-----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, QHHmZkCsmkBBi5awH1OjcMa0J1HhixM3MldswMqiad2f5susF1wu/vugyDo/k0pL c8UyGJyLLVcXI9izhbJ7pg== 0001157523-05-000608.txt : 20050126 0001157523-05-000608.hdr.sgml : 20050126 20050126102717 ACCESSION NUMBER: 0001157523-05-000608 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050126 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050126 DATE AS OF CHANGE: 20050126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/NC 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: 05548658 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE 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 8-K 1 a480803.txt FNB CORP. 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) January 26, 2005 ---------------- FNB 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.) 101 Sunset Avenue, Asheboro, North Carolina 27203 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (336) 626-8300 ----------------------------- N/A - -------------------------------------------------------------------------------- (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 Instruction 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 January 26, 2005, FNB Corp. issued a news release announcing the results of operations for the year ended December 31, 2004. A copy of FNB's news release is attached hereto as Exhibit 99.1. The information in this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing made by FNB under the Securities Act of 1933, whether made before or after the date hereof, except as shall be expressly set forth by specific reference in such filing. ITEM 9.01. Financial Statements and Exhibits The exhibits listed in the Exhibit Index are filed herewith as part of this Current Report on Form 8-K. 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, thereunto duly authorized. FNB CORP. Date: January 26, 2005 By /s/ Jerry A. Little ----------------------- Jerry A. Little Treasurer and Secretary (Principal Financial and Accounting Officer) INDEX TO EXHIBITS The following exhibits are filed as part of this report: Exhibit No. Description - ----------- ----------- 99.1 News Release dated January 26, 2005. EX-99.1 2 a480803ex99.txt EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 FNB Corp. Announces Increased Fourth Quarter Earnings ASHEBORO, N.C.--(BUSINESS WIRE)--Jan. 26, 2005--FNB Corp. (NASDAQ:FNBN), the holding company for First National Bank and Trust Company and Dover Mortgage Company, today announced its financial results for the fourth quarter of 2004. Net income for the fourth quarter increased to $2.246 Million, or $.39 per diluted share, from $1.925 Million, or $.33 per diluted share, in the same period of 2003, the gains in net income and earnings per share being 16.7% and 18.2%, respectively. On an unaudited basis, net income for the year ending December 31, 2004 was $6.598 Million, or $1.13 per diluted share, compared to $8.400 Million, or $1.43 per diluted share, in 2003, which represents decreases of 21.5% for earnings and 21.0% for EPS. During the 2004 fourth quarter, FNB Corp. banking subsidiaries First National Bank and Trust and Rowan Bank were merged effective as of November 30. Nonrecurring merger-related expenses consisting of regulatory, legal, operational and severance expenses negatively impacted fourth quarter results by approximately $.02 per share. "We are pleased that the partnership between First National and Rowan Bank is fully completed," reported FNB Corp. Chairman, Michael C. Miller. "Merging our banks makes us more efficient by maximizing our synergy, resources and operational systems, and strengthens community bank practices such as friendly service, local lending and contributions, employee volunteer programs and more." In addition, earnings for the year ending December 31, 2004 were negatively impacted in the second quarter, as previously reported, by a $2,780,000 provision for loan losses, which provision took into account, among other factors, loan charge-offs of $2,574,000 recorded in that quarter. Further, the required adoption in the second quarter of an SEC-mandated accounting change related to the mortgage banking industry resulted in a $356,000 reduction of Dover's income from mortgage loan sales. At December 31, 2004, total assets were $862,191,000, an increase of 11.6%% from December 31, 2003, loans were $664,754,000, an increase of 20.4%, and deposits were $659,544,000, an increase of 10.3%. Return on average equity for 2004 was 8.00%, and return on average assets was ..80%. Return on tangible equity and assets (calculated by deducting average goodwill from average equity and from average assets) amounted to 9.98% and .82%, respectively. For the 2004 fourth quarter, return on equity was 10.88% and return on assets was 1.05%, the returns on tangible equity and assets amounting to 13.56% and 1.07%, respectively. "We are pleased to report improved fourth quarter earnings coupled with loan and deposit growth in our banking operations," reported FNB Chairman Michael C. Miller. "Noninterest income increased in 2004 with growth in fee-based services and wealth management activities, even as the secondary mortgage business continues at a more measured pace following last year's refinancing-based activity. We are pleased with the results of our expansion efforts at First National and at Dover, as both companies are seeking to add offices and grow their businesses organically," he added. Miller also reported that First National Bank & Trust Company has received approval from the Comptroller of the Currency to locate a new YESBank office at New Garden Road and Bryan Boulevard in Greensboro, expanding the Experience Retail program that has worked well in other markets. In the next quarter, First National expects to file an application for an office to be located on property that had been acquired by Rowan Bank on Jake Alexander Boulevard in Salisbury. In addition, Dover Mortgage Company's new office in Carolina Beach is poised to capture the growth in this rapidly developing area. Earnings continue to be affected by the extended period of historically low interest rates produced by the Federal Reserve's stimulative monetary policy. Commencing June 29, 2004, however, the Fed has implemented a tightening policy that has resulted in five one-quarter percent increases in the prime rate. These increases are working to improve the yield on earning assets, although the cost of funds is being impacted by the general increase in interest rates. While benefiting from a 4.5% increase in the level of average earning assets, net interest income increased only $1,020,000 or 3.8% during 2004 compared to 2003 due largely to the effect of the low interest rate environment in the first half of 2004. The $1,012,000 or 15.4% increase in net interest income in comparing fourth quarter results reflects the benefit of the prime rate increases as well as a 9.6% rise in average earning assets. The net interest margin amounted to 3.89% on a taxable equivalent basis in 2004 compared to 3.94% in 2003, the fourth quarter comparison being 4.02% for 2004 and 3.87% for 2003. Noninterest income in the 2004 fourth quarter increased $238,000 or 7.3% compared to the 2003 fourth quarter and $73,000 or 0.5% in comparing yearly results. Gains in the level of income from fee-based services and wealth management activities served to offset the decline in mortgage banking revenues. Noninterest expense was $710,000 or 10.4% higher in the 2004 fourth quarter, reflecting general cost increases and the expenses, as discussed above, related to merging First National Bank and Rowan Bank, and was $1,596,000 or 5.9% higher for the year 2004, reflecting in part the Dover acquisition which was completed in the second quarter of 2003 (and hence did not affect the results for the first quarter of 2003). At December 31, 2004, the allowance for loan losses was $7,293,000, amounting to 1.12% of loans held for investment compared to 1.14% at December 31, 2003. The provision for loan losses recorded in 2004, reflecting a $2,780,000 provision recorded in the 2004 second quarter as discussed above, amounted to $4,030,000 compared to $1,860,000 in 2003. Additionally, the 2004 provision for loan losses has been impacted by the significant growth in loans held for investment. For the fourth quarter of 2004, the provision was $520,000 compared to $325,000 in the same period of 2003. As of December 31, 2004, nonperforming loans were $5,227,000 in total compared to $5,993,000 at December 31, 2003. Nonaccrual loans and accruing loans past due 90 days or more amounted to $3,952,000 and $1,275,000, respectively at December 31, 2004 compared to $5,235,000 and $758,000 at December 31, 2003. There were no loans considered impaired as of December 31, 2004 while loans considered impaired as of December 31, 2003 totaled $1,963,000. FNB Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company, Rowan Bank and Dover Mortgage Company. First National Bank and Trust (www.MyYesBank.com) operates twenty community offices in Archdale, Asheboro, Biscoe, China Grove, Ellerbe, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity and a loan production office in Greensboro. Dover Mortgage Company (www.dovermortgage.com) operates seven mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greenville, Lake Norman, Raleigh and Wilmington. Through its subsidiaries, FNB offers a complete line of consumer, mortgage and business banking services, including loan, deposit, cash management, trust and wealth management and internet banking services. Deposits are insured by the Federal Deposit Insurance Corporation. FNB Corp. stock is traded on the NASDAQ National Market System under the symbol "FNBN". Market makers are Scott & Stringfellow, Keefe, Bruyette & Woods, Goldman Sachs, Fig Partners, Ferris Baker Watts, Knight Securities, Ryan Beck & Company, Trident Securities, Sandler O'Neill & Partners and Stern Agee and Leach. This news release contains forward-looking statements. Such statements are subject to certain factors which may cause the company's results to vary from those expected, including the risks set forth from time to time in the company'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. The company undertakes no obligation to publicly revise these forward-looking statements to reflect events and circumstances that arise after the date hereof. FNB Corp. and Subsidiaries CONSOLIDATED FINANCIAL INFORMATION (In thousands except per share data) Three Months Ended Twelve Months Ended December 31, December 31, ----------- ----------- 2004 2003 2004 2003 ---- ---- ---- ---- SUMMARY OF OPERATIONS Interest income: Loans $ 9,831 $ 8,063 $ 35,184 $ 33,194 Investment securities: Taxable income 778 985 3,369 5,061 Non-taxable income 424 445 1,727 1,629 Other 40 42 156 274 Total interest income 11,073 9,535 40,436 40,158 Interest expense 3,486 2,960 12,402 13,144 Net interest income 7,587 6,575 28,034 27,014 Provision for loan losses 520 325 4,030 1,860 Net interest income after provision for loan losses 7,067 6,250 24,004 25,154 Noninterest income 3,487 3,249 13,673 13,600 Noninterest expense 7,520 6,810 28,755 27,159 Income before income taxes 3,034 2,689 8,922 11,595 Income taxes 788 764 2,324 3,195 Net income $ 2,246 $ 1,925 $ 6,598 $ 8,400 ===== ===== ===== ===== Per share data: Net income: Basic $ .40 $ .34 $ 1.17 $ 1.50 Diluted .39 .33 1.13 1.43 Cash dividends declared .15 .17 .60 .59 December 31, 2004 2003 ---- ---- BALANCE SHEET INFORMATION Total assets $862,891 $773,245 Cash and due from banks 19,109 17,164 Investment securities 125,143 144,259 Loans 664,754 551,913 Other earning assets 1,400 9,960 Goodwill 16,335 16,325 Deposits 659,544 597,925 Other interest-bearing liabilities 113,647 86,721 Shareholders' equity 82,147 81,458 Per share data: Book value $ 14.66 $ 14.32 Closing market price 19.14 21.18 NOTE: The amounts as reported are subject to year-end audit. FNB Corp. is the holding company for First National Bank and Trust Company and Dover Mortgage Company. Dover was acquired effective April 1, 2003 under a merger transaction accounted for as a purchase business combination. Prior period financial information has not been restated. Rowan Bank, previously a separate subsidiary of FNB Corp., was merged into First National Bank and Trust Company effective November 30, 2004. FNB Corp. stock is traded on the NASDAQ National Market System under the symbol "FNBN". Market makers are Scott & Stringfellow, Keefe, Bruyette & Woods, Goldman Sachs, Fig Partners, Ferris Baker Watts, Knight Securities, Ryan Beck & Company, Trident Securities, Sandler O'Neill & Partners and Stern Agee and Leach. CONTACT: FNB Corp. Jerry A. Little, 336-626-8300 -----END PRIVACY-ENHANCED MESSAGE-----