February 7, 2005
Forward Looking Statements
This presentation contains forward-looking statements regarding
Commercial Capital Bancorp’s (“CCBI”) acquisition of TIMCOR Exchange
Corporation (“TIMCOR”). These forward-looking statements involve
certain risks and uncertainties. Factors that may cause actual results to
differ materially from those contemplated by such forward-looking
statements include, among others, the following possibilities: the acquisition
cannot be consummated by year end as contemplated; revenues following the
acquisition are lower than expected; competitive pressure among depository
institutions increases significantly; costs or difficulties related to the
integration of the businesses of CCBI and TIMCOR are greater than
expected; changes in the interest rate environment reduce interest margins;
general economic conditions, either nationally or in the markets in which
CCBI will be doing business, are less favorable than expected; or legislation
or changes in regulatory requirements adversely affect the businesses in
which CCBI or TIMCOR are engaged.
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Strategically Compelling
Leading statewide income property lender
Third largest originator of multi-family loans in
CA(1)
Fastest growing savings institution in CA, 6th
largest in California, 26th largest in US (2,3)
Amongst the most efficient operations in the
industry
Approximately 60% of income property
transactions are purchase transactions
Majority of purchase transactions are 1031
exchanges
Business/relationship banking focuses on
income property real estate investors,
property management companies, title and
escrow companies, 1031 exchange
accommodators – businesses touched in
process of making loans.
Leading accommodator of §1031 tax-
deferred exchanges
Providing service for over 25 years
Majority of transactions and clients are So.
California based
29% compounded annual growth in
transactions since ’95
Approximately $500 per transaction, $250
each way in non-interest fee income
generation
Over 7,000 transactions completed in 2004
Approximately $400 million in exchange
balances held at 1/31/05
Exchange balance deposit cost of
approximately 1.0%
CCBI
TIMCOR
(1)
12 months ended 9/30/04 (Dataquick Info. Sys.)
(2)
36 months ended 9/30/04 (www.fdic.com)
(3)
SNL Financial, SNL Datasource
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Summary of Proposed Transaction
TIMCOR will operate under its current management
team as a subsidiary of CCBI
Management:
Completed
Due Diligence:
None required
Approvals:
February 2005
Anticipated closing:
100% stock with 50% received at close, remaining 50%
received one year after close (Subject to tax reform-
driven “clawback” provisions under specified
circumstances)
Structure:
6.7x trailing 12 months earnings
7.4% exchange balance deposit premium at 01/31/05
Valuation multiples:
Approximately $29.4mm all stock (number of shares
determined at closing based on ten day average closing
price of CCBI stock prior to close)
Purchase Price:
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Timcor Earnings Contribution Assumptions
Increase in net interest income due to:
Reduction in FHLB balances and associated interest expense cost
Reduction in cost of funds on existing deposits with CCBI
SFR loans spread income
Increase in noninterest income based on actual results for 12 months ended 12/31/04
Fees charged per transaction
G&A expenses based on actual results for 12 months ended 12/31/04, net of $400k
estimated cost saves
Marginal tax rate of 42%
CCBI shares to be issued based on estimated purchase price of $29.4mm and estimated
average share price of $20.44 (10 day average to 2/4/05)
CCBI shares included in incremental diluted EPS calculation excludes shares which are subject
to certain specified contingencies and may not be delivered under certain circumstances
Proforma diluted shares based on actual Q4 2004 of 56.9mm plus diluted shares generated by
transaction
Assumes a February 2005 close
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Acquisition Benefits
Immediately accretive to CCBI earnings per share assuming
no revenue enhancements (numbers in millions, except EPS and number of shares)
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2005
2006
10 months only
Projected increase in net interest income
$6.5
$7.8
Projected increase in non-interest income
3.3
3.9
G&A expenses assuming ≈ 7% cost saves
(5.0)
(6.0)
Contribution to pre-tax income
$4.8
$5.8
Contribution to net income assuming 42% marginal tax rate
$2.8
$3.3
Estimated incremental CCBI shares ( ’000’s) for diluted EPS
914
1,408
EPS on incremental shares
$3.07
$2.37
Estimated contribution to CCBI EPS on proforma diluted shares
$0.05
$0.06
Acquisition Benefits
TIMCOR provides CCBI with:
Initially, approximately $330mm in transaction account Bank deposits, both MMDA &
DDA at approximately 1.0% cost to the Company
Increase deposits with CCBI to approximately $300mm at signing of definitive
Majority of remaining balances deposited at CCBI within five days of signing
Anticipated to grow in near term
Approximately $3.9mm in recurring non-interest fee income (12 months ended
12/31/04)
Vertical integration providing financing opportunities and low cost core business and
relationship-driven deposits for the Bank
Improved Bank Ratios – Exchange balances deposited at Bank will pay down
borrowings
Loan to deposit ratio
Transaction deposit accounts to total deposits
Lower cost of deposits and funds
Improved asset/liability management position
TIMCOR subsidiary retained earnings creates cash flow dividend opportunity for
holding company for debt service, dividend or capital
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Acquisition Benefits
CCBI provides TIMCOR with:
Bank borrower and other relationship client referrals provide greater
number of potential exchange transactions to Timcor
Public company / Capital market access
Significantly greater capital base
Greater visibility & marketing opportunities
Northern California expansion leveraging off of CCBI’s presence
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Timcor Overview
TIMCOR Exchange Corporation, founded in 1977 and based in Los
Angeles, is a leading accommodator of Section 1031 tax deferred
exchanges in the United States.
TIMCOR has completed over 33,600 exchanges since 1990.
For the twelve months ended December 31, 2004, Timcor had net
income of $4.4mm.
TIMCOR generates revenue from fees charged to clients and from
interest earned while holding client funds.
At January 31, 2005 TIMCOR held approximately $400mm of client
funds.
Throughout the 1031 exchange process, TIMCOR provides limited
guidance and research to the client, structures the exchange, drafts the
documentation, and coordinates with the escrow officer.
TIMCOR does not provide tax or legal counsel.
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Transaction Volume Growing
1) CAGR – Compound Annual Growth Rate: 1995 to 2004
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February 7, 2005