-----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, COTMeDD/Es8lOmHnn+CFS639scVyuLS0//Y12kvJ5ba2j9Tqdp+n33r0qozko1Bx AHA4nBydjYKlWoys9l9klg== 0001157523-05-008892.txt : 20051019 0001157523-05-008892.hdr.sgml : 20051019 20051018202751 ACCESSION NUMBER: 0001157523-05-008892 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051018 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051018 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: 051144055 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 a4998538.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) October 18, 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 October 18, 2005, FNB Corp. issued a news release announcing the results of operations for the quarter ended September 30, 2005. 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: October 18, 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 October 18, 2005. EX-99.1 2 a4998538ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FNB Corp. Announces 12% Increase in Third Quarter Earnings ASHEBORO, N.C.--(BUSINESS WIRE)--Oct. 18, 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 third quarter of 2005. Net income for the third quarter increased to $2.559 Million, or $.44 per diluted share, from $2.284 Million or $.40 per diluted share, in the same period of 2004, the gains in net income and earnings per share being 12.0% and 10.0%, respectively. For the first nine months of 2005, net income was $7.137 Million, or $1.24 per diluted share, compared to $4.352 Million, or $.74 per diluted share, in the same period last year, increases of 64.0% for earnings and 67.6% for EPS. The comparability of financial results for the nine-month periods was significantly affected by certain factors that negatively affected earnings of the second quarter of 2004, including a $2,780,000 provision for loan losses, which reflected loan charge-offs of $2,574,000, and the required adoption of an accounting change for the mortgage banking subsidiary that resulted in a $356,000 reduction in income from mortgage loan sales At September 30, 2005, total assets were $931,243,000, an increase of 10.1% from September 30, 2004, loans were $708,562,000, an increase of 10.5%, and deposits were $721,773,000, an increase of 12.5%. Compared to December 31, 2004, total assets, loans and deposits increased 7.9%, 6.6% and 9.4%, respectively. Return on average equity on an annualized basis for the first nine months of 2005 was 11.17%, and return on average assets was 1.06%. Return on tangible equity and assets (calculated by deducting average goodwill from average equity and from average assets) amounted to 13.82% and 1.08% respectively. For the 2005 third quarter, return on equity was 11.79% and return on assets was 1.12%, the returns on tangible equity and assets amounting to 14.53% and 1.14%, respectively. Increases in interest rates have improved the yield on earning assets, although the cost of funds is being impacted by the general increase in rates. Net interest income increased $4,177,000 or 20.4% in the first nine months of 2005 compared to the same period in 2004, reflecting the effect of an increase in the net interest margin, stated on a taxable equivalent basis, from 3.83% in 2004 to 4.15% in 2005 coupled with a 10.2% increase in the level of average earning assets. For the 2005 third quarter, the $1,411,000 or 19.6% increase in net interest income reflected an increase in the net interest margin from 3.94% to 4.24% and a 9.7% increase in average earning assets. "We are pleased to report improved quarterly earnings coupled with loan and deposit growth," reported FNB Chairman Michael C. Miller. "There was a significant increase in net interest income in the first nine months of 2005, reflecting both growth in earning assets and improved net interest margin. Growth and enhancement of our existing operations continues with the opening in August of our new Randleman YES Bank Office, replacing an outdated facility, and the ground breaking in September for our second YES Bank Office in Salisbury anchoring the "First National Center" development at Jake Alexander Boulevard and Statesville Road. "We are also preparing for completion of the acquisition of United Financial, Inc., the parent company of Alamance Bank and Hillsborough Bank. Based in Graham, N.C., United has approximately $150 Million in total assets. The United shareholders approved the merger on September 27, 2005 and, following approval by applicable regulatory authorities, the merger is expected to close in November with the subsidiary banks to merge by year-end 2005. "In another exciting development, we announced in September the proposed acquisition of Integrity Financial Corporation, the parent company of First Gaston Bank and Catawba Valley Bank, and its division Northwestern Bank. Based in Hickory, NC, Integrity has approximately $670 Million in total assets. The merger of Integrity into FNB will result in the creation of a new bank holding company to be known as FNB United Corp. that will be a $1.8 Billion enterprise with 41 community offices in 17 counties extending from the Central and Southern Piedmont and Sandhills to the Foothills and Mountains of Western North Carolina. The transaction is subject to certain conditions, including the approval of Integrity and FNB shareholders and applicable regulatory authorities. The merger is anticipated to close in the early second quarter of 2006." Noninterest income increased $902,000 or 8.9% in the first nine months of 2005 compared to the same period in 2004 and $314,000 or 8.6% in comparing third quarter results, due primarily to an increased level of income from mortgage loan sales and service charges on deposit accounts. As noted above, a required accounting change resulted in a $356,000 reduction in income from mortgage loan sales in the 2004 second quarter, while adoption of new regulatory guidance on the accounting for courtesy overdraft programs in the 2005 second quarter is having the effect of increasing noninterest income at the expense of higher loan loss provisions. Noninterest expense was $2,243,000 or 10.6% higher in the first nine months of 2005 and $1,235,000 or 17.4% higher in the third quarter, reflecting increased personnel expense that was due in large part to the higher level of mortgage loan sales activity and to increased incentive compensation. At September 30, 2005, the allowance for loan losses was $8,026,000, amounting to 1.16% of loans held for investment compared to 1.12% at December 31, 2004 and 1.10% at September 30, 2004. The provision for loan losses recorded in the third quarter of 2005 amounted to $446,000 compared to $460,000 in the third quarter of 2004. For the first nine months of 2005, the provision was $1,680,000 compared to $3,510,000 in the same period of 2004. As noted above, there was a significant provision recorded in the second quarter of 2004; and, commencing in the second quarter of 2005, adoption of new regulatory guidance on the accounting for courtesy overdraft programs is increasing the provision level, although offset by an increase in noninterest income. As of September 30, 2005, nonperforming loans were $5,132,000 in total compared to $5,227,000 and $6,062,000 as of December 31, 2004 and September 30, 2004, respectively. Nonaccrual loans and accruing loans past due 90 days or more amounted to $4,508,000 and $624,000 respectively, at September 30, 2005, $3,952,000 and $1,275,000 at December 31, 2004, and $4,121,000 and $1,941,000 at September 30, 2004. Loans considered impaired as of September 30, 2005 amounted to $215,000 (all of which was on nonaccrual status) compared to $321,000 as of September 30, 2004. There were no loans considered impaired as of December 31, 2004. FNB Corp. is the central North Carolina-based bank holding company for First National Bank and Trust Company and Dover Mortgage Company. First National (www.MyYesBank.com) operates 21 community YES! Banks in Archdale, Asheboro, Biscoe, China Grove, Ellerbe, Greensboro, Kannapolis, Laurinburg, Pinehurst, Ramseur, Randleman, Rockingham, Salisbury, Seagrove, Siler City, Southern Pines and Trinity. Dover Mortgage Company (www.dovermortgage.com) operates mortgage production offices in Carolina Beach, Charlotte, Goldsboro, Greenville, Kernersville, Lake Norman, Leland, Raleigh and Wilmington. Through its subsidiaries, FNB 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 First National's deposits up to applicable limits. FNB Corp. stock is traded on the NASDAQ National Market System under the symbol "FNBN". Market makers for FNB Corp. stock are Scott & Stringfellow, Morgan Keegan & Company, Keefe, Bruyette & Woods, Fig Partners, Ferris Baker Watts, Knight Securities, UBS Securities, Ryan Beck & Company, Sandler O'Neill & Partners and Stern Agee and Leach. This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for FNB, United and Integrity. These estimates constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve various risks and uncertainties. Actual results may differ materially due to such factors as: (1) expected cost savings from the mergers not materializing within the expected time frame; (2) revenues following the mergers not meeting expectations; (3) competitive pressures among financial institutions increasing significantly; (4) costs or difficulties related to the integration of the businesses of FNB, United and Integrity being greater than anticipated; (5) general economic conditions being less favorable than anticipated; and (6) legislation or regulatory changes adversely affecting the business in which the combined company will be engaged. FNB 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. FNB will file a registration statement with the Securities and Exchange Commission relating to the merger of FNB and Integrity. The registration statement will include a joint proxy statement/prospectus, which will serve as the proxy statement of FNB and Integrity relating to the solicitation of proxies for use at the meetings of their respective shareholders to approve the merger and the prospectus of FNB relating to the offer and distribution of FNB common stock in the merger. Investors are urged to read the proxy statement/prospectus and any other relevant documents to be filed with the Securities and Exchange Commission because they contain important information. Investors will be able to obtain these documents free of charge at the Commission's web site (www.sec.gov). In addition, documents filed with the Commission by FNB will be available free of charge from the Treasurer and Secretary, FNB Corp., 101 Sunset Avenue, Asheboro, North Carolina 27203. FNB Corp. and Subsidiaries CONSOLIDATED FINANCIAL INFORMATION (In thousands except per share data) Three Months Ended Nine Months Ended September 30, September 30, --------------------- ------------------- 2005 2004 2005 2004 --------- ----------- --------- --------- SUMMARY OF OPERATIONS Interest income: Loans $ 12,375 $ 9,042 $ 34,251 $ 25,353 Investment securities: Taxable income 873 795 2,539 2,591 Non-taxable income 406 429 1,243 1,303 Other 59 41 176 116 --------- ----------- --------- --------- Total interest income 13,713 10,307 38,209 29,363 Interest expense 5,093 3,098 13,585 8,916 --------- ----------- --------- --------- Net interest income 8,620 7,209 24,624 20,447 Provision for loan losses 446 460 1,680 3,510 --------- ----------- --------- --------- Net interest income after provision for loan losses 8,174 6,749 22,944 16,937 Noninterest income 3,966 3,652 11,088 10,186 Noninterest expense 8,319 7,084 23,478 21,235 --------- ----------- --------- --------- Income before income taxes 3,821 3,317 10,554 5,888 Income taxes 1,262 1,033 3,417 1,536 --------- ----------- --------- --------- Net income $ 2,559 $ 2,284 $ 7,137 $ 4,352 ======== ========== ========= ========= Per share data: Net income: Basic $ .46 $ .41 $ 1.27 $ .77 Diluted .44 .40 1.24 .74 Cash dividends declared .15 .15 .45 .45 September 30, December 31, -------------------- ----------- 2005 2004 2004 -------- ----------- ----------- BALANCE SHEET INFORMATION Total assets $931,243 $ 845,557 $ 862,891 Cash and due from banks 24,540 18,421 19,109 Investment securities 125,660 123,901 125,143 Loans 708,562 641,108 664,754 Other earning assets 15,228 8,751 1,400 Goodwill 16,359 16,335 16,335 Deposits 721,773 641,703 659,544 Other interest-bearing liabilities 114,135 115,351 113,647 Shareholders' equity 86,121 81,453 82,147 Per share data: Book value $ 15.32 $ 14.48 $ 14.66 Closing market price 18.86 17.68 19.14 FNB Corp. is the holding company for First National Bank and Trust Company and Dover Mortgage Company. FNB Corp. stock is traded on the Nasdaq National Market under the symbol "FNBN". Market makers are Scott & Stringfellow, Morgan Keegan & Company, Keefe, Bruyette & Woods, FIG Partners, Ferris Baker Watts, Knight Securities, UBS Securities, Ryan Beck & Company, Sandler O'Neill & Partners and Stern Agee and Leach. CONTACT: FNB Corp. Jerry A. Little, 336-626-8300 -----END PRIVACY-ENHANCED MESSAGE-----