-----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, HXYPeqBGQzPblSVnt8CsJAYv8/+abuHOu6s8qrOJSf+WrHzqVfUYKOS6CePxeClL /jhHDF6skj5vn6ErqsbZ/Q== 0001104659-06-003301.txt : 20060123 0001104659-06-003301.hdr.sgml : 20060123 20060123161730 ACCESSION NUMBER: 0001104659-06-003301 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL CAPITAL BANCORP INC CENTRAL INDEX KEY: 0001184818 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330865080 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50126 FILM NUMBER: 06543774 BUSINESS ADDRESS: STREET 1: ONE VENTURE STREET 2: 3RD FL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9495857500 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COMMERCIAL CAPITAL BANCORP INC CENTRAL INDEX KEY: 0001184818 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 330865080 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: ONE VENTURE STREET 2: 3RD FL CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 9495857500 425 1 a06-1823_5425.htm PROSPECTUSES AND COMMUNICATIONS RE: BUSINESS COMBINATION TRANSACTIONS

 

Filed by Commercial Capital Bancorp, Inc.

pursuant to Rule 425  under the Securities Act of 1933

 Subject Company: Calnet Business Bank, National Association

Commission File No.: 333-130184

 

News Release

 

FOR IMMEDIATE RELEASE

Media contact:

January 20, 2006

Kevin R. Watson

 

Chief Financial Officer

 

Calnet Business Bank

 

916.927.7000

 

CALNET BUSINESS BANK REPORTS 4TH QUARTER AND 2005 EARNINGS

 

Sacramento, Calif. — Calnet Business Bank (OTC BB:CLNB news) reported continued profits in the fourth quarter of 2005 with net income of $796,000, or $0.35 diluted earnings per share, an increase from $493,000, or $0.33 diluted earnings per share, in the fourth quarter of 2004.  Net income for the full year 2005 was $2.24 million, or $0.99 diluted earnings per share, compared to $1.15 million, or $0.79 diluted earnings per share for the full year 2004.

 

Financial Highlights

 

                  Net interest income grew $814,000, or 56.7%, in the fourth quarter of 2005 from the fourth quarter of 2004.  Net interest income grew $3.01 million, or 62.5%, for the year ended December 31, 2005 compared to the year ended December 31, 2004.

                  Net interest margin for the quarter ended December 31, 2005 was 5.70% compared to 4.44% for the quarter ended December 31, 2004.  Net interest margin for the year ended December 31, 2005 was 5.23% compared to 4.22% for the year ended December 31, 2004.

                  Total assets increased 13.0% from a year ago to $176.6 million at December 31, 2005.

                  Loans increased $27.6 million, or 34.6%, from a year ago to $107.4 million at December 31, 2005.

                  Deposits grew 13.5% from a year ago to $152.9 million at December 31, 2005, with 56.1% of total deposits in noninterest-bearing accounts.

                  Asset quality continues to be solid with nonperforming assets at 0.15% of total assets at December 31, 2005, compared to 0.21% of total assets at December 31, 2004.

 

“The operating results and the growth we experienced this quarter and for the year are exceptional in light of the effort that has been required to meet the terms of the agreement that is in place with the OCC and the pending merger transaction with Commercial Capital Bank. We are excited about the pending merger as we think it is beneficial to our shareholders and represents opportunity for our employees and expanded capabilities for our customers,” said Peter Raffetto, President and CEO.

 



 

Three Month Results

 

Net interest income grew $814,000, or 56.7%, totaling $2.25 million in the fourth quarter of 2005 compared to $1.44 million in the fourth quarter of 2004.  The growth in net interest income was fueled by the Bank’s continued strong loan growth.  The Bank’s net interest margin was 5.70% for the fourth quarter of 2005 compared to 4.44% for the fourth quarter of 2004.  The provision for loan losses was $30,000 in the fourth quarter of 2005 compared to $22,000 for the same period a year ago.  The allowance for loan losses totaled $1.2 million, or 1.17% of outstanding loans at the end of December 2005 as compared to $977,000, or 1.21% of outstanding loans at the end of December 2004.

 

Noninterest income, derived primarily from processing fees, was $120,000 in the fourth quarter of 2005, compared to $594,000 reported in the fourth quarter of 2004.  ACH processing fees generated $110,000 of noninterest income in the fourth quarter of 2005 compared to $242,000 in the fourth quarter of 2004.

 

Noninterest expense for the fourth quarter of 2005 totaled $1.88 million, up 24.2% from $1.51 million in the fourth quarter of 2004.  The primary reasons for the increase were new hires of both revenue-generating and support personnel to support growth and increased legal and consulting expenses in conjunction with the review and strengthening of internal controls.  Additionally, included in noninterest expense in the fourth quarter of 2005 was $438,000 of merger and acquisition expense related to the Bank’s pending merger with and into Commercial Capital Bank.

 

The Bank recorded a $337,000 tax benefit after a determination that it would more likely than not realize its deferred tax assets and accordingly eliminated the related valuation allowance.

 

Year-end Results

 

Net interest income grew $3.0 million, or 62.5%, totaling $7.8 million for the year ended December 31, 2005 compared to $4.8 million for the year ended December 31, 2004.  The Bank’s net interest margin was 5.23% for the year ended December 31, 2005 compared to 4.22% for the year ended December 31, 2004.  The provision for loan losses was $291,000 for the year ended December 31, 2005 compared to $151,000 for December 31, 2004.

 

Noninterest income was $1,202,000 for the year ended December 31, 2005, compared to $1,643,000 reported for the year ended December 31, 2004.  ACH processing and draft processing fees (the Bank exited from draft processing in the first quarter of 2005) generated $728,000 and $252,000, respectively, of noninterest income for the year ended December 31, 2005 compared to $692,000 and $468,000, respectively, for the year ended December 31, 2004.

 

Noninterest expense for the year ended December 31, 2005 totaled $6.8 million, up 32.6% from $5.1 million for the year ended December 31, 2004.  The primary reasons for the increase were the same as for the increase in the fourth quarter of 2005 over the fourth quarter of 2004, namely new hires of both revenue-generating and support personnel to support growth and increased legal and consulting expenses in conjunction with the review and strengthening of internal controls of approximately $400,000, as well as merger and acquisition related expenses of $438,000.

 

Financial Position at December 31, 2005

 

Loans outstanding at December 31, 2005 increased 34.6% to $107.4 million, net of the $1.268 million allowance for loan losses, compared to loans outstanding of $79.8 million net of the $977,000 allowance for loan losses at December 31, 2004.  Outstanding loan commitments, including unused portions of existing lines of credit, totaled $36.6 million as of December 31, 2005.

 

2



 

At December 31, 2005 total deposits had increased 13.5% to $152.9 million compared to $134.7 million at December 31, 2004.  Of the total deposits at December 31, 2005, 56.1% were noninterest-bearing demand deposits, 38.5% were interest-bearing transaction, savings, and money market accounts, and the remaining 5.4% were in the form of CDs.  At December 31, 2005, the Bank’s loan to deposit ratio was 71.1% as compared to 60.0% at December 31, 2004.

 

At December 31, 2005, tier one capital was $23.3 million, the leverage capital ratio was 14.07% and the tier one risk based capital ratio was 17.47%.  Total risk based capital ratio was 18.43%. All of these capital ratios are substantially above the minimum required regulatory capital ratios.

 

Merger with Commercial Capital Bancorp

 

As previously announced, on October 20, 2005, the Bank signed a definitive agreement to merge with and into Commercial Capital Bank, FSB, a subsidiary of Commercial Capital Bancorp, Inc., Irvine, California.  Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, shareholders of the Bank will receive 1.073 shares of Commercial Capital Bancorp, Inc. common stock in exchange for each share of Bank stock. The transaction, which is expected to be tax-free to the Bank’s shareholders, values each share of Bank common stock at $17.57, based on Commercial Capital Bancorp’s closing price per share of $16.37 on October 20, 2005.  The value of the transaction and value of each share of Bank common stock on consummation of the merger may be higher or lower depending on the value of the Commercial Capital Bancorp, Inc.’s common stock on such date.  The transaction is expected to close in the first quarter of 2006, pending regulatory approval, approval of the transaction by the Bank’s stockholders and satisfaction of other customary closing conditions.

 

Formal Regulatory Agreement

 

Also as previously announced, the Bank entered into a formal agreement dated July 21, 2005 with the Office of the Comptroller of the Currency (“OCC”).  The agreement requires the Bank’s Board to take various actions to improve oversight of the Bank, includes articles addressing the ACH and draft processing area, and contains provisions concerning the overall risk management of the Bank, new products and services, asset-liability management, and loan portfolio management.  The Bank is required to adopt and adhere to an operating plan acceptable to the OCC.  The agreement also requires the Bank to engage third party consultants and auditors and to make ongoing and frequent progress reports to the OCC.  Additionally, the agreement requires the Bank to maintain minimum capital levels of 11% Tier 1 Capital to risk-weighted assets and 8% Tier 1 Leverage ratio.  Management of the Bank believes it has taken all the measures needed to date to put the Bank in full compliance with the agreement.

 

About Calnet Business Bank

Calnet Business Bank was formed by a group of highly respected banking professionals and business leaders with the highest standards for personal, high-quality customer service and advanced technology.  They built the Bank’s infrastructure from the ground up with new technology that allows customers to integrate their financial systems with the Bank for complete access and control over their accounts.  We are the next step in banking.  Powered by technology. Delivered by professionals.  For more information please call (916) 927-7000 or visit www.calnetbank.com

 

3



 

Forward Looking Statement and Other Disclosure

This news release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended and Calnet Business Bank intends for such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.  These forward-looking statements describe the Bank’s expectations regarding future events and developments and are subject to risks and uncertainties and includes information about possible or assumed future results of operations. Many possible events or factors could affect the Bank’s future f inancial results and performance, including the ability of the board of directors and management to implement and oversee the Bank’s compliance with the terms of the formal agreement with the Office of the Comptroller of the Currency (OCC), the financial impact of compliance with the formal agreement on the performance of the Bank, economic factors affecting the ability of borrowers to repay loans, results of the Bank’s review of its ACH processing business, possible adverse impact of future regulatory restrictions on the Bank’s business, risks associated with the Bank’s processing business, adverse reaction to changes in the products and services offered by the Bank, changes in the local, regional and national economy, fluctuations in interest rates and other factors included in the Bank’s filings with the OCC.  This could cause results of performance to differ materially from those expressed in the Bank’s forward-looking statements.  These statements are not guarante es of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in, or implied by, such forward looking statements. All forward-looking statements are representative only on the date hereof.

 

This press release may be deemed to be solicitation material with respect to the proposed acquisition of the Bank and the issuance of shares of common stock by the Commercial Capital Bancorp Inc. pursuant to the merger. In connection with the proposed transaction, a registration statement on Form S-4 has been filed with the SEC.  The registration statement contained a proxy statement/prospectus that was mailed on January 3, 2006 to the shareholders of the Bank in connection with their vote on the merger. SHAREHOLDERS OF THE BANK ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.  The final proxy statement/prospectus has been mailed to shareholders of the Bank.  Investors and security holders will be able to obtain the documents free of charge at the SEC’s website, www.sec.gov.  In addition, investors may obtain free copies of the documents filed with the SEC by the Commercial Capital Bancorp, Inc. by contacting: Investor Relations, Commercial Capital Bancorp, Inc., 8105 Irvine Center Drive, 15th Floor Irvine, CA 92618, telephone: 949-585-7500 or by visiting the Company’s website at www.commercialcapital.com, or from the Bank by contacting Kevin R. Watson, Chief Financial Officer, Calnet Business Bank, 1565 Exposition Blvd., Sacramento, CA 95815, telephone: 916-927-7000 or by visiting the Bank’s website at www.Calnetbank.com.

 

The Bank and their directors and executive officers and other members of management and employees may be deemed to participate in the solicitation of proxies in respect of the proposed transactions. Information regarding the Bank’s directors and executive officers is set forth in its proxy statement, which is available by contacting the Bank at the telephone number set forth above.

 

4



 

CALNET BUSINESS BANK, NATIONAL ASSOCIATION

CONDENSED BALANCE SHEET

(amounts in thousands except share data)

 

 

 

December 31,

 

December 31,

 

 

 

2005

 

2004

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

8,103

 

$

5,254

 

Federal funds sold

 

23,860

 

39,980

 

Interest-bearing deposits in banks

 

300

 

399

 

Securities, at fair value

 

32,521

 

27,965

 

Loans (net of allowance for loan losses of $1,268 at 12/31/05 and $977 at 12/31/04

 

107,439

 

79,846

 

Premises and equipment, net

 

882

 

1,171

 

Other assets

 

3,523

 

1,680

 

 

 

 

 

 

 

TOTAL ASSETS

 

$

176,628

 

$

156,295

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Noninterest bearing deposits

 

$

85,844

 

$

63,289

 

Interest bearing deposits

 

67,053

 

71,445

 

Total deposits

 

152,897

 

134,734

 

 

 

 

 

 

 

Other liabilities

 

999

 

928

 

Total liabilities

 

153,896

 

135,662

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY

 

 

 

 

 

Common stock - $5 par value; 20,000,000 shares authorized; Shares Issued and Outstanding - 2,178,800 at 12/31/05 and 2,156,163 at 12/31/04

 

10,899

 

10,781

 

Additional paid in capital

 

12,932

 

12,809

 

Accumulated deficit

 

(570

)

(2,811

)

Accumulated other comprehensive loss

 

(529

)

(146

)

 

 

22,732

 

20,633

 

 

 

 

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

176,628

 

$

156,295

 

 

5



 

CALNET BUSINESS BANK, NATIONAL ASSOCIATION

CONDENSED STATEMENT OF INCOME

(amounts in thousands except share data)

 

 

 

Three months ended

 

Twelve months ended

 

 

 

December 31,

 

December 31,

 

December 31,

 

December 31,

 

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

2,165

 

$

1,323

 

$

7,367

 

$

4,930

 

Interest on federal funds sold

 

130

 

126

 

418

 

313

 

Interest on investment securities

 

352

 

239

 

1,491

 

587

 

Interest on deposits in banks

 

5

 

5

 

18

 

18

 

Total interest income

 

2,652

 

1,693

 

9,294

 

5,848

 

Interest expense:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

403

 

258

 

1,479

 

1,039

 

Total interest expense

 

403

 

258

 

1,479

 

1,039

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

2,249

 

1,435

 

7,815

 

4,809

 

Provision for loan losses

 

30

 

22

 

291

 

151

 

 

 

 

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

2,219

 

1,413

 

7,524

 

4,658

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

ACH processing fees

 

110

 

242

 

728

 

692

 

Draft processing fees

 

 

240

 

252

 

468

 

Contribution management

 

9

 

15

 

38

 

56

 

Other

 

1

 

97

 

184

 

427

 

 

 

120

 

594

 

1,202

 

1,643

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense

 

1,880

 

1,514

 

6,821

 

5,146

 

 

 

 

 

 

 

 

 

 

 

Net income before taxes

 

459

 

493

 

1,905

 

1,155

 

(Benefit) Provision for taxes

 

(337

)

 

(336

)

1

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

796

 

$

493

 

$

2,241

 

$

1,154

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

$

0.37

 

$

0.35

 

$

1.03

 

$

0.84

 

Diluted Earnings per share

 

$

0.35

 

$

0.33

 

$

0.99

 

$

0.79

 

Weighted average shares outstanding

 

2,172,580

 

1,401,108

 

2,165,417

 

1,381,348

 

Diluted weighted average shares outstanding

 

2,262,522

 

1,512,408

 

2,272,568

 

1,463,057

 

 

 

 

 

 

 

 

 

 

 

Net interest margin

 

5.70

%

4.44

%

5.23

%

4.22

%

 

6


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