILLO Director, Vice Chairman
----------------------------------
Frank L. Pattillo
/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
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CENTURA BANKS, INC.
EXHIBIT LIST
Sequential
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
3.1 Restated Articles of Incorporation of Centura Banks, Inc. * (2)
3.2 Bylaws of Centura Banks, Inc., as amended
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 * (11)
Bank and Trust Company, as Property Trustee, Delaware Trust Capital Management, as Delaware
Trustee, and the Administrative Trustees named therein relating to $100,000,000 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 * (11)
Company, as Guarantee Trustee, relating to the Capital Securities
4.5 Junior Subordinated Indenture between Centura Banks, Inc. and State Street Bank and Trust * (11)
Company, as Trustee relating to $103,093,000 8.845% Junior Subordinated Deferred Interest
Debentures of the Corporation
10.1 Centura Banks, Inc. Omnibus Equity Compensation Plan, as amended and restated effective * (11)
April 16, 1997
10.2 Centura Banks, Inc. Directors' Deferred Compensation Plan, as amended and restated effective * (8)
February 15, 1995
10.3 Second Addendum and Amendment dated December 24, 1998 to the Supplemental Executive * (13)
Retirement Agreement between Centura Banks, Inc. and Cecil W. Sewell, Jr.
10.4 Centura Banks, Inc. Omnibus Supplemental Executive Retirement Plan * (8)
10.5 Executive Employment Agreement, dated February 18, 2000, between Centura Banks, Inc.,
Centura Bank and Michael S. Patterson
10.6 Second Addendum and Amendment dated December 24, 1998 to the Supplemental Executive * (13)
Retirement Agreement between Centura Banks, Inc. and William H. Wilkerson
10.7 Second Addendum and Amendment dated December 24, 1998 to the Supplemental Executive * (13)
Retirement Agreement between Centura Banks, Inc. and Frank L. Pattillo
10.8 The Planters Corporation Deferred Compensation Plan, as assumed by Centura Banks, Inc. * (4)
10.9 Supplemental Executive Retirement Agreement dated May 14, 1996, between Centura Banks, * (10)
Inc. and Cecil W. Sewell, Jr.
10.10 Supplemental Executive Retirement Agreement as amended dated October 23, 1996 between * (10)
Centura Banks, Inc. and Cecil W. Sewell, Jr.
10.11 Supplemental Executive Retirement Agreement, dated February 18, 2000, between Centura
Banks, Inc. and Michael S. Patterson
10.12 Executive Employment Agreement, dated February 18, 2000, between Centura Banks, Inc.,
Centura Bank and Cecil W. Sewell, Jr.
10.13 Agreement and Plan of Reorganization by and between Triangle Bancorp, Inc. and Centura * (15)
Banks, Inc. 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 * 4.2(7)
effective October 3, 1994
10.16 Supplemental Executive Retirement Agreement dated May 14, 1996, between Centura Banks, * (10)
Inc. and William H. Wilkerson
10.17 Virginia Beach Federal Savings and Loan Association 1981 Stock Option Plan, as amended, as
assumed by Centura Banks, Inc.
10.18 Orange Federal Savings and Loan Association Nonstatutory Stock Option Plan for Directors, as * 4.3 (3)
assumed by Centura Banks, Inc.
10.19 Supplemental Executive Retirement Agreement, as amended dated October 23, 1996 between * (10)
Centura Banks, Inc. and William H. Wilkerson
10.20 Supplemental Executive Retirement Agreement dated April 5, 1994 between Centura Banks, Inc. * (13)
and H. Kel Landis III
10.21 Virginia Beach Federal Savings bank 1991 Stock Option Plan, as amended, as assumed by
Centura Banks, Inc.
II-109
Sequential
Exhibit No. Description of Exhibit Page No.
- ----------- ---------------------- --------
10.22 Supplemental Executive Retirement Agreement dated May 13, 1996 between Centura Banks, Inc. * (10)
and Frank L. Pattillo
10.23 Amended and Restated Omnibus Supplemental Executive Retirement Plan, dated October 1, * (13)
1998
10.24 Supplemental Executive Retirement Agreement as amended, dated October 23, 1996 between * (10)
Centura Banks, Inc. and Frank L. Pattillo
10.25 Agreement of Assumption of Retirement Payment Agreement, dated as of June 2, 1995, by * (5)
and between 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 * (5)
between 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 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.
10.30 Agreement and Plan of Merger dated October 28, 1998 between First Coastal Bankshares, Inc. * (12)
and Centura 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 * 4.2 (6)
Centura Banks, Inc.
10.33 Executive Employment Agreement, dated November 1, 1996, between Dean E. Painter, Jr. and * (11)
CLG, Inc.
10.34 Executive Employment Agreement, dated November 3, 1997, between Thomas A. Betts, Jr. and * (11)
Centura Insurance Services, Inc.
16 Letter re: Change in Certifying Accountant * (14)
21 Subsidiaries of Centura Banks, Inc.
27 Financial Data Schedule
- ---------
* 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.
(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.
II-110