UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended September 30, 2003 |
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OR |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to |
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Commission File Number: 00-30747
FIRST COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
| CALIFORNIA (State or other jurisdiction of incorporation or organization) |
33-0885320 (I.R.S. Employer Identification Number) |
6110 El Tordo, P.O. Box 2388, Rancho Santa Fe, California (Address of principal executive offices) |
92067 (Zip Code) |
(858) 756-3023 (Registrant's telephone number, including area code) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes ý No o
As of November 3, 2003 there were 15,862,441 shares of the registrant's common stock outstanding.
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| PART IFINANCIAL INFORMATION | |||||
ITEM 1. |
Consolidated Financial Statements (unaudited) |
3 |
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| Unaudited Condensed Consolidated Balance Sheets | 3 | ||||
| Unaudited Condensed Consolidated Statements of Income | 4 | ||||
| Unaudited Condensed Consolidated Statements of Comprehensive Income | 5 | ||||
| Unaudited Condensed Consolidated Statements of Cash Flows | 6 | ||||
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 | ||||
| ITEM 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 15 | |||
| ITEM 3. | Quantitative and Qualitative Disclosure About Market Risk | 34 | |||
| ITEM 4. | Controls and Procedures | 34 | |||
PART IIOTHER INFORMATION |
35 |
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ITEM 1. |
Legal Proceedings |
35 |
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| ITEM 2. | Changes in Securities | 35 | |||
| ITEM 3. | Defaults Upon Senior Securities | 35 | |||
| ITEM 4. | Submission of Matters to a Vote of Security Holders | 35 | |||
| ITEM 5. | Other Information | 35 | |||
| ITEM 6. | Exhibits and Reports on Form 8-K | 36 | |||
SIGNATURES |
38 |
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2
ITEM 1. Consolidated Financial Statements (Unaudited)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, 2003 |
December 31, 2002 |
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(In thousands, except per share data) |
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| Assets: | ||||||||
| Cash and due from banks | $ | 93,925 | $ | 97,666 | ||||
| Federal funds sold | 32,500 | 26,700 | ||||||
| Total cash and cash equivalents | 126,425 | 124,366 | ||||||
| Interest-bearing deposits in financial institutions | 367 | 1,041 | ||||||
| Federal Reserve Bank and Federal Home Loan Bank stock, at cost | 12,488 | 6,991 | ||||||
| Securities held-to-maturity (fair value of $6,943 at December 31, 2002) | | 6,684 | ||||||
| Securities available-for-sale (amortized cost of $432,189 at September 30, 2003 and $309,681 at December 31, 2002) | 429,395 | 312,183 | ||||||
| Total securities | 441,883 | 325,858 | ||||||
| Gross loans | 1,550,722 | 1,429,328 | ||||||
| Deferred fees and costs | (4,058 | ) | (4,932 | ) | ||||
| Loans, net of deferred fees and costs | 1,546,664 | 1,424,396 | ||||||
| Allowance for loan losses | (25,768 | ) | (24,294 | ) | ||||
| Net loans | 1,520,896 | 1,400,102 | ||||||
| Premises and equipment, net | 14,513 | 13,397 | ||||||
| Other real estate owned, net | | 3,117 | ||||||
| Deferred tax assets, net | 16,092 | 15,673 | ||||||
| Accrued interest receivable | 7,488 | 6,961 | ||||||
| Goodwill | 199,956 | 168,573 | ||||||
| Core deposit intangible | 22,760 | 19,477 | ||||||
| Cash surrender value of life insurance | 49,731 | 27,923 | ||||||
| Other assets | 8,319 | 9,389 | ||||||
| Total Assets | $ | 2,408,430 | $ | 2,115,877 | ||||
| Liabilities and Shareholders' Equity: | ||||||||
| Liabilities: | ||||||||
| Noninterest-bearing deposits | $ | 777,238 | $ | 657,443 | ||||
| Interest-bearing deposits | 1,194,180 | 1,081,178 | ||||||
| Total deposits | 1,971,418 | 1,738,621 | ||||||
| Accrued interest payable and other liabilities | 33,808 | 21,741 | ||||||
| Short-term borrowings | 14,000 | 1,223 | ||||||
| Trust preferred securities | 58,000 | 38,000 | ||||||
| Total Liabilities | 2,077,226 | 1,799,585 | ||||||
| Shareholders' Equity: | ||||||||
| Preferred stock; authorized 5,000,000 shares; no shares issued and outstanding | | | ||||||
| Common stock, no par value; authorized 30,000,000 shares; issued and outstanding 15,857,510 and 15,297,037 at September 30, 2003 and December 31, 2002 | 307,501 | 291,803 | ||||||
| Retained earnings | 39,159 | 23,039 | ||||||
| Unearned equity compensation | (13,836 | ) | | |||||
| Accumulated other comprehensive income: | ||||||||
| Unrealized (losses) gains on securities available-for-sale, net | (1,620 | ) | 1,450 | |||||
| Total Shareholders' Equity | 331,204 | 316,292 | ||||||
| Total Liabilities and Shareholders' Equity | $ | 2,408,430 | $ | 2,115,877 | ||||
| Book value per share | $ | 20.89 | $ | 20.68 | ||||
See "Notes to Unaudited Condensed Consolidated Financial Statements."
3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2003 |
2002 |
2003 |
2002 |
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(In thousands, except per share data) |
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| Interest income: | |||||||||||||
| Interest and fees on loans | $ | 25,179 | $ | 19,843 | $ | 76,146 | $ | 47,257 | |||||
| Interest on interest-bearing deposits in financial institutions | 2 | 3 | 11 | 9 | |||||||||
| Interest on investment securities | 2,510 | 2,291 | 6,873 | 6,091 | |||||||||
| Interest on federal funds sold | 299 | 230 | 577 | 674 | |||||||||
| Total interest income | 27,990 | 22,367 | 83,607 | 54,031 | |||||||||
| Interest expense: | |||||||||||||
| Interest expense on deposits | 2,158 | 2,848 | 7,558 | 7,827 | |||||||||
| Interest expense on short-term borrowings | 54 | 87 | 87 | 125 | |||||||||
| Interest expense on convertible debt | | 9 | | 23 | |||||||||
| Interest expense on trust preferred securities | 712 | 677 | 1,982 | 1,777 | |||||||||
| Total interest expense | 2,924 | 3,621 | 9,627 | 9,752 | |||||||||
| Net interest income | 25,066 | 18,746 | 73,980 | 44,279 | |||||||||
| Provision for loan losses | | | 300 | | |||||||||
| Net interest income after provision for loan losses | 25,066 | 18,746 | 73,680 | 44,279 | |||||||||
| Noninterest income: | |||||||||||||
| Service charges and fees on deposit accounts | 2,219 | 1,546 | 6,632 | 3,890 | |||||||||
| Other commissions and fees | 1,104 | 504 | 3,052 | 1,389 | |||||||||
| Gain on sale of loans | 135 | 54 | 721 | 263 | |||||||||
| Gain on sale of securities | | | 1,756 | | |||||||||
| Increase in cash surrender value of life insurance | 523 | 169 | 1,345 | 484 | |||||||||
| Other income | 896 | 260 | 1,515 | 1,482 | |||||||||
| Total noninterest income | 4,877 | 2,533 | 15,021 | 7,508 | |||||||||
| Noninterest expense: | |||||||||||||
| Salaries and employee benefits | 8,082 | 6,906 | 24,141 | 16,965 | |||||||||
| Occupancy | 2,567 | 1,694 | 7,004 | 3,999 | |||||||||
| Furniture and equipment | 817 | 836 | 2,404 | 2,218 | |||||||||
| Data processing | 1,168 | 841 | 3,665 | 2,321 | |||||||||
| Other professional services | 723 | 668 | 1,822 | 1,948 | |||||||||
| Business development | 316 | 275 | 737 | 762 | |||||||||
| Communications | 613 | 509 | 1,672 | 1,235 | |||||||||
| Stationery and supplies | 175 | 237 | 477 | 557 | |||||||||
| Insurance and assessments | 410 | 280 | 1,137 | 789 | |||||||||
| Cost of real estate owned | | 8 | 168 | 79 | |||||||||
| Core deposit intangible amortization | 632 | 238 | 1,807 | 577 | |||||||||
| Other | 1,517 | 1,271 | 4,055 | 2,794 | |||||||||
| Total noninterest expense | 17,020 | 13,763 | 49,089 | 34,244 | |||||||||
| Income before income taxes | 12,923 | 7,516 | 39,612 | 17,543 | |||||||||
| Income taxes | 5,182 | 3,034 | 15,995 | 7,039 | |||||||||
| Net income | $ | 7,741 | $ | 4,482 | $ | 23,617 | $ | 10,504 | |||||
| Per share information: | |||||||||||||
| Number of shares (weighted average) | |||||||||||||
| Basic | 15,401.9 | 11,792.4 | 15,367.6 | 8,628.0 | |||||||||
| Diluted | 15,897.1 | 12,234.8 | 15,819.5 | 8,983.1 | |||||||||
| Net income per share | |||||||||||||
| Basic | $ | 0.50 | $ | 0.38 | $ | 1.54 | $ | 1.22 | |||||
| Diluted | $ | 0.49 | $ | 0.37 | $ | 1.49 | $ | 1.17 | |||||
| Dividends declared per share | $ | 0.1875 | $ | 0.15 | $ | 0.4875 | $ | 0.39 | |||||
See "Notes to Unaudited Condensed Consolidated Financial Statements."
4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
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Three Months Ended September 30, |
Nine Months Ended September 30, |
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2003 |
2002 |
2003 |
2002 |
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(In thousands) |
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| Net income | $ | 7,741 | $ | 4,482 | $ | 23,617 | $ | 10,504 | ||||||
| Other comprehensive income, net of related income taxes: | ||||||||||||||
| Unrealized gains (losses) on securities: | ||||||||||||||
| Unrealized holding gains (losses) arising during the period | (2,662 | ) | 731 | (2,431 | ) | 1,975 | ||||||||
| Less reclassifications of realized gains included in income | | | 639 | | ||||||||||
| Other comprehensive (loss) income | (2,662 | ) | 731 | (3,070 | ) | 1,975 | ||||||||
| Comprehensive income | $ | 5,079 | $ | 5,213 | $ | 20,547 | $ | 12,479 | ||||||
See "Notes to Unaudited Condensed Consolidated Financial Statements."
5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
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Nine Months Ended September 30, |
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2003 |
2002 |
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(In thousands) |
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| Cash flows from operating activities: | |||||||||
| Net income | $ | 23,617 | $ | 10,504 | |||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||
| Depreciation and amortization | 6,709 | 3,116 | |||||||
| Provision for loan losses | 300 | | |||||||
| Gain on sale of OREO | (345 | ) | (148 | ) | |||||
| Gain on sale of loans | (721 | ) | (263 | ) | |||||
| Gain on sale of securities | (1,756 | ) | | ||||||
| Real estate valuation adjustments | 153 | | |||||||
| Gain on sale of premises and equipment | (6 | ) | (1 | ) | |||||
| Amortization of unearned compensation related to restricted stock | 446 | | |||||||
| (Increase) decrease in other assets | (13,532 | ) | 5,012 | ||||||
| Decrease in accrued interest payable and other liabilities | (3,195 | ) | (28,454 | ) | |||||
| Dividend on FHLB stock | (59 | ) | (27 | ) | |||||
| Net cash provided by (used in) operating activities | 11,611 | (10,261 | ) | ||||||
| Cash flows from investing activities: | |||||||||
| Net cash and cash equivalents acquired in acquisition of: | |||||||||
| Bank of Coronado | 372 | | |||||||
| Verdugo Banking Company | (1,178 | ) | | ||||||
| Pacific Western Bank | | 1,401 | |||||||
| WHEC | | 24,853 | |||||||
| Upland Bank | | (2,970 | ) | ||||||
| Marathon Bancorp | | 11,351 | |||||||
| First National Bank | | 48,900 | |||||||
| Net decrease (increase) in loans outstanding | 84,185 | (159,571 | ) | ||||||
| Proceeds from sale of loans | 6,804 | 2,736 | |||||||
| Net decrease in interest-bearing deposits in financial institutions | 774 | 813 | |||||||
| Securities held-to-maturity: | |||||||||
| Proceeds from sale | 3,452 | | |||||||
| Maturities | 3,360 | 2,348 | |||||||
| Securities available-for-sale: | |||||||||
| Proceeds from sale | 179,916 | | |||||||
| Maturities | 148,764 | 144,307 | |||||||
| Purchases | (449,722 | ) | (89,845 | ) | |||||
| Net (purchases) sales in FRB and FHLB stock | (5,013 | ) | 621 | ||||||
| Proceeds from sale of OREO | 3,309 | 1,911 | |||||||
| Purchases of premises and equipment, net | (3,237 | ) | (1,990 | ) | |||||
| Proceeds from sale of premises and equipment | 7 | 893 | |||||||
| Net cash used in investing activities | (28,207 | ) | (14,242 | ) | |||||
| Cash flows from financing activities: | |||||||||
| Net increase (decrease) in deposits: | |||||||||
| Non interest-bearing | 54,074 | 36,979 | |||||||
| Interest-bearing | (62,116 | ) | (61,379 | ) | |||||
| Proceeds from issuance of trust preferred securities | 20,000 | 10,000 | |||||||
| Proceeds from rights offering | | 112,348 | |||||||
| Proceeds from exercise of stock options | 1,417 | 694 | |||||||
| Net increase (decrease) in short-term borrowings | 12,777 | (57,029 | ) | ||||||
| Convertible debt payment | | (114 | ) | ||||||
| Cash dividends paid | (7,497 | ) | (3,433 | ) | |||||
| Net cash provided by financing activities | 18,655 | 38,066 | |||||||
| Net increase in cash and cash equivalents | 2,059 | 13,563 | |||||||
| Cash and cash equivalents at beginning of period | 124,366 | 104,703 | |||||||
| Cash and cash equivalents at end of period | $ | 126,425 | $ | 118,266 | |||||
| Supplemental disclosure of cash flow information: | |||||||||
| Cash paid during period for interest | $ | 9,634 | $ | 10,666 | |||||
| Cash paid during period for income taxes | 11,111 | 2,235 | |||||||
| Transfer from loans to other real estate owned | | 1,443 | |||||||
| Conversion of convertible debt | | 557 | |||||||
| Transfer from loans to loans held-for-sale | 6,353 | 2,473 | |||||||
6
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2003
NOTE 1BASIS OF PRESENTATION
Organization and Nature of Operations.
First Community Bancorp ("First Community" on a parent-only basis and the "Company", "we" or "our" on a consolidated basis) is the holding company for First National Bank ("First National") and Pacific Western National Bank ("Pacific Western" and together with First National, the "Banks"). The Banks are full-service community banks offering a broad range of banking products and services including: originating commercial loans, real estate and construction loans, Small Business Administration ("SBA") loans and consumer loans, along with accepting demand and time deposits and providing other services including foreign exchange services. We extend credit to customers located primarily in the counties we serve and, through certain programs, we also extend credit to businesses located in Mexico. We focus on providing commercial banking services to small and medium-sized businesses through 32 full-service banking offices located in Los Angeles, Orange, Riverside, San Bernardino and San Diego counties. The Company, through the Banks, derives its income primarily from the interest received on the various loan products, interest on investment securities, and fees from providing deposit services and extending credit.
We have completed seven acquisitions since December 31, 2001. All the acquisitions were accounted for using the purchase accounting method and accordingly the results of operations for each acquisition have been included in the consolidated financial statements since the dates of the respective acquisitions. All acquisitions were undertaken for the purpose of increasing our market share and presence in the communities we serve in addition to the expectation that they will be accretive to our earnings once the acquired banks have been fully integrated with our operations.
Consolidation and Basis of Presentation.
The consolidated financial statements include the accounts of First Community and its subsidiaries. The unaudited condensed consolidated financial statements of the Company included herein have been prepared in conformity with accounting principles generally accepted in the United States of America. Our financial statements reflect all adjustments, which are, in the opinion of management, necessary to present a fair statement of the results for the interim periods indicated. Certain reclassifications have been made to the consolidated financial statements for 2002 to conform to the 2003 presentation. Certain information and note disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. The results of operations for the three and nine months ended September 30, 2003 are not necessarily indicative of the results of operations to be expected for the remainder of the year.
The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company's Annual Report filed on Form 10-K for the year ended December 31, 2002.
Use of Estimates.
The preparation of consolidated financial statements requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable for such circumstances;
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however, actual results may differ significantly from these estimates and assumptions which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods. Material estimates subject to change include, among other items, the allowance for loan losses and the carrying value of other real estate owned, deferred tax assets, goodwill and core deposit intangible.
NOTE 2ACQUISITIONS
The Company has made the following acquisitions since January 1, 2002:
| Acquisition |
Pacific | |||
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