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 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.
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| PART IFINANCIAL 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 IIOTHER 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
ITEM 1. Consolidated Financial Statements (Unaudited)
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, 2004 |
December 31, 2003 |
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|---|---|---|---|---|---|---|---|---|
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(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
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Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|
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2004 |
2003 |
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(In thousands, except per share data) |
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| 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
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Three Months Ended March 31, |
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|---|---|---|---|---|---|---|---|
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2004 |
2003 |
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(In thousands) |
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| 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
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Three Months Ended March 31, |
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2004 |
2003 |
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(In thousands) |
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| 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: |
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| 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 1BASIS 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.
(a) Basis of Presentation
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.
(b) Use of Estimates
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.
(c) Reclassifications
Certain prior year amounts have been reclassified to conform to the current year's presentation.
NOTE 2ACQUISITIONS
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 |
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|---|---|---|---|---|---|---|---|---|---|---|---|
| Date Acquired |
January 2003 |
August 2003 |
March 2004 |
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| 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:
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Severance and Employee- related |
System Conversion and Integration |
Asset Write- downs, Lease Terminations and Other Facilities-related |
Other(1) |
Total |
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|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||
NOTE 3GOODWILL 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:
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Goodwill |
Core Deposit and Customer Relationship Intangible |
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|---|---|---|---|---|---|---|---|
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(In Thousands) |
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| Balance as of December 31, 2003 | |||||||