-----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, PljH1tGqnVrByMf0j0wq1OHbubQj9hcDZNuqDmLcQK7KTCuFwqDNOg8WqQ/N5B9H IVfbrk5G/EMYmp20bTrxVA== 0001085204-02-000005.txt : 20020414 0001085204-02-000005.hdr.sgml : 20020414 ACCESSION NUMBER: 0001085204-02-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20011231 ITEM INFORMATION: Other events FILED AS OF DATE: 20020130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST BANKS INC CENTRAL INDEX KEY: 0000710507 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 431175538 STATE OF INCORPORATION: MO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20632 FILM NUMBER: 02521245 BUSINESS ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 BUSINESS PHONE: 3148544600 MAIL ADDRESS: STREET 1: 135 N MERAMEC AVE CITY: ST LOUIS STATE: MO ZIP: 63105 8-K 1 fbi8k102.txt FORM 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 January 29, 2002 Date of Report (Date of earliest event reported) FIRST BANKS, INC. (Exact name of registrant as specified in its charter) MISSOURI 0-20632 43-1175538 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 135 North Meramec, Clayton, Missouri 63105 (Address of principal executive offices) (Zip code) (314) 854-4600 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) FIRST BANKS, INC. TABLE OF CONTENTS Page ---- ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE..................... 1 SIGNATURES............................................................... 2 ITEM 5 - OTHER EVENTS AND REGULATION FD DISCLOSURE On January 29, 2002, First Banks, Inc. issued a press release announcing its financial results for the three months and year ended December 31, 2001. A copy of this press release is attached as Exhibit 99.2. 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, INC. By: /s/ James F. Dierberg ------------------------------------------ James F. Dierberg Chairman of the Board of Directors and Chief Executive Officer January 29, 2002 (Principal Executive Officer) By: /s/ Allen H. Blake ----------------------------------------- Allen H. Blake President, Chief Operating Officer and Acting Chief Financial Officer January 29, 2002 (Principal Financial and Accounting Officer) Exhibit 99.2 First Banks, Inc. St. Louis, Missouri Contact: Allen H. Blake President and Chief Operating Officer First Banks, Inc. (314) 592-5000 Traded: NASDAQ Symbol: FBNKO - (First Preferred Capital Trust, a subsidiary of First Banks, Inc.) FBNKN - (First Preferred Capital Trust II, a subsidiary of First Banks, Inc.) FBNKM - (First Preferred Capital Trust III, a subsidiary of First Banks, Inc.) FOR IMMEDIATE RELEASE: First Banks, Inc. Announces Fourth Quarter and Year End 2001 Earnings St. Louis, Missouri, January 29, 2002. First Banks, Inc. ("First Banks" or "the Company") reported earnings of $29.9 million, or $1,225.79 per common share on a diluted basis, for the quarter ended December 31, 2001, compared to $12.8 million, or $519.78 per common share on a diluted basis, for the comparable period in 2000. Net income for the years ended December 31, 2001 and 2000 was $64.5 million and $56.1 million, or $2,626.77 and $2,267.41 per common share on a diluted basis, respectively. The Company recorded a provision for income taxes included in earnings of $5.9 million for the three months ended December 31, 2001. The provision includes the effect of an $8.1 million reduction in the deferred tax asset valuation allowance of First Banks' majority-owned subsidiary, First Banks America, Inc. ("FBA"). The Company determined the deferred tax asset valuation allowance was no longer necessary as overall net deferred tax assets are expected to be recoverable through future earnings. In addition, the implementation of Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), on January 1, 2001, resulted in the recognition of a cumulative effect of change in accounting principle of $1.4 million, net of tax, which reduced net income. Excluding this item, net income was $65.9 million, or $2,684.93 per common share on a diluted basis, for the year ended December 31, 2001. James F. Dierberg, Chairman and Chief Executive Officer of First Banks, said, "Earnings before income taxes, minority interest in income of subsidiary and the cumulative effect of change in accounting principle have increased 74.15% and 6.40% for the three months and year ended December 31, 2001, respectively, over the comparable periods in 2000. The improved earnings primarily result from increased net interest income and noninterest income, including a gain on the exchange of an equity investment in an unaffiliated financial institution. These increases were partially offset by increased provisions for loan losses and higher operating expenses, including nonrecurring charges associated with the establishment of a specific reserve related to a contingent liability and the settlement of certain litigation." Commenting further, Dierberg added, "Net interest income increased primarily as a result of increased earning assets generated through internal loan growth along with our acquisitions of Lippo Bank, First Capital Group, Inc., Bank of Ventura, Commercial Bank of San Francisco, Millennium Bank and Bank of San Francisco, completed during 2000, and Charter Pacific Bank and BYL Bancorp, completed in 2001. However, the improvement in net interest income was partially mitigated by continued reductions in prevailing interest rates throughout 2001." The Company recorded a provision for loan losses of $9.6 million and $23.5 million for the three months and year ended December 31, 2001, respectively, compared to $3.1 million and $14.1 million for the comparable periods in 2000. The significant increase in the provision for loan losses reflects increases in total loans outstanding, net loan charge-offs, past due loans and nonperforming assets, as well as the recessionary economic conditions prevalent within the Company's markets. Noninterest income increased to $40.9 million and $98.6 million for the three months and year ended December 31, 2001, respectively, from $11.0 million and $42.8 million for the comparable periods in 2000. The increase is primarily due to a $19.1 million pre-tax gain recorded in the fourth quarter of 2001 in conjunction with the exchange of an equity investment relating to the common stock in an unaffiliated publicly traded financial institution for $10.0 million in cash and a $14.4 million equity investment in the acquiring unaffiliated financial institution. The increase also reflects net gains on derivative instruments of $4.2 million and $18.6 million for the three months and year ended December 31, 2001, respectively, which includes mark-to-market adjustments under SFAS 133, as well as $279,000 and $4.0 million of net gains recorded for the three months and year ended December 31, 2001, respectively, resulting from the terminations of certain interest rate swap and floor agreements. In addition, the overall increase in noninterest income reflects increased gains on mortgage loans sold resulting from increased volumes of loan originations and refinancings, increased service charges on deposit accounts, a $1.9 million pre-tax gain on the sale of the credit card loan portfolio, increased brokerage revenue, increased income on bank-owned life insurance and increased income associated with the Institutional Money Management and the International Banking Divisions. Operating expenses increased to $59.4 million and $230.3 million for the three months and year ended December 31, 2001, respectively, from $48.7 million and $171.2 million for the comparable periods in 2000. The increased operating expenses result primarily from: acquisitions completed during 2000 and 2001; higher salaries and employee benefit expenses associated with a competitive employment market; higher information technology fees due to growth and technological advancements in product and service offerings; higher legal, examination and professional fees associated with certain litigation and the continued expansion of overall corporate activities; increased amortization of intangibles associated with the aforementioned acquisitions completed during 2000; a nonrecurring litigation settlement charge included in other expense; and a $1.8 million charge to other expense associated with the establishment of a specific reserve for an unfunded letter of credit. For the year ended December 31, 2001, guaranteed preferred debentures expense of $6.0 million and $634,000 on the trust preferred securities issued by First Preferred Capital Trust II in October 2000 and First Preferred Capital Trust III in November 2001, respectively, also contributed to the overall increase in operating expenses. These higher operating expenses, exclusive of the litigation settlement and the specific reserve for the unfunded letter of credit, are reflective of significant investments that have been made in personnel, technology, equipment, facilities and new product and business lines which are part of First Banks' overall strategic growth plan. The payback on these investments is expected to occur over time through higher and more diversified revenue streams. As previously announced, FBA completed its acquisitions of Charter Pacific Bank, Agoura Hills, California, on October 16, 2001 and BYL Bancorp and its wholly-owned banking subsidiary, BYL Bank Group, Orange, California, on October 31, 2001. In addition, First Banks completed its acquisitions of Union Financial Group, Ltd. ("UFG"), Swansea, Illinois, on December 31, 2001 and Plains Financial Corporation ("PFC"), Des Plaines, Illinois, on January 15, 2002. Charter Pacific Bank, BYL Bancorp, UFG and PFC had assets of $101.5 million, $281.5 million, $341.4 million and $250.0 million, respectively, at the time of the acquisitions. At December 31, 2001, First Banks had consolidated assets of $6.78 billion and operated 150 offices in Missouri, Illinois, California, Texas and New Mexico. # # # This release contains forward-looking statements that are subject to risks and uncertainties arising out of or affecting the Company's business, not all of which can be predicted or anticipated. These statements are based on information currently available to First Banks' management, and numerous factors might cause actual results to differ materially from those contemplated in the forward-looking statements. For additional information, see the discussions of forward-looking statements that appear in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections of First Banks' most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the Securities and Exchange Commission.
FIRST BANKS, INC. FINANCIAL SUMMARY (in thousands, except per share data) (unaudited) Condensed Consolidated Statement of Income Information Three months ended Year ended December 31, December 31, ---------------------- -------------------- 2001 2000 2001 2000 ---- ---- ---- ---- Interest income............................................... $ 104,626 113,366 444,743 422,826 Interest expense.............................................. 39,641 51,481 191,014 187,679 --------- -------- -------- -------- Net interest income........................................ 64,985 61,885 253,729 235,147 Provision for loan losses..................................... 9,600 3,060 23,510 14,127 Noninterest income............................................ 40,865 10,993 98,609 42,778 Noninterest expense........................................... 59,433 48,677 230,261 171,163 --------- -------- -------- -------- Income before provision for income taxes, minority interest in income of subsidiary and cumulative effect of change in accounting principle................. 36,817 21,141 98,567 92,635 Provision for income taxes.................................... 5,928 7,794 30,048 34,482 --------- -------- -------- -------- Income before minority interest in income of subsidiary and cumulative effect of change in accounting principle..................................... 30,889 13,347 68,519 58,153 Minority interest in income of subsidiary..................... 1,007 557 2,629 2,046 --------- -------- -------- -------- Income before cumulative effect of change in accounting principle................................................ 29,882 12,790 65,890 56,107 Cumulative effect of change in accounting principle, net of tax................................................. -- -- (1,376) -- --------- -------- -------- -------- Net income................................................. $ 29,882 12,790 64,514 56,107 ========= ======== ======== ======== Basic earnings per common share: Income before cumulative effect of change in principle..... $1,251.86 529.46 2,751.54 2,338.04 Cumulative effect of change in accounting principle, net of tax.............................................. -- -- (58.16) -- --------- -------- -------- -------- $1,251.86 529.46 2,693.38 2,338.04 ========= ======== ======== ======== Diluted earnings per common share: Income before cumulative effect of change in principle..... $1,225.79 519.78 2,684.93 2,267.41 Cumulative effect of change in accounting principle, net of tax.............................................. -- -- (58.16) -- --------- -------- -------- -------- $1,225.79 519.78 2,626.77 2,267.41 ========= ======== ======== ======== Condensed Consolidated Balance Sheet Information December 31, December 31, 2001 2000 --------------- ------------- Total assets......................................................... $ 6,778,451 5,876,691 Loans, net of unearned discount...................................... 5,408,869 4,752,265 Allowance for loan losses............................................ 97,164 81,592 Deposits............................................................. 5,683,904 5,012,415 Note payable......................................................... 27,500 83,000 Stockholders' equity................................................. 448,657 352,846 Nonperforming assets................................................. 71,624 55,653
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