-----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, SG5HoPxRbj/mtoFLCOQkD+/mHdzH3DCREZS/Yox+DKlrPnm92khZU83NFvmfjWH2 JvY4Q3h5RfVK9eQFYaVHpQ== 0001157523-06-003919.txt : 20060421 0001157523-06-003919.hdr.sgml : 20060421 20060420195227 ACCESSION NUMBER: 0001157523-06-003919 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060420 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060421 DATE AS OF CHANGE: 20060420 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: 06771082 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 a5129032.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) April 20, 2006 -------------- 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 April 20, 2006, FNB Corp. issued a news release announcing the results of operations for the quarter ended March 31, 2006. 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: April 20, 2006 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 April 20, 2006. EX-99.1 2 a5129032ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 FNB Corp. Announces First Quarter Earnings and Regulatory Approval for Integrity Financial Merger ASHEBORO, N.C.--(BUSINESS WIRE)--April 20, 2006--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 first quarter of 2006. Net income for the first quarter increased to $2.677 Million, or $.42 per diluted share, from $2.306 Million, or $.40 per diluted share, in the same period of 2005, the gains in net income and earnings per share being 16.1% and 5.0%, respectively. At March 31, 2006, total assets were $1,106,268,000, an increase of 23.5% from March 31, 2005, loans were $820,710,000, an increase of 18.8%, and deposits were $850,561,000, an increase of 24.2%. Return on average equity on an annualized basis for the first quarter of 2006 was 10.26%, and return on average assets was 0.98%. Return on tangible equity and assets (calculated by deducting average goodwill and core deposit premiums from average equity and from average assets) amounted to 14.91% and 1.01%, respectively. The first quarter of 2006 was the first full quarter of earnings that included the former United Financial, Inc., which was acquired by FNB Corp. in November of 2005. United's banking subsidiary, Alamance Bank (including its division, Hillsborough Bank) was merged with and into First National Bank and Trust Company effective February 1, 2006. Included in the first quarter financial results are costs of various integration expenses and data and other systems conversions which were accomplished in February. Synergies from the acquisition are expected to begin being realized during the second quarter. In addition, net income was reduced $112,000 in the first quarter of 2006 by the accounting change effective January 1, 2006 that requires recognition of compensation expense for stock options based on their grant-date fair value. "We are again pleased to report increased quarterly earnings during a time of merger integrations and challenging interest rate cycles," reported FNB Chairman Michael C. Miller. "We had an increase in net interest income in the first quarter of 2006, due to shifts in interest rates and growth in earning assets. We were also able to scale back our provision for loan losses as a result of improved loan loss experience." Net interest income increased $2,262,000 or 28.9% in the first quarter of 2006 compared to the same period in 2005, reflecting the effect of an increase in the net interest margin, stated on a taxable equivalent basis, from 4.08% in 2005 to 4.26% in 2006 coupled with a 22.6% increase in the level of average earning assets. Noninterest income increased $348,000 or 11.0% in the first quarter of 2006 compared to the same period in 2005. Increased fees for deposit account services, increased investment management fees and a slight improvement in income from mortgage loan sales offset a lower level of sales of non-FDIC insured investments. Noninterest expense was $2,193,000 or 30.4% higher in the 2006 first quarter, representing both the increased size of the organization following the United acquisition and the conversion/integration and other expenses noted above. At March 31, 2006, the allowance for loan losses was $9,960,000 amounting to 1.25% of loans held for investment compared to 1.25% at December 31, 2005 and 1.14% at March 31, 2005. The provision for loan losses recorded in the first quarter of 2006 was $77,000 compared to the $370,000 provision recorded in the same period of 2005. As of March 31, 2006, nonperforming loans were $10,100,000 in total compared to $6,046,000 and $5,773,000 as of December 31, 2005 and March 31, 2005, respectively. Nonaccrual loans and accruing loans past due 90 days or more amounted to $8,549,000 and $1,551,000, respectively at March 31, 2006, $5,398,000 and $648,000 at December 31, 2005, and $5,336,000 and $437,000 at March 31, 2005. Loans considered impaired as of March 31, 2006 totaled $206,000 (of which, loans totaling $118,000 were also on nonaccrual status) compared to $1,084,000 as of March 31, 2005. There were no loans considered impaired as of December 31, 2005. Miller also commented on FNB's pending merger with Integrity Financial Corporation, based in Hickory, North Carolina. "We're pleased that shareholders of both organizations approved this transaction, and that the Federal Reserve has given its regulatory approval. We're looking forward to completing the merger, on behalf of our customers, communities, shareholders and employees." In the merger, FNB Corp. will change its name to FNB United Corp. and the combined entity will have over 6,000 shareholders, 10.9 Million shares outstanding and a market capitalization exceeding $200 Million. 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 25 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. Dover Mortgage Company (www.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 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. FNB Corp. stock is traded on the NASDAQ National Market System under the symbol "FNBN". Market makers are Scott & Stringfellow, Morgan Keegan & Company, Howe Barnes Investments, Smith Barney, FIG Partners, Ferris Baker Watts, Keefe, Bruyette & Woods, Sandler, O'Neil and Partners, Knight Securities, Goldman Sachs, Stern, Agee and Leach and Ryan, Beck & Company. This news release contains forward-looking statements, including estimates of future operating results and other forward-looking financial information for FNB. 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 Corp. and Subsidiaries CONSOLIDATED FINANCIAL INFORMATION (In thousands except per share data) SUMMARY OF OPERATIONS Three Months Ended March 31, ------------------- 2006 2005 ------------------- Interest income: Loans $15,206 $10,554 Investment securities: Taxable income 1,296 806 Non-taxable income 460 422 Other 164 32 ------------------- Total interest income 17,126 11,814 Interest expense 7,045 3,995 ------------------- Net interest income 10,081 7,819 Provision for loan losses 77 370 ------------------- Net interest income after provision for loan losses 10,004 7,449 Noninterest income 3,510 3,162 Noninterest expense 9,415 7,222 ------------------- Income before income taxes 4,099 3,389 Income taxes 1,422 1,083 ------------------- Net income $ 2,677 $ 2,306 =================== Per share data: Net income: Basic $ .42 $ .41 Diluted .42 .40 Cash dividends declared .15 .15 BALANCE SHEET INFORMATION March 31, Dec. 31, ------------------------------------------ 2006 2005 2005 ------------------------------------------ Total assets $1,106,268 $895,769 $1,102,085 Cash and due from banks 20,751 13,916 22,389 Investment securities 158,282 125,901 159,806 Loans 820,710 690,637 812,666 Other earning assets 19,036 10,641 22,490 Goodwill 31,389 16,359 31,381 Deposits 850,561 685,014 841,609 Other interest-bearing liabilities 139,877 119,130 146,567 Shareholders' equity 103,936 82,921 102,315 Per share data: Book value $ 16.27 $ 14.80 $ 16.06 Closing market price 20.42 20.09 19.00 FNB Corp. is the holding company for First National Bank and Trust Company and Dover Mortgage Company. Alamance Bank was acquired effective November 4, 2005 under a merger transaction for the acquisition of United Financial, Inc., accounted for as a purchase business combination. Prior period financial information has not been restated. Alamance Bank was merged into First National Bank effective February 1, 2006. FNB Corp. stock is traded on the Nasdaq National Market under the symbol "FNBN". Market makers are Scott & Stringfellow, Morgan Keegan & Company, Howe Barnes Investments, Smith Barney, FIG Partners, Ferris Baker Watts, Keefe, Bruyette & Woods, Sandler O'Neill & Partners, Knight Securities, Goldman Sachs, Stern Agee and Leach and Ryan Beck & Company CONTACT: FNB Corp. Jerry A. Little, 336-626-8300 -----END PRIVACY-ENHANCED MESSAGE-----