ppbi_2013q1earnings-425.htm
 
 
Filed by Pacific Premier Bancorp, Inc.
 
Pursuant to Rule 425 under the
Securities Act of 1933
 
Subject Company: San Diego Trust Bank
 
SEC Registration Statement No.: 333-1847688

 
 
This filing relates to a press release dated April 24, 2013 issued by Pacific Premier Bancorp, Inc. The following is a copy of the press release.
 
 

 
Pacific Premier Bancorp, Inc. Announces First Quarter 2013 Earnings (Unaudited)
 
First Quarter 2013 Summary
 
●  
Net Income of $2.0 million, or $0.13 per fully diluted share
●  
Total Assets increase to $1.4 billion
●  
End-of-Period Deposit Costs fall to 0.37%
●  
Noninterest Bearing Deposits increase 48% to $317 million
●
End-of-Period Gross Loans decrease $40 million from prior quarter
●  
Net Interest Margin of 4.62%
 
Irvine, Calif., April 24, 2013 -- Pacific Premier Bancorp, Inc.  (NASDAQ: PPBI) (the “Company”), the holding company of Pacific Premier Bank (the “Bank”), reported net income for the first quarter of 2013 of $2.0 million or $0.13 per share on a diluted basis, down from $3.8 million or $0.32 per share on a diluted basis for the fourth quarter of 2012.  For the three months ended March 31, 2013, our return on average assets was 0.67% and return on average equity was 5.65%, down from a return on average assets of 1.42% and a return on average equity of 14.07% for the fourth quarter of 2012.  The decrease in our net income and returns was primarily related to one-time costs of $2.0 million recorded in connection with the acquisition of First Associations Bank (“First Associations”) on March 15, 2013 and the pending merger with San Diego Trust Bank that is expected to close in the third quarter of 2013.
 
Steven R. Gardner, President and Chief Executive Officer, commented on the results, “We are not satisfied with our first quarter performance as it was impacted by compression in our net interest margin and a lower level of loan production than we expected. Our end-of-period loan balances declined from the prior quarter primarily due to a decrease in our warehouse lending business of $56.8 million and the payoff of lower quality credits primarily in the multi-family portfolio.  We did benefit during the quarter from an increase in commercial and industrial and owner occupied commercial real estate loans, some of which we acquired from First Associations.
 
“We took concrete steps during the quarter that we expect will positively impact future business. Our business development efforts gained momentum as we moved through the first quarter as evidenced by our loan pipeline that more than doubled to $185 million at March 31, 2013. The growth in the pipeline came from all of our various lending business units.  Over the past few months, we have added several experienced bankers that have enhanced our ability to develop additional relationships in our C&I, CRE, SBA, HOA and warehouse lending businesses.  We believe the investments we have made in talent, systems and infrastructure along with the closing of the First Associations acquisition has provided us with multiple avenues for generating profitable loan growth going forward.
 
“With the closing of the First Associations acquisition, we expect to offset pressure on our net interest margin through a decrease in interest expense due to the low cost deposits we acquired.  Following the acquisition of First Associations, our spot rate for cost of deposits declined to 37 basis points at March 31, 2013, compared with a spot rate of 51 basis points at the end of the prior quarter.  Our deposit base continues to improve as core transaction accounts now comprise 71% of the deposit base. We also have more than $240 million of CDs at a weighted average rate of 88 basis points that will mature over the rest of 2013, with much of those maturities coming in the third and fourth quarter of this year.  As we reprice these CDs and/or replace them with lower-costing deposits, we should see a continued reduction in our cost of deposits, an overall improvement of the deposit mix and enhancement of our net interest margin.
 
“Finally, we are very excited about our pending acquisition of San Diego Trust Bank.  We believe San Diego will be another strong growth market for us, and the synergies between our two banks should result in significant benefits being created for the customers, employees and shareholders of each company,” said Mr. Gardner.
 
Net Interest Income
 
Net interest income totaled $12.9 million in the first quarter of 2013, up $278,000 or 2.2% compared to the fourth quarter of 2012.  The increase in net interest income reflected higher average interest-earning assets of $99.2 million, partially offset by a decrease in net interest margin to 4.62%.  The increase in average interest-earning assets during the first quarter of 2013 was primarily from a $57.8 million increase in loans, a $27.3 million increase in cash and cash equivalents, and a $14.1 million increase in securities.  The decrease in the net interest margin of 26 basis points is primarily attributable to a decrease in yield on average interest-earning assets of 39 basis points, primarily from a decrease in loan portfolio yield and a lower mix of higher yielding loans.  Partially offsetting this decrease was lower deposit costs of 10 basis points from a decrease in costs and an improved mix of lower costing deposits.  The loan yield decline of 34 basis points primarily reflected a lower portfolio weighted average rate that decreased 14 basis points to 5.30% at March 31, 2013, and a reduction in the collection of back interest and deferred fee recognition on loan payoffs.
 
Compared to the first quarter of 2012, net interest income for the first quarter of 2013 increased $2.9 million or 28.5%.  The increase in net interest income reflected an increase in average interest-earning assets of $201.3 million or 21.6% in the current quarter to $1.1 billion and a higher net interest margin of 4.62% in the current quarter, compared with 4.31% in the first quarter of 2012.  The increase in average interest-earning assets for the period was primarily due to an increase in average loans, which were up $229.7 million primarily associated with organic loan growth, loan purchases and acquisitions.  The increase in the current quarter net interest margin of 31 basis points primarily reflected a decrease in the cost of deposits of 41 basis points, partially offset by the decrease in our interest-earning asset yield of 11 basis points.
 
Provision for Loan Losses
 
We recorded a $296,000 provision for loan losses during the first quarter of 2013, compared with $606,000 provision for loan losses for the fourth quarter of 2012.  Stable credit quality metrics and the recent charge-off history within our loan portfolio were significant factors in estimating the adequacy of our allowance for loan losses.  Net loan charge-offs amounted to $296,000 in the first quarter of 2013, up $26,000 from $270,000 experienced during the fourth quarter of 2012.
 
There was no provision for loan loss recorded in the first quarter of 2012, compared to $296,000 recorded in the first quarter of 2013.  Compared to the first quarter of 2012, net loan charge-offs decreased $110,000.
 
Noninterest income
 
Noninterest income for the first quarter of 2013 amounted to $1.7 million, down $1.5 million or 46.0% compared to the fourth quarter of 2012.  The decrease was primarily attributable to the 2012 fourth quarter gain on sales of investment securities of $922,000, as there were no sales of securities in the first quarter of 2013, and net gain on the sale of our corporate offices and associated fixed assets of $597,000.  Factoring out these two items, noninterest income increased $49,000, primarily from an increase in gain from the sales of Small Business Administration (“SBA”) loans.
 
Compared to the first quarter of 2012, noninterest income increased $785,000.  The increase was primarily related to net gains of $723,000 from the sale of $5.0 million of SBA loans in the first quarter of 2013, compared with no sales in the year-ago quarter, and higher loan servicing fees of $149,000, partially offset by lower deposit fees of $61,000.
 
Noninterest Expense
 
Noninterest expense totaled $11.2 million for the first quarter of 2013, up $2.2 million or 24.5%, compared to the fourth quarter of 2012.  The increase primarily related to one-time costs associated with the First Associations acquisition of $1.7 million and included higher:
 
●  
Compensation and benefits costs of $650,000 primarily from increased health care expense, employee count as we added employees in lending and credit areas to increase our production of commercial and industrial (“C&I”) loans, commercial real estate (“CRE”) loans, SBA loans, homeowner association (“HOA”) loans, warehouse facilities and a construction loan manager to oversee the origination of construction loans and employer payroll taxes;
●  
Premises and occupancy costs of $145,000 primarily related to rental expense of our new corporate headquarters needed for business expansion; and
●  
Other expense of $215,000 primarily due to a higher provision for off-balance sheet commitment expenses of $96,000 and HOA management company fees of $65,000.
 
Partially offsetting these increased expenses was lower other real estate owned (“OREO”) operations expense of $635,000.  Additionally, included in legal, audit and professional expense were legal fees of $337,000 related to our pending acquisition of with San Diego Trust Bank.
 
Compared to the first quarter of 2012, noninterest expense increased $4.5 million or 68.3%. The increase primarily related to one-time costs associated with the First Associations acquisition of $1.7 million, as well as higher compensation and benefits costs of $1.6 million, premises and occupancy costs of $415,000, other expense of $393,000 and data processing and communications costs of $268,000, all of which primarily related to acquisition and business expansion initiatives over the past year.
 
Assets and Liabilities
 
At March 31, 2013, assets totaled $1.4 billion, up $421.5 million or 42.8% from March 31, 2012 and up $232.9 million or 19.8% from December 31, 2012.  The increase since year-end 2012 was primarily related to the First Associations acquisition, partially offset by the payoff of $87.0 million of Federal Home Loan Bank (“FHLB”) borrowings and a decrease in loans held for investment of $66.8 million, excluding the loans acquired from First Associations.  The increase from March 31, 2012 was predominately related to two acquisitions:  the First Associations acquisition in March of 2012, which included at the acquisition date $222.4 million in securities, $124.7 million in cash, $26.4 million in loans, $11.9 million in goodwill and $8.7 million in other types of assets, and the acquisition of Palm Desert National Bank (“Palm Desert National”) from the Federal Deposit Insurance Corporation (“FDIC”), as receiver, in April of 2012, which included at the acquisition date $63.8 million in loans, $39.5 million in cash, $11.5 million in OREO and $6.1 million in other types of assets.
 
Investment securities available for sale totaled $301.2 million at March 31, 2013, up $150.4 million or 99.8% from March 31, 2012 and up $217.1 million or 258.2% from December 31, 2012.  The increase over both period ends was primarily due to the First Associations acquisition, which added $222.4 million in investment securities available for sale at the acquisition date.  During the first quarter of 2013, principal payments of $5.8 million partially offset the securities acquired from First Associations.
 
Net loans held for investment totaled $933.8 million at March 31, 2013, an increase of $246.8 million or 35.9% from March 31, 2012 and a decrease of $40.4 million or 4.1% from December 31, 2012.  The decrease in loans from the end of the prior quarter was primarily related to a decline in loan balances of our warehouse facilities of $56.8 million, multi-family loans of $17.3 million, including sub-performing credits totaling $14.9 million, and one-to-four residential loans of $10.4 million, partially offset by increases in C&I loans of $25.2 million and owner occupied CRE loans of $15.6 million.
 
During the first quarter of 2013, commitments on our warehouse repurchase facility credits increased $42.7 million to total $313.9 million with our end of period utilization rates for these loans dropping from 73.4% at December 31, 2012 to 44.3% at March 31, 2013.  Although our end of period balances for warehouse facilities decreased, our average daily outstanding balance increased $12.5 million to $145.3 million when comparing the first quarter of 2013 with the fourth quarter of 2012.  The first quarter of 2013 included loan originations of $89.8 million, partially offset by an increase in undisbursed loan funds of $107.0 million, loan repayments of $45.2 million, and loan sales of $5.0 million.  At March 31, 2013, the loan to deposit ratio was 79.7%, down from 82.1% at March 31, 2012 and 109.0% at December 31, 2012.
 
Deposits totaled $1.2 billion at March 31, 2013, up $339.0 million or 40.0% from March 31, 2012 and up $281.0 million or 31.1% from December 31, 2012.  The increase over both prior periods was predominately related to the First Associations acquisition, which added deposits of $356.8 million at a cost of 21 basis points at the closing of the acquisition, partially offset by First Associations deposits held by the Bank prior to acquisition of $78.5 million.  Additionally, the increase from March 31, 2013 from March 31, 2012 included deposits of $80.9 million at the closing of the Palm Desert National acquisition, excluding the runoff of $34.1 million in wholesale certificates shortly after closing.
 
The increase in deposits during the first quarter of 2013 included interest-bearing transaction accounts of $189.9 million and noninterest-bearing accounts of $102.9 million, partially offset by a decrease in retail certificates of deposit of $16.2 million.  At March 31, 2013, we had $4.4 million in CDARS deposits assumed in the First Associations acquisition.  The total end of period cost of deposits at March 31, 2013 decreased to 0.37%, from 0.75% at March 31, 2012 and from 0.51% at December 31, 2012.  At March 31, 2013, we had certificates of deposit maturing in the second quarter of $37.2 million at a weighted average rate of 0.72%, in the third quarter of $82.6 million at a weighted average rate of 0.95% and in the fourth quarter of $122.8 million at a weighted average rate of 0.89%.
 
At March 31, 2013, total borrowings amounted to $54.5 million, up $15.7 million or 40.4% from March 31, 2012.  During the first quarter of 2013, total borrowings decreased $71.3 million or 56.7%, primarily related to the reduction of FHLB overnight advances taken out primarily to fund loans, partially offset by $15.7 million in repurchase agreement debt assumed in the acquisition of First Associations.  This repurchase agreement debt was offered as a service to certain former First Associations depositors that adds protection for deposit amounts above FDIC insurance levels.  Total borrowings at March 31, 2013 represented 3.9% of total assets and had an end of period weighted average cost of 2.29%, compared with 3.9% of total assets and at a weighted average cost of 3.28% at March 31, 2012 and 10.7% of total assets at a weighted average cost of 1.19% at December 31, 2012.
 
Asset Quality
 
At March 31, 2013, nonperforming assets totaled $4.7 million or 0.33% of total assets, down from $5.5 million or 0.55% of total assets at March 31, 2012, but up from $4.5 million or 0.38% of total assets at December 31, 2012.  During the first quarter of 2013, nonperforming loans increased $896,000 to total $3.1 million and OREO decreased $697,000 to total $1.6 million.
 
Our allowance for loan losses at March 31, 2013 was $8.0 million, down from $8.1 million at March 31, 2012 and equal to the allowance for loan losses at December 31, 2012.  The allowance for loan losses as a percent of nonaccrual loans was 257.7% at March 31, 2013, up from 219.6% at March 31, 2012, but down from 362.4% at December 31, 2012.  At March 31, 2013, the ratio of allowance for loan losses to total gross loans was 0.85%, down from 1.17% at March 31, 2012, but up from 0.81% at December 31, 2012.
 
Capital Ratios
 
On January 9, 2013, the Company issued 495,000 new shares of its common stock at a public offering price of $10.00 per share in connection with the exercise of the over-allotment option granted to the underwriters as part of an underwritten public offering that was completed on December 11, 2012. The net proceeds from the exercise of the over-allotment option, after deducting underwriting discounts and commissions, was $4.7 million.  During March of 2013, the Company injected $8.7 million of the proceeds from the offering into the Bank, which enhanced the Bank’s regulatory capital ratios.
 
At March 31, 2013, our ratio of tangible common equity to total assets was 10.16%, with a tangible book value of $9.15 per share, basic book value per share of $10.21 and diluted book value per share of $10.13.
 
At March 31, 2013, the Bank exceeded all regulatory capital requirements with a ratio for tier 1 leverage capital of 12.55%, tier 1 risked-based capital of 14.43% and total risk-based capital of 15.23%.  These capital ratios exceeded the “well capitalized” standards defined by the federal banking regulators of 5.00% for tier 1 leverage capital, 6.00% for tier 1 risked-based capital and 10.00%, for total risk-based capital.  At March 31, 2013, the Company had a ratio for tier 1 leverage capital of 12.84%, tier 1 risked-based capital of 14.61% and total risk-based capital of 15.40%.
 
 
Conference Call and Webcast
 
The Company will host a conference call at 8:00 a.m. PT / 11:00 a.m. ET on April 24, 2013 to discuss its financial results.  Analysts and investors may participate in the question-and-answer session.  The conference call will be webcast live on the Investor Relations section of the Company’s website www.ppbi.com and an archived version of the webcast will be available in the same location shortly after the live call has ended.  The conference call can be accessed by telephone at (877) 941-6009, conference ID 4613380.  Additionally a telephone replay will be made available through April 30, 2013 at (800) 406-7325, conference ID 4613380.
 
The Company owns all of the capital stock of the Bank.  The Bank provides business and consumer banking products to customers through its ten full-service depository branches in Southern California located in the cities of Huntington Beach, Irvine, Los Alamitos, Newport Beach, Palm Desert, Palm Springs, San Bernardino and Seal Beach.
 
 
FORWARD-LOOKING COMMENTS
 
The statements contained herein that are not historical facts are forward-looking statements based on management's current expectations and beliefs concerning future developments and their potential effects on the Company. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond the control of the Company. There can be no assurance that future developments affecting the Company will be the same as those anticipated by management. The Company 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. These risks and uncertainties include, but are not limited to, the following: the strength of the United States economy in general and the strength of the local economies in which we conduct operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; inflation, interest rate, market and monetary fluctuations; the timely development of competitive new products and services and the acceptance of these products and services by new and existing customers; the willingness of users to substitute competitors’ products and services for the Company’s products and services; the impact of changes in financial services policies, laws and regulations (including the Dodd-Frank Wall Street Reform and Consumer Protection Act) and of governmental efforts to restructure the U.S. financial regulatory system; technological changes; the effect of acquisitions that the Company may make, if any, including, without limitation, the failure to achieve the expected revenue growth and/or expense savings from its acquisitions; changes in the level of the Company’s nonperforming assets and charge-offs; oversupply of inventory and continued deterioration in values of California real estate, both residential and commercial; the effect of changes in accounting policies and practices, as may be adopted from time-to-time by bank regulatory agencies, the Securities and Exchange Commission (“SEC”), the Public Company Accounting Oversight Board, the Financial Accounting Standards Board or other accounting standards setters; possible other-than-temporary impairment of securities held by us; changes in consumer spending, borrowing and savings habits; the effects of the Company’s lack of a diversified loan portfolio, including the risks of geographic and industry concentrations; ability to attract deposits and other sources of liquidity; changes in the financial performance and/or condition of our borrowers; changes in the competitive environment among financial and bank holding companies and other financial service providers; unanticipated regulatory or judicial proceedings; and the Company’s ability to manage the risks involved in the foregoing.  Additional factors that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in the 2012 Annual Report on Form 10-K, as amended, of Pacific Premier Bancorp, Inc. filed with the SEC and available at the SEC’s Internet site (http://www.sec.gov).
 
The Company specifically disclaims any obligation to update any factors or to publicly announce the result of revisions to any of the forward-looking statements included herein to reflect future events or developments.
 
 
 
Notice to San Diego Bank &Trust (“SDTB”) Shareholders
 
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. In connection with the proposed acquisition transaction, the Company filed a registration statement on Form S-4 (the "Registration Statement") with the SEC, which contains a proxy statement of SDTB and a prospectus of the Company (collectively, the "proxy statement/prospectus"). A definitive proxy statement/prospectus will be distributed to the shareholders of SDTB in connection with their vote on the proposed acquisition of SDTB after the Registration Statement is declared by the SEC to be effective. As of the date of this press release, the Registration Statement has not been declared effective by the SEC.
 
 
SHAREHOLDERS OF SDTB ARE ENCOURAGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ALL OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED ACQUISITION. The definitive proxy statement/prospectus will be mailed to shareholders of SDTB. Investors and security holders will be able to obtain the definitive proxy statement/prospectus and the other documents free of charge at the SEC's website, www.sec.gov. In addition, documents filed with the SEC by the Company will be available free of charge by (1) accessing the Company's website at www.ppbi.com under the "Investor Relations" link and then under the heading "SEC Filings," (2) writing the Company at 17901 Von Karman Ave., Suite 1200, Irvine, California 92614, Attention: Investor Relations or (3) writing San Diego Trust Bank at 2550 Fifth Avenue, Suite 1010, San Diego, CA 92103, Attention: Corporate Secretary.
 
 
The directors, executive officers and certain other members of management and employees of the Company may be deemed to be participants in the solicitation of proxies in favor of the proposed acquisition from the shareholders of SDTB. Information about the directors and executive officers of the Company is included in the proxy statement for its 2013 annual meeting of Pacific Premier shareholders, which was filed with the SEC on April 16, 2013. The directors, executive officers and certain other members of management and employees of SDTB may also be deemed to be participants in the solicitation of proxies in favor of the proposed acquisition from the shareholders of SDTB. Information about the directors and executive officers of SDTB will be included in the definitive proxy statement/prospectus for the proposed acquisition of SDTB.  Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the definitive proxy statement/prospectus regarding the proposed acquisition when it becomes available. You may obtain free copies of this document as described in the preceding paragraph.
 
 
 
Contact:
 
Pacific Premier Bancorp, Inc.
 
Steven R. Gardner
President/CEO
949.864.8000
 
Kent J. Smith
Executive Vice President/CFO
949.864.8000
 
 

PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
  
(dollars in thousands, except share data)
  
                   
ASSETS
  
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
   
(Unaudited)
    
(Audited)
    
(Unaudited)
  
Cash and due from banks
   $ 99,431     $ 59,325     $ 93,622  
Federal funds sold
     27       27       27  
Cash and cash equivalents
     99,458       59,352       93,649  
Investment securities available for sale
     301,160       84,066       150,739  
FHLB stock/Federal Reserve Bank stock, at cost
     10,974       11,247       11,975  
Loans held for sale, net
     3,643       3,681       62  
Loans held for investment
     941,828       982,207       695,195  
Allowance for loan losses
     (7,994 )     (7,994 )     (8,116 )
Loans held for investment, net
     933,834       974,213       687,079  
Accrued interest receivable
     4,898       4,126       3,632  
Other real estate owned
     1,561       2,258       1,768  
Premises and equipment
     8,862       8,575       9,550  
Deferred income taxes
     2,646       6,887       8,654  
Bank owned life insurance
     17,701       13,485       13,096  
Intangible assets
     4,463       2,626       2,013  
Goodwill
     11,854       -       -  
Other assets
     5,601       3,276       2,954  
TOTAL ASSETS
   $ 1,406,655     $ 1,173,792     $ 985,171  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                        
LIABILITIES:
                        
Deposit accounts:
                        
Noninterest bearing
   $ 316,536     $ 213,636     $ 125,448  
Interest bearing:
                        
Transaction accounts
     519,828       329,925       311,152  
Retail certificates of deposit
     344,968       361,207       410,117  
Wholesale certificates of deposit
     4,387       -       -  
Total deposits
     1,185,719       904,768       846,717  
FHLB advances and other borrowings
     44,191       115,500       28,500  
Subordinated debentures
     10,310       10,310       10,310  
Accrued expenses and other liabilities
     8,846       8,697       10,165  
TOTAL LIABILITIES
     1,249,066       1,039,275       895,692  
STOCKHOLDERS’ EQUITY:
                        
Common stock, $.01 par value; 25,000,000 shares authorized; 15,437,531 shares at March 31, 2013, 13,661,648 shares at December 31, 2012, and 10,329,934 shares at March 31, 2012 issued and outstanding
     154       137       103  
Additional paid-in capital
     128,075       107,453       76,239  
Retained earnings
     27,794       25,822       12,738  
Accumulated other comprehensive income, net of tax of $1,095 at March 31, 2013, $772 at December 31, 2012, and $278 at March 31, 2012
     1,566       1,105       399  
TOTAL STOCKHOLDERS’ EQUITY
     157,589       134,517       89,479  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
   $ 1,406,655     $ 1,173,792     $ 985,171  


 

PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
CONSOLIDATED STATEMENTS OF OPERATIONS
  
(dollars in thousands, except per share data)
  
(unaudited)
  
                   
   
Three Months Ended
  
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
INTEREST INCOME
                  
Loans
   $ 13,396     $ 13,477     $ 11,237  
Investment securities and other interest-earning assets
     839       682       879  
Total interest income
     14,235       14,159       12,116  
INTEREST EXPENSE
                        
Interest-bearing deposits:
                        
Interest on transaction accounts
     218       243       329  
Interest on certificates of deposit
     801       963       1,427  
Total interest-bearing deposits
     1,019       1,206       1,756  
FHLB advances and other borrowings
     240       253       235  
Subordinated debentures
     77       79       84  
Total interest expense
     1,336       1,538       2,075  
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES
     12,899       12,621       10,041  
PROVISION FOR LOAN LOSSES
     296       606       -  
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
     12,603       12,015       10,041  
NONINTEREST INCOME
                        
Loan servicing fees
     326       326       177  
Deposit fees
     440       481       501  
Net gain from sales of loans
     723       659       -  
Net gain from sales of investment securities
     -       922       -  
Other-than-temporary impairment loss on investment securities, net
     (30 )     (41 )     (37 )
Other income
     265       847       298  
Total noninterest income
     1,724       3,194       939  
NONINTEREST EXPENSE
                        
Compensation and benefits
     5,097       4,447       3,520  
Premises and occupancy
     1,293       1,148       878  
Data processing and communications
     635       600       367  
Other real estate owned operations, net
     37       672       147  
FDIC insurance premiums
     140       172       133  
Legal, audit and professional expense
     595       623       486  
Marketing expense
     206       154       215  
Office and postage expense
     263       218       163  
Loan expense
     248       280       236  
Deposit expense
     95       53       64  
Merger related expense
     1,745       -       -  
Other expense
     825       610       432  
Total noninterest expense
     11,179       8,977       6,641  
NET INCOME BEFORE INCOME TAXES
     3,148       6,232       4,339  
INCOME TAX
     1,176       2,421       1,647  
NET INCOME
   $ 1,972     $ 3,811     $ 2,692  
                         
EARNINGS PER SHARE
                        
Basic
   $ 0.14     $ 0.33     $ 0.26  
Diluted
   $ 0.13     $ 0.32     $ 0.25  
                         
WEIGHTED AVERAGE SHARES OUTSTANDING
                        
Basic
     14,355,407       11,282,433       10,335,935  
Diluted
     15,117,216       11,801,197       10,626,174  
 
 
 
 
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
STATISTICAL INFORMATION
  
(dollars in thousands)
  
                   
   
For the Three Months Ended
  
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
                   
Profitability and Productivity
                  
Net interest margin
     4.62 %     4.88 %     4.31 %
Noninterest expense to average total assets
     3.81       3.33       2.73  
Efficiency ratio (1)
     67.60       58.35       59.14  
Return on average assets
     0.67       1.42       1.11  
Return on average equity
     5.63       14.07       12.24  
                         
Asset and liability activity
                        
Loans originated and purchased
   $ 116,258     $ 161,110     $ 33,305  
Repayments
     (45,244 )     (49,797 )     (35,219 )
Loans sold
     (5,048 )     (13,827 )     -  
Increase (decrease) in loans, net
     (40,417 )     121,451       (42,926 )
Increase in assets
     232,863       84,456       24,043  
Increase in deposits
     280,951       8,898       17,840  
Increase (decrease) in borrowings
     (71,309 )     40,000       -  
                         
(1) Represent the ratio of noninterest expense less OREO operations and merger related expense to the sum of net interest income before provision for loan losses and total noninterest income less gains/(loss) on sale of securities, and gain on FDIC transactions.
  

 
 
   
Average Balance Sheet
  
   
Three Months Ended
    
Three Months Ended
    
Three Months Ended
  
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
   
Average
          
Average
    
Average
          
Average
    
Average
          
Average
  
   
Balance
    
Interest
    
Yield/Cost
    
Balance
    
Interest
    
Yield/Cost
    
Balance
    
Interest
    
Yield/Cost
  
Assets
  
(dollars in thousands)
  
Interest-earning assets:
                                                      
Cash and cash equivalents
   $ 69,143     $ 37       0.22 %   $ 41,867     $ 14       0.13 %   $ 96,177     $ 50       0.21 %
Federal funds sold
     27       -       0.00 %     27       -       0.00 %     28       -       0.00 %
Investment securities
     134,895       802       2.38 %     120,787       668       2.21 %     136,216       829       2.43 %
Loans receivable, net (1)
     928,577       13,396       5.85 %     870,782       13,477       6.19 %     698,923       11,237       6.43 %
Total interest-earning assets
     1,132,642       14,235       5.09 %     1,033,463       14,159       5.48 %     931,344       12,116       5.20 %
Noninterest-earning assets
     39,493                       43,352                       40,861                  
Total assets
   $ 1,172,135                     $ 1,076,815                     $ 972,205                  
Liabilities and Equity
                                                                        
Deposit accounts:
                                                                        
Noninterest-bearing
   $ 237,170     $ -       0.00 %   $ 217,436     $ -       0.00 %   $ 118,545     $ -       0.00 %
Interest-bearing:
                                                                        
Transaction accounts
     379,638       218       0.23 %     305,364       243       0.32 %     295,415       329       0.45 %
Retail certificates of deposit
     349,471       800       0.93 %     378,068       963       1.01 %     423,635       1,427       1.35 %
Wholesale certificates of deposit
     833       1       0.49 %     -       -       0.00 %     -       -       0.00 %
Total deposits
     967,112       1,019       0.43 %     900,868       1,206       0.53 %     837,595       1,756       0.84 %
FHLB advances and other borrowings
     44,769       240       2.17 %     50,576       253       1.99 %     28,566       235       3.32 %
Subordinated debentures
     10,310       77       3.03 %     10,310       79       3.05 %     10,310       84       3.29 %
Total borrowings
     55,079       317       2.33 %     60,886       332       2.17 %     38,876       319       3.31 %
Total deposits and borrowings
     1,022,191       1,336       0.53 %     961,754       1,538       0.64 %     876,471       2,075       0.95 %
Other liabilities
     9,727                       6,725                       7,752                  
Total liabilities
     1,031,918                       968,479                       884,223                  
Stockholders' equity
     140,217                       108,336                       87,982                  
Total liabilities and equity
   $ 1,172,135                     $ 1,076,815                     $ 972,205                  
Net interest income
           $ 12,899                     $ 12,621                     $ 10,041          
Net interest rate spread (2)
                     4.56 %                     4.84 %                     4.25 %
Net interest margin (3)
                     4.62 %                     4.88 %                     4.31 %
Ratio of interest-earning assets to deposits and borrowings
       110.81 %                     107.46 %                     106.26 %

(1)  
Average balance includes loans held for sale and nonperforming loans and is net of deferred loan origination fees, unamortized discounts and premiums, and allowance for loan losses.
(2)  
Represents the difference between the yield on interest-earning assets and the cost of interest-bearing liabilities.
(3)  
Represents net interest income divided by average interest-earning assets.


 
 
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
STATISTICAL INFORMATION
  
                   
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
Pacific Premier Bank Capital Ratios
                  
Tier 1 leverage ratio
     12.55 %     12.07 %     9.49 %
Tier 1 risk-based capital ratio
     14.43 %     12.99 %     12.54 %
Total risk-based capital ratio
     15.23 %     13.79 %     13.65 %
                         
Pacific Premier Bancorp, Inc. Capital Ratios
                        
Tier 1 leverage ratio
     12.84 %     12.71 %     9.54 %
Tier 1 risk-based capital ratio
     14.61 %     13.61 %     12.53 %
Total risk-based capital ratio
     15.40 %     14.43 %     13.65 %
Tangible common equity ratio (1)
     10.16 %     11.26 %     8.90 %
                         
Share Data
                        
Book value per share (Basic)
   $ 10.21     $ 9.85     $ 8.66  
Book value per share (Diluted)
     10.13       9.75       8.59  
Tangible book value per share (1)
     9.15       9.65       8.47  
Closing stock price
     13.15       10.24       8.00  
 
(1) Tangible common equity to tangible assets (the "tangible common equity ratio") and tangible book value per share are non-GAAP financial measures derived from GAAP-based amounts.  We calculate the tangible common equity ratio by excluding the balance of intangible assets from common shareholders' equity and dividing by tangible assets. We calculate tangible book value per share by dividing tangible common equity by common shares outstanding, as compared to book value per basic share, which we calculate by dividing common shareholders' equity by basic shares outstanding.  We believe that this information is consistent with the treatment by bank regulatory agencies, which exclude intangible assets from the calculation of risk- based capital ratios.  Accordingly, we believe that these non-GAAP financial measures provide information that is important to investors and that is useful in understanding our capital position and ratios.  However, these non-GAAP financial measures are supplemental and are not a substitute for an analysis based on GAAP measures. As other companies may use different calculations for these measures, this presentation may not be comparable to other similarly titled measures reported by other companies. A reconciliation of the non-GAAP measures of tangible common equity and tangible book value per share to the GAAP measures of common stockholder’s equity and book value per share is set forth below.
 
GAAP Reconciliation
 
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
STATISTICAL INFORMATION
  
(dollars in thousands, except per share data)
  
                   
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
                   
Total shareholders' equity
   $ 157,589     $ 134,517     $ 89,479  
Less: Intangible assets
     (16,317 )     (2,626 )     (2,013 )
Tangible common equity
   $ 141,272     $ 131,891     $ 87,466  
                         
Book value per share (Basic)
   $ 10.21     $ 9.85     $ 8.66  
Less: Intangible book value per share
     (1.06 )     (0.20 )     (0.19 )
Tangible book value per share
   $ 9.15     $ 9.65     $ 8.47  
                         
Total assets
   $ 1,406,655     $ 1,173,792     $ 985,171  
Less: Intangible assets
     (16,317 )     (2,626 )     (2,013 )
Tangible assets
   $ 1,390,338     $ 1,171,166     $ 983,158  
                         
Tangible common equity ratio
     10.16 %     11.26 %     8.90 %
                         


 
PACIFIC PREMIER BANCORP, INC. AND SUBSIDIARIES
  
STATISTICAL INFORMATION
  
(dollars in thousands)
  
                   
   
March 31, 2013
    
December 31, 2012
    
March 31, 2012
  
Loan Portfolio
                  
Business loans:
                  
Commercial and industrial
   $ 140,592     $ 115,354     $ 83,947  
Commercial owner occupied (1)
     166,571       150,934       146,904  
SBA
     5,116       6,882       3,948  
Warehouse facilities
     138,935       195,761       44,246  
Real estate loans:
                        
Commercial non-owner occupied
     256,015       253,409       168,672  
Multi-family
     139,100       156,424       185,367  
One-to-four family (2)
     87,109       97,463       52,280  
Land
     7,863       8,774       7,246  
Other loans
     4,690       1,193       3,139  
Total gross loans (3)
     945,991       986,194       695,749  
 Less loans held for sale, net
     (3,643 )     (3,681 )     (62 )
Total gross loans held for investment
     942,348       982,513       695,687  
 Less:
                        
 Deferred loan origination costs/(fees) and premiums/(discounts)
     (520 )     (306 )     (492 )
 Allowance for loan losses
     (7,994 )     (7,994 )     (8,116 )
 Loans held for investment, net
   $ 933,834     $ 974,213     $ 687,079  
                         
Asset Quality
                        
Nonaccrual loans
   $ 3,102     $ 2,206     $ 3,696  
Other real estate owned
     1,561       2,258       1,768  
Nonperforming assets
     4,663       4,464       5,464  
Allowance for loan losses
     7,994       7,994       8,116  
Allowance for loan losses as a percent of total nonperforming loans
     257.70 %     362.38 %     219.59 %
Nonperforming loans as a percent of gross loans
     0.33       0.22       0.53  
Nonperforming assets as a percent of total assets
     0.33       0.38       0.55  
Net loan charge-offs for the quarter ended
   $ 296     $ 270     $ 406  
Net loan charge-offs for quarter to average total loans, net
     0.13 %     0.12 %     0.23 %
Allowance for loan losses to gross loans
     0.85       0.81       1.17  
                         
Delinquent Loans:
                        
30 - 59 days
   $ 58     $ 106     $ 11  
60 - 89 days
     1,077       303       697  
90+ days (4)
     1,881       482       1,864  
Total delinquency
   $ 3,016     $ 891     $ 2,572  
Delinquency as a % of total gross loans
     0.32 %     0.09 %     0.37 %
                         
(1) Majority secured by real estate.
                        
(2) Includes second trust deeds.
                        
(3) Total gross loans for March 31, 2013 is net of the mark-to-market discounts on Canyon National loans of $2.7 million, on Palm Desert National loans of $4.7 million, and on First Associations loans of $157,000.
  
(4) All 90 day or greater delinquencies are on nonaccrual status and reported as part of nonperforming assets.