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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2004

OR


o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                               to                              

Commission File Number: 00-30747


FIRST COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)

CALIFORNIA   33-0885320
(State or other jurisdiction
of incorporation or organization)
  (I.R.S. Employer Identification Number)

6110 El Tordo, P.O. Box 2388, Rancho Santa Fe, California

 

92067
(Address of principal executive offices)   (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 May 4, 2004 there were 15,459,737 shares of the registrant's common stock outstanding, excluding 522,000 shares of restricted stock.





TABLE OF CONTENTS

 
   
  Page
PART I—FINANCIAL INFORMATION    
  ITEM 1.   Consolidated Financial Statements (Unaudited)   3
    Unaudited Condensed Consolidated Balance Sheets   3
    Unaudited Condensed Consolidated Statements of Earnings   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   14
  ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk   30
  ITEM 4.   Controls and Procedures   30
PART II—OTHER INFORMATION   31
  ITEM 1.   Legal Proceedings   31
  ITEM 2.   Changes in Securities   31
  ITEM 3.   Defaults Upon Senior Securities   32
  ITEM 4.   Submission of Matters to a Vote of Security Holders   32
  ITEM 5.   Other Information   32
  ITEM 6.   Exhibits and Reports on Form 8-K   33
SIGNATURES   34

2



PART I—FINANCIAL INFORMATION

ITEM 1. Consolidated Financial Statements (Unaudited)


UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 
  March 31,
2004

  December 31,
2003

 
 
  (In thousands, except share data)

 
Assets:              
Cash and due from banks   $ 98,049   $ 101,968  
Federal funds sold     8,700     2,600  
   
 
 
  Total cash and cash equivalents     106,749     104,568  
Interest-bearing deposits in financial institutions     359     311  
Investments:              
  Federal Reserve Bank and Federal Home Loan Bank stock, at cost     15,182     14,662  
  Securities available-for-sale (amortized cost of $318,046 at March 31, 2004 and $420,531 at December 31, 2003)     318,642     417,656  
   
 
 
  Total investments     333,824     432,318  
Loans, net of fees     1,715,605     1,595,837  
Less: allowance for loan losses     (28,058 )   (25,752 )
   
 
 
  Net loans     1,687,547     1,570,085  
Premises and equipment, net     13,995     14,004  
Deferred income taxes     14,519     15,577  
Accrued interest receivable     8,111     7,432  
Goodwill     223,138     199,919  
Core deposit and customer relationship intangible assets     23,559     22,037  
Cash surrender value of life insurance     50,827     50,287  
Other assets     12,881     5,789  
   
 
 
  Total Assets   $ 2,475,509   $ 2,422,327  
   
 
 

Liabilities and Shareholders' Equity:

 

 

 

 

 

 

 
Liabilities:              

Noninterest-bearing deposits

 

$

844,667

 

$

814,365

 
Interest-bearing deposits     1,126,127     1,135,304  
   
 
 
  Total deposits     1,970,794     1,949,669  
Accrued interest payable and other liabilities     27,076     21,597  
Short-term borrowings     10,800     53,700  
Subordinated debentures     121,654     59,798  
   
 
 
  Total Liabilities     2,130,324     2,084,764  
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 15,928,081 and 15,893,141 at March 31, 2004 and December 31, 2003 (includes 469,000 and 460,000 shares of restricted stock, respectively)     309,020     308,336  
Retained earnings     49,308     44,706  
Unearned equity compensation     (13,488 )   (13,811 )
Accumulated other comprehensive income:              
  Unrealized gains (losses) on securities available-for-sale, net     345     (1,668 )
   
 
 
  Total Shareholders' Equity     345,185     337,563  
   
 
 
  Total Liabilities and Shareholders' Equity   $ 2,475,509   $ 2,422,327  
   
 
 
Book value per share   $ 21.67   $ 21.24  

See "Notes to Unaudited Condensed Consolidated Financial Statements."

3



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 
  Three Months Ended
March 31,

 
  2004
  2003
 
  (In thousands, except per share data)

Interest income:            
  Interest and fees on loans   $ 26,225   $ 25,611
  Interest on interest-bearing deposits in financial institutions     2     3
  Interest on investment securities     3,121     2,317
  Interest on federal funds sold     74     67
   
 
  Total interest income     29,422     27,998
   
 
Interest expense:            
  Interest expense on deposits     1,771     2,881
  Interest expense on short-term borrowings     68     22
  Interest expense on subordinated debentures     1,249     654
   
 
  Total interest expense     3,088     3,557
   
 
Net interest income     26,334     24,441
  Provision for loan losses         120
   
 
  Net interest income after provision for loan losses     26,334     24,321
   
 
Noninterest income:            
  Service charges and fees on deposit accounts     2,299     2,134
  Other commissions and fees     859     1,064
  Gain on sale of loans     171     138
  Gain on sale of securities     30    
  Gain on sale of other real estate owned         318
  Increase in cash surrender value of life insurance     507     312
  Other income     211     110
   
 
  Total noninterest income     4,077     4,076
   
 
Noninterest expense:            
  Salaries and employee benefits     9,725     8,009
  Occupancy     2,314     2,344
  Furniture and equipment     739     772
  Data processing     1,025     1,293
  Other professional services     672     545
  Business development     265     200
  Communications     497     540
  Insurance and assessments     379     327
  Cost of real estate owned         157
  Intangible asset amortization     691     588
  Other     1,558     1,425
   
 
  Total noninterest expense     17,865     16,200
   
 
Earnings before income taxes     12,546     12,197
Income taxes     5,046     4,964
   
 
  Net earnings   $ 7,500   $ 7,233
   
 
Per share information:            
Number of shares (weighted average)            
  Basic     15,451.6     15,330.1
  Diluted     15,962.3     15,775.9
Net earnings per share            
  Basic   $ 0.49   $ 0.47
  Diluted   $ 0.47   $ 0.46
Dividends declared per share   $ 0.1875   $ 0.15

See "Notes to Unaudited Condensed Consolidated Financial Statements."

4



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 
  Three Months Ended March 31,
 
  2004
  2003
 
  (In thousands)

Net earnings   $ 7,500   $ 7,233
Other comprehensive income, net of related income taxes:            
  Unrealized gains on securities:            
  Unrealized holding gains arising during the period     1,871     71
  Reclassifications of realized losses included in income     142    
   
 
Other comprehensive income     2,013     71
   
 
Comprehensive income   $ 9,513   $ 7,304
   
 

See "Notes to Unaudited Condensed Consolidated Financial Statements."

5



UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
  Three Months Ended March 31,
 
 
  2004
  2003
 
 
  (In thousands)

 
Cash flows from operating activities:              
  Net earnings   $ 7,500   $ 7,233  
    Adjustments to reconcile net earnings to net cash (used in) provided by operating activities:              
    Depreciation and amortization     2,168     2,218  
    Provision for loan losses         120  
    Gain on sale of OREO         (318 )
    Gain on sale of loans     (171 )   (138 )
    Gain on sale of securities     (30 )    
    Real estate valuation adjustments         153  
    Loss on sale of premises and equipment     4      
    Amortization of unearned compensation related to restricted stock     654      
    Accrued and deferred income taxes, net     2,095     3,270  
    Increase in other assets     (2,725 )   (3,224 )
    Decrease in accrued interest payable and other liabilities     (4,112 )   (11,032 )
    Dividends on FHLB stock     (25 )   (7 )
   
 
 
  Net cash provided by (used in) operating activities     5,358     (1,725 )
   
 
 
Cash flows from investing activities:              
  Net cash and cash equivalents acquired (paid) in acquisition of:              
    Bank of Coronado         372  
    First Community Financial Corporation     (36,035 )    
  Net (increase) decrease in loans outstanding     (47,302 )   11,541  
  Proceeds from sale of loans     2,719     2,146  
  Net (increase) decrease in interest-bearing deposits in financial institutions     (48 )   816  
  Maturities of investment securities     38,442     60,558  
  Proceeds from sale of securities available-for-sale     64,662     7,367  
  Purchases of securities available-for-sale     (1,275 )   (50,563 )
  Net purchases of FRB and FHLB stock     (495 )   (2,693 )
  Proceeds from sale of OREO         1,881  
  Purchases of premises and equipment, net     (693 )   (1,330 )
  Proceeds from sale of premises and equipment     12      
   
 
 
  Net cash provided by investing activities     19,987     30,095  
   
 
 
Cash flows from financing activities:              
  Net increase (decrease) in deposits:              
    Non interest-bearing     30,302     1,596  
    Interest-bearing     (9,177 )   (47,943 )
  Proceeds from issuance of subordinated debentures     61,856      
  Proceeds from exercise of stock options     353     660  
  Net decrease in short-term borrowings     (103,600 )   (1,223 )
  Cash dividends paid     (2,898 )   (2,302 )
   
 
 
  Net cash used in financing activities     (23,164 )   (49,212 )
   
 
 
  Net increase (decrease) in cash and cash equivalents     2,181     (20,842 )
  Cash and cash equivalents at beginning of period     104,568     124,366  
   
 
 
  Cash and cash equivalents at end of period   $ 106,749   $ 103,524  
   
 
 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 
  Cash paid during period for interest   $ 2,914   $ 3,600  
  Cash paid during period for income taxes     1,008     950  
  Transfer from loans to loans held-for-sale     2,549     2,008  

See "Notes to Unaudited Condensed Consolidated Financial Statements."

6



NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2004

NOTE 1—BASIS OF PRESENTATION

        We are a bank holding company registered under the Bank Holding Company Act of 1956, as amended. Our principal business is to serve as a holding company for our banking subsidiaries. As of March 31, 2004, those subsidiaries were First National Bank, which we refer to as First National, and Pacific Western National Bank, or Pacific Western. We refer to Pacific Western and First National herein as the "Banks" and when we say "we", "our" or the "Company", we mean the Company on a consolidated basis with the Banks. When we refer to "First Community" or to the holding company, we are referring to the parent company on a stand-alone basis.

        We completed twelve acquisitions from May 2000 through March 31, 2004. This includes the merger whereby the former Rancho Santa Fe National Bank and First Community Bank of the Desert became wholly-owned subsidiaries of the Company in a pooling-of-interests transaction. The other acquisitions have been accounted for using the purchase method of accounting and, accordingly, their operating results have been included in the consolidated financial statements from their respective dates of acquisition. We completed Professional Bancorp and First Charter Bank during 2001, Pacific Western National Bank, W.H.E.C., Inc., Upland Bank, Marathon Bancorp and First National Bank during 2002, and Bank of Coronado and Verdugo Banking Company during 2003. On March 1, 2004, we acquired First Community Financial Corporation, which we refer to as FC Financial, using the purchase method of accounting. On April 16, 2004, we completed the acquisition of Harbor National Bank, or Harbor National, and merged Harbor National into Pacific Western. Discussions about the Company and the Banks as of and for the quarter ended March 31, 2004 do not include Harbor National.

        The accounting and reporting policies of the Company are in accordance with accounting principles generally accepted in the United States of America. All significant intercompany balances and transactions have been eliminated.

        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 presented. 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 interim operating results are not necessarily indicative of operating results for the full year.

        Prior to December 31, 2003, the Company issued $58 million of trust preferred securities. Pursuant to FASB Interpretation No. 46R ("FIN 46R"), Consolidation of Variable Interest Entities, issued in December 2003, we deconsolidated our trust preferred entities at December 31, 2003. The overall effect of the deconsolidation on our financial position and operating results was not material.

        Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period to prepare these consolidated financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ from those

7


estimates. Material estimates subject to change in the near term include, among other items, the allowance for loan losses, the carrying values of intangible assets and the realization of deferred tax assets.

        Certain prior year amounts have been reclassified to conform to the current year's presentation.

NOTE 2—ACQUISITIONS

        We completed the following acquisitions during the time period of January 1, 2003 to March 31, 2004, using the purchase method of accounting, and accordingly, the operating results of the acquired entities have been included in the consolidated financial statements from their respective dates of acquisition:

Acquisition

  Bank of
Coronado

  Verdugo
Banking
Company

  FC Financial
 
Date Acquired

  January
2003

  August
2003

  March
2004

 
Assets Acquired:                    
  Cash and cash equivalents   $ 11,974   $ 33,075   $ 3,965  
  Interest-bearing deposits in financial institutions     100          
  Investment securities     2,699          
  Loans, net     63,891     147,471     72,708  
  Premises and equipment     261     82     106  
  Goodwill     7,250     22,080     23,219  
  Core deposit and customer relationship intangible assets     714     4,376     2,213  
  Other assets     1,601     4,467     2,251  
   
 
 
 
Total assets acquired     88,490     211,551     104,462  
   
 
 
 
Liabilities Assumed:                    
  Noninterest-bearing deposits     (17,079 )   (48,642 )    
  Interest-bearing deposits     (56,007 )   (119,111 )    
  Short-term borrowings             (60,700 )
  Accrued interest payable and other liabilities     (3,802 )   (9,545 )   (3,762 )
   
 
 
 
Total liabilities assumed     (76,888 )   (177,298 )   (64,462 )
   
 
 
 
Total cash consideration paid   $ 11,602   $ 34,253   $ 40,000  
   
 
 
 

Bank of Coronado Acquisition.

        On January 9, 2003, we acquired Bank of Coronado. We paid $11.6 million in cash in exchange for all of the outstanding common shares and options of Bank of Coronado. At the time of the merger, Bank of Coronado was merged into First National.

Verdugo Banking Company Acquisition.

        On August 22, 2003, we acquired Verdugo Banking Company. We paid approximately $34.3 million in cash for all outstanding shares of common stock and options. At the time of the merger, Verdugo Banking Company was merged into Pacific Western.

8



First Community Financial Corporation.

        On March 1, 2004, we acquired FC Financial, a privately-held commercial finance company based in Phoenix, Arizona. We paid $40.0 million in cash for all of the outstanding common stock and options of FC Financial. At the time of the acquisition FC Financial became a wholly-owned subsidiary of First National.

Merger Related Liabilities.

        The activity in our merger-related liability for the three months ended March 31, 2004 is as follows:

 
  Severance
and
Employee-
related

  System
Conversion
and
Integration

  Asset Write-
downs, Lease
Terminations
and Other
Facilities-related

  Other(1)
  Total
 
Balance at December 31, 2003   $ 1,178   $ 431   $ 3,712   $ 616   $ 5,937  
Additions related to 2004 acquisitions     150     200     20     2,175     2,545  
Non-cash write-downs and other     (7 )       (45 )   7     (45 )
Cash outlays     (266 )   (222 )   (643 )   (1,984 )   (3,115 )
   
 
 
 
 
 
Balance at March 31, 2004   $ 1,055   $ 409   $ 3,044   $ 814   $ 5,322  
   
 
 
 
 
 

(1)
Included in other are investment banking and professional fees.

NOTE 3—GOODWILL AND OTHER INTANGIBLE ASSETS

        We adopted Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, or SFAS No. 142, on January 1, 2002. Goodwill and intangible assets arise from purchase business combinations and SFAS No. 142 requires all business combinations to be accounted for under the purchase method of accounting. SFAS No. 142 addresses the initial recognition and measurement of goodwill and other intangible assets acquired as a result of a business combination and the recognition and measurement of those assets subsequent to acquisition. Under SFAS No. 142, goodwill and other intangible assets deemed to have indefinite lives are no longer amortized, but instead are tested for impairment annually, or more frequently, whenever certain events occur. We performed our annual test for impairment as of June 30, 2003, and concluded that there was no impairment in our goodwill at that time.

        SFAS No. 142 also requires intangible assets with definite lives to be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, Accounting for Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of. We recorded the aggregate values of the core deposit and customer relationship intangibles separate from goodwill and are amortizing them over their estimated useful lives of 10 years and 55 months, respectively. The customer relationship intangible for the FC Financial acquisition is based on a preliminary estimate of value. Accordingly, the amount of this asset and its useful life are subject to change.

9



        The changes in the carrying amounts of goodwill and other intangible assets for the three months ended March 31, 2004 are as follows:

 
  Goodwill
  Core Deposit
and Customer
Relationship
Intangible

 
 
  (In Thousands)

 
Balance as of December 31, 2003