-----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, EpCCnNu5cqZxM4RIxnpFFZlExnrMRWwTDZkczbojUrp/u9MYDpAkl0+IqwQRWdV2 0lXzdRoWqT856odDeYhNOA== 0001104659-06-025362.txt : 20060417 0001104659-06-025362.hdr.sgml : 20060417 20060417114251 ACCESSION NUMBER: 0001104659-06-025362 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060417 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060417 DATE AS OF CHANGE: 20060417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST COMMUNITY BANCORP /CA/ CENTRAL INDEX KEY: 0001102112 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 330885320 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30747 FILM NUMBER: 06761579 BUSINESS ADDRESS: STREET 1: 6110 EL TORDO CITY: RANCHO SANTA FE STATE: CA ZIP: 92067 BUSINESS PHONE: 8587563023 8-K 1 a06-9093_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

 

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

 

April 17, 2006

Date of Report (Date of Earliest Event Reported)

 

FIRST COMMUNITY BANCORP

(Exact Name of Registrant as Specified in Charter)

 

CALIFORNIA

 

00-30747

 

33-0885320

(State or Other Jurisdiction of Incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

6110 El Tordo

PO Box 2388

Rancho Santa Fe, California 92067

(Address of Principal Executive Offices)(Zip Code)

 

(858) 756-3023

(Registrant’s Telephone Number, including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (1 7 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



 

Item 2.02 Results of Operations and Financial Condition.*

 

On April 17, 2006, First Community Bancorp issued a press release announcing its results of operations and financial condition for the quarter ended March 31, 2006.  A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.*

 

(d)  Exhibits.

 

The following exhibit is being furnished herewith:

 

Exhibit 99.1         Press Release, dated April 17, 2006, captioned “First Community Bancorp Announces Record Earnings for  the First Quarter of 2006.”

 


*The information furnished under Item 2.02 and Item 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under that Section, nor shall it be deemed incorporated by reference in any registration statement or other filings of First Community Bancorp under the Securities Act of 1933, as amended, except as shall be set forth by specific reference in such filing.

 

2



 

SIGNATURE

 

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 hereunto duly authorized.

 

 

 

FIRST COMMUNITY BANCORP

 

 

 

 

Date: April 17, 2006

By:

/s/ Jared M. Wolff

 

 

 

Name:

Jared M. Wolff

 

 

 

Title:

Executive Vice President,

 

 

 

General Counsel and Secretary

 

 

3



 

Exhibit Index

 

Exhibit
Number

 

Description

 

 

 

99.1

 

Press Release, dated April 17, 2006, captioned “First Community Bancorp Announces Record Earnings for the First Quarter of 2006.”

 

4


EX-99.1 2 a06-9093_1ex99d1.htm EX-99

Exhibit 99.1

 

PRESS RELEASE

 

First Community Bancorp

(NASDAQ: FCBP)

 

Contact:

 

Matthew P. Wagner

 

Victor R. Santoro

 

 

President and Chief Executive

 

Executive Vice President and

 

 

Officer

 

Chief Financial Officer

 

 

120 Wilshire Boulevard

 

120 Wilshire Boulevard

 

 

Santa Monica, CA 90401

 

Santa Monica, CA 90401

Phone:

 

310-458-1521 x 271

 

310-458-1521 x 288

Fax:

 

310-451-4555

 

310-451- 4555

 

 

FOR IMMEDIATE RELEASE

 

APRIL 17, 2006

 

FIRST COMMUNITY BANCORP ANNOUNCES RECORD EARNINGS FOR THE FIRST QUARTER OF 2006

 

—Net Earnings for the First Quarter 2006 Totaled $17.4 million, Up 70% and 14%
Over the First and Fourth Quarters of 2005—

—First Quarter 2006 Diluted EPS of $0.88 per Share, Up 40% and 5% Over the First
and Fourth Quarters of 2005-

—First Quarter of 2006 Net Interest Margin of 6.82%—

 

Rancho Santa Fe, California . . . First Community Bancorp (Nasdaq: FCBP) today announced net earnings for the quarter ended March 31, 2006, of $17.4 million, or $0.88 per diluted share, compared to net earnings of $10.3 million, or $0.63 per diluted share, for the quarter ended March 31, 2005.  The increase in net earnings compared to last year resulted primarily from increased net interest income due to acquisitions and organic loan growth and net interest margin expansion. This also compares to the fourth quarter 2005 net earnings of $15.3 million, or $0.84 per diluted share.  The increases over the fourth quarter of 2005 are due mostly to increased net interest income from average loan growth.

 

We closed our acquisition of Cedars Bank on January 4, 2006, which added approximately $488.9 million in assets.  Although the Cedars acquisition was an all-cash transaction, we sold 1,891,000 shares of common stock at the end of January for net proceeds of approximately $109.5 million in order to augment regulatory capital.

 

The comparability of financial information is affected by our acquisitions.  Operating results include the operations of acquired entities from the dates of acquisition.  In addition to the Cedars acquisition, during 2005 we acquired First American Bank and Pacific

 

1



 

Liberty Bank in August and October, respectively, which together added $469.2 million in assets.

 

Matt Wagner, President and Chief Executive Officer, stated, “We made significant accomplishments during the first quarter.  We closed the Cedars acquisition in early January and fully integrated its people, processes, and systems.  At the end of January, we sold $109.5 million in common stock to provide regulatory capital to support the Cedars transaction.  Our interest-sensitive loan portfolio coupled with the phase-out of higher cost deposits from the Cedars and prior acquisitions enabled us to achieve a net interest margin of 6.82%, only 3 basis points less than the 6.85% we posted in the fourth quarter of 2005.  And lastly, we continue to be pleased with our credit quality.  The combination of these items led to record profitability for the first quarter of 2006.”  Mr. Wagner continued, “We look forward to closing the Foothill acquisition during the second quarter.  With this acquisition, we’ll have approximately $4.5 billion in assets and a significant presence in the Inland Empire.”

 

Vic Santoro, Executive Vice President and Chief Financial Officer, also commented, “We are very pleased with the first quarter results.  Our prompt integration of Cedars Bank and continued focus on expense control helped to reduce our efficiency ratio to 47.2% for the quarter.  The common stock sold at the end of January increased our tangible equity to $234.0 million or 7.16% of tangible assets.  We expect that tangible equity will be increased further upon the closing of the Foothill acquisition, which is an all-stock transaction.”

 

FIRST QUARTER RESULTS

 

Dollars in millions, except per share data

 

First
Quarter
2006

 

First
Quarter
2005

 

% Change

 

Fourth
Quarter
2005

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Earnings

 

$

17.40

*

$

10.26

 

69.6

%

$

15.29

 

13.8

%

Diluted Earnings Per Share

 

$

0.88

*

$

0.63

 

39.7

%

$

0.84

 

4.8

%

Return on Average Assets (ROA)

 

1.91

%

1.45

%

31.7

%

1.87

%

2.1

 

Return on Average Equity (ROE)

 

12.2

%

11.0

%

10.9

%

12.5

%

(2.4

)%

Net Interest Margin

 

6.82

%

5.97

%

14.2

%

6.85

%

(0.4

)%

Efficiency Ratio

 

47.2

%

53.6

%

(11.9

)%

48.3

%

(2.3

)%

 


* Includes $142,000 of additional net earnings, or less than $0.01 per diluted share, related to the accounting change described below.

 

The increases in net earnings, ROA and ROE and the improvement in the efficiency ratio for the first quarter of 2006 compared to the first quarter of 2005 were due primarily to increases in our net interest margin and in our average loans. Average loans increased from a combination of organic growth and acquisitions.  The increase in net earnings and improvement in our efficiency ratio for the first quarter of 2006 compared to the fourth quarter of 2005 were due mainly to increased net interest income driven by average loan growth.

 

2



 

Net earnings for the fourth quarter of 2005 included an expense for a pending legal settlement related to certain previously disclosed litigation in the amount of $450,000 after tax ($775,000 pretax).  There was no such expense in the first quarter of 2006.

 

BALANCE SHEET GROWTH

 

Loans, net of deferred fees and costs, increased $355.4 million, including $360.8 million of acquired loans, to $2.8 billion at March 31, 2006, from year end 2005.  Deposits increased $238.9 million to $2.6 billion at March 31, 2006, from year end 2005.  During the first quarter of 2006, we acquired $361.4 million in deposits through the Cedars acquisition. Demand deposits totaled $1.2 billion at March 31, 2006, and represented 45% of total deposits at that date.  Loan demand in excess of deposit growth was funded by additional borrowings from the Federal Home Loan Bank.

 

NET INTEREST INCOME CONTINUES TO INCREASE

 

Net interest income increased to $52.0 million for the first quarter of 2006 compared to $35.6 million for the same period of 2005 and $46.9 million for the fourth quarter of 2005. The increases compared to the first quarter of 2005 and the prior quarter were mainly a result of increased interest income from higher loan yields and our loan growth, offset partially by higher interest expense.  Average earning assets increased $671.2 million to $3.1 billion for the first quarter of 2006 when compared to the same period for 2005, including an increase of $733.8 million in average loans.  These increases resulted from acquisitions and organic growth.  Average earning assets increased $374.9 million, including a $412.0 million increase in average loans, for the first quarter of 2006 when compared to the fourth quarter of 2005 due largely to the Cedars acquisition.  In addition, increases in our prime lending rate and loan repricings in response to market interest rate changes caused our loan yield to increase.  Interest expense increased $5.6 million for the first quarter of 2006 compared to the first quarter of 2005 due mostly to an increase in our total funding sources as well as the cost of such funds.

 

NET INTEREST MARGIN

 

Our net interest margin for the first quarter of 2006 was 6.82%, an increase of 85 basis points when compared to the same period of 2005 and a decrease of 3 basis points when compared to the fourth quarter of 2005. Yields on average earning assets were 8.16% and 6.75% for the first quarters of 2006 and 2005, respectively, and 7.85% for the fourth quarter of 2005. The yield on average loans was 8.55% and 7.30% for the first quarters of 2006 and 2005, and 8.35% for the fourth quarter of 2005.  The increase in the net interest margin in the first quarter of 2006 over the same period of 2005 is due mainly to the increase in our prime lending rate in response to the gradual rise in market interest rates, offset in part by increased funding costs. The decrease in the net interest margin in the first quarter of 2006 over the fourth quarter of 2005 is due mainly to the impact of the mix and rate structure of the deposits acquired in the Cedars acquisition and increased borrowings to fund loans, offset by the increase in loan yield.

 

The average cost of deposits was 0.83% for the first quarter of 2006 compared to 0.36% and 0.58% for the first and fourth quarters of 2005. The increased deposit cost in the first quarter of 2006 compared to both the first and fourth quarters of 2005 resulted from

 

3



 

upward adjustments made in rates offered on money market and certain time deposits as well as the impact of the deposits acquired in the Cedars acquisition.  The overall cost of interest-bearing liabilities increased to 2.28% for the first quarter of 2006 compared to 1.30% for the same period of 2005 and 1.77% for the fourth quarter of 2005.  The increase over both the first and fourth quarters of 2005 is attributed largely to the increased average borrowings used to fund both loan growth and deposit flows, as well as the repricing of such borrowings in the higher interest rate environment.

 

NONINTEREST INCOME INCREASED

 

Noninterest income for the first quarter of 2006 totaled $3.7 million compared to $3.5 million earned in each of the first and fourth quarters of 2005.  The increases in noninterest income result largely from increased commissions and fees for both loan and deposit related services as loan and deposit balances have increased.  The Cedars acquisition added $95,000 of merchant discount fees related to the merchant card portfolio acquired.  As we expect to sell this portfolio, merchant discount fee income is expected to decline in future periods.

 

NONINTEREST EXPENSE ITEMS

 

Noninterest expense for the first quarter of 2006 totaled $26.2 million compared to $21.0 million and $24.4 million for the first and fourth quarters of 2005. The increase compared to the first quarter of 2005 relates mostly to increased compensation expense which is a result of additional staff added through our acquisitions, pay rate increases, and increased incentive compensation accruals and employee benefits costs.  Occupancy costs increased due to additional office locations added by acquisitions and most other general operating expenses increased due to the three acquisitions completed since August 2005.

 

The increase compared to the fourth quarter of 2005 is due mainly to increased compensation and occupancy costs due to the impact of the Cedars acquisition and increased professional fees.  Most other expenses generally increased due to the Cedars acquisition.  These increases were offset by a decline in other noninterest expense.  Other noninterest expense for the fourth quarter of 2005 included an expense of $775,000 in connection with the pending settlement for an ongoing legal matter; there was no such expense in the first quarter of 2006.

 

Noninterest expense includes amortization of restricted and performance stock, which is included in compensation, and intangible asset amortization.  Restricted and performance stock amortization totaled $1.6 million for the first quarter of 2006 compared to $1.0 million and $1.2 million for the first and fourth quarters of 2005.  The increase compared to the prior quarters resulted largely from new awards made during the first quarter of 2006.  Amortization expense for all restricted and performance stock awards is estimated to be $6.7 million for 2006.  Intangible asset amortization increased from the fourth quarter of 2005 to the first quarter of 2006 by approximately $83,000 to $1.1 million.  This increase resulted from additional amortization related to the Cedars acquisition offset by declines in amortization related to previous acquisitions.  Intangible asset amortization is estimated to be $4.6 million for 2006, excluding any effect from the announced Foothill acquisition.  The 2006 estimates of both restricted and performance stock award expense and intangible asset amortization are subject to change.

 

4



 

CREDIT QUALITY

 

Nonaccrual loans increased to $11.5 million, or 0.41% of loans, net of deferred fees and costs, at March 31, 2006, from $8.4 million, or 0.34% of loans net of deferred fees and costs, at December 31, 2005.  The majority of this increase is represented by four collateralized credits which we believe are adequately secured and have appropriate reserves.

 

We made a provision for credit losses of $100,000 during the first quarter of 2006 in response to increased nonaccrual loans and, to a lesser extent, for increased average loan balances.  The allowance for credit losses as a percentage of total loans, net of deferred fees and costs, was 1.34% at both March 31, 2006 and December 31, 2005.  The allowance for credit losses to nonaccrual loans decreased to 328.8% as of March 31, 2006 compared to 391.5% as of December 31, 2005.  The allowance for total credit losses totaled $37.9 million at March 31, 2006, and was comprised of the allowance for loan losses of $31.5 million and the reserve for unfunded loan commitments of $6.4 million.

 

ACCOUNTING CHANGE

 

On January 1, 2006, we adopted Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, (“SFAS 123R”).  As permitted under formerly effective accounting rules, we did not consider estimated forfeitures of stock awards during periods prior to January 1, 2006, and recognized the effect of forfeitures as they occurred.  As required by SFAS 123R, we recognized the cumulative effect of estimated forfeitures for unvested restricted stock awards as of December 31, 2005, by increasing our first quarter of 2006 earnings by $242,000.  The after tax effect of this adjustment was to increase net earnings by $142,000, or less than $0.01 per diluted share.

 

REGULATORY CAPITAL MEASURES ARE ABOVE THE WELL-CAPITALIZED MINIMUMS

 

First Community and its wholly-owned banking subsidiaries, Pacific Western National Bank and First National Bank, each remained well capitalized at March 31, 2006.  Regulatory capital ratios for the Banks and the consolidated company are as follows:

 

 

 

Pacific

 

First

 

Consolidated

 

 

 

Western

 

National

 

Company

 

Tier 1 leverage capital ratio

 

9.61

%

13.04

%

11.10

%

Tier 1 risk-based capital ratio

 

9.59

%

13.46

%

11.14

%

Total risked-based capital ratio

 

10.60

%

14.71

%

12.29

%

 

ACQUISITIONS

 

On December 15, 2005, we announced that we had entered into a definitive agreement to acquire all of the outstanding common stock and options of Foothill Independent Bancorp, parent of Foothill Independent Bank, in exchange for First Community common stock, along with cash to existing Foothill option holders, for a total purchase price of approximately $238 million. Foothill had $798.7 million in assets at December 31, 2005,

 

5



 

and twelve branches across Los Angeles, Riverside and San Bernardino Counties. The Foothill transaction is subject to customary conditions, including the approval of both Foothill’s and First Community’s shareholders and bank regulatory authorities, and is expected to close in the second quarter of 2006. Immediately following the completion of the acquisition, it is anticipated that Foothill Independent Bank will be merged into Pacific Western.

 

On January 4, 2006, we completed our previously announced acquisition of Cedars Bank.  First Community paid $120.0 million in cash for all the outstanding common stock and options of Cedars Bank.  Upon completion of the acquisition, our assets were increased by $488.9 million, and Cedars Bank was merged into Pacific Western and its branches were added to the Pacific Western branch network.

 

ABOUT FIRST COMMUNITY BANCORP

 

First Community Bancorp is a bank holding company with $3.7 billion in assets as of March 31, 2006, with two wholly-owned banking subsidiaries, Pacific Western National Bank and First National Bank. Through the banks’ 48 full-service community banking branches, First Community provides commercial banking services, including real estate, construction and commercial loans, to small and medium-sized businesses. Pacific Western has 35 branches located in Los Angeles, Orange, Riverside and San Bernardino Counties, and in San Francisco, California and First National Bank has 13 branches across San Diego County. Through its subsidiary First Community Financial, First National provides working capital financing to growing companies located throughout the Southwest, primarily in the states of Arizona, California and Texas. Additional information regarding First Community Bancorp is available on the Internet at www.firstcommunitybancorp.com. Information regarding Pacific Western National Bank and First National Bank is also available on the Internet at www.pacificwesternbank.com and www.banksandiego.com, respectively.

 

FORWARD-LOOKING STATEMENTS

 

This press release contains certain forward-looking information about First Community that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First Community. First Community cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to: the possibility that personnel changes will not proceed as planned; planned acquisitions and related cost savings cannot be realized or realized within the expected time frame; costs and uncertainties related to the outcome of pending litigation;  revenues are lower than expected; competitive pressure among depository institutions increases significantly; the integration of acquired businesses costs more, takes longer or is less successful than expected; the cost of additional capital is more than expected; a change in the interest rate environment reduces interest margins; general economic conditions, either nationally or in the market areas in which First Community operates, are less favorable than expected; legislative or regulatory requirements or changes that adversely

 

6



 

affect First Community’s business or regulatory capital requirements, or that alter the regulatory capital treatment of the Company’s trust preferred securities; changes in the securities markets and other risks that are described in First Community’s public filings with the U.S. Securities and Exchange Commission (the “SEC”). If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First Community’s results could differ materially from those expressed in, implied or projected by such forward-looking statements. First Community assumes no obligation to update such forward-looking statements.

 

For a more complete discussion of risks and uncertainties, investors and security holders are urged to read First Community Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q and other reports filed by First Community with the SEC.  The documents filed by First Community with the SEC may be obtained at First Community Bancorp’s website at www.firstcommunitybancorp.com or at the SEC’s website at www.sec.gov.  These documents may also be obtained free of charge from First Community by directing a request to: First Community Bancorp c/o Pacific Western Bank, 275 North Brea Boulevard, Brea, CA 92821.  Attention: Investor Relations. Telephone 714-671-6800.

 

This press release does not constitute an offer to sell securities or a solicitation of an offer to buy and does not constitute solicitation material in respect of the proposed acquisition of Foothill Independent Bancorp. In connection with the proposed Foothill transaction, First Community filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that included a proxy statement-prospectus, which has been mailed to shareholders of Foothill and First Community, and other relevant documents in connection with the proposed transaction.  Shareholders of Foothill and First Community are urged to read the proxy statement-prospectus and any other relevant documents filed with the SEC because they contain important information about First Community, Foothill and the proposed Foothill transaction. The definitive proxy statement-prospectus was first mailed to shareholders of Foothill and First Community on or about March 20, 2006.

 

7



 

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

 

March 31,

 

December 31,

 

 

 

2006

 

2005

 

 

 

(In thousands, except share data)

 

Assets:

 

 

 

 

 

Cash and due from banks

 

$

110,334

 

$

100,662

 

Federal funds sold

 

7,325

 

4,600

 

Total cash and cash equivalents

 

117,659

 

105,262

 

 

 

 

 

 

 

Interest-bearing deposits in financial institutions

 

1,740

 

90

 

 

 

 

 

 

 

Federal Reserve Bank and Federal Home Loan Bank stock, at cost

 

31,072

 

26,753

 

Securities available-for-sale

 

202,131

 

212,601

 

Total securities

 

233,203

 

239,354

 

 

 

 

 

 

 

Gross loans

 

2,832,886

 

2,476,974

 

Deferred fees and costs

 

(9,692

)

(9,146

)

Loans, net of deferred fees and costs

 

2,823,194

 

2,467,828

 

Allowance for loan losses

 

(31,501

)

(27,303

)

Net loans

 

2,791,693

 

2,440,525

 

Premises and equipment

 

20,660

 

19,063

 

Intangible assets

 

400,219

 

323,188

 

Cash surrender value of life insurance

 

55,163

 

56,207

 

Other assets

 

49,933

 

42,722

 

Total assets

 

$

3,670,270

 

$

3,226,411

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity:

 

 

 

 

 

Liabilities:

 

 

 

 

 

Noninterest-bearing deposits

 

$

1,197,179

 

$

1,179,808

 

Interest-bearing deposits

 

1,447,109

 

1,225,553

 

Total deposits

 

2,644,288

 

2,405,361

 

 

 

 

 

 

 

Accrued interest payable and other liabilities

 

34,783

 

38,318

 

Borrowings

 

235,300

 

160,300

 

Subordinated debentures

 

121,654

 

121,654

 

Total liabilities

 

3,036,025

 

2,725,633

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Common stock

 

522,168

 

400,868

 

Retained earnings

 

114,757

 

102,325

 

Accumulated other comprehensive income:

 

 

 

 

 

Unrealized loss on securities available-for-sale, net

 

(2,680

)

(2,415

)

Total shareholders’ equity

 

634,245

 

500,778

 

Total liabilities and shareholders’ equity

 

$

3,670,270

 

$

3,226,411

 

 

 

 

 

 

 

Shares outstanding (includes 672,664 shares at March 31, 2006, and 405,831 shares at December 31, 2005,underlying unvested stock awards)

 

20,866,200

 

18,346,566

 

 

 

 

 

 

 

Book value per share

 

$

30.40

 

$

27.30

 

 

8



 

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

 

 

Quarters Ended:

 

 

 

3/31/2006

 

3/31/2005

 

12/31/2005

 

 

 

(In thousands, except per share data)

 

Interest income:

 

 

 

 

 

 

 

Interest and fees on loans

 

$

59,949

 

$

37,938

 

$

51,120

 

Interest on time deposits in other financial institutions

 

15

 

2

 

 

Interest on investment securities

 

2,166

 

2,063

 

2,220

 

Interest on federal funds sold

 

64

 

251

 

379

 

Total interest income

 

62,194

 

40,254

 

53,719

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

Interest expense on deposits

 

5,629

 

1,986

 

3,667

 

Interest expense on borrowings

 

2,163

 

797

 

849

 

Interest expense on subordinated debentures

 

2,450

 

1,886

 

2,345

 

Total interest expense

 

10,242

 

4,669

 

6,861

 

Net interest income before provision for credit losses

 

51,952

 

35,585

 

46,858

 

Provision for credit losses

 

100

 

800

 

 

Net interest income after provision for credit losses

 

51,852

 

34,785

 

46,858

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

Service charges on deposit accounts

 

1,559

 

1,704

 

1,511

 

Other commissions and fees

 

1,554

 

997

 

1,164

 

Gain on sale of loans, net

 

 

115

 

129

 

Loss on sale of securities, net

 

 

 

(45

)

Increase in cash surrender value of life insurance

 

421

 

417

 

407

 

Other income

 

171

 

269

 

377

 

Total noninterest income

 

3,705

 

3,502

 

3,543

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

Compensation

 

15,230

 

11,853

 

13,227

 

Occupancy

 

3,145

 

2,563

 

2,866

 

Furniture and equipment

 

761

 

666

 

740

 

Data processing

 

1,335

 

1,120

 

1,305

 

Other professional services

 

1,120

 

1,191

 

985

 

Business development

 

347

 

259

 

335

 

Communications

 

626

 

455

 

548

 

Insurance and assessments

 

472

 

445

 

426

 

Intangible asset amortization

 

1,149

 

813

 

1,066

 

Other

 

2,058

 

1,586

 

2,860

 

Total noninterest expense

 

26,243

 

20,951

 

24,358

 

Earnings before income taxes and effect of accounting change

 

29,314

 

17,336

 

26,043

 

Income taxes

 

12,053

 

7,074

 

10,751

 

Net earnings before cumulative effect of accounting change

 

$

17,261

 

$

10,262

 

$

15,292

 

Cumulative effect on prior years (to December 31, 2005) of changing the method of accounting for stock-based compensation forfeitures

 

142

 

 

 

Net earnings

 

$

17,403

 

$

10,262

 

$

15,292

 

 

 

 

 

 

 

 

 

Per share information

 

 

 

 

 

 

 

Number of shares (weighted average):

 

 

 

 

 

 

 

Basic

 

19,377.8

 

15,857.4

 

17,869.1

 

Diluted

 

19,673.7

 

16,261.8

 

18,189.7

 

Basic earnings per share:

 

 

 

 

 

 

 

Net earnings before accounting change

 

$

0.89

 

$

0.65

 

$

0.86

 

Accounting change

 

0.01

 

 

 

Basic earnings per share

 

$

0.90

 

$

0.65

 

$

0.86

 

Diluted earnings per share:

 

 

 

 

 

 

 

Net earnings before accounting change

 

$

0.88

 

$

0.63

 

$

0.84

 

Accounting change (1)

 

 

 

 

Diluted earnings per share

 

$

0.88

 

$

0.63

 

$

0.84

 

 


(1) Less than $0.01 per diluted share for the quarter ended March 31, 2006.

 

9



 

UNAUDITED AVERAGE BALANCE SHEETS

 

 

 

Quarters Ended

 

 

 

3/31/2006

 

3/31/2005

 

12/31/2005

 

 

 

(Dollars in thousands)

 

Average Assets:

 

 

 

 

 

 

 

Loans, net of deferred fees and costs

 

$

2,842,121

 

$

2,108,348

 

$

2,430,146

 

Investment securities

 

238,804

 

264,177

 

246,720

 

Federal funds sold

 

7,418

 

46,073

 

38,414

 

Interest-bearing deposits in financial institutions

 

1,886

 

401

 

82

 

Average earning assets

 

3,090,229

 

2,418,999

 

2,715,362

 

Other assets

 

603,267

 

443,205

 

528,606

 

Average total assets

 

$

3,693,496

 

$

2,862,204

 

$

3,243,968

 

 

 

 

 

 

 

 

 

Average Liabilities and Shareholders’ Equity:

 

 

 

 

 

 

 

Average liabilities

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

1,238,758

 

$

982,202

 

$

1,173,666

 

Interest-bearing deposits

 

1,501,782

 

1,231,161

 

1,317,663

 

Average deposits

 

2,740,540

 

2,213,363

 

2,491,329

 

Other interest-bearing liabilities

 

321,336

 

229,952

 

216,409

 

Other liabilities

 

50,893

 

41,332

 

50,710

 

Average liabilities

 

3,112,769

 

2,484,647

 

2,758,448

 

Average equity

 

580,727

 

377,557

 

485,520

 

Average liabilities and shareholders’ equity

 

$

3,693,496

 

$

2,862,204

 

$

3,243,968

 

 

 

 

 

 

 

 

 

Yield Analysis:

 

 

 

 

 

 

 

Average earning assets

 

$

3,090,229

 

$

2,418,999

 

$

2,715,362

 

Yield

 

8.16

%

6.75

%

7.85

%

Average interest-bearing deposits

 

$

1,501,782

 

$

1,231,161

 

$

1,317,663

 

Cost

 

1.52

%

0.65

%

1.10

%

Average deposits

 

$

2,740,540

 

$

2,213,363

 

$

2,491,329

 

Cost

 

0.83

%

0.36

%

0.58

%

Average interest-bearing liabilities

 

$

1,823,118

 

$

4,461,113

 

$

1,534,072

 

Cost

 

2.28

%

1.30

%

1.77

%

 

 

 

 

 

 

 

 

Interest spread

 

5.88

%

5.45

%

6.08

%

Net interest margin

 

6.82

%

5.97

%

6.85

%

 

 

 

 

 

 

 

 

Average interest sensitive liabilities

 

$

3,061,876

 

$

2,443,315

 

$

2,707,738

 

Cost

 

1.36

%

0.77

%

1.01

%

 

LOAN CONCENTRATION
(unaudited)

 

 

 

As of the Dates Indicated

 

 

 

3/31/06

 

12/31/05

 

9/30/05

 

6/30/05

 

3/31/05

 

 

 

(Dollars in thousands)

 

Loan Category:

 

 

 

 

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

672,211

 

$

639,393

 

$

610,075

 

$

587,716

 

$

611,271

 

Real estate-construction

 

683,180

 

570,080

 

506,469

 

438,740

 

405,891

 

Commercial real estate-mortgage

 

1,321,657

 

1,117,030

 

1,049,745

 

991,556

 

980,612

 

Consumer

 

49,958

 

47,221

 

41,739

 

43,965

 

40,208

 

Foreign:

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

98,152

 

94,930

 

94,402

 

97,672

 

86,504

 

Other

 

7,728

 

8,320

 

9,365

 

9,962

 

10,787

 

Total gross loans

 

2,832,886

 

2,476,974

 

2,311,795

 

2,169,611

 

2,135,273

 

 

10



 

CREDIT QUALITY MEASURES  (Unaudited)

 

 

As of or for the:

 

 

 

Quarter Ended

 

Year Ended

 

Quarter Ended

 

 

 

3/31/06

 

12/31/05

 

3/31/05

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

$

11,539

 

$

8,422

 

$

21,680

 

Other real estate owned

 

 

 

 

Total nonperforming assets

 

$

11,539

 

$

8,422

 

$

21,680

 

 

 

 

 

 

 

 

 

Impaired loans, gross

 

$

11,539

 

$

8,422

 

$

21,680

 

Allocated allowance for loan losses

 

(297

)

(583

)

(861

)

Net investment in impaired loans

 

$

11,242

 

$

7,839

 

$

20,819

 

 

 

 

 

 

 

 

 

Charged-off loans

 

$

(385

)

$

(3,518

)

$

(1,018

)

Recoveries

 

477

 

2,360

 

1,260

 

Net recoveries (charge-offs)

 

$

92

 

$

(1,158

)

$

242

 

 

 

 

 

 

 

 

 

Allowance for loan losses to loans, net of deferred fees and costs

 

1.12

%

1.11

%

1.18

%

Allowance for credit losses to loans, net of deferred fees and costs

 

1.34

%

1.34

%

1.44

%

Allowance for loan losses to nonaccrual loans

 

273.0

%

324.2

%

115.8

%

Allowance for credit losses to nonaccrual loans

 

328.8

%

391.5

%

140.9

%

Allowance for loan losses to nonperforming assets

 

273.0

%

324.2

%

115.8

%

Allowance for credit losses to nonperforming assets

 

328.8

%

391.5

%

140.9

%

Nonperforming assets to loans, net of deferred fees and costs, and other real estate owned

 

0.41

%

0.34

%

1.02

%

Annualized net recoveries (charge-offs) to average loans

 

0.01

%

(0.05

)%

0.05

%

Nonaccrual loans to loans, net of deferred fees and costs

 

0.41

%

0.34

%

1.02

%

 

ALLOWANCE FOR CREDIT LOSSES (unaudited)

 

 

 

As of or for the:

 

 

 

Quarter Ended

 

Year Ended

 

Quarter Ended

 

 

 

3/31/06

 

12/31/05

 

3/31/05

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

32,971

 

$

29,507

 

$

29,507

 

Loans charged-off:

 

 

 

 

 

 

 

Commercial

 

(368

)

(1,646

)

(177

)

Real estate – construction

 

 

 

 

Real estate – mortgage

 

 

(100

)

(80

)

Consumer

 

 

(180

)

(65

)

Foreign

 

(17

)

(1,592

)

(696

)

Total loans charged-off

 

(385

)

(3,518

)

(1,018

)

 

 

 

 

 

 

 

 

Recoveries on loans charged-off:

 

 

 

 

 

 

 

Commercial

 

377

 

2,106

 

1,216

 

Real estate – construction

 

 

 

 

Real estate – mortgage

 

1

 

11

 

1

 

Consumer

 

 

241

 

43

 

Foreign

 

99

 

2

 

 

Total recoveries on loans charged-off

 

477

 

2,360

 

1,260

 

Net recoveries (charge-offs)

 

92

 

(1,158

)

242

 

Provision for credit losses

 

100

 

1,420

 

800

 

Additions due to acquisitions

 

4,774

 

3,202

 

 

Balance at end of period

 

$

37,937

 

$

32,971

 

$

30,549

 

 

11



 

COMPONENTS OF ALLOWANCE FOR CREDIT LOSSES (unaudited)

 

 

 

As of or for the:

 

 

 

Quarter Ended

 

Year Ended

 

Quarter Ended

 

 

 

3/31/06

 

12/31/05

 

3/31/05

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

$

31,501

 

$

27,303

 

$

25,103

 

Reserve for unfunded loan commitments

 

6,436

 

5,668

 

5,446

 

Balance at end of period

 

$

37,937

 

$

32,971

 

$

30,549

 

 

12


-----END PRIVACY-ENHANCED MESSAGE-----