-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WochNNJ7zEbHo6ojm/eiQ7qpBZWLER+Q1kARmOpykC/2YTgrM6qkNvpZE4wcdMh7 69qAKWuwjfhSYx+0rU2RIQ== 0001157523-03-005777.txt : 20031023 0001157523-03-005777.hdr.sgml : 20031023 20031023130822 ACCESSION NUMBER: 0001157523-03-005777 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC PREMIER BANCORP INC CENTRAL INDEX KEY: 0001028918 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330743196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22193 FILM NUMBER: 03953623 BUSINESS ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FLOOR CITY: COSTA MESA STATE: CA ZIP: 92626 BUSINESS PHONE: 9096374107 MAIL ADDRESS: STREET 1: 1600 SUNFLOWER AVE 2ND FL CITY: COSTA MESA STATE: CA ZIP: 92404 8-K 1 a4500398.txt PACIFIC PREMIER 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): October 23, 2003 PACIFIC PREMIER BANCORP, INC. ----------------------------- (Exact Name of Registrant as Specified in its Charter) 0-22193 ------- (Commission File No.) DELAWARE 33-0743196 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 1600 Sunflower Ave, Second Floor, Costa Mesa, CA 92626 ----------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (714) 431-4000 -------------- (Registrant's Telephone Number, Including Area Code) Not Applicable -------------- (Former Name or Former Address, If Changed Since Last Report) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS 99.1 Press Release dated October 23, 2003 with respect to the Registrant's financial results for the third quarter and year-to-date ended September 30, 2003. ITEM 9. REGULATION FD DISCLOSURE The following information is furnished pursuant to Item 9, "Regulation FD Disclosure". On October 23, 2003, Pacific Premier Bancorp, Inc. (PPBI) issued a press release setting forth PPBI's third quarter 2003 and year-to-date earnings. A copy of PPBI's press release is attached hereto as Exhibit 99.1 and hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. PACIFIC PREMIER BANCORP, INC. Dated: October 23, 2003 By: /s/ STEVEN R. GARDNER --------------------- Steven R. Gardner President/CEO/COO EX-99 3 a4500398ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Pacific Premier Bancorp, Inc. Announces Third Quarter and Year-to-Date 2003 Results COSTA MESA, Calif.--(BUSINESS WIRE)--Oct. 23, 2003--Pacific Premier Bancorp, Inc., (Nasdaq:PPBI) (the "Company") the holding company of Pacific Premier Bank, F.S.B. (the "Bank"), announced its results of operations for the quarter and nine months ended September 30, 2003. The Company recorded third quarter earnings before taxes of $527 thousand and net earnings of $724 thousand, or $.28 per diluted share, compared to earnings before taxes of $86 thousand and net earnings of $2.4 million, or $.95 per diluted share for the third quarter of 2002. During the third quarter of 2002, the Company benefited from a reduction in its allowance for deferred taxes of $2.0 million and a refund of $327 thousand attributable to a change in the tax law related to the alternative minimum tax amount paid for the 1998 tax year. The earnings before taxes and net income for the nine months ended September 30, 2003 was $735 thousand and $1.3 million, respectively, or $0.52 per diluted share. September 30, 2002 earnings before taxes and net earnings were $710 thousand and $3.1 million, respectively, or $1.25 per diluted share. All diluted earnings per share amounts have been adjusted to reflect the dilutive effect of all warrants and stock options. Return on average assets (ROAA) for the nine months ended September 30, 2003 was 0.73% compared to 1.66% for the same period in 2002. The Company's return on average equity (ROAE) for the nine months ended September 30, 2003 was 15.50% compared to 46.88% for the nine months ended September 30, 2002. The Company's net interest income before provision for loan losses was $6.6 million for the nine months ended September 30, 2003, $1.2 million less than the comparable period in 2002. The Company's net interest margin for the same nine month periods was 3.88% and 4.54%, respectively. The decrease is primarily due to a 74% reduction in higher risk, high coupon loans secured by single-family properties over the last 21 months that were replaced with higher quality, lower yielding multi-family loans. This reduction was partially offset by a decrease in the cost of funds by 56 basis points since December 31, 2002. The Participation Contract's discount accretion included in interest income for the nine months ended September 30, 2003 was $2.4 million compared to $3.1 million for the same period a year ago. The Company received $763 thousand in cash from the Participation Contract in the quarter ended September 30, 2003, compared to $1.6 million during the same period in 2002. The decreasing cashflows are attributable to declining loan balances underlying the three securitizations. The provision for loan losses was $680 thousand for the nine months ended September 30, 2003, compared to $979 thousand for the same period in 2002. The decrease in provision is primarily due to a reduction in the Bank's net non-performing assets of $4.0 million from a year ago. The ratio of nonperforming assets to total assets at September 30, 2003 was 1.42%. Charge-offs totaled $1.4 million for the nine months ended September 30, 2003 compared to $1.7 million at September 30, 2002. Noninterest income increased $469 thousand to $1.9 million for the nine months ended September 30, 2003, compared to the same period in 2002. The increase is primarily due to $329 thousand from the gain on sale of $15.2 million of multi-family and commercial real estate secured loans in 2003 compared to losses of $260 thousand from the sale of $33.8 million of single-family loans during the same period of 2002. Noninterest expenses were $7.1 million for the nine months ended September 30, 2003, compared to $7.6 million in the nine months ended September 30, 2002. The $500 thousand decrease consists primarily of an improvement in the Bank's FDIC risk classification which lowered the deposit insurance premiums by $248 thousand and a reduction in rent expenses of $283 thousand due to the closing of two branch offices in June of 2002 and the relocation of our Corporate office in August of 2002. These decreases were partially offset by an increase in compensation expense of $256 thousand primarily due to the Bank's hiring of lending personnel associated with its planned increase in income property loan originations. At September 30, 2003, the Company had 63 full-time equivalent employees. During the third quarter of 2003, the Company benefited from a reduction in its valuation allowance for deferred taxes of $200 thousand. The Company's allowance for deferred taxes is $9.0 million at September 30, 2003. Steven R. Gardner, President and Chief Executive Officer stated, "We are very pleased where we ended the third quarter. Our loan origination department has increased our net loans this year, on an annualized basis, by 28% and ended the quarter with over $60 million in their pipeline, the largest in our history since resuming our lending activities in the second quarter of 2002. Our Loss Mitigation department has lowered our non-accrual loans and real estate owned by 48% and 47%, respectively, since the beginning of the year. Our branches have increased our deposits on an annualized basis by 13%, with over 40% of the increase occurring during the third quarter." Mr. Gardner further stated "We have come a long way over the last three years in repositioning the Company and resolving the problems of the past, and now, with the secondary offering completed, we are very focused on growing the Company and increasing our profitability." Total assets of the Company were $257.2 million as of September 30, 2003 compared to $238.3 million as of December 31, 2002. Net loans increased by $34.2 million due primarily to originations of $87.6 million and purchases of $8.1 million of income property loans. Investment securities decreased by $13.3 million for the nine months ended September 30, 2003. The proceeds from the sale of investment securities, along with the increase in deposits, were used to fund new originations. Asset quality at the Bank continued to improve during the nine months ended September 30, 2003. Non-accrual loans totaled $2.7 million at September 30, 2003 compared to $5.2 million at December 31, 2002. Real estate owned declined to $1.3 million at September 30, 2003 from $2.4 million at December 31, 2002. The ratio of nonperforming assets to total assets has substantially improved from 3.12% to 1.42% for the periods ending December 31, 2002 September 30, 2003, respectively. The allowance for loan losses, including both general and specific reserves, totaled $2.1 million as of September 30, 2003 and $2.8 million as of December 31, 2002. The allowance for loan losses as a percent of non-accrual loans was 78.9% and 54.5% as of September 30, 2003 and December 31, 2002, respectively. Included in the reserves was an unallocated amount of $756 thousand as of September 30, 2003 compared to zero at December 31, 2002. Total deposits increased by $18.9 million to $210.1 million at September 30, 2003, compared to $191.2 million at December 31, 2002. Transaction accounts increased $14.3 million, or 28.1% since December 31, 2002 and total $65.4 million at September 30, 2003. The cost of deposits as of September 30, 2003 was 2.28%, a decrease of 49 basis points since December 31, 2002. Total borrowings were $32.7 million as of September 30, 2003 with an average cost of 6.81%. Borrowings are comprised of the Company's Senior Secured note of $11.5 million net of original issue discount with a current coupon of 13.0%, Subordinated debt of $1.5 million with a current coupon of 13.5% and the Bank's $19.7 million of FHLB Advances with an average coupon rate of 2.56%. As previously announced, the Company paid off both the Senior Secured Note and Subordinated Debt utilizing the proceeds from its secondary public offering which closed on October 17, 2003. With the retirement of the Senior Secured note and Subordinated debt the Company expects to save $2.1 million annually in interest expense. There were $32.9 million of borrowings as of December 31, 2002. The Bank's tier 1 capital and total risk-based capital ratios at September 30, 2003 were 6.73% and 10.83%, respectively. The minimum ratios for well-capitalized banks are 5.00% and 10.00% for tier 1 capital and risk-based capital, respectively. The Bank's total equity capital was $16.7 million at September 30, 2003. As previously announced, the Company contributed $5.0 million in additional capital to the Bank on October 17, 2003 from the proceeds of the secondary offering to support future growth. The Company is a savings and loan holding company that owns 100% of the capital stock of the Bank, the Company's principal operating subsidiary. The Bank is a federally chartered stock savings bank whose primary business includes branch banking, income property and construction lending. The Bank currently operates three full-service branches located in Orange and San Bernardino Counties, in Southern California. FORWARD-LOOKING COMMENTS The statements contained in this press release that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. Actual results may differ from those projected in the forward-looking statements. These forward-looking statements involve risks and uncertainties. These include, but are not limited to, the following risks: Changes in the performance of the financial markets; Changes in the demand for and market acceptance of the Company's products and services; Changes in general economic conditions including interest rates, presence of competitors with greater financial resources, and the impact of competitive products and pricing; The effect of the Company's policies; The continued availability of adequate funding sources; Differences in actual prepayment rates and credit losses as compared to prepayment rates and credit losses assumed by the Company for purposes of its valuation of mortgage derivative securities (the "Participation Contract"); The effect of changes in market interest rates on the spread between the coupon rate and the pass through rate and on the discount rate assumed by the Company in its valuation of its Participation Contract; And various legal, regulatory and litigation risks. PACIFIC PREMIER BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEET UNAUDITED (In thousands) September 30, December 31, ASSETS 2003 2002 - -------------------------------------------- ----------------------- Cash and due from banks $ 2,249 $ 3,590 Investment Securities Available for Sale 43,309 56,303 Investment Securities Held to Maturity 1,640 1,940 Loans held for sale 939 1,866 Loans held for investment, net of allowance for loan losses of $2,141 in 2003 and $2,835 in 2002, respectively 191,478 156,365 Accrued interest receivable 1,010 1,140 Foreclosed real estate 1,281 2,427 Premises and equipment 5,368 5,411 Deferred income taxes 2,950 2,350 Participation Contract 5,462 4,869 Other assets 1,534 2,017 -------- -------- TOTAL ASSETS $257,220 $238,278 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY - -------------------------------------------- LIABILITIES: Deposit accounts $210,110 $191,170 Other borrowings 19,650 20,000 Notes Payable 11,545 11,440 Subordinated debentures 1,500 1,500 Accrued expenses and other liabilities 2,110 2,545 -------- -------- Total liabilities 244,915 226,655 -------- -------- STOCKHOLDERS' EQUITY: Common stock, $.01 par value 13 13 Additional paid-in capital 43,328 43,328 Accumulated deficit (30,757) (32,086) Accumulated adjustments to stockholders' equity (279) 368 -------- -------- Total stockholders' equity 12,305 11,623 -------- -------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $257,220 $238,278 ========= ========= PACIFIC PREMIER BANCORP AND SUBSIDIARIES CONSOLIDATED INCOME STATEMENT UNAUDITED (In thousands, except per share data) Three Months Ended Nine Months Ended -------------------------------------------- September September September September 30, 30, 30, 30, INTEREST INCOME: 2003 2002 2003 2002 - -------------------------- ---------- ---------- ---------- ---------- Loans $ 3,032 $ 2,658 $ 8,983 $ 9,538 Other interest-earning assets 1,141 1,787 3,362 5,131 ---------- ---------- ---------- ---------- Total interest income 4,173 4,445 12,345 14,669 ---------- ---------- ---------- ---------- INTEREST EXPENSE: - -------------------------- Interest-bearing deposits 1,230 1,525 3,771 4,933 Other borrowings 119 167 373 368 Notes payable 484 485 1,440 1,366 Subordinated debentures 53 53 158 157 ---------- ---------- ---------- ---------- Total interest expense 1,886 2,230 5,742 6,824 ---------- ---------- ---------- ---------- NET INTEREST INCOME 2,287 2,215 6,603 7,845 ---------- ---------- ---------- ---------- PROVISION FOR LOAN LOSSES (1) 788 680 979 ---------- ---------- ---------- ---------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,288 1,427 5,923 6,866 ---------- ---------- ---------- ---------- NONINTEREST INCOME: - -------------------------- Loan servicing fee income 86 181 459 646 Bank and other fee income 124 131 332 420 Net gain (loss) on loan sales 122 (17) 329 (260) Net gain from investment securities - 351 143 336 Other income 243 142 683 334 ---------- ---------- ---------- ---------- Total noninterest income 575 788 1,946 1,476 ---------- ---------- ---------- ---------- NONINTEREST EXPENSE: - -------------------------- Compensation and benefits 1,275 1,064 3,553 3,297 Premises and occupancy 352 477 1,060 1,488 Data processing 99 157 296 444 Net loss (gain) on foreclosed real estate 25 (166) 76 (22) Other expense 585 597 2,149 2,425 ---------- ---------- ---------- ---------- Total noninterest expense 2,336 2,129 7,134 7,632 ---------- ---------- ---------- ---------- NET INCOME FROM OPERATIONS 527 86 735 710 (BENEFIT) PROVISION FOR INCOME TAXES (197) (2,328) (594) (2,345) ---------- ---------- ---------- ---------- NET INCOME FROM OPERATIONS$ 724 $ 2,414 $ 1,329 $ 3,055 ========== ========== ========== ========== Basic Average Shares Outstanding 1,333,572 1,333,572 1,333,572 1,333,572 Basic Earnings per Share $ 0.54 $ 1.81 $ 1.00 $ 2.29 Diluted Average Shares Outstanding 2,581,635 2,530,638 2,561,829 2,451,396 Diluted Earnings per Share$ 0.28 $ 0.95 $ 0.52 $ 1.25 PACIFIC PREMIER BANCORP AND SUBSIDIARIES Statistical Information UNAUDITED (In thousands) As of As of As of Sep 30, Dec 31, Sep 30, 2003 2002 2002 --------------------------- Asset Quality: - ------------------------------------- Non-accrual loans $ 2,715 $ 5,205 $ 6,760 Real estate owned $ 1,281 $ 2,427 $ 1,739 Net Charge offs for the quarter ended $ 514 $ 974 $ 593 Allowance for loan losses $ 2,141 $ 2,835 $ 3,655 Charge offs to average loans, annualized 1.11% 2.77% 1.80% Non-accrual loans to total loans 1.40% 3.23% 4.88% Non-accrual loans to total assets 1.06% 2.18% 2.81% Allowance for credit losses to total loans 1.10% 1.76% 2.64% Allowance for credit losses to non-accrual loans 78.86% 54.47% 54.07% Average Balance Sheet: for the Quarter ended - ------------------------------------- Total assets $251,477 $238,372 $241,300 Loans $185,669 $140,829 $131,856 Deposits $206,743 $191,469 $196,202 Borrowings $ 18,060 $ 20,044 $ 20,000 Notes payable & Subordinated notes $ 13,025 $ 12,922 $ 12,887 Share Data: - ------------------------------------- Basic Book Value $ 9.23 $ 8.72 $ 8.63 Diluted Book Value $ 5.26 $ 4.60 $ 4.55 Closing Stock Price $ 7.09 $ 5.31 $ 5.45 9 months 9 months ended ended Sep 30, Sep 30, 2003 2002 ------------------ Profitability and Productivity: - ------------------------------------- Return on average assets 0.73% 1.66% Return on average equity 15.50% 46.88% Net interest margin 3.88% 4.54% Non-interest expense to total assets 3.70% 4.23% Efficiency ratio 82.56% 82.12% Pacific Premier Bank Capital Ratios: - ------------------------------------------ Tier 1 Capital Ratio 6.73% 6.62% Total Risk-based Capital Ratio 10.83% 13.57% CONTACT: Pacific Premier Bancorp, Inc. Steven R. Gardner or John Shindler, 714-431-4000 -----END PRIVACY-ENHANCED MESSAGE-----