EX-99.1 2 a06-24042_1ex99d1.htm EX-99.1

Exhibit 99.1

 

 

 

 

 

Contact:

Scott Montgomery, President & CEO

 

1809 7TH Avenue, Suite 1414

 

 

 

Seattle, WA 98101

 

smontgomery@mnbla.com

 

206.388-5785

 

David Brown, Exec VP & CFO

 

 

 

david.brown@mnbla.com

 

 

 

310-277-2265

 

 

 

NEWS RELEASE

National Mercantile Reports Record Third Quarter Profits

Los Angeles, California - November 8, 2006 - National Mercantile Bancorp (Nasdaq: MBLA), the holding company for Mercantile National Bank and South Bay Bank, N.A., today reported record profits for the third quarter and first nine months of 2006, with continued loan growth, improving operating efficiencies and lower overhead in the third quarter.

Net income for the third quarter of 2006 was $1.8 million, or $0.29 per diluted share, including a $322,000 after tax trading gain from the termination of a non-hedged interest rate swap. The company earned a return on average assets (ROAA) of 1.43% and a return on average equity of 17.05% during the third quarter. Excluding the nonrecurring gain, earnings increased 11% to a record $1.4 million, or $ 0.24 per diluted share, compared to $1.3 million, or $0.22 per diluted share, for the third quarter of 2005, excluding an after tax loss of $288,000 from the non-hedged swap.

Year-to-date net income was $4.0 million, or $0.66 per share, compared to $3.2 million, or $0.55 per share, for the 2005 period. An after-tax charge for non-hedge derivatives of $111,000 and $48,000 was recorded in the 2006 and 2005 periods, respectively.

Year-to-date core earnings increased 10% to $4.1 million, or $0.69 per diluted share, compared to $3.2 million, or $0.55 per diluted share during the first nine months of 2005.  The per share figures reflect the 5-for-4 stock split paid April 14, 2006, and the conversion of the Series A Preferred stock into common stock in June 2005.

“The interest rate swap related to our trust preferred securities was terminated during the third quarter of 2006.  As a result, the company recorded an after-tax gain of $322,000 during the quarter in addition to record core earnings.  The sale eliminates the quarterly volatility associated with the changes in the fair value of the swap,” said Scott A. Montgomery, President and CEO.

“The platform for profitable growth is now well established and gaining momentum in Southern California’s healthy middle business market,” Montgomery noted. “In its mid-year forecast, the Los Angeles County Economic Development Corporation predicted a ‘quiet boom’ with record levels of international trade and tourism.  It also highlighted strong construction spending for

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infrastructure projects across the region and improvement in the entertainment industry with stronger domestic and international box office receipts.  With housing and manufacturing stabilizing, the LAEDC forecast calls for 1.3% job growth in LA County, 1.4% job growth in Orange County and 1.8% job growth in Ventura County, for a total of more than 88,000 jobs in the three-county region.” (Source:www.laedc.org/newsroom/releases/2006/071206.pdf )

“Our merger of equals with FCB Bancorp of Camarillo is on track to close late this year or early next year.  We have filed for required approvals, and will proceed with shareholder approval as soon as our proxy statement is cleared by the SEC.  The combined banks are expected to have total assets of over $1 billion and a branch network of 12 full service offices and 3 loan production offices in Los Angeles, Ventura and Orange Counties,” Montgomery added.  “We continue to see opportunities for strong synergy in the combination of the two banking companies.”

REVIEW OF OPERATIONS

With continued loan growth and higher securities balances, revenue (net interest income before provision for credit losses plus non-interest income) increased to $6.7 million in 3Q06 compared to $5.2 million in 3Q05.  Third quarter core revenue grew 7% to $6.1 million from $5.7 million in 3Q05.  Year-to-date revenue was $18.2 million compared to $16.2 million in the first nine months of 2005.  Core revenue during the first nine months of 2006 grew 13% to $18.5 million from $16.3 million in the first nine months of 2005.

Third quarter net interest income before the provision for credit losses increased 9% to $5.9 million, compared to $5.4 million in 3Q05.  Year-to-date, net interest income grew 16% to $17.5 million compared to $15.1 million a year ago.

The company produced a net interest margin of 5.09% in the third quarter of 2006, which is in the upper quartile of peer banks, although down from 5.26% in the second quarter of 2006 and 5.57% in the third quarter a year ago.  Net interest margin was 5.22% year-to-date compared to 5.60% a year ago.

The provision for loan losses was $72,000 during the third quarter and totaled $144,000 for the first nine months of 2006.  The recovery of a loan previously charged off produced a credit to the allowance for loan losses of $213,000 during the third quarter of 2005.  National Mercantile’s allowance for credit losses was 1.30% of gross loans at September 30, 2006, and 1.37% a year ago.

Operating (non-interest) expense declined 5% during the third quarter to $3.5 million compared to $3.7 million in the third quarter a year ago.  Year-to-date operating expense was held to a 3%

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increase to $11.1 million as compared to $10.8 million during the first nine months a year ago.  “We continue to carefully manage overhead expenses and have held the growth in operating costs well below that of revenue growth, with improved productivity and efficiencies,” said David Brown, Chief Financial Officer. Operating expenses included an after-tax charge for stock options of $105,000 in 3Q06 and $290,000 year-to-date   In 2005, these expenses were disclosed in footnotes to the financial statements and totaled $90,000 in 3Q05 and $190,000 in the first nine months of 2005.

Operating efficiencies continued to improve during the quarter and year-to-date, reflecting top-line growth and cost control efforts. Excluding the impact of the change in hedge accounting, the efficiency ratio in 3Q06 improved to 57.6% from 65.1% in 3Q05.  During the first nine months of 2006, the core efficiency ratio improved to 60.0% from 65.1% in the first nine months of 2005.  The efficiency ratio, calculated by dividing non-interest expense by net interest income and non-interest income, measures overhead costs as a percentage of total revenues.

“For the third quarter results, we have included GAAP financial results reflecting the restated prior periods and non-GAAP data that reflects the core operating results excluding the non-hedged swap.  The loss of hedge accounting treatment as a result of the recent technical interpretations of SFAS 133 results in the changes in the fair value of the swap to be recorded in current income.  Considering that the economic effect of the swap is not affected by the accounting treatment, we determined that a side by side presentation of core earnings for the current periods compared to year ago periods provides additional meaningful information to our GAAP results.”

Core Earnings (a)

(in 000’s except per share)

 

3Q06

 

3Q05

 

YTD 06

 

YTD 05

 

GAAP net income

 

$

1,756

 

$

1,009

 

$

3,958

 

$

3,207

 

Provision for income taxes

 

1,328

 

715

 

3,026

 

2,276

 

Income before tax

 

3,084

 

1,724

 

6,984

 

5,483

 

Less Trading gains (loss) on non-hedge derivatives

 

550

 

(493

)

(267

)

(115

)

Pre-tax core earnings

 

2,534

 

2,217

 

7,251

 

5,598

 

Provision for income taxes

 

(1,092

)

(956

)

(3,125

)

(2,413

)

Core earnings

 

$

1,442

 

$

1,261

 

$

4,126

 

$

3,185

 

Core diluted earnings per share (a)

 

$

0.24

 

$

0.22

 

$

0.69

 

$

0.55

 

GAAP diluted earnings per share

 

$

0.29

 

$

0.17

 

$

0.66

 

$

0.55

 

 

 

 

 

 

 

 

 

 

 

GAAP Return on Equity

 

17.0

%

10.8

%

13.3

%

11.8

%

Core Return on Equity

 

14.1

%

13.5

%

13.8

%

11.5

%

GAAP Return on Assets

 

1.43

%

0.99

%

1.10

%

1.09

%

Core Return on Assets

 

1.19

%

1.24

%

1.14

%

0.99

%

GAAP Efficiency Ratio

 

52.8

%

71.2

%

60.9

%

66.9

%

Core Efficiency Ratio

 

57.6

%

65.1

%

60.0

%

65.1

%

GAAP Revenue

 

$

6,689

 

$

5,241

 

$

18,212

 

$

16,174

 

Core Revenue

 

$

6,139

 

$

5,734

 

$

18,479

 

$

16,289

 

 


(a) Defined as reported net income excluding after-tax trading gains and losses on non-hedge derivatives

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BALANCE SHEET PERFORMANCE

Total assets increased 15% to $494.2 million at September 30, 2006, from $428.3 million a year ago.  The loan portfolio grew 9% to $358.8 million at September 30, 2006, compared to $331.3 million at September 30, 2005.

Loan Portfolio Composition:

 

 

September 30,

 

 

 

2006

 

2005

 

(Dollars in thousands)

 

Amount

 

%

 

Amount

 

%

 

Commercial loans - secured and unsecured

 

$

100,757

 

28

%

$

88,281

 

27

%

Real estate loans:

 

 

 

 

 

 

 

 

 

Secured by commercial real properties

 

135,577

 

38

%

128,555

 

39

%

Secured by multifamily residential properties

 

10,170

 

3

%

11,697

 

3

%

Secured by one to four family residential properties

 

16,490

 

4

%

18,891

 

6

%

Total real estate loans

 

162,237

 

45

%

159,143

 

48

%

Construction and land development loans

 

88,407

 

25

%

79,097

 

24

%

Consumer: installment, home equity and unsecured

 

7,434

 

2

%

4,786

 

1

%

 

 

 

 

 

 

 

 

 

 

Total loans outstanding

 

$

358,835

 

100

%

$

331,307

 

100

%

 

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Total deposits increased 7% to $379.4 million at September 30, 2006, compared to $354.6 million a year earlier.  Money market accounts grew 45% year-over-year and now represent 29% of total deposits, up from 21% a year earlier.  Core deposits, excluding time certificates, accounted for 73% of total deposits at September 30, 2006, up from 71% a year ago.

Shareholders’ equity increased 16% to $42.8 million, or a book value per share of $7.45, at September 30, 2006, compared to $36.9 million, or $6.61 per share, at September 30, 2005.  Tangible book value increased 15% to $6.75 per share at September 30, 2006, from $5.87 per share at September 30, 2005.

“Credit quality has improved significantly this year, with the sale of the only piece of other real estate owned and only one small non-performing loan in the portfolio,” said Robert Bartlett, Chief Credit Officer.  At quarter-end, non-performing assets totaled $338,000 or 0.07% of total assets, down from $1.4 million, or 0.32% of total assets at September 30, 2005.  Net charge-offs were just $23,000 year-to-date.  There were no loan delinquencies at September 30, 2006.

ABOUT NATIONAL MERCANTILE BANCORP

National Mercantile Bancorp is the holding company for Mercantile National Bank and South Bay Bank, with offices located in Century City, Encino, Torrance, El Segundo, Costa Mesa and Beverly Hills, all among California’s highest value markets.  The banks’ focus is on business banking with specialty lending expertise in the entertainment, healthcare, professional services, real estate escrow, business and residential construction, property management industries and community-based non-profit organizations.  The company is building a premier business banking franchise with experienced loan officers providing highly personalized service.

This press release contains forward-looking statements about the Company.  Forward-looking statements consist of descriptions of plans or objectives for future operations, products or services, forecasts of revenues, earnings or other measures of economic performance and assumptions underlying or relating to any of the foregoing.  Because forward-looking statements discuss future events or conditions and not historical facts, they often include words such as “believe,” “potential,” “confident,” “encourage or encouraging,” “will be,” “anticipate,” “estimate” or similar expressions.  Do not rely unduly on forward-looking statements.  They give the Company’s expectations about the future and are not guarantees or predictions of future events, conditions or results.  Forward-

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looking statements speak only as of the date they are made, and the Company does not undertake to update them to reflect changes that occur after that date.  Many factors, most beyond the company’s control, could cause actual results to differ significantly from the Company’s expectations.  These factors include, among other things, changes in interest rates, which affect margins, impact funding sources or alter loan demand; increased competitive pressures; changes in national and local economic conditions; fluctuations in the California real estate markets; changes in fiscal policy, monetary policy, legislative or regulatory environments; changes in the credit quality of the Company’s loan portfolio, the Company’s abilities to realize further efficiencies and achieve growth targets, and finalization of year-end audit results.  These and other factors are discussed in greater detail in the Company’s Annual Report on Form 10-KSB for the year ended December 31, 2005.

Additional Information

The proposed merger will be submitted to the shareholders of each of National Mercantile and FCB Bancorp for their consideration. First California Financial Group, Inc. has filed a registration statement, which will include a joint proxy statement/prospectus to be sent to the shareholders of each of National Mercantile and FCB Bancorp, and each of First California Financial Group, National Mercantile and FCB Bancorp may file other relevant documents concerning the proposed merger with the SEC. Shareholders are urged to read the registration statement and the joint proxy statement/prospectus regarding the proposed merger when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You will be able to obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about First California Financial Group, National Mercantile and FCB Bancorp, at the SEC’s website (http://www.sec.gov). You will also be able to obtain these documents, free of charge, by accessing National Mercantile’s website (http://www.mnbla.com) under the tab “Investor Relations”, or by accessing FCB Bancorp’s website (http://www.fcbank.com) under the tab “About Us”.

National Mercantile and FCB Bancorp and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of National Mercantile and FCB Bancorp in connection with the proposed merger. Information about the directors and executive officers of National Mercantile is set forth in the proxy statement for its 2006 annual meeting of shareholders, as filed with the SEC on April 20, 2006. Information about the directors and executive officers of FCB Bancorp is set forth in its Annual Report on Form 10-K, as filed with the SEC on March 31, 2006. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed merger when it becomes available. You may obtain free copies of these documents as described above.

 

6




 

National Mercantile Bancorp and Subsidiaries

Selected Statement of Operations Data and Ratios:

 

 

 

For the Three Months Ended

 

(Unaudited)

 

Sept. 30,

 

June 30,

 

March 31,

 

Dec. 31,

 

Sept. 30,

 

Annual %

 

(In thousands, except share data)

 

2006

 

2006

 

2006(b)

 

2005(b)

 

2005(b)

 

Change

 

Interest income

 

$

9,248

 

$

8,913

 

$

8,051

 

$

7,585

 

$

6,754

 

36.9

%

Interest expense

 

3,387

 

2,947

 

2,335

 

1,907

 

1,368

 

147.6

%

Net interest income before provision for credit losses

 

5,861

 

5,966

 

5,716

 

5,678

 

5,386

 

8.8

%

Provision for credit losses

 

72

 

40

 

32

 

40

 

(213

)

n/a

 

Net interest income after provision for credit losses

 

5,789

 

5,926

 

5,684

 

5,638

 

5,599

 

3.4

%

Other operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit-related and other customer services

 

255

 

234

 

232

 

242

 

252

 

1.2

%

Other operating income

 

573

 

(310

)

(315

)

(194

)

(397

)

-244.3

%

Other operating expenses

 

3,533

 

3,819

 

3,732

 

3,561

 

3,730

 

-5.3

%

Income before provision for income taxes

 

3,084

 

2,031

 

1,869

 

2,125

 

1,724

 

78.9

%

Provision for income taxes

 

1,328

 

885

 

813

 

883

 

715

 

85.7

%

Net income

 

$

1,756

 

$

1,146

 

$

1,056

 

$

1,242

 

$

1,009

 

74.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.32

 

$

0.21

 

$

0.19

 

$

0.23

 

$

0.19

 

68.4

%

Diluted

 

$

0.29

 

$

0.19

 

$

0.18

 

$

0.21

 

$

0.17

 

70.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

5,545,903

 

5,542,441

 

5,518,383

 

5,459,528

 

5,408,969

 

 

 

Diluted

 

5,985,837

 

6,035,527

 

6,002,461

 

5,925,829

 

5,925,830

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RATIOS

 

 

 

 

 

 

 

 

 

 

 

 

 

Return on quarterly average assets

 

1.43

%

0.94

%

0.93

%

1.12

%

0.99

%

 

 

Return on quarterly average equity

 

17.05

%

11.66

%

10.82

%

12.95

%

10.72

%

 

 

Net interest margin - average earning assets

 

5.09

%

5.26

%

5.49

%

5.51

%

5.57

%

 

 

Operating expense ratio

 

2.88

%

3.14

%

3.30

%

3.22

%

3.65

%

 

 

Efficiency ratio (c)

 

52.82

%

64.84

%

66.25

%

62.19

%

71.17

%

 

 

 


(b) As restated

(c) Other operating expense divided by net interest income and other operating income.

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For the Nine Months Ended

 

(Unaudited)

 

Sept. 30,

 

Sept. 30,

 

Annual %

 

(In thousands, except share data)

 

2006

 

2005(b)

 

Change

 

Interest income

 

$

26,212

 

18,680

 

40.3

%

Interest expense

 

8,669

 

3,576

 

142.4

%

Net interest income before provision for credit losses

 

17,543

 

15,104

 

16.1

%

Provision for credit losses

 

144

 

(124

)

-216.1

%

Net interest income after provision for credit losses

 

17,399

 

15,228

 

14.3

%

Other operating income:

 

 

 

 

 

 

 

Net gain on sale of securities

 

 

 

 

 

 

 

Deposit-related and other customer services

 

721

 

818

 

-11.9

%

Other operating income

 

(52

)

252

 

-584.6

%

Other operating expenses

 

11,084

 

10,815

 

2.5

%

Income before provision for income taxes

 

6,984

 

5,483

 

27.4

%

Provision for income taxes

 

3,026

 

2,276

 

33.0

%

Net income

 

$

3,958

 

3,207

 

23.4

%

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

Basic

 

$

0.71

 

0.74

 

-4.1

%

Diluted

 

$

0.66

 

0.55

 

20.0

%

Weighted average shares outstanding:

 

 

 

 

 

 

 

Basic

 

5,535,676

 

4,350,700

 

 

 

Diluted

 

6,008,042

 

5,873,871

 

 

 

Total shares outstanding

 

5,801,391

 

5,484,843

 

 

 

 

 

 

 

 

 

 

 

RATIOS

 

 

 

 

 

 

 

Return on average assets

 

1.10

%

1.09

%

 

 

Return on average equity

 

13.27

%

11.83

%

 

 

Net interest margin - average earning assets

 

5.22

%

5.60

%

 

 

Operating expense ratio

 

3.04

%

3.66

%

 

 

Efficiency ratio (c)

 

60.86

%

66.87

%

 

 

 


(b) As restated

(c) Other operating expense divided by net interest income and other operating income.

 

National Mercantile Bancorp and Subsidiaries

Selected Financial Condition Ratios:

 

(Unaudited)

 

Sept. 30,

 

June 30,

 

March 31,

 

Dec. 31,

 

Sept. 30,

 

(In thousands, except ratios and shares)

 

2006

 

2006

 

2006

 

2005

 

2005

 

 

 

 

 

 

 

 

 

 

 

 

 

Average quarterly assets

 

$

486,336

 

$

487,372

 

$

458,881

 

$

438,715

 

$

405,572

 

Nonperforming assets

 

 

 

 

 

 

 

 

 

 

 

Nonaccrual loans

 

338

 

343

 

300

 

319

 

313

 

Loans 90 days past due and still accruing

 

 

 

 

 

 

Other real estate owned

 

 

 

 

1,056

 

1,056

 

Total nonperforming assets

 

338

 

343

 

300

 

1,375

 

1,369

 

Loan to deposit ratio

 

94.58

%

94.55

%

87.45

%

93.50

%

93.44

%

Allowance for credit losses to total loans

 

1.30

%

1.32

%

1.29

%

1.32

%

1.37

%

 

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National Mercantile Bancorp and Subsidiaries

Selected Financial Condition Data:

 

(Unaudited)

 

Sept. 30,

 

June 30,

 

March 31,

 

Dec.31,

 

Sept. 30,

 

(In thousands, except share data)

 

2006

 

2006

 

2006

 

2005

 

2005

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks-demand

 

$

10,709

 

$

15,002

 

$

15,211

 

$

13,507

 

$

15,113

 

Due from banks-interest bearing

 

2,000

 

2,263

 

2,000

 

2,000

 

2,000

 

Federal funds sold and securities purchased under agreements to resell

 

 

600

 

2,790

 

685

 

3,110

 

Investment securities

 

105,478

 

103,970

 

88,263

 

74,370

 

59,177

 

Loans

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

100,757

 

91,485

 

93,517

 

89,474

 

88,281

 

Real estate

 

162,237

 

164,394

 

159,724

 

150,802

 

159,143

 

Construction and land development

 

88,407

 

88,717

 

96,121

 

92,077

 

79,097

 

Consumer and other loans

 

7,434

 

7,686

 

5,133

 

7,239

 

4,786

 

Total loans outstanding

 

358,835

 

352,282

 

354,495

 

339,592

 

331,307

 

Deferred net loan fees

 

(615

)

(1,053

)

(995

)

(1,034

)

(1,128

)

Loans receivable, net

 

358,220

 

351,229

 

353,500

 

338,558

 

330,179

 

Allowance for loan and lease losses

 

(4,661

)

(4,648

)

(4,562

)

(4,468

)

(4,526

)

Net loans receivable

 

353,559

 

346,581

 

348,938

 

334,090

 

325,653

 

Goodwill and intangible assets

 

4,464

 

4,520

 

4,576

 

4,632

 

4,688

 

Accrued interest receivable and other assets

 

17,987

 

18,466

 

17,554

 

19,175

 

18,569

 

Total assets

 

$

494,197

 

$

491,402

 

$

479,332

 

$

448,459

 

$

428,310

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES & CAPITAL

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing demand

 

$

115,740

 

$

115,650

 

$

122,638

 

$

115,924

 

$

124,053

 

Interest-bearing demand deposits

 

27,768

 

30,973

 

31,716

 

36,018

 

31,583

 

Money market accounts

 

109,210

 

97,578

 

91,885

 

76,334

 

75,377

 

Savings

 

24,435

 

24,102

 

26,336

 

28,208

 

30,180

 

Time certificates of deposit:

 

 

 

 

 

 

 

 

 

 

 

$100,000 or more

 

84,094

 

86,756

 

114,296

 

87,468

 

72,845

 

Under $100,000

 

18,171

 

17,516

 

18,481

 

19,256

 

20,518

 

Total deposits

 

379,418

 

372,575

 

405,352

 

363,208

 

354,556

 

Other borrowings

 

52,600

 

57,250

 

16,400

 

28,337

 

19,000

 

Junior subordinated deferrable interest debentures

 

15,464

 

15,464

 

15,464

 

15,464

 

15,464

 

Accrued interest and other liabilities

 

3,939

 

7,077

 

3,414

 

3,288

 

2,376

 

Total liabilities

 

451,421

 

452,366

 

440,630

 

410,297

 

391,396

 

Total shareholders’ equity

 

42,776

 

39,036

 

38,702

 

38,162

 

36,914

 

Total liabilities & shareholders’ equity

 

$

494,197

 

$

491,402

 

$

479,332

 

$

448,459

 

$

428,310

 

 

 

 

 

 

 

 

 

 

 

 

 

Book value per common share (d)

 

$

7.45

 

$

6.89

 

$

6.69

 

$

6.72

 

$

6.61

 

Tangible book value per common share (e)

 

$

6.75

 

$

6.18

 

$

5.96

 

$

5.99

 

$

5.87

 

 


(d) Total common equity divided by fully-diluted shares outstanding including common share equivalents.

(e) Total common equity, less goodwill and other intangible assets; divided by fully-diluted shares outstanding.

 

Note:  Transmitted on Prime Zone on November 8, 2006.

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