-----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, Qg47HXnrDy7A3rm1GeWaX0Fbs7WqFgYS2XJQ4ptacWkipk/9bbEgujfHAlWu+Tkn pfUOD0ge1LEwFb4Swd8ljw== 0000905870-06-000055.txt : 20061222 0000905870-06-000055.hdr.sgml : 20061222 20061222163410 ACCESSION NUMBER: 0000905870-06-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB United Corp. CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13823 FILM NUMBER: 061297442 BUSINESS ADDRESS: STREET 1: 150 SOUTH FAYETTEVILLE STREET STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27204 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/NC DATE OF NAME CHANGE: 19920703 8-K 1 form8k.txt FNB UNITED CORP-8-K 12-22-06 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported) December 21, 2006 -------------- FNB United Corp. ----------------------- (Exact Name of Registrant as Specified in its Charter) North Carolina 0-13823 56-1456589 - ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commission File (IRS Employer of Incorporation) Number) Identification No.) 150 South Fayetteville Street, Asheboro, North Carolina 27203 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (336) 626-8300 - ------------------------------------------------------------------------- 101 Sunset Avenue, Asheboro, North Carolina 27203 - ------------------------------------------------------------------------------ (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)) Item 2.02. Results of Operations and Financial Condition. On December 22, 2006, FNB United Corp. issued a press release, announcing that it will restate its historical financial statements for the quarter and nine months ended September 30, 2006 as a result of an overstatement of an estimated loss on investment securities in connection with the restructuring of its investment portfolio. The corrections to the financial results reported in the Form 8-K and related press release for these periods will be noted in the Form 10-Q, as amended, for the third quarter. A copy of the press release is attached as Exhibit 99.1 to this report on Form 8-K and is incorporated herein by reference. Item 4.02(a). Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. On December 21, 2006, management, the Audit Committee of the Board of Directors, and the Board of Directors of FNB United Corp. concluded, after consultation with its independent registered accounting firm, Dixon Hughes PLLC, that its historical financial statements for the quarter and nine-month period ended September 30, 2006 and its Form 8-K and related press release reporting its results for these periods should no longer be relied upon as a result of an overstatement of the estimated loss on investment securities in connection with the recent restructuring of its investment portfolio. During the quarter ended September 30, 2006, FNB United Corp. restructured its investment portfolio to eliminate certain under-performing investments and to improve the net interest margin. The loss incurred in the restructuring was originally estimated at $812,500, net of income taxes, or $.07 per diluted share. This estimated loss was reflected in the results of operations and financial statements of FNB United Corp. for the quarter ended September 30, 2006. The actual loss was $360,000, net of income taxes, or $.03 per diluted share for the quarter ended September 30, 2006. The difference between the estimated loss and the actual loss was attributable to a miscalculation associated with paydowns on mortgage-backed securities. The restatement is expected to have the following impact on net income and diluted earnings per share for the third quarter of 2006 and the nine-month period ended September 30, 2006.
As Originally Reported As Restated ---------------------- ------------ Diluted Diluted Earnings Per Earnings Per Net Income Share Net Income Share Three Months Ended 9/30/06 $ 2,026 $ 0.18 $ 2,479 $ 0.22 Nine Months Ended 9/30/06 $ 8,736 $ 0.95 $ 9,189 $ 1.00
FNB United Corp. plans to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 as soon as practicable to reflect the restatement. Management has discussed the matters disclosed in this Current Report on Form 8-K with Dixon Hughes PLLC in reaching the conclusion to restate the financial statements for the quarter ended September 30, 2006. Item 9.01. Financial Statements and Exhibits. Exhibits: 99.1 Press release dated December 22, 2006 announcing the restatement of historical financial statements of FNB United Corp. for the third quarter of 2006. This Current Report on Form 8-K (including information included or incorporated by reference herein) may contain, among other things, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, (i) statements regarding certain of FNB United's goals and expectations regarding earnings, income per share, revenue, expenses and the growth rate in such items, as well as other measures of economic performance, and (ii) statements preceded by, followed by or including the words "may," "could," "should," "would," "believe," "anticipate," "estimate," "expect," "intend," "plan," "projects," "outlook" or similar expressions. These statements are based upon the current belief and expectations of FNB United's management and are subject to significant risks and uncertainties that are subject to change based on various factors, many of which are beyond FNB United's control. 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. FNB UNITED CORP. Date: December 22, 2006 By /s/Robert O. Bratton ------------------------- Robert O. Bratton Executive Vice President and Chief Administrative Officer EX-99 2 ex991.txt FNB UNITED CORP-PRESS RELEASE 12/22/06 Exhibit 99.1 For Immediate Release December 22, 2006 For Information Contact: Robert O. Bratton 336-318-7883 Lisa B. Boylen 336-626-8300 [LOGO] FNB UNITED CORP. _________________________________________________________ P.O. Box 1328, Asheboro, NC 27204 Phone 336-626-8300 150 South Fayetteville Street, Asheboro, NC 27203 Fax 336-626-8338 FNB United Corp. Announces Restatement of Financial Statements Due to Earlier Overstatement of Estimated Loss on Investment Securities FNB United Corp. (NASDAQ:FNBN) today announced that it will restate its historical financial statements for the quarter and nine months ended September 30, 2006. The historical financial statements for these periods and the Form 8-K and related press release of FNB United reporting results for the third quarter of 2006 should no longer be relied upon as a result of an overstatement of an estimated loss on investment securities. During the quarter ended September 30, 2006, FNB United restructured its investment portfolio to eliminate certain under-performing investments and to improve the net interest margin. The loss was originally estimated at $812,500, net of income taxes, or $.07 per diluted share. This estimated loss was reflected in the results of operations and financial statements of FNB United for the quarter ended September 30, 2006. The actual loss was $360,000, net of income taxes, or $.03 per diluted share for the quarter ended September 30, 2006. The difference between the estimated loss and the actual loss was attributable to a miscalculation associated with paydowns on mortgage-backed securities. The restatement is expected to have the following impact on net income and diluted earnings per share for the third quarter of 2006 and nine months ended September 30, 2006.
As Originally Reported As Restated ---------------------- ------------ Diluted Diluted Earnings Per Earnings Per Net Income Share Net Income Share Three Months Ended 9/30/06 $ 2,026 $ 0.18 $ 2,479 $ 0.22 Nine Months Ended 9/30/06 $ 8,736 $ 0.95 $ 9,189 $ 1.00
FNB United plans to amend its Quarterly Report on Form 10-Q for the quarter ended September 30, 2006 as soon as practicable to reflect the restatement. FNB United Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company - including its divisions First Gaston Bank, Catawba Valley Bank and Northwestern Bank - and Dover Mortgage Company. Opened in 1907, First National (MyYesBank.com) operates 26 community YES! Banks in Archdale, Asheboro, Biscoe, Burlington, China Grove, Ellerbe, Graham, Greensboro, Hillsborough, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity. It also operates five community offices as First Gaston Bank (firstgaston.com) in Belmont, Dallas, Gastonia, Mt. Holly and Stanley; six community offices as Catawba Valley Bank (catawbavalleybank.com) in Hickory, Mooresville, Newton and Statesville and six community offices as Northwestern Bank of Wilkesboro (nwesternbank.com) in Boone, Millers Creek, Taylorsville, Wilkesboro and West Jefferson. Dover Mortgage Company (dovermortgage.com) operates 10 mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greensboro, Greenville, Lake Norman, Leland, Raleigh, Waxhaw and Wilmington. Through its subsidiaries, FNB United Corp. offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth management and internet banking services. The Federal Deposit Insurance Corporation insures deposits up to applicable limits. This news release may contain forward-looking statements. Such statements are subject to certain factors that may cause FNB United's results to vary from those expected, including the risks set forth from time to time in FNB United's filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management's judgment only as of the date hereof. FNB United does not assume any obligation to update these forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, competition from both financial and non-financial institutions; changes in interest rates, deposit flows, loan demand and real estate values; changes in legislation or regulation; changes in accounting principles, policies or guidelines; changes in the securities markets; the timing and occurrence (or non-occurrence) of transactions and events that may be subject to circumstances beyond the control of FNB United; and other economic, competitive, governmental, regulatory and technological factors affecting FNB United specifically or the banking industry or economy generally. Source: FNB United Corp. * * * -----END PRIVACY-ENHANCED MESSAGE-----