-----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, PGG48wE0RWo2570MM8JW7n8855U0QbZEj1KCe1ZBM6eTVOBK4NijlFCspveHjn4w CC16eXs1/yzNAqY5iuSbZw== /in/edgar/work/20000609/0000891836-00-000433/0000891836-00-000433.txt : 20000919 0000891836-00-000433.hdr.sgml : 20000919 ACCESSION NUMBER: 0000891836-00-000433 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000531 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-30747 FILM NUMBER: 652437 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 8-K 1 0001.txt FORM 8-K CURRENT REPORT UNITED STATES 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 May 31, 2000 ------------ Date of Report (Date of Earliest Event Reported) FIRST COMMUNITY BANCORP ----------------------- (Exact Name of Registrant As Specified In Its Charter) CALIFORNIA ---------- (State or Other Jurisdiction of Incorporation) 00-30747 33-0885320 -------- ---------- (Commission File Number) (IRS Employer Identification No.) 6110 El Tordo Rancho Santa Fe, California 92067 --------------------------------- (Address of Principal Executive Offices)(Zip Code) (858) 756-3023 -------------- (Registrant's Telephone Number, including Area Code) 1 ITEM 2. MERGER WITH FIRST COMMUNITY BANK OF THE DESERT. First Community Bancorp (the "Company") serves as the holding company for Rancho Santa Fe National Bank ("RSF"). First Community Bank of the Desert ("FCBD") was an independent state chartered bank. On May 31, 2000, a subsidiary of the Company merged with and into FCBD pursuant to an Agreement and Plan of Merger, dated as of October 22, 1999, as amended (the "Merger Agreement"), by and between the Company, RSF and FCBD, (the "Merger"). As a result of the Merger, FCBD became a wholly-owned subsidiary of the Company. Pursuant to the Merger Agreement, each issued and outstanding share of common stock of FCBD ("FCBD Common Stock") prior to the Merger (other than as provided in the Merger Agreement) was converted into the right to receive 0.3 shares (the "Conversion Number") of common stock of the Company ("Company Common Stock"). In addition, each option and each warrant to acquire shares of FCBD Common Stock outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into an option to acquire 0.3 shares of Company Common Stock. Upon consummation of the Merger, the Company issued approximately 1,392,873 shares of Company Common Stock to former holders of FCBD Common Stock, and as a result, the former shareholders of FCBD Common Stock own shares of Company Common Stock representing approximately 35.9% of the outstanding shares of Company Common Stock. The description of the Merger Agreement contained herein is qualified in its entirety by reference to the Merger Agreement which is incorporated herein as Exhibit 2.1. After giving effect to the Merger, the total assets of the Company and its subsidiaries increased to approximately $318.6 million, total deposits increased to approximately $286.9 million and total shareholder equity increased to approximately $26.8 million as of March 31, 2000 on a restated basis, before giving effect to merger costs and restructuring costs. As a part of the Merger, William Powers, the President and Chief Executive Officer of FCBD, was appointed to the Board of Directors of the Company. A Press Release announcing consummation of the FCBD acquisition was issued on June 1, 2000, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by this reference. 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS. (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Financial statements for FCBD required by this item are incorporated herein in their entirety by this reference to Exhibit 99.2 hereto. (B) PRO FORMA FINANCIAL INFORMATION. The pro forma financial information required by this item is incorporated herein in its entirety by this reference to Exhibit 99.3 hereto. (C) Exhibits. The following exhibits are filed with this Current Report on Form 8-K: Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Merger dated as of October 22, 1999 among First Community Bancorp, Rancho Santa Fe National Bank and First Community Bank of the Desert (Exhibit 2.1 to First Community Bancorp's filing on form S-4, dated May 5, 2000, incorporated herein by reference). 23.1 Consent of KPMG LLP. 99.1 Press Release. 99.2 Audited Balance Sheets of First Community Bank of the Desert as of December 31, 1999 and 1998 and the related Statements of Operations, Changes in Stockholders' Equity and Cash Flows for each of the years in the three year period ended December 31, 1999 (Pages F-23 through F-41 of First Community Bancorp's filing on form S-4, dated May 5, 2000, incorporated herein by reference). 99.3 Pro Forma Balance Sheets as of March 31, 2000 and December 31, 1999 and pro forma income statements for the three months ending March 2000 and March 1999 and pro forma income statements for each of the three years ended December 31, 1999. 3 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 hereunder duly authorized. Dated: June 9, 2000 FIRST COMMUNITY BANCORP By: /s/ Arnold C. Hahn ------------------------------ Name: Arnold C. Hahn Title: Executive Vice President and Chief Financial Officer 4 EXHIBIT INDEX Exhibit Number Description - ------ ----------- 2.1 Agreement and Plan of Merger dated as of October 22, 1999 among First Community Bancorp, Rancho Santa Fe National Bank and First Community Bank of the Desert (Exhibit 2.1 to First Community Bancorp's filing on form S-4, dated May 5, 2000, incorporated herein by reference). 23.1 Consent of KPMG LLP. 99.1 Press Release. 99.2 Audited Balance Sheets of First Community Bank of the Desert as of December 31, 1999 and 1998 and the related Statements of Operations, Changes in Stockholders' Equity and Cash Flows for each of the years in the three year period ended December 31, 1999 (Pages F-23 through F-41 of First Community Bancorp's filing on form S-4, dated May 5, 2000, incorporated herein by reference). 99.3 Pro Forma Balance Sheets as of March 31, 2000 and December 31, 1999 and pro forma income statements for the three months ending March 2000 and March 1999 and pro forma income statements for each of the three years ended December 31, 1999. 5 EX-23.1 2 0002.txt CONSENT OF KPMG LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors First Community Bancorp: We consent to the incorporation by reference in the registration statement on Form 8-K of First Community Bancorp of our report dated February 29, 2000, relating to the consolidated balance sheets of First Community Bank of the Desert and subsidiary as of December 31, 1999 and 1998, and the related consolidated statements of operations, changes in stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1999, which report appears in the Form S-4 (Registration Statement No. 333-93827) of First Community Bancorp, /s/ KPMG LLP San Diego, California June 8, 2000 EX-99.1 3 0003.txt PRESS RELEASE EXHIBIT 99.1 - -------------------------------------------------------------------------------- PRESS RELEASE - -------------------------------------------------------------------------------- First Community Bancorp First Community Bank of the Desert (NASDAQ: FCBP) 74-750 Highway 111 6110 El Tordo Indian Wells, CA 92284 Rancho Santa Fe, CA 92067 Contact: William T. Powers Contact: James A. Boyce President and President and Chief Executive Officer Chief Executive Officer Phone: 760.836.0870 Phone: 858.756.7077 Fax: 760.836.0878 Fax: 858.756.5797 FOR IMMEDIATE RELEASE June 1, 2000 Rancho Santa Fe National Bank Completes Merger with First Community Bank of the Desert and First Community Bancorp is Formed First Community Bancorp (FC Bancorp) today announced it has completed its formation and has combined Rancho Santa Fe National Bank (Rancho) with First Community Bank of the Desert (First Community) as its wholly-owned subsidiaries. Shareholders for both banks approved the transaction at their respective Shareholder Meetings held on May 31, 2000. Under the terms of the merger agreement, each shareholder of First Community received 0.300 shares of FC Bancorp common stock for each share of First Community common stock. Each Rancho share is being exchanged for one share of FC Bancorp common stock. At the same time as completion of the merger, FC Bancorp became listed on NASDAQ under the symbol FCBP, thus adding liquidity to its shareholders. The merger used pooling-of-interests accounting. The merger created a $318 million bank holding company operating in the exclusive markets of Northern San Diego County and the desert communities of the Coachella Valley. Each bank will operate under its own name with Rancho having branches in Rancho Santa Fe, San Diego's Golden Triangle, Escondido and Carlsbad. First Community has branches in Palm Springs, Indian Wells, Cathedral City, Yucca Valley, Joshua Tree and Twentynine Palms. James A. Boyce, President and Chief Executive Officer of Rancho, will also assume this role at FC Bancorp. William T. Powers, President and Chief Executive Officer of First Community, will continue in this role and also become a director of FC Bancorp. John M. Eggemeyer III, Chairman of the Board of Rancho, became Chairman of the Board of FC Bancorp. Mr. Eggemeyer commented, "In spite of the burden of the merger process, both banks demonstrated their focus and potential by posting outstanding earnings growth in the first quarter of 2000, while simultaneously working on integration tasks. The combination of Rancho with First Community under FC Bancorp is the first step in the creation of a strong banking franchise that will focus on serving the banking needs of entrepreneurs, businesses and real estate clients located within an expanded market area." In commenting on the merger, William T. Powers, President and CEO of First Community Bank, said, "We are looking forward to a strong working partnership with Rancho Santa Fe National Bank. The benefits of sharing technology, administrative systems, and banking expertise will make our organizations significantly stronger and more competitive." James A. Boyce, President of Rancho Santa Fe, in commenting on the merger stated that, "In the past, we have enjoyed an excellent working relationship with Bill Powers and his team at First Community Bank. The integration of administrative support activities can be accomplished quickly and we fully expect to reach our overhead reduction and organizational restructuring goals during the balance of this year. It is important to note that improved operating efficiency is a key element of the merger, but we clearly recognize our primary focus must be service to our customers. Our future is directly related to our ability to serve their needs responsively and competitively." Market Makers Brookstreet Securities, Pacific Crest Securities and Keefe, Bruyette and Woods have informed us that they intend to make a market in First Community Bancorp common stock. Forward-Looking Statements This press release includes forward-looking statements that involve inherent risks and uncertainties. First Community Bancorp, Rancho Santa Fe National Bank and First Community Bank of the Desert caution readers that a number of important factors could cause actual results to differ materially from those in the forward-looking statements. These factors include economic conditions and competition in the geographic and business areas in which First Community Bancorp, Rancho Santa Fe National Bank and First Community Bank of the Desert operate, inflation, fluctuations in interest rates, legislation and governmental regulation and the progress of integrating the operations of First Community Bancorp, Rancho Santa Fe National Bank and First Community Bank of the Desert. EX-99.3 4 0004.txt PRO FORMA BALANCE SHEETS EXHIBIT 99.3 Unaudited Pro Forma Combined Financial Data of First Community Bancorp The following tables present summary financial data for Rancho Santa Fe National Bank ("Rancho Santa Fe") and First Community Bank of the Desert after giving effect to the merger, which we refer to as "pro forma" information. The pro forma financial data give effect to the merger under the pooling-of-interests accounting method in accordance with generally accepted accounting principles. In presenting the pro forma information for certain time periods, First Community Bancorp assumed that Rancho Santa Fe and First Community Bank of the Desert had been merged throughout those periods. The following unaudited pro forma combined financial data combines the historical condensed financial statements of Rancho Santa Fe and the historical consolidated condensed financial statements of First Community Bank of the Desert, giving effect of the merger as if it had been effective on March 31, 2000 and December 31, 1999, with respect to the Pro Forma Combined Condensed Balance Sheets, and as of the beginning of the periods indicated, with respect to the Pro Forma Combined Condensed Statements of Income. This information should be read in conjunction with the historical financial statements of the companies, including their respective notes thereto, which were included in a proxy statement/prospectus dated May 5, 2000, and in conjunction with the combined condensed historical selected financial data and other pro forma combined financial information, included the notes thereto appearing in that proxy statement/prospectus. First Community Bancorp expects that it will incur reorganization and restructuring expenses as a result of combining Rancho Santa Fe and First Community Bank of the Desert. The effect of the estimated merger and reorganization costs expected to be incurred in connection with the merger have been reflected in the pro forma combined balance sheets; however, since the estimated costs are nonrecurring, they have not been reflected in the pro forma combined statements of income. First Community Bancorp also anticipates that the merger will provide the combined company with certain financial benefits that include reduced operating expenses and opportunities to earn more revenue. However, First Community Bancorp does not reflect any of these anticipated cost savings or benefits in the pro forma information. Finally, the pro forma financial information does not reflect any divestitures of branches or deposits that may be required in connection with the merger. Therefore, the pro forma information, while helpful in illustrating the financial characteristics of the combined company under one set of assumptions, does not attempt to predict or suggest future results. The pro forma information also does not attempt to show how the combined company would actually have performed had the companies been combined throughout these periods. All adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of results of the unaudited historical interim periods have been included. UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEETS AS OF MARCH 31, 2000 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ----------------------------------------------------------------------- (In thousands, except per share data) ASSETS: Cash and due from banks $ 11,376 $ 6,328 $ - $ 17,704 Federal funds sold 1,663 12,548 - 14,211 ----------------------------------------------------------------------- TOTAL CASH AND CASH EQUIVALENTS 13,039 18,876 - 31,915 Time deposits in financial institutions - 6,417 - 6,417 Federal Reserve Bank and Federal Home Loan Bank stock, at cost 1,045 219 - 1,264 Securities held to maturity 349 14,505 - 14,854 Securities available-for-sale 32,242 - - 32,242 ----------------------------------------------------------------------- TOTAL SECURITIES 33,636 14,724 - 48,360 Net loans 137,550 80,740 - 218,290 Property, plant and equipment 1,383 3,918 - 5,301 Other real estate owned - 1,315 - 1,315 Other assets 3,740 2,826 414 6,980 ----------------------------------------------------------------------- TOTAL ASSETS $ 189,348 $ 128,816 $ 414 $ 318,578 ======================================================================= LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Non-interest bearing deposits $ 46,294 $ 47,924 $ - $ 94,218 Interest bearing deposits 121,855 70,873 - 192,728 ----------------------------------------------------------------------- Total deposits 168,149 118,797 - 286,946 Borrowed funds 1,700 - - 1,700 Accrued interest payable & other liabilities 1,914 798 2,401 5,113 ----------------------------------------------------------------------- Total liabiltities 171,763 119,595 2,401 293,759 SHAREHOLDERS' EQUITY: Common stock 6,214 7,292 6,059 19,565 Additional paid-in-capital 6,059 - (6,059) - Retained earnings 5,993 1,929 (1,987) 5,935 Accumulated other comprehensive income (loss): Net unrealized gains (losses) on securities available-for-sale (681) - - (681) ----------------------------------------------------------------------- 17,585 9,221 (1,987) 24,819 ----------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 189,348 $ 128,816 $ 414 $ 318,578 ======================================================================= Number of common shares outstanding 2,485.4 4,642.9 3,878.3 Common shareholders' equity per share $ 7.08 $ 1.99 $ 6.40 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
2 UNAUDITED PRO FORMA COMBINED CONDENSED BALANCE SHEETS AS OF DECEMBER 31, 1999 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma -------------------------------------------------------------------- (In thousands, except per share data) ASSETS: Cash and due from banks $ 11,768 $ 9,380 $ - $ 21,148 Federal funds sold 1,806 9,083 - 10,889 -------------------------------------------------------------------- TOTAL CASH AND CASH EQUIVALENTS 13,574 18,463 - 32,037 Time deposits in financial institutions - 7,502 - 7,502 Federal Reserve Bank and Federal Home Loan Bank stock, at cost 1,016 219 - 1,235 Securities held to maturity 363 14,505 - 14,868 Securities available-for-sale 34,460 - - 34,460 -------------------------------------------------------------------- TOTAL SECURITIES 35,839 14,724 - 50,563 Net loans 129,012 73,065 - 202,077 Property, plant and equipment 1,419 4,061 - 5,480 Other real estate owned - 1,315 - 1,315 Other assets 2,989 2,399 414 5,802 -------------------------------------------------------------------- TOTAL ASSETS $ 182,833 $ 121,529 $ 414 $ 304,776 ==================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES: Non-interest bearing deposits $ 46,171 $ 47,592 $ - $ 93,763 Interest bearing deposits 116,241 64,228 - 180,469 -------------------------------------------------------------------- Total deposits 162,412 111,820 - 274,232 Accrued interest payable & other liabilities 3,391 884 2,401 6,676 -------------------------------------------------------------------- Total liabiltities 165,803 112,704 2,401 280,908 SHAREHOLDERS' EQUITY: Common stock 6,213 7,292 5,889 19,394 Additional paid-in-capital 5,889 - (5,889) - Retained earnings 5,493 1,533 (1,987) 5,039 Accumulated other comprehensive income (loss): Net unrealized gains (losses) on securities available-for-sale (565) - - (565) -------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 17,030 8,825 (1,987) 23,868 TOTAL LIABILITIES -------------------------------------------------------------------- TOTAL SHAREHOLDERS' EQUITY TOTAL LIABILITIES & SHAREHOLDERS' EQUITY $ 182,833 $ 121,529 $ 414 $ 304,776 ==================================================================== Number of common shares outstanding 2,485.4 4,642.9 3,878.3 Common shareholders' equity per share $ 6.85 $ 1.90 $ 6.15 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
3 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 2000 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ---------------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans $ 3,557 $ 2,081 $ - $ 5,638 Interest on interest-bearing deposits in other banks - 105 - 105 Interest on investment securities 539 197 - 736 Interest on federal funds sold 37 114 - 151 ---------------------------------------------------------------- TOTAL INTEREST INCOME 4,133 2,497 - 6,630 INTEREST EXPENSE: Interest expense on deposits 1,073 492 - 1,565 Interest expense on borrowings 38 - - 38 ---------------------------------------------------------------- TOTAL INTEREST EXPENSE 1,111 492 - 1,603 ---------------------------------------------------------------- NET INTEREST INCOME: 3,022 2,005 - 5,027 Less: provision for loan losses - - - - ---------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 3,022 2,005 - 5,027 NON-INTEREST INCOME: Service charges, commissions and fees 339 312 - 651 Other income 63 99 - 162 ---------------------------------------------------------------- TOTAL NON-INTEREST INCOME 402 411 - 813 NON-INTEREST EXPENSE: Salaries and employee benefits 949 775 - 1,724 Occupancy, furniture and equipment 315 323 - 638 Professional and other services 204 314 - 518 Stationery, supplies and printing 15 30 - 45 FDIC assessment 8 7 - 15 Merchant card processing 132 100 - 232 Advertising 43 58 - 101 Insurance 14 17 - 31 Loss on sale of securities 11 - - 11 Other 193 122 - 315 ---------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 1,884 1,746 - 3,630 ---------------------------------------------------------------- Income before income taxes 1,540 670 - 2,210 Income taxes 646 272 - 918 ---------------------------------------------------------------- NET INCOME $ 894 $ 398 $ - $ 1,292 ================================================================ PER SHARE INFORMATION: Number of shares (weighted average) Basic 2,485.4 4,642.9 3,878.3 Diluted 2,614.8 4,945.5 4,098.5 Income per share Basic $ 0.36 $ 0.09 $ 0.33 Diluted $ 0.34 $ 0.08 $ 0.32 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
4 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1999 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ---------------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans $ 2,693 $ 1,648 $ - $ 4,341 Interest on interest-bearing deposits in other banks - 64 - 64 Interest on investment securities 507 64 - 571 Interest on federal funds sold 154 312 - 466 ---------------------------------------------------------------- TOTAL INTEREST INCOME 3,354 2,088 - 5,442 INTEREST EXPENSE: Interest expense on deposits 934 493 - 1,427 Interest expense on borrowings 6 - - 6 ---------------------------------------------------------------- TOTAL INTEREST EXPENSE 940 493 - 1,433 ---------------------------------------------------------------- NET INTEREST INCOME: 2,414 1,595 - 4,009 Less: provision for loan losses - 135 - 135 ---------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 2,414 1,460 - 3,874 NON-INTEREST INCOME: Service charges, commissions and fees 290 248 - 538 Other income 94 69 - 163 ---------------------------------------------------------------- TOTAL NON-INTEREST INCOME 384 317 - 701 NON-INTEREST EXPENSE: Salaries and employee benefits 853 628 - 1,481 Occupancy, furniture and equipment 271 203 - 474 Professional and other services 198 192 - 390 Stationery, supplies and printing 16 41 - 57 FDIC assessment 4 7 - 11 Merchant card processing 83 61 - 144 Cost of other real estate owned - 1 - 1 Advertising 39 56 - 95 Insurance 14 12 - 26 Other 213 166 - 379 ---------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 1,691 1,367 - 3,058 ---------------------------------------------------------------- Income before income taxes 1,107 410 - 1,517 Income taxes 462 173 - 635 ---------------------------------------------------------------- NET INCOME $ 645 $ 237 $ - $ 882 ================================================================ PER SHARE INFORMATION: Number of shares (weighted average) Basic 2,443.3 4,642.9 3,836.2 Diluted 2,540.7 4,925.9 4,018.5 Income per share Basic $ 0.26 $ 0.05 $ 0.23 Diluted $ 0.25 $ 0.05 $ 0.22 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
5 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1999 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ----------------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans $ 11,476 $ 7,580 $ - $ 19,056 Interest on interest-bearing deposits in other banks - 355 - 355 Interest on investment securities 2,068 546 - 2,614 Interest on federal funds sold 480 900 - 1,380 ----------------------------------------------------------------- TOTAL INTEREST INCOME 14,024 9,381 - 23,405 INTEREST EXPENSE: Interest expense on deposits 3,751 1,897 - 5,648 Interest expense on borrowings 40 - - 40 ----------------------------------------------------------------- TOTAL INTEREST EXPENSE 3,791 1,897 - 5,688 ----------------------------------------------------------------- NET INTEREST INCOME: 10,233 7,484 - 17,717 Less: provision for loan losses 90 428 - 518 ----------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 10,143 7,056 - 17,199 NON-INTEREST INCOME: Service charges, commissions and fees 998 1,058 - 2,056 Other income 625 338 - 963 ----------------------------------------------------------------- TOTAL NON-INTEREST INCOME 1,623 1,396 - 3,019 NON-INTEREST EXPENSE: Salaries and employee benefits 3,125 2,728 - 5,853 Occupancy, furniture and equipment 1,216 952 - 2,168 Professional and other services 657 1,038 - 1,695 Stationery, supplies and printing 74 155 - 229 FDIC assessment 17 38 - 55 Merchant card processing 461 254 - 715 Cost of other real estate owned - 182 - 182 Advertising 146 193 - 339 Insurance 53 67 - 120 Securities losses 2 - - 2 Other 755 675 - 1,430 ----------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 6,506 6,282 - 12,788 ----------------------------------------------------------------- Income before income taxes 5,260 2,170 - 7,430 Income taxes 2,202 965 - 3,167 ----------------------------------------------------------------- NET INCOME $ 3,058 $ 1,205 $ - $ 4,263 ================================================================= PER SHARE INFORMATION: Number of shares (weighted average) Basic 2,470.2 4,642.9 3,863.1 Diluted 2,597.6 4,929.8 4,076.5 Income per share Basic $ 1.24 $ 0.26 $ 1.10 Diluted $ 1.18 $ 0.24 $ 1.05 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
6 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1998 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ----------------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans $ 10,465 $ 6,506 $ - $ 16,971 Interest on interest-bearing deposits in other banks - 314 - 314 Interest on investment securities 1,536 302 - 1,838 Interest on federal funds sold 540 595 - 1,135 ----------------------------------------------------------------- TOTAL INTEREST INCOME 12,541 7,717 - 20,258 INTEREST EXPENSE: Interest expense on deposits 3,640 1,714 - 5,354 Interest expense on borrowings 36 - - 36 ----------------------------------------------------------------- TOTAL INTEREST EXPENSE 3,676 1,714 - 5,390 ----------------------------------------------------------------- NET INTEREST INCOME: 8,865 6,003 - 14,868 Less: provision for loan losses - 941 - 941 ----------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 8,865 5,062 - 13,927 NON-INTEREST INCOME: Service charges, commissions and fees 939 1,058 - 1,997 Other income 705 494 - 1,199 ----------------------------------------------------------------- TOTAL NON-INTEREST INCOME 1,644 1,552 - 3,196 NON-INTEREST EXPENSE: Salaries and employee benefits 3,029 2,455 - 5,484 Occupancy, furniture and equipment 1,135 839 - 1,974 Impairment loss on bank premises held-for-sale 38 - - 38 Professional and other services 739 679 - 1,418 Stationery, supplies and printing 77 139 - 216 FDIC assessment 14 25 - 39 Merchant card processing 282 221 - 503 Cost of other real estate owned (5) 62 - 57 Advertising 183 247 - 430 Insurance 63 81 - 144 Other 683 415 - 1,098 ----------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 6,238 5,163 - 11,401 ----------------------------------------------------------------- Income before income taxes 4,271 1,451 - 5,722 Income taxes 1,762 378 - 2,140 ----------------------------------------------------------------- NET INCOME $ 2,509 $ 1,073 $ - $ 3,582 ================================================================= PER SHARE INFORMATION: Number of shares (weighted average) Basic 2,442.9 4,642.4 3,835.6 Diluted 2,601.7 4,935.3 4,082.3 Income per share Basic $ 1.03 $ 0.23 $ 0.93 Diluted $ 0.96 $ 0.22 $ 0.88 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
7 UNAUDITED PRO FORMA COMBINED CONDENSED INCOME STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997 First Community First Rancho Bank of the Community Santa Fe Desert Pro Forma Bancorp (Historical) (Historical) Adjustments Pro Forma ----------------------------------------------------------------- (In thousands, except per share data) INTEREST INCOME: Interest and fees on loans $ 9,337 $ 4,884 $ - $ 14,221 Interest on interest-bearing deposits in other banks 3 79 - 82 Interest on investment securities 1,224 232 - 1,456 Interest on federal funds sold 319 629 - 948 ----------------------------------------------------------------- TOTAL INTEREST INCOME 10,883 5,824 - 16,707 INTEREST EXPENSE: Interest expense on deposits 3,202 1,321 - 4,523 Interest expense on borrowings 41 - - 41 ----------------------------------------------------------------- TOTAL INTEREST EXPENSE 3,243 1,321 - 4,564 ----------------------------------------------------------------- NET INTEREST INCOME: 7,640 4,503 - 12,143 Less: provision for loan losses 50 260 - 310 ----------------------------------------------------------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 7,590 4,243 - 11,833 NON-INTEREST INCOME: Service charges, commissions and fees 831 968 - 1,799 Other income 732 267 - 999 ----------------------------------------------------------------- TOTAL NON-INTEREST INCOME 1,563 1,235 - 2,798 NON-INTEREST EXPENSE: Salaries and employee benefits 2,914 1,842 - 4,756 Occupancy, furniture and equipment 1,091 643 - 1,734 Professional and other services 515 769 - 1,284 Stationery, supplies and printing 86 90 - 176 FDIC assessment 12 56 - 68 Merchant card processing 209 163 - 372 Cost of other real estate owned - 73 - 73 Advertising 213 181 - 394 Insurance 60 77 - 137 Other 561 361 - 922 ----------------------------------------------------------------- TOTAL NON-INTEREST EXPENSE 5,661 4,255 - 9,916 ----------------------------------------------------------------- Income before income taxes 3,492 1,223 - 4,715 Income taxes 1,380 498 - 1,878 ----------------------------------------------------------------- NET INCOME $ 2,112 $ 725 $ - $ 2,837 ================================================================= PER SHARE INFORMATION: Number of shares (weighted average) Basic 2,427.0 4,641.9 3,819.6 Diluted 2,552.1 4,685.7 3,957.8 Income per share Basic $ 0.87 $ 0.16 $ 0.74 Diluted $ 0.83 $ 0.15 $ 0.72 See "Notes to Unaudited Pro Forma Combined Condensed Financial Information."
8 NOTES TO FIRST COMMUNITY BANCORP UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA NOTE 1: BASIS OF PRESENTATION FIRST COMMUNITY BANK OF THE DESERT Certain historical data of First Community Bank of the Desert have been reclassified on a pro forma basis to conform to Rancho Santa Fe's classifications. Transactions between Rancho Santa Fe and First Community Bank of the Desert are not material in relation to the unaudited pro forma combined financial statements, and have not been eliminated from the pro forma combined amounts. The Unaudited pro forma number of common shares outstanding, common shareholders' equity per share, number of shares (basic and diluted) and earnings per share (basic and diluted) are based on the share amounts for Rancho Santa Fe plus the share amounts for First Community Bank of the Desert multiplied by the First Community Bank of the Desert exchange ratio of 0.30. NOTE 2: MERGER COSTS The unaudited pro forma combined condensed financial data reflect First Community Bancorp's, Rancho Santa Fe's and First Community Bank of the Desert's respective management's current estimate, for purposes of pro forma presentation, of the aggregate estimated merger costs of $2,401,000 ($1,987,000 net of taxes, computed using the combined federal and state tax rate of 42.0%) expected to be incurred in connection with the First Community Bank of the Desert merger. In accordance with pooling-of-interests accounting, these costs will be recognized upon the closing of the transaction. While a portion of these costs may be required to be recognized over time, the current estimate of these costs has been recorded in the pro forma combined balance sheets in order to disclose the aggregate effect of these activities on First Community Bancorp's pro forma combined financial position. The estimated aggregate costs include the following: Employee costs $415,000 Conversion costs 400,000 Other costs 170,000 -------------- 985,000 Tax benefits (414,000) --------------- 571,000 Investment banking and other professional fees 1,416,000 --------------- $ 1,987,000 =============== First Community Bancorp management's cost estimates are forward-looking. While the costs represent First Community Bancorp management's current estimate of merger costs that will be incurred, the ultimate level and timing of recognition of such costs will be based on the final merger and integration plan to be completed prior to consummation of the merger of First Community Bank of the Desert, which will be developed by various of Rancho Santa Fe's, First Community Bancorp's and First Community Bank of the Desert's task forces and integration committees. Readers are cautioned that the completion of the merger and integration plan and the resulting management plans detailing actions to be undertaken to effect the merger and resultant integration of operations will impact these estimates; the type and amount of costs incurred could vary materially from these estimates if future developments differ from the underlying assumptions used by management in determining the current estimate of these costs. 9 -----END PRIVACY-ENHANCED MESSAGE-----