UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
January 18, 2002
Date of Report (Date of earliest event reported)
FIRST BANKS AMERICA, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-8937 75-1604965
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
550 Montgomery Street, San Francisco, California 94111
(Address of principal executive offices) (Zip code)
(415) 781-7810
(Registrant's telephone number, including area code)
135 North Meramec, Clayton, Missouri 63105
(Former name or former address, if changed since last report)
FIRST BANKS AMERICA, INC.
TABLE OF CONTENTS
Page
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.................... 1
SIGNATURES.............................................................. 2
ITEM 5 - OTHER EVENTS AND REGULATION FD DISCLOSURE
On January 18, 2002, First Banks America, Inc. issued a press release
announcing its financial results for the three months and year ended December
31, 2001. A copy of this press release is attached as Exhibit 99.1.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
FIRST BANKS AMERICA, INC.
By: /s/ James F. Dierberg
--------------------------------------------
James F. Dierberg
Chairman of the Board of Directors
and Chief Executive Officer
January 18, 2002 (Principal Executive Officer)
By: /s/ Allen H. Blake
-------------------------------------------
Allen H. Blake
President, Chief Operating Officer
and Acting Chief Financial Officer
January 18, 2002 (Principal Financial and Accounting
Officer)
Exhibit 99.1
First Banks America, Inc.
St. Louis, Missouri
Contact: Allen H. Blake Terrance M. McCarthy
Executive Vice President and Executive Vice President
Chief Operating Officer First Banks America, Inc.
First Banks America, Inc. (415) 781-7810
(314) 592-5000
Traded: NYSE
Symbol: FBA and FBA'T
FOR IMMEDIATE RELEASE:
First Banks America, Inc. Announces
Fourth Quarter and Year End 2001 Earnings
San Francisco, California, January 18, 2002. First Banks America, Inc.
("FBA" or "the Company") reported earnings of $16.0 million, or $1.27 per share
on a diluted basis, for the quarter ended December 31, 2001, compared to $7.9
million, or $0.65 per share on a diluted basis, for the comparable period in
2000. Net income for the years ended December 31, 2001 and 2000 was $39.6
million and $27.8 million, or $3.25 and $2.29 per share on a diluted basis,
respectively. The financial results for 2000 include the effects of a
restatement of the Company's financial information resulting from its
acquisition of First Bank & Trust, Newport Beach, California, from First Banks,
Inc., St. Louis, Missouri, completed on October 31, 2000. The financial
information has been restated to include First Banks, Inc.'s ownership interest,
reflected at historical cost, in First Bank & Trust for all periods subsequent
to First Banks' acquisition of First Bank & Trust. First Banks, Inc. owned
93.69% of FBA at December 31, 2001.
The Company recorded a benefit for income taxes included in earnings of
$2.5 million for the three months ended December 31, 2001. The benefit reflects
an $8.1 million reduction in the deferred tax asset valuation allowance. The
Company determined the deferred tax asset valuation allowance was no longer
necessary as FBA's overall net deferred tax assets are expected to be
recoverable through future earnings. In addition, the implementation of
Statement of Financial Accounting Standards No. 133, Accounting for Derivative
Instruments and Hedging Activities ("SFAS 133"), on January 1, 2001, resulted in
the recognition of a cumulative effect of change in accounting principle of
$459,000, net of tax, which reduced net income. Excluding this item, net income
was $40.1 million, or $3.29 per share on a diluted basis, for the year ended
December 31, 2001.
James F. Dierberg, Chairman, President and Chief Executive Officer of FBA,
said, "We are pleased with FBA's financial performance as earnings before income
taxes and the cumulative effect of change in accounting principle have increased
2.21% and 17.64% for the three months and year ended December 31, 2001,
respectively, over the comparable periods in 2000. The improved earnings
primarily result from increased net interest income and noninterest income that
was partially offset by higher operating expenses and increased provisions for
loan losses."
Commenting further, Dierberg said, "Net interest income increased primarily
as a result of increased earning assets generated through internal loan growth
along with our acquisitions of Lippo Bank, Bank of Ventura, Commercial Bank of
San Francisco, Millennium Bank and Bank of San Francisco, completed during 2000,
and Charter Pacific Bank and BYL Bancorp, completed during 2001. However, the
improvement in net interest income was partially mitigated by continued
reductions in prevailing interest rates during 2001."
The Company recorded a provision for loan losses of $2.1 million and $5.0
million for the three months and year ended December 31, 2001, respectively,
compared to $60,000 and $1.9 million for the comparable periods in 2000. The
significant increase in the provision for loan losses reflects increases in
total loans outstanding, net loan charge-offs, past due loans and nonperforming
assets, as well as the recessionary economic conditions prevalent within FBA's
markets.
Noninterest income increased to $7.4 million and $27.1 million for the
three months and year ended December 31, 2001, respectively, from $3.1 million
and $12.1 million for the comparable periods in 2000. The increase reflects net
gains on derivative instruments of $2.2 million and $10.2 million for the three
months and year ended December 31, 2001, respectively, which includes
mark-to-market adjustments required under SFAS 133, as well as $23,000 and $2.2
million of net gains recorded for the three months and year ended December, 31,
2001, respectively, resulting from the terminations of certain interest rate
swap and floor agreements. The overall increase in noninterest income is also a
result of increased service charges on deposit accounts, increased brokerage
revenue associated with the stock option services acquired in conjunction with
the acquisition of Bank of San Francisco, increased income on bank-owned life
insurance and increased income associated with the International Banking
Division, which was formed in March 1999.
Operating expenses increased to $24.8 million and $93.6 million for the
three months and year ended December 31, 2001, respectively, from $19.5 million
and $70.0 million for the comparable periods in 2000. The increased operating
expenses result primarily from: the aforementioned acquisitions completed during
2000 and 2001; higher salaries and employee benefit expenses associated with a
competitive employment market; higher information technology fees due to growth
and technological advancements in product and service offerings; higher legal,
examination and professional fees associated with the expansion of overall
corporate activities; increased amortization of intangibles associated with the
aforementioned acquisitions completed during 2000; and a $1.8 million charge to
other expense associated with the establishment of a specific reserve on an
unfunded letter of credit.
As previously announced, FBA completed its acquisitions of Charter Pacific
Bank on October 16, 2001, and BYL Bancorp and its wholly-owned banking
subsidiary, BYL Bank Group, on October 31, 2001. At the time of the
acquisitions, Charter Pacific Bank and BYL Bancorp had total assets of $101.5
million and $281.5 million, respectively.
At December 31, 2001, FBA had consolidated assets of $3.06 billion. FBA
operates through its wholly owned banking subsidiary, First Bank & Trust, which
is headquartered in San Francisco, California, and operates 50 banking offices
in northern and southern California and six banking offices in Houston, Dallas,
Irving and McKinney, Texas.
# # #
This release contains forward-looking statements that are subject to risks and
uncertainties arising out of or affecting the Company's business, not all of
which can be predicted or anticipated. These statements are based on information
currently available to FBA's management, and numerous factors might cause actual
results to differ materially from those contemplated in the forward-looking
statements. For additional information, see the discussions of forward-looking
statements that appear in the "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of FBA's most recent Annual Report
on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as filed with the
Securities and Exchange Commission.
FIRST BANKS AMERICA, INC.
FINANCIAL SUMMARY
(in thousands, except per share data)
(unaudited)
Condensed Consolidated Statement of Income Information
Three months ended Year ended
December 31, December 31,
---------------------- ----------------------
2001 2000 2001 2000
---- ---- ---- ----
Interest income............................................... $ 50,442 50,593 208,347 177,248
Interest expense.............................................. 17,495 21,008 83,024 71,625
------ -------- -------- --------
Net interest income...................................... 32,947 29,585 125,323 105,623
Provision for loan losses..................................... 2,100 60 5,010 1,877
Noninterest income............................................ 7,395 3,126 27,140 12,077
Noninterest expense........................................... 24,820 19,519 93,568 70,019
------ -------- -------- --------
Income before (benefit) provision for income taxes and
cumulative effect of change in accounting principle.... 13,422 13,132 53,885 45,804
(Benefit) provision for income taxes.......................... (2,543) 5,231 13,811 18,007
------- -------- -------- --------
Income before cumulative effect of change in accounting
principle.............................................. 15,965 7,901 40,074 27,797
Cumulative effect of change in accounting principle........... -- -- (459) --
------- -------- -------- --------
Net income............................................... 15,965 7,901 39,615 27,797
======= ======== ======== ========
Basic earnings per common share:
Income before cumulative effect of change in principle... 1.27 0.65 3.29 2.29
Cumulative effect of change in accounting principle...... -- -- (0.04) --
------- -------- -------- --------
1.27 0.65 3.25 2.29
======= ======== ======== ========
Diluted earnings per common share:
Income before cumulative effect of change in principle... 1.27 0.65 3.29 2.29
Cumulative effect of change in accounting principle...... -- -- (0.04) --
------- -------- -------- --------
1.27 0.65 3.25 2.29
======= ======== ======== ========
Weighted average common shares outstanding 12,594 12,111 12,204 12,129
Condensed Consolidated Balance Sheet Information
December 31, December 31,
2001 2000
---- ----
Assets..................................................................... $ 3,060,988 2,741,379
Loans, net of unearned discount............................................ 2,323,263 2,058,677
Allowance for loan losses.................................................. 42,721 37,930
Deposits................................................................... 2,555,261 2,306,356
Note payable............................................................... 71,000 98,000
Stockholders' equity....................................................... 285,317 196,909
Nonperforming assets....................................................... 20,111 15,699
Issued and outstanding shares:
Common stock.......................................................... 10,356,060 9,606,203
Class B common stock.................................................. 2,500,000 2,500,000