Premiere Service Bank (fka PSBK)

[Enterprising Investor]

Default Distribution: $5.3927 plus .16 share of INDY

I failed to contact Fido by the cut-off date to opt for the maximum stock election. Since INDY is not yet listed on the OTCBB for trading, I can put the excess cash to work elsewhere until it does and then make another decision at that time.

[Renee]

PSBK: Finra deleted symbol. Each Share of PSBK common stock will be converted into the right to receive either 0.7536 of a common share of Independence Bank, or $6.85 in cash, subject to 45% of PSBK common stock being exchanged for Independence Bank common Stock and 55% of PSBK common Stock being exchanged for cash.

http://www.otcbb.com/asp/dailylist_detail.asp?d=02/06/2014&mkt_ctg=NON-OTCBB

[Enterprising Investor]

Independence Bank Announces Completion of Premier Service Bank Acquisition (1/31/14)

Independence Bank (“Independence”) has announced the completion of the acquisition of Premier Service Bank (OTCBB: PSBK) (“Premier”). Independence now has pro forma assets of $449.3 million, deposits of $342.5 and gross loans of $302.2 and operates six locations in Orange and Riverside counties. Concurrent with the merger closing, Ken Stream, Premier’s former Chairman, and Kerry Pendergast, Premier’s former President and CEO have joined the Independence board of directors. Mr. Pendergast has also begun employment with Independence as Regional President of the Inland Empire.

“This transaction creates a strong community bank that can deliver enhanced value to customers, shareholders and the local communities we serve,” said Chuck Thomas, President and Chief Executive Officer of Independence Bank. “With the merger now successfully closed, we look forward to working with Kerry and the Premier Service Bank team to execute on our plans. The majority of the client-facing team at Premier will continue to serve our customers ensuring a smooth transition with a high level of service.”

Under the terms of the definitive agreement, Independence issued approximately 428 thousand shares of Independence stock plus $4.8 million in cash for all outstanding common shares of Premier common stock. Additionally, approximately $4.2 million was paid to the U.S. Treasury to retire all outstanding preferred shares previously issued to Premier under the TARP program. Independence has continued its efforts to be listed on the Over-the-Counter Bulletin Board, and will be listed soon now that the transaction has closed.

At the close of business on January 31st, Premier’s customers became Independence customers; however, Premier’s existing account agreements and all other contracts will continue to govern existing account(s). Customers should continue to bank at the same branches, on-line banking website, and ATMs, as well as continue to make loan payments as usual. The system conversion is currently scheduled for later this Spring, which is when Premier account(s) will be converted to the Independence system. Customers will be notified in writing in advance of any changes to their account(s) and other services. For any questions about the merger or account(s), customers can contact their Premier relationship officer or branch manager, call the Customer Care Line, or visit the Premier website at www.premierservicebank.com.

Independence Bank was advised by Keefe, Bruyette & Woods, Inc., a Stifel Company, as financial advisor and Stinson Morrison Hecker LLP as legal counsel. Premier Service Bank was advised by Hovde Group, LLC as financial advisor and Richard E. Knecht as legal counsel.

Independence Bank is a community-based institution that specializes in providing customized, personal financial solutions for individual and business customers. Headquartered in Newport Beach, California, customers can bank at any of the four conveniently located offices throughout Orange County in Newport Beach, San Juan Capistrano, Fountain Valley, Tustin; and once both banks’ core systems are fully consolidated later this year, in Riverside and Corona. Independence Bank also offers a robust and comprehensive online banking suite for both personal and business solutions.

Independence Bank customers enjoy the many advantages that a personal banking relationship offers: attentive service, flexible programs that can be adapted to one's needs and a genuine philosophy of true relationship banking.

As an institution, the Bank supports strong and vibrant local communities and strives to reinvest in the communities it serves. Independence Bank is an active member and participant in many community organizations throughout Orange and Riverside Counties. Independence Bank is a member FDIC bank and an equal housing lender.

Contacts
Media and Investor Contacts:
Independence Bank
Chuck Thomas
President, CEO
949-266-6011
[e-mail]
www.iBankCA.com
or
Independence Bank
Matthew Terry
Vice President, Director of Marketing
949-266-6033
[e-mail]
www.iBankCA.com

http://www.businesswire.com/news/home/20140131006025/en/CORRECTING-REPLACING-Independence-Bank-Announces-Completion-Premier#.Uu0KfNiYbIU

[LouMannheim]

Trying to catch up with you guys while on vacation with family.

Why would you sell shares in a taxable account only to buy them back in IRA at the exact same price? Wouldn't you end up with same profit in the end if you just held? What am I missing?

[Enterprising Investor]

The New INDY

Merger, if approved, will create a bank with over $400 million in assets, six branches in Orange and Riverside County, California, and a strong capital base to support future growth. We believe that the shareholders of INDY and PSBK will benefit from the increased earnings power of the resulting bank and our improved ability to generate profitable growth going forward.

INDY has formed INDY Merger Sub as a wholly owned subsidiary for the sole purpose of facilitating the acquisition of PSBK. In the proposed merger, INDY Merger Sub will merge with and into PSBK, with PSBK as the surviving entity, and the separate corporate existence of INDY Merger Sub shall cease, and immediately thereafter, INDY shall cause PSBK to be merged with and into INDY, with INDY as the surviving entity, and the separate corporate existence of PSBK shall cease. If the Merger is completed, each share of PSBK common stock, no par value per share, will be converted into the right to receive either 0.7536 of a share of INDY common stock, no par value per share, or $6.85 in cash, subject to 45% of PSBK common stock being exchanged for INDY common stock and 55% of PSBK common stock being exchanged for cash. Post-merger, INDY shareholders will continue to hold and own their existing shares of INDY common stock. Based on a number of assumptions described in this joint proxy statement/offering memorandum, approximately 427,725 shares of INDY common stock will be issued to PSBK shareholders as a result of the proposed merger.

[Enterprising Investor]

Proxy Statement

http://www.premierservicebank.com/corp/proxy/2014_%20Proxy_Statement.pdf

[Enterprising Investor]

Premier Service Bank Announces Financial Results for the Third Quarter of 2013 (11/13/13)

RIVERSIDE, Calif.--(BUSINESS WIRE)--Premier Service Bank (OTCBB:PSBK) today announced its unaudited financial results for the third quarter of 2013.

For the quarter ended September 30, 2013, the Bank reported net loss of $212 thousand, or <$0.18> per diluted share, compared to net income of $161 thousand, or $0.12 per diluted share, for the quarter ended September 30, 2012. The decrease in earnings between the respective periods is attributed to the decrease in the net interest income due to the decrease in the net loan portfolio. There was no additional provision to the allowance for loan losses required for the third quarter of 2013 and for the same period in 2012.

At September 30, 2013, the Bank had $5.5 million of non-performing loans, representing 8.29% of the Bank’s total loans, compared to $5.3 million of non-performing loans, or 5.93% of total loans, at September 30, 2012. The Bank had foreclosed real estate of $539 thousand at September 30, 2013, compared to foreclosed real estate of $2.2 million at September 30, 2012. At September 30, 2013, non-accrual loans totaled $5.5 million, representing 8.29% of total loans at that date, compared to non-accrual loans of $5.3 million at September 30, 2012, representing 5.93% of total loans at that date. The allowance for loan losses totaled $2.4 million at September 30, 2013, or 3.70% of total loans as of that date, compared to $2.9 million at September 30, 2012, or 3.22% of total loans as of that date.

At September 30, 2013, the Bank had total assets of $128 million, representing a decrease of $10 million, or 7.20%, compared to total assets of $138 million at September 30, 2012. The Bank had $2 million in FHLB borrowings at September 30, 2013, representing a decrease of nine million, or 81.8%, from the FHLB borrowings of $11 million at September 30, 2012. Total deposits at September 30, 2013 were $114.8 million, representing a decrease of 0.99% compared to total deposits of $115.9 million at September 30, 2012. Non-interest bearing demand deposits totaled $45.7 million at September 30, 2013, representing 39.81% of total deposits at that date, compared to $44.7 million of non-interest bearing demand deposits at September 30, 2012, which represented 38.57% of total deposits at that date.

The Bank’s gross loan portfolio decreased to $65.7 million at September 30, 2013, representing a 26.70% decrease compared to gross loans of $89.7 million at September 30, 2012. Unfunded credit commitments stood at $7.8 million at September 30, 2013, representing the same level when compared to unfunded commitments of $7.8 million at September 30, 2012.

The Bank’s net interest margin for the quarter ended September 30, 2013 was 3.50%, a decrease of 111 basis points as compared to the net interest margin of 4.61% for the third quarter of 2012.

Total shareholders’ equity at September 30, 2013 was $10.7 million, representing an increase of $261 thousand, or 2.49%, compared to total shareholders’ equity of $10.5 million at September 30, 2012. On December 1, 2010, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation and the predecessor to the Bank’s current California regulator, the California Department of Business Oversight (the “DBO”). The Consent Order requires the Bank, within 90 days from the effective date of the Order (by February 28, 2011), to increase and thereafter maintain its Tier I capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9.50% and its total risk-based capital ratio equals or exceeds 12%. As of September 30, 2013, these capital ratios were 8.35% and 16.15%, respectively. As a result, the Bank was not in compliance, as of September 30, 2013, with the leverage capital ratio, but was in compliance with the total risk-based capital ratio requirement as of that date. Although not in full compliance with the capital ratios required by the Consent Order as of September 30, 2013, the Bank was adequately capitalized as of that date under applicable regulatory guidelines.

On November 4, 2013, the Bank entered into a Plan and Agreement of Merger with Independence Bank (“Independence”), Newport Beach, California (the “Merger Agreement”), pursuant to which Independence will acquire the Bank. It is anticipated that the transaction will close during the first or second quarter of 2014, and assuming it does close at that time, the Bank’s capital requirements will be resolved under its Consent Order. The transaction has been approved unanimously by the boards of directors of Independence and the Bank, and remains subject to approval by the shareholders of Independence and the Bank, bank regulatory agencies, and other customary conditions of closing.

Under the terms of the Merger Agreement, the Bank’s shareholders will receive per share consideration of $6.85, or $8.6 million in aggregate. The Bank’s shareholders will have the option of exchanging each share for either cash or Independence common stock, subject to an overall consideration mix of 55% cash and 45% Independence common stock. Independence Bank plans to list its stock on the Over-the-Counter Bulletin Board after closing of the transaction.

Upon the closing of the transaction, it is presently anticipated that Kerry Pendergast, Premier’s President and CEO, and Ken Stream, Premier’s Chairman, will join the Board of Directors of Independence, and Mr. Pendergast will serve as Regional President of Independence.

The Bank’s President and Chief Executive Officer, Kerry L. Pendergast, stated, “I am confident that the transaction with Independence will provide the Bank with the balance sheet strength and product platform that will allow us to continue to improve service to our customers and to add new customers. Until the transaction closes, we will continue to operate the Bank to provide the best possible service to our customers, and will work with Independence to prepare for the combination of the two banks.”

Mr. Pendergast continued, “While we are excited about the pending merger with Independence, we are continuing our efforts to strengthen the Bank until the transaction closes. This was the sixth consecutive quarter during which the Bank was not required to make any provision expense to its Allowance for loan losses. Based on management’s analysis as of September 30, 2013, the Bank concluded not only that a provision to the Allowance was not required, but that, as of that date, the Bank had a reserve surplus of $1.4 million. As stated above in this release, the Bank’s Allowance for loan losses, as a percentage of total loans, was 3.70% as of September 30, 2013, compared to 3.22% of total loans as of September 30, 2012. Trends within the Bank’s lending portfolio continue to be improving, which is representative of the improving outlook for the local, regional and State economy.”

Pendergast went on to say, “The reserve surplus not only provides an additional cushion for unforeseen issues that might surface within the portfolio, but it is also available to support loan growth as the Bank intensifies its business development efforts and focuses on building a strong loan pipeline. Our marketing and business development efforts continue to be focused on capturing new lending and banking relationships from individuals and companies who are looking to establish ‘personal banking’ relationships with a local community bank.”

Pendergast said in closing, “We are continuing to have success in disposing of real estate that we acquired through foreclosure. We closed the quarter ended September 30, 2013 with $539 thousand of OREO, as compared to $946 thousand and $2.2 million at the quarters ended June 30, 2013 and September 30, 2012, respectively. As of the date of this release, the Bank had entered into escrow to dispose of the remaining Bank Owned property; it is anticipated that the escrow will close during the fourth quarter of 2013. While the level of non-performing loans remained relatively unchanged at the end of the third quarter of 2013, we expect that this trend will reverse itself and become more favorable in the fourth quarter of this year as a result of anticipated payoffs.”

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.

http://www.businesswire.com/news/home/20131113006828/en/Premier-Service-Bank-Announces-Financial-Results-Quarter

[56Chevy]

You and EI are thinking alike Pagz...I agree with you both!

Calif was one of the hardest hit but amazingly has managed to is claw its way back ahead of the recovery curve. We've seen several bank deals the past year but the ones paying the most premium have involved Calif banks!

Good article!

[vpagano]

Why might a California bank pay over BV for another bank in a transaction?

The headline of this article may have something to do with it.

http://www.housingwire.com/articles/27823-california-home-prices-return-to-pre-recession-levels?utm_source=dlvr.it&utm_medium=twitter

[Enterprising Investor]

Independence Bank 3rd Quarter Report:

https://www.independence-bank.net/files/Independence_Bank_2013_3rd_Quarter_Report_10-24-13_PRESS_RELEASE_FINAL.pdf

[Enterprising Investor]

Closed out taxable account position up 226 percent.

Actually, I repurchased about 80 percent of the shares sold in my IRA at the same $6.00. Why? When the deal gets approved, I either get Independence Bank stock or $6.85 in cash.

[56Chevy]

Premier Service Bank (PSBK)
$6.0 up $1.5 (33.33%)
Volume: 11,411

Congrats EI... it's been a rewarding day.

[Enterprising Investor]

PSBK shareholders receiving a 52 percent premium.

Last trade $4.50.

[Enterprising Investor]

Merger may have provided an easier resolution.

Legacy Shareholders, which would most likely included a high-percentage of insiders, would have faced dilution. If shares had been sold to new investors, the price would have been nowhere near book value.

A merger allows Legacy Shareholders the opportunity to own a better capitalized bank.

[56Chevy]

Under the terms of the merger agreement, Premier shareholders will receive per share consideration of $6.85, or $8.6 million in aggregate. Premier shareholders will have the option of exchanging each share for either cash or Independence Bank common stock, subject to an overall consideration mix of 55% cash and 45% Independence common stock. Independence Bank plans to list its stock on the Over-the-Counter Bulletin Board after closing of the transaction.

Thanx for the posting EI! This is an amazing offer. Fantastic! I admit I'm a little shocked they're paying a 25% premium over BV..especially considering PSBK still owes TARP.

There are times when these bank deals feel as if they'll never come to fruition. There were moments in the beginning of 2013 when PSBK sold for $1..it even dipped below a dollar for a few days last March... and here we are 8 months later with an offer on the table for $6.85!

If this doesn't get your motor running to seek value and snatch it up...nothing will!

[Enterprising Investor]

Independence Bank and Premier Service Bank Announce Merger (11/04/13)

NEWPORT BEACH, Calif. & RIVERSIDE, Calif.--(BUSINESS WIRE)--Independence Bank ( “Independence”) and Premier Service Bank (OTCBB: PSBK) (“Premier”) today jointly announced that the companies have entered into a definitive agreement in which Independence will acquire Premier. Premier has two branches and approximately $128.4 million in assets, $65.6 million in loans, and $114.8 million in deposits as of September 30, 2013.

The transaction, which has been approved unanimously by the boards of directors of Independence and Premier, will create a strong partnership between two culturally compatible organizations and will extend the footprint of Independence’s presence into the Inland Empire. The merger is subject to the approval by Independence and Premier shareholders, bank regulatory agencies, and other customary conditions of closing and is expected to be completed during the first half of 2014.

Under the terms of the merger agreement, Premier shareholders will receive per share consideration of $6.85, or $8.6 million in aggregate. Premier shareholders will have the option of exchanging each share for either cash or Independence Bank common stock, subject to an overall consideration mix of 55% cash and 45% Independence common stock. Independence Bank plans to list its stock on the Over-the-Counter Bulletin Board after closing of the transaction.

Upon the closing of the transaction, it is presently anticipated that Kerry Pendergast, Premier’s President and CEO, and Ken Stream, Premier’s Chairman, will join the Board of Directors of Independence, and Mr. Pendergast will serve as Regional President of Independence.

“This is a unique and exciting opportunity to combine two well-respected community banks that share a strong commitment to our local communities,” said Chuck Thomas, President and Chief Executive Officer of Independence Bank. “This merger gives us a meaningful presence in Riverside County and we look forward to continuing to provide Premier’s customers, communities and stakeholders the type of full-service relationship banking experience they’ve come to expect.”

“Independence Bank will provide the resources Premier Service Bank needs to continue, and expand upon, providing our customers with the high level of personal service they currently enjoy,” commented Kerry Pendergast, Premier Service Bank’s President and Chief Executive Officer. “I am confident that this transaction will give our team the balance sheet strength and product platform to improve what we do for our customers and also will provide a great opportunity for our shareholders to invest in a growing and profitable bank.”

Independence Bank was advised by Keefe, Bruyette & Woods, Inc., a Stifel Company, as financial advisor and Stinson Morrison Hecker LLP as legal counsel. Premier Service Bank was advised by Hovde Group, LLC as financial advisor and Richard E. Knecht as legal counsel.

About Independence Bank:

Independence Bank is a full service commercial bank headquartered in Newport Beach, California that specializes in providing personal banking, business banking, and commercial real estate lending solutions. The Company is also strongly supportive of the local communities it serves and is an active member in many community organizations in Orange County.

Independence has four branches and approximately $311.8 million in assets, $218.9 million in loans, $227.4 million in deposits, and $39.8 million in shareholder’s equity as of September 30, 2013.

About Premier Service Bank:

Premier Service Bank is a full service commercial bank headquartered in Riverside, California that provides commercial banking services, including a wide variety of checking accounts, investment services with competitive deposit rates, online banking products, and real estate, construction, commercial and consumer loans to small and medium-sized business, professionals and individuals.

Contacts

Media and Investor Contacts:
Independence Bank
Chuck Thomas
949-266-6011
[e-mail]
or
Premier Service Bank
Kerry Pendergast
951-300-2280
[e-mail]

http://www.businesswire.com/news/home/20131104006699/en/Independence-Bank-Premier-Service-Bank-Announce-Merger

[Enterprising Investor]

No need for a stock offering now.

If you have open GTC orders, you may want to cancel them before the market opens in the morning.

[Enterprising Investor]

Followed by another 100 shares at $4.87.

Now up 15.9 percent.

[Enterprising Investor]

A 800-share trade crossed at $4.51.

[Enterprising Investor]

Volume and pricing are picking up again.

It closed yesterday at $4.20, up $.60, on 4,200 shares. This morning a 100-share trade crossed at $4.20. Then the bid and ask moved up to $4.50 and $4.88, repectively. There are also 2,500 shares at the bid. This is a high number considering the average daily trading volume.

Somebody must know something.

[Enterprising Investor]

Increasing percentage of non-accrual loans is deceiving.

At June 30, 2013, the Bank had $5.5 million of non-performing loans, representing 8.05% of the Bank’s total loans, compared to $5.5 million of non-performing loans, or 5.70% of total loans, at June 30, 2012. The Bank had foreclosed real estate of $946 thousand at June 30, 2013, compared to foreclosed real estate of $3.2 million at June 30, 2012. At June 30, 2013, non-accrual loans totaled $5.5 million, representing 8.05% of total loans at that date, compared to non-accrual loans of $5.5 million at June 30, 2012, representing 5.70% of total loans at that date. The allowance for loan losses totaled $2.5 million at June 30, 2013, or 3.71% of total loans as of that date, compared to $2.9 million at June 30, 2012, or 3.03% of total loans as of that date.

This is the impact of net loans declining from $93 million at 6/30/12 to $65.4 million at 6/30/13.

[Enterprising Investor]

Book Value $5.46.

Down from $5.53 at 3/31/13.

[Enterprising Investor]

Premier Service Bank Announces Financial Results for the Second Quarter of 2013 (7/26/13)

RIVERSIDE, Calif.--(BUSINESS WIRE)--Premier Service Bank, Riverside, California (OTCBB:PSBK) today announced its unaudited financial results for the second quarter of 2013.

For the quarter ended June 30, 2013, the bank reported net loss of $23 thousand, or <$0.03> per diluted share, compared to net loss of $166 thousand, or <$0.14> per diluted share for the quarter ended June 30, 2012. The improvement in earnings between the respective periods is attributed to the decrease in the write-downs and expenses related to the other real estate owned during the second quarter of 2013. There was no additional provision to the allowance for loan losses required for the second quarter of 2013 and for the same period in 2012.

At June 30, 2013, the Bank had $5.5 million of non-performing loans, representing 8.05% of the Bank’s total loans, compared to $5.5 million of non-performing loans, or 5.70% of total loans, at June 30, 2012. The Bank had foreclosed real estate of $946 thousand at June 30, 2013, compared to foreclosed real estate of $3.2 million at June 30, 2012. At June 30, 2013, non-accrual loans totaled $5.5 million, representing 8.05% of total loans at that date, compared to non-accrual loans of $5.5 million at June 30, 2012, representing 5.70% of total loans at that date. The allowance for loan losses totaled $2.5 million at June 30, 2013, or 3.71% of total loans as of that date, compared to $2.9 million at June 30, 2012, or 3.03% of total loans as of that date.

At June 30, 2013, the Bank had total assets of $129 million, representing a decrease of $8.2 million or 5.96% compared to total assets of $137 million at June 30, 2012. The Bank had $6 million in FHLB borrowings at June 30, 2013, representing a decrease of $10 million or 62.5% from the FHLB borrowings of $16 million at June 30, 2012. Total deposits at June 30, 2013 were $110.9 million, representing an increase of 0.82% compared to total deposits of $110.0 million at June 30, 2012. Non-interest bearing demand deposits totaled $42.6 million at June 30, 2013, representing 38.42% of total deposits at that date, compared to $42.4 million of non-interest bearing demand deposits at June 30, 2012, which represented 38.55% of total deposits at that date.

The Bank’s gross loan portfolio decreased to $68.0 million at June 30, 2013, representing a 29.24% decrease compared to gross loans of $96.1 million at June 30, 2012. Unfunded credit commitments stood at $7.4 million at June 30, 2013, representing a 6.33% decrease compared to unfunded commitments of $7.9 million at June 30, 2012.

The Bank’s net interest margin for the quarter ended June 30, 2013 was 3.60%, a decrease of 114 basis points as compared to the net interest margin of 4.74% for the second quarter of 2012.

Total shareholders’ equity at June 30, 2013 was $11.1 million, representing an increase of $747 thousand, or 7.77% compared to total shareholders’ equity of $10.3 million at June 30, 2012. On December 1, 2010, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions, now known as the Division of Financial Institutions of the Department of Business Oversight. The Consent Order requires the Bank, within 90 days from the effective date of the Order (by February 28, 2011), to increase and thereafter maintain its Tier I capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9.50% and its total risk-based capital ratio equals or exceeds 12%. As of June 30, 2013, these capital ratios were 8.61% and 16.33%, respectively. As a result, the Bank was not in compliance, as of June 30, 2013, with the leverage capital ratio, but was in compliance with the total risk based capital ratio requirement as of that date. Although not in full compliance with the capital ratios required by the Consent Order as of June 30, 2013, the Bank was adequately capitalized as of that date under applicable regulatory guidelines.

The Bank attempted to comply with the capital requirements of the Order during 2011 with a capital offering that was not successful. During 2012, the Bank directed its efforts to a merger transaction to satisfy its capital requirements. On February 27, 2012, the Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First California Bank, a state chartered commercial bank (“FCB”), and its holding company, First California Financial Group, Inc. (“FCAL”) (Nasdaq: FCAL), pursuant to which the Bank was to merge into FCB (the “Merger”). On January 30, 2013, FCB, FCAL and the Bank issued a joint press release announcing that they jointly agreed to terminate the Merger Agreement and the proposed Merger, effective January 30, 2013.

Since the Merger is not going forward, in order to comply with the capital requirements of the Consent Order the Bank will need to complete a new capital offering, find another merger partner, or continue to reduce the total assets of the Bank. On April 9, 2013, the Bank engaged the services of Hovde Group, LLC, a Financial Industry Regulatory Authority registered broker-dealer, as its exclusive placement agent and financial advisor, to assist the Bank in addressing these issues.

The Bank’s President and Chief Executive Officer, Kerry L. Pendergast, stated, “Clearly the challenge facing Premier Service Bank, as well as many other community banks of our size, in the second quarter ended June 30, 2013, as well as the trailing two quarters, has been to find new credit opportunities to expand our relationship base. It has also been our challenge to replace a large number of 'transactional' credits that have been lost to other institutions through the refinancing and pay-off of those credits. The willingness of the larger super-regional and money center banks to refinance these credits at reduced rates and bargain terms, has put community banks at a competitive disadvantage because interest rate risk associated with offering low fixed rate loans, with extended terms, is not easily mitigated by smaller institutions. Notwithstanding these issues, at June 30, 2013 the Bank had a loan pipeline in excess of $9 million and the Bank was proactively communicating with its current borrowers to ensure that the Bank would have the opportunity to refinance their credits and thereby protect valued lending relationships. The Bank believes its efforts will result in increased refinancing opportunities throughout the second half of 2013.”

Pendergast went on to say, “We have stepped up our business development activities by adding additional lending staff and increasing our marketing and advertising efforts. Our marketing is focused on capturing new lending and banking relationships from individuals and companies who are looking to establish 'personal' banking relationships with a local community bank.”

Pendergast continued by saying, “This was the fifth consecutive quarter during which the Bank was not required to make any provision expense to its Allowance for loan losses. Based on management’s analysis as of June 30, 2013, the Bank concluded not only that a provision to the Allowance was not required, but that as that date the Bank had a reserve surplus of $845 thousand. As stated above in this release the Bank’s Allowance for loan losses, as a percentage of total loans, was 3.71% as of June 30, 2013, compared to 3.03% of total loans as of June 30, 2012. The outlook for a continuing improvement in the local economy correlates to the improving trends the Bank is experiencing within its lending portfolio, as well as with the stabilized trends evidenced within the Bank’s Allowance.”

Pendergast said in closing, “We are continuing to have success in disposing of real estate that we acquired through foreclosure. We closed the quarter ended June 30, 2013 with $946 thousand of OREO, as compared to $1.2 million and $3.2 million at the quarters ended March 31, 2013 and June 30, 2012, respectively. We believe we are on track to dispose of the remaining Bank Owned property by the end of the fourth quarter of 2013. While there was an increase in the level of non-performing loans at the end of the second quarter of 2013, we expect that this trend will reverse itself and become more favorable in the fourth quarter of this year, as a result of anticipated payoffs.”

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.

http://www.businesswire.com/news/home/20130726005887/en/Premier-Service-Bank-Announces-Financial-Results-Quarter

[Enterprising Investor]

Pricing and volume moving up.

[Enterprising Investor]

Book Value $5.53.

Up from $5.27 at 12/31/12.

[Enterprising Investor]

Premier Service Bank Announces Financial Results for the First Quarter of 2013 (4/18/13)

RIVERSIDE, Calif.--(BUSINESS WIRE)--Premier Service Bank, Riverside, California (OTCBB:PSBK), today announced its unaudited financial results for the first quarter of 2013.

For the quarter ended March 31, 2013, the bank reported net income of $347 thousand, or $0.27 per diluted share, compared to net loss of $190 thousand, or <$0.16> per diluted share for the quarter ended March 31, 2012. The improvement in earnings between the respective periods is attributed to the decrease in the provision for loan losses and the non-recurring noninterest income that was received during the first quarter of 2013. There was no additional provision to the allowance for loan losses required for the first quarter of 2013, compared to $225 thousand for the same period in 2012.

At March 31, 2013, the Bank had $3.4 million of non-performing loans, representing 4.58% of the Bank’s total loans, compared to $5.5 million of non-performing loans, or 5.53% of total loans, at March 31, 2012. The Bank had foreclosed real estate of $1.2 million at March 31, 2013, compared to foreclosed real estate of $3.0 million at March 31, 2012. At March 31, 2013, non-accrual loans totaled $3.4 million, representing 4.58% of total loans at that date, compared to non-accrual loans of $5.5 million at March 31, 2012, representing 5.53% of total loans at that date. The allowance for loan losses totaled $2.5 million at March 31, 2013, or 3.38% of total loans as of that date, compared to $2.75 million at March 31, 2012, or 2.77% of total loans as of that date.

At March 31, 2013, the Bank had total assets of $131 million, representing a decrease of $7.6 million or 5.48% compared to total assets of $139 million at March 31, 2012. The Bank had $11 million in FHLB borrowings at March 31, 2013, representing a decrease of $5 million or 31.25% from the FHLB borrowings of $16 million at March 31, 2012. Total deposits at March 31, 2013 were $108.3 million, representing a decrease of 3.02% compared to total deposits of $111.7 million at March 31, 2012. Non-interest bearing demand deposits totaled $40.3 million at March 31, 2013, representing 37.18% of total deposits at that date, compared to $44.2 million of non-interest bearing demand deposits at March 31, 2012, which represented 39.62% of total deposits at that date.

The Bank’s gross loan portfolio decreased to $73.9 million at March 31, 2013, representing a 25.34% decrease compared to gross loans of $99 million at March 31, 2012. Unfunded credit commitments stood at $7 million at March 31, 2013, representing a 6.67% decrease compared to unfunded commitments of $7.5 million at March 31, 2012.

The Bank’s net interest margin for the quarter ended March 31, 2013 was 4.13%, a decrease of 81 basis points as compared to the net interest margin of 4.94% for the first quarter of 2012.

Total shareholders’ equity at March 31, 2013 was $11.1 million, representing an increase of $650 thousand, or 6.2% compared to total shareholders’ equity of $10.5 million at March 31, 2012. On December 1, 2010, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions. The Consent Order requires the Bank, within 90 days from the effective date of the Order (by February 28, 2011), to increase and thereafter maintain its Tier I capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9.50% and its total risk-based capital ratio equals or exceeds 12%. As of March 31, 2013, these capital ratios were 8.4% and 15.35%, respectively. As a result, the Bank was not in compliance, as of March 31, 2013, with the leverage capital ratio, but was in compliance with the total risk based capital ratio requirement as of that date. Although not in full compliance with the capital ratios required by the Consent Order as of March 31, 2013, the Bank was adequately capitalized as of that date under applicable regulatory guidelines.

The Bank attempted to comply with the capital requirements of the Order during 2011 with a capital offering that was not successful. During 2012, the Bank directed its efforts to a merger transaction to satisfy its capital requirements. On February 27, 2012, the Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First California Bank, a state chartered commercial bank (“FCB”), and its holding company, First California Financial Group, Inc. (“FCAL”) (Nasdaq: FCAL), pursuant to which the Bank was to merge into FCB (the “Merger”). On January 30, 2013, FCB, FCAL and the Bank issued a joint press release announcing that they jointly agreed to terminate the Merger Agreement and the proposed Merger, effective January 30, 2013.

Now that it has been determined that the Merger is not going forward, in order to comply with the capital requirements of the Consent Order, the Bank will need to complete a new capital offering or find another solution which improves its capital ratios, such as finding a new merger partner, arranging for the possible sale of the Bank or a transfer of control of the Bank, or taking steps to decrease the asset size of the Bank until the ratios are in compliance with the Consent Order. The Bank presently intends to commence a common stock offering, subject to regulatory approval, by the end of the second quarter of 2013 to effect compliance with the capital ratios. The Bank believes that its improved condition over the last two quarters of 2012 and the first quarter of 2013, compared to 2011, will allow the Bank to raise sufficient capital to resolve the requirements of the Consent Order.

The Bank’s President and Chief Executive Officer, Kerry L. Pendergast, stated, “The positive trends exhibited and commented on in the fourth quarter of 2012 extended into the first quarter of 2013. For the first quarter of 2013, there was no provision expense to the Bank’s allowance for loan losses, as compared to the $225 thousand provision expense required for the same period in 2012; this represented the fourth quarter in a row where there was no required provision expense. Notwithstanding the significant reduction in the provision expense, when compared to the quarter ended March 31, 2012, the Bank’s allowance for loan losses totaled $2.5 million at March 31, 2013 or 3.38% of total loans as of that date, compared to $2.75 million at March 31, 2012 or 2.77% of total loans as of that date.”

Pendergast went on to say, “We have continued to make meaningful progress in disposing of real estate acquired through foreclosure; we closed the quarter ended March 31, 2013 with $1.2 million of OREO, as compared to $2.6 million at the quarter and year-ended December 31, 2012. We are continuing to make incremental progress on reducing the level of non-performing loans, reporting non-performing loans of $3.4 million or 4.58% of total loans at March 31, 2013, as compared to non-performing loans of $5.5 million or 5.53% of total loans at March 31, 2012. We believe that our strategy of working with our borrowers through what has admittedly been a very difficult period in our national, state and regional economies has been the right thing to do. The outlook for an improving regional economy has signaled improving trends for our individual business owners and has served to further strengthen our customer relationships.”

Pendergast said in closing, “We continue to see improvement in the local economy, with the improving business outlook and climate having a direct impact on our business clients and ultimately on the Bank’s overall performance. Working to ensure that the Bank continues to build on the quarter-over-quarter progress that has been reported is our number one objective moving into the second quarter of 2013.”

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.

http://www.businesswire.com/news/home/20130418006498/en/Premier-Service-Bank-Announces-Financial-Results-Quarter

[vpagano]

Tossed in a $2.78 before lunch and got filled for a whopping 100 shares.

[bacc]

Wow, what are we to make on the gap, $2.66 bid to $5.00 ask, cant wait to see if they hit that ask

[56Chevy]

The Bank hopes to commence the offering during March 2013.

March has come and gone. I would think the offering is still on!

I'd like to see them raise more than $5MM but the interesting thing will be - at what price will the shares be offered at???

If I had $5MM... I'd buy them all.

I still would.

SST may have missed a real dooozey here!

[bacc]

LOOKING GOOD EI, LOOKIN GOOD

[Enterprising Investor]

Bought 200 at $2.66.

[vpagano]

So thinly traded and sometimes a wide bid/ask spread...makes investing at ideal prices a little tough. No position currently.

[56Chevy]

PSBK's BV is $5.02...but the market values it at .90!

This was on 1/2/2013..todays PPS was $2.20

[bacc]

I like it, little upward movement, now a little volume and we shall really move

[56Chevy]

The bank hopes to effect compliance with an offering to sell up to $5 million of its common stock to accredited investors in a nonpublic offering. The offering cannot commence until a Stock Permit is issued by the DFI. The Bank hopes to commence the offering during March 2013.

I'd like to see them raise more than $5MM but the interesting thing will be - at what price will the shares be offered at???

If I had $5MM... I'd buy them all.

[Enterprising Investor]

PSBK 2012 Financial Report

http://premierservicebank.com/corp/2012_Financial_Report.pdf

[vpagano]

Now that it has been determined that the Merger is not going forward, in order to comply with the capital requirements of the Consent Order, the Bank will need to complete a new capital offering or find another solution which improves its capital ratios, such as finding a new merger partner, arranging for the possible sale of the Bank or a transfer of control of the Bank, or taking steps to decrease the asset size of the Bank until the ratios are in compliance with the Consent Order. The Bank presently intends to commence a common stock offering, subject to regulatory approval, by the end of the first quarter of 2013 to effect compliance with the capital ratios. The Bank believes that its improved condition in 2012 compared to 2011 will allow the Bank to raise sufficient capital to resolve the requirements of the Consent Order.

So, wait to initiate a position after said stock offering?
Other risks on the table still: cheap takeover, merger into unwanted bank, dilution?

I'll be keeping an eye out for that stock offering.

[56Chevy]

Total TARP funds owed: $4MM on Feb. 20, 2009

For an investor interested in infusing cash into this bank it may be possible for the bank to work a deal with the US Treasury to pay back half the TARP funds owed. Another bank in Seattle did just that recently.

SEATTLE, Feb. 21, 2013 /PRNewswire/ -- First Sound Bank (OTCBB: FSWA) today announced that, in accordance with a negotiated agreement with the U.S. Treasury, it has retired all $7.4 million in preferred stock issued to the Treasury in late 2008 in exchange for capital received under the Troubled Asset Relief Program (TARP). The Bank received regulatory approval to close on the agreement and repaid the Treasury on February 20.

The agreement, which called for a 50 percent discount to purchase the securities and warrants and extinguish accumulated unpaid dividends of approximately $1.3 million, required First Sound to raise at least $7 million in new capital and meet certain other requirements. The Bank closed out its offering on February 15, 2013, raising over $7.9 million from individual investors.

*If a simular arrangement could be worked out here it would wipe out over $2MM in PSBK debt. In my mind this is a big deal... and an excellent opportunity for the right investor(s). This small bank in Seattle was the first in the country to work out such an arrangement with the USTreasury. They [UST] would like to wind the TARP program down and for the moment seem willing to make concessions.

[56Chevy]

Shares Outstanding5: 1.26M
Float: N/A
% Held by Insiders1: 20.69%
% Held by Institutions1: 0.10%

http://finance.yahoo.com/q/ks?s=PSBK+Key+Statistics

Book Value as of 12/31/2012 - $5.27

http://www.premierservicebank.com/corp/press/press_release_013013_2.html

*PPS as of 3/7/2013 - $1.65

[56Chevy]

Total TARP funds owed: $4MM on Feb. 20, 2009

http://banktracker.investigativereportingworkshop.org/tarp/california/riverside/premier-service-bank/

[56Chevy]

We're nearing the mid-way point of the 1st Qtr

Premier Service Bank Announces Earnings for the Quarter and Year Ended December 31, 2012

[....]

The Bank presently intends to commence a common stock offering, subject to regulatory approval, by the end of the first quarter of 2013 to effect compliance with the capital ratios. The Bank believes that its improved condition in 2012 compared to 2011 will allow the Bank to raise sufficient capital to resolve the requirements of the Consent Order.

[....]

http://www.premierservicebank.com/corp/press/press_release_013013_2.html

[Enterprising Investor]

PSBK Announces Earnings for the Quarter and Year Ended December 31, 2012 (1/30/13)

RIVERSIDE, Calif.--(BUSINESS WIRE)--Premier Service Bank, Riverside, California (OTCBB:PSBK), today announced its unaudited financial results for the quarter and year ended December 31, 2012.

For the year ended December 31, 2012, the Bank reported a net income of $152 thousand, or $0.09 per diluted share, compared to a net loss of $2.19 million, or ($1.77) per diluted share for the year ended December 31, 2011. The net income for the fourth quarter of 2012 was $347 thousand, or $0.27 per diluted share, compared to a net loss of $820 thousand, or ($0.66) per diluted share for the fourth quarter of 2011. The variance in earnings between the respective periods is primarily attributed to the provisions to the Bank’s allowance for loan losses, which, for the year ended December 31, 2012, totaled $225 thousand, compared to $2.79 million for the year ended December 31, 2011. No provision to the allowance for loan losses was provided for the fourth quarter of 2012, compared to $910 thousand for the same period in 2011.

At December 31, 2012, the Bank had $3.49 million of non-performing loans, representing 4.20% of the Bank’s total loans, compared to $8.93 million of non-performing loans, or 8.61% of total loans, at December 31, 2011. Impairment analyses are performed on the Bank’s non-performing loans and impairment adjustments, if any, are written off and/or fully reserved when appropriate as a part of this process. The Bank had foreclosed real estate of $2.60 million at December 31, 2012, compared to foreclosed real estate of $2.93 million at December 31, 2011. All non-performing loans were on non-accrual at December 31, 2012 and 2011. The allowance for loan losses totaled $2.73 million at December 31, 2012, or 3.29% of total loans as of that date, compared to $2.36 million at December 31, 2011, or 2.28% of total loans as of that date.

At December 31, 2012, the Bank had total assets of $132 million, representing a decrease of $9.2 million or 6.54% compared to total assets of $141 million at December 31, 2011. Total deposits at December 31, 2012 were $109.3 million, representing a 2.22% reduction compared to total deposits of $111.8 million at December 31, 2011. Non-interest bearing demand deposits totaled $38.7 million at December 31, 2012, representing 35.4% of total deposits at that date, compared to $41.1 million of non-interest bearing demand deposits at December 31, 2011, which represented 36.8% of total deposits at that date.

The Bank’s gross loan portfolio totaled $82.9 million at December 31, 2012, representing a 20.0% decrease compared to gross loans of $103.7 million at December 31, 2011. Unfunded credit commitments stood at $7.7 million at December 31, 2012, representing a 1.3% increase when compared to unfunded commitments of $7.6 million at December 31, 2011.

The Bank’s net interest margin for the year ended December 31, 2012 was 4.63%, a decrease of 0.19% compared to the net interest margin of 4.82% for the year ended December 31, 2011. The Bank’s net interest margin for the quarter ended December 31, 2012 was 4.33%, a decrease of 0.33% compared to the net interest margin of 4.64% for the fourth quarter of 2011.

Total shareholders’ equity at December 31, 2012 was $10.8 million, representing an increase of $115 thousand, or 1.08%, compared to total shareholders’ equity of $10.7 million at December 31, 2011. On December 1, 2010, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions. Among the provisions of the Consent Order is the requirement that within 90 days from the effective date of the Order (by February 28, 2011), the Bank shall increase and thereafter maintain its Tier I capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9.50 percent and its total risk-based capital ratio equals or exceeds 12 percent. The Bank was not in compliance with this requirement as of February 28, 2011 as required by the Consent Order. As of December 31, 2012, these capital ratios were 7.69% and 13.42%, respectively. As a result, the Bank was not in compliance, as of December 31, 2012, with the leverage capital ratio, but was in compliance with the total risk based capital ratio requirement as of that date. Although not in full compliance with the capital ratios required by the Consent Order as of December 31, 2012, the Bank was adequately capitalized as of that date under applicable regulatory guidelines.

The Bank attempted to comply with the capital requirements of the Order during 2011 with a capital offering that was not successful. During 2012, the Bank directed its efforts to a merger transaction to satisfy its capital requirements. On February 27, 2012, the Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First California Bank, a state chartered commercial bank (“FCB”), and its holding company, First California Financial Group, Inc. (“FCAL”)(Nasdaq: FCAL), pursuant to which the Bank was to merge into FCB (the “Merger”). On January 30, 2013, FCB, FCAL and the Bank issued a joint press release announcing that they have jointly agreed to terminate the Merger Agreement and the proposed Merger, effective January 30, 2013.

Now that it has been determined that the Merger is not going forward, in order to comply with the capital requirements of the Consent Order, the Bank will need to complete a new capital offering or find another solution which improves its capital ratios, such as finding a new merger partner, arranging for the possible sale of the Bank or a transfer of control of the Bank, or taking steps to decrease the asset size of the Bank until the ratios are in compliance with the Consent Order. The Bank presently intends to commence a common stock offering, subject to regulatory approval, by the end of the first quarter of 2013 to effect compliance with the capital ratios. The Bank believes that its improved condition in 2012 compared to 2011 will allow the Bank to raise sufficient capital to resolve the requirements of the Consent Order.

The Bank’s President and Chief Executive Officer, Kerry L. Pendergast, stated, “We continue to be encouraged with the progress the Bank has made throughout the 2012 calendar year, which has included posting strong fourth quarter earnings, as well as reporting our first year-end profit since December 2007. As we have previously reported, improving delinquency trends, along with a continuing decline in the level of non-performing loans, have allowed the Bank to significantly decrease its provisions to its loan loss reserve over the last four quarters. For the quarter ended December 31, 2012 the Bank made no provision to the reserve, as compared to provision expense of $910 thousand for the same period in 2011. Year to date provision expenses totaled $225 thousand, as compared to provision expenses totaling $2.79 million for the same 12-month period ended December 31, 2011. I would like to note that despite the reduction in the Bank’s provision to its reserve in 2012, the amount of the reserve increased 1.01%, from 2.28% to 3.29% of total loans, from December 31, 2011 to December 31, 2012. It is also important to note that the Bank believes the reserve amount reported at December 31, 2012 reflects a surplus of $941 thousand based on the Bank’s analysis of its reserve requirements of that date.”

Pendergast went on to say, “The Bank has made steady progress in reducing the level of non-performing loans and believes that an improving local economy has been central to those efforts. For the fourth quarter and year ended December 31, 2012, non-performing loans represented 4.20% of the Bank’s total loans, as compared to 8.61% as of December 31, 2011. Clearly, further improvement in the current level of non-performing loans is needed, but the Bank’s success in reducing these problem credits throughout 2012 reflects the hard work and extraordinary commitment of our team!”

Pendergast said in closing, “I’m very encouraged with our year-end results, which not only include a return to profitability, but also reflect improvement in all of the Bank’s key operating ratios. While recognizing that more improvement is necessary, the Bank is encouraged by the signs of improvement in the local economy, which will result in improved collection efforts by the Bank. The improving local economy is welcome news for our clients who are dependent upon and part of the local economy. The improving conditions in their businesses, professional practices and investments mean increased profitability and further strengthening of the 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.

http://www.businesswire.com/news/home/20130130006546/en/Premier-Service-Bank-Announces-Earnings-Quarter-Year

[Enterprising Investor]

FCAL and PSBK Terminate Merger Agreement (1/30/13)

WESTLAKE VILLAGE, CA and RIVERSIDE, CA--(Marketwire - Jan 30, 2013) - First California Financial Group, Inc. (NASDAQ: FCAL), its wholly owned subsidiary, First California Bank (FCB) and Premier Service Bank (OTCBB: PSBK) announced today that they have jointly agreed to terminate that certain Agreement and Plan of Merger dated February 27, 2012, as amended, among the parties, effective January 30, 2013. Under the terms of the Merger Agreement the transaction was to be accomplished by December 31, 2012. As the parties were unable to accomplish the transaction by that date, the parties have mutually determined that it is in the best interest of both companies to terminate the Merger Agreement. The termination agreement entered into between the parties includes mutual general releases of all claims.

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 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-financial-group-and-premier-service-bank-terminate-merger-agreement-nasdaq-fcal-1751533.htm

[leftope]

The interesting item to me is the omission of this sentence in the third quarter financial results: "The Bank believes that the Merger will close as anticipated and that there will be no need to implement any such contingency plans."

That sentence was included in the paragraph about the Agreement and Plan of Merger in the first and second quarter financial results.

It could be an inadvertent slip, but I doubt it.

[Enterprising Investor]

Volume remains light post PACW-FCAL merger announcement (11/06/12)

[Enterprising Investor]

[Enterprising Investor]

PACW may view PSBK like a call option.

It could all come down to Q4 results.

[56Chevy]

Nothing official has been said BUT it's now 2013 and the FCAL - PSBK - PACW trilogy deal still remains undone.

It's true that the timing of these proposed mergers came in in an awkward fashion with FCAL making an offering for PSBK first and then PACW comes along months later and makes an offer for FCAL.

It's possible but I can't imagine any of the parties having buyers remorse now so why the delays?? It's not like PACW didn't know FCAL had a deal in the works for PSBK. You would have to assume the delays could only be the work of the King's of Slow - Uncle Sam & his band of merry regulators...at least that's what I kept telling myself. Now I'm not so sure.

The longer this doesn't get done the trickier it gets for shareholders as to who gets what for what. BV's haven't changed much but the individual market prices have. PACW & FCAL's pps have continued to climb but PSBK has been in limbo so long their pps has started to decline. It could be some shareholders are starting to feel they've been left at the alter.

I don't know if PSBK has a termination fee in the deal (if it comes to that) but my guess is they do. PSBK still owes TARP $4MM and they may have just lost alot of time looking for a new bff if this doesn't go thru :~\

We'll see. PSBK's BV is $5.02...but the market values it at .90!

[Enterprising Investor]

PSBK Book Value is $5.02.

[Enterprising Investor]

PSBK Announces Financial Results for the Third Quarter of 2012 (10/29/12)

RIVERSIDE, Calif.--(BUSINESS WIRE)--

Premier Service Bank, Riverside, California (PSBK) today announced its unaudited financial results for the third quarter of 2012.

For the quarter ended September 30, 2012, the bank reported net income of $161 thousand, or 0.12 per diluted share, compared to a net loss of $141 thousand, or <$0.12> per diluted share for the quarter ended September 30, 2011. The improvement in earnings between the respective periods is primarily attributed to the decrease in the provision for loan losses, partially offset by the decrease in net interest income as a result of the lower amount of total loans. There was no provision to the allowance for loan losses for the third quarter of 2012, due to the recovery of prior charge-offs and the decrease in the loan portfolio, compared to a provision of $275 thousand for the same period in 2011.

At September 30, 2012, the Bank had $5.3 million of non-performing loans, representing 5.93% of the Bank’s total loans, compared to $9.6 million of non-performing loans, or 8.76% of total loans, at September 30, 2011. The Bank had foreclosed real estate of $2.2 million at September 30, 2012, compared to foreclosed real estate of $3.2 million at September 30, 2011. At September 30, 2012, non-accrual loans totaled $5.3 million, representing 5.93% of total loans at that date, compared to non-accrual loans of $9.6 million at September 30, 2011, representing 8.76% of total loans at that date. The allowance for loan losses totaled $2.9 million at September 30, 2012, or 3.22% of total loans as of that date, compared to $3.1 million at September 30, 2011, or 2.86% of total loans as of that date.

At September 30, 2012, the Bank had total assets of $138 million, representing a decrease of $6.7 million or 4.61% compared to total assets of $145.1 million at September 30, 2011. The Bank had $11 million in FHLB borrowings at September 30, 2012, representing a decrease of $9 million or 45% from FHLB borrowings of $20 million at September 30, 2011. Total deposits at September 30, 2012 were $115.9 million, representing an increase of 2.82% compared to total deposits of $112.7 million at September 30, 2011. Non-interest bearing demand deposits totaled $44.7 million at September 30, 2012, representing 38.57% of total deposits at that date, compared to $43.2 million of non-interest bearing demand deposits at September 30, 2011, which represented 38.36% of total deposits at that date.

The Bank’s gross loan portfolio decreased to $89.7 million at September 30, 2012, representing an 18.06% decrease compared to gross loans of $109.4 million at September 30, 2011. Unfunded credit commitments stood at $7.8 million at September 30, 2012, representing a 25% decrease compared to unfunded commitments of $10.4 million at September 30, 2011.

The Bank’s net interest margin for the quarter ended September 30, 2012 was 4.56%, a decrease of 38 basis points as compared to the net interest margin of 4.94% for the third quarter of 2011.

Total shareholders’ equity at September 30, 2012 was $10.5 million, representing a decrease of $1 million, or 9.18% compared to total shareholders’ equity of $11.5 million at September 30, 2011. On December 1, 2010, the Bank entered into a Consent Order with the Federal Deposit Insurance Corporation and the California Department of Financial Institutions. The Consent Order requires the Bank, within 90 days from the effective date of the Order (by February 28, 2011), to increase and thereafter maintain its Tier I capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9.50% and its total risk-based capital ratio equals or exceeds 12%. As of September 30, 2012, these capital ratios were 7.48% and 12.15%, respectively. As a result, the Bank was not in compliance, as of September 30, 2012, with the leverage capital ratio required by the Consent Order. Although the Bank was not in compliance with the leverage capital requirement of the Consent Order as of September 30, 2012, the Bank was in compliance with the total risk-based capital ratio as of that date and was adequately capitalized as of that date under applicable regulatory guidelines.

On February 27, 2012, the Bank entered into an Agreement and Plan of Merger (the “Merger Agreement”) with First California Bank, a state chartered commercial bank (“FCB”), and its holding company, First California Financial Group, Inc. Nasdaq: (FCAL) (“FCAL”), pursuant to which the Bank will merge into FCB (the “Merger”). The transaction is subject to regulatory and shareholder approvals and customary closing conditions. If the Merger closes as anticipated, the Bank’s capital issues will be resolved. If the Merger does not proceed for any reason, in order to comply with the capital requirements of the Consent Order, the Bank will need to complete a new capital offering or find another solution which improves its capital ratios, such as finding a new merger partner, arranging for the possible sale of the Bank or a transfer of control of the Bank, or taking steps to decrease the asset size of the Bank until the ratios are in compliance with the Consent Order.

The Bank’s President and Chief Executive Officer, Kerry L. Pendergast, stated, “We are encouraged with the financial results for the third quarter of this year, which included a return to profitability, with net income of $161 thousand reported for the quarter. This is a continuation of the improving trends that the Bank has been reporting for the first and second quarters of 2012 and is largely driven by improving delinquency trends, a decline in non-performing loans, and a significant decline in provisions to the loan loss reserve. For the quarter ended September 30, 2012 the Bank made no provision to the reserve, as compared to provision expense of $275 thousand for the same period in 2011. Year to date provision expenses totaled $225 thousand, as compared to provision expenses totaling $1.88 million for the same nine-month period ended September 30, 2011.

Pendergast went on to say, “The Bank believes its allowance for loan losses as of September 30, 2012 provides more than adequate protection for any future losses, with a reserve totaling $2.9 million or 3.22% of total loans as of that date. The reserve amount as of September 30, 2012 reflects a surplus of $902 thousand based on the Bank’s analysis of its reserve requirements as of that date. Our surplus is a reflection of the Bank’s success in reducing the overall level of non-performing credits and is also a reflection of the Bank’s collection efforts, which have produced $481 thousand in recoveries during the nine-month period ended September 30, 2012.

Pendergast said in closing, “In addition to the Bank’s strong collection efforts, Management is actively engaged in the oversight and disposition of foreclosed real estate. Within the third quarter the Bank was able to dispose of $938 thousand in bank-owned property and executed sales contracts for the disposition of another $329 thousand of bank-owned property which we expect to close during the fourth quarter of 2012. Investor interest in the Inland Empire real estate market has improved and we have stepped up our marketing activities to take advantage of the renewed interest in both raw land and commercial real estate. We are clearly focused on disposing of bank-owned properties as efficiently and effectively as possible.”

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.

Forward-looking Statements

This news release contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations, estimates and projections about Premier Service Bank’s business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above and the following: Premier Service Bank cannot predict with any degree of certainty its ability to increase its assets, deposits and total loans, control expenses, retain critical personnel, manage interest rate risk, manage technological changes, and address regulatory requirements. The Bank is also unable to predict whether or when the pending Merger described above will close. In addition, such forward-looking statements could be affected by general industry and market conditions and growth rates, and general domestic and international economic conditions. Such forward-looking statements speak only as of the date on which they are made, and Premier Service Bank does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release.

For a more complete discussion of risks and uncertainties, investors and security holders are urged to read Premier Service Bank’s annual report on Form 10-K for the year ended December 31, 2011 and its quarterly report on Form 10-Q for the quarter ended March 31, 2012, as filed by Premier Service Bank with the FDIC. On May 7, 2012, the Bank filed a Form 15, Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934, with the FDIC. As a result of that filing, the Bank's reporting obligations under Section 12(a) of the Exchange Act were immediately suspended, making it no longer necessary to file forms such as Forms 10-K, 10-Q, or 8-K after May 7, 2012. The last form filed by the Bank with the FDIC was its quarterly report on Form 10-Q for the quarter ended March 31, 2012.

http://www.premierservicebank.com/corp/press/press_release_102912.html