-----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, Qa4fiVYQL3cufuIkSKe9pRe4KKI/diyUlvR7aNNLfl/K2JWZgQLbLbz5Y6WhRx/y OgXt/Owd/5KQwA9cn/tcVA== 0001085204-02-000034.txt : 20021112 0001085204-02-000034.hdr.sgml : 20021111 20021112144841 ACCESSION NUMBER: 0001085204-02-000034 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020930 FILED AS OF DATE: 20021112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS AMERICA INC CENTRAL INDEX KEY: 0000310979 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 751604965 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08230 FILM NUMBER: 02816804 BUSINESS ADDRESS: STREET 1: MAIL CODE 461 STREET 2: 550 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4157817810 MAIL ADDRESS: STREET 1: MAIL CODE 461 STREET 2: 550 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94111 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCE SOUTHWEST INC DATE OF NAME CHANGE: 19820831 FORMER COMPANY: FORMER CONFORMED NAME: BANCTEXAS GROUP INC DATE OF NAME CHANGE: 19920703 10-Q 1 fba10q902.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________ Commission File No. 0-8937 FIRST BANKS AMERICA, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-1604965 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 550 Montgomery Street, San Francisco, California 94111 (Address of principal executive offices) (Zip code) (415) 781-7810 (Registrant's telephone number, including area code) ------------------------------- Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- --------- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date. Shares Outstanding Class at October 31, 2002 ----- ------------------- Common Stock, $0.15 par value 10,343,860 Class B Common Stock, $0.15 par value 2,500,000 FIRST BANKS AMERICA, INC. TABLE OF CONTENTS
Page ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS - (UNAUDITED): CONSOLIDATED BALANCE SHEETS......................................................... 1 CONSOLIDATED STATEMENTS OF INCOME................................................... 3 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME........................................................ 4 CONSOLIDATED STATEMENTS OF CASH FLOWS............................................... 5 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.......................................... 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................................... 13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................... 25 ITEM 4. CONTROLS AND PROCEDURES............................................................. 26 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.................................................... 27 SIGNATURES.......................................................................................... 28 CERTIFICATIONS...................................................................................... 29 - 32
PART I - FINANCIAL INFORMATION ITEM 1 - FINANCIAL STATEMENTS FIRST BANKS AMERICA, INC. CONSOLIDATED BALANCE SHEETS (dollars expressed in thousands, except share and per share data) September 30, December 31, 2002 2001 ---- ---- (unaudited) ASSETS ------ Cash and cash equivalents: Cash and due from banks........................................................... $ 88,849 103,421 Interest-bearing deposits with other financial institutions with maturities of three months or less........................................ 1,491 4,376 Federal funds sold................................................................ 72,600 11,300 ----------- ----------- Total cash and cash equivalents.............................................. 162,940 119,097 ----------- ----------- Investment securities: Available for sale, at fair value................................................. 391,080 364,518 Held to maturity, at amortized cost (fair value of $2,529 and $3,745 at September 30, 2002 and December 31, 2001, respectively)..................... 2,463 3,689 ----------- ----------- Total investment securities.................................................. 393,543 368,207 ----------- ----------- Loans: Commercial, financial and agricultural............................................ 744,384 770,992 Real estate construction and development.......................................... 540,748 518,325 Real estate mortgage.............................................................. 1,011,700 1,001,663 Consumer and installment.......................................................... 20,215 33,578 ----------- ----------- Total loans.................................................................. 2,317,047 2,324,558 Unearned discount................................................................. (6,459) (1,295) Allowance for loan losses......................................................... (46,633) (42,721) ----------- ----------- Net loans.................................................................... 2,263,955 2,280,542 ----------- ----------- Derivative instruments................................................................ 52,374 28,909 Bank premises and equipment, net of accumulated depreciation and amortization......... 46,799 46,746 Intangibles associated with the purchase of subsidiaries, net of amortization......... 103,687 103,153 Bank-owned life insurance............................................................. 29,387 28,119 Accrued interest receivable........................................................... 13,291 15,233 Deferred income taxes................................................................. 55,299 57,746 Other assets.......................................................................... 17,895 13,236 ----------- ----------- Total assets................................................................. $ 3,139,170 3,060,988 =========== =========== The accompanying notes are an integral part of the consolidated financial statements.
FIRST BANKS AMERICA, INC. CONSOLIDATED BALANCE SHEETS, CONTINUED (dollars expressed in thousands, except share and per share data)
September 30, December 31, 2002 2001 ---- ---- (unaudited) LIABILITIES ----------- Deposits: Demand: Non-interest-bearing............................................................ $ 526,424 529,924 Interest-bearing................................................................ 306,005 297,033 Savings........................................................................... 980,861 920,737 Time deposits: Time deposits of $100 or more................................................... 296,275 314,287 Other time deposits............................................................. 472,913 493,280 ----------- ----------- Total deposits............................................................... 2,582,478 2,555,261 Short-term borrowings................................................................. 100,672 59,780 Note payable.......................................................................... 37,000 71,000 Guaranteed preferred beneficial interest in First Banks America, Inc. subordinated debentures............................................. 45,373 44,342 Accrued interest payable.............................................................. 4,520 6,277 Deferred income taxes................................................................. 26,173 19,054 Accrued expenses and other liabilities................................................ 25,831 19,957 ----------- ----------- Total liabilities............................................................ 2,822,047 2,775,671 ----------- ----------- STOCKHOLDERS' EQUITY -------------------- Common stock: Common stock, $0.15 par value; 15,000,000 shares authorized; 10,416,460 shares issued at September 30, 2002 and December 31, 2001............................................................... 1,562 1,562 Class B common stock, $0.15 par value; 4,000,000 shares authorized; 2,500,000 shares issued and outstanding at September 30, 2002 and December 31, 2001........................................ 375 375 Capital surplus....................................................................... 184,979 184,979 Retained earnings since elimination of accumulated deficit effective December 31, 1994....................................................... 97,505 80,509 Treasury stock, at cost; 69,900 shares and 60,400 shares at September 30, 2002 and December 31, 2001, respectively......................... (1,682) (1,332) Accumulated other comprehensive income................................................ 34,384 19,224 ----------- ----------- Total stockholders' equity................................................... 317,123 285,317 ----------- ----------- Total liabilities and stockholders' equity................................... $ 3,139,170 3,060,988 =========== ===========
FIRST BANKS AMERICA, INC. CONSOLIDATED STATEMENTS OF INCOME - (UNAUDITED) (dollars expressed in thousands, except per share data) Three Months Ended Nine Months Ended September 30, September 30, -------------------- -------------------- 2002 2001 2002 2001 ---- ---- ---- ---- Interest income: Interest and fees on loans.............................................. $43,102 45,467 129,141 141,784 Investment securities................................................... 4,222 3,700 11,963 12,439 Federal funds sold and other............................................ 329 1,618 683 3,682 ------- ------- ------- ------- Total interest income.............................................. 47,653 50,785 141,787 157,905 ------- ------- ------- ------- Interest expense: Deposits: Interest-bearing demand............................................... 727 939 2,318 2,780 Savings............................................................... 4,482 6,644 13,705 21,748 Time deposits of $100 or more......................................... 2,684 3,987 8,641 12,773 Other time deposits................................................... 4,032 6,652 12,770 22,765 Short-term borrowings................................................... 350 596 1,269 1,804 Note payable............................................................ 541 792 1,803 3,659 Guaranteed preferred debentures......................................... 721 975 3,046 2,925 ------- ------- ------- ------- Total interest expense............................................. 13,537 20,585 43,552 68,454 ------- ------- ------- ------- Net interest income................................................ 34,116 30,200 98,235 89,451 Provision for loan losses................................................... 7,200 2,000 22,700 2,910 ------- ------- ------- ------- Net interest income after provision for loan losses................ 26,916 28,200 75,535 86,541 ------- ------- ------- ------- Noninterest income: Service charges on deposit accounts and customer service fees........... 3,555 2,354 9,496 6,611 Net loss on sales of available-for-sale investment securities........... -- (32) -- (219) Bank-owned life insurance investment income............................. 475 320 1,399 986 Net gain on derivative instruments...................................... 582 5,108 443 7,995 Other................................................................... 2,151 1,273 6,137 4,372 ------- ------- ------- ------- Total noninterest income........................................... 6,763 9,023 17,475 19,745 ------- ------- ------- ------- Noninterest expense: Salaries and employee benefits.......................................... 9,016 7,962 26,829 24,340 Occupancy, net of rental income......................................... 4,196 2,353 9,732 7,340 Furniture and equipment................................................. 899 1,048 2,892 2,900 Postage, printing and supplies.......................................... 470 489 1,478 1,290 Information technology fees............................................. 2,443 2,615 7,660 7,420 Legal, examination and professional fees................................ 2,102 3,061 7,418 7,802 Amortization of intangibles associated with the purchase of subsidiaries...................................................... 300 1,385 832 4,146 Communications.......................................................... 216 243 810 821 Advertising and business development.................................... 206 129 584 509 Other................................................................... 2,584 3,259 7,229 9,255 ------- ------- ------- ------- Total noninterest expense.......................................... 22,432 22,544 65,464 65,823 ------- ------- ------- ------- Income before provision for income taxes and cumulative effect of change in accounting principle......................... 11,247 14,679 27,546 40,463 Provision for income taxes.................................................. 4,253 6,095 10,550 16,354 ------- ------- ------- ------- Income before cumulative effect of change in accounting principle.. 6,994 8,584 16,996 24,109 Cumulative effect of change in accounting principle, net of tax............. -- -- -- (459) ------- ------- ------- ------- Net income......................................................... $ 6,994 8,584 16,996 23,650 ======= ======= ======= ======= Basic earnings per common share: Income before cumulative effect of change in accounting principle....... $ 0.54 0.71 1.32 2.00 Cumulative effect of change in accounting principle, net of tax......... -- -- -- (0.04) ------- ------- ------- ------- Basic................................................................... $ 0.54 0.71 1.32 1.96 ======= ======= ======= ======= Diluted earnings per common share: Income before cumulative effect of change in accounting principle....... $ 0.54 0.71 1.32 2.00 Cumulative effect of change in accounting principle, net of tax......... -- -- -- (0.04) ------- ------- ------- ------- Diluted................................................................. $ 0.54 0.71 1.32 1.96 ======= ======= ======= ======= Weighted average common stock outstanding................................... 12,847 12,053 12,852 12,072 ======= ======= ======= ======= The accompanying notes are an integral part of the consolidated financial statements.
FIRST BANKS AMERICA, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME - (UNAUDITED) Nine Months Ended September 30, 2002 and 2001 and Three Months Ended December 31, 2001 (dollars expressed in thousands, except per share data) Accu- mulated Other Total Class B Compre- Common Compre- Stock- Common Common Capital hensive Retained Treasury hensive holders' Stock Stock Surplus Income Earnings Stock Income Equity ----- ----- ------- ------ -------- ----- ------ ------ Consolidated balances, December 31, 2000.................... $1,442 375 153,929 40,894 (76) 345 196,909 Nine months ended September 30, 2001: Comprehensive income: Net income.......................... -- -- -- 23,650 23,650 -- -- 23,650 Other comprehensive income, net of tax: Unrealized gains on securities, net of reclassification adjustment (1).................. -- -- -- 2,764 -- -- 2,764 2,764 Derivative instruments: Cumulative effect of change in accounting principle....... -- -- -- 4,950 -- -- 4,950 4,950 Current period transactions..... -- -- -- 21,305 -- -- 21,305 21,305 Reclassification to earnings.... -- -- -- (1,798) -- -- (1,798) (1,798) ------ Comprehensive income................ 50,871 ====== Reduction of deferred tax asset valuation reserve................... -- -- 565 -- -- -- 565 Compensation paid in stock........... -- -- 46 -- -- -- 46 Repurchases of common stock.......... -- -- -- -- (1,256) -- (1,256) ------ --- ------- ------ ------ ------ ------- Consolidated balances, September 30, 2001................... 1,442 375 154,540 64,544 (1,332) 27,566 247,135 Three months ended December 31, 2001: Comprehensive income: Net income.......................... -- -- -- 15,965 15,965 -- -- 15,965 Other comprehensive income, net of tax: Unrealized losses on securities, net of reclassification adjustment (1).................. -- -- -- (1,245) -- -- (1,245) (1,245) Derivative instruments: Current period transactions..... -- -- -- (4,738) -- -- (4,738) (4,738) Reclassification to earnings.... -- -- -- (2,359) -- -- (2,359) (2,359) ------ Comprehensive income................ 7,623 ====== Reduction of deferred tax asset valuation allowance................. -- -- 4,406 -- -- -- 4,406 Issuance of common stock............. 120 -- 26,033 -- -- -- 26,153 ------ --- ------- ------ ------ ------ ------- Consolidated balances, December 31, 2001.................... 1,562 375 184,979 80,509 (1,332) 19,224 285,317 Nine months ended September 30, 2002: Comprehensive income: Net income.......................... -- -- -- 16,996 16,996 -- -- 16,996 Other comprehensive income, net of tax: Unrealized gains on securities, net of reclassification adjustment (1).................. -- -- -- 1,685 -- -- 1,685 1,685 Derivative instruments: Current period transactions..... -- -- -- 13,475 -- -- 13,475 13,475 ------ Comprehensive income................ 32,156 ====== Repurchases of common stock......... -- -- -- -- (350) -- (350) ------ --- ------ ------ ------ ------ ------- Consolidated balances, September 30, 2002................... $1,562 375 184,979 97,505 (1,682) 34,384 317,123 ====== === ======= ====== ====== ====== =======
- ----------------------------- (1) Disclosure of reclassification adjustment: Three Months Ended Nine Months Ended Three Months Ended September 30, September 30, December 31, ------------------ ----------------- ------------------ 2002 2001 2002 2001 2001 ---- ---- ---- ---- ---- Unrealized (losses) gains on investment securities arising during the period............................................ $(1,053) 658 1,685 2,622 (1,375) Less reclassification adjustment for losses included in net income................................................... -- (21) -- (142) (130) ------- ----- ------ ----- ------ Unrealized (losses) gains on investment securities............. $(1,053) 679 1,685 2,764 (1,245) ======= ===== ====== ===== ====== The accompanying notes are an integral part of the consolidated financial statements.
FIRST BANKS AMERICA, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - (UNAUDITED) (dollars expressed in thousands) Nine Months Ended September 30, -------------------- 2002 2001 ---- ---- Cash flows from operating activities: Net income............................................................................ $ 16,996 23,650 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting principle, net of tax..................... -- 459 Depreciation, amortization and accretion, net....................................... 7,173 5,995 Provision for loan losses........................................................... 22,700 2,910 Provision for income taxes.......................................................... 10,550 16,354 Payments of income taxes............................................................ (6,701) (3,571) Net loss on sales of available-for-sale investment securities....................... -- 219 Net gain on derivative instruments.................................................. (443) (7,995) Decrease in accrued interest receivable............................................. 1,949 1,305 Interest accrued on liabilities..................................................... 43,552 68,454 Payments of interest on liabilities................................................. (45,615) (64,580) Other operating activities, net..................................................... (1,620) (11,373) ---------- --------- Net cash provided by operating activities................................... 48,541 31,827 ---------- --------- Cash flows from investing activities: Cash received from acquired entities, net of cash and cash equivalents paid........... 62,400 -- Proceeds from sales of investment securities.......................................... 7,492 59,871 Maturities of investment securities available for sale................................ 273,073 305,330 Maturities of investment securities held to maturity.................................. 1,233 693 Purchases of investment securities available for sale................................. (306,311) (369,006) Proceeds from termination of swap agreements.......................................... -- 2,659 Net (increase) decrease in loans...................................................... (12,231) 15,052 Recoveries of loans previously charged-off............................................ 5,626 3,062 Purchases of bank premises and equipment.............................................. (3,030) (917) Proceeds from sales of other real estate.............................................. 1,344 11 Other investing activities, net....................................................... (1,269) (907) ---------- --------- Net cash provided by investing activities................................... 28,327 15,848 ---------- --------- Cash flows from financing activities: Increase in demand and savings deposits............................................... 47,827 44,284 Decrease in time deposits............................................................. (87,394) (62,375) Increase in short-term borrowings..................................................... 40,892 5,956 Repayments of note payable............................................................ (34,000) (51,900) Repurchases of common stock for treasury.............................................. (350) (1,256) ---------- --------- Net cash used in financing activities....................................... (33,025) (65,291) ---------- --------- Net increase (decrease) in cash and cash equivalents........................ 43,843 (17,616) Cash and cash equivalents, beginning of period............................................ 119,097 153,210 ---------- --------- Cash and cash equivalents, end of period.................................................. $ 162,940 135,594 ========== ========= Noncash investing and financing activities: Loans transferred to other real estate................................................ 1,114 -- Reduction of deferred tax asset valuation reserve..................................... -- 565 Compensation paid in stock............................................................ $ -- 46 ========== ========= The accompanying notes are an integral part of the consolidated financial statements.
FIRST BANKS AMERICA, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (1) BASIS OF PRESENTATION The consolidated financial statements of First Banks America, Inc. and subsidiaries (FBA or the Company) are unaudited and should be read in conjunction with the consolidated financial statements contained in the 2001 Annual Report on Form 10-K. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and conform to predominant practices within the banking industry. Management of FBA has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare the consolidated financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation of the results of operations for the interim periods presented herein, have been included. Operating results for the three and nine months ended September 30, 2002 are not necessarily indicative of the results that may be expected for the year ending December 31, 2002. The consolidated financial statements include the accounts of the parent company and its subsidiaries, all of which are wholly owned. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications of 2001 amounts have been made to conform to the 2002 presentation. In particular, the guaranteed preferred beneficial interest in First Banks America, Inc. subordinated debentures has been reclassified into the liabilities section of the consolidated balance sheets rather than presented as a separate line item excluded from the calculation of total liabilities. Consequently, the guaranteed preferred debentures expense has been reclassified to interest expense from noninterest expense in the consolidated statements of income. FBA is majority owned by First Banks, Inc., St. Louis, Missouri (First Banks), headquartered in St. Louis County, Missouri. Accordingly, First Banks has effective control over the management and policies of FBA and the election of its directors. First Banks' ownership interest in FBA was 93.76% and 93.69% at September 30, 2002 and December 31, 2001, respectively. FBA operates through its wholly owned subsidiary bank holding company, The San Francisco Company (SFC), which is headquartered in San Francisco, California, and SFC's wholly owned subsidiary bank, First Bank & Trust (FB&T), which is also headquartered in San Francisco, California. (2) ACQUISITIONS AND OTHER CORPORATE TRANSACTIONS On June 22, 2002, FB&T completed its assumption of the deposits and certain liabilities and the purchase of certain assets of the Garland and Denton, Texas branch offices of Union Planters Bank, National Association. The transaction resulted in the acquisition of $15.3 million in deposits and one branch office in Garland and $49.6 million in deposits and one branch office, including a detached drive-thru facility, in Denton. The core deposit intangibles associated with the branch purchases were $1.4 million and are being amortized over seven years utilizing the straight-line method. On September 23, 2002, First Banks and FBA signed an agreement and plan of merger pursuant to which First Banks will acquire all of FBA's outstanding capital stock that is not already owned by First Banks for a price of $40.54 per share. At September 30, 2002, FBA had 801,453 shares, or approximately 6.24% of its outstanding stock, held publicly. First Banks owned the other 93.76%. The merger agreement provides for the merger of FBA Acquisition Corporation with and into FBA. Upon consummation of the merger, the legal existence of FBA Acquisition Corporation and FBA will be combined and FBA will become a wholly owned subsidiary of First Banks. At that time, FBA will then be merged with and into First Banks. The transaction, which is subject to stockholder approval, is expected to be completed in December 2002. (3) IMPLEMENTATION OF ACCOUNTING PRONOUNCEMENTS In July 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142 -- Goodwill and Other Intangible Assets. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144 -- Accounting for the Impairment or Disposal of Long-Lived Assets, as discussed below. The amortization of goodwill ceased upon adoption of SFAS No. 142, which for calendar year-end companies was January 1, 2002. On January 1, 2002, FBA adopted SFAS No. 142. At the date of adoption, FBA had unamortized goodwill of $96.7 million and core deposit intangibles of $6.5 million, which were subject to the transition provisions of SFAS No. 142. Under SFAS No. 142, FBA continues to amortize, on a straight-line basis, its core deposit intangibles and goodwill associated with purchases of branch offices. Goodwill associated with the purchase of subsidiaries will no longer be amortized, but instead, will be tested annually for impairment following FBA's existing methods of measuring and recording impairment losses. FBA completed the transitional goodwill impairment test required under SFAS No. 142, to determine the potential impact, if any, on the consolidated financial statements. The results of the transitional goodwill impairment testing did not identify any goodwill impairment losses. Intangible assets associated with the purchase of subsidiaries, net of amortization, were comprised of the following at September 30, 2002 and December 31, 2001:
September 30, 2002 December 31, 2001 ---------------------------- ---------------------------- Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization ------ ------------ ------ ------------ (dollars expressed in thousands) Amortized intangible assets: Core deposit intangibles........... $ 7,824 (724) 6,458 -- Goodwill associated with purchases of branch offices...... 2,210 (684) 2,210 (576) ---------- ------- -------- ------- Total......................... $ 10,034 (1,408) 8,668 (576) ========== ======= ======== ======= Unamortized intangible assets: Goodwill associated with the purchase of subsidiaries......... $ 95,061 95,061 ========== ========
Amortization of intangibles associated with the purchase of subsidiaries and branch offices was $300,000 and $832,000 for the three and nine months ended September 30, 2002, respectively, and $1.4 million and $4.1 million for the comparable periods in 2001. Amortization of intangibles associated with the purchase of subsidiaries, including amortization of core deposit intangibles and branch purchases, has been estimated through 2007 in the following table, and does not take into consideration any potential future acquisitions or branch purchases. (dollars expressed in thousands) Year ending December 31: 2002 (1)...................................... $ 1,149 2003.......................................... 1,268 2004.......................................... 1,268 2005.......................................... 1,268 2006.......................................... 1,268 2007.......................................... 1,268 ------- Total...................................... $ 7,489 ======= ----------------------------- (1) Includes $832,000 of amortization for the nine months ended September 30, 2002. Changes in the carrying amount of goodwill, all of which is attributable to FB&T, for the three and nine months ended September 30, 2002 were as follows:
Three Months Ended Nine Months Ended September 30, 2002 September 30, 2002 ------------------ ------------------ (dollars expressed in thousands) Balance, beginning of period.................................. $ 96,623 96,695 Amortization - purchases of branch offices.................... (36) (108) --------- -------- Balance, end of period...................................... $ 96,587 96,587 ========= ========
The following is a reconciliation of reported net income to net income adjusted to reflect the adoption of SFAS No. 142, as if it had been implemented on January 1, 2001. Three Months Ended Nine Months Ended September 30, September 30, ------------------ ------------------- 2002 2001 2002 2001 ---- ---- ---- ---- (dollars expressed in thousands) Net income: Reported net income........................... $ 6,994 8,584 16,996 23,650 Add back - goodwill amortization.............. -- 1,340 -- 4,011 ------- ------- ------- ------ Adjusted net income......................... $ 6,994 9,924 16,996 27,661 ======= ======= ======= ====== Basic earnings per share: Reported net income........................... $ 0.54 0.71 1.32 1.96 Add back - goodwill amortization.............. -- 0.11 -- 0.33 ------- ------- ------- ------ Adjusted net income......................... $ 0.54 0.82 1.32 2.29 ======= ======= ======= ====== Diluted earnings per share: Reported net income........................... $ 0.54 0.71 1.32 1.96 Add back - goodwill amortization.............. -- 0.11 -- 0.33 ------- ------- ------- ------ Adjusted net income......................... $ 0.54 0.82 1.32 2.29 ======= ======= ======= ======
In August 2001, the FASB issued SFAS No. 144 -- Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 supersedes SFAS No. 121 -- Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS No. 144 addresses financial accounting and reporting for the impairment or disposal of long-lived assets and requires that one accounting model be used for long-lived assets to be disposed of by sale, whether previously held and used or newly acquired. SFAS No. 144 broadens the presentation of discontinued operations to include more disposal transactions. Therefore, the accounting for similar events and circumstances will be the same. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years, with early application encouraged. The provisions of SFAS No. 144 generally are to be applied prospectively. On January 1, 2002, FBA implemented SFAS No. 144, which did not have a material effect on the consolidated financial statements. On October 1, 2002, the FASB issued SFAS No. 147 -- Acquisitions of Certain Financial Institutions, an amendment of SFAS No. 72 -- Accounting for Certain Acquisitions of Banking or Thrift Institutions and SFAS No. 144 -- Accounting for the Impairment or Disposal of Long-Lived Assets and FASB Interpretation No. 9 -- Applying APB Opinions No. 16 and 17 When a Savings and Loan Association or a Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method. SFAS No. 147 addresses the financial accounting and reporting for the acquisition of all or part of a financial institution, except for transactions between two or more mutual enterprises. SFAS No. 147 removes acquisitions of financial institutions, other than transactions between two or more mutual enterprises, from the scope of SFAS No. 72. SFAS No. 147 also provides guidance on the accounting for impairment or disposal of acquired long-term customer-relationship intangible assets, including those acquired in transactions between two or more mutual enterprises. The provisions of SFAS No. 147 are effective for acquisitions on or after October 1, 2002. On October 1, 2002, FBA implemented SFAS No. 147, which did not have a material effect on the consolidated financial statements. (4) EARNINGS PER COMMON SHARE The following is a reconciliation of the numerators and denominators of basic earnings per share (EPS) computations for the periods indicated. FBA does not have any dilutive potential shares, therefore, basic EPS is equivalent to dilutive EPS for the periods indicated.
Income Shares Per Share (numerator) (denominator) Amount ----------- ------------- --------- (in thousands, except per share data) Three months ended September 30, 2002: Basic EPS-- income before cumulative effect.................. $ 6,994 12,847 $ 0.54 Cumulative effect of change in accounting principle, net of tax................................................ -- -- -- ------- ------ ------- Basic EPS-- income available to common stockholders.......... $ 6,994 12,847 $ 0.54 ======= ====== ======= Three months ended September 30, 2001: Basic EPS-- income before cumulative effect.................. $ 8,584 12,053 $ 0.71 Cumulative effect of change in accounting principle, net of tax................................................ -- -- -- ------- ------ ------- Basic EPS-- income available to common stockholders.......... $ 8,584 12,053 $ 0.71 ======= ====== ======= Nine months ended September 30, 2002: Basic EPS-- income before cumulative effect.................. $16,996 12,852 $ 1.32 Cumulative effect of change in accounting principle, net of tax................................................ -- -- -- ------- ------ ------- Basic EPS-- income available to common stockholders.......... $16,996 12,852 $ 1.32 ======= ====== ======= Nine months ended September 30, 2001: Basic EPS-- income available to common stockholders.......... $24,109 12,072 $ 2.00 Cumulative effect of change in accounting principle, net of tax................................................ (459) -- (0.04) ------- ------ ------- Basic EPS-- income available to common stockholders.......... $23,650 12,072 $ 1.96 ======= ====== =======
(5) TRANSACTIONS WITH RELATED PARTIES FBA purchases certain services and supplies from or through First Banks and its affiliates. FBA's financial position and operating results could significantly differ from those that would be obtained if FBA's relationship with First Banks did not exist. In addition, fees payable to First Banks and its affiliates generally increase as FBA expands through acquisitions and internal growth, reflecting the higher levels of service needed to operate its subsidiaries. First Banks provides management services to FBA and FB&T. Management services are provided under management fee agreements whereby FBA compensates First Banks for its use of personnel for various functions including internal audit, loan review, income tax preparation and assistance, accounting, asset/liability management and investment services, loan servicing and other management and administrative services. Fees paid under these agreements were $1.5 million and $5.4 million for the three and nine months ended September 30, 2002, and $2.2 million and $5.8 million for the comparable periods in 2001, respectively. First Services, L.P., a limited partnership indirectly owned by First Banks' Chairman and his adult children, provides information technology and operational support for FBA and FB&T under the terms of information technology agreements. Fees paid under these agreements were $2.4 million and $7.4 million for the three and nine months ended September 30, 2002, and $2.6 million and $7.4 million for the comparable periods in 2001, respectively. FB&T had $64.3 million and $93.1 million in whole loans and loan participations outstanding at September 30, 2002 and December 31, 2001, respectively, that were purchased from First Bank, a wholly owned banking subsidiary of First Banks. In addition, FB&T had sold $184.6 million and $137.6 million in whole loans and loan participations to First Bank at September 30, 2002 and December 31, 2001, respectively. These loans and loan participations were acquired and sold at interest rates and terms prevailing at the dates of their purchase or sale and under standards and policies followed by FB&T. FBA had a $100.0 million revolving note payable from First Banks on which the outstanding principal and accrued interest under the note payable were due and payable on June 30, 2005. On August 23, 2001, FBA and First Banks modified the note payable by making interest payable quarterly, shortening the maturity date to February 24, 2003, and securing the note by a pledge of FBA's stock in its subsidiaries. The borrowings under the note payable bear interest at an annual rate of one-quarter percent less than the "Prime Rate" as reported in the Wall Street Journal. The amounts outstanding under the note payable at September 30, 2002 and December 31, 2001, were $37.0 million and $71.0 million, respectively. The interest expense under the note payable was $541,000 and $1.8 million for the three and nine months ended September 30, 2002, and $792,000 and $3.7 million for the comparable periods in 2001, respectively. (6) REGULATORY CAPITAL FBA and FB&T are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on FBA's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, FBA and FB&T must meet specific capital guidelines that involve quantitative measures of assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require FBA and FB&T to maintain minimum amounts and ratios of total and Tier I capital (as defined in the regulations) to risk-weighted assets, and of Tier I capital to average assets. Management believes, as of September 30, 2002, FBA was adequately capitalized and FB&T was well capitalized. As of September 30, 2002, the most recent notification from FBA's primary regulator categorized FBA as adequately capitalized and FB&T as well capitalized, under the regulatory framework for prompt corrective action. To be categorized, as adequately capitalized and well capitalized, FBA and FB&T must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the following table. At September 30, 2002 and December 31, 2001, FBA's and FB&T's required and actual capital ratios were as follows:
Actual For To Be Well --------------------------- Capital Capitalized Under September 30, December 31, Adequacy Prompt Corrective 2002 2001 Purposes Action Provisions ---- ---- -------- ----------------- Total capital (to risk-weighted assets): FBA................................ 9.34% 8.82% 8.0% 10.0% FB&T............................... 10.43 11.27 8.0 10.0 Tier 1 capital (to risk-weighted assets): FBA................................ 8.08 7.57 4.0 6.0 FB&T............................... 9.17 10.02 4.0 6.0 Tier 1 capital (to average assets): FBA................................ 7.48 7.15 3.0 5.0 FB&T............................... 8.59 9.47 3.0 5.0
(7) BUSINESS SEGMENT RESULTS FBA's business segment is FB&T. The reportable business segment is consistent with the management structure of FBA and the internal reporting system that monitors performance. Through its branch network, FB&T provides similar products and services in its defined geographic areas. The products and services offered include a broad range of commercial and personal banking products, including demand, savings, money market and time deposit accounts. In addition, FB&T markets combined basic services for various customer groups, including packaged accounts for more affluent customers, and sweep accounts, lock-box deposits and cash management products for commercial customers. FB&T also offers both consumer and commercial loans. Consumer lending includes residential real estate, home equity and installment lending. Commercial lending includes commercial, financial and agricultural loans, real estate construction and development loans, commercial real estate loans, commercial leasing and trade financing. Other financial services include mortgage banking, debit cards, brokerage services, credit-related insurance, internet banking, automated teller machines, telephone banking, safe deposit boxes, escrow and bankruptcy deposit services, stock option services and trust and private banking services. The revenues generated by FB&T consist primarily of interest income, generated from the loan and investment security portfolios, and service charges and fees, generated from the deposit products and services. The geographic areas include Houston, Dallas, Irving, McKinney and Denton, Texas, and southern and northern California. The products and services are offered to customers primarily within their respective geographic areas, with the exception of loan participations executed between FB&T and First Bank. See Note 5 to the consolidated financial statements. The business segment results are consistent with FBA's internal reporting system and, in all material respects, with accounting principles generally accepted in the United States of America and practices predominate in the banking industry.
The business segment results are summarized as follows: FB&T Corporate and Other (1) Consolidated Totals -------------------------- -------------------------- -------------------------- September 30, December 31, September 30, December 31, September 30, December 31, 2002 2001 2002 2001 2002 2001 ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Balance sheet information: Investment securities....................... $ 393,543 368,207 -- -- 393,543 368,207 Loans, net of unearned discount............. 2,310,588 2,323,263 -- -- 2,310,588 2,323,263 Intangibles associated with the purchase of subsidiaries, net of amortization..... 103,687 103,153 -- -- 103,687 103,153 Total assets................................ 3,135,105 3,057,920 4,065 3,068 3,139,170 3,060,988 Deposits.................................... 2,582,612 2,555,396 (134) (135) 2,582,478 2,555,261 Note payable................................ -- -- 37,000 71,000 37,000 71,000 Stockholders' equity........................ 396,298 398,713 (79,175) (113,396) 317,123 285,317 ========== ========= ======= ======== ========= ========= FB&T Corporate and Other (1) Consolidated Totals -------------------- ----------------------- ------------------- Three Months Ended Three Months Ended Three Months Ended September 30, September 30, September 30, -------------------- ---------------------- ------------------- 2002 2001 2002 2001 2002 2001 ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Income statement information: Interest income............................. $ 47,653 50,773 -- 12 47,653 50,785 Interest expense............................ 12,276 18,818 1,261 1,767 13,537 20,585 ---------- --------- ------- -------- --------- --------- Net interest income................... 35,377 31,955 (1,261) (1,755) 34,116 30,200 Provision for loan losses................... 7,200 2,000 -- -- 7,200 2,000 ---------- --------- ------- -------- --------- --------- Net interest income after provision for loan losses........... 28,177 29,955 (1,261) (1,755) 26,916 28,200 ---------- --------- ------- -------- --------- --------- Noninterest income.......................... 6,617 9,023 146 -- 6,763 9,023 Noninterest expense......................... 22,223 22,383 209 161 22,432 22,544 ---------- --------- ------- -------- --------- --------- Income before provision for income taxes........................ 12,571 16,595 (1,324) (1,916) 11,247 14,679 Provision for income taxes.................. 4,695 6,751 (442) (656) 4,253 6,095 ---------- --------- ------- -------- --------- --------- Net income............................ $ 7,876 9,844 (882) (1,260) 6,994 8,584 ========== ========= ======= ======== ========= ========= FB&T Corporate and Other (1) Consolidated Totals ----------------------- ----------------------- ------------------- Nine Months Ended Nine Months Ended Nine Months Ended September 30, September 30, September 30, ----------------------- ----------------------- ------------------- 2002 2001 2002 2001 2002 2001 ---- ---- ---- ---- ---- ---- (dollars expressed in thousands) Income statement information: Interest income............................. $ 141,787 157,851 -- 54 141,787 157,905 Interest expense............................ 38,704 61,870 4,848 6,584 43,552 68,454 ---------- --------- ------- -------- --------- --------- Net interest income................... 103,083 95,981 (4,848) (6,530) 98,235 89,451 Provision for loan losses................... 22,700 2,910 -- -- 22,700 2,910 ---------- --------- ------- -------- --------- --------- Net interest income after provision for loan losses........... 80,383 93,071 (4,848) (6,530) 75,535 86,541 ---------- --------- ------- -------- --------- --------- Noninterest income.......................... 17,416 19,876 59 (131) 17,475 19,745 Noninterest expense......................... 65,056 65,346 408 477 65,464 65,823 ---------- --------- ------- -------- --------- --------- Income before provision for income taxes and cumulative effect of change in accounting principle...... 32,743 47,601 (5,197) (7,138) 27,546 40,463 Provision for income taxes.................. 12,317 18,807 (1,767) (2,453) 10,550 16,354 ---------- --------- ------- -------- --------- --------- Income before cumulative effect of change in accounting principle... 20,426 28,794 (3,430) (4,685) 16,996 24,109 Cumulative effect of change in accounting principle, net of tax.................... -- (459) -- -- -- (459) ---------- --------- ------- -------- --------- --------- Net income............................ $ 20,426 28,335 (3,430) (4,685) 16,996 23,650 ========== ========= ======= ======== ========= =========
- ----------------- (1) Corporate and other includes $721,000 and $1.0 million of guaranteed preferred debentures expense for the three months ended September 30, 2002 and 2001, respectively. The applicable income tax benefit associated with the guaranteed preferred debentures expense was $252,000 and $342,000 for the three months ended September 30, 2002 and 2001, respectively. For the nine months ended September 30, 2002 and 2001, corporate and other includes $3.0 million and $2.9 million of guaranteed preferred debentures expense, respectively. The applicable income tax benefit associated with the guaranteed preferred debentures expense was $1.1 million and $1.0 million for the nine months ended September 30, 2002 and 2001, respectively. In addition, corporate and other includes holding company expenses. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The discussion set forth in Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain forward-looking statements with respect to our financial condition, results of operations and business. These forward-looking statements are subject to certain risks and uncertainties, not all of which can be predicted or anticipated. Factors that may cause actual results to differ materially from those contemplated by the forward-looking statements herein include market conditions as well as conditions affecting the banking industry generally and factors having a specific impact on us, including but not limited to fluctuations in interest rates and in the economy, including the negative impact on the economy resulting from the events of September 11, 2001 in New York City and Washington D.C. and the national response to those events as well as the threat of future terrorist activities, potential wars and/or military actions related thereto, and domestic responses to terrorism or threats of terrorism; the impact of laws and regulations applicable to us and changes therein; the impact of accounting pronouncements applicable to us and changes therein; competitive conditions in the markets in which we conduct our operations, including competition from banking and non-banking companies with substantially greater resources, some of which may offer and develop products and services that we do not offer; our ability to control the composition of our loan portfolio without adversely affecting interest income; and our ability to respond to changes in technology. With regard to our efforts to grow through acquisitions, factors that could affect the accuracy or completeness of forward-looking statements contained herein include the potential for higher than anticipated operating costs arising from the geographic dispersion of our offices, as compared with competitors operating solely in contiguous markets; the competition of larger acquirers with greater resources than us; fluctuations in the prices at which acquisition targets may be available for sale; and the potential for difficulty or unanticipated costs in realizing the benefits of particular acquisition transactions. Readers of our Form 10-Q should therefore not place undue reliance on forward-looking statements. General We are a registered bank holding company incorporated in Delaware and headquartered in San Francisco, California. Through the operation of our subsidiaries, we offer a broad array of financial services to consumer and commercial customers. Over the years, our organization has grown significantly, primarily as a result of acquisitions, as well as through internal growth. We currently operate one banking subsidiary that has 49 branch offices in northern and southern California and eight branch offices in Houston, Dallas, Irving, McKinney and Denton, Texas. At September 30, 2002, we had total assets of $3.14 billion, loans, net of unearned discount, of $2.31 billion, total deposits of $2.58 billion and total stockholders' equity of $317.1 million. We offer a broad range of commercial and personal banking services, including demand, savings, money market and time deposit accounts. In addition, we market combined basic services for various customer groups, including packaged accounts for more affluent customers, and sweep accounts, lock-box deposits and cash management products for commercial customers. We also offer both consumer and commercial loans. Consumer lending includes residential real estate, home equity and installment lending. Commercial lending includes commercial, financial and agricultural loans, real estate construction and development loans, commercial real estate loans, commercial leasing and trade financing. Other financial services include mortgage banking, debit cards, brokerage services, credit-related insurance, internet banking, automated teller machines, telephone banking, safe deposit boxes, escrow and bankruptcy deposit services, stock option services and trust and private banking services. We operate through our wholly owned subsidiary bank holding company, The San Francisco Company, or SFC, headquartered in San Francisco, California, and its wholly owned bank subsidiary, First Bank & Trust, or FB&T, also headquartered in San Francisco, California. Primary responsibility for managing FB&T rests with its officers and directors. However, in keeping with our policy, we centralize overall corporate policies, procedures and administrative functions and provide operational support functions. This practice allows us to achieve various operating efficiencies while allowing FB&T to focus on customer service. Financial Condition Our total assets were $3.14 billion at September 30, 2002 and $3.06 billion at December 31, 2001. The increase in total assets was primarily attributable to our acquisition of the Denton and Garland, Texas branch offices of Union Planters Bank, National Association, completed on June 22, 2002, which provided assets of approximately $63.7 million. Consequently, federal funds sold increased $61.3 million from $11.3 million at December 31, 2001 to $72.6 million at September 30, 2002 due to the investment of excess funds. In addition, investment securities increased by $25.3 million to $393.5 million at September 30, 2002 from $368.2 million at December 31, 2001. The $26.6 million increase in available-for-sale investment securities, primarily reflects purchases of $306.3 million compared to sales and maturities of $280.6 million. Derivative instruments also increased $23.5 million from $28.9 million at December 31, 2001 to $52.4 million at September 30, 2002. The increase was the result of the purchase of an additional interest rate swap agreement in June 2002 and mark-to-market adjustments required under Statement of Financial Accounting Standards, or SFAS, No. 133, Accounting for Derivative Instruments and Hedging Activities, which was implemented in January 2001. See further discussion under "--Interest Rate Risk Management." The increase in total assets was offset by reduced loan demand resulting from the slowdown in economic conditions and an anticipated level of attrition associated with our acquisitions of Charter Pacific Bank and BYL Bancorp, which were completed during the fourth quarter of 2001. Loans, net of unearned discount, decreased by $12.7 million, as further discussed under "--Loans and Allowance for Loan Losses." The $64.9 million of deposits received in our branch office purchases was offset by other decreases in deposits of $37.7 million during the nine months ended September 30, 2002. The result was a net increase in total deposits to $2.58 billion at September 30, 2002 from $2.56 billion at December 31, 2001, which reflects the branch purchases, an anticipated level of attrition associated with our acquisitions in the fourth quarter of 2001 and continued aggressive competition within our market areas. In addition, certain large commercial accounts, particularly related to real estate title and escrow business, sharply reduced their deposit levels, reflecting their reduced business activity as a result of general economic conditions. Short-term borrowings increased $40.9 million to $100.7 million at September 30, 2002 from $59.8 million at December 31, 2001 due primarily to increases in securities sold under agreements to repurchase. In addition, our note payable decreased by $34.0 million to $37.0 million at September 30, 2002 from $71.0 million at December 31, 2001 due to repayments, which were funded by capital distributions from FB&T. During the nine months ended September 30, 2002, we utilized available cash to repurchase $350,000 of our common stock at an average cost of $36.85 per share. Our Board of Directors, through various resolutions passed from 1995 to 2000, has authorized the purchase of up to a cumulative total of 1,094,797 shares of common stock. As of September 30, 2002, we had purchased a total of 873,357 shares of common stock held for treasury. However, in October 2000, we issued 5,727,340 shares of our common stock and 803,429 shares of our common stock held for treasury to First Banks in conjunction with our acquisition of First Bank & Trust. Consequently, at September 30, 2002, we held 69,900 shares of common stock for treasury at an aggregate cost of $1.7 million. At September 30, 2002, we could purchase approximately 221,000 additional shares under the existing authorization. Buyout of Minority Stockholders In April 2002, First Banks proposed to our Board of Directors that it acquire all of the outstanding capital stock of FBA, which it does not already own, and all of our other stockholders would receive cash for their shares. Such a transaction would be in the form of a merger of FBA with First Banks and would require prior approval of our Board of Directors and, following the distribution of a proxy statement discussing the terms of a transaction in detail, by our stockholders. On April 25, 2002, our Board of Directors discussed the proposal and voted to form a Special Committee composed solely of directors who are not affiliated with First Banks, to analyze the terms on which such a transaction might be acceptable to FBA. The Special Committee engaged outside advisers, including its own independent legal counsel and financial advisor, to assist the Special Committee in evaluating such a transaction, including an analysis of the terms on which the transaction would be considered fair to our stockholders (other than First Banks) from a financial point of view. On September 23, 2002, we signed an agreement and plan of merger pursuant to which First Banks will acquire all of our outstanding capital stock that is not already owned by First Banks for a price of $40.54 per share. At September 30, 2002, we had 801,453 shares, or approximately 6.24% of our outstanding stock, held publicly. First Banks owned the other 93.76%. The merger agreement provides for the merger of FBA Acquisition Corporation with and into FBA. Upon consummation of the merger, the legal existence of FBA Acquisition Corporation and FBA will be combined and FBA will become a wholly owned subsidiary of First Banks. At that time, FBA will then be merged with and into First Banks. The transaction, which is subject to stockholder approval, is expected to be completed in December 2002. Results of Operations Net Income Net income was $7.0 million, or $0.54 per share on a diluted basis, for the three months ended September 30, 2002, compared to $8.6 million, or $0.71 per share on a diluted basis, for the comparable period in 2001. Net income for the nine months ended September 30, 2002 and 2001 was $17.0 million and $23.7 million, or $1.32 and $1.96 per share on a diluted basis, respectively. The implementation of SFAS No. 142, Goodwill and Other Intangible Assets, on January 1, 2002, resulted in the discontinuation of the amortization of certain intangibles associated with the purchase of subsidiaries. If we had implemented SFAS No. 142 at the beginning of 2001, net income for the quarter ended September 30, 2001 would have increased $1.3 million to $9.9 million, or $0.82 per share on a fully diluted basis, and net income for the nine months ended September 30, 2001 would have increased $4.0 million to $27.7 million, or $2.29 per share on a fully diluted basis. In addition, the implementation of SFAS No. 133, on January 1, 2001, resulted in the recognition of a cumulative effect of change in accounting principle of $459,000, net of tax, which reduced net income in 2001. Excluding this item, net income was $24.1 million, or $2.00 per share on a diluted basis, for the nine months ended September 30, 2001. The accounting for derivatives under the requirements of SFAS No. 133 will continue to have an impact on future financial results as further discussed under "--Noninterest Income." The decline in earnings for the nine months ended September 30, 2002 primarily reflects significantly increased provisions for loan losses associated with increased loan charge-off, delinquency and nonperforming trends we are experiencing as a result of current economic conditions. See further discussion under "--Provision for Loan Losses." The effects of our asset quality problems were partially offset by the net interest income generated by our acquisitions of Charter Pacific Bank and BYL Bancorp in October 2001. Net Interest Income Net interest income (expressed on a tax-equivalent basis) was $34.1 million, or 4.88% of average interest-earning assets, for the three months ended September 30, 2002, in comparison to $30.2 million, or 4.97% of average interest-earning assets, for the comparable period in 2001, respectively. For the nine months ended September 30, 2002 and 2001, net interest income (expressed on a tax-equivalent basis) was $98.2 million, or 4.86% of average interest-earning assets, and $89.5 million, or 5.01% of average interest-earning assets, respectively. We credit the increased net interest income primarily to the net interest-earning assets provided by our acquisitions completed during the fourth quarter of 2001 and the second quarter of 2002 as well as earnings associated with our interest rate swap agreements that we entered into in connection with our interest rate risk management program. As further discussed under "--Interest Rate Risk Management," for the three and nine months ended September 30, 2002, these agreements provided net interest income of $6.9 million and $19.4 million, respectively, in comparison to $3.5 million and $6.5 million for the comparable periods in 2001. The increase in net interest income, however, was partially offset by reductions in prevailing interest rates during 2001, generally weaker loan demand and overall economic conditions, resulting in the decline in our net interest margin. Guaranteed preferred debentures expense was $721,000 and $3.0 million for the three and nine months ended September 30, 2002, compared to $1.0 and $2.9 million for the comparable periods in 2001, respectively. The decrease for the three months ended September 30, 2002 reflects the earnings associated with our interest rate swap agreement entered into on June 30, 2002 (see "--Interest Rate Risk Management"). Partially offsetting the decrease in guaranteed preferred debentures expense for the three months ended September 30, 2002, and contributing to the increase for the nine months ended September 30, 2002 is a change in estimate regarding the amortization period over which the deferred issuance costs are being amortized. Average loans, net of unearned discount, were $2.30 billion for the three and nine months ended September 30, 2002, in comparison to $2.07 billion and $2.06 billion for the comparable periods in 2001, respectively. The yield on our loan portfolio, however, decreased to 7.45% and 7.51% for the three and nine months ended September 30, 2002, respectively, from 8.72% and 9.19% for the comparable periods in 2001. This was a major contributor to the decline in our net interest margin of nine basis points and 15 basis points for the three and nine months ended September 30, 2002, respectively, from the comparable periods in 2001. We attribute the decline in yields and our net interest margin primarily to the decreases in prevailing interest rates during 2001. During the period from January 1, 2001 through December 31, 2001, the Board of Governors of the Federal Reserve System decreased the targeted Federal funds rate 11 times, resulting in 11 decreases in the prime rate of interest from 9.50% to 4.75%. This is reflected not only in the rate of interest earned on loans that are indexed to the prime rate, but also in other assets and liabilities which either have variable or adjustable rates, or which matured or repriced during this period. As discussed above, the reduced level of interest income earned on our loan portfolio as a result of declining interest rates and increased competition within our market areas was partially mitigated by the earnings associated with our interest rate swap agreements. For the three and nine months ended September 30, 2002, the aggregate weighted average rate paid on our deposit portfolio declined to 2.29% and 2.48%, respectively, from 3.93% and 4.42% for the comparable periods in 2001. We attribute the decline primarily to rates paid on our savings and time deposits, which have continued to decline in conjunction with the interest rate reductions previously discussed. The decrease in rates paid for the three and nine months ended September 30, 2002 is a result of generally decreasing interest rates during 2001. However, the competitive pressures on deposits within our market areas precluded us from fully reflecting the general interest rate decreases in our deposit pricing and still providing an adequate funding source for loans. The aggregate weighted average rate paid on our note payable and short-term borrowings decreased to 2.77% and 3.01% for the three and nine months ended September 30, 2002, respectively, from 4.89% and 5.95% for the comparable periods in 2001, which is reflective of the current rate environment for these instruments. Amounts outstanding under our $100.0 million revolving note payable to First Banks bear interest at an annual rate of one-quarter percent less than the "Prime Rate" as reported in the Wall Street Journal. Thus, our revolving note payable represents a relatively high-cost funding source as increased advances have the effect of increasing the weighted average rate of non-deposit liabilities. The overall cost of this funding source, however, has been significantly mitigated by the reductions in the prime lending rate during 2001 and in the average outstanding balance of the note payable in 2002, which was $47.6 million and $53.5 million for the three and nine months ended September 30, 2002, compared to $48.5 million and $65.1 million for the comparable periods in 2001. The aggregate weighted average rate paid on our guaranteed preferred debentures was 6.26% and 9.07% for the three and nine months ended September 30, 2002, respectively, in comparison to 8.73% and 8.83% for the comparable periods in 2001. The decreased rate for the three months ended September 30, 2002 primarily reflects the earnings impact of our interest rate swap agreement entered into on June 30, 2002. The overall rate increase for 2002 is due to the change in estimate regarding the period over which the deferred issuance costs associated with these obligations are being amortized. The following table sets forth, on a tax-equivalent basis, certain information relating to our average balance sheets, and reflects the average yield earned on interest-earning assets, the average cost of interest-bearing liabilities and the resulting net interest income for the periods indicated.
Three Months Ended September 30, Nine Months Ended September 30, ------------------------------------------------- ----------------------------------------------- 2002 2001 2002 2001 ------------------------- ---------------------- --------------------- ------------------------- Interest Interest Interest Interest Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Average Income/ Yield/ Balance Expense Rate Balance Expense Rate Balance Expense Rate Balance Expense Rate ------- ------- ---- ------- ------- ---- ------- ------- ---- ------- ------- ---- (dollars expressed in thousands) Assets ------ Interest-earning assets: Loans (1)(2)(3)(4)........... $2,296,305 43,103 7.45% $2,068,463 45,467 8.72% $2,300,278 129,142 7.51% $2,061,680 141,784 9.19% Investment securities (4).... 396,928 4,222 4.22 233,752 3,700 6.28 345,923 11,963 4.62 236,077 12,439 7.04 Federal funds sold and other. 78,960 329 1.65 108,056 1,618 5.94 56,616 683 1.61 87,880 3,682 5.60 ---------- ------ ---------- ------ ---------- ------- ---------- ------- Total interest- earning assets.......... 2,772,193 47,654 6.82 2,410,271 50,785 8.36 2,702,817 141,788 7.01 2,385,637 157,905 8.85 ------ ------ ------- ------- Nonearning assets............... 341,644 265,746 335,674 268,870 ---------- ---------- ---------- ---------- Total assets............... $3,113,837 $2,676,017 $3,038,491 $2,654,507 ========== ========== ========== ========== Liabilities and Stockholders' Equity -------------------- Interest-bearing liabilities: Interest-bearing demand deposits........... $ 314,273 727 0.92% $ 239,249 939 1.56% $ 309,146 2,318 1.00% $ 221,832 2,780 1.68% Savings deposits............. 969,416 4,482 1.83 786,044 6,644 3.35 937,664 13,705 1.95 756,806 21,748 3.84 Time deposits of $100 or more.................... 301,910 2,684 3.53 303,962 3,987 5.20 297,688 8,641 3.88 302,907 12,773 5.64 Other time deposits (3)...... 483,853 4,032 3.31 507,957 6,652 5.20 474,416 12,770 3.60 536,525 22,765 5.67 ---------- ------ ---------- ------ ---------- ------- ---------- ------- Total interest- bearing deposits......... 2,069,452 11,925 2.29 1,837,212 18,222 3.93 2,018,914 37,434 2.48 1,818,070 60,066 4.42 Note payable and short-term borrowings....... 127,797 891 2.77 112,512 1,388 4.89 136,564 3,072 3.01 122,675 5,463 5.95 Guaranteed preferred debentures (3)........... 45,701 721 6.26 44,321 975 8.73 44,905 3,046 9.07 44,306 2,925 8.83 ---------- ------ --------- ------ ---------- ------- ---------- ------- Total interest-bearing liabilities............. 2,242,950 13,537 2.39 1,994,045 20,585 4.10 2,200,383 43,552 2.65 1,985,051 68,454 4.61 ------ ------ ------- ------- Noninterest-bearing liabilities: Demand deposits.............. 504,035 412,366 491,802 412,017 Other liabilities............ 55,319 39,176 47,848 39,327 ---------- ---------- ---------- --------- Total liabilities.......... 2,802,304 2,445,587 2,740,033 2,436,395 Stockholders' equity............ 311,533 230,430 298,458 218,112 ---------- ---------- ---------- --------- Total liabilities and stockholders' equity.... $3,113,837 $2,676,017 $3,038,491 $2,654,507 ========== ========== ========== ========== Net interest income............. 34,117 30,200 98,236 89,451 ====== ====== ====== ======= Interest rate spread............ 4.43 4.26 4.36 4.24 Net interest margin (5)......... 4.88% 4.97% 4.86% 5.01% ==== ==== ==== ==== - ------------------------- (1) For purposes of these computations, nonaccrual loans are included in the average loan amounts. (2) Interest income on loans includes loan fees. (3) Interest income and interest expense include the effects of interest rate swap agreements. (4) Information is presented on a tax-equivalent basis assuming a tax rate of 35%. The tax-equivalent adjustments were approximately $1,000 for the three and nine months ended September 30, 2002. (5) Net interest margin is the ratio of net interest income (expressed on a tax-equivalent basis) to average interest-earning assets.
Provision for Loan Losses The provision for loan losses was $7.2 million and $22.7 million for the three and nine months ended September 30, 2002, compared to $2.0 million and $2.9 million for the comparable periods in 2001, respectively. The increase in the provision for loan losses reflects a higher level of problem loans and related loan charge-offs and past due loans resulting from the economic conditions within our markets. Loan charge-offs were $5.1 million and $24.4 million for the three and nine months ended September 30, 2002, respectively, in comparison to $1.9 million and $7.7 million for the comparable periods in 2001. The increase in loan charge-offs for the three and nine months ended September 30, 2002 primarily reflects the slowdown in economic conditions prevalent within our markets as well as an aggregate of $12.9 million of loan charge-offs on four large credit relationships, representing over 52% of loan charge-offs in 2002. Loan recoveries were $2.1 million and $5.6 million for the three and nine months ended September 30, 2002, respectively, in comparison to $1.5 million and $3.1 million for the comparable periods in 2001. Additionally, nonperforming assets and past due loans have increased $4.1 million to $51.6 million at September 30, 2002 from $47.5 million at December 31, 2001. Our overall nonperforming and past due trends remain at higher than historical levels and are expected to remain at these levels in the near future. Management considered these trends in it overall assessment of the adequacy of the allowance for loan losses. Tables summarizing nonperforming assets, past due loans and charge-off and recovery experience are presented under "--Loans and Allowance for Loan Losses." Noninterest Income Noninterest income was $6.8 million and $17.5 million for the three and nine months ended September 30, 2002, respectively, in comparison to $9.0 million and $19.7 million for the comparable periods in 2001. Noninterest income primarily consists of service charges on deposit accounts and customer service fees, bank-owned life insurance investment income, net gains on derivative instruments and other income. Service charges on deposit accounts and customer service fees increased to $3.6 million and $9.5 million for the three and nine months ended September 30, 2002, respectively, from $2.4 million and $6.6 million for the comparable periods in 2001. We attribute the increase in service charges and customer service fees to: >> our acquisitions completed during 2001 and 2002; >> additional products and services available and utilized by our expanding base of consumer and corporate customers; >> increased fee income resulting from revisions of our customer service charge rates, effective July 1, 2002, and enhanced control of fee waivers; and >> increased income associated with automated teller machine services and debit cards. Bank-owned life insurance investment income was $475,000 and $1.4 million for the three and nine months ended September 30, 2002, respectively, in comparison to $320,000 and $986,000 for the comparable periods in 2001. The increase for 2002 reflects changes in the portfolio mix of the underlying investments which improved our return on this product as well as the reinvestment of earnings. The net gain on derivative instruments was $582,000 and $443,000 for the three and nine months ended September 30, 2002, respectively, in comparison to $5.1 million and $8.0 million for the comparable periods in 2001. The decrease in income from derivative instruments reflects $2.1 million of gains resulting from the termination of certain interest rate swap agreements during the second quarter of 2001, the sale of the interest rate floor agreements in November 2001 and changes in the fair value of our interest rate cap agreement and fair value hedges. Other income was $2.2 million and $6.1 million for the three and nine months ended September 30, 2002, respectively, in comparison to $1.3 million and $4.4 million for the comparable periods in 2001. We attribute the primary components of the increase to: >> our acquisitions completed during 2001 and 2002; >> increased earnings associated with our international banking products; >> increased loan servicing fees; >> increased earnings associated with our official check processing program, in which we earn a fee based upon the amount of official checks issued and outstanding; and >> a gain of approximately $448,000 on the sale of certain operating lease equipment associated with equipment leasing activities that were acquired in conjunction with our acquisition of Bank of San Francisco. Noninterest Expense Noninterest expense was $22.4 million and $65.5 million for the three and nine months ended September 30, 2002, respectively, compared to $22.5 million and $65.8 million for the comparable periods in 2001. Noninterest expense consists primarily of salaries and employee benefits, occupancy, net of rental income, information technology fees, legal, examination and professional fees and other expense. Salaries and employee benefits were $9.0 million and $26.8 million for the three and nine months ended September 30, 2002, respectively, in comparison to $8.0 million and $24.3 million for the comparable periods in 2001. We primarily associate the increase with our 2001 acquisitions. However, the increase also reflects the higher salary and employee benefit costs associated with employing and retaining qualified personnel. In addition, the increase includes various additions to staff throughout 2001 to enhance senior management expertise and expand our product lines. Occupancy, net of rental income, and furniture and equipment expense was $5.1 million and $12.6 million for the three and nine months ended September 30, 2002, respectively, in comparison to $3.4 million and $10.2 million for the comparable periods in 2001. We primarily attribute the increase to our 2001 acquisitions, including certain nonrecurring expenses associated with lease obligation terminations, the relocation of certain branches and operational areas, increased depreciation expense associated with numerous capital expenditures and the continued expansion and renovation of various corporate and branch offices. Information technology fees were $2.4 million and $7.7 million for the three and nine months ended September 30, 2002, respectively, in comparison to $2.6 million and $7.4 million for the comparable periods in 2001. As more fully described in Note 5 to our consolidated financial statements, First Services, L.P. provides information technology and operational support to FB&T and us. We attribute the increased fees to growth and technological advancements consistent with our product and services offerings, and continued upgrades to technological equipment, networks and communication channels. Legal, examination and professional fees were $2.1 million and $7.4 million for the three and nine months ended September 30, 2002, respectively, in comparison to $3.1 million and $7.8 million for comparable periods in 2001. The decrease in these fees is primarily due to a decrease in management fees paid to First Banks for various corporate services offset by our expanded utilization of legal and professional services in conjunction with general corporate activities. See Note 5 to our consolidated financial statements for a further discussion of transactions with related parties. Amortization of intangibles associated with the purchase of subsidiaries was $300,000 and $832,000 for the three and nine months ended September 30, 2002, respectively, in comparison to $1.4 million and $4.1 million for the comparable periods in 2001. As more fully discussed in Note 3 to our consolidated financial statements, the significant decrease for 2002 is primarily attributable to the implementation of SFAS No. 142 in January 2002. Other expense was $2.6 million and $7.2 million for the three and nine months ended September 30, 2002, respectively, in comparison to $3.3 million and $9.3 million for the comparable periods in 2001. Other expense encompasses numerous general and administrative expenses including travel, meals and entertainment, insurance, freight and courier services, correspondent bank charges, miscellaneous losses and recoveries, memberships and subscriptions and transfer agent fees. We attribute the majority of the decrease in other expense in 2002 to a $1.8 million charge in 2001 associated with the establishment of a specific reserve on an unfunded letter of credit. The overall decrease was partially offset by expenses relating to our acquisitions completed during 2001, including certain nonrecurring expenses associated with those acquisitions, and overall continued growth and expansion of our banking franchise. Provision for Income Taxes The provision for income taxes was $4.3 million and $10.6 million for the three and nine months ended September 30, 2002, representing an effective income tax rate of 37.8% and 38.3%, respectively, in comparison to $6.1 million and $16.4 million, representing an effective income tax rate of 41.5% and 40.4%, for the comparable periods in 2001, respectively. The decrease in the effective income tax rate for 2002 reflects the significant decline in amortization of intangibles associated with the purchase of subsidiaries, in accordance with the requirements of SFAS No. 142, which is not deductible for tax purposes. Interest Rate Risk Management We utilize derivative financial instruments to assist in our management of interest rate sensitivity by modifying the repricing, maturity and option characteristics of certain assets and liabilities. The derivative instruments we hold are summarized as follows:
September 30, 2002 December 31, 2001 ------------------------ ----------------------- Notional Credit Notional Credit Amount Exposure Amount Exposure ------ -------- ------ -------- (dollars expressed in thousands) Cash flow hedges..................................... $605,000 1,038 555,000 1,006 Fair value hedges.................................... 100,900 2,196 54,900 1,881 Interest rate cap agreement.......................... 150,000 142 150,000 688 ======== ===== ======= ======
The notional amounts of derivative financial instruments do not represent amounts exchanged by the parties and, therefore, are not a measure of our credit exposure through our use of these instruments. The credit exposure represents the accounting loss we would incur in the event the counterparties failed completely to perform according to the terms of the derivative financial instruments and the collateral held to support the credit exposure was of no value. During the three and nine months ended September 30, 2002, the net interest income realized on our derivative financial instruments was $6.9 million and $19.4 million, respectively, in comparison to $3.5 million and $6.5 million for the comparable periods in 2001. The increase is primarily due to the interest income associated with the additional swap agreement entered into during June 2002 as well as the decline in prevailing interest rates. In addition, we realized a net gain on derivative instruments, which is included in noninterest income, of $582,000 and $443,000 for the three and nine months ended September 30, 2002, respectively, in comparison to $5.1 million and $8.0 million for the comparable periods in 2001. The net decrease in income from 2001 reflects $2.1 million of gains resulting from the termination of certain interest rate swap agreements during the second quarter of 2001, the sale of the interest rate floor agreements in November 2001 and changes in the fair value of our interest cap agreement and fair value hedges. Cash Flow Hedges During September 2000, March 2001, April 2001 and March 2002, we entered into $300.0 million, $200.0 million, $130.0 million and $50.0 million notional amount, respectively, of interest rate swap agreements to effectively lengthen the repricing characteristics of certain interest-earning assets to correspond more closely with their funding source with the objective of stabilizing cash flow, and accordingly, net interest income over time. The underlying hedged assets are certain loans within our commercial loan portfolio. The swap agreements, which have been designated as cash flow hedges, provide for us to receive a fixed rate of interest and pay an adjustable rate of interest equivalent to the weighted average prime lending rate minus 2.70%, 2.82%, 2.82% and 2.80%, respectively. The terms of the swap agreements provide for us to pay and receive interest on a quarterly basis. In November 2001, we terminated $75.0 million notional amount of the swap agreements originally entered into in April 2001, which would have expired in April 2006, in order to appropriately modify our overall hedge position in accordance with our interest rate risk management program. We recorded a pre-tax gain of $2.6 million in conjunction with the termination of these swap agreements. The amount receivable by us under the swap agreements was $1.6 million and $1.7 million at September 30, 2002 and December 31, 2001, respectively, and the amount payable by us was $583,000 and $647,000 at September 30, 2002 and December 31, 2001, respectively.
The maturity dates, notional amounts, interest rates paid and received and fair value of our interest rate swap agreements designated as cash flow hedges as of September 30, 2002 and December 31, 2001 were as follows: Notional Interest Rate Interest Rate Fair Maturity Date Amount Paid Received Value ------------- ------ ---- -------- ----- (dollars expressed in thousands) September 30, 2002: March 14, 2004........................... $ 50,000 1.95% 3.93% $ 1,452 September 20, 2004....................... 300,000 2.05 6.78 26,963 March 21, 2005........................... 200,000 1.93 5.24 14,044 April 2, 2006............................ 55,000 1.93 5.45 4,980 --------- -------- $ 605,000 1.99 5.91 $ 47,439 ========= ===== ===== ======== December 31, 2001: September 20, 2004....................... $ 300,000 2.05% 6.78% $ 20,490 March 21, 2005........................... 200,000 1.93 5.24 4,951 April 2, 2006............................ 55,000 1.93 5.45 1,268 --------- -------- $ 555,000 1.99 6.09 $ 26,709 ========= ===== ===== ========
Fair Value Hedges We entered into the following interest rate swap agreements, designated as fair value hedges, to effectively shorten the repricing characteristics of certain interest-bearing liabilities to correspond more closely with their funding source with the objective of stabilizing net interest income over time: >> During January 2001, we entered into $54.9 million notional amount of interest rate swap agreements that provide for us to receive a fixed rate of interest and pay an adjustable rate of interest equivalent to the three-month London Interbank Offering Rate. The underlying hedged liabilities are a portion of other time deposits. The terms of the swap agreements provide for us to pay interest on a quarterly basis and receive interest on a semiannual basis. The amount receivable by us under the swap agreements was $686,000 and $1.4 million at September 30, 2002 and December 31, 2001, respectively, and the amount payable by us under the swap agreements was $238,000 and $318,000 at September 30, 2002 and December 31, 2001, respectively. >> During June 2002, we entered into $46.0 million notional amount of interest rate swap agreements that provide for us to receive a fixed rate of interest and pay an adjustable rate of interest equivalent to the three-month London Interbank Offering Rate plus 1.97%. The underlying hedged liabilities are our guaranteed preferred beneficial interests in First Banks America, Inc. subordinated debentures. The terms of the swap agreements provide for us to pay and receive interest on a quarterly basis. At September 30, 2002, there were no amounts receivable or payable by us under the swap agreement. The maturity dates, notional amounts, interest rates paid and received and fair value of our interest rate swap agreements designated as fair value hedges as of September 30, 2002 and December 31, 2001 were as follows:
Notional Interest Rate Interest Rate Fair Maturity Date Amount Paid Received Value ------------- ------ ---- -------- ----- (dollars expressed in thousands) September 30, 2002: January 9, 2004........................... $ 10,000 1.86% 5.37% $ 444 January 9, 2006........................... 44,900 1.86 5.51 4,013 June 30, 2028............................. 46,000 3.83 8.50 336 --------- ------- $ 100,900 2.76 6.86 $ 4,793 ========= ===== ===== ======= December 31, 2001: January 9, 2004........................... $ 10,000 2.48% 5.37% $ 352 January 9, 2006........................... 44,900 2.48 5.51 1,160 --------- ------- $ 54,900 2.48 5.48 $ 1,512 ========= ===== ===== =======
Interest Rate Cap Agreement In conjunction with the interest rate swap agreements maturing September 20, 2004, we also entered into a four-year $150.0 million notional amount interest rate cap agreement to limit the net interest expense associated with our interest rate swap agreements in the event of a rising rate scenario. The interest rate cap agreement provides for us to receive a quarterly adjustable rate of interest equivalent to the differential between the three-month London Interbank Offering Rate and the strike price of 7.50% should the three-month London Interbank Offering Rate exceed the strike price. At September 30, 2002 and December 31, 2001, the carrying value of this interest rate cap agreement, which is included in derivative instruments in the consolidated balance sheets, was $142,000 and $688,000, respectively. Pledged Collateral At September 30, 2002 and December 31, 2001, we had pledged investment securities available for sale with a carrying value of $709,000 and $894,000, respectively, in connection with our interest rate swap agreements. In addition, at September 30, 2002 and December 31, 2001, we had accepted, as collateral in connection with the interest rate swap agreements, cash of $49.6 million and $1.5 million, respectively. At December 31, 2001, we had also accepted investment securities with a fair value of $28.5 million as collateral in connection with our interest rate swap agreements. We are permitted by contract to sell or repledge the collateral accepted from our counterparties, however, at September 30, 2002 and December 31, 2001, we had not done so. Loans and Allowance for Loan Losses Interest earned on our loan portfolio represents our principal source of income. Interest and fees on loans were 90.4% and 91.1% of total interest income for the three and nine months ended September 30, 2002, respectively, in comparison to 89.5% and 89.8% for the comparable periods in 2001. Total loans, net of unearned discount, were $2.31 billion, or 73.6% of total assets, at September 30, 2002, compared to $2.32 billion, or 75.9% of total assets, at December 31, 2001. The decrease in loans, as reflected on our consolidated balance sheets, is primarily attributable to an anticipated amount of attrition associated with our acquisitions completed during the fourth quarter of 2001, current economic conditions prevalent within our markets resulting in lower loan demand, a decreased level of loans purchased from First Bank and the continued decline in our existing consumer and installment portfolio. Commensurate with our prescribed credit exposure guidelines for extending credit, loan participations sold to and purchased from First Bank were $184.6 million and $64.3 million at September 30, 2002, respectively, in comparison to $137.6 million and $93.1 million at December 31, 2001. See Note 5 to the consolidated financial statements for further discussion of transactions with related parties. Nonperforming assets include nonaccrual loans, restructured loans and other real estate. The following table presents the categories of nonperforming assets and certain ratios as of the dates indicated:
September 30, December 31, 2002 2001 ---- ---- (dollars expressed in thousands) Nonperforming loans........................................................ $ 33,923 19,564 Other real estate.......................................................... 239 547 ----------- --------- Total nonperforming assets........................................ $ 34,162 20,111 =========== ========= Loans, net of unearned discount............................................ $ 2,310,588 2,323,263 =========== ========= Loans past due: Over 30 days to 90 days................................................ $ 14,834 18,713 Over 90 days and still accruing........................................ 2,644 8,660 ----------- --------- Total past due loans.............................................. $ 17,478 27,373 =========== ========= Ratio of: Allowance for loan losses to loans..................................... 2.02% 1.84% Nonperforming loans to loans........................................... 1.47 0.84 Allowance for loan losses to nonperforming loans....................... 137.47 218.37 Nonperforming assets to loans and other real estate.................... 1.48 0.87 =========== =========
Nonperforming loans, consisting of loans on nonaccrual status and certain restructured loans, were $33.9 million at September 30, 2002, in comparison to $19.6 million at December 31, 2001. Past due loans have decreased 36.1% at September 30, 2002 compared to December 31, 2001, however, they remain at higher-than-normal levels, further contributing to the need for increased provisions for loan losses in 2002. In addition, net loan charge-offs increased significantly to $3.0 million and $18.8 million for the three and nine months ended September 30, 2002, respectively, from $383,000 and $4.6 million for the comparable periods in 2001, primarily due to the slowdown in economic conditions as well as charge-offs aggregating $12.9 million on four large credit relationships, representing over 52% of loan charge-offs in 2002. We attribute the higher trends in nonperforming and past due loans and charge-offs to economic conditions in our markets and we anticipate these trends will continue in the near future. The following table is a summary of our loan loss experience for the periods indicated:
Three Months Ended Nine Months Ended September 30, September 30, ------------------- ----------------- 2002 2001 2002 2001 ---- ---- ---- ---- (dollars expressed in thousands) Allowance for loan losses, beginning of period............ $ 42,459 34,586 42,721 37,930 --------- -------- --------- -------- Loans charged-off......................................... (5,085) (1,902) (24,414) (7,699) Recoveries of loans previously charged-off................ 2,059 1,519 5,626 3,062 --------- -------- --------- -------- Net loan charge-offs...................................... (3,026) (383) (18,788) (4,637) --------- -------- --------- -------- Provision for loan losses................................. 7,200 2,000 22,700 2,910 --------- -------- --------- -------- Allowance for loan losses, end of period.................. $ 46,633 36,203 46,633 36,203 ========= ======== ========= ========
The allowance for loan losses is monitored on a monthly basis. Each month, the credit administration department provides management with detailed lists of loans on the watch list and summaries of the entire loan portfolio of FB&T by risk rating. These are coupled with analyses of changes in the risk profile of the portfolio, changes in past-due and nonperforming loans and changes in watch list and classified loans over time. In this manner, we continually monitor the overall increases or decreases in the level of risk in the portfolio. Factors are applied to the loan portfolio for each category of loan risk to determine acceptable levels of allowance for loan losses. We derive these factors primarily from the actual loss experience of FB&T and from published national surveys of norms in the industry. The calculated allowance required for the portfolio is then compared to the actual allowance balance to determine the provision necessary to maintain the allowance at an appropriate level. In addition, management exercises a certain degree of judgment in its analysis of the overall adequacy of the allowance for loan losses. In its analysis, management considers the change in the portfolio, including growth, composition, nonperforming loans, the ratio of net loans to total assets, and the economic conditions of the regions in which we operate. Based on this quantitative and qualitative analysis, provisions are made to our allowance for loan losses. Such provisions are reflected in our consolidated statements of income. Liquidity Our liquidity and the liquidity of FB&T is the ability to maintain a cash flow, which is adequate to fund operations, service debt obligations and meet other commitments on a timely basis. FB&T receives funds for liquidity from customer deposits, loan payments, maturities of loans and investments, sales of investments and earnings. In addition, we may avail ourselves of other sources of funds by issuing certificates of deposit in denominations of $100,000 or more, borrowing federal funds, selling securities under agreements to repurchase and utilizing borrowings from the Federal Home Loan Bank and other borrowings, including our revolving note payable to First Banks. The aggregate funds acquired from these sources were $433.9 million and $445.1 million at September 30, 2002 and December 31, 2001, respectively. The following table presents the maturity structure of these other sources of funds, which consists of certificates of deposit of $100,000 or more, short-term borrowings and our revolving note payable, at September 30, 2002:
(dollars expressed in thousands) Three months or less................................................... $ 180,872 Over three months through six months................................... 63,154 Over six months through twelve months.................................. 83,324 Over twelve months..................................................... 106,597 --------- Total......................................................... $ 433,947 =========
We have periodically borrowed from First Banks under our revolving note payable. Borrowings under the revolving note payable have been utilized to facilitate the funding of our acquisitions, support repurchases of common stock from time to time and for other corporate purposes. Borrowings under the revolving note payable bear interest at an annual rate of one-quarter percent less than the "Prime Rate" as reported in the Wall Street Journal. The principal under the revolving note payable is due and payable on February 24, 2003 and interest is payable on a quarterly basis. At September 30, 2002 and December 31, 2001, there were $37.0 million and $71.0 million of advances outstanding under our revolving note payable. See Note 5 to the consolidated financial statements. In addition to these sources of funds, FB&T has established a borrowing relationship with the Federal Reserve Bank of San Francisco. This borrowing relationship, which is secured by commercial loans, provides an additional liquidity facility that may be utilized for contingency purposes. At September 30, 2002 and December 31, 2001, FB&T's borrowing capacity under this agreement was approximately $785.2 million and $774.5 million, respectively. In addition, FB&T's borrowing capacity through its relationship with the Federal Home Loan Bank was approximately $1.3 million and $1.0 million at September 30, 2002 and December 31, 2001, respectively. FB&T had no amounts outstanding under either of these agreements at September 30, 2002 and December 31, 2001, however, under a separate Federal Home Loan Bank agreement, FB&T had advances outstanding of $10.0 million and $10.5 million at September 30, 2002 and December 31, 2001, respectively. Management believes the available liquidity and operating results of FB&T will be sufficient to provide funds for growth and to permit the distribution of dividends to us sufficient to meet our operating and debt service requirements, both on a short-term and long-term basis, and to pay the dividends on the trust preferred securities issued by our financing subsidiary, First America Capital Trust. ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK At December 31, 2001, our risk management program's simulation model indicated a loss of projected net interest income in the event of a decline in interest rates. While a decline in interest rates of less than 100 basis points was projected to have a relatively minimal impact on our net interest income, an instantaneous, parallel decline in the interest yield curve of 100 basis points indicated a pre-tax projected loss of approximately 5.5% of net interest income, based on assets and liabilities at December 31, 2001. At September 30, 2002, we remain in an "asset-sensitive" position and thus, remain subject to a higher level of risk in a declining interest rate environment. Although we do not anticipate that instantaneous shifts in the yield curve as projected in our simulation model are likely, these are indications of the effects that changes in interest rates would have over time. Our asset-sensitive position, coupled with reductions in prevailing interest rates throughout 2001, is reflected in our reduced net interest margin for the three and nine months ended September 30, 2002 as compared to the comparable periods in 2001 and further discussed under "--Results of Operations." During the three and nine months ended September 30, 2002, our asset-sensitive position and overall susceptibility to market risks have not changed materially. ITEM 4 - CONTROLS AND PROCEDURES Within the 90-day period prior to the filing date of this report, our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our "disclosure controls and procedures" (as defined in rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) and concluded on the basis of the evaluation that, as of the date of such evaluation, our disclosure controls and procedures were effective. There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of that evaluation. PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) The exhibits are numbered in accordance with the Exhibit Table of Item 601 of Regulation S-K. Exhibit Number Description -------------- ----------- 10(a) Agreement and Plan of Merger dated September 23, 2002, by and among First Banks, Inc., FBA Acquisition Corporation and First Banks America, Inc. (filed as Exhibit 99.2 to the Form 8-K/A, dated November 8, 2002, and incorporated herein by reference). (b) We filed two current reports on Form 8-K for the three months ended September 30, 2002 as follows: >> August 14, 2002 - Item 5 of the report references a press release announcing an agreement in principle between FBA and First Banks for the buyout of FBA's publicly held common shares. >> September 24, 2002 - Item 5 of the report references a press release announcing the signing of an agreement and plan of merger between FBA and First Banks that provides for the buyout of FBA's publicly held common shares and the merger of a wholly owned subsidiary of First Banks with and into FBA. (This Form 8-K/A was corrected in a Form 8-K/A filed on November 8, 2002.) SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. FIRST BANKS AMERICA, INC. By: /s/ James F. Dierberg ----------------------------------------- James F. Dierberg Chairman of the Board of Directors, President and Chief Executive Officer November 12, 2002 (Principal Executive Officer) By: /s/ Allen H. Blake ----------------------------------------- Allen H. Blake Executive Vice President and Chief Financial Officer November 12, 2002 (Principal Financial and Accounting Officer) CERTIFICATION REQUIRED BY RULES 13A-14 AND 15D-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, James F. Dierberg, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Banks America, Inc. (the "registrant"); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "evaluation date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the evaluation date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 FIRST BANKS AMERICA, INC. By:/s/ James F. Dierberg ----------------------------------------- James F. Dierberg Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer) CERTIFICATION REQUIRED BY RULES 13A-14 AND 15D-14 UNDER THE SECURITIES EXCHANGE ACT OF 1934 I, Allen H. Blake, certify that: 1. I have reviewed this quarterly report on Form 10-Q of First Banks America, Inc. (the "registrant"); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "evaluation date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the evaluation date. 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 12, 2002 FIRST BANKS AMERICA, INC. By: /s/ Allen H. Blake -------------------------------- Allen H. Blake Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) CERTIFICATION OF PERIODIC REPORT I, James F. Dierberg, Chairman of the Board of Directors, President and Chief Executive Officer of First Banks America, Inc. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2002 (the Report) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 12, 2002 /s/ James F. Dierberg ----------------------------------------- James F. Dierberg Chairman of the Board of Directors, President and Chief Executive Officer CERTIFICATION OF PERIODIC REPORT I, Allen H. Blake, Executive Vice President and Chief Financial Officer of First Banks America, Inc. (the Company), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that: (1) the Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2002 (the Report) fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 12, 2002 /s/ Allen H. Blake ----------------------------------- Allen H. Blake Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----