Back to GetFilings.com



 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
 
x
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2002
 
OR
 
¨
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                                                                                to                                                                               
 
Commission file number 0-11337
 
FOOTHILL INDEPENDENT BANCORP
(Exact name of Registrant as specified in its charter)
 
DELAWARE
     
95-3815805
(State or other jurisdiction
of incorporation or organization)
     
(I.R.S. Employer Identification
Number)
        
510 SOUTH GRAND AVENUE, GLENDORA, CALIFORNIA
     
91741
(Address of principal executive offices)
     
(Zip Code)
 
(626) 963-8551     or     (909) 599-9351
(Registrant’s telephone number, including area code)
 
                Not Applicable                
(Former name, former address and former fiscal
year, if changed, since last year)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. YES X . NO      .
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
 
5,527,419 shares of Common Stock
as of August 5, 2002
 

 
PART I — FINANCIAL INFORMATION
 
ITEM 1.    FINANCIAL STATEMENTS
 
FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)
 
    
June 30, 2002
     
December 31, 2001
  
ASSETS
                  
Cash and due from banks
   
$
34,791
 
   
$
21,772
 
Federal funds sold
   
 
19,000
 
   
 
8,475
 
    
  
Total Cash and Cash Equivalents
   
 
53,791
 
   
 
30,247
 
    
  
Interest-bearing deposits in other financial institutions
   
 
7,128
 
   
 
13,258
 
    
  
Investment Securities Held-to-Maturity (approximate market value of $9,714 in 2002 and $13,199 in 2001)
                  
U.S. Treasury
   
 
349
 
   
 
349
 
U.S. Government Agencies
   
 
1,941
 
   
 
5,542
 
Municipal Agencies
   
 
4,853
 
   
 
4,853
 
Other Securities
   
 
2,311
 
   
 
2,311
 
    
  
Total Investment Securities Held-To-Maturity
   
 
9,454
 
   
 
13,055
 
    
  
Investment Securities Available-For-Sale
   
 
58,408
 
   
 
66,688
 
    
  
Loans, net of unearned discount and prepaid points and fees
   
 
426,280
 
   
 
407,078
 
Direct lease financing
   
 
1,142
 
   
 
1,328
 
Less reserve for possible loan and lease losses
   
 
(4,436
)
   
 
(4,206
)
    
  
Total Loans & Leases, net
   
 
422,986
 
   
 
404,200
 
    
  
Bank premises and equipment
   
 
5,869
 
   
 
6,322
 
Accrued interest
   
 
2,269
 
   
 
2,912
 
Other real estate owned, net of allowance for possible losses of $0 in 2002 and $125 in 2001
   
 
387
 
   
 
2,182
 
Cash surrender value of life insurance
   
 
6,483
 
   
 
6,167
 
Prepaid expenses
   
 
819
 
   
 
1,433
 
Deferred tax asset
   
 
1,887
 
   
 
1,975
 
Federal Home Loan Bank stock, at cost
   
 
345
 
   
 
950
 
Federal Reserve Bank stock, at cost
   
 
229
 
   
 
229
 
Other assets
   
 
473
 
   
 
523
 
    
  
TOTAL ASSETS
   
$
570,528
 
   
$
550,141
 
    
  
LIABILITIES AND STOCKHOLDERS’ EQUITY
                  
Deposits
                  
Demand deposits
   
$
183,102
 
   
$
161,837
 
Savings and NOW deposits
   
 
127,198
 
   
 
117,100
 
Money market deposits
   
 
113,930
 
   
 
100,482
 
Time deposits in denominations of $100,000 or more
   
 
33,476
 
   
 
36,749
 
Other time deposits
   
 
53,851
 
   
 
59,222
 
    
  
Total deposits
   
 
511,557
 
   
 
475,390
 
    
  
Accrued employee benefits
   
 
2,587
 
   
 
2,516
 
Accrued interest and other liabilities
   
 
1,648
 
   
 
1,291
 
Short-term debt
   
 
—  
 
   
 
19,092
 
    
  
Total Liabilities
   
 
515,792
 
   
 
498,289
 
    
  
Stockholders’ Equity
                  
Contributed capital
                  
Capital stock —   authorized: 25,000,000 shares $.001 par value; issued and outstanding 5,527,419 shares at June 30, 2002 and 5,514,363 at December 31, 2001
   
 
6
 
   
 
6
 
Additional Paid-in Capital
   
 
43,044
 
   
 
42,892
 
Retained Earnings
   
 
11,592
 
   
 
8,877
 
Accumulated Other Comprehensive Income
   
 
94
 
   
 
77
 
    
  
Total Stockholders’ Equity
   
 
54,736
 
   
 
51,852
 
    
  
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
   
$
570,528
 
   
$
550,141
 
    
  
 
See accompanying notes to financial statements.

2

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands)
 
    
Six Months Ended
June 30,
     
Three Months Ended
June 30,
    
2002
   
2001
     
2002
   
2001
INTEREST INCOME
                              
Interest and fees on loans
   
$
15,513
   
$
16,023
     
$
7,901
   
$
7,796
Interest on investment securities
                              
U.S. Treasury
   
 
8
   
 
20
     
 
4
   
 
7
Obligations of other U.S. government agencies
   
 
1,215
   
 
1,088
     
 
526
   
 
487
Municipal agencies
   
 
209
   
 
130
     
 
105
   
 
61
Other securities
   
 
197
   
 
486
     
 
123
   
 
203
Interest on deposits
   
 
100
   
 
266
     
 
42
   
 
141
Interest on Federal funds sold
   
 
158
   
 
485
     
 
93
   
 
240
Lease financing income
   
 
36
   
 
23
     
 
20
   
 
11
    
  
    
  
Total Interest Income
   
 
17,436
   
 
18,521
     
 
8,814
   
 
8,946
    
  
    
  
INTEREST EXPENSE
                              
Interest on savings & NOW deposits
   
 
374
   
 
724
     
 
191
   
 
320
Interest on money market deposits
   
 
988
   
 
1,378
     
 
512
   
 
667
Interest on time deposits in denominations of $100,000 or more
   
 
479
   
 
1,402
     
 
209
   
 
572
Interest on other time deposits
   
 
772
   
 
1,797
     
 
342
   
 
813
Interest on borrowings
   
 
25
   
 
—  
     
 
—  
   
 
—  
    
  
    
  
Total Interest Expense
   
 
2,638
   
 
5,301
     
 
1,254
   
 
2,372
    
  
    
  
Net Interest Income
   
 
14,798
   
 
13,220
     
 
7,560
   
 
6,574
Provision for Loan and Lease Losses
   
 
250
   
 
225
     
 
150
   
 
100
    
  
    
  
Net Interest Income After Provisions for Loan and Lease Losses
   
 
14,548
   
 
12,995
     
 
7,410
   
 
6,474
    
  
    
  
OTHER INCOME
                              
Fees and service charges
   
 
2,690
   
 
2,576
     
 
1,444
   
 
1,336
Gain on sale SBA loans
   
 
1
   
 
2
     
 
—  
   
 
1
Other
   
 
313
   
 
87
     
 
214
   
 
10
    
  
    
  
Total other income
   
 
3,004
   
 
2,665
     
 
1,658
   
 
1,347
    
  
    
  
OTHER EXPENSES
                              
Salaries and benefits
   
 
5,652
   
 
4,809
     
 
2,880
   
 
2,387
Occupancy expenses, net of revenue of $79 in 2002 and $102 in 2001
   
 
1,239
   
 
1,225
     
 
621
   
 
629
Furniture and equipment expenses
   
 
807
   
 
773
     
 
416
   
 
375
Other expenses (Note 2)
   
 
3,777
   
 
3,638
     
 
2,031
   
 
1,837
    
  
    
  
Total Other Expenses
   
 
11,475
   
 
10,445
     
 
5,948
   
 
5,228
    
  
    
  
INCOME BEFORE INCOME TAXES
   
 
6,077
   
 
5,215
     
 
3,120
   
 
2,593
    
  
    
  
Provision for Income Taxes
   
 
2,202
   
 
1,909
     
 
1,127
   
 
945
    
  
    
  
NET INCOME
   
$
3,875
   
$
3,306
     
$
1,993
   
$
1,648
    
  
    
  
EARNINGS PER SHARE OF COMMON STOCK (Note 3)
                              
Basic
   
$
0.70
   
$
0.60
     
$
0.36
   
$
0.30
    
  
    
  
Diluted
   
$
0.66
   
$
0.57
     
$
0.34
   
$
0.28
    
  
    
  
 
See accompanying notes to financial statements
 

3

 
FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)
 
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
 
   
Number of
Shares
Outstanding
    
Capital
Stock
  
Additional
Paid-in
Capital
   
Comprehensive
Income
  
Retained
Earnings
     
Accumulated
Other
Comprehensive
Income
    
Total
  
BALANCE, January 1, 2001
  
5,243,863
 
  
$
5
  
$
37,754
         
$
10,746
 
   
$
(242
)
  
$
48,263
 
7% Stock Dividend
  
361,421
 
  
 
1
  
 
4,626
         
 
(4,627
)
                 
Cash dividend
                           
 
(1,083
)
           
 
(1,083
)
Exercise of stock options
  
35,277
 
  
 
—  
  
 
33
                          
 
33
 
Common stock issued under employee benefit and
dividend reinvestment plans
  
10,576
 
  
 
—  
  
 
134
                          
 
134
 
Common stock repurchased, cancelled and retired
  
(151,468
)
  
 
—  
  
 
—  
         
 
(1,908
)
           
 
(1,908
)
COMPREHENSIVE INCOME
                                                  
Net Income
                     
 
3,306
  
 
3,306
 
           
 
3,306
 
Unrealized security holding losses (net of taxes $118)
                     
 
173
           
 
173
 
  
 
173
 
                      
                        
                                                   
Total Comprehensive Income
                     
$
3,479
                         
   
 
 
  
 
  
 
                                                   
BALANCE, June 30, 2001
  
5,499,669
 
  
$
6
  
$
42,547
         
$
6,434
 
   
$
(69
)
  
$
48,918
 
   
 
 
        
  
 
                                                   
BALANCE, January 1, 2002
  
5,514,363
 
  
 
6
  
 
42,892
         
 
8,877
 
   
 
77
 
  
 
51,852
 
Cash Dividend
                           
 
(1,160
)
           
 
(1,160
)
Exercise of stock options
  
5,808
 
  
 
—  
  
 
54
                          
 
54
 
Common stock issued under employee benefit and
dividend reinvestment plans
  
7,248
 
  
 
—  
  
 
98
                          
 
98
 
COMPREHENSIVE INCOME
                                                  
Net Income
                     
 
3,875
  
 
3,875
 
           
 
3,875
 
Unrealized security holding gains (net of taxes $29)
                     
 
17
           
 
17
 
  
 
17
 
                      
                        
                                                   
Total Comprehensive Income
                     
$
3,892
                         
   
 
 
  
 
  
 
                                                   
BALANCE, June 30, 2002
  
5,527,419
 
  
$
6
  
$
43,044
         
$
11,592
 
   
$
94
 
  
$
54,736
 
   
 
 
        
  
 
 
See accompanying notes to financial statements
 

4

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
 
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
2002
     
2001
  
Cash Flows From Operating Activities:
                  
Interest and fees received
   
$
18,065
 
   
$
19,510
 
Service fees and other income received
   
 
2,800
 
   
 
2,371
 
Financing revenue received under leases
   
 
36
 
   
 
23
 
Interest paid
   
 
(2,741
)
   
 
(5,553
)
Cash paid to suppliers and employees
   
 
(10,331
)
   
 
(7,984
)
Income taxes paid
   
 
(1,468
)
   
 
(1,784
)
    
  
Net Cash Provided (Used) by Operating Activities
   
 
6,361
 
   
 
6,583
 
    
  
Cash Flows From Investing Activities:
                  
Proceeds from maturity of investment securities (AFS)
   
 
1,515,148
 
   
 
1,775,111
 
Purchase of investment securities (AFS)
   
 
(1,506,191
)
   
 
(1,771,027
)
Proceeds from maturity of investment securities (HTM)
   
 
3,600
 
   
 
11,805
 
Purchase of investment securities (HTM)
   
 
(46
)
   
 
(2,316
)
Net (increase) decrease in deposits in other financial institutions
   
 
6,130
 
   
 
(4,234
)
Net (increase) decrease in credit card and revolving credit receivables
   
 
159
 
   
 
(179
)
Recoveries on loans previously written off
   
 
16
 
   
 
112
 
Net (increase) decrease in loans
   
 
(19,393
)
   
 
(240
)
Net (increase) decrease in leases
   
 
186
 
   
 
444
 
Proceeds from property, plant & equipment
   
 
—  
 
   
 
1,081
 
Capital expenditures
   
 
(259
)
   
 
(1,101
)
Proceeds from sale of other real estate owned
   
 
1,687-
 
   
 
—  
 
    
  
Net Cash Provided (Used) in Investing Activities
   
 
1,037
 
   
 
9,456
 
    
  
Cash Flows From Financing Activities:
                  
Net increase (decrease) in demand deposits, NOW accounts, savings
accounts, and money market deposits
   
 
44,798
 
   
 
27,417
 
Net increase (decrease) in certificates of deposit with maturities
of three months or less
   
 
(4,345
)
   
 
(5,891
)
Net increase (decrease) in certificates of deposit with maturities
of more than three months
   
 
(4,299
)
   
 
(16,652
)
Net increase (decrease) in short term borrowing
   
 
(19,000
)
   
 
—  
 
Proceeds from exercise of stock options
   
 
54
 
   
 
33
 
Proceeds from stock issued under employee benefit
and dividend reinvestment plans
   
 
98
 
   
 
134
 
Stock repurchased and retired
   
 
—  
 
   
 
(1,908
)
Dividends paid
   
 
(1,160
)
   
 
(1,083
)
    
  
Net Cash Provided by Financing Activities
   
 
16,146
 
   
 
2,050
 
    
  
Net Increase (Decrease) in Cash and Cash Equivalents
   
 
23,544
 
   
 
18,089
 
Cash and Cash Equivalents at Beginning of Year
   
 
30,247
 
   
 
38,186
 
    
  
Cash and Cash Equivalents at June 30, 2002 & 2001
   
$
53,791
 
   
$
56,275
 
    
  
 
See accompanying notes to financial statements
 

5

 
FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)
 
SIX MONTHS ENDED JUNE 30, 2002 AND 2001
 
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES
 
    
2002
     
2001
  
Net Income
   
$
3,875
 
   
$
3,306
 
    
  
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
                  
Depreciation and amortization
   
 
708
 
   
 
681
 
Provision for possible credit losses
   
 
250
 
   
 
225
 
(Gain)/loss on sale of equipment
   
 
5
 
   
 
(70
)
(Benefit) Provision for deferred taxes
   
 
88
 
   
 
(118
)
Increase/(decrease) in taxes payable
   
 
646
 
   
 
243
 
(Increase)/decrease in other assets
   
 
37
 
   
 
204
 
(Increase)/decrease in interest receivable
   
 
643
 
   
 
803
 
Increase/(decrease) in discounts and premiums
   
 
22
 
   
 
209
 
Increase/(decrease) in interest payable
   
 
(103
)
   
 
(252
)
(Increase)/decrease in prepaid expenses
   
 
614
 
   
 
1,709
 
Increase/(decrease) in accrued expenses and other liabilities
   
 
(215
)
   
 
(133
)
Gain on sale of other real estate owned
   
 
107
 
   
 
—  
 
Increase in cash surrender value of life insurance
   
 
(316
)
   
 
(224
)
    
  
Total Adjustments
   
 
2,486
 
   
 
3,277
 
    
  
Net Cash Provided (Used) by Operating Activities
   
$
6,361
 
   
$
6,583
 
    
  
 
DISCLOSURE OF ACCOUNTING POLICY
 
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks and Federal funds sold. Generally, Federal funds are purchased and sold for one-day periods.
 
See accompanying notes to financial statements
 

6

 
FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(dollars in thousands)
 
JUNE 30, 2002 AND 2001
 
NOTE #1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
The accompanying financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, these interim condensed financial statements contain all adjustments (consisting only of normal recurring adjustments and accruals) necessary to present fairly the consolidated balance sheets, consolidated operating results, changes in stockholders’ equity and consolidated cash flows of the Company for the periods presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Operating results for the six-month and three-month periods ended June 30, 2002 are not necessarily indicative of the results that may be expected in subsequent quarters in or for the full year ending December 31, 2002. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
 
NOTE #2—OTHER EXPENSES
 
The following is a breakdown of other expenses for the six and three month periods ended June 30, 2002 and 2001.
 
    
Six Months Ended June 30,
   
Three Months Ended June 30,
    
2002
   
2001
   
2002
   
2001
    
(In thousands)
Data processing
   
$
712
   
$
608
   
$
361
   
$
310
Marketing expenses
   
 
488
   
 
524
   
 
247
   
 
260
Office supplies, postage and telephone
   
 
555
   
 
509
   
 
279
   
 
301
Bank Insurance
   
 
271
   
 
243
   
 
133
   
 
121
Supervisory Assessments
   
 
64
   
 
63
   
 
32
   
 
36
Professional Expenses
   
 
586
   
 
726
   
 
339
   
 
320
Other Expenses
   
 
1,101
   
 
965
   
 
640
   
 
489
    
  
  
  
Total Other Expenses
   
$
3,777
   
$
3,638
   
$
2,031
   
$
1,837
    
  
  
  
 
NOTE #3—EARNINGS PER SHARE
 
The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute EPS (amounts in thousands):
 
    
Six Months Ended June 30,
   
Three Months Ended June 30,
    
2002
     
2001
   
2002
     
2001
    
Income
   
Shares
     
Income
   
Shares
   
Income
   
Shares
     
Income
   
Shares
Net income as reported
   
$
3,875
          
$
3,306
        
$
1,993
          
$
1,648
     
Shares outstanding at period end
          
5,527
 
          
5,500
          
5,527
 
          
5,500
Impact of weighting shares purchased during period
          
(6
)
          
57
          
(2
)
          
19
    
  
  
  
  
  
  
  
Used in Basic EPS
   
 
3,875
   
5,521
 
   
 
3,306
   
5,557
   
 
1,993
   
5,525
 
   
 
1,648
   
5,519
Dilutive effect of outstanding stock options
          
338
 
          
352
          
370
 
          
330
    
  
  
  
  
  
  
  
Used in Dilutive EPS
   
$
3,875
   
5,859
 
   
$
3,306
   
5,909
   
$
1,993
   
5,895
 
   
$
1,648
   
5,849
    
  
  
  
  
  
  
  
 

7

 
NOTE #4—DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The fair values of financial instruments for both assets and liabilities are estimated based on Accounting Standards Board Statement 107.
 
The following methods and assumptions were used to estimate the fair value of financial instruments.
 
Investment Securities
 
For U.S. Government and U.S. Agency securities, fair values are based on market prices. For other investment securities, fair value equals quoted market price if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities as the basis for a pricing matrix.
 
Loans
 
The fair value for loans with variable interest rates is the carrying amount. The fair value of fixed rate loans is derived by calculating the discounted value of the future cash flows expected to be received by the various homogeneous categories of loans. All loans have been adjusted to reflect changes in credit risk.
 
Deposits
 
The fair value of demand deposits, savings deposits, savings accounts and NOW accounts is defined as the amounts payable on demand at June 30, 2002. The fair value of fixed maturity certificates of deposit is estimated based on the discounted value of the future cash flows expected to be paid on the deposits.
 
Notes Payable
 
Rates currently available to the Bank for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt.
 
Commitments to Extend Credit and Standby Letters of Credit
 
The fair value of commitments to extend credit is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the parties involved. For fixed-rate loan commitments, fair value also considered the difference between current levels of interest rates and committed rates.
 
The fair values of guarantees and letters of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate them or otherwise settle the obligations with parties involved at June 30, 2002.
 
The respective estimated fair values of the Company’s financial instruments at June 30, 2002 are as follows:
 
      
June 30, 2002
      
Carrying Amount
   
Fair Value
      
(In thousands)
Financial Assets
                
Cash and cash equivalents
     
$
53,791
   
$
53,791
Investment securities and deposits
     
 
74,990
   
 
73,504
Loans
     
 
427,504
   
 
429,727
Direct lease financing
     
 
1,142
   
 
1,144
Cash surrender value of life insurance
     
 
6,483
   
 
6,483
Financial Liabilities
                
Deposits
     
$
511,557
   
$
511,617
Unrecognized Financial Instruments
                
 
 

8

 
Commitments to extend credit
   
$
62,094
   
$
621
Standby letters of credit
   
 
1,470
   
 
15
 
NOTE #5—NON-PERFORMING LOANS
 
The following table sets forth information regarding the Bank’s non-performing loans at June 30, 2002 and December 31, 2001.
 
    
June 30,
2002
   
December 31,
2001
    
(In thousands)
Accruing Loans More Than 90 Days Past Due(1)
     
Commercial, financial and agricultural
   
$
—  
   
$
34
Real Estate
   
 
—  
   
 
—  
Installment loans to individuals
   
 
—  
   
 
—  
Aggregate Leases
   
 
—  
   
 
—  
    
  
Total Loans Past Due More Than 90 Days
   
$
—  
   
$
34
Troubled Debt Restructurings(2)
   
 
1,080
   
 
1,178
Non-accrual loans(3)
   
 
3,671
   
 
2,717
    
  
Total Non-Performing Loans
   
$
4,751
   
$
3,929
    
  
(1)
 
Reflects loans for which there has been no payment of interest and/or principal for 90 days of more. Ordinarily, loans are placed on non-accrual status (accrual of interest is discontinued) when we have reason to believe that continued payment of interest and principal is unlikely.
(2)
 
Renegotiated loans are those which have been renegotiated to provide a deferral of interest or principal.
(3)
 
There were 7 loans on non-accrual status totaling approximately $3,671,000 at June 30, 2002 and 6 loans totaling approximately $2,717,000 at December 31, 2001.
 
Management regularly reviews the loan portfolio to identify problem loans. In addition, as part of their periodic regulatory examinations of the Bank, the Federal Reserve Board (The “FRB”) and the California Department of Financial Institutions (the “DFI”) also review the loan portfolio to identify and classify problem credits. There are three classifications for problem loans: “substandard,” “doubtful,” and “loss.” Substandard loans have one defined weakness and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Doubtful loans have the weaknesses of substandard loans with the additional characteristic that the weaknesses are believed, based on currently existing facts, conditions and values, to make collection or liquidation in full questionable. A loan classified as “loss” is considered uncollectible and of such little value that the continuance of the loan as an asset of the institution is no longer warranted.
 
Another category designated “special mention” is maintained for loans which do not currently expose the Bank to a significant degree of risk to warrant classification as substandard, doubtful or loss, but which do possess credit deficiencies or potential weaknesses deserving management’s close attention.
 
As of June 30, 2002, the Bank’s classified loans consisted of approximately $7,270,000 of loans classified as substandard. There were no loans classified as doubtful. The Bank’s $7,270,000 of loans classified as substandard consisted of approximately $3,559,000 of performing and accruing loans and approximately $3,671,000 of non-accrual loans
 
NOTE #6—RESERVE FOR LOAN AND LEASE LOSSES
 
The reserve for loan and lease losses is a general reserve established to absorb potential losses inherent in the entire portfolio of loans and leases. The level of and ratio of additions to the reserve are based on analyses conducted of the loan and lease portfolio and, at June 30, 2002, the reserve reflected an amount which, in management’s judgement, was adequate to provide for potential loan losses. In evaluating the adequacy of the reserve, management considers a number of factors, including the composition of the loan portfolio, the performance of loans in the portfolio, evaluations of loan collateral, prior loss experience, current economic conditions and the prospects or worth of respective borrowers or guarantors. In addition, the FRB and the DFI, as

9

an integral part of their periodic examinations of the Bank, review the Bank’s reserve for possible loan and lease losses. Those agencies may require the Bank to recognize additions to the reserve based upon their evaluation of the information available to them at the time of their examinations. The Bank was most recently examined by the FRB as of December 31, 2001.
 
The reserve for loan and lease losses at June 30, 2002, was $4,436,000 or 1.04% of total loans and leases. Additions to the reserve are effectuated through the provision for loan losses which is an operating expense of the Company.
 
The following table provides certain information with respect to the reserve for loan losses as of the end of, and loan charge-off and recovery activity for, the periods presented below.
 
    
June 30,
2002
     
December 31,
2001
  
    
(Dollars in thousands)
  
Reserve for Loan Losses
                  
Balance, Beginning of period
   
$
4,206
 
   
$
3,692
 
Charge-Offs
                  
Commercial, financial and agricultural
   
 
(29
)
   
 
(46
)
Real estate—construction
   
 
—  
 
   
 
—  
 
Real estate—mortgage
   
 
—  
 
   
 
—  
 
Consumer loans
   
 
(16
)
   
 
(40
)
Lease Financing
   
 
—  
 
   
 
—  
 
Other
   
 
—  
 
   
 
—  
 
    
  
Total Charge-Offs
   
 
(45
)
   
 
(86
)
    
  
Recoveries
                  
Commercial, financial and agricultural
   
 
25
 
   
 
46
 
Real estate—construction
   
 
—  
 
   
 
20
 
Real estate—mortgage
   
 
—  
 
   
 
16
 
Consumer loans
   
 
—  
 
   
 
20
 
Lease Financing
   
 
—  
 
   
 
—  
 
Other
   
 
—  
 
   
 
—  
 
    
  
Total Recoveries
   
 
25
 
   
 
102
 
    
  
Net Recoveries (Charge-Offs) during period
   
 
(20
)
   
 
16
 
Provision Charged to Operations during period
   
 
250
 
   
 
498
 
    
  
Balance, End of period
   
$
4,436
 
   
$
4,206
 
    
  
Net Charge-Offs to Average Loans Outstanding during period ended
   
 
0.005
%
   
 
-0.004
%
    
  
Reserve for Loan Losses to Total Loans
   
 
1.040
%
   
 
1.030
%
    
  
 
In accordance with SFAS No. 114 (as amended by SFAS No. 118), “Accounting by Creditors for Impairment of a Loan,” a loan identified as “impaired” is measured at the present value of expected future cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. A loan is impaired when it is probable the creditor will not be able to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Loan impairment is evaluated on a loan-by-loan basis as part of normal loan review procedures of the Bank.
 

10

 
NOTE #7—MARKET RISK
 
We utilize the results of a dynamic simulation model to quantify the estimated exposure of net interest income to sustained interest rate changes. The simulation model estimates the impact of changing interest rates on interest income from all interest earning assets and the interest expense paid on all interest bearing liabilities reflected on the Company’s balance sheet. This sensitivity analysis is compared to the Bank’s asset and liability management policy limits which specify maximum tolerance level for net interest income exposure over a one year horizon assuming no balance sheet growth, given both a 100 and 300 basis point upward and downward shift in interest rates. A parallel and pro rata shift in rates over a 12-month period is assumed.
 
The following reflects the Company’s net interest income sensitivity analysis as of June 30, 2002 (with dollars stated in thousands):
 
             
    MARKET VALUE    
SIMULATED
RATE CHANGES
     
ESTIMATED NET
INTEREST INCOME
SENSITIVITY
     
ASSETS
     
LIABILITIES
+100 basis points
     
  -2.05%
     
$
569,280
     
$
513,591
+300 basis points
     
-10.47%
     
$
552,900
     
$
512,609
-100 basis points
     
   1.93%
     
$
587,730
     
$
514,596
-300 basis points
     
   4.32%
     
$
608,670
     
$
515,419
 
The Company does not engage in any hedging activities and does not have any derivative securities in its portfolio.
 

11

 
ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
                  OPERATIONS
 
FORWARD LOOKING STATEMENTS
 
This Report contains “forward-looking” statements that set forth our current expectations or beliefs regarding our future financial performance. Forward-looking statements are subject to a number of risks and uncertainties that could cause our actual financial performance in the future to differ, possibly significantly, from the expectations set forth in those statements. A discussion of those risks and uncertainties is set forth at the end of this Item 2 and readers of this Report are urged to review that discussion, which qualifies the forward looking statements contained in this Report.
 
GENERAL
 
Our principal operating subsidiary is Foothill Independent Bank (the “Bank”), which is a California state chartered bank and member of the Federal Reserve System. The Bank accounts for substantially all of our consolidated revenues and income. Accordingly, the following discussion focuses primarily on the Bank’s operations and financial condition.
 
RESULTS OF OPERATIONS
 
Overview
 
The principal determinant of a bank’s income is net interest income, which is the difference between the interest that a bank earns on loans, investments and other interest earning assets, and its interest expense, which consists primarily of the interest it must pay to attract and retain deposits and the interest that it pays on other interest bearing liabilities. A bank’s interest income and interest expense are, in turn, affected by a number of factors, some of which are outside of its control, including the monetary policies of the Federal Reserve Board and national and local economic conditions, which affect interest rates and also the demand for loans and the ability of borrowers to meet their loan payment obligations.
 
During 2001 the Federal Reserve Board adopted and implemented a monetary policy that was designed to reduce market rates of interest in an effort to stimulate the U.S. economy which was heading into recession. That policy has continued into 2002, as the hoped for economic recovery has been slow to develop. As a result, during the six months ended June 30, 2001 the prime rate of interest charged by most banks declined from 9.50% to a low of 6.75%. During the six months ended June 30, 2002, the prime rate declined further to 4.75%, where it has remained. As a result, the average rate of interest earned on our interest earning assets for the quarter and six months ended June 30, 2002 declined to 6.83% and 6.86%, respectively, from 7.85% and 8.14%, respectively, during the same periods of 2001.
 
Despite that decline in prevailing market rates of interest, we were able to generate net earnings of $1,993,000 and $3,875,000, respectively, during the quarter and six month periods ended June 30, 2002, representing increases of $345,000, or 20.9%, and $569,000, or 17.2%, respectively, over net earnings generated in the three and six month periods ended September 30, 2001. On a fully diluted per share basis, net earnings increased by 21.4% to $0.34 in the three months ended June 30, 2002 and by 15.8% to $0.66 for the six months ended June 30, 2002, from $0.28 per diluted share in the three months, and from $0.57 per diluted share in the six months, ended June 30, 2001, respectively. Those increases were due primarily to increases in net interest income, which were primarily attributable to decreases in interest expense resulting from declines in prevailing market rates of interest and a decline in the average volume of time deposits outstanding. Those decreases in interest expense more than offset declines of 1.5% and a 5.9%, respectively, in interest income for the same periods that also were attributable primarily to the decline in prevailing market rates of interest. See the discussion below under the caption entitled “Net Interest Income.”
 

12

 
As the table below indicates, the increases in earnings in the three and six month periods ended June 30, 2002 resulted in increases in the Company’s annualized returns on average assets and on average equity during those periods, as compared to the corresponding periods of 2001:
 
    
Three Months Ended June 30,
   
Six Months Ended June 30,
    
2002
   
2001
   
2002
   
2001
Annualized Returns on Average Assets
   
1.41%
   
1.30%
   
1.39%
   
1.31%
Annualized Returns on Average Equity
   
14.76%
   
13.59%
   
14.55%
   
13.62%
 
Net Interest Income.  Net interest income represents the difference or “spread” between the interest earned on interest-earning assets, such as loans and investment securities, and the interest paid on interest-bearing liabilities, which in the case of the Company consists principally of deposits. Net interest income increased by $986,000, or 15.0%, and by $1,578,000, or 11.9%, in the three and six month periods ended June 30, 2002, respectively, as compared to the same three and six month periods of 2001. Those increases were primarily the result of reductions in interest expense that were attributable to lower market rates of interest on deposits and, to a lesser extent, reductions in the average volume of outstanding time deposits, including those in denominations of $100,000 or more (“TCDs”). The lowering of interest rates on deposits was due to actions taken by the Federal Reserve Board to lower market rates of interest in order to stimulate the economy. The reduction in deposits was primarily attributable to a decision made by management to lower rates of interests on time deposits in order to discourage their renewal and thereby reduce the volume of those deposits outstanding at the Bank. The declines in interest expense in the three and six month periods ended June 30, 2002 more than offset decreases of $132,000 or 1.5% and $1,085,000 or 5.9%, respectively, in interest income, that also were primarily attributable to declining market rates of interest that resulted in reductions in the interest rates on outstanding loans with variable interest rates and reductions in interest rates that the Bank was able to charge on new loans originated during the six months ended June 30, 2002.
 
Rate Sensitivity and Net Interest Margin
 
Rate Sensitivity.  Like other banks and bank holding companies, our net interest margin (that is, the difference between yields we are able to realize on loans and on other interest earning assets and the interest we pay on deposits) are affected by a number of factors, including the relative percentages or the “mix” of:
 
 
•
 
our assets, between loans, on the one hand, on which we are able to charge higher rates of interest, and investment securities, federal funds sold and funds held in interest-bearing deposits with other financial institutions, on the other hand, on which yields are lower;
 
 
•
 
variable and fixed rate loans in our loan portfolio; and
 
 
•
 
demand and savings deposits, on the one hand, and time deposits, on the other hand, on which interest rates are higher.
 
As a general rule, a bank with a relatively high percentage of fixed-rate loans will experience a decline in interest income during a period of increasing market rates of interest, because it will be unable to “reprice” its fixed rate loans to fully offset the increase in the rates of interest it must offer to retain maturing time deposits and attract new deposits. Similarly, a bank that relies heavily on time deposits to fund loans and investments generally will experience greater increases in interest expense, and therefore, a decrease in net interest income, during a period of increasing market rates of interest than a bank with a greater percentage of demand and savings deposits which generally bear lower interest rates and which are less sensitive to changes in market rates of interest than time deposits. By contrast, during a period of declining market rates of interest, a bank with a higher percentage of variable loans, as a general rule, will experience a decline in net interest income because such loans usually contain automatic repricing provisions that are “triggered” by declines in market rates of interest; whereas offsetting reductions in the rates of interest paid on time deposits cannot be implemented until they mature, at which time a bank can seek their renewal at lower rates of interest or allow such deposits to “run off” (that is be withdrawn) in order to reduce interest expense.

13

However, the impact of changes in interest rates on net interest income also can be affected by changes in the volume of loans or interest bearing deposits. In the three and six month periods ended June 30, 2002, we were able to achieve increases of $986,000 and $1,578,000, respectively, in our net interest income, as compared to the same periods of 2001, due not only to the decline in interest rates paid on interest bearing deposits, but also to a decline in the volume of our higher priced time deposits that resulted from a decision we made to allow those deposits to “run off” rather than to seek their renewal.
 
Net Interest Margin.    We attempt to reduce our exposure to market risks associated with interest rate fluctuations in an effort to increase, or at least maintain, our net interest margin, by seeking (i) to attract and maintain a significant volume of demand and savings deposits that are not as sensitive to interest rate fluctuations as are TCDs and other time deposits, and (ii) to match opportunities to “reprice” earning assets, particularly loans, in response to changes in market rates of interest which require or cause repricing of deposits. We have continued sales and marketing programs that are designed to increase our loan volume and, also the volume of our demand and savings deposits. During the six months ended June 30, 2002, the average volume of loans outstanding increased by $42,427,000, or 11.5%, and the average volume of demand, savings and money market deposits increased to 82% of average total deposits, while time deposits, including TCDs, declined to 18% of average total deposits, from 74% and 26%, respectively, in the same period of 2001. Assuming that there is modest economic growth, we currently expect that we will be able to achieve additional loan growth during the balance of the year and that, as a percentage of total deposits, time deposits will remain at about the same levels during the balance of the current fiscal year. However, we may find it necessary or prudent to increase time deposits to fund increases in loan volume.
 
Our net interest margin (i.e., tax-adjusted net interest income stated as a percentage of average interest-earning assets) increased in the quarter ended June 30, 2002 to 5.87% from 5.79% for the same period of 2001, due primarily to a 13% increase in average earning assets, principally loans. For the six months ended June 30, 2002 our net interest margin remained relatively unchanged, at 5.83%, as compared to the same period of 2001. We believe that our net interest margin continues to exceed the average net interest margin for California-based, publicly traded banks and bank holding companies with assets ranging from $250-to-$750 million (the “Peer Group Banks”) because we have been able to maintain the ratio of demand and savings deposits to total deposits at a higher level than that of our Peer Group Banks.
 
The ability to maintain our net interest margin is not entirely within our control because the interest rates we are able to charge on loans and the interest rates we must offer to maintain and attract deposits are affected by national monetary policies established and implemented by the Federal Reserve Board and by competitive conditions in our service areas. In addition, the effect on a bank’s net interest margin of changes in market rates of interest will depend on the types and maturities of its deposits and earning assets. For example, a change in interest rates paid on deposits in response to changes in market rates of interest can be implemented more quickly in the case of savings deposits and money market accounts than with respect to time deposits as to which a change in interest rates generally cannot be implemented until such deposits mature. In addition, a change in rates of interest paid on deposits can and often does lead consumers to move their deposits from one type of deposit to another or to shift funds from deposits to non-bank investments or from such investments to bank deposit accounts or instruments, which also will affect a bank’s net interest margin.
 
Provision for Loan Losses
 
Like virtually all banks and other financial institutions, we follow the practice of maintaining a reserve (the “Loan Loss Reserve”) for possible losses on loans and leases that occur from time to time as an incidental part of the banking business. When it is determined that the payment in full of a loan has become unlikely, the carrying value of the loan is reduced to its net realizable value. This reduction, which is referred to as a loan “charge-off,” is charged against the Loan Loss Reserve. The amount of the Loan Loss Reserve is increased periodically to replenish the Reserve after it has been reduced due to loan charge-offs and to reflect changes in (i) the volume of outstanding loans, and (ii) the risk of potential losses due to a deterioration in the condition of borrowers or in the value of property securing non-performing loans, or adverse changes in national or local economic conditions. Those increases and additions are made through a charge against income referred to as the “provision for loan and lease losses.” Recoveries of loans previously charged-off are added back to and, therefore, also have the effect of

14

increasing, the Loan Loss Reserve. Although we employ economic models that are based on bank regulatory guidelines and industry standards to evaluate and determine the sufficiency of the Loan Loss Reserve and, thereby, also the amount of the provisions required to be made for potential loan losses, those determinations involve judgments or forecasts about future economic conditions and other events that are subject to a number of uncertainties, some of which are outside of our ability to control. See the discussion below under the caption “Forward Looking Information and Uncertainties Regarding Future Performance.” In the event those judgments or forecasts are proven, by subsequent events or circumstances, to have been incorrect, it could become necessary in the future to incur additional charges to income in order to increase the Loan Loss Reserve that would adversely affect our operating results.
 
We made provisions for potential loan losses of $150,000 and $250,000, respectively, in the three and six month periods ended June 30, 2002, as compared to $100,000 and $225,000, respectively, for the corresponding periods of 2001. At June 30, 2002, the Loan Loss Reserve was approximately $4,436,000 or 1.04% of total loans outstanding, compared to approximately $3,939,000 or 1.07% of total loans outstanding at June 30, 2001. Net loan charge-offs (loan charge-offs less recoveries of previously charged off loans) during the six months ended June 30, 2002 aggregated $20,000, representing less than one hundredth of one percent (0.001%) of average loans and leases outstanding. For the same period of 2001, recoveries of previously “charged-off” loans exceeded loan charge-offs by $22,000. See Note 6 to our Condensed Consolidated Financial Statements contained in this Report for additional information with respect to an analysis of our loan and lease loss experience for the six months ended June 30, 2002 and the fiscal year ended December 31, 2001.
 
Other Income.    Other income increased by $311,000, or 23.1%, and by $339,000, or 12.7%, in the quarter and six-month periods ended June 30, 2002, respectively, compared to the same periods of 2001, due primarily to increases in transaction fees and service charges collected on deposits and other banking transactions in the second quarter of 2002. Also contributing to the increases in other income was a $107,000 gain on the sale, in the second quarter of 2002, of a parcel of real property on which the Bank had foreclosed several years ago.
 
Other Expense.    Other expense (also known as “non-interest expense”), consists primarily of (i) salaries and other employee expenses, (ii) occupancy and furniture and equipment expenses, and (iii) other operating and miscellaneous expenses that include insurance premiums, marketing expenses, data processing costs, and professional expenses.
 
In order to attract a higher volume of non-interest bearing demand and lower cost savings and money market deposits as a means of maintaining the Bank’s net interest margin, it has been our policy to provide a higher level of personal service to our customers than the level of services that is provided by many of our competitors. As a result, we have more banking personnel than many of our competitors of comparable size, which is reflected in our non-interest expense. However, we believe that this higher level of service has helped us to retain our customers and enabled us to achieve an average net interest margin that exceeds the average net margin of the banks in our Peer Group.
 
Non-interest expense increased by $720,000, or 13.8%, and by $1,030,000, or 9.9%, in the quarter and six-month periods ended June 30, 2002, respectively, compared to same periods of 2002, primarily due to increases in salaries and employee benefits and the addition of banking personnel. However, notwithstanding that increase, we were able to improve our efficiency ratio (that is, basically, the ratio of non-interest expense to the sum of our net interest income and other income, as adjusted to eliminate items of non-recurring expense and income) to 63.9% and 64.2% for the three and six-month periods ended June 30, 2002, respectively, from 66.2% in both the three month and six month periods ended June 30, 2001. The improvements in our efficiency ratio were due primarily to the increases we were able to achieve in net interest income during the quarter and six months ended June 30, 2002.
 

15

Income Taxes.    Income taxes increased by approximately $182,000, or 19.3%, and $293,000, or 15.4%, during the quarter and six-month periods ended June 30, 2002 compared to the same periods of 2001, primarily as a result of the increases in taxable income.
 
The provision that we make for income taxes is based on, among other things, the ability to use certain income tax benefits available under state and federal income tax laws to reduce our income tax liability. As of June 30, 2002, the total of the unused income tax benefits (referred to in our consolidated financial statements as a “deferred tax asset”), available to reduce our income taxes in future periods was $1,887,000. Such tax benefits expire over time unless used and the realization of those benefits is dependent on generating taxable income in the future in amounts sufficient to utilize those tax benefits prior to their expiration. We have made a judgment that it is more likely than not that we will generate taxable income in future years sufficient to fully utilize those benefits. In the event that our income were to decline in future periods making it less likely that those benefits could be fully utilized, we would be required to establish a valuation reserve to cover the potential loss of those tax benefits, by increasing the provision we make for income taxes, which would have the effect of reducing our net income.
 
 
FINANCIAL CONDITION
 
Assets and Deposits
 
Our total assets increased during the six months ended June 30, 2002 by $20,387,000 or 3.7% from our total assets at December 31, 2001. At June 30, 2002, the volume of demand and savings deposits at the Bank was $44,811,,000, or 11.8%, higher than at December 31, 2001, while the volume of time deposits, including TCDs, was $8,644,000, or 9.0%, lower than at December 31, 2001.
 
Liquidity Management
 
Liquidity management policies attempt to achieve a matching of sources and uses of funds in order to enable us to fund our customers’ requirements for loans and for deposit withdrawals. In conformity with those policies, we maintain a number of short-term sources of funds to meet periodic increases in loan demand and in deposit withdrawals and maturities. At June 30, 2002, the principal sources of liquidity consisted of $34,791,000 of cash and demand balances due from other banks; $19,000,000 in Federal funds sold; and $12,000,000 in an overnight repurchase agreement, which, together, totaled $65,791,000, as compared to $30,247,000 at December 31, 2001. Other sources of liquidity include $6,460,000 in securities available-for-sale, of which approximately $2,225,000 mature within one year; and $7,128,000 in interest bearing deposits at other financial institutions, which mature in 6 months or less. Additionally, substantially all of our installment loans and leases, the amount of which aggregated $3,932,000 at June 30, 2002, require regular installment payments from customers, providing us with a steady flow of cash funds.
 
We also have a $30,633,000 credit line with the Federal Home Loan Bank which is secured by a pledge of some of our outstanding loans. In late December 2001 we borrowed $19,000,000 under that credit line to fund increases in loans and seasonal withdrawals of demand and savings deposits which typically occur during the holiday season. We repaid those borrowings in their entirety at the end of January 2002 and, as of June 30, 2002, there were no borrowings outstanding under that credit line. We also have established credit facilities under which we may borrow up to $13,000,000 of Federal funds from other banks and we have approval from the Federal Reserve Bank of San Francisco to establish an account that will also allow us to borrow at its discount window should the need arise. We expect that we will make use of the Federal Home Loan Bank credit line and other credit facilities in the future primarily to fund to short term cash requirements during periods of either significant loan growth or increased deposit withdrawals.
 
We believe that our cash and cash equivalent resources, together with available borrowings under our line of credit and credit facilities, will be sufficient to enable us to meet increases in demand for loans and leases and increases in deposit withdrawals that might occur in the foreseeable future.
 

16

 
Capital Resources
 
It has been and continues to be the objective of our Board of Directors to retain earnings that are needed to meet capital requirements under applicable government regulations and to support our growth. At the same time, it is the policy of the Board of Directors to pay cash dividends if earnings exceed the amounts required to meet that objective. Pursuant to that policy, the Company has paid regular quarterly cash dividends since September of 1999 and, in July 2002, the Board of Directors declared a 12th consecutive quarterly cash dividend, of $0.11 per share, which was paid on August 9, 2002 to shareholders of record as of July 25, 2002.
 
We continue to evaluate and explore opportunities to expand our market into areas such as eastern Los Angeles County, western San Bernardino County, north Orange County and northern Riverside County, all of which are contiguous to our existing markets. The number of independent banks based in our market areas has declined significantly, due to a consolidation in the Banking industry that occurred approximately two to three years ago. We believe that this consolidation has created opportunities for us to increase our market share in those areas. We have taken advantage of those opportunities by establishing a substantial number of new customer relationships and increasing the volume of our demand, savings and money market deposit balances. We also opened a branch banking office in the city of Temecula, California, in December of 2000, which is our 12th banking office, and we believe that there are still additional expansion and growth opportunities that we will seek to take advantage of in the future.
 
Regulatory Capital Requirements
 
Federal banking agencies require banks to maintain a minimum ratio of qualifying total capital to risk-adjusted assets of 8% and a minimum ratio of Tier 1 capital (essentially, the sum of a bank’s capital stock and retained earnings, less any intangibles) to risk-adjusted assets of 4%. In addition to the risked-based guidelines, federal banking regulators require banking organizations to maintain a minimum amount of Tier 1 capital to total assets, referred to as the leverage ratio. For a banking organization rated in the highest of the five categories used by regulators to rate banking organizations, the minimum leverage ratio of Tier 1 capital to total assets must be 3%. In addition to these uniform risk-based capital guidelines and leverage ratios that apply across the industry, federal and state bank regulatory agencies have the discretion to set individual minimum capital requirements for specific institutions at rates significantly above the minimum guidelines and ratios.
 
The risk-based capital ratio is determined by weighting our assets in accordance with certain risk factors and, the higher the risk profile the assets, the greater is the amount of capital that is required to maintain an adequate risk-based capital ratio, which generally is at least 8%. Additionally, the level of supervision to which a bank will be subject by federal bank regulatory authorities will depend largely on extent to which a bank meets or exceeds federally mandated leverage capital ratios. A bank that maintains a leverage capital ratio of 5% or more will generally be categorized by federal bank regulatory agencies as “well capitalized” and, therefore, as a general matter will be subject to less extensive regulatory supervision than banks with lower leverage capital ratios.
 
The Tier 1 capital and Tier 1 risk-based capital ratios of the Bank compare favorably with those of its Peer Group Banks and exceed minimum regulatory requirements.
 
The following table compares, as of June 30, 2002, the actual capital ratios of the Bank to the capital ratios that the Bank is required to meet under applicable banking regulations:
 
    
Actual
     
For Capital
Adequacy Purposes
     
To Be Categorized
as Well Capitalized
Total Capital to Risk Based Assets
   
12.6%
     
8.0%
     
10.0%
Tier 1 Capital to Risk Weighted Assets
   
11.6%
     
4.0%
     
  6.0%
Tier 1 Capital to Average Assets
   
  9.5%
     
4.0%
     
  5.0%
 

17

 
FORWARD LOOKING INFORMATION AND UNCERTAINTIES REGARDING FUTURE PERFORMANCE
 
This Report, including this Section, entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains statements regarding our expectations or beliefs about our future financial performance (including statements concerning business trends) that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Our actual financial results in future periods may differ, possibly materially, from those forecast, or identified as expected or anticipated, in this Report due to a number of risks and uncertainties. In addition to the risks and uncertainties discussed above in the Section of the Report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” such risks and uncertainties include, although they are not limited to, the following:
 
INCREASED COMPETITION. Increased competition from other financial institutions, mutual funds and securities brokerage and investment banking firms that offer competitive loan and investment products could require us to reduce interest rates and loan fees to attract new loans or to increase interest rates that we offer on time deposits, either or both of which could, in turn, reduce our interest income or increase our interest expense, thereby increasing our net interest margins.
 
POSSIBLE ADVERSE CHANGES IN ECONOMIC CONDITIONS. Adverse changes in economic conditions, either national or local, could (i) reduce loan demand which could, in turn, reduce interest income and net interest margins; (ii) weaken the financial capability of borrowers to meet their loan obligations which, in turn, could result in increases in loan losses and require increases in reserves for possible loan losses, thereby adversely affecting earnings; and (iii) lead to reductions in real property values that, due to our reliance on real property to secure many of our loans, could make it more difficult for us to prevent losses from being incurred on non-performing loans through the sale of such real properties.
 
POSSIBLE ADVERSE CHANGES IN FEDERAL RESERVE BOARD MONETARY POLICIES. Changes in national economic conditions, such as increases in inflation or declines in economic output often prompt changes in Federal Reserve Board monetary policies that could increase the cost of funds to us or reduce yields on interest earning assets and, thereby, reduce net interest margins. As discussed above in this Report, over the past 18 months the Federal Reserve Board lowered market rates of interest to stimulate the national economy. Those reductions have caused our interest income to decline and could continue to do so in the future.
 
REAL ESTATE MORTGAGE LOANS. Approximately 90% of the Bank’s loans are secured by deeds of trust or mortgages on real property. Although a large portion of these loans were made to businesses for commercial purposes and the source of payment for these loans is the cash that they generate from their operations, a significant decline in real property values in Southern California could result in a deterioration in some of those loans that would necessitate increases in the loan loss reserve and could result in loan write-offs that would have the effect of adversely affecting our earnings.
 
CHANGES IN REGULATORY POLICIES. Changes in federal and state bank regulatory policies, such as increases in capital requirements or in loan loss reserves, or changes in required asset/liability ratios, could adversely affect earnings by reducing yields on earning assets or increasing operating costs.
 
EFFECTS OF GROWTH. It is our intention to take advantage of opportunities to increase our business, either through acquisitions of other banks, the establishment of new banking offices or the offering of new products or services to our customers. If we do acquire any other banks or open any additional banking offices or begin offering new products or services, we are likely to incur additional operating costs that may adversely affect our income.
 
Additional information regarding these risks and uncertainties are contained in our Annual Report on Form 10K for the fiscal year ended December 31, 2001, as filed with the Securities and Exchange Commission and readers of this Report are urged to review the Annual Report as well. Due to these and other possible uncertainties and risks, readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as

18

of the date of this Quarterly Report. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
 
ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Market risk is the risk of loss to future earnings, to fair values of assets or to future cash flows that may result from changes in the price or value of a financial instrument. The value of a financial instrument may change as a result of changes in interest rates and other market conditions. Market risk is attributed to all market risk sensitive financial instruments, including loan and investment securities, deposits and borrowings. We do not engage in trading activities or participate in foreign currency transactions for our own account. Accordingly, our exposure to market risk is primarily a function of our asset and liability management activities and of changes in market rates of interest that can cause or require increases in the rates we pay on deposits that may take effect more rapidly or may be greater than the increases in the interest rates we are able to charge on loans and the yields that we can realize on our investments. The extent of that market risk, depends on a number of variables, including the sensitivity to changes in market interest rates and the maturities of our interest earning assets and our deposits. See “Rate Sensitivity” above.
 
We use a dynamic simulation model to forecast the anticipated impact of changes in market interest rates on our net interest income. That model is used to assist management in evaluating, and in determining and adjusting strategies designed to reduce, our exposure to these market risks, which may include, for example, changing the mix of earning assets or interest-bearing deposits. See Note 7 to our Condensed Consolidated Financial Statements contained in Part I of this Report for further information with respect to that dynamic simulation model that, based on certain assumptions, attempts to quantify the impact that simulated upward and downward interest rate changes would have on our net interest income.
 
PART II—OTHER INFORMATION
 
ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
Our Annual Meeting of Stockholders was held on May 14, 2002.  The only matter voted on at the Annual Meeting of Stockholders was the election of two Class I Directors for a term of three years ending at the Annual Meeting of Stockholders to be held in 2005. The only persons nominated at the Annual Meeting for election as Class I Directors were the nominees of the Board of Directors, who are identified below.
 
Directors Elected at Annual Meeting. Set forth below are the names of the Class I Directors that were elected at the Annual Meeting and the respective numbers of votes cast for their election and the respective number of votes withheld. As the election was uncontested, there were no broker non-votes.
 
CLASS III NOMINEES AND DIRECTORS
   
VOTES “FOR”
     
VOTES “WITHHELD”
George E. Langley
   
4,633,528
     
128,590
Max Williams
   
4,630,705
     
131,413
 
Directors Continuing in Office.  The terms of office of the following incumbent Class II and Class III directors extend to 2003 and 2004, respectively and, therefore, they did not stand for re-election at the 2002 Annual Meeting:
 
 
CLASS II DIRECTORS
   
CLASS II DIRECTORS
Richard Galich
O.L. Mestad
George Sellers
   
William V. Landecena
Donna Miltenberger

19

 
ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K
 
(a)  Exhibits:
 
Exhibit 99.1        Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
Exhibit 99.2        Certification of Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 
 
(b)  Reports on Form 8-K:
 
None.
 

20

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date: August 12, 2002
      
FOOTHILL INDEPENDENT BANCORP
           
By:
  
/s/    CAROL ANN GRAF        
               
Carol Ann Graf,
               
Senior Vice President and Chief Financial Officer
 

S-1

 
Index to Exhibits
 
Exhibit No.
   
Description of Exhibit
99.1
   
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2
   
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

E-1