8-K

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

February 7, 2005

Date of Report (Date of earliest event reported)

COMMERCIAL CAPITAL BANCORP, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-50126	33-0865080
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8105 Irvine Center Drive, 15th Floor, Irvine, California 92618

(Address of principal executive offices)           (Zip Code)

(949) 585-7500

(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 (17 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 8.01: Other Events.

On February 7, 2005, Commercial Capital Bancorp, Inc. (the “Company”) and TIMCOR Exchange Corporation (“TIMCOR”), announced today the signing of a definitive agreement (“Agreement”) in which the Company will acquire TIMCOR in an all stock transaction with a fixed value of approximately $29.4 million. TIMCOR is a leading “qualified intermediary”, which facilitates tax-deferred real estate exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986. Timcor will operate as a subsidiary of the Company with its current management team and Timothy Harris continuing to serve as its President. Mr. Harris will also become an Executive Vice President of the Company. The transaction, which is subject to the satisfaction of certain closing conditions, is not subject to shareholder or regulatory approval and is expected to close by the end of this month. A copy of the press release is attached as exhibit 99.1 to this form 8K.

The Company will host a conference call and webcast on Monday February 7, 2005 to discuss the acquisition of TIMCOR. Conference call and webcast access information is contained in the press release. The webcast will include a slide presentation, which is attached as exhibit 99.2.

Item 9.01: Financial Statements and Exhibits.

(a)	Not applicable.
(b)	Not applicable.
(c)	The following exhibits are included with this Report:

Exhibit 99.1 Press Release dated February 7, 2005.

Exhibit 99.2 Slide Presentation dated February 7, 2005.

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 thereunto duly authorized.

COMMERCIAL CAPITAL BANCORP, INC.

By:	/s/ Stephen H. Gordon
	Stephen H. Gordon Chairman of the Board and Chief Executive Officer

Date: February 7, 2005

EX-99.1

Exhibit 99.1

Contact:	Commercial Capital Bancorp, Inc.
	Stephen H. Gordon	Chairman & CEO	Telephone:	(949) 585-7500
	David S. DePillo	President & COO	Facsimile:	(949) 585-0174
	TIMCOR Exchange Corporation
	Timothy S. Harris	President	Telephone:	(310) 479-1550
	Linda Monroe	Vice-President & COO	Facsimile:	(310) 479-2005

COMMERCIAL CAPITAL BANCORP, INC. ANNOUNCES AGREEMENT TO ACQUIRE

TIMCOR EXCHANGE CORPORATION

– Exchange Balances to be Deposited at Commercial Capital Bank –

– Increases Bank’s Business Transaction Account Deposits –

– Approximate Cost of Funds of 1.00%, Well Below Company’s Cost of Funds –

– Projected to Increase Company’s Noninterest Income –

– Immediately Accretive to EPS –

IRVINE, CA – February 7, 2005 – Commercial Capital Bancorp, Inc. (the “Company”), (NASDAQ: “CCBI”), and TIMCOR Exchange Corporation (“TIMCOR”), announced today the signing of a definitive agreement (“Agreement”) in which the Company will acquire TIMCOR in an all stock transaction with a fixed value of approximately $29.4 million. TIMCOR is a leading “qualified intermediary”, which facilitates tax-deferred real estate exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986. TIMCOR was founded in 1977 and has experienced 29% annual growth in transactions since 1995, with over 7,000 transactions completed in 2004, an increase of 21% from 2003. Though TIMCOR facilitates exchange transactions nationwide, through its headquarters in Los Angeles, California and offices located in Texas and Florida, the majority of its transactions are with income property real estate investors in California. The transaction, which is subject to the satisfaction of certain closing conditions, is not subject to shareholder or regulatory approval and is expected to close by the end of this month.

As previously reported in February 2004, the companies announced they had entered into a strategic alliance whereby TIMCOR would promote and refer Commercial Capital Bank, (the “Bank”) to its clients, as a strategic provider of banking, deposit, and lending products and services and the Company would promote and refer TIMCOR’s 1031-exchange services to its income-property real estate investor clients. As part of that alliance, TIMCOR agreed to maintain a minimum of $50 million in deposits at the Bank. At January 31, 2005, TIMCOR had approximately $127 million in exchange balances on deposit at the Bank.

TIMCOR, as a qualified intermediary, has the discretion to select the financial institution that will hold on deposit the transaction related exchange balances, which totaled approximately $400 million at January 31, 2005, the majority of which are currently deposited with 15 financial institutions. Under the terms of the definitive agreement, TIMCOR agreed to immediately increase its deposits at the Bank to approximately $300 million, concurrent with the execution of the Agreement. The majority of the remaining balances will be deposited at the Bank within five days of execution of the Agreement. The exchange balances deposited and maintained at the Bank will increase the Bank’s total deposits and core business transaction deposits, decrease the Bank’s loans to deposits ratio, decrease the Bank’s cost of deposits, and support further loan growth. TIMCOR’s exchange balances have a cost of funds of approximately 1.0%, well below the Company’s cost of funds. Additionally, TIMCOR generates revenues through each exchange transaction by charging transaction fees, which fee income will enhance the Company’s noninterest income.

The acquisition price represents an approximate 7.4% exchange balance deposit premium at January 31, 2005, and approximately 6.7 times TIMCOR’s net income for the 12-month period ended December 31, 2004. The acquisition is anticipated to be immediately accretive to the Company’s earnings per share. TIMCOR will operate as a wholly owned subsidiary of the Company and Timothy S. Harris, President of TIMCOR, will continue as its President. Mr. Harris will also become an Executive Vice President with the Company.

Stephen H. Gordon, Chairman and Chief Executive Officer of Commercial Capital Bancorp, Inc., commented, “With approximately 60% of the Company’s income property originations being purchase transactions, and the majority of those being 1031 exchange-driven, we consistently see TIMCOR in our loan files as the exchange accommodator facilitating the real estate transaction, controlling the proceeds, and directing the deposits. The Company sees the acquisition of TIMCOR as the culmination of the mutual success achieved through the companies’ strategic alliance announced a year ago.” Gordon continued, “The Company has consistently indicated it will focus heavily on bringing in deposits from the borrowers and businesses it touches in the process of making its income property loans. The acquisition of TIMCOR expands and builds upon the Company’s very profitable niche focus and expanding market presence, and now makes the Company a market leading facilitator of tax-deferred, real estate transactions. The acquisition of TIMCOR provides a low cost, deposit gathering capability without taking on credit risk.”

Timothy S. Harris, President of TIMCOR commented, “With the significant number of exchange transactions TIMCOR completes on an annual basis, our reliance on and confidence in Commercial Capital Bank on a daily basis speaks to the quality of their business banking and cash management products and services. We’ve been doing business together for quite some time now, both directly and indirectly. Being a part of Commercial Capital Bancorp, a company that focuses on our same clients, brings additional visibility, financial strength and stature to TIMCOR’s already successful 25 year history. We’re excited to become a part of this growing and successful financial institution as we compete head to head with the other leading accommodators who typically are themselves subsidiaries of larger title insurers or financial services companies. We all look forward to increasing our number of transactions, our exchange balance volumes deposited at the bank, and our overall market presence, while continuing to realize the synergies that exist between the companies and their clients.”

Pursuant to the definitive agreement, one-half of the stock issued to the TIMCOR shareholders will be distributed at the closing of the transaction and one-half of the stock issued will be held in escrow and will not be distributed in full until one year after the closing of the transaction.

On February 7, 2005, at 7:00 a.m. PST, 10:00 a.m. EST, Stephen H. Gordon, the Company’s Chairman and CEO, Timothy Harris, TIMCOR’s President, David S. DePillo, the Company’s Vice Chairman, President and COO, and Christopher G. Hagerty, the Company’s EVP and CFO, will host a discussion of the Company’s acquisition of TIMCOR via conference call and live video webcast. The webcast may be accessed through a link on the home page of the Company’s website at www.commercialcapital.com. Windows Media player is required for viewing the video webcast. Interested parties can download the slide presentation from the Company’s website prior to the start of the call. It is recommended that participants dial into the call, or log in to the webcast, approximately 5 to 10 minutes prior to the event.

Conference Call
Date: Monday, February 7, 2005
Time: 7:00 a.m. PST (10:00 a.m. EST)
Phone Number (800) 237-9752
International Dial In (617) 847-8706
Access Code: 32402828 Webcast
Date: Monday, February 7, 2005
Time: 7:00 a.m. PST (10:00 a.m. EST)
Webcast URL: www.commercialcapital.com
Windows Media player is required

Replay Information: for those who are unable to participate in the call or webcast live, an archive of the webcast will be available on the Company’s website at www.commercialcapital.com beginning approximately 2 hours following the end of the call. To listen to the call replay dial (888) 286-8010, or for international callers dial (617) 801-6888, the access code for either replay number is 61074436. The webcast archive will be available until March 6, 2005 and the call replay will be available until February 14, 2005.

At December 31, 2004, the Company had total assets of $5.02 billion, and total deposits of $2.26 billion. The Bank operates banking offices located in Westlake Village (Ventura County), Tarzana, Malibu, Beverly Hills, Baldwin Hills, Westchester, Hawthorne, Manhattan Beach, Gardena, Hermosa Beach, Torrance, Redondo Beach (Los Angeles County), Orange, Irvine, Rancho Santa Margarita (Orange County), Riverside (Riverside County), La Jolla, Del Mar and San Diego (San Diego County), and lending offices, located in Corte Madera, Burlingame, Oakland, Encino, Glendale, West Los Angeles, El Segundo, Irvine, Riverside, and San Diego, California, with plans to open banking offices in San Mateo, California in early 2005, and Newport Coast, California in mid-2005. The Company was the 3rd largest multi-family lender in California during the 12 months ended December 31, 2004 (source: Dataquick Information Systems) and the Bank was the fastest growing savings institution in California, based on percentage growth in total assets over the 36 months ended September 30, 2004 (source: www.fdic.gov).

This press release may include forward-looking statements related to the Company’s plans, beliefs and goals, which involve certain risks, and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following factors: competitive pressure in the banking industry; changes in the interest rate environment; the health of the economy, either nationally or regionally; the deterioration of credit quality, which would cause an increase in the provision for possible loan and lease losses; changes in the regulatory environment; changes in business conditions, particularly in California real estate; volatility of rate sensitive deposits; asset/liability matching risks and liquidity risks; and changes in the securities markets. The Company undertakes no obligation to revise or publicly release any revision to these forward-looking statements.

EX-99.2

February 7, 2005

Forward Looking Statements

This presentation contains forward-looking statements regarding
Commercial Capital Bancorp’s (“CCBI”) acquisition of TIMCOR Exchange
Corporation (“TIMCOR”).  These forward-looking statements involve
certain risks and uncertainties.  Factors that may cause actual results to
differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: the acquisition
cannot be consummated by year end as contemplated; revenues following the
acquisition are lower than expected; competitive pressure among depository
institutions increases significantly; costs or difficulties related to the
integration of the businesses of CCBI and TIMCOR are greater than
expected; changes in the interest rate environment reduce interest margins;
general economic conditions, either nationally or in the markets in which
CCBI will be doing business, are less favorable than expected; or legislation
or changes in regulatory requirements adversely affect the businesses in
which CCBI or TIMCOR are engaged.

2

Strategically Compelling

Leading statewide income property lender

Third largest originator of multi-family loans in
CA⁽¹⁾

Fastest growing savings institution in CA, 6^th
largest in California, 26^th largest in US ^(2,3)

Amongst the most efficient operations in the
industry

Approximately 60% of income property
transactions are purchase transactions

Majority of purchase transactions are 1031
exchanges

Business/relationship banking focuses on
income property real estate investors,
property management companies, title and
escrow companies, 1031 exchange
accommodators – businesses touched in
process of making loans.

Leading accommodator of §1031 tax-
deferred exchanges

Providing service for over 25 years

Majority of transactions and clients are So.
California based

29% compounded annual growth in
transactions since ’95

Approximately $500 per transaction, $250
each way in non-interest fee income
generation

Over 7,000 transactions completed in 2004

Approximately $400 million in exchange
balances held at 1/31/05

Exchange balance deposit cost of
approximately 1.0%

CCBI

TIMCOR

(1)

12 months ended 9/30/04 (Dataquick Info. Sys.)

(2)

36 months ended 9/30/04 (www.fdic.com)

(3)

SNL Financial, SNL Datasource

3

Summary of Proposed Transaction

TIMCOR will operate under its current management
team as a subsidiary of CCBI

Management:

Completed

Due Diligence:

None required

Approvals:

February 2005

Anticipated closing:

100% stock with 50% received at close, remaining 50%
received one year after close (Subject to tax reform-
driven “clawback” provisions under specified
circumstances)

Structure:

6.7x trailing 12 months earnings
7.4% exchange balance deposit premium at 01/31/05

Valuation multiples:

Approximately $29.4mm all stock (number of shares
determined at closing based on ten day average closing
price of CCBI stock prior to close)

Purchase Price:

4

Timcor Earnings Contribution Assumptions

Increase in net interest income due to:

Reduction in FHLB balances and associated interest expense cost

Reduction in cost of funds on existing deposits with CCBI

SFR loans spread income

Increase in noninterest income based on actual results for 12 months ended 12/31/04

Fees charged per transaction

G&A expenses based on actual results for 12 months ended 12/31/04, net of $400k
estimated cost saves

Marginal tax rate of 42%

CCBI shares to be issued based on estimated purchase price of $29.4mm and estimated
average share price of $20.44 (10 day average to 2/4/05)

CCBI shares included in incremental diluted EPS calculation excludes shares which are subject
to certain specified contingencies and may not be delivered under certain circumstances

Proforma diluted shares based on actual Q4 2004 of 56.9mm plus diluted shares generated by
transaction

Assumes a February 2005 close

5

Acquisition Benefits

Immediately accretive to CCBI earnings per share assuming

no revenue enhancements(numbers in millions, except EPS and number of shares)

6

2005

2006

10 months only

Projected increase in net interest income

$6.5

$7.8

Projected increase in non-interest income

3.3

3.9

G&A expenses assuming ≈ 7% cost saves

(5.0)

(6.0)

Contribution to pre-tax income

$4.8

$5.8

Contribution to net income assuming 42% marginal tax rate

$2.8

$3.3

Estimated incremental CCBI shares ( ’000’s) for diluted EPS

914

1,408

EPS on incremental shares

$3.07

$2.37

Estimated contribution to CCBI EPS on proforma diluted shares

$0.05

$0.06

Acquisition Benefits

TIMCOR provides CCBI with:

Initially, approximately $330mm in transaction account Bank deposits, both MMDA &
DDA at approximately 1.0% cost to the Company

Increase deposits with CCBI to approximately $300mm at signing of definitive

Majority of remaining balances deposited at CCBI within five days of signing

Anticipated to grow in near term

Approximately $3.9mm in recurring non-interest fee income (12 months ended
12/31/04)

Vertical integration providing financing opportunities and low cost core business and
relationship-driven deposits for the Bank

Improved Bank Ratios – Exchange balances deposited at Bank will pay down
borrowings

Loan to deposit ratio

Transaction deposit accounts to total deposits

Lower cost of deposits and funds

Improved asset/liability management position

TIMCOR subsidiary retained earnings creates cash flow dividend opportunity for
holding company for debt service, dividend or capital

7

Acquisition Benefits

CCBI provides TIMCOR with:

Bank borrower and other relationship client referrals provide greater
number of potential exchange transactions to Timcor

Public company / Capital market access

Significantly greater capital base

Greater visibility & marketing opportunities

Northern California expansion leveraging off of CCBI’s presence

8

Timcor Overview

TIMCOR Exchange Corporation, founded in 1977 and based in Los
Angeles, is a leading accommodator of Section 1031 tax deferred
exchanges in the United States.  

TIMCOR has completed over 33,600 exchanges since 1990.  

For the twelve months ended December 31, 2004, Timcor had net
income of $4.4mm.

TIMCOR generates revenue from fees charged to clients and from
interest earned while holding client funds.

At January 31, 2005 TIMCOR held approximately $400mm of client
funds.

Throughout the 1031 exchange process, TIMCOR provides limited
guidance and research to the client, structures the exchange, drafts the
documentation, and coordinates with the escrow officer.  

TIMCOR does not provide tax or legal counsel.

9

Transaction Volume Growing

1) CAGR – Compound Annual Growth Rate: 1995 to 2004

10

February 7, 2005