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First National Bank of Northern California Reports Third Quarter 2012 Earnings of $1.33 per Diluted Share

SOUTH SAN FRANCISCO, CA -- (Marketwire) -- 11/02/12 -- FNB Bancorp (OTCQB: FNBG), parent company of First National Bank of Northern California (the "Bank"), today announced net earnings available to common shareholders for the third quarter of 2012 of $4,783,000 or $1.33 per diluted share, compared to net earnings available to common shareholders of $817,000 or $0.23 per diluted share for the third quarter of 2011. During September 2012, Oceanic Bank Holding, Inc. and its wholly-owned subsidiary, Oceanic Bank, were acquired by FNB Bancorp. The material increase in earnings, assets and loans year over year were enhanced by this one-time event. Dividend payments on the preferred shares outstanding were made as required by the Treasury Department's Small Business Lending Program during the third quarter of 2012 and the third quarter of 2011. Total assets as of September 30, 2012 were $897,724,000 compared to $723,020,000 as of September 30, 2011. Our net loan totals increased by $103,828,000 or 23.4% during the nine months of this year, and our deposits increased $170,186,000 or 27.4% during the same time period. The Company's liquidity position remains strong with $228,805,000 in available for sale securities and $70,803,000 in cash and cash equivalents as of September 30, 2012.

On September 15, 2011, Preferred Stock was issued by FNB Bancorp to the U. S. Treasury as part of the U. S. Treasury's Small Business Lending Fund ("SBLF"). The initial dividend rate is 5%. Depending on the volume of our small business lending, it can decrease to as low as one percent. If our small business lending does not increase in the first two years, the rate will increase to seven percent. After 4.5 years, the dividend rate will increase to nine percent if the Company has not repaid the SBLF funding. The proceeds of this Preferred Stock investment were used to pay off the Preferred Stock Series A and B that were issued by the U. S. Treasury under the TARP program in 2009.

"With respect to the recent acquisition of Oceanic Bank, all the employees of Oceanic were offered employment with First National Bank of Northern California, so there were no layoffs that resulted from this transaction. Adding Oceanic Bank's locations, customers, and employee expertise to that of our own will give us a greater presence in San Francisco. During the third quarter of 2012, our nonperforming loans continued to decrease, excluding the nonperforming loans acquired in the Oceanic Bank merger and one large nonperforming credit relationship was paid off in full," stated Tom McGraw, Chief Executive Officer.


Financial Highlights: Third Quarter, 2012
Consolidated Statements of Earnings
(in '000s except earnings per share amounts)

                     Three months  Three months   Nine months   Nine months
                         ended         ended         ended         ended
                       September     September     September     September
                          30,           30,           30,           30,
                         2012          2011          2012          2011
                     ------------  ------------  ------------  ------------

Interest income      $      8,355  $      8,241  $     24,115  $     24,730
Interest expense              663           842         2,000         2,583
                      -----------   -----------   -----------   -----------
  Net interest
   income                   7,692         7,399        22,115        22,147
Provision for loan
 losses                      (400)         (450)       (1,200)       (1,300)
Noninterest income          4,770         1,367         8,105         3,769
Noninterest expense         6,631         6,783        20,182        20,303
                      -----------   -----------   -----------   -----------
  Income before
   income taxes             5,431         1,533         8,838         4,313
Income tax expense            490           344         1,381         1,141
                      -----------   -----------   -----------   -----------
  Net earnings              4,941         1,189         7,457         3,172
  Dividends and
   discount
   accretion on
   preferred stock            158           372           501           800
                      -----------   -----------   -----------   -----------
  Net earnings
   available to
   common
   shareholders      $      4,783  $        817  $      6,956  $      2,372
                      ===========   ===========   ===========   ===========


Basic earnings per
 share               $       1.36  $       0.23  $       1.98  $       0.68
Diluted earnings per
 share               $       1.33  $       0.23  $       1.95  $       0.67

Average assets       $    787,264  $    724,083  $    757,792  $    716,068
Average equity       $     90,135  $     84,574  $     88,834  $     82,872
Return on average
 assets (annualized)         2.43%         0.45%         1.22%         0.44%
Return on average
 equity (annualized)        21.23%         3.86%        10.44%         3.82%
Efficiency ratio               53%           77%           67%           78%
Net interest margin
 (taxable
 equivalent)                 4.58%         4.83%         4.55%         4.92%
Average shares
 outstanding                3,516         3,509         3,513         3,509
Average diluted
 shares outstanding         3,583         3,528         3,569         3,528

"During the third quarter, we demonstrated our ability to grow our deposits and our loan pipeline volumes are increasing. We have hired Stuart Keirle to enhance our business development efforts in San Francisco, and we have successfully expanded our lending reach into Santa Clara County with our loan production office in Sunnyvale. We are continually looking for ways to add value to our franchise, either through expansion of our branch and lending operations organically or through successful acquisitions. However, our primary objective has been, and will continue to be, to provide local banking services that our customers need with service levels that exceed expectations," continued Mr. McGraw.


Financial Highlights: Third Quarter, 2012
Consolidated Balance Sheets
(in '000s)               As of         As of         As of         As of
                     September 30,  December 31, September 30,  December 31,
                          2012          2011          2011          2010
                     ------------- ------------- ------------- -------------
  Assets:
Cash and cash
 equivalents         $      70,803 $      38,474 $      69,273 $      60,874
Securities available
 for sale                  228,805       187,664       152,376       126,189
Loans, net                 547,549       443,721       456,106       474,828
Premises, equipment
 and leasehold
 improvements, net          12,761        13,227        13,399        13,535
Other real estate
 owned, net                  1,923         2,747         2,988         6,680
Goodwill                     1,841         1,841         1,841         1,841
Other equity
 securities                  5,888         4,608         4,768         5,246
Accrued interest
 receivable                  3,639         3,614         3,120         3,765
Prepaid expenses             1,513         2,107         1,753         2,843
Other assets                23,002        17,638        17,396        18,838
                     ------------- ------------- ------------- -------------
  Total assets       $     897,724 $     715,641 $     723,020 $     714,639
                     ============= ============= ============= =============

    Liabilities and
     stockholders'
     equity:
Deposits:
Demand and NOW       $     254,611 $     202,690 $     201,823 $     197,650
Savings and money
 market                    351,078       310,237       324,321       305,390
Time                       186,275       108,851       105,510       125,400
                     ------------- ------------- ------------- -------------
  Total deposits           791,964       621,778       631,654       628,440
Accrued expenses and
 other liabilities          11,044         6,667         5,672         5,275
                     ------------- ------------- ------------- -------------
  Total liabilities        803,008       628,445       637,326       633,715
Stockholders' equity        94,716        87,196        85,694        80,924
                     ------------- ------------- ------------- -------------
  Total liab. and
   stockholders'
   equity            $     897,724 $     715,641 $     723,020 $     714,639
                     ============= ============= ============= =============

Other Financial
 Information
Allowance for loan
 losses              $       8,582 $       9,897 $       9,646 $       9,524
Nonperforming assets $      25,555 $      21,845 $      19,168 $      23,392
Total gross loans    $     556,131 $     453,618 $     465,752 $     484,352

On September 21, 2012, FNB Bancorp completed its purchase of Oceanic Bank Holding, Inc., the sole shareholder of Oceanic Bank. As part of the purchase transaction, Oceanic Bank Holding, Inc. was merged into FNB Bancorp, and Oceanic Bank was merged into First National Bank of Northern California. The assets and liabilities were valued at fair value at the time the purchase was completed. Listed below is a summary of the balance sheet of Oceanic Bank at acquisition, the preliminary estimates of the balance sheet effects of recording the assets and liabilities at fair value, and the post-merger balance sheet positions that were merged into First National Bank of Northern California. The purchase transaction was an all cash deal for $27,750,000, which resulted in a bargain purchase gain of $3,666,133 which is recorded as non-interest income.


                                Oceanic Bank
                      Statement of Financial Condition
                    As of Friday, September 21, 2012 PST

                                             Merger and
                                                Fair
                               Balance         Market            Balance
                                as of       Adjustments            post
        Description           9/21/2012         (2)               merger

Assets
Cash and Due From Banks     $   9,297,624  $ (27,671,585) (1) $ (18,373,961)
Time deposits                  17,096,333              -         17,096,333
MBS and CMO securities          5,292,917       (209,612)         5,083,305
Commercial paper
 investments                    8,303,735              -          8,303,735
Gross loans                   107,483,947              -        107,483,947
Loan purchase discount                  -     (4,290,371)        (4,290,371)
Less: Allowance for loan
 and lease losses              (1,902,092)     1,902,092                  -
Fixed assets and suspense
 accounts                          42,867              -             42,867
Interest receivable               396,587              -            396,587
Prepaid assets                     96,586              -             96,586
Deferred tax assets             1,008,860        972,000          1,980,860
Core deposit intangibles                -        109,544            109,544
                            -------------  -------------      -------------
  Total assets              $ 147,117,364  $ (29,187,932)     $ 117,929,432
                            =============  =============      =============

Liabilities
DDA and savings deposits    $  24,075,230              -      $  24,075,230
Time deposits                  83,544,506         49,401         83,593,907
                            -------------  -------------      -------------
  Total deposits            $ 107,619,736  $      49,401      $ 107,669,137

FHLB Borrowings                 6,015,000                         6,015,000
Deferred interest offset -
 FHLB Borrowings                        -         81,711             81,711
Interest payable                  163,735              -            163,735
Accounts payable                  333,716              -            333,716
                            -------------  -------------      -------------
  Total liabilities         $ 114,132,187  $     131,112      $ 114,263,299
                            -------------  -------------      -------------

Equity:
Capital Stock               $  10,000,000  $ (10,000,000)     $           -
Retained earnings              22,086,214    (22,086,214)                 -
Bargain purchase gain                   -      3,666,133          3,666,133
YTD 2012 net earnings             898,963       (898,963)                 -
                            -------------  -------------      -------------
  Total Equity              $  32,985,177  $ (29,319,044)     $   3,666,133
                            -------------  -------------      -------------

Total liabilities and
 equity                     $ 147,117,364  $ (29,187,932)     $ 117,929,432
                            =============  =============      =============

Footnotes:
1) The $27,671,585 is the purchase price of $27,750,000 plus escrow costs
less funds held in the name of Oceanic Holding, Inc. They are not fair value
adjustments to book valuations.
2) All fair market value adjustments contained in this schedule are based on
the facts known at this time. Subsequent information may become available
that could cause these fair market adjustments to change.

Cautionary Statement: This release contains certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those stated herein. Management's assumptions and projections are based on their anticipation of future events and actual performance may differ materially from those projected. Risks and uncertainties which could impact future financial performance include, among others, (a) competitive pressures in the banking industry; (b) changes in the interest rate environment; (c) general economic conditions, either nationally or regionally or locally, including fluctuations in real estate values; (d) changes in the regulatory environment; (e) changes in business conditions or the securities markets and inflation; (f) possible shortages of gas and electricity at utility companies operating in the State of California, and (g) the effects of terrorism, including the events of September 11, 2001, and thereafter, and the conduct of war on terrorism by the United States and its allies. Therefore, the information set forth herein, together with other information contained in the periodic reports filed by FNB Bancorp with the Securities and Exchange Commission, should be carefully considered when evaluating its business prospects. FNB Bancorp undertakes no obligation to update any forward-looking statements contained in this release.

Contacts:
Tom McGraw
Chief Executive Officer
(650) 875-4864

Dave Curtis
Chief Financial Officer
(650) 875-4862

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