-----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, JqZbyjCPIylygkAhhOOxoRJDZRi8jT8i6kyI/18UTQmPsbPM3pkQl2r8t2HgzfBU M9Y+P2tNt2xnwRYQ96eS5g== 0000950152-04-002987.txt : 20040419 0000950152-04-002987.hdr.sgml : 20040419 20040419171231 ACCESSION NUMBER: 0000950152-04-002987 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040419 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040419 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: 04741146 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 j0707901e8vk.txt F.N.B. CORPORATION 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, AS AMENDED Date of Report: April 19, 2004 F.N.B. CORPORATION --------------------------------------------------------- (Exact name of registrant as specified in its charter) Florida 001-31940 25-1255406 - ------------------------ ----------- ------------------- (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) One F.N.B. Boulevard, Hermitage, Pennsylvania 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) 1 INFORMATION TO BE INCLUDED IN THE REPORT ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NO. DESCRIPTION OF EXHIBIT ----------- ---------------------- 99.1 Press release dated April 19, 2004 with respect to F.N.B. Corporation's financial results for the quarter ended March 31, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 19, 2004, the Registrant announced financial results for the quarter ended March 31, 2004. A copy of the press release announcing the Registrant's results for the quarter ended March 31, 2004, is attached hereto as Exhibit 99.1 and incorporated by reference herein. 2 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: April 19, 2004 3 EX-99.1 3 j0707901exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 F.N.B. Corporation First Quarter 2004 Earnings Page 1 of 3 FOR RELEASE AT 5:00 P.M. EDT APRIL 19, 2004 www.fnbcorporation.com F.N.B. CORPORATION ANNOUNCES FIRST QUARTER 2004 EARNINGS HERMITAGE, PA, April 19, 2004 - F.N.B. Corporation (NYSE:FNB), a diversified financial services company, today reported first quarter 2004 net income of $16.2 million or $.34 per diluted share. This compares to net income from continuing operations of $14.6 million or $.31 per diluted share for the first quarter of 2003 and $6.2 million or $.13 per diluted share for the last quarter of 2003. This year's first quarter earnings include a gain on the previously announced sale of two branches totaling $2.7 million after tax, while the fourth quarter of 2003 included after-tax restructuring charges of $6.1 million, related to the spin-off of the Florida operations. "At the end of the first quarter since the spin-off of our Florida operations, we are pleased to be on track to meet the performance goals we set in January," said Stephen J. Gurgovits, President and CEO of F.N.B. "This has been a time of transition during which we've concentrated on the re-establishment of F.N.B.'s strategic focus back to its core markets in western Pennsylvania and eastern Ohio." The strength in the Corporation's first quarter 2004 earnings can be found in a stabilized net interest income, solid fee income performance from non-traditional sources, successful execution of an expense reduction plan, and continued strong asset quality. Results for the first quarter of 2004 reflect a return on equity of 26.8% and a return on assets of 1.4%. Revenue for the quarter, consisting of tax equivalent net interest income plus non-interest income, totaled $63.6 million, compared to $58.1 million last quarter. Net interest income increased, driven by growth in earning assets, and was partially offset by a decline in earning asset yields. The net interest margin for the quarter was 4.04% versus 4.05% last quarter. Non-interest income for the first quarter was $20.8 million, up $5.0 million from the fourth quarter last year, and includes the $4.1 million gain on the sale of two branches. The Corporation's fee income from insurance and wealth management activities increased $1.1 million or 25% over the previous quarter. Contingent fee income from insurance operations, unique to the first quarter of each year, contributed $.5 million to this improvement. Increased sales of annuities and mutual funds through the branch network contributed an additional $.5 million to fee income, representing a 52% increase from the last quarter. Trust income rose 10% from the fourth quarter last year and gains on the sale of securities were up $.4 million from the same period. "The growth in fee income from such non-traditional sources as insurance and wealth management reflects both a trend in new investment options, as well as strategic sales and marketing efforts by the insurance and wealth management divisions," noted Gurgovits. Non-interest expense totaled $34.6 million for the first quarter 2004, a reduction of $9.3 million from last quarter. This reduction in expenses reflects $8.8 million in restructuring charges related to the spin-off of the Florida operations and the full implementation of the cost reduction initiatives undertaken in the second half of 2003. To best understand the complete impact of the restructuring, one should compare this quarter's non-interest expenses to first quarter 2003, in which non-interest expenses totaled $37.3 million. The Corporation realized an expense reduction of $2.7 million, or 7.2%, quarter over quarter. The efficiency ratio was 53.6% and benefited 3.7% from the gain on the sale of branches. Credit quality remained solid during the quarter. Because the provision for loan losses, at $4.6 million, exceeded net charge-offs, the allowance for loan losses increased to 1.43% of total loans. F.N.B. Corporation First Quarter 2004 Earnings Page 2 of 3 Non-performing assets to total assets were .72% versus .69% last quarter. Annualized net charge-offs were .56% of average loans compared to .59% in the fourth quarter last year. Loans grew slightly on a linked quarter basis. While commercial loans increased 3%, this growth was offset by a planned 5.9% reduction in the indirect loan and lease portfolios. The sale of the two branches in February reduced deposits $40 million and loans outstanding $8 million. Capital ratios remained strong, well in excess of the measures of capitalization required by regulators. In January, members of the Board of Directors and senior management celebrated the listing of the Corporation's stock on the New York Stock Exchange by ringing the opening bell. Of special significance to shareholders in February was the declaration by the Board of Directors of a cash dividend of $.23 per common share in the quarter. "Once again, F.N.B. has delivered on its commitment to provide investors with excellent value," said Gurgovits. "F.N.B.'s dividend yield is among the highest dividend yields for banks our size and represents a payout ratio of 65%." In March 2004, Regency Finance, F.N.B.'s consumer finance subsidiary, entered into a definitive agreement to purchase eight consumer finance offices in the greater Columbus, Ohio region. This purchase brings the total number of Regency offices to 56. The value of the loans purchased is approximately $10 million. This transaction is expected to close on April 30, 2004. The Corporation will hold its Annual Meeting on May 12, 2004 at 4:00 p.m. in the Howard Miller Student Center at Thiel College in Greenville, PA. Shareholders of record on March 3, 2004 will be entitled to vote at the meeting. The Corporation will host a conference call on Tuesday, April 20, 2004, at 11:00 a.m. (EDT) to discuss the first quarter 2004 results. Interested parties may access the conference call by dialing 1-800-346-7359 with the entry code #3044. Replays of the call will be available until April 27 by calling 1-800-332-6854 and using the above entry code, 3044. A transcript of the conference call will also be available on the Corporation's web site www.fnbcorporation.com. ABOUT F.N.B. CORPORATION: F.N.B. Corporation, headquartered in Hermitage, PA has total assets of $4.6 billion. F.N.B. is a leading provider of banking, wealth management, insurance, and consumer finance services in western Pennsylvania and eastern Ohio, where it owns and operates First National Bank of Pennsylvania, First National Trust Company, First National Investment Services Company, F.N.B. Investment Advisors, Inc., First National Insurance Agency, Inc., and Regency Finance Company. It also operates consumer finance offices in Tennessee. Mergent Inc., a leading provider of business and financial information on publicly traded companies, has recognized F.N.B. 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 30 consecutive years. On January 1, 2004, F.N.B. completed a previously announced spin-off of its Florida operations into a new publicly traded company. The common stock of F.N.B. Corporation trades on the New York Stock Exchange under the symbol FNB. # # # This document contains "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 F.N.B. Corporation First Quarter 2004 Earnings Page 3 of 3 uncertainties. There are a number of important factors that could cause future results to differ materially from historical performance or those projected. These include, but are not limited to: (1) a significant increase in competitive pressures among depository 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. is engaged; or (6) changes in the securities markets. F.N.B. undertakes no obligation to release revisions to these forward-looking statements or to reflect events or circumstances after the date of this release. Financial Statements Follow MEDIA CONTACT: Kathryn Lima 724-981-4318 724-301-6984 (cell) ANALYSTS/INSTITUTIONAL INVESTORS CONTACT: John Waters 239-514-2643 239-272-6495 (cell) INDIVIDUAL SHAREHOLDERS CONTACT: Shareholder Services, 888-441-4362 F.N.B. CORPORATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (Unaudited)
2004 2003 1ST QTR 2004 - 1ST QTR 2004 - ----------- ------------------------------ 4TH QTR 2003 1ST QTR 2003 First Fourth First Percent Percent STATEMENT OF EARNINGS Quarter Quarter Quarter Variance Variance - --------------------- ----------- ----------- ----------- -------- -------- Interest income - taxable equivalent basis $ 62,573 $ 62,988 $ 67,262 -0.7 -7.0 Interest income $ 61,976 $ 62,508 $ 66,547 -0.9 -6.9 Interest expense 19,771 20,649 21,394 -4.3 -7.6 ----------- ----------- ----------- Net interest income 42,205 41,859 45,153 0.8 -6.5 Provision for loan losses 4,622 4,840 4,127 -4.5 12.0 ----------- ----------- ----------- Net interest income after provision 37,583 37,019 41,026 1.5 -8.4 Service charges 8,056 8,465 8,425 -4.8 -4.4 Insurance commissions and fees 2,406 1,903 2,386 26.4 0.8 Securities commissions and fees 1,341 880 1,041 52.4 28.8 Trust income 1,873 1,705 1,769 9.9 5.9 Gain on sale of securities 445 62 382 617.7 16.5 Gain on sale of loans 267 298 782 -10.4 -65.9 Gain on sale of branches 4,135 -- -- * * Other 2,246 2,482 2,147 -9.5 4.6 ----------- ----------- ----------- Total non-interest income 20,769 15,795 16,932 31.5 22.7 Salaries and employee benefits 18,254 21,936 20,001 -16.8 -8.7 Occupancy and equipment 5,732 8,409 6,536 -31.8 -12.3 Amortization of intangibles 519 543 543 -4.4 -4.4 Other 10,106 13,068 10,209 -22.7 -1.0 ----------- ----------- ----------- Total non-interest expense 34,611 43,956 37,289 -21.3 -7.2 Income before income taxes 23,741 8,858 20,669 168.0 14.9 Income taxes 7,519 2,684 6,060 180.1 24.1 ----------- ----------- ----------- Income from continuing operations 16,222 6,174 14,609 162.7 11.0 Net income from discontinued operations -- 4,147 8,719 * * ----------- ----------- ----------- NET INCOME $ 16,222 $ 10,321 $ 23,328 57.2 -30.5 =========== =========== =========== Basic earnings per share: Continuing operations $ 0.35 $ 0.13 $ 0.32 169.2 9.4 Discontinued operations -- 0.09 0.19 * * ----------- ----------- ----------- Net income $ 0.35 $ 0.22 $ 0.51 59.1 -30.0 =========== =========== =========== Diluted earnings per share Continuing operations $ 0.34 $ 0.13 $ 0.31 161.5 9.7 Discontinued operations -- 0.09 0.19 * * ----------- ----------- ----------- Net income $ 0.34 $ 0.22 $ 0.50 54.5 -32.0 =========== =========== =========== Average basic shares outstanding 46,173,243 46,126,779 46,043,113 0.1 0.3 Average diluted shares outstanding 47,067,603 47,038,550 46,895,439 0.1 0.4 PERFORMANCE RATIOS Return on average shareholders' equity (1) 26.77% 6.78% 15.58% Return on average assets (1) 1.41% 0.50% 1.33% Net interest margin (FTE) 4.04% 4.05% 4.76% Yield on earning assets (FTE) 5.91% 6.02% 6.98% Efficiency ratio (FTE) 53.63% 74.68% 58.51%
(1) Effective January 1, 2004, F.N.B. Corporation spun-off its Florida operations into a separate, independent public company. As a result of the spin-off, the Florida operations' 2003 earnings have been classified as discontinued operations on the consolidated income statement and assets and liabilities related to these discontinued operations have been disclosed separately on the consolidated balance sheets for 2003. In addition, note that the return on average equity, return on average assets, shareholders' equity and tangible equity for 2003 are based on F.N.B. Corporation including discontinued operations. Per share amounts and shares outstanding have been restated for the 5% stock dividend declared on April 28, 2003. *Percent variance not meaningful F.N.B. CORPORATION (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
2004 2003 1ST QTR 2004 - 1ST QTR 2004 - ----------- ------------------------------ 4TH QTR 2003 1ST QTR 2003 First Fourth First Percent Percent AVERAGE BALANCES Quarter Quarter Quarter Variance Variance - --------------------- ----------- ----------- ----------- -------- -------- Total assets $4,631,044 $8,255,478 $7,125,930 -43.9 -35.0 Assets of discontinued operations -- 3,721,345 2,807,959 * * Earning assets 4,249,915 4,148,147 3,909,566 2.5 8.7 Securities 986,621 895,542 694,391 10.2 42.1 Loans, net of unearned 3,262,547 3,252,131 3,213,937 0.3 1.5 Allowance for loan losses 47,190 46,710 47,404 1.0 -0.5 Intangibles 37,527 38,184 42,220 -1.7 -11.1 Deposits and repos 3,466,522 3,512,612 3,338,261 -1.3 3.8 Short-term borrowings 265,481 249,115 156,771 6.6 69.3 Long-term debt 457,520 425,671 425,201 7.5 7.6 Trust preferred securities 128,866 126,737 7,512 * * Liabilities of discontinued operations -- 3,276,047 2,529,974 * * Shareholders' equity (1) 243,738 604,312 607,358 -59.7 -59.9 ASSET QUALITY DATA (CONTINUING OPERATIONS) Non-accrual loans $ 24,158 $ 22,449 $ 21,404 7.6 12.9 Restructured loans 5,823 5,719 5,975 1.8 -2.5 ---------- ---------- ---------- Non-performing loans 29,981 28,168 27,379 6.4 9.5 Other real estate owned 3,354 3,109 2,567 7.9 30.7 ---------- ---------- ---------- Non-performing assets $ 33,335 $ 31,277 $ 29,946 6.6 11.3 ========== ========== ========== Net loan charge-offs $ 4,534 $ 4,823 $ 4,485 -6.0 1.1 Allowance for loan losses 46,227 46,139 46,625 0.2 -0.9 Non-performing loans / total loans 0.93% 0.86% 0.86% Non-performing assets / total assets 0.72% 0.69% 0.67% Allowance for loan losses / total loans 1.43% 1.42% 1.46% Allowance for loan losses / non-performing loans 154.19% 163.80% 170.29% Net loan charge-offs (annualized) / average loans 0.56% 0.59% 0.57% BALANCES AT PERIOD END Total assets $4,635,436 $8,308,310 $8,078,010 -44.2 -42.6 Assets of discontinued operations -- 3,751,136 3,634,361 * * Earning assets 4,261,553 4,164,481 4,036,589 2.3 5.6 Securities 1,018,183 902,697 814,585 12.8 25.0 Mortgage loans held for sale 2,865 1,435 18,340 99.7 -84.4 Loans, net of unearned 3,240,065 3,259,197 3,200,866 -0.6 1.2 Goodwill 28,940 28,710 27,893 0.8 3.8 Deposits and repos 3,437,776 3,549,389 3,401,105 -3.1 1.1 Short-term borrowings 279,943 123,087 250,546 127.4 11.7 Long-term debt 473,645 455,942 426,587 3.9 11.0 Trust preferred securities 128,866 128,866 125,000 * * Liabilities of discontinued operations -- 3,386,021 3,211,402 * * Shareholders' equity (1) 250,044 606,909 608,641 -58.8 -58.9 Book value per common share (1) 5.40 13.10 13.17 -58.8 -59.0 Tangible book value per common share (1) 4.56 8.28 8.56 -44.9 -46.7
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