-----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, ARZjbrlvpBO6N7KekVSEyk1brgdEKpgMSMWboW6MrDFt560j/5e4KLcqCVUR8r+H cCPIX+DBOkYk3OWsamlP0Q== 0000950128-07-000038.txt : 20070719 0000950128-07-000038.hdr.sgml : 20070719 20070719172546 ACCESSION NUMBER: 0000950128-07-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20070718 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070719 DATE AS OF CHANGE: 20070719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31940 FILM NUMBER: 07989766 BUSINESS ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 724-981-6000 MAIL ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 8-K 1 l27094ae8vk.txt F.N.B. CORPORATION 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2007 -------------- F.N.B. CORPORATION ----------------------------------------------------- (Exact name of registrant as specified in its charter) FLORIDA ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 001-31940 25-1255406 ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) One F.N.B. Boulevard, Hermitage, PA 16148 ---------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (724) 981-6000 ------------------------------------------------------- (Registrant's telephone number, including area code) ------------------------------------------------------------ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) INFORMATION TO BE INCLUDED IN THE REPORT ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On July 19, 2007, F.N.B. Corporation (the Corporation) announced financial results for the quarter ended June 30, 2007. A copy of the press release announcing the Corporation's results for the quarter ended June 30, 2007, is attached hereto as Exhibit 99.1 and incorporated by reference herein. ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS On July 18, 2007, the Corporation's Compensation Committee approved the award of performance-based and service-based restricted stock awards to the Corporation's Chief Executive Officer and other executive officers named in the compensation discussion included in the Corporation's proxy statement for its annual meeting of shareholders held in 2007 (the Named Executive Officers). The awards are made pursuant to the stockholder approved 2007 Incentive Compensation Plan (the Plan), a copy of which is on file with the SEC as Annex "A" to the Corporation's 2007 proxy statement. The Corporation's Compensation Committee intends to issue these awards and future awards, if any, of restricted stock pursuant to the terms of the Restricted Stock Agreements (collectively referred to as the Agreements), copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated by reference herein. The performance-based restricted stock awards will fully vest on January 16, 2011, if during the four year period beginning on January 1, 2007 and ending on December 31, 2010 the Corporation's average return on average tangible equity is within the Top Quartile of peer financial institutions and the Named Executive Officer has remained continuously employed by the Corporation or any of its affiliates. Likewise, the service-based restricted stock awards will vest on January 16, 2010 provided the Named Executive Officers remain continuously employed with the Corporation or its affiliates until that date. The Agreements provide for accelerated or pro-rata vesting in connection with certain events such as the change in control of the Corporation, normal retirement, disability, early retirement or death. Additionally, the Agreements provide that if the Named Executive Officer's employment with the Company is terminated for any reason, prior to the vesting dates set forth in the Agreements, other than for the circumstances described in the preceding sentence, then such Named Executive Officer's award shall become null and void, as of the date of such termination. The Agreements provide that the Named Executive Officer will be entitled to all the rights of ownership in the restricted shares subject to their awards (whether or not vested), including the right to vote those shares and to accrue dividends. The foregoing discussion is qualified by reference to the full text of the Plan and the Agreements which are attached hereto as Exhibits and incorporated by reference herein. The following table sets forth information regarding the individual awards of restricted stock approved for each of the Named Executive Officers:
Number of Shares of Restricted Stock Awarded ---------------------------------- Service- Performance- Named Executive Officer Based Based - ------------------------------------------------------ ----------------- ---------------- Stephen Gurgovits 12,500 18,700 Gary Roberts 5,000 7,500 Brian Lilly 4,100 6,150 David Mogle 1,175 1,765 James Orie 1,175 1,765
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibits: 10.1 Restricted Stock Agreement (pursuant to 2007 Incentive Compensation Plan). 10.2 Performance Restricted Stock Award Agreement (pursuant to 2007 Incentive Compensation Plan). 99.1 Press release dated July 19, 2007 announcing the financial results of F.N.B. Corporation for the quarter ended June 30, 2007. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. F.N.B. CORPORATION (Registrant) By: /s/Brian F. Lilly ---------------------------- Name: Brian F. Lilly Title: Chief Financial Officer (Principal Financial Officer) Dated: July 19, 2007 EX-10.1 2 l27094aexv10w1.txt EX-10.1 Exhibit 10.1 F.N.B. CORPORATION RESTRICTED STOCK AGREEMENT (Pursuant to 2007 Incentive Compensation Plan) This Restricted Stock Award Agreement (the "Agreement") is made and entered into effective as of July 18, 2007 (the "Award Date") between F.N.B. CORPORATION, a Florida corporation (the "Company"), and ________________________ (the "Employee"). W I T N E S S E T H T H A T: WHEREAS, at a meeting of the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") held on the Award Date, the Committee, pursuant to the F.N.B. Corporation 2007 Incentive Compensation Plan (the "Plan"), awarded to certain employees of the Company, employees of First National Bank of Pennsylvania (the "Bank") and employees of other non-Bank Affiliates (the term "Affiliates" is defined in the Plan), shares of the Company's Common stock, par value $0.01 per share (the "Stock"); NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the parties covenants and agrees as follows: 1. Award of Restricted Stock. Subject to the terms and conditions of the Plan and this Agreement, the Company, pursuant to the Plan, which is incorporated herein by reference thereto and made a part hereof as though set forth in full herein (refer to Section 5 herein for a copy of the Plan), hereby confirms the award to the Employee, on the date first written above, of an aggregate of __________ shares of Stock (the "Shares"). 2. Terms and Conditions. The award of Shares to the Employee is subject to the following terms and conditions: (a) Vesting and Forfeiture. The Employee's right to the Shares will vest (together with all dividends and/or shares of stock purchased on account of such Shares under the Company Dividend Reinvestment and Voluntary Stock Purchase Plan ("DRP")) and the Shares will become freely transferable, provided the Employee has been continuously employed by the Company from the Award Date through the earlier of, January 16, 2010 ("Vesting Date"), or upon accelerated vesting of the Shares pursuant to Section 2(b) and (c) hereof. For purposes of this Agreement, the period between the Award Date and the Vesting Date shall be referred to as the "Vesting Period." (b) Accelerated Vesting - Change in Control or Sale. In the event of a "Change in Control," as defined in the Plan, prior to the Vesting Date, if the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all of the Shares (references to "Shares" in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All restrictions on the Shares shall lapse and such Shares shall vest immediately upon the sale of all or substantially all of the common stock or assets (a "Sale") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the Award Date and the Employee has been continuously employed by the Affiliate, Company or Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate as calculated by taking the number of Shares times the fraction, the numerator of which is the actual number of full months the Employee worked from the Award Date (Employee shall be credited with working the full month of July 2007) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is thirty (30), representing the number of full months (including July 2007) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on October 1, 2008, the Employee would be entitled to vesting of one-half of the Shares (15 months worked/30 months total in the Vesting Period) under this Agreement). For purposes of this Agreement the termination of the Employee following execution of a definitive agreement contemplating a "Change in Control" or Sale of the Bank or non-Bank Affiliate, without "Cause" (as defined in the Plan), prior to the consummation date of the "Change in Control" or such Sale shall result in the full vesting (or pro rata vesting for the time the Employee worked between the Award Date and the Sale consummation date in the case of a Sale of a non-Bank Affiliate) of the Shares on the consummation date of a "Change in Control" or such Sale. (c) Termination of Employment; Forfeiture or Acceleration of Shares. Upon the effective date of the termination of Employee's employment with the Company, the Bank, or the other non-Bank Affiliate, all Shares then subject to a risk of forfeiture shall immediately be forfeited and returned to the Company by the administrator of the DRP without consideration or further action being required of the Company; except in the event such termination is a result of the following circumstances: (1) Death. The restrictions on the Shares shall lapse and the Shares shall automatically vest immediately as a result of Employee's death during the Vesting Period. (2) Disability. The restrictions on the Shares shall lapse and the Shares shall automatically vest immediately as a result of Employee becoming a "Disabled Participant" (as that term is defined in the Plan) during the Vesting Period. (3) Early Retirement. The Employee shall be entitled to vesting of not less than the pro rata amount of the Shares for the number of full months of the Vesting Period (Employee shall be credited with working the full month of July 2007) during which Employee remained employed until the actual date of the Employee's "Early Retirement," as this term is defined in the Plan (from the Award Date to the actual date of the Employee's Early Retirement). The number of Employee Shares that shall vest under this Agreement upon Employee's "Early Retirement" shall be calculated by multiplying the Shares by the fraction, the numerator of which is the number of full months the Employee worked during the Vesting Period before the Employee's actual Early Retirement date, and the denominator of which is thirty (30), representing the total number of months in the Vesting Period. (4) Normal Retirement. The restrictions on the Shares shall lapse and the Shares shall automatically vest immediately upon Employee's "Normal Retirement" as that term is defined in the Plan, except that if the Employee's Normal Retirement occurs in calendar year 2007, the number of Shares that shall vest will be pro rated by multiplying the Shares by the fraction, the numerator of which is the actual number of full months the Employee worked in 2007 between the Award Date -2- (Employee shall be credited with having worked the full month of July 2007) and December 31st and the denominator of which is thirty (30), representing the total number of months in the Vesting Period. (d) Enrollment of Shares in DRP. All Shares shall be enrolled in the Employee's name in the Company's DRP and must remain enrolled in the DRP throughout the Vesting Period applicable to such Shares. On the date on which the transfer restrictions on any Shares lapse, the Company shall notify the DRP Administrator as to the name of the Employee and the number of the Employee's Shares as to which the restrictions have lapsed. The Employee shall be entitled to exercise all rights to the unrestricted Shares, including the right to withdraw such Shares from the DRP, in accordance with the terms of the DRP. Upon withdrawal of the unrestricted Shares the Company shall require Employee to remit to the Company an amount sufficient to satisfy any tax withholding requirements prior to the delivery or sale of any certificate for the unrestricted Shares, or the Company shall withhold an appropriate amount from the unrestricted Shares to be delivered or sold sufficient to satisfy all or a portion of such tax withholding requirements. (e) Voting and Dividend Rights. The Employee shall have full voting rights with respect to all Shares, including the Shares that have not yet vested, unless and until such Shares are forfeited to the Company. In addition, the Employee shall have full cash and stock dividend rights with respect to all Shares; provided that (i) all such dividends or other distributions as to Shares enrolled in the DRP shall be credited to the Employee's account in the DRP and, in the case of cash dividends, used to purchase shares of Stock pursuant to the DRP; and (ii) all Shares credited to the Employee as a result of such cash or stock dividends shall be subject to the same restrictions on transferability and the same risk of forfeiture as the Shares that are the basis for the dividend. (f) Transfer Restrictions. The Employee may not transfer any Shares awarded hereunder during the Vesting Period applicable to such Shares, that is, until the Employee's right to such Shares has vested and such Shares are no longer subject to a risk of forfeiture. The Employee may, from time to time, name any beneficiary or beneficiaries to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the Employee, shall be in a form prescribed by the Committee and will be effective only when filed by the Employee in writing with the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Employee's death shall be paid to his or her estate, subject to the terms of the Plan. (g) No Right to Continued Employment. This Agreement shall not confer upon the Employee any right with respect to continuance of employment by the Company or an Affiliate, nor shall it interfere in any way with the right of his/her -3- employer to terminate his/her employment at any time. (h) Compliance With Laws and Regulations. The award of Shares evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of stock prior to (i) the listing of such shares on any stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such shares that counsel for the Company deems necessary or appropriate. 3. Investment Representation. The Committee may require the Employee to furnish to the Company, prior to the issuance of any Shares, an agreement (in such form as the Committee may specify) in which the Employee represents that the Shares acquired by him or her are being acquired for investment and not with a view to the sale or distribution thereof. 4. Withholding. The Company, the Bank, or the Affiliate that employs the Employee shall make appropriate withholdings, if any, from his/her compensation for federal, state and local taxes payable as a result of the award or vesting of Shares evidenced hereby. 5. Employee Bound by Plan. The Employee hereby acknowledges receipt of an e-mail from the Company which includes attachments containing copies of (a) the Plan, (b) the Prospectus relating to the Plan in connection with the registration of the Shares under the Securities Act of 1933, as amended, and (c) the Company's current Prospectus relating to the DRP, and the Employee agrees to be bound by all the terms and provisions thereof. The Employee may request a hard copy of these documents by requesting a copy from the Company's Human Resources Department. To the extent of any inconsistency between the terms of this Agreement and the terms of the Plan, the Plan shall govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Plan. 6. Notices. Any notice hereunder to the Company shall be addressed to it at its office, F.N.B. Corporation, One South Hermitage Road, Hermitage, Pennsylvania 16148, c/o Human Resources Department, and any notice hereunder to the Employee shall be addressed to him/her at his/her address provided to Company from time to time, subject to the right of either party to designate at any time hereafter in writing some other address. 7. Construction and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws. All headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement, and shall not affect the interpretation of any of the provisions of this Agreement. In the event of any dispute or claim relating to or arising out of this Agreement, the Employee and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted -4- by the American Arbitration Association ("AAA") in Mercer County, Pennsylvania in accordance with the AAA's National Rules for the Resolution of Employment Disputes. The Employee acknowledges that by accepting this arbitration provision he is waiving any right to a jury trial in the event of a covered dispute. The arbitrator may, but is not required, to order that the prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any arbitration arising out of this Agreement. 8. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock Award Agreement to be executed on its behalf by its authorized officer and the Employee has executed this Restricted Stock Award Agreement, both as of the day and year first above written. F.N.B. CORPORATION By: ----------------------------------------- Date: --------------------------------------- -------------------------------------------- Employee Date: --------------------------------------- -5- EX-10.2 3 l27094aexv10w2.txt EX-10.2 Exhibit 10.2 F.N.B. CORPORATION PERFORMANCE RESTRICTED STOCK AWARD AGREEMENT (PURSUANT TO 2007 INCENTIVE COMPENSATION PLAN) This Performance Restricted Stock Award Agreement (the "Agreement") is made and entered into as of July 18, 2007 (the "Award Date") between F.N.B. CORPORATION, a Florida corporation (the "Company"), and ________________ (the "Employee"). W I T N E S S E T H T H A T: WHEREAS, at a meeting of the Compensation Committee (the "Committee") of the Board of Directors of the Company (the "Board") held on the Award Date, the Committee, pursuant to the F.N.B. Corporation 2007 Incentive Compensation Plan (the "Plan"), awarded to certain employees of the Company, employees of First National Bank of Pennsylvania (the "Bank") and employees of other non-Bank "Affiliates" (the term "Affiliates" is defined in the Plan), shares of the Company's Common Stock, par value $0.01 per share (the "Stock"); NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and intending to be legally bound hereby, each of the parties covenants and agrees as follows: 1. Restricted Stock Award. Subject to the terms and conditions of the Plan and this Agreement, the Company, pursuant to the Plan, a copy of which is incorporated herein by reference thereto and made a part hereof as though set forth in full herein (refer to Section 5 herein for a copy of the Plan), hereby confirms a restricted stock award to the Employee of an aggregate of _______ shares of Stock (the "Shares"). 2. Terms and Conditions. The award of Shares to the Employee is subject to the following terms and conditions. (a) Vesting and Forfeiture The Employee's right to the Shares will vest subject to the following terms and conditions: (i) Performance Restricted Stock Award Vesting. The Employee's right to the Shares will vest (together with all dividends and/or shares purchased on account of such Shares under the Company Dividend Reinvestment and Voluntary Stock Purchase Plan ("DRP")) and the Shares will become freely transferable on January 16, 2011 (the "Vesting Date"), if during the four (4) year period beginning on January 1, 2007, and ending on December 31, 2010, (the "Performance Period"), the Company's average return on average tangible equity ("Average ROATE") is within the Top Quartile of peer financial institutions as described in Section 2(a)(ii) herein, and the Employee has remained continuously employed by the Company, the Bank or any of its non-Bank Affiliates, from the Award Date through the Vesting Date (the "Vesting Period"), or on an earlier date in the event of a "Change in Control" or "Termination of Employment" in accordance with Section 2(a)(iii) and Section 2(b) herein, respectively. (ii) Performance Goal. For purposes of this Agreement the calculation of the Company's Average ROATE for the Performance Period shall be computed by taking the Company's average net income during the Performance Period, adjusted for the average after-tax effect of the amortization of the Company's acquisition related intangible assets during the Performance Period, divided by the Company's average shareholders' equity during the Performance Period minus the Company's acquisition related average intangible assets during the Performance Period. Also, for purposes of this Agreement the term "Top Quartile" shall mean that the Company's Average ROATE during the Performance Period meets or exceeds the 75th percentile of the Average ROATE of surviving financial institutions for the forty-eight (48) month period beginning on October 1, 2006 and ending on September 30, 2010, from the list of peer financial institutions and bank holding companies identified in Schedule 1 attached hereto, as approved by the Committee at a meeting held on January 24, 2007 ("Average ROATE Performance Goal"). (iii) Accelerated Vesting - Change in Control or Sale. In the event of a "(i) Change in Control," as defined in the Plan, prior to the Vesting Date and the Employee has remained continuously employed by Company, Bank or non-Bank Affiliate since the Award Date, the restrictions on the Shares shall lapse and all such Shares (references to "Shares" in this Agreement shall also include all dividends and/or shares of Stock purchased under the DRP on account of such Shares) shall immediately vest. All of Employee's Shares shall immediately vest upon the sale of all or substantially all of the common stock or assets (a "Sale") of the Bank prior to the Vesting Date, provided the Employee remains continuously employed by the Bank, the Company or non-Bank Affiliate. In the event of a Sale of a non-Bank Affiliate which employed the Employee on the Award Date and the Employee has been continuously employed by the non-Bank Affiliate, the Company or the Bank since the Award Date, the Shares shall vest in an amount not less than the pro rata amount of the Shares awarded under this Agreement for the period from the Award Date to the consummation date of the Sale of the non-Bank Affiliate, calculated by taking the Shares times the fraction, the numerator of which is the actual full number of months the Employee worked from the Award Date (Employee shall be credited with working the full month of July 2007) to the consummation date of the Sale of the non-Bank Affiliate, and the denominator of which is forty-two (42), representing the number of full months (including July 2007) in the Vesting Period. (By way of example and for avoidance of doubt, if the non-Bank Affiliate is sold on -2- April 1, 2009, the Employee would be entitled to vesting of one-half the Shares (21 months worked/42 months total in Vesting Period) under this Agreement). For purposes of this Agreement the termination of the Employee following execution of a definitive agreement contemplating a "Change in Control" or Sale of the Bank or non-Bank Affiliate, without "Cause" (as defined in the Plan), prior to the consummation date of the "Change in Control" or such Sale shall result in full vesting (or pro-rata vesting for the time the Employee worked between the Award Date and the Sale consummation date in the case of the Sale of a non-Bank Affiliate) of the Shares on the consummation date of a "Change in Control" or "Sale". (iv) In accordance with the terms of the Plan the Committee may determine the occurrence of a "significant event" which the Committee expects to have a substantial effect on the measurement of the Average ROATE Performance Goal specified in this Agreement and therefore, the Committee has sole discretion to establish a revised Average ROATE measurement or other performance measurement as it shall deem necessary and equitable for purposes of maintaining the objective of the Performance Restricted Stock Award contemplated by this Agreement. Such modification of the performance measurement specified in this Agreement by the Committee shall ensure that the Company's Average ROATE Goal or measurement thereof, or establishment of new performance measurement shall in no event be detrimental to the Employee and shall be consistent with any adjustment to the Company's capital structure during the Performance Period. Such "significant events" contemplated herein may include, but not be limited to, capital raises, stock splits, stock buybacks, sale of business units, business restructuring charges, merger related costs, non-recurring activities, and other comparable events. (b) Termination of Employment; Forfeiture or Accelerated Vesting of Shares. Upon the effective date of the termination of Employee's employment with the Company, Bank or non-Bank Affiliate by which the Employee is employed, all Shares then subject to a risk of forfeiture shall immediately be forfeited and returned to the Company by the Administrator of the DRP without consideration or further action being required of the Company; except in the event such termination is a result of the following circumstances: (1) Death. The Restrictions on the Shares shall lapse and the Shares shall automatically vest immediately as a result of Employee's death during the Vesting Period. -3- (2) Disability. Provided the Company's financial performance during the Performance Period meets or exceeds the Average ROATE Performance Goal the Employee shall be entitled to vesting of not less than the pro rata amount of the Shares on the Vesting Date for the number of full months of the Vesting Period (Employee shall be credited with working the full month of July 2007) the Employee worked before becoming a "Disabled Participant" (as defined in the Plan). The number of Employee Shares that Employee is entitled to have vest under this Agreement as a result of becoming a "Disabled Participant" shall be calculated by multiplying the Shares by the fraction, the number of which is the full number of months the Employee worked during the Vesting Period before the date Employee became a "Disabled Participant," and the denominator of which is forty-two (42), representing the total number of months in the Vesting Period. (3) Early Retirement. Provided the Company's financial performance during the Performance Period meets or exceeds the Average ROATE Performance Goal the Employee shall be entitled to vesting of not less than the pro rata amount of the Shares on the Vesting Date for the number of full months of the Vesting Period (Employee shall be credited with working the full month of July 2007) during which Employee remained employed until the effective date of the Employee's "Early Retirement," as this term is defined in the Plan (from the Award Date to the actual date of the Employee's Early Retirement). The number of Employee Shares that shall vest under this Agreement upon Employee's "Early Retirement" shall be calculated by multiplying the Shares by the fraction, the numerator of which is the full number of months the Employee worked during the Vesting Period before the Employee's actual Early Retirement date, and the denominator of which is forty-two (42), representing the total number of months in the Vesting Period. (4) Normal Retirement. Provided the Company's financial performance during the Performance Period meets or exceeds the Average ROATE Performance Goal the restrictions on the Shares shall lapse and the Shares shall fully vest on the Vesting Date in the event of the Employee's "Normal Retirement," occurs during the Vesting Period, as that term is defined in the Plan, except that if the Employee's Normal Retirement occurs in calendar year 2007, the number of Shares that shall vest will be pro rated by multiplying the Shares by the fraction, -4- the numerator of which is the number of actual number of full months the Employee worked in 2007 between the Award Date, (Employee shall be credited with having worked the full month of July 2007) and December 31st, and the denominator of which is forty-two (42) representing the total number of months in the Vesting Period. (c) Enrollment of Shares in DRP. All Shares shall be enrolled in the Employee's name in the Company's DRP and must remain enrolled in the DRP throughout the Vesting Period applicable to such Shares. On the date on which the transfer restrictions on any Shares lapse, the Company shall notify the DRP Administrator as to the name of the Employee and the number of the Employee's Shares as to which the restrictions have lapsed. The Employee shall be entitled to exercise all rights to the unrestricted Shares, including the right to withdraw such Shares from the DRP, in accordance with the terms of the DRP. Upon withdrawal of the unrestricted Shares the Company shall require Employee to remit to the Company an amount sufficient to satisfy any tax withholding requirements prior to the delivery or sale of any certificate for the unrestricted Shares, or the Company shall withhold an appropriate amount from the unrestricted Shares to be delivered or sold sufficient to satisfy all or a portion of such tax withholding requirements. (d) Voting and Dividend Rights. The Employee shall have full voting rights with respect to all Shares, including the Shares that have not yet vested, unless and until such Shares are forfeited to the Company. In addition, the Employee shall have full cash and stock dividend rights with respect to all Shares; provided that (i) all such dividends or other distributions as to Shares enrolled in the DRP shall be credited to the Employee's account in the DRP and, in the case of cash dividends, used to purchase shares of Stock pursuant to the DRP, and (ii) all Shares credited to the Employee as a result of such cash or stock dividends shall be subject to the same restrictions on transferability and the same risk or forfeiture as the Shares that are the basis for the dividend. (e) Transfer Restrictions. The Employee may not transfer any Shares awarded hereunder during the Vesting Period applicable to such Shares, that is, until the Employee's right to such Shares has vested and such Shares are no longer subject to a risk of forfeiture. The Employee may, from time to time, name any beneficiary or beneficiaries to whom any benefit under this Agreement is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the Employee, shall be in a form prescribed by the Committee and will be effective only when filed by the Employee in writing with the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Employee's death shall be paid to his or her estate, subject to the terms of the Plan. -5- (f) No Right to Continued Employment. This Agreement shall not confer upon the Employee any right with respect to continuance of employment by the Company or a non-Bank Affiliate, nor shall it interfere in any way with the right of his/her employer to terminate his/her employment at any time. (g) Compliance With Laws and Regulations. The award of Shares evidenced hereby shall be subject to all applicable federal and state laws, rules, and regulations and to such approvals by any government or regulatory agency as may be required. The Company shall not be required to issue or deliver any certificates for shares of stock prior to (i) the listing of such shares on any -6- stock exchange on which the Stock may then be listed and (ii) the effectiveness of any registration statement with respect to such shares that counsel for the Company deems necessary or appropriate. 3. Investment Representation. The Committee may require the Employee to furnish to the Company, prior to the issuance of any Shares, an agreement (in such form as the Committee may specify) in which the Employee represents that the Shares acquired by him or her are being acquired for investment and not with a view to the sale or distribution thereof. 4. Withholding. The Company, the Bank or the non-Bank Affiliate that employs the Employee shall make appropriate withholdings, if any, from his/her compensation for federal, state and local taxes payable as a result of the award or vesting of Shares evidenced hereby. 5. Employee Bound by Plan. The Employee hereby acknowledges receipt of an e-mail from the Company which includes attachments containing copies of (a) the Plan, (b) the Prospectus relating to the Plan in connection with the registration of the Shares under the Securities Act of 1933, as amended, and (c) the Company's current Prospectus relating to the DRP, and the Employee agrees to be bound by all the terms and provisions thereof. The Employee may receive a free hard copy of these Plan prospectus documents by requesting a copy from the Company Human Resources Department. To the extent of any inconsistency between the terms of this Agreement and the terms of the Plan, the latter shall govern. All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Plan. 6. Notices. Any notice hereunder to the Company shall be addressed to it at its office, F.N.B. Corporation, One South Hermitage Road, Hermitage, Pennsylvania 16148, c/o Human Resources Department, and any notice hereunder to the Employee shall be addressed to him/her at his/her address provided to Company from time to time, subject to the right of either party to designate at any time hereafter in writing some other address. 7. Construction and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the internal laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflict of laws. All headings in this Agreement have been inserted solely for convenience of reference only, are not to be considered a part of this Agreement, and shall not affect the interpretation of any of the provisions of this Agreement. In the event of any dispute or claim relating to or arising out of this Agreement, the Employee and the Company agree that all such disputes shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association ("AAA") in Mercer County, Pennsylvania in accordance with the AAA's National Rules for the Resolution of Employment Disputes. The Employee acknowledges that by accepting this arbitration provision he is waiving any right to a jury trial in the event of a covered dispute. The arbitrator may, but is not required, to order that the prevailing party shall be entitled to recover from the losing party its attorneys' fees and costs incurred in any arbitration arising out of this Agreement. -7- 8. Counterparts. This Agreement may be executed in two counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. -8- IN WITNESS WHEREOF, F.N.B. Corporation has caused this Restricted Stock Award Agreement to be executed on its behalf by its authorized officer and the Employee has executed this Restricted Stock Award Agreement, both as of the day and year first above written. F.N.B. CORPORATION By: ------------------------------------- Date: ------------------------------------- ------------------------------------------- Employee Date: ------------------------------------- -9- EX-99.1 4 l27094aexv99w1.txt EX-99.1 EXHIBIT 99.1 F.N.B. CORPORATION REPORTS INCREASE IN SECOND QUARTER 2007 EARNINGS Hermitage, PA -- July 19, 2007 -- F.N.B. Corporation (NYSE: FNB), a diversified financial services company, today reported financial results for the second quarter and first half of 2007. Second quarter 2007 net income increased 5.9% to $17.6 million from $16.6 million in the second quarter of 2006. Net income for the first quarter of 2007 equaled $17.4 million. On a per share basis, second quarter 2007 earnings were $0.29 per diluted share, compared to $0.28 per diluted share in the second quarter of 2006 and $0.29 per diluted share in the first quarter of 2007. The Corporation's return on tangible equity for the second quarter of 2007 was a strong 26.8%, its return on equity was 13.1%, its return on tangible assets was 1.28% and its return on assets was 1.17%. Stephen J. Gurgovits, President and Chief Executive Officer of F.N.B. Corporation, commented, "Our second quarter 2007 results reflect good loan growth, expansion of our net interest margin, continued strong credit quality and solid control of our operating costs." Average commercial loans were up 4.0% annualized compared to the first quarter of 2007, reflecting solid organic growth in key Pennsylvania and Florida markets. This commercial loan growth was offset by decreased average balances of indirect auto loans. The net result was a 0.4% annualized increase in average total loans compared to the first quarter of 2007. Based on quarter-end balances, total loans were up 3.1% annualized since March 31, 2007, with commercial loans and direct consumer loans up 5.0% and 12.4% annualized, respectively. "We are encouraged by the growth in our commercial and consumer lending businesses, as opportunities for high quality fundings strengthened toward the end of the quarter," added Mr. Gurgovits. The growth in earning assets drove a 3.9% annualized increase in fully taxable equivalent (FTE) net interest income compared to the first quarter of 2007. The Corporation's net interest margin for both the first and second quarter of 2007 was 3.73%. However, the net interest margin for the first quarter of 2007 included a 6 basis point benefit from $0.8 million in interest income recovery on previously non-accruing loans. Page 1 of 5 F.N.B. Corporation Page 2 of 5 Average deposits and customer repurchase agreements increased 5.7% annualized from the first quarter of 2007, providing the Corporation with solid funding for its loan growth. Contributing to the smallest increase in the cost of funds in nine quarters was a positive shift in the mix of deposits as demand deposits, savings and money market deposits grew, while higher cost time deposits declined. Strong organic growth in commissions from retail securities sales and a combination of organic and seasonal growth in bank service charges partially offset a seasonal decline in insurance revenue and lower gains generated from sales out of the Corporation's bank stock portfolio. As a result, non-interest income declined 10.4% annualized compared to the prior quarter. When compared to the second quarter of 2006, total non-interest income increased 0.7% annualized, with growth in securities commissions and trust revenue mostly offset by lower other non-interest income. During the second quarter of 2006, the Corporation recorded a $0.9 million gain on the settlement of an impaired loan acquired in a previous merger. Total non-interest income represented 29% of net revenue for the second quarter of 2007. Non-interest expense was $41.8 million for the second quarter of 2007, down slightly from $41.9 million for the first quarter of 2007. Positive operating leverage was achieved compared to both the first quarter of 2007 and second quarter of 2006 as evidenced by the improvement in the efficiency ratio to 58.3% for the second quarter of 2007. Asset quality continued at strong levels in the second quarter of 2007. Annualized net loan charge-offs for the second quarter of 2007 were 24 basis points of average loans, a one basis point increase from the first quarter of 2007 and a 3 basis point improvement from the second quarter of last year. The ratio of non-performing loans to total loans was 56 basis points at June 30, 2007, an improvement from 63 and 74 basis points at March 31, 2007 and June 30, 2006, respectively. The Corporation's credit quality performance resulted in a provision for loan losses of $1.8 million in the second quarter of 2007, the same as for the first quarter of 2007. At June 30, 2007, the allowance for loan losses was 1.19% of total loans and 2.1 times non-performing loans. YEAR-TO-DATE RESULTS For the six months ended June 30, 2007, the Corporation posted net income of $35.0 million, a 7.9% increase, compared to $32.4 million for the same period of 2006. On a per share basis, year-to-date earnings were $0.58 per diluted share, compared to $0.56 per diluted share for the first half of 2006. The Corporation's return on tangible equity for F.N.B. Corporation Page 3 of 5 the six months ended June 30, 2007, was a strong 26.8%, its return on equity was 13.1%, its return on tangible assets was 1.28% and its return on assets was 1.17%. Net interest income, on an FTE basis, for the first half of 2007 was 4.4% higher than the same period of last year, reflecting growth in average loans of 9.6% and average deposits and customer repurchase agreements of 7.7%. The Corporation's net interest margin in the first half of 2007 narrowed to 3.73% from 3.77% for the same period of last year, reflecting the Corporation's Legacy Bank acquisition in May 2006. Non-interest income for the first half of 2007 increased 3.3% to $41.3 million from $40.0 million for the same period of 2006. Non-interest income was 30% of net revenue for the first six months of 2007. Non-interest expense for the first half of 2007 was $83.7 million compared to $80.5 million for the first half of 2006. This 4.0% increase is primarily attributable to the Legacy Bank acquisition and additional loan production offices in Florida. The efficiency ratio improved to 58.3% for the first six months of 2007. Shareholders' equity at June 30, 2007, was $539 million, or $8.92 per common share. Tangible book value was $4.55 per common share at the end of the second quarter of 2007. The Corporation's leverage and tangible capital ratios were 7.4% and 4.7%, respectively, at June 30, 2007. The Corporation's capital ratios continue to exceed federal bank regulatory agency "well capitalized" thresholds. "We are pleased that our culture of strong credit quality continues to serve us well. Our credit costs continue to be manageable as demonstrated by low levels of non-performing assets and net charge-offs", Mr. Gurgovits concluded. OTHER NEWS In other news, the Corporation recently announced that Stephen J. Gurgovits was elected Chairman of the Board of F.N.B. Corporation effective December 31, 2007. He will continue as President and Chief Executive Officer of the Corporation. Mr. Gurgovits will replace Peter Mortensen, who has announced his decision to retire as Chairman of the Board at the end of the year. CONFERENCE CALL Management will host a quarterly conference call to discuss results for the second quarter of 2007, tomorrow, Friday, July 20, 2007, at 11:00 AM Eastern Daylight Time. Hosting the call will be Stephen J. Gurgovits, President and Chief Executive Officer, and F.N.B. Corporation Page 4 of 5 Brian F. Lilly, Chief Financial Officer. The call can be accessed via telephone by dialing (800) 811-8845 or (913) 981-4905 for international callers, and entering confirmation number 8264203. A replay of the call will be available from 2:00 PM Eastern Daylight Time until midnight Eastern Daylight Time on July 27, 2007. The replay can be accessed by dialing (888) 203-1112, or (719) 457-0820 for international callers, and entering confirmation number 8264203. A transcript of the call will be posted to the Shareholder and Investor Relations section of F.N.B. Corporation's Web site at www.fnbcorporation.com. ABOUT F.N.B. CORPORATION F.N.B. Corporation, headquartered in Hermitage, PA, is a diversified financial services company with total assets of $6.1 billion at June 30, 2007. F.N.B. is a leading provider of commercial and retail banking, wealth management, insurance and consumer finance services in Pennsylvania and Ohio, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, LLC, F.N.B. Investment Advisors, Inc., First National Insurance Agency, LLC, F.N.B. Capital Corporation, LLC, and Regency Finance Company. It also operates consumer finance offices in Tennessee and loan production offices in Tennessee and Florida. Mergent Inc., a leading provider of business and financial information about publicly traded companies, has recognized F.N.B. Corporation as a Dividend Achiever. This annual recognition is based on the Corporation's outstanding record of increased dividend performance. The Corporation has consistently increased dividend payments for 34 consecutive years. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol "FNB". Investor information is available on F.N.B. Corporation's Web site at www.fnbcorporation.com. FORWARD-LOOKING STATEMENTS This press release of F.N.B. Corporation and the reports F.N.B. Corporation files with the Securities and Exchange Commission often contain "forward-looking statements" relating to present or future trends or factors affecting the banking industry and, specifically, the financial operations, markets and products of F.N.B. Corporation. These forward-looking statements involve certain risks and uncertainties. There are a number of important factors that could cause F.N.B. Corporation's future results to differ materially from historical performance or projected performance. These factors include, F.N.B. Corporation Page 5 of 5 but are not limited to: (1) a significant increase in competitive pressures among financial institutions; (2) changes in the interest rate environment that may reduce interest margins; (3) changes in prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) less favorable than expected general economic conditions; (5) legislative or regulatory changes that may adversely affect the businesses in which F.N.B. Corporation is engaged; (6) technological issues which may adversely affect F.N.B. Corporation's financial operations or customers; (7) changes in the securities markets; or (8) risk factors mentioned in the reports and registration statements F.N.B. Corporation files with the Securities and Exchange Commission. F.N.B. Corporation undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this press release. # # # Analyst/Institutional Investor Contact: Bartley Parker, CFA 203-682-8250 bartley.parker@icrinc.com Media Contact: Kathryn Lima 724-981-4318 724-301-6984 (cell) DATA SHEETS FOLLOW F.N.B. CORPORATION - ------------------ (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
2nd Qtr 2nd Qtr 2007 2006 2007 - 2007 - ------------------------- ---------- 1st Qtr 2007 2nd Qtr 2006 Second First Second Percent Percent STATEMENT OF EARNINGS Quarter Quarter Quarter Variance Variance - --------------------- ---------- ----------- ---------- ------------- ------------- Interest income $91,620 $90,487 $83,465 1.3 9.8 Interest expense 43,271 42,567 36,772 1.7 17.7 ---------- ----------- ---------- Net interest income 48,349 47,920 46,693 0.9 3.5 Taxable equivalent adjustment 1,170 1,117 955 4.7 22.4 ---------- ----------- ---------- Net interest income (FTE) 49,519 49,037 47,648 1.0 3.9 Provision for loan losses 1,838 1,847 2,497 -0.5 -26.4 ---------- ----------- ---------- Net interest income after provision (FTE) 47,681 47,190 45,151 1.0 5.6 Service charges 10,212 9,618 10,189 6.2 0.2 Insurance commissions and fees 3,230 4,419 3,239 -26.9 -0.3 Securities commissions and fees 1,650 1,276 1,308 29.3 26.1 Trust income 2,118 2,162 1,859 -2.0 13.9 Gain on sale of securities 304 740 340 -58.9 -10.6 Gain on sale of loans 359 367 400 -2.1 -10.2 Other 2,502 2,334 3,004 7.2 -16.7 ---------- ----------- ---------- Total non-interest income 20,375 20,916 20,339 -2.6 0.2 Salaries and employee benefits 21,475 22,266 21,141 -3.6 1.6 Occupancy and equipment 6,964 7,165 6,755 -2.8 3.1 Amortization of intangibles 1,103 1,103 1,029 0.0 7.2 Other 12,280 11,362 11,799 8.1 4.1 ---------- ----------- ---------- Total non-interest expense 41,822 41,896 40,724 -0.2 2.7 Income before income taxes 26,234 26,210 24,766 0.1 5.9 Taxable equivalent adjustment 1,170 1,117 955 4.7 22.4 Income taxes 7,442 7,723 7,176 -3.6 3.7 ---------- ----------- ---------- NET INCOME $17,622 $17,370 $16,635 1.4 5.9 ========== =========== ========== Earnings per share Basic $0.29 $0.29 $0.29 0.0 0.0 Diluted $0.29 $0.29 $0.28 0.0 3.6 PERFORMANCE RATIOS - ------------------ Return on average equity 13.11% 13.06% 13.43% Return on tangible equity (1) 26.81% 26.79% 26.62% Return on average assets 1.17% 1.17% 1.15% Return on tangible assets (2) 1.28% 1.28% 1.25% Net interest margin (FTE) 3.73% 3.73% 3.73% Yield on earning assets (FTE) 6.98% 6.98% 6.60% Cost of funds 3.63% 3.61% 3.21% Efficiency ratio (FTE) (3) 58.26% 58.31% 58.39% COMMON STOCK DATA - ----------------- Average basic shares outstanding 60,127,296 60,105,023 58,237,880 0.0 3.2 Average diluted shares outstanding 60,621,233 60,633,903 58,709,375 0.0 3.3 Ending shares outstanding 60,396,209 60,391,407 60,190,718 0.0 0.3 Book value per common share $8.92 $8.91 $8.88 0.1 0.4 Tangible book value per common share $4.55 $4.52 $4.44 0.7 2.6 Dividend payout ratio 80.53% 81.71% 81.27%
(1) Return on tangible equity is calculated by dividing net income less amortization of intangibles by average equity less average intangibles. (2) Return on tangible assets is calculated by dividing net income less amortization of intangibles by average assets less average intangibles. (3) The efficiency ratio is calculated by dividing non-interest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus non-interest income. (4) The leverage ratio for the quarter ended June 30, 2006 is calculated using period-end assets instead of quarterly average assets to adjust for the Legacy acquisition. (5) Certain prior period amounts have been reclassified to conform to the current period presentation. F.N.B. CORPORATION - ------------------ (UNAUDITED) (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
For the Six Months Ended June 30, ------------------------- Percent STATEMENT OF EARNINGS 2007 2006 Variance - --------------------- ---------- ----------- ---------- Interest income $182,107 $161,086 13.0 Interest expense 85,838 68,574 25.2 ---------- ----------- Net interest income 96,269 92,512 4.1 Taxable equivalent adjustment 2,287 1,917 19.3 ---------- ----------- Net interest income (FTE) 98,556 94,429 4.4 Provision for loan losses 3,685 5,455 -32.4 ---------- ----------- Net interest income after provision (FTE) 94,871 88,974 6.6 Service charges 19,830 19,879 -0.2 Insurance commissions and fees 7,649 7,339 4.2 Securities commissions and fees 2,926 2,255 29.7 Trust income 4,280 3,703 15.6 Gain on sale of securities 1,044 887 17.6 Gain on sale of loans 726 698 4.0 Other 4,836 5,207 -7.1 ---------- ----------- Total non-interest income 41,291 39,968 3.3 Salaries and employee benefits 43,741 42,459 3.0 Occupancy and equipment 14,129 13,433 5.2 Amortization of intangibles 2,206 1,960 12.6 Other 23,642 22,643 4.4 ---------- ----------- Total non-interest expense 83,718 80,495 4.0 Income before income taxes 52,444 48,447 8.2 Taxable equivalent adjustment 2,287 1,917 19.3 Income taxes 15,165 14,093 7.6 ---------- ----------- NET INCOME $34,992 $32,437 7.9 ========== =========== Earnings per share Basic $0.58 $0.56 3.6 Diluted $0.58 $0.56 3.6 PERFORMANCE RATIOS - ------------------ Return on average equity 13.09% 13.38% Return on tangible equity (1) 26.80% 26.04% Return on average assets 1.17% 1.15% Return on tangible assets (2) 1.28% 1.24% Net interest margin (FTE) 3.73% 3.77% Yield on earning assets (FTE) 6.98% 6.51% Cost of funds 3.62% 3.07% Efficiency ratio (FTE) (3) 58.29% 58.44% COMMON STOCK DATA - ----------------- Average basic shares outstanding 60,116,221 57,710,830 4.2 Average diluted shares outstanding 60,627,117 58,152,090 4.3 Ending shares outstanding 60,396,209 60,190,718 0.3 Book value per common share $8.92 $8.88 0.4 Tangible book value per common share $4.55 $4.44 2.6 Dividend payout ratio 81.11% 83.31%
(1) Return on tangible equity is calculated by dividing net income less amortization of intangibles by average equity less average intangibles. (2) Return on tangible assets is calculated by dividing net income less amortization of intangibles by average assets less average intangibles. (3) The efficiency ratio is calculated by dividing non-interest expense less amortization of intangibles by the sum of net interest income on a fully taxable equivalent basis plus non-interest income. (4) The leverage ratio for the quarter ended June 30, 2006 is calculated using period-end assets instead of quarterly average assets to adjust for the Legacy acquisition. (5) Certain prior period amounts have been reclassified to conform to the current period presentation. F.N.B. CORPORATION - ------------------ (UNAUDITED) (DOLLARS IN THOUSANDS)
2nd Qtr 2nd Qtr 2007 2006 2007 - 2007 - ------------------------- ---------- 1st Qtr 2007 2nd Qtr 2006 Second First Second Percent Percent AVERAGE BALANCES Quarter Quarter Quarter Variance Variance - ---------------- ----------- ---------- ---------- ------------- ------------- Total assets $6,024,994 $6,006,899 $5,807,974 0.3 3.7 Earning assets 5,324,617 5,304,427 5,126,673 0.4 3.9 Securities 1,030,730 1,043,321 1,124,129 -1.2 -8.3 Loans, net of unearned income 4,258,872 4,255,063 3,976,154 0.1 7.1 Allowance for loan losses 52,138 52,856 52,155 -1.4 0.0 Goodwill and intangibles 264,619 265,609 236,099 -0.4 12.1 Deposits and repurchase agreements 4,673,108 4,607,886 4,403,600 1.4 6.1 Short-term borrowings 119,320 138,898 148,512 -14.1 -19.7 Long-term debt 470,215 497,948 548,843 -5.6 -14.3 Trust preferred securities 151,031 151,031 137,878 0.0 9.5 Shareholders' equity 539,004 539,392 496,820 -0.1 8.5 ASSET QUALITY DATA - ------------------ Non-accrual loans $20,590 $23,050 $26,331 -10.7 -21.8 Restructured loans 3,367 3,591 4,861 -6.2 -30.7 ----------- ---------- ---------- Non-performing loans 23,957 26,641 31,192 -10.1 -23.2 Other real estate owned 5,395 5,659 6,335 -4.7 -14.8 ----------- ---------- ---------- Non-performing assets $29,352 $32,300 $37,527 -9.1 -21.8 =========== ========== ========== Net loan charge-offs $2,571 $2,459 $2,679 4.6 -4.0 Allowance for loan losses 51,252 51,964 53,041 -1.4 -3.4 Non-performing loans/total loans 0.56% 0.63% 0.74% Non-performing assets/total assets 0.48% 0.54% 0.62% Allowance for loan losses/total loans 1.19% 1.22% 1.26% Allowance for loan losses/ non-performing loans 213.93% 195.05% 170.05% Net loan charge-offs (annualized)/ average loans 0.24% 0.23% 0.27% BALANCES AT PERIOD END - ---------------------- Total assets $6,061,249 $6,015,804 $6,072,739 0.8 -0.2 Earning assets 5,336,857 5,302,013 5,331,851 0.7 0.1 Securities 1,034,990 1,038,985 1,115,535 -0.4 -7.2 Loans, net of unearned income 4,292,314 4,259,121 4,210,525 0.8 1.9 Goodwill and intangibles 263,765 265,272 267,446 -0.6 -1.4 Deposits and repurchase agreements 4,711,787 4,648,826 4,567,333 1.4 3.2 Short-term borrowings 157,540 110,460 195,952 42.6 -19.6 Long-term debt 439,444 500,676 562,460 -12.2 -21.9 Trust preferred securities 151,031 151,031 151,031 0.0 0.0 Shareholders' equity 538,743 538,292 534,580 0.1 0.8 CAPITAL RATIOS - -------------- Equity/assets (period end) 8.89% 8.95% 8.80% Leverage ratio (4) 7.43% 7.38% 7.09% Tangible equity/tangible assets (period end) 4.74% 4.75% 4.60%
F.N.B. CORPORATION (UNAUDITED) (DOLLARS IN THOUSANDS)
For the Six Months Ended June 30, ---------------------------------- Percent AVERAGE BALANCES 2007 2006 Variance - ---------------- ---------------- ---------------- --------------- Total assets $6,015,997 $5,704,150 5.5 Earning assets 5,314,578 5,035,654 5.5 Securities 1,036,991 1,135,976 -8.7 Loans, net of unearned income 4,256,978 3,883,277 9.6 Allowance for loan losses 52,495 51,811 1.3 Goodwill and intangibles 265,111 227,722 16.4 Deposits and repurchase agreements 4,640,677 4,310,754 7.7 Short-term borrowings 129,055 161,795 -20.2 Long-term debt 484,005 541,493 -10.6 Trust preferred securities 151,031 133,397 13.2 Shareholders' equity 539,197 488,790 10.3 ASSET QUALITY DATA - ------------------ Non-accrual loans $20,590 $26,331 -21.8 Restructured loans 3,367 4,861 -30.7 ---------------- ---------------- Non-performing loans 23,957 31,192 -23.2 Other real estate owned 5,395 6,335 -14.8 ---------------- ---------------- Non-performing assets $29,352 $37,527 -21.8 ================ ================ Net loan charge-offs $5,030 $6,166 -18.4 Allowance for loan losses 51,252 53,041 -3.4 Non-performing loans/total loans 0.56% 0.74% Non-performing assets/total assets 0.48% 0.62% Allowance for loan losses/total loans 1.19% 1.26% Allowance for loan losses/ non-performing loans 213.93% 170.05% Net loan charge-offs (annualized)/ average loans 0.24% 0.32% BALANCES AT PERIOD END - ---------------------- Total assets $6,061,249 $6,072,739 -0.2 Earning assets 5,336,857 5,331,851 0.1 Securities 1,034,990 1,115,535 -7.2 Loans, net of unearned income 4,292,314 4,210,525 1.9 Goodwill and intangibles 263,765 267,446 -1.4 Deposits and repurchase agreements 4,711,787 4,567,333 3.2 Short-term borrowings 157,540 195,952 -19.6 Long-term debt 439,444 562,460 -21.9 Trust preferred securities 151,031 151,031 0.0 Shareholders' equity 538,743 534,580 0.8 CAPITAL RATIOS - -------------- Equity/assets (period end) 8.89% 8.80% Leverage ratio (4) 7.43% 7.09% Tangible equity/tangible assets (period end) 4.74% 4.60%
F.N.B. CORPORATION - ------------------ (UNAUDITED) (DOLLARS IN THOUSANDS)
2nd Qtr 2nd Qtr 2007 2006 2007 - 2007 - ------------------------- ---------- 1st Qtr 2007 2nd Qtr 2006 Second First Second Percent Percent AVERAGE BALANCES Quarter Quarter Quarter Variance Variance - ---------------- ---------- ----------- ---------- ------------- ------------- Loans: Commercial $2,149,269 $2,128,261 $1,826,489 1.0 17.7 Direct installment 919,507 916,693 918,337 0.3 0.1 Consumer LOC 249,589 252,770 258,849 -1.3 -3.6 Residential mortgages 486,431 489,298 492,807 -0.6 -1.3 Indirect installment 434,553 449,241 474,159 -3.3 -8.4 Other 19,523 18,800 5,513 3.8 254.1 ---------- ----------- ---------- Total loans $4,258,872 $4,255,063 $3,976,154 0.1 7.1 ========== =========== ========== Deposits: Non-interest bearing deposits $644,980 $622,048 $647,605 3.7 -0.4 Savings and NOW 2,023,477 1,965,627 1,871,039 2.9 8.1 Certificates of deposit and other time deposits 1,751,875 1,762,630 1,694,561 -0.6 3.4 ---------- ----------- ---------- Total deposits 4,420,332 4,350,305 4,213,205 1.6 4.9 Customer repurchase agreements 252,776 257,582 190,395 -1.9 32.8 ---------- ----------- ---------- Total deposits and repurchase agreements $4,673,108 $4,607,886 $4,403,600 1.4 6.1 ========== =========== ========== BALANCES AT PERIOD END - ---------------------- Loans: Commercial $2,180,535 $2,153,697 $2,019,563 1.2 8.0 Direct installment 938,683 910,531 931,453 3.1 0.8 Consumer LOC 247,470 251,472 267,683 -1.6 -7.6 Residential mortgages 473,766 485,341 507,817 -2.4 -6.7 Indirect installment 436,533 438,938 476,261 -0.5 -8.3 Other 15,327 19,142 7,748 -19.9 97.8 ---------- ----------- ---------- Total loans $4,292,314 $4,259,121 $4,210,525 0.8 1.9 ========== =========== ========== Deposits: Non-interest bearing deposits $667,646 $650,926 $669,838 2.6 -0.3 Savings and NOW 2,056,484 1,982,325 1,939,823 3.7 6.0 Certificates of deposit and other time deposits 1,730,438 1,761,778 1,768,887 -1.8 -2.2 ---------- ----------- ---------- Total deposits 4,454,568 4,395,029 4,378,548 1.4 1.7 Customer repurchase agreements 257,219 253,798 188,785 1.3 36.3 ---------- ----------- ---------- Total deposits and repurchase agreements $4,711,787 $4,648,826 $4,567,333 1.4 3.2 ========== =========== ==========
F.N.B. CORPORATION (UNAUDITED) (DOLLARS IN THOUSANDS)
For the Six Months Ended June 30, ----------------------------- Percent AVERAGE BALANCES 2007 2006 Variance - ---------------- ------------ ------------- ------------- Loans: Commercial $2,138,823 $1,750,890 22.2 Direct installment 918,108 901,593 1.8 Consumer LOC 251,170 258,139 -2.7 Residential mortgages 487,857 488,933 -0.2 Indirect installment 441,855 479,431 -7.8 Other 19,165 4,291 346.6 ------------ ------------- Total loans $4,256,978 $3,883,277 9.6 ============ ============= Deposits: Non-interest bearing deposits $633,577 $642,944 -1.5 Savings and NOW 1,994,712 1,804,994 10.5 Certificates of deposit and other time deposits 1,757,223 1,670,281 5.2 ------------ ------------- Total deposits 4,385,512 4,118,219 6.5 Customer repurchase agreements 255,165 192,536 32.5 ------------ ------------- Total deposits and repurchase agreements $4,640,677 $4,310,754 7.7 ============ ============= BALANCES AT PERIOD END - ---------------------- Loans: Commercial $2,180,535 $2,019,563 8.0 Direct installment 938,683 931,453 0.8 Consumer LOC 247,470 267,683 -7.6 Residential mortgages 473,766 507,817 -6.7 Indirect installment 436,533 476,261 -8.3 Other 15,327 7,748 97.8 ------------ ------------- Total loans $4,292,314 $4,210,525 1.9 ============ ============= Deposits: Non-interest bearing deposits $667,646 $669,838 -0.3 Savings and NOW 2,056,484 1,939,823 6.0 Certificates of deposit and other time deposits 1,730,438 1,768,887 -2.2 ------------ ------------- Total deposits 4,454,568 4,378,548 1.7 Customer repurchase agreements 257,219 188,785 36.3 ------------ ------------- Total deposits and repurchase agreements $4,711,787 $4,567,333 3.2 ============ =============
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