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Ya, I called my BROKER and tried to
ask them about filing a 13D on SNLS stock!!!
* Dear SEC, i would like to LOAD UP on SNLS stock because speculation points to maybe a merger with FCAL??? I would like to back my BOAT up and just start loading FRANTICALLY PLEASE because of the low market cap of under 35k and OS structure of only a MEAGER 3.478 Million! lol lol...
~~~~~ Load load load the boat, slapp slapp slappp,.. gently down the stream,...... SLAP SLAPP SLAPPP SLAPPP..... merrily merrily merrily....SLAP SLAP SLAP SLAP>.....lmao lol lol...... * Just my own opinion of speculations do your own research and make up your own opinions of speculations...... lol lol THUNDER THUNDER THUNDER CATS..... HO!!!!!!!!!! lol lol lol.......
DUDE I AM STOKED ON FCAL!!!
**** I Lived in SLO TOWN FOR OVER 25 YEARS!!!!
~ COLEGE COMMUNITY~ CAL POLY AND CUESTA COLLEGE!!!
* DIABLO POWER PLANT IN AVILA
* CALIFORNIA"S MEN COLONY
* MANY LAWYERS IN SLO TOWN! IT"S A MECCA FOR LAWYERS!!!!!
******** HOMES ARE CHEAPER IN SLO TOWN THAN IN SAN FRANCISCO AND LA!!!! YOU CAN GET A OCEAN VIEW TWO BLOCKS FORM THE BEACH FOR 400,000 IN MORRO BAY!!!!!!!! 2 BED THREE BATH HOME!!!!
****************** WHAT"S MY POINT??????????????? BANKS IN THIS AREA MAKE MONEY OFF OF STUDENTS IN MY OPINION OF SPECULATIONS!!!!! FEES LIKE ATM AND OVER CHARGE IN MY OPINION!!! NEW BUILDING LOANS AND COMMERCIAL LOANS IN MY OPINION!!!! SAN LUIS OBISPO DOWNTOWN HIGURERA ST. LOOKS MORE LIKE ~~~~~~~~~ STATE ST. IN SANTA BARBARA!!! GOT TO LOVE SALES TAX AND WHAT IT CAN DO FOR THE COMMUNITY!!!!!!!!
*********** FOLKS, THE CENTRAL COAST OF CALIFORNIA IS MONEY IN MY OPINION!!!!! YOU HAVE GREAT FARM LAND EVERYWHERE BECAUSE OF THE MAJOR WATER SUPPLY THAT RUNS UNDER CRESTON IN PASO ROBLES !!! EVER HEAR OF PASO ROBLES STATE FAIR???? MORE AND MORE AGRICULTURE EVERYWHERE!!!!!
******************* I LOVE FCAL BANK AND I REALLY LOVE THE SAN LUIS OBISPO BRANCH ON MARSH ST.1001 IN MY OPINION OF SPECULATIONS ONLY!!!!
****** IF I WERE GOING TO START A SMALL REGIONAL BANK, IN MY OPINION OF SPECULATIONS, SLO TOWN WOULD BE A GREAT PLACE TO START IN MY OPINION OF SPECULATIONS. JUST MY OWN OPINION OF SPECULATIONS DO YOUR OWN RESEARCH AND MAKE UP YOUR OWN OPINION OF SPECULATIONS....
HAVE THEY STARTED TO EXPAND THE AIRPORT THAN OPRAH FLIES IN AND OUT OF IN SLO TOWN???
*** AVILA BEACH SURE LOOKS GREAT AFTER THEY COMPLETELY REMODELED THE WHOLE BEACH COMMUNITY!!!!! ~~~ SHELL BEACH IS GREAT!!!! PISMO IS ALRIGHT ! MORRO BAY AND LOS OSOS ARE GREAT PLACES FOR NATURE PARKS. HURST CASTLE IS ONLY 1 HOUR AWAY FROM SLO TOWN, MAYBE SHORTER!!!!
~~~~~ TAKE THE 1 HWY OUT TO MORRO BAY AND CHECK OUT THE MULTIMILLION DOLLAR DIVIDER THAT GOES FOR OVER 10 MILES WITH MOSAIC ROCK ON BOTH SIDES OF THE DIVIDING FREEWAY!!! JUST BEAUTIFUL WORK, AND IT GETS YOU READY TO SEE THE BEAUTIFUL MORRO BAY ROCK!!!!!
~~~~~~~~ ANY NEWS OUT ON SAN LUIS TRUST BANK AND FCAL ????
****** ANY IDEAS? ANY FUNDAMENTALS HERE????? ~~ JUST MY OWN OPINION OF SPECULATIONS DO YOUR OWN RESEARCH AND MAKE UP YOUR OWN OPINIONS OF SPECULATIONS......
* ATTENTION * the word," MERGED" is used!
FCAL Confirms Engagement of Investment Banker and Legal Counsel to Assist in Strategic Review Process (8/01/12)
WESTLAKE VILLAGE, CA--(Marketwire - Aug 1, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today confirmed that First California's board of directors has engaged Keefe, Bruyette & Woods, Inc. as its financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its legal advisor to assist in a strategic review process, including an analysis and assessment of the company's existing business and strategic plan, and exploring other strategic alternatives, including the possible merger or business combination of the company with a third party.
Robert E. Gipson, chairman of the board of First California, said, "Over the last year, management has enhanced the value of the company by executing on its strategic plan, focusing on organic growth and successfully undertaking opportunistic acquisitions. We believe these efforts have been positively reflected in our strong financial performance throughout 2011, as well as throughout the first half of 2012. The board remains fully committed to taking all appropriate and necessary actions to enhance the bank's value. Our board and management team are open minded and intend to evaluate a variety of options thoughtfully and carefully."
Over the last two quarters, First California increased loans by 11 percent and grew deposits by 10 percent. Fee income, net interest income and deposits all grew by double digits in the 2012 second quarter over the prior year period. Core earnings for the 2012 second quarter also continued to show significant improvement, advancing 33 percent over the comparable prior year's quarter and increasing 32 percent from the preceding first quarter of this year. Further, the company has increased shareholder value, with tangible book value per share growing 15 percent in 2011 and 8 percent year to date.
C. G. Kum, president and chief executive officer of First California, said, "While this process is ongoing, we will continue to operate in the ordinary course of business, and management will remain focused on successfully executing the company's strategic plan, continuing to drive the positive momentum we have been achieving. Our strong performance record in this challenging economy reflects our world-class team of employees and their dedication to our loyal customers, to whom we will continue to provide the highest level of service. As always, we remain steadfast in elevating the value of the First California franchise for our customers, employees and shareholders."
There can be no assurance concerning the type, form, structure, nature, results, timing or terms and conditions of any transaction that may result from this process. Further, the evaluation of strategic alternatives will not necessarily result in any changes to the company's current strategic plan or any transaction or agreement. First California does not intend to disclose developments regarding the process unless and until the board of directors has approved a definitive course of action.
About First California
First California Financial Group, Inc. is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 15 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about First California that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to the level of business volumes, the monitoring of and management of risks in First California's loan portfolio, the adequacy of sources of liquidity to support First California's operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by First California. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First California. First California cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, the outcome or structure of the strategic review process, the costs associated with pursuing the strategic review process, management's attention to the strategic review process, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, First California's ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which First California does or anticipates doing business are less favorable than expected, a slowdown in construction activity, recent volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of First California to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of First California as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, First California's level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First California's results could differ materially from those expressed in, or implied or projected by such forward-looking statements. First California assumes no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled "Risk Factors" in First California's Annual Report on Form 10-K and any other reports filed by it with the Securities and Exchange Commission ("SEC"). The documents filed by First California with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from First California by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361. Attention: Investor Relations. Telephone (805) 322-9655.
Contact Information
For further Information:
At the Company:
Ron Santarosa
805-322-9333
At PondelWilkinson:
Roger Pondel
310-279-5980
Corporate Headquarters Address:
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
http://www.marketwire.com/press-release/first-california-confirms-engagement-investment-banker-legal-counsel-assist-strategic-nasdaq-fcal-1686364.htm
FCAL to present at Keefe, Bruyette & Woods 2012 Community Bank Conference in New York City on 7/31/12-8/01/12.
C. G. Kum, President and Chief Executive Officer and Ron Santarosa, Senior Executive Vice President and Chief Operating Officer/Chief Financial Officer will be meeting with current and potential investors.
Presentation:
http://sec.gov/Archives/edgar/data/1370291/000138713112002310/ex99_1.htm
I get it.
And I really get it, too.
"Open letters" normally cause the market price to increase. However, it does not appear to be working here now. Loeb is a little underwater on its most recents buys.
Operating a financial services business today is not easy and becomes more difficult each and every day. Personally, I would prefer to watch FCAL management continue to build the franchise. If the board is open to selling, it must be presented with a real offer, which could be truly lacking.
Loeb Offshore Management LP owns 7.21 percent (7/26/12)
Controls 2,107,350 shares.
http://sec.gov/Archives/edgar/data/1370291/000114036112034121/formsc13da.htm
Letter from Gideon King, President of Loeb Capital Management to the Board of Directors of FCAL (7/26/12)
NEW YORK--(BUSINESS WIRE)--The following is a letter from Gideon King, President of Loeb Capital Management to the Board of Directors of First California Financial Group, Inc.
Board of Directors
First California Financial Group, Inc.
3027 Townsgate Road, Suite 300
Westlake Village, California 91361
To the Board of Directors:
Loeb Arbitrage Management LP and Loeb Offshore Management LP, together doing business as Loeb Capital Management, and affiliated entities (collectively, “Loeb”) over which it has management discretion own approximately 2,100,000 shares of the common stock of First California Financial Group, Inc. (“FCAL” or the “Company”). We have grown increasingly frustrated with the actions of the board and management of FCAL. In our opinion, a credible cash offer has been made and shareholders have been treated to “double-talk” on many levels with respect to this springboard (a credible offer) from which to run an auction process to sell the Company to the highest bidder. At no point has FCAL simply stated that it is engaged in a process to explore strategic alternatives to maximize shareholder value. Rather, we believe shareholders have been subjected to vague press releases that give shareholders no assurance that the board takes its fiduciary duties seriously. One example of the poor quality of the Company’s communication with shareholders is the following from a press release dated May 9, 2012: “The First California Board did not believe that it was in the best interest of stockholders to grant exclusivity to PacWest [Bancorp] in the absence of satisfactory clarification of the terms and value of its proposal and taking into account the other strategic alternatives that First California may pursue, including discussion with third parties.” We view this as muddy language that avoids declaratively stating that the appropriate actions will be taken. In our view, the time for this management team to “have its cake and eat it too” is over.
We request that this board and management team do what is right and shed inclinations to entrench themselves or, at the very least, to avoid presenting an image of entrenchment to shareholders. To this point, we have given senior members of the management team and board the benefit of the doubt. In light of today’s press release, in which C.G. Kum stated, “As always, we remain steadfast in enhancing the value of the First California franchise for our customer, employee and shareholder base,” we no longer will give this management team and board the benefit of the doubt. Kum’s pointed language seems to say it best: shareholders come last. I was told by a representative of FCAL that today’s press release will somehow answer our questions about the process underway to maximize value. We will conclude very shortly that there is no such process and that management is entrenched if shareholders are not assured in the near term that FCAL will run an authentic sales process and that the Company will be sold to the highest bidder.
Once again, we ask this board and management team to move with alacrity to sell the Company to the highest bidder. Further, we request that the Company disclose the names of the members of the special committee who are responsible for overseeing the process to maximize value for owners. In our view, the non-existence of a special committee would be nearly dispositive proof that FCAL just doesn’t care about its fiduciary duties.
Unfortunately, today’s press release has constituted an adversarial relationship between the owners and operators of FCAL. We reserve the right to acquire more stock in FCAL and please be aware it is our intention to take all steps necessary or support such steps, including but not limited to the removal of directors and members of management, to make certain that a process of value maximization is executed professionally and without conflicts of interest. Members of the analyst community have warned us about the corporate governance of FCAL - please prove their harsh words wrong.
Thank you for reading this letter.
Sincerely,
Gideon King
President, Chief Investment Officer
Mark J. Kaplow
Vice President
Contacts
Loeb Capital Management
Alexander H. McMillan, 212-483-7000
http://www.businesswire.com/news/home/20120726006673/en/Letter-Gideon-King-President-Loeb-Capital-Management
FCAL Reports 33 Percent Increase in Earnings for 2012 Second Quarter (7/26/12)
WESTLAKE VILLAGE, CA--(Marketwire - Jul 26, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today reported net income of $3.2 million for the quarter ended June 30, 2012, compared with $2.4 million for the same quarter a year ago. Net income available to common shareholders was $2.9 million, or $0.10 per diluted share, compared with $2.1 million, or $0.07 per diluted share, for the prior year second quarter. Preferred dividends were $312,500 for each of the second quarters of 2012 and 2011. At June 30, 2012, tangible book value per common share was $4.51.
"Results for the second quarter continue to demonstrate positive momentum, reflecting the strategies we put into place to increase profitability and improve efficiency," said C. G. Kum, president and chief executive officer of First California Financial Group. "Fee income, net interest income, and deposits all grew by double digits in the second quarter compared with the second quarter of 2011, and core earnings continued to show significant improvement, increasing 33 percent over the comparable prior year quarter and 24 percent from the 2012 first quarter."
2012 Second Quarter Financial Highlights
•Net interest income rose 11 percent from the same period a year ago;
•Service charges, fees and other income jumped 29 percent from the year ago period;
•The efficiency ratio declined to 67 percent from 71 percent;
•Core earnings improved 33 percent from the same period a year ago;
•Asset quality remained solid as annualized net charge-offs were 0.07 percent of average loans for the first half of 2012, while net charge-offs declined to $310,000 for the 2012 second quarter from $860,000 a year ago;
•Non-covered loans increased 11 percent to $1.039 billion over the 2011 year end;
•Non-interest checking deposits increased 26 percent, and total deposits increased 10 percent over the 2011 year end;
•Tangible book value per common share increased to $4.51, or 8 percent, from the 2011 year end;
•The second quarter return on average tangible common equity was 9.91 percent.
Financial Results
For the 2012 second quarter, net interest income before the provision for loan losses increased 11 percent to $17.2 million from $15.5 million for the 2011 second quarter. The increase reflects a 7 percent increase in average earning assets and a 4 percent increase in net interest margin. Interest income (discount accretion) on covered loans for the 2012 second quarter was $5.1 million. 2011 second quarter interest income (discount accretion) on covered loans was $4.3 million. Net interest margin, on a taxable equivalent basis, rose to 4.12 percent from 3.95 percent for the 2011 second quarter. A 26 percent decline in the rate paid on interest-bearing liabilities and a 36 percent increase in average noninterest-bearing deposits drove the increase in net interest margin.
Service charges, fees and other income increased to $2.9 million from $2.2 million for the 2011 second quarter, primarily reflecting continued growth in business volumes and fees generated from the EPS division. Revenues from the EPS division doubled to $1.7 million for the 2012 second quarter from $854,000 for the same quarter last year.
Second quarter 2012 non-interest income included a $593,000 net gain on the sale of securities and a $296,000 loss on non-hedged derivatives. For the 2011 second quarter, non-interest income included a $490,000 net gain on the sale of securities, a $166,000 gain from the sale of the former head office of the Bank and a $466,000 gain on the acquisition of the EPS division.
Operating expenses for the 2012 second quarter were $13.4 million, compared with $12.6 million for the 2011 second quarter. Operating expenses exclude intangible amortization, integration/conversion expenses and foreclosed property gains, losses and expenses. The increase reflects higher salaries and benefit expense, primarily due to the EPS division acquisition and the addition of new lending teams, and higher professional services expense, primarily related to shareholder matters. The efficiency ratio was 67.01 percent for the 2012 second quarter, compared with 70.81 percent for the same period last year.
Core earnings, which represent income before taxes and exclude credit charges and non-recurring items such as gain on acquisitions, integration/conversion expense and securities transactions, were $6.1 million for the second quarter of 2012, compared with $4.6 million for the same period a year ago, an increase of 33 percent.
Non-covered loans, before the allowance for loan losses, grew 11 percent to $1.0 billion at June 30, 2012 from $936.1 million at December 31, 2011.
At June 30, 2012, covered loans decreased to $114.7 million from $135.4 million at December 31, 2011. The Bank's covered non-performing assets declined by $14.7 million, or 44 percent, during the same period.
Non-interest checking deposits increased 26 percent from year-end 2011 and now represent 39 percent of total deposits. The cost of all deposits, aided by the change in the mix of deposits, fell 44 percent to 36 basis points for the 2012 first quarter from 64 basis points for the same period last year. Core deposits now comprise 83 percent of all deposits.
Kum added, "Our industry continues to face a low interest rate environment and, now, a slowing economy. Despite these challenges, we have been able to increase loans and grow our non-interest bearing deposits. In addition, we continue to make progress on improving our efficiency. With the completion of our branch realignment initiative in June, we are expecting further improvement to our efficiency ratio in the second half of 2012."
Asset Quality
At June 30, 2012, non-covered non-performing assets (the sum of non-covered loans past due 90 days and accruing, nonaccrual loans and foreclosed properties) improved to 1.50 percent of total assets, compared with 1.89 percent at December 31, 2011.
The allowance for loan losses was $18.3 million, or 1.76 percent of non-covered loans, at June 30, 2012, compared with $17.7 million, or 1.90 percent of non-covered loans, at December 31, 2011. Net loan charge-offs for the 2012 second quarter were $310,000, down from $860,000 for the 2011 second quarter. The provision for non-covered loan losses was $500,000 for both the 2012 and 2011 second quarters.
Capital resources
Shareholders' equity rose to $231.2 million at June 30, 2012 from $223.1 million at December 31, 2011. The Company's book value per common share increased to $7.02 at June 30, 2012 from $6.75 at December 31, 2011. Tangible book value per common share rose to $4.51 at June 30, 2012 from $4.19 at December 31, 2011.
At June 30, 2012, First California's preliminary Tier 1 leverage capital ratio was 9.99 percent versus 10.33 percent at the 2011 calendar year end, and the total risk-based capital ratio decreased to 16.93 percent from 17.32 percent at December 31, 2011. The Company's ratio of tangible common equity to tangible assets was 6.92 percent at June 30, 2012 and 7.05 percent at the end of 2011. Total assets were $1.98 billion at June 30, 2012, compared with $1.81 billion at December 31, 2011.
Kum concluded, "As we proceed into the second half of the year, our objectives are to continue to grow our low-cost deposit base, safely generate earnings assets and maintain focus on our expense base. The pending transaction with Premier Service Bank, expected to be completed in the second half of 2012, will provide immediate improvement to both our balance sheet and earnings. As always, we remain steadfast in enhancing the value of the First California franchise for our customer, employee and shareholder base."
Use of Non-GAAP Financial Measures
This news release includes "non-GAAP financial measures" within the meaning of the Securities and Exchange Commission rules. Tangible common equity as a percentage of tangible assets is a non-GAAP financial measure. Tangible common equity to tangible assets represents tangible common equity, calculated as total shareholders' equity less preferred stock and related dividend and accretion of preferred stock discount, goodwill and intangible assets, net, divided by tangible assets which are total assets less goodwill and other intangible assets, net. Management believes that this measure is useful when comparing banks with preferred stock, due to CPP or SBLF funding, to banks without preferred stock on their balance sheet and for evaluating a company's capital levels. Core earnings represent income before taxes and exclude credit charges and other items such as gain on acquisitions, integration/conversion expense and securities transactions and are intended to represent recurring operating earnings. Operating expenses exclude amortization of intangible assets and loss on and expense of foreclosed property and other items such as integration/conversion expenses related to acquisitions and are intended to represent normalized, recurring expenses. This information is being provided in response to market participant interest in these financial metrics. This information is not intended to be considered in isolation or as a substitute for the relevant measures calculated in accordance with U.S. GAAP. The reconciliation of this non-GAAP financial measure to a GAAP financial measure is provided as an attachment to the financial tables.
Conference Call and Webcast
First California will hold a conference call today, July 26, 2012 at 11 a.m. Pacific (2 p.m. Eastern) to discuss the Company's 2012 second quarter financial performance. Investment professionals are invited to participate in the live call by dialing 877-317-6789 (domestic), 866-605-3852 (Canada) or 412-317-6789 (international) and requesting the First California conference call. Other interested parties are invited to listen to the live call through a live, listen-only audio Internet broadcast at www.fcalgroup.com. Listeners are encouraged to visit the Web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those who are not available to listen to the live broadcast, the call will be archived on the same Web site for one year. A telephonic replay of the call will be available one hour after the end of the conference through August 9, 2012 by dialing 877-344-7529 (domestic) or 412-317-0088 (international) and entering replay passcode 10016623.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 15 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
http://www.marketwire.com/press-release/first-california-reports-33-percent-increase-in-earnings-for-2012-second-quarter-nasdaq-fcal-1684100.htm
FCAL and PSBK Amend Definitive Merger Agreement (7/10/12)
WESTLAKE VILLAGE, Calif. & RIVERSIDE, Calif.--(BUSINESS WIRE)--First California Financial Group, Inc. (Nasdaq:FCAL), or FCAL, the holding company of First California Bank, or FCB, and Premier Service Bank (OTCBB:PSBK), or PSBK, today announced the signing on July 9, 2012 of Amendment No. 1 (the “Amendment”) to their definitive agreement dated February 27, 2012 (the “Merger Agreement”), pursuant to which PSBK will merge into FCB. The transaction is now expected to close late in the third quarter or early in the fourth quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.
Under the terms of the Amendment, PSBK’s shareholders will continue to receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. As a result of increases in the value of FCAL common stock since the signing of the original Merger Agreement, the number of shares of FCAL common stock to be received by the PSBK shareholders has been reduced from 477,269 shares to 293,626 shares, using a value of $6.81 per share. This change also resulted in a reduction in the exchange ratio from 0.3784 FCAL shares to 0.2328 FCAL shares for each share of PSBK common stock outstanding. The Amendment increased the upper threshold for FCAL’s Closing Price, as defined in the Merger Agreement, to $7.83 from $5.03, where if the Closing Price exceeds the upper threshold, FCAL may terminate the Merger Agreement without liability. The Amendment also increased the lower threshold for FCAL’s Closing Price to $5.79 from $3.35, where if the Closing Price does not reach the lower threshold, PSBK may terminate the Merger Agreement without liability. Last, the Amendment extended the outside closing date for the Merger to December 31, 2012 from August 31, 2012.
“As evidenced by the Amendment, all the parties remain committed to close the transaction with PSBK. We continue to look forward to the opportunity to expand FCB’s presence in the Riverside and Corona markets and add a talented group of bankers,” said C. G. Kum, President and Chief Executive Officer of FCAL. “PSBK continues to have a strong customer base and fits into our desired geographic footprint extremely well. We look forward to closing the transaction as soon as possible and making PSBK part of the FCAL family.”
Kerry L. Pendergast, President and Chief Executive Officer of PSBK, stated, “PSBK is pleased that FCAL and FCB were willing to amend the definitive agreement so that we may present the proposed transaction to our shareholders without a pricing issue caused by the increases in the value of FCAL’s common stock since the definitive agreement was signed. Our shareholders continue to receive aggregate consideration of $2.0 million, but no longer need to be concerned that FCAL will terminate the agreement because its stock price exceeds $5.03, the maximum price imposed by the original definitive agreement. We look forward to working with FCAL to complete the transaction and becoming a part of FCB.” He went on to state, “We continue to believe that FCB’s financial strength, dedication to customer service and retention, and commitment to the markets we serve will make our combined organization highly successful.”
As previously announced, the parties anticipate that Mr. Pendergast will serve after the closing as Market President for the two branch offices of PSBK being acquired as part of the merger and FCB’s branch office in Redlands, California.
FCB has 15 offices throughout Southern California and total assets of $2.0 billion at June 30, 2012 (unaudited). The bank serves small and mid-sized businesses, professionals and entrepreneurs, and high-net-worth individuals with an integrated product set of private client services, business banking and treasury management capabilities.
PSBK has two offices, its headquarters in Riverside and a full service branch in Corona, and has total assets of $139 million as of March 31, 2012 (unaudited). The bank offers a broad spectrum of products and services to corporate, professional and individual customers.
Keefe, Bruyette & Woods, Inc. continues to act as financial advisor and Horgan, Rosen, Beckham & Coren, L.L.P. continues to serve as legal advisor to FCAL and FCB. Hovde Securities LLC continues to act as financial advisor and Richard E. Knecht A Professional Corporation continues to serve as legal advisor to PSBK.
Additional Information
In connection with the proposed merger, FCAL will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of PSBK and a Prospectus of FCAL, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
In addition, when the registration statement and other related documents are filed by FCAL with the Securities and Exchange Commission, they may be obtained for free at the Securities and Exchange Commission’s website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from either the FCAL website at http://www.fcalgroup.com or at the PSBK website at http://www.premierservicebank.com.
FCAL, PSBK and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about the directors and executive officers of FCAL and PSBK and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. Information about FCAL’s directors and executive officers can be found in the proxy statement for FCAL’s annual meeting of shareholders filed with the Securities and Exchange Commission on April 21, 2011. Information about PSBK’s directors and executive officers can be found in the proxy statement for PSBK’s 2011 annual meeting of shareholders available on its website at http://www.premierservicebank.com/corp/investor_relations.html. Free copies of these documents can be obtained from the Securities and Exchange Commission, FCAL or PSBK using the website information above.
About Premier Service Bank
PSBK is a California state-chartered bank with two offices, its headquarters office in Riverside and a full-service banking office in Corona. PSBK provides commercial banking services, including a wide variety of checking accounts, investment services with competitive deposit rates, on-line banking products, and real estate, construction, commercial and consumer loans, to small and medium-sized businesses, professionals and individuals. Additional information about PSBK is available at its website at www.premierservicebank.com.
About First California
FCAL is the holding company of FCB. Founded in 1979 and with nearly $2 billion in assets, FCB serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, FCB is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 15 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. FCAL’s website can be accessed at www.fcalgroup.com. For additional information on FCB’s products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about FCAL, FCB and PSBK (“the Companies”) that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to, the monitoring of and management of risks in the Companies’ loan portfolio, the adequacy of sources of liquidity to support the Companies’ operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by the Companies. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Companies. The Companies caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, the Companies’ ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which the Companies do or anticipate doing business are less favorable than expected, a slowdown in construction activity, recent volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of the Companies to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of the Companies as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, the Companies’ level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the Companies' results could differ materially from those expressed in, or implied or projected by such forward-looking statements. The Companies assume no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled “Risk Factors” in the Annual Reports on Form 10-K filed by FCAL with the Securities and Exchange Commission (“SEC”) and the section titled “Management Discussion and Analysis of Financial Condition and Results of Operations” in the Annual Reports on Form 10-K filed by PSBK with the Federal Deposit Insurance Corporation (“FDIC”), and any other reports filed by them with the SEC and the FDIC, respectively. The documents filed by FCAL with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from FCAL by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361, Attention: Investor Relations [Telephone (805) 322-9655]. Documents filed by PSBK with the FDIC may be obtained at the FDIC’s website at www2.fdic.gov/efr/. PSBK documents may also be obtained free of charge from PSBK by directing a request to: Premier Service Bank, 3637 Arlington Avenue, Suite B, Riverside, CA 92506, Attention Investor Relations (Telephone (951) 274-2400).
Contacts
At First California:
Ron Santarosa, 805-322-9333
or
At Premier Service Bank:
Kerry Pendergast, 951-274-2400
http://www.businesswire.com/news/home/20120710006997/en/California-Financial-Group-Premier-Service-Bank-Amend
Loeb Offshore Management LP owns 5.75 percent (5/29/12)
Controls 1,681,040 shares.
http://sec.gov/Archives/edgar/data/1370291/000114036112027701/sc13d.txt
Castine Capital Management LLC reduces stake to 2.6 percent (5/09/12)
Sold 458,000 shares at prices ranging from $6.67 to $6.70 on 5/09/12.
Controls 765,900 shares.
http://sec.gov/Archives/edgar/data/1370291/000091957412003182/d1291013_13d-a.htm
Chevy I couldnt agree more, but i have to add one little thing. Thank you as well Mr. Chevy, You and Ei have dont another one well and I thank you for letting me ride your coat tails. The register rang and Thanks chevy and Ei.
Before commenting on the PacWest bid allow me a minute of satisfaction. All thanks to my friend, partner and mentor EI who defined for me what to look for in an excellent bank.
Todays news reminds me of what it was like as a young dad expecting the birth of my daughters...only this time it's a bank. lol. I feel a like a "baby" has just been born. "Oh look honey she has that same little drive up window your mother had..she looks just like you". lol. OK I'm being silly...sorry gents.
Late DEC. 2010 FCAL was identified as an excellent bank to be in as a growth story & potential target for a buy out. It's plan, ability and follow-thru to roll up other banks was handled perfectly by the BoD & Management. All of these things made for a solid attractiveness that would no doubt eventually garner attention from another suitor who would want FCAL enough to make an offer for it and at a premium! Considering the current miserable state of S&P Financials all across the land, FCAL still stands tall. I'm very proud! Cigars all around! lol. OK enough gloating. Thanx EI ;) You dah man.
==========================
Post # 13 Jan 5,th 2011
56Chevy writes:
Unsolicited takeovers are rare in banking.
Option: take profits.
Correct. No FCAL options.
Sorry.
[----] Fiorinal.
EI, I thought FCAL didn't have any options available. Am I wrong on that?
FCAL response:
http://finance.yahoo.com/news/first-california-responds-pacwest-bancorps-112700271.html
"The First California Board did not believe that it was in the best interests of stockholders to grant exclusivity to PacWest in the absence of satisfactory clarification of the terms and value of its proposal and taking into account the other strategic alternatives that First California may pursue, including discussions with third parties."
I like the sound of that last part.
UPDATE: PacWest Bancorp Makes $212M Unsolicited Bid For First California
Last update: 5/9/2012 8:00:16 AM
--PacWest offers to swap $7.25 of its stock for each First California share
--First California says PacWest wouldn't clarify terms, value of bid
--First California says PacWest wouldn't agree to non-exclusive talks
(Updated to include comments from First California beginning in the fourth paragraph)
By Melodie Warner
OF DOW JONES NEWSWIRES
PacWest Bancorp (PACW) made public its roughly $212 million all-stock bid to acquire First California Financial Group Inc. (FCAL) after the Westlake Village, Calif., bank-holding company rejected the proposal.
Los Angeles-based PacWest Bancorp said it offered to swap $7.25 of PacWest stock for each First California share, a 29% premium to its Tuesday close. First California stock is up 72% so far this year and was inactive in premarket trading.
PacWest said it sent the board a letter on May 3, seeking discussions of its proposal by Wednesday. The company decided to release its letter after First California decided not to proceed with "good faith" talks.
The parent of First California Bank on Wednesday said its board reviewed the proposal and sought PacWest's clarification of the terms and related matters. However, PacWest didn't provide what it considered satisfactory answers and refused to enter into a non-exclusive, nondisclosure agreement.
"The First California Board did not believe that it was in the best interests of stockholders to grant exclusivity to PacWest in the absence of satisfactory clarification of the terms and value of its proposal and taking into account the other strategic alternatives that First California may pursue, including discussions with third parties," the company said in a statement.
First California has 19 branches and nearly $2 billion in assets. The company reported last month its first-quarter profit dropped 11% from a year-earlier period that included an acquisition gain.
PacWest had $5.4 billion in assets as of March 31, and its Pacific Western Bank unit has 76 branches throughout California. In April, it reported a 51% drop in its first-quarter profit, due primarily to a debt-extinguishment charge.
PacWest shares closed Tuesday at $24.93 and were inactive premarket. The stock is up 32% since the beginning of the year.
-By Melodie Warner, Dow Jones Newswires; 212-416-2283; melodie.warner@dowjones.com
(END) Dow Jones Newswires
May 09, 2012 08:00 ET (12:00 GMT)
FCAL gets buyout offer from PACW
http://www.reuters.com/article/2012/05/09/pacwestbancorp-idUSL4E8G913F20120509?type=companyNews&feedType=RSS&feedName=companyNews&rpc=43
...turning down $7.25/share in PACW stock
PacWest Bancorp Makes $212M Unsolicited Bid For First California
Last update: 5/9/2012 7:22:21 AM
DOW JONES NEWSWIRES
PacWest Bancorp (PACW) made public its roughly $212 million all-stock bid to acquire First California Financial Group Inc. (FCAL) after the Westlake Village, Calif., bank-holding company rejected the proposal.
Representatives for the parent of First California Bank weren't immediately available for comment.
Los Angeles-based PacWest Bancorp said it offered to swap $7.25 of PacWest stock for each First California share, a 29% premium to its Tuesday close. First California stock is up 72% so far this year and was inactive in premarket trading.
PacWest said it sent the board a letter on May 3, seeking discussions of its proposal by Wednesday. The company decided to release its letter after First California decided not to proceed with "good faith" talks.
First California has 19 branches and nearly $2 billion in assets. The company reported last month its first-quarter profit dropped 11% from a year-earlier period that included an acquisition gain.
PacWest had $5.4 billion in assets as of March 31, and its Pacific Western Bank unit has 76 branches throughout California. In April, it reported a 51% drop in its first-quarter profit, due primarily to a debt-extinguishment charge.
PacWest shares closed Tuesday at $24.93 and were inactive premarket. The stock is up 32% since the beginning of the year.
-By Melodie Warner, Dow Jones Newswires; 212-416-2283; melodie.warner@dowjones.com
(END) Dow Jones Newswires
May 09, 2012 07:22 ET (11:22 GMT)
Efficiency ratio was 72.17 percent.
Efficiency ratio = operating expenses/operating revenues.
This ratio typically peaks in Q1 due personnel expenses (pay increases, payroll taxes, etc). Payroll taxes tend to decline throughout the year as FICA and UI taxes as maximum levels are hit.
Kum stated on the call that the ratio should decline to the low 60's by year end 2012.
FCAL Reports Significant Increase in Core Earnings for the 2012 First Quarter (4/26/12)
Company to Host Conference Call Today at 11 a.m. Pacific Time
WESTLAKE VILLAGE, CA--(Marketwire - Apr 26, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today reported net income for the 2012 first quarter ended March 31, 2012 of $2.6 million, compared with $15.6 million for the same quarter a year ago. Net income available to common shareholders was $2.3 million, or $0.08 per diluted share, compared with $15.3 million, or $0.54 per diluted share, for the prior year first quarter. The 2011 first quarter results included a non-recurring $34.7 million pre-tax gain related to the FDIC-assisted acquisition of San Luis Trust Bank. Preferred dividends were $312,500 for each of the first quarters of 2012 and 2011. At March 31, 2012, tangible book value per common share was $4.36.
"Our solid first quarter performance continued the Bank's earnings momentum and reflect the investments and decisions we made in 2011 to strengthen our business and ramp up loan growth," said C. G. Kum, president and chief executive officer of First California Financial Group. "Our financial results for the quarter were driven by a doubling of fee income and a significant increase in net interest revenues. Moreover, these results represent all core earnings stemming from effective balance sheet management which generated healthy and sustainable net interest margin."
2012 First Quarter Financial Highlights
•Net interest revenues jumped 27 percent from the same period a year ago on higher net interest margin;
•Net interest margin improved to 4.14 percent from 3.52 percent from the year ago period;
•Service charges, fees and other income more than doubled to $2.5 million from $1.2 million;
•Operating expenses increased to $13.5 million from $12.1 million, while the efficiency ratio declined to 72 percent from 87 percent;
•Provision for loan losses was $500,000, down from the year ago provision of $2.5 million;
•Non-covered loans were up 8 percent and deposits were up 3 percent from the year-end 2011;
•Allowance for loan losses to non-covered loans was 1.80 percent; first quarter annualized net charge-offs were 0.03 basis points of average loans and non-covered nonperforming assets were 1.77 percent of total assets;
•Tangible common book value per share was $4.36 and return on average tangible common equity was 8.41 percent.
Financial Results
For the 2012 first quarter, net interest income before the provision for loan losses, increased 27 percent to $16.2 million from $12.8 million for the 2011 first quarter. The increase reflects a higher level of loans and securities and loan yields, as well as a decrease in interest rates paid on interest-bearing liabilities. Interest income (discount accretion) on covered loans for the 2012 first quarter was $4.2 million. 2011 first quarter interest income (discount accretion) on covered loans was $2.3 million. Net interest margin, on a taxable equivalent basis, rose to 4.14 percent from 3.52 percent for the 2011 first quarter. The increase reflects a 3 percent rise in earning assets, a 6 percent improvement in earning asset yield, as well as a 27 percent decline in the cost of funds.
Service charges, fees and other income more than doubled to $2.5 million from $1.2 million for the 2011 first quarter, primarily due to the fee income of $1.2 million in the current quarter from the EPS division. The Bank acquired the EPS division in the second quarter of 2011.
Noninterest income included a $111,000 loss on non-hedged derivatives and a $28,000 impairment loss on a $1.0 million community development-related equity investment. For the 2011 first quarter noninterest income included a $1.1 million impairment loss on two private-label CMO securities.
Operating expenses for the 2012 first quarter were $13.5 million compared with $12.1 million for the 2011 first quarter. Operating expenses exclude intangible amortization, integration/conversion expenses and foreclosed property gains, losses and expenses. The increase reflects growth in the Bank's workforce associated with the acquisitions of San Luis Trust Bank (SLTB) and the EPS division, as well as the addition of lending teams. Employees at March 31, 2012 numbered 296 compared with 260 at the end of the same period a year ago. The efficiency ratio was 72.17 percent for the 2012 first quarter compared with 86.53 percent for the same period last year and 75.69 percent for the fourth quarter of 2011. The efficiency ratio improved from the 2011 fourth quarter notwithstanding that expenses are generally higher in the first quarter due to annual merit increases and higher payroll taxes at the beginning of the year.
Core earnings, which represent income before taxes and exclude credit charges and non-recurring items such as gain on acquisitions, integration/conversion expense and securities transactions, were $4.6 million for the first quarter of 2012 compared with $1.5 million for the same period a year ago, an increase of 212 percent.
Non-covered loans grew 8 percent to $1.0 billion at March 31, 2012 from $936.1 million at December 31, 2011. During the 2012 first quarter, the lending teams booked new loan commitments totaling $70 million.
At March 31, 2012, covered loans decreased to $127.7 million from $135.4 million at December 31, 2011. The Bank's covered non-performing assets declined by $2.6 million or 8 percent during the same period.
Non-interest checking deposits increased 7 percent from year-end 2011 and now represent 35 percent of total deposits. The cost of all deposits, aided by the change in the mix of deposits, fell 46 percent to 38 basis points for the 2012 first quarter from 71 basis points for the same period last year.
Kum added, "Our main goals for 2012 are loan and deposit growth through organic growth initiatives, improve our efficiency ratio to the low 60's by the fourth quarter and continue to increase core earnings. Our strong first quarter has put us on track to achieve each of these goals."
Asset Quality
At March 31, 2012, non-covered non-performing assets (the sum of non-covered loans past due 90 days and accruing, nonaccrual loans and foreclosed properties) improved to 1.77 percent of total assets compared with 1.89 percent at December 31, 2011.
The allowance for loan losses was $18.2 million, or 1.80 percent of non-covered loans, at March 31, 2012 compared with $17.7 million, or 1.90 percent of non-covered loans, at December 31, 2011. Net loan charge-offs for the 2012 first quarter were $93,000, down substantially from $867,000 for the 2011 first quarter. The provision for non-covered loan losses for the 2012 first quarter was $500,000, down from $2.5 million for the 2011 first quarter.
Capital resources
Shareholders' equity was $227.6 million at March 31, 2012 compared with $223.1 million at December 31, 2011. The Company's book value per common share increased to $6.89 at March 31, 2012 from $6.75 at December 31, 2011. Tangible book value per common share rose to $4.36 at March 31, 2012 from $4.19 at December 31, 2011.
At March 31, 2012, First California's preliminary Tier 1 leverage capital ratio was 10.30 percent. At the end of the 2011 fourth quarter, the Tier 1 leverage capital ratio was 10.33 percent, and the total risk-based capital ratio decreased to 16.88 percent from 17.32 percent at December 31, 2011. The Company's ratio of tangible common equity to tangible assets was 7.08 percent at March 31, 2012 and 7.05 percent at the end of the 2011 fourth quarter. Total assets were $1.88 billion at March 31, 2012 compared with $1.81 billion at December 31, 2011.
Kum concluded, "In the 2012 first quarter, we made significant progress toward increasing profitability and increasing shareholder returns. Solid loan bookings for the quarter combined with a healthy pipeline of new loans, sharper focus on expense management and improving net interest margin have enabled us to increase core earnings and position us to achieve our mid-range goal of a return on average tangible common equity in the teens."
Use of Non-GAAP Financial Measures
This news release includes "non-GAAP financial measures" within the meaning of the Securities and Exchange Commission rules. Tangible common equity as a percentage of tangible assets is a non-GAAP financial measure. Tangible common equity to tangible assets represents tangible common equity, calculated as total shareholders' equity less preferred stock and related dividend and accretion of preferred stock discount, goodwill and intangible assets, net, divided by tangible assets which are total assets less goodwill and other intangible assets, net. Management believes that this measure is useful when comparing banks with preferred stock due to CPP or SBLF funding to banks without preferred stock on their balance sheet and for evaluating a company's capital levels. Core earnings represent income before taxes and exclude credit charges and other items such as gain on acquisitions, integration/conversion expense and securities transactions and are intended to represent recurring operating earnings. Operating expenses exclude amortization of intangible assets and loss on and expense of foreclosed property and other items such as integration/conversion expenses related to acquisitions and are intended to represent normalized, recurring expenses. This information is being provided in response to market participant interest in these financial metrics. This information is not intended to be considered in isolation or as a substitute for the relevant measures calculated in accordance with U.S. GAAP. The reconciliation of this non-GAAP financial measure to a GAAP financial measure is provided as an attachment to the financial tables.
Conference Call and Webcast
First California will hold a conference call today, April 26, 2012 at 11 a.m. Pacific (2 p.m. Eastern) to discuss the Company's 2012 first quarter financial performance. Investment professionals are invited to participate in the live call by dialing 877-317-6789 (domestic), 866-605-3852 (Canada) or 412-317-6789 (international) and requesting the First California conference call. Other interested parties are invited to listen to the live call through a live, listen-only audio Internet broadcast at www.fcalgroup.com. Listeners are encouraged to visit the Web site at least 15 minutes prior to the start of the call to register, download and install any necessary audio software. For those who are not available to listen to the live broadcast, the call will be archived on the same Web site for one year. A telephonic replay of the call will be available one hour after the end of the conference through May 10, 2012 by dialing 877-344-7529 (domestic) or 412-317-0088 (international) and entering replay passcode 10013124.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about First California that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to the maintenance of First California's asset quality and capital position, the Company's ability to enhance efficiencies and manage costs and the expected continued progress in consolidating operations and the benefits of those activities, the monitoring of and management of risks in First California's loan portfolio, the adequacy of sources of liquidity to support First California's operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by First California. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First California. First California cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, First California's ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which First California does or anticipates doing business are less favorable than expected, a slowdown in construction activity, volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of First California to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of First California as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, First California's level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First California's results could differ materially from those expressed in, or implied or projected by such forward-looking statements. First California assumes no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled "Risk Factors" in First California's Annual Report on Form 10-K and any other reports filed by it with the Securities and Exchange Commission ("SEC"). The documents filed by First California with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from First California by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361. Attention: Investor Relations. Telephone (805) 322-9655.
http://www.marketwire.com/press-release/first-california-reports-significant-increase-core-earnings-2012-first-quarter-nasdaq-fcal-1649026.htm
More like a lot late. And that was exactly the statement I made when I posted the link up on Twitter....needless to say analysts don't impress me much. Good ones disappear into the buy side anyway.
I'm grateful for Chevy and EI since I'm up over 50% here after following them into First Cali.
Wonderful, but isn't a little late? I mean 56Chevy and EI put this board in action in December 2010. Where was it trading then?
Upgraded to Buy at TheStreet Ratings:
http://www.thestreet.com/story/11504278/1/first-california-financial-group-inc-stock-upgraded-fcal.html?puc=yahoo&cm_ven=YAHOO
NOTICE OF 2012 ANNUAL MEETING OF STOCKHOLDERS to be held Monday, May 7, 2012
The Annual Meeting of Stockholders of First California Financial Group, Inc. will be held on Monday, May 7, 2012, at 9:00 a.m. local time at 3027 Townsgate Road, Suite 300, Westlake Village, California 91361.
At the Annual Meeting we will ask you to consider and act upon the following matters:
1. Elect eight (8) directors to serve for a term of one year and until their successors are elected and qualified. The persons nominated by the Board of Directors (Richard D. Aldridge, Donald E. Benson, John W. Birchfield, Joseph N. Cohen, Robert E. Gipson, Antoinette T. Hubenette, M.D., C. G. Kum and Thomas Tignino) are described in the accompanying Proxy Statement;
2. To ratify the appointment of the accounting firm of Moss Adams LLP as independent registered public accounting firm for the fiscal year ending December 31, 2012;
3. To consider and vote upon a non-binding advisory proposal to approve the Company’s executive compensation; and
4. To transact any other business that may properly be presented at the meeting and at any adjournments or postponements thereof.
If you owned Common Stock of First California Financial Group, Inc. on March 23, 2012, the record date, you are entitled to attend and vote at the Annual Meeting.
http://ih.advfn.com/p.php?pid=nmona&article=51907826
The net investment costs (including commissions, if any) of the Common Stock directly owned by the Funds is approximately $7,510,740 for a total of 1,527,209 shares.
Which averages out to be $4.9179 ($4.92) Basewood Capital Management LLC has paid out per share to date. 4/2/2012
Basswood Capital Management LLC owns 5.2 percent (3/26/12)
Controls 1,527,209 shares.
http://sec.gov/Archives/edgar/data/1085393/000089914012000235/f7604572a.htm
FCAL had a nice 6% gain today on the last trading day in March, 2012. PPS now $5.83.
FCAL's EPS Division Adds New Customer (3/26/12)
WESTLAKE VILLAGE, CA--(Marketwire - Mar 26, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today announced that its Electronic Payments Services (EPS) division has added a new customer, Global Cash Card, located in Irvine, California. The contract term is five years.
"Global Cash Card is the largest independent payroll card provider in the U.S., currently with more than 300,000 active cardholders," said Jim Tingey, president of the EPS division. "This collaboration allows us to provide products to businesses of all sizes throughout the country. Global Cash Card is an important customer for us and the second major new client to be added to our roster in recent weeks."
"Collaborating with First California Bank helps diversify our banking relationship and solidify our business going forward," said Joseph Purcell, president and chief executive officer of Global Cash Card. "Due to our rapid growth of 40 percent each year, we chose First California because they have the knowledge, reputation, experience and credibility we need. They are the right bank for us."
About Global Cash Card
Global Cash Card™ is the proven specialist in customized paycard solutions that are simple to implement and easy to use. The company is a wholly owned subsidiary of World Processing, Ltd, a leader in electronic financial transaction technology. Global Cash Card is a direct processor that offers Debit MasterCard cards and Visa Prepaid cards. The company develops and owns the proprietary software, which enables the products and services it offers.
The platform provides payroll cards, travel, gift, FSA, HSA, and many other types of applications. Global Cash Card also offers branded and customized programs. Global Cash Card's cutting edge technology continues to improve, offering more value and greater flexibility to meet the particular requirements of its customers. Visit us at www.globalcashcard.com.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about First California that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to the level of business volumes, the monitoring of and management of risks in First California's loan portfolio, the adequacy of sources of liquidity to support First California's operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by First California. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First California. First California cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, First California's ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which First California does or anticipates doing business are less favorable than expected, a slowdown in construction activity, recent volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of First California to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of First California as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, First California's level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First California's results could differ materially from those expressed in, or implied or projected by such forward-looking statements. First California assumes no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled "Risk Factors" in First California's Annual Report on Form 10-K and any other reports filed by it with the Securities and Exchange Commission ("SEC"). The documents filed by First California with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from First California by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361. Attention: Investor Relations. Telephone (805) 322-9655.
Contact Information
For further Information:
At the Company:
Ron Santarosa
805-322-9333
At PondelWilkinson:
Robert Jaffe
310-279-5969
http://www.marketwire.com/press-release/first-californias-eps-division-adds-new-customer-nasdaq-fcal-1635860.htm
Sunnier days ahead. The 10-year Treasury rate started to rise 10 days ago. The net margin & interest income on non-residential loans will start generating more revenue... for ALL banks.
ei2012
I compared the sale of PCBC to the effects it could have on FCAL someday if it were for sale. It wasn't an apples to apples comparison. It's true both are healthy profittable banks and in the same desired region of Calif however it ends there. PCBC commanded that hefty 60% premium because of it's sheer size in assets under management it offered the buyer. FCAL has $1.9B and PCBC had $5.9B. FCAL is 1/3 the size and although a very attractive acquisition for any potential buyer it still lacks the mass which ultimately commands a handsome premium.
FCAL is marching in the right direction.
Right on pagz. I have no problem w/ coffee break hack job evals...my post to play 'what if' was the result of a coffee break hack job too. lol.
The sale of PCBC means nothing to FCAL and I too just want them to keep their heads down and keep on keepin' on. I'm thinking PCBC was an anomaly for now and doesn't signal a banking buy-out free for all.
For me this was like hearing that your neighbors house just sold for a very good price and one can't help but wonder what this means for my house which is comparable.
I'll end it by saying it's an encouraging sign and a good problem to have knowing FCAL is a blue ribbon pup going forward.
Good morning all.
Well Chevy let's imagine real quick FCAL was approached with the same type of deal. PCBC is being sold for 2X BV and 2.25X TBV.
Apply those multiples to FCAL:
BV- 6.81 X 2 = $13.63
TBV- 4.19 X 2.25 = $9.43
Of course that is a coffee break hack job and not a valuation, but point being we're sitting on a healthy and cheap California bank. Now, if the multiple expansion we are seeing in the tech world would happen in these types of banks (when sentiment is there is recovery) we could approach those levels, but in the meantime I'd be perfectly happy with a slow steady climb. Well, that or a 100% premium buyout, I don't think we would hate that too much haha. Have a good day.
Anyone on this board see that PCBC sold today?
I've gone on record here of saying I supported FCAL's growth strategy by rolling up other banks but this PCBC deal could be a game changer (*limited to only a few healthy banks such as FCAL) going forward.
I did not expect that PCBC deal being done in this enviroment. I'm still a bit stunned to be honest.
PCBC and FCAL have no ties to one another what-so-ever except to say they are both high quality Calif banks among a sea of bad ones and if PCBC was offered a deal like this what does that do to the value of FCAL?
IF FCAL were put for sale, I think the price just went up!
FCAL Announces New Customer for Its EPS Division (3/07/12)
WESTLAKE VILLAGE, CA--(Marketwire - Mar 7, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today announced that its Electronic Payments Services (EPS) division has been awarded a five-year contract with Santa Barbara Tax Products Group (TPG).
Under the contract, EPS has developed an ACH electronic tax refund transfer program aligned with a prepaid card program. Unlike refund anticipation loans where the amount received may differ from the refund amount, EPS's refund transfer program provides TPG customers access to their tax refund amount quickly and easily, while avoiding check-cashing fees.
"This contract award helps position First California Bank as one of the leading providers of Refund Transfers," said Ron Santarosa, chief operating officer and chief financial officer of First California Financial Group. "Our EPS division has performed extremely well since we acquired the business in April 2011. This new relationship and others EPS is formulating will double revenues for the division without adding significant expenses."
"TPG is the largest preparer of Refund Transfers in the U.S., with more than a 40 percent market share," said Jim Tingey, president of the EPS division. "Over the course of the contract, we expect TPG to generate in excess of three million tax return refund transactions. This collaboration allows TPG to diversify its banking relationships, help grow its business, and through the Diamond Plus Prepaid Card provide added convenience for TPG's tax return preparers and customers."
"As we are well into the 2012 tax season, First California Bank has proven its reputation is well deserved as an emerging leader in Southern California banking," said Rich Turner, chief executive officer of the Santa Barbara Tax Products Group. "This relationship was instrumental in helping Santa Barbara Tax Products Group expand its servicing capacity, preserve business continuity and launch the Diamond Plus Prepaid Card product."
About Santa Barbara Tax Products Group (TPG)
Santa Barbara Tax Products Group (TPG) was founded in 2010 upon purchasing the Tax Products Division of Santa Barbara Bank & Trust. TPG offers quality financial products to the e-file industry that satisfy consumers' needs, are priced fairly and provide true value. TPG is investing in long term relationships by providing tax professionals with a program to help retain and grow business for years to come.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
http://www.marketwire.com/press-release/first-california-announces-new-customer-for-its-eps-division-nasdaq-fcal-1628989.htm
Nice action around here~
FCAL Announces Branch Realignment Initiative (2/28/12)
WESTLAKE VILLAGE, CA--(Marketwire - Feb 28, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, today announced plans to realign branch offices within its banking regions, which includes the closing and consolidation of four branches located in Brea, Temecula, Thousand Oaks and Woodland Hills.
The closing of the branches, which is scheduled for mid-year 2012, will result in pre-tax cost savings of approximately $1.4 million in 2012 and $2.7 million annually, thereafter. This initiative is expected to improve EPS by $0.03 for 2012 and $0.06 for 2013. One-time charges related to the branch consolidation are not expected to be material.
The planned closings and consolidations are a result of an evaluation, which measured near-term growth potential in the current economic environment, as well as the Bank's ability to continue to service clients' needs at nearby First California Bank locations.
"Through our merger and acquisition activity in recent years, we have gained branch banking locations," said C. G. Kum, president and chief executive officer of First California Financial Group. "This growth created the need to conduct an evaluation of our banks' coverage area across our regional footprint. The resulting branch realignment plan will help ensure that we are efficient and productive. We do not expect our loan or deposit totals to be materially impacted, as we intend to transfer relationship managers from the closed offices to other locations."
The Company anticipates the branch realignment initiative, excluding the effect of the pending Premier Service Bank merger, to result in an efficiency ratio in the low 60's by the fourth quarter of 2012.
First California also announced today that it entered into a definitive agreement with Premier Service Bank (PSBK), in which Premier Service Bank will merge into First California Bank. The transaction is expected to close during the third quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.
Under the terms of the merger agreement, Premier Service Bank's shareholders will receive, subject to certain adjustments, consideration of $2.0 million in the form of FCAL common stock. Currently, this would equal 477,269 common shares and result in an exchange ratio of 0.3784 FCAL shares for each share of PSBK common stock outstanding. The purchase price is approximately 30 percent of PSBK's book value and the transaction is expected to be accretive to earnings per share immediately in 2012. For the full year of 2013, this transaction will generate additional EPS of at least $0.05.
"We believe these initiatives underscore our commitment to increasing shareholder value, and we look forward to providing updates throughout the year," Kum concluded.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about First California that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to the Company's ability to realize cost savings and efficiencies through branch consolidations, the Company's ability to enhance efficiencies and manage costs and the expected continued progress in consolidating operations and the benefits of those activities, the monitoring of and management of risks in First California's loan portfolio, the adequacy of sources of liquidity to support First California's operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by First California. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of First California. First California cautions readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, First California's ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which First California does or anticipates doing business are less favorable than expected, a slowdown in construction activity, recent volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of First California to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of First California as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, First California's level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, First California's results could differ materially from those expressed in, or implied or projected by such forward-looking statements. First California assumes no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled "Risk Factors" in First California's Annual Report on Form 10-K and any other reports filed by it with the Securities and Exchange Commission ("SEC"). The documents filed by First California with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from First California by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361. Attention: Investor Relations. Telephone (805) 322-9655.
FIRST CALIFORNIA FINANCIAL GROUP
SUMMARY OF SIGNIFICANT TERMS OF THE MERGER WITH PREMIER SERVICE BANK
Parties of the Merger Agreement First California Financial Group, Inc.
First California Bank
3027 Townsgate Road
Westlake Village, California 91361
Premier Service Bank
3637 Arlington Avenue, Suite B
Riverside, California 92506
Consideration to be paid by FCAL for all shares of PSBK Common Stock
$2 million, currently 477,269 shares of FCAL Common Stock
Accretive to Earnings Transaction will be immediately accretive to earnings in 2012 and expected to increase EPS by at least $0.05 in 2013.
Purchase Price Represents approximately 30 percent of PSBK's book value; significant discount to book provides downside protection to asset quality; minimal goodwill creation
Earn-Back Period Tangible book value earn-back period of less than 2 years
Attractiveness of PSBK
- Strong core deposit franchise with 37 percent noninterest bearing deposits;
- Acquiring $103 million loan portfolio with yield of 6.21 percent in most recent quarter;
- Enhances FCAL franchise, specifically in Riverside-San Bernardino-Ontario MSA with 2 new branches - excellent in-fill locations to existing footprint;
- Cost synergies and revenue enhancements will increase performance of combined bank;
- Transaction leverages existing FCAL balance sheet and capital position;
- Transaction return in excess of internal minimum requirement of 15 percent.
Contact Information
For further Information:
At the Company:
Ron Santarosa
805-322-9333
At PondelWilkinson:
Robert Jaffe
310-279-5969
Corporate Headquarters Address:
3027 Townsgate Road, Suite 300
Westlake Village, CA 91361
FCAL and PSBK Sign Definitive Merger Agreement (2/28/12)
WESTLAKE VILLAGE, CA and RIVERSIDE, CA--(Marketwire - Feb 28, 2012) - First California Financial Group, Inc. (NASDAQ: FCAL), the holding company of First California Bank, and Premier Service Bank (OTCBB: PSBK) today announced the signing of a definitive agreement, in which Premier Service Bank will merge into First California Bank. The transaction is expected to close during the third quarter of 2012, subject to regulatory and shareholder approvals and other customary closing conditions.
Under the terms of the merger agreement, Premier Service Bank's shareholders will receive, subject to certain adjustments, consideration of $2.0 million, or approximately $1.59 per share, in the form of FCAL common stock. Currently, this would equal 477,269 common shares and result in an exchange ratio of 0.3784 FCAL shares for each share of PSBK common stock outstanding.
"The transaction provides the opportunity to expand First California Bank's presence in the Riverside and Corona markets and add a talented group of bankers," said C. G. Kum, president and chief executive officer of First California Financial Group. "Premier Service Bank has a strong customer base and fits into our desired geographic footprint extremely well. We look forward to welcoming the employees and customers of Premier Service Bank to the First California family."
"We look forward to becoming a part of First California Bank, a leading community business bank in Southern California," said Kerry L. Pendergast, president and chief executive officer of Premier Service Bank, who the parties anticipate will serve after the closing as Market President for the two branch offices of Premier being acquired as part of the merger and First California Bank's branch office in Redlands, California. He went on to state, "We believe that First California Bank's financial strength, dedication to customer service and retention, and commitment to the markets we serve will make our combined organization highly successful."
First California Bank has 19 offices throughout Southern California and total assets of $1.8 billion as of December 31, 2011 (unaudited). The bank serves small and mid-sized businesses, professionals and entrepreneurs, and high-net-worth individuals with an integrated product set of private client services, business banking and treasury management capabilities.
Premier Service Bank has two offices, its headquarters in Riverside and a full service branch in Corona, and has total assets of $141 million as of December 31, 2011 (unaudited). The bank offers a broad spectrum of products and services to corporate, professional and individual customers.
Keefe, Bruyette & Woods, Inc. acted as financial advisor and Horgan, Rosen, Beckham & Coren, L.L.P. served as legal advisor to First California Financial Group and First California Bank. Hovde Securities, LLC acted as financial advisor and Richard E. Knecht, a Professional Corporation, served as legal adviser to Premier Service Bank.
Additional Information
In connection with the proposed merger, First California Financial Group, Inc. will file with the Securities and Exchange Commission a Registration Statement on Form S-4 that will include a Proxy Statement of Premier Service Bank and a Prospectus of First California Financial Group, Inc., as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS AND INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
In addition, when the registration statement and other related documents are filed by First California Financial Group, Inc. with the Securities and Exchange Commission, they may be obtained for free at the Securities and Exchange Commission's website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from either the FCAL website at http://www.fcalgroup.com or at the Premier Service Bank website at http://www.premierservicebank.com.
First California Financial Group, Inc., Premier Service Bank and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about the directors and executive officers of First California Financial Group, Inc. and Premier Service Bank and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. Information about First California Financial Group, Inc.'s directors and executive officers can be found in the proxy statement for First California Financial Group, Inc.'s annual meeting of shareholders filed with the Securities and Exchange Commission on April 21, 2011. Information about Premier Service Bank's directors and executive officers can be found in the proxy statement for Premier Service Bank's 2011 annual meeting of shareholders available on its website at http://www.premierservicebank.com/corp/investor_relations.html. Free copies of these documents can be obtained from the Securities and Exchange Commission, First California Financial Group, Inc. or Premier Service Bank using the website information above.
About Premier Service Bank
Premier Service Bank is a California state-chartered bank with two offices, its headquarters office in Riverside and a full-service banking office in Corona. The Bank provides commercial banking services, including a wide variety of checking accounts, investment services with competitive deposit rates, on-line banking products, and real estate, construction, commercial and consumer loans, to small and medium-sized businesses, professionals and individuals. Additional information about Premier Service Bank is available at its website at www.premierservicebank.com.
About First California
First California Financial Group, Inc. (NASDAQ: FCAL) is the holding company of First California Bank. Founded in 1979 and with nearly $2 billion in assets, First California serves the comprehensive financial needs of small- and middle-sized businesses and high net worth individuals throughout Southern California. Led by an experienced team of bankers, First California is committed to providing the best client service available in its markets, offering a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. The holding company's website can be accessed at www.fcalgroup.com. For additional information on First California Bank's products and services, visit www.fcbank.com.
Forward-Looking Information
This press release contains certain forward-looking information about First California and Premier Service Bank (the Companies) that is intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements, and include statements related to, the monitoring of and management of risks in the Companies' loan portfolio, the adequacy of sources of liquidity to support the Companies' operations and strategic plans, the monitoring of and response to changing market conditions, and the status of the economy in the Southern California communities served by the Companies. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Companies. The Companies caution readers that a number of important factors could cause actual results to differ materially from those expressed in, or implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to, revenues are lower than expected, credit quality deterioration which could cause an increase in the provision for credit losses, the Companies' ability to complete future acquisitions, successfully integrate such acquired entities, or achieve expected beneficial synergies and/or operating efficiencies within expected time-frames or at all, changes in consumer spending, borrowing and savings habits, technological changes, the cost of additional capital is more than expected, a change in the interest rate environment reduces interest margins, asset/liability repricing risks and liquidity risks, general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which the Companies do or anticipate doing business are less favorable than expected, a slowdown in construction activity, recent volatility in the credit or equity markets and its effect on the general economy, loan delinquency rates, the ability of the Companies to retain customers, changes in the bank regulatory environment, demographic changes, demand for the products or services of the Companies as well as their ability to attract and retain qualified people, competition with other banks and financial institutions, the Companies' level of small business lending, and other factors. If any of these risks or uncertainties materializes or if any of the assumptions underlying such forward-looking statements proves to be incorrect, the Companies' results could differ materially from those expressed in, or implied or projected by such forward-looking statements. The Companies assume no obligation to update such forward-looking statements. For a more complete discussion of risks and uncertainties, investors and security holders are urged to read the section titled "Risk Factors" in the Companies' Annual Report on Form 10-K and any other reports filed by it with the Securities and Exchange Commission ("SEC"). The documents filed by the Companies with the SEC may be obtained at the SEC's website at www.sec.gov. These documents may also be obtained free of charge from First California by directing a request to: First California Financial Group, Inc., 3027 Townsgate Road, Suite 300, Westlake Village, CA 91361. Attention: Investor Relations. Telephone (805) 322-9655. Or, Premier Service Bank, 3637 Arlington Avenue, Suite B, Riverside, CA 92506, Attention Investor Relations. Telephone (951) 274-2400.
Contact Information
For further Information:
At First California:
Ron Santarosa
805-322-9333
At Premier Service Bank:
Kerry Pendergast
951-274-2400
http://www.marketwire.com/press-release/first-california-financial-group-premier-service-bank-sign-definitive-merger-agreement-nasdaq-fcal-1625652.htm
Sure do baac and for good reason. Considering net interest income (NII) and net interst margins (NIM) are minimal for ALL banks right now this one is making all the right moves now while the time is right to put itself in an excellent position down the road. Only a handful of banks have executed this winning plan for success.
True, and I agree. Here's what I was mulling over:
Banc Funds and Castine both hold predominantly financials and if you look at the banks they own, you could easily see a few that would want to buy FCAL. So,
1) If FCAL was sold here to one of those banks, they would quickly get both a return on their FCAL investment plus at a reasonable price (or even less reasonable since it'd be a zero-sum trade anyway), it could boost the returns to that purchasing bank.
or
2) FCAL is sold to another bank NOT held by them. They still get a return on their investment and quickly.
or
3) FCAL doesn't sell and they hold it on its own promising investment merits (like us).
Not a bad spot for these funds to be in as I see it.
They [PE] got in this with one thing in mind and that was to "sell the bank". They were always in this for 3 to 5 years max. It's not an evil plot..they just have different goals. Just one problem...it turns out the FCAL BoD has a sign out front that doesn't say "For Sale" but instead says "We're buying".
Long term I like that much better.
Day job duties called and I ran out of time to add to that last post. I wanted to add that the BHCA Board looks to restrict ownership positions in banks to less than 15%, voting and nonvoting stock combined, and limits ownership stakes further to less than 10% when an investor seeks to appoint a director.
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First California Financial Group, Inc. (Nasdaq:FCAL) is emerging as a regional force of strength and stability in Southern California banking, celebrating 32 years of business. With total assets of $1.9 billion, the company operates throughout Southern California under the First California Bank brand. The bank specializes in serving the financial needs of the commercial market, particularly small- and middle-sized businesses, professional firms and commercial real estate, development and construction companies. With a commitment to provide the best client service available in its markets, First California Bank offers a full line of quality commercial banking products through 19 full-service branch offices in Los Angeles, Orange, Riverside, San Bernardino, San Diego, San Luis Obispo and Ventura counties. For additional information on First California Bank's products and services, visit www.fcbank.com.
First California was a wholly owned subsidiary of National Mercantile Bancorp formed to facilitate the reincorporation merger with National Mercantile and the merger with FCB Bancorp, which occurred on March 12, 2007. Accordingly, First California's historical balance sheet and results of operations before the merger are the same as the historical information of National Mercantile. The company's results of operations include approximately 19 days of FCB Bancorp's results for the 2007 first quarter.
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