FOOTHILL INDEPENDENT BANCORP - 10-Q Quarterly Report

UNITED STATES 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 September 30, 2002

	OR

o	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

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.

5,528,088 shares of Common Stock
as of November 12, 2002

FOOTHILL INDEPENDENT BANCORP

TABLE OF CONTENTS

						Page No.


Table of Contents						2

Forward Looking Information						2

Part I.			Financial Information

	Item 1. Financial Statements

				Consolidated Balance Sheets September 30, 2002 and December 31, 2001 (unaudited)		3
				Condensed Consolidated Statements of Income for the nine months and three months ended September 30, 2002 and 2001 (unaudited)		4
				Condensed Consolidated Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2002 and 2001 (unaudited)		5
				Condensed Consolidated Statements of Cash Flows nine months and three months ended September 30, 2002 and 2001 (unaudited)		6
				Notes to Condensed Consolidated Financial Statements (unaudited)		8

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations					13

				General		13
				Results of Operations		13
				Financial Condition		17
				Risks and Uncertainties That Could Affect Future Financial Performance		19

	Item 3. Quantitative and Qualitative Disclosures About Market Risk					20

	Item 4. Controls and Procedures					20

Part II. Other Information

	Item 6. Exhibits and Reports on Form 8-K					21

SIGNATURES						S-1

	Certifications of Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act					S-2
	Certifications of Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act					S-3

EXHIBITS

		Exhibit 99.1			Certification of Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act
		Exhibit 99.2			Certification of Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act

FORWARD LOOKING INFORMATION

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 Item 2 in Part I of this Report and readers of this Report are urged to review that discussion, which qualifies the forward looking statements contained in this Report.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands)

									September 30, 2002			December 31, 2001

ASSETS
Cash and due from banks									$	31,239		$	21,772
Federal funds sold										39,500			8,475

				Total Cash and Cash Equivalents						70,739			30,247

Interest-bearing deposits in other financial institutions										9,009			13,258

Investment Securities Held-to-Maturity (approximate market value of $9,936 in 2002 and $13,199 in 2001)
	U.S. Treasury									350			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						9,455			13,055

Investment Securities Available-For-Sale										52,406			66,688

Loans, net of unearned discount and prepaid points and fees										436,965			407,078
Direct lease financing										1,066			1,328
	Less reserve for possible loan and lease losses									(4,513	)		(4,206	)

						Total Loans & Leases, net				433,518			404,200

Bank premises and equipment										5,717			6,322
Accrued interest										2,373			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										6,625			6,167
Prepaid expenses										715			1,433
Deferred tax asset										1,839			1,975
Federal Home Loan Bank stock, at cost										353			950
Federal Reserve Bank stock, at cost										229			229
Other assets										568			523

								TOTAL ASSETS	$	593,933		$	550,141

LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits
	Demand deposits								$	198,755		$	161,837
	Savings and NOW deposits									133,699			117,100
	Money market deposits									114,651			100,482
	Time deposits in denominations of $100,000 or more									35,161			36,749
	Other time deposits									51,286			59,222

			Total deposits							533,552			475,390
Accrued employee benefits										2,676			2,516
Accrued interest and other liabilities										1,509			1,291
Short-term debt										—			19,092

						Total Liabilities				537,737			498,289

Stockholders’ Equity
		Capital stock – authorized: 25,000,000 shares $.001 par value; issued and outstanding 5,528,088 shares at September 30, 2002 and 5,514,363 at December 31, 2001								6			6
	Additional Paid-in Capital									43,050			42,892
	Retained Earnings									12,924			8,877
	Accumulated Other Comprehensive Income									216			77

					Total Stockholders’ Equity					56,196			51,852

							TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	593,933		$	550,141

See accompanying notes to financial statements

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars in thousands, except per share data)

										Nine Months Ended September 30,				Three Months Ended September 30,

										2002		2001		2002		2001

INTEREST INCOME
	Interest and fees on loans									$	23,416	$	23,841	$	7,903	$	7,818
	Interest on investment securities
								U.S. Treasury			11		24		3		4
								Obligations of other U.S. government agencies			1,623		1,693		408		605
							Municipal agencies				315		196		106		66
						Other securities					295		663		98		177
	Interest on deposits										147		424		47		158
	Interest on Federal funds sold										306		705		148		220
	Lease financing income										55		35		19		12

					Total Interest Income						26,168		27,581		8,732		9,060

INTEREST EXPENSE
	Interest on savings & NOW deposits										576		964		202		240
	Interest on money market deposits										1,518		2,048		530		670
	Interest on time deposits in denominations of $100,000 or more										683		1,866		204		464
	Interest on other time deposits										1,080		2,484		308		687
	Interest on borrowings										25		—		—		—

				Total Interest Expense							3,882		7,362		1,244		2,061

									Net Interest Income		22,286		20,219		7,488		6,999
Provision for Loan and Lease Losses											360		225		110		—

Net Interest Income After Provisions for Loan and Lease Losses											21,926		19,994		7,378		6,999

OTHER INCOME
	Fees and service charges										3,868		3,828		1,178		1,252
	Gain on sale SBA loans										2		23		1		21
	Other										389		152		76		65

			Total other income								4,259		4,003		1,255		1,338

OTHER EXPENSES
	Salaries and benefits										8,551		7,414		2,899		2,605
	Occupancy expenses, net of revenue of $148 in 2002 and $102 in 2001										1,863		1,860		624		635
	Furniture and equipment expenses										1,202		1,156		395		383
	Other expenses (Note 2)										5,452		5,485		1,675		1,847

		Total Other Expenses									17,068		15,915		5,593		5,470

INCOME BEFORE INCOME TAXES											9,117		8,082		3,040		2,867

Provision for Income Taxes											3,302		2,948		1,100		1,039

NET INCOME										$	5,815	$	5,134	$	1,940	$	1,828

EARNINGS PER SHARE OF COMMON STOCK (Note 3)
	Basic									$	1.05	$	0.93	$	0.35	$	0.33

	Diluted									$	0.99	$	0.88	$	0.33	$	0.32

See accompanying notes to financial statements

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands)

NINE MONTHS ENDED SEPTEMBER 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											(1,633	)					(1,633	)
Exercise of stock options		38,277			—		53										53
Common stock issued under employee benefit and dividend reinvestment plans		16,376			—		208										208
Common stock repurchased, cancelled and retired		(151,468	)		—		—				(1,908	)					(1,908	)
COMPREHENSIVE INCOME
Net Income								$	5,134		5,134						5,134
Unrealized security holding losses (net of taxes $113)									624					624			624

Total Comprehensive Income								$	5,758

BALANCE, September 30, 2001		5,508,469		$	6	$	42,641			$	7,712		$	382		$	50,741

BALANCE, January 1, 2002		5,514,363			6		42,892				8,877			77			51,852
Cash Dividend											(1,768	)					(1,768	)
Exercise of stock options		6,477			—		60										60
Common stock issued under employee benefit and dividend reinvestment plans		7,248			—		98										98
COMPREHENSIVE INCOME
Net Income								$	5,815		5,815						5,815
Unrealized security holding gains (net of taxes $77)									139					139			139

Total Comprehensive Income								$	5,954

BALANCE, September 30, 2002		5,528,088		$	6	$	43,050			$	12,924		$	216		$	56,196

See accompanying notes to financial statements

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

						2002			2001

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash Flows From Operating Activities:
	Interest and fees received					$	26,623		$	28,108
	Service fees and other income received						3,913			3,576
	Financing revenue received under leases						55			35
	Interest paid						(3,991	)		(7,647	)
	Cash paid to suppliers and employees						(15,342	)		(12,544	)
	Income taxes paid						(2,905	)		(2,081	)

				Net Cash Provided (Used) by Operating Activities			8,353			9,447

Cash Flows From Investing Activities:
	Proceeds from maturity of investment securities (AFS)						2,471,979			2,726,509
	Purchase of investment securities (AFS)						(2,456,852	)		(2,748,708	)
	Proceeds from maturity of investment securities (HTM)						3,600			12,805
	Purchase of investment securities (HTM)						—			(2,316	)
	Net (increase) decrease in deposits in other financial institutions						4,249			(6,633	)
	Net (increase) decrease in credit card and revolving credit receivables						191			50
	Recoveries on loans previously written off						27			69
	Net (increase) decrease in loans						(30,234	)		(6,760	)
	Net (increase) decrease in leases						262			(76	)
	Proceeds from property, plant & equipment						—			1,081
	Capital expenditures						(307	)		(1,622	)
	Proceeds from sale of other real estate owned						1,686			—

			Net Cash Provided by (Used in) Investing Activities				(5,399	)		(25,601	)

Cash Flows From Financing Activities:
	Net increase (decrease) in demand deposits, NOW and savings accounts and money market deposits						67,671			51,225
	Net increase (decrease) in certificates of deposit with maturities of three months or less						(4,263	)		2,020
	Net (decrease) in certificates of deposit with maturities of more than three months						(5,261	)		(24,315	)
	Net increase (decrease) in short term borrowing						(19,000	)		—
	Proceeds from exercise of stock options						60			53
	Proceeds from stock issued under employee benefit and dividend reinvestment plans						98			208
	Stock repurchased and retired						—			(1,908	)
	Dividends paid						(1,768	)		(1,633	)

		Net Cash Provided by Financing Activities					37,537			25,650

					Net Increase (Decrease) in Cash and Cash Equivalents		40,492			9,496
Cash and Cash Equivalents at Beginning of Year							30,247			38,186

Cash and Cash Equivalents at September 30, 2002 & 2001						$	70,739		$	47,682

See accompanying notes to financial statements

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(dollars in thousands)

NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED BY OPERATING ACTIVITIES

			2002			2001

			$	5,815		$	5,134

Net Income
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities
	Depreciation and amortization			908			1,035
	Provision for possible credit losses			360			225
	(Gain)/loss on sale of equipment			5			(70	)
	(Benefit) Provision for deferred taxes			136			115
	Increase/(decrease) in taxes payable			261			752
	(Increase)/decrease in other assets			16			240
	(Increase)/decrease in interest receivable			539			361
	Increase/(decrease) in discounts and premiums			(29	)		201
	Increase/(decrease) in interest payable			(109	)		(285	)
	(Increase)/decrease in prepaid expenses			718			1,918
	Increase/(decrease) in accrued expenses and other liabilities			84			178
	Gain on sale of other real estate owned			107			—
	Increase in cash surrender value of life insurance			(458	)		(357	)

		Total Adjustments		2,538			4,313

Net Cash Provided (Used) by Operating Activities			$	8,353		$	9,447

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

FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(dollars in thousands)

SEPTEMBER 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 financial condition, 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 nine-month and three-month periods ended September 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 nine and three month periods ended September 30, 2002 and 2001.

		Nine Months Ended September 30,				Three Months Ended September 30,

		2002		2001		2002		2001

		(In thousands)
Data processing		$	1,071	$	941	$	359	$	333
Marketing expenses			722		797		234		273
Office supplies, postage and telephone			844		794		289		285
Bank Insurance			399		367		128		124
Supervisory Assessments			89		95		25		32
Professional Expenses			763		1,052		177		326
Other Expenses			1,564		1,439		463		474

	Total Other Expenses	$	5,452	$	5,486	$	1,675	$	1,847

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):

	Nine Months Ended September 30,									Three Months Ended September 30,

	2002					2001				2002					2001

	Income		Shares			Income		Shares		Income		Shares			Income		Shares

Net income as reported	$	5,815				$	5,134			$	1,940				$	1,828
Shares outstanding at period end				5,528					5,508				5,528					5,508
Impact of weighting shares purchased during period				(5	)				30				(1	)				(5	)

Used in Basic EPS		5,815		5,523			5,134		5,538		1,940		5,527			1,828		5,503
Dilutive effect of outstanding stock options				370					282				422					294

Used in Dilutive EPS	$	5,815		5,893		$	5,134		5,802	$	1,940		5,949		$	1,828		5,797

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 September 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. In estimate the fair value of fixed-rate loan commitments, we also consider 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 September 30, 2002.

The respective estimated fair values of the Company’s financial instruments at September 30, 2002 were as follows:

		September 30, 2002

		Carrying Amount		Fair Value

		(In thousands)
Financial Assets
	Cash and cash equivalents	$	70,739	$	70,739
	Investment securities and deposits		70,870		69,610
	Loans		438,106		439,947
	Direct lease financing		1,066		1,068
	Cash surrender value of life insurance		6,625		6,625
Financial Liabilities
	Deposits	$	533,552	$	533,674
Unrecognized Financial Instruments
	Commitments to extend credit	$	53,011	$	530
	Standby letters of credit		1,443		14

NOTE #5 – NON-PERFORMING LOANS

The following table sets forth information regarding the Bank’s non-performing loans at September 30, 2002 and December 31, 2001.

					September 30, 2002		December 31, 2001

					(In thousands)
Accruing Loans More Than 90 Days Past Due ⁽¹⁾
	Commercial, financial and agricultural				$	80	$	34
	Real Estate					—		—
	Installment loans to individuals					1		—
	Aggregate Leases					—		—

		Total Loans Past Due More Than 90 Days			$	81	$	34
Troubled Debt Restructurings ⁽²⁾						1,075		1,178
Non-accrual loans ⁽³⁾						2,271		2,717

				Total Non-Performing Loans	$	3,427	$	3,929



(1)			Reflects loans for which there has been no payment of interest and/or principal for 90 days or 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 5 loans totaling approximately $2,271,000 on non-accrual status at September 30, 2002, as compared to 6 loans totaling approximately $2,717,000 on non-accrual status at December 31, 2001.

Management regularly reviews the loan portfolio to identify problem loans. In addition, the Federal Reserve Board (the “FRB”), as the Bank’s principal federal regulatory agency, and the California Department of Financial Institutions (the “DFI”), as the Bank’s the principal state regulatory agency, periodically conduct examinations of the Bank during which they review the loan portfolio to identify and classify problem credits. There are three classifications for problem loans: “substandard,” “doubtful,” and “loss.” Loan classified “substandard” generally have one defined weakness and are characterized by the distinct possibility that the Bank will sustain some loss if the deficiency is not corrected. A loan that has been classified “doubtful” has the weakness of a substandard loan with the additional characteristic that the weakness is 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 assigned to loans which do not currently expose the Bank to a significant degree of risk to warrant classification as substandard, doubtful or loss, but which possess credit deficiencies or potential weaknesses deserving management’s close attention.

As of September 30, 2002, the Bank’s classified loans consisted of $5,284,000 of loans classified as substandard. There were no loans classified as doubtful. The $5,284,000 of loans classified as substandard were comprised of $3,014,000 of performing and accruing loans and $2,271,000 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 periodic analyses conducted of the loan and lease portfolio and, at September 30, 2002, the reserve reflected an amount which, in management’s judgment, 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 part of their periodic examinations of the Bank, review and make their own evaluations concerning the adequacy of the reserve. On the basis of those examinations, those agencies may require the Bank to recognize additions to the reserve. The Bank was most recently examined by the FRB as of December 31, 2001.

The reserve for loan and lease losses at September 30, 2002, was $4,513,000 or 1.03% 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 and lease losses at the end of, and loan charge-off and recovery activity for, the periods presented below.

			September 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			(76	)		(46	)
	Real estate – construction			—			—
	Real estate – mortgage			—			—
	Consumer loans			(18	)		(40	)
	Lease Financing			—			—
	Other			—			—

		Total Charge-Offs		(94	)		(86	)

Recoveries
	Commercial, financial and agricultural			39			46
	Real estate – construction			—			20
	Real estate – mortgage			—			16
	Consumer loans			2			20
	Lease Financing			—			—
	Other			—			—

		Total Recoveries		41			102

Net Recoveries (Charge-Offs) during period				(53	)		16
Provision Charged to Operations during period				360			498

Balance, End of period			$	4,513		$	4,206

Net Charge-Offs to Average Loans Outstanding during period ended				0.013	%		-0.004	%

Reserve for Loan Losses to Total Loans				1.030	%		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 being “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.

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 the 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 policy limits which specify maximum tolerance level for net interest income exposure over a one year horizon assuming no balance sheet growth, given 100 and 300 basis point upward and downward shifts in interest rates. Parallel and pro rata shifts in rates over a 12-month period are assumed.

The following reflects the Company’s net interest income sensitivity analysis as of September 30, 2002 (with dollars stated in thousands):

SIMULATED RATE CHANGES	ESTIMATED NET INTEREST INCOME SENSITIVITY		MARKET VALUE

			ASSETS		LIABILITIES

+100 basis points		-4.95%	$	595,026	$	535,599
+300 basis points		-8.85%	$	578,823	$	534,638
-100 basis points		2.14%	$	613,381	$	536,528
-300 basis points		-3.68%	$	634,348	$	536,917

The Company does not engage in any hedging activities and does not have any derivative securities in its portfolio.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. As a result, during the nine months ended September 30, 2001 the prime rate of interest charged by most banks declined from 9.5% to a low of 6.0%. That monetary policy has continued into 2002, as the hoped for economic recovery has been slow to develop and, during the nine months ended September 30, 2002, the prime rate declined further to 4.75%. As a result, the average rates of interest earned on our interest earning assets for the quarter and nine months ended September 30, 2002 declined to 6.58% and 6.77%, respectively, from 7.64% and 7.97%, respectively, during the same periods of 2001.

Despite the decline in prevailing market rates of interest, we were able to increase net earnings by $112,000, or 6.1%, and $681,000, or 13.3%, respectively, during the quarter and nine month periods ended September 30, 2002. On a fully diluted per share basis, net earnings increased by 3.1% to $0.33 in the three months ended September 30, 2002 and by 12.5% to $0.99 for the nine months ended September 30, 2002, from $0.32 per diluted share in the three months, and from $0.88 per diluted share in the nine months, ended September 30, 2001, respectively. Those increases were due primarily to increases in net interest income, which were primarily attributable to decreases of 57.4% and 47.6% in interest expense in the quarter and nine months ended September 30, 2002 as a result of 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 3.6% and a 5.1%, respectively, in interest income for the same periods that also were attributable primarily to the decline in prevailing market rates of interest. Those declines in interest income were partially mitigated by the effects on interest income of increases in the volume of our outstanding loans in both the three and nine month periods ended September 30, 2002. See the discussion below under the caption entitled “Net Interest Income.”

The following table sets forth the Company’s annualized returns on average assets and average equity during that three and nine month periods ended September 30, 2002 as compared to the corresponding three and nine month period of 2001.

	Three Months Ended September 30,						Nine Months Ended September 30,

	2002			2001			2002			2001

Annualized Returns on Average Assets		1.33	%		1.39	%		1.37	%		1.34	%
Annualized Returns on Average Equity		13.97	%		14.66	%		14.36	%		13.97	%

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 $489,000, or 7.0%, and by $2,067,000, or 10.2%, in the three and nine month periods ended September 30, 2002, respectively, as compared to the same three and nine month periods of 2001. Those increases were primarily the result of reductions in interest expense of 57.4% and 47.6% in the quarter and nine months ended September 30, 2002, respectively, 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 primarily 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 outstanding at the Bank. The declines in interest expense in the quarter and nine months ended September 30, 2002 more than offset decreases of $328,000 or 3.6% and $1,413,000 or 5.1%, respectively, in interest income, that also were primarily attributable to declining market rates of interest. However, we were able to mitigate, partially, the impact of declining interest rates on our net interest income by implementing marketing programs that increased the volume of our outstanding loans which generate higher yields than other interest earning assets.

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) is 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 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.

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 nine month periods ended September 30, 2002, we were able to achieve increases of $489,000 and $2,067,000, 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 and an increase in loan volume.

Net Interest Margin. We attempt to reduce our exposure to market risks associated with interest rate fluctuations 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 nine months ended September 30, 2002, the average volume of loans outstanding increased by $48,199,000, or 13%, and the average volume of demand, savings and money market deposits increased to 82% of average total deposits, as compared to 76% for the corresponding nine month period of 2001. At the same, TCDs and other time deposits declined to 18% of average total deposits during the nine months ended September 30, 2002 from 24% 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, and that time deposits, as a percentage of total 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) declined in the quarter and nine months ended September 30, 2002 to 5.66% and 5.77%, respectively, from 5.93% and 5.86%, respectively, for the same periods of 2001. Those declines were due primarily to the decrease in interest rates mentioned above. However, notwithstanding those declines, 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. On November 6, 2002 the Federal Reserve Board announced a further reduction in interest rates in order to stimulate the economy, which we believe will put additional downward pressure on our net interest margin (as well as on the net interest margin of most depository institutions).

In addition, the effect on a bank’s net interest margin of changes in market rates of interest is affected by 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 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 (i) to replenish the Reserve after it has been reduced due to loan charge-offs, (ii) to reflect changes in the volume of outstanding loans and (iii) to take account of increases in 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 due to 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 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 that we make 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 “Risks and Uncertainties That Could Affect Future Financial 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 increase the Loan Loss Reserve by making additional provisions for loan losses that would adversely affect our operating results.

We made provisions for potential loan losses of $110,000 and $360,000, respectively, in the three and nine month periods ended September 30, 2002. We did not make a provision for potential loan losses in the quarter ended September 30, 2001. The provision for the nine months ended September 30, 2001 was $225,000. At September 30, 2002, the Loan Loss Reserve was approximately $4,513,000 or 1.03% of total loans outstanding, compared to approximately $3,961,000 or 1.06% of total loans outstanding at September 30, 2001. Net loan charge-offs (loan charge-offs less recoveries of previously charged off loans) during the nine months ended September 30, 2002 aggregated $53,000, representing approximately thirteen hundredths of one percent (0.013%) of average loans and leases outstanding. For the same period of 2001, recoveries of previously “charged-off” loans exceeded loan charge-offs by $44,000. 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 nine months ended September 30, 2002 and the fiscal year ended December 31, 2001.

Other Income. Other income decreased by $83,000, or 6.2% in the quarter ended September 30, 2002 as compared to the same quarter of 2001, due primarily to decreases in transaction fees and services charges collected on deposits and other banking transactions, and, to a lesser extent , a decrease in the gains on the sale of SBA loans in the quarter. During the nine-month period ended September 30, 2002, other income increased by $256,000, or 6.4%, compared to the same period of 2001, due to a number of factors including a $107,000 gain on a sale, completed in the second quarter of 2002, of a parcel of real property which the Bank had acquired by foreclosure several years previously.

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 typically 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 approximately by $123,000, or 2.2%, and by $1,153,000, or 7.2%, in the quarter and nine-months ended September 30, 2002, respectively, compared to same respective periods of 2001, primarily due to increases in employee compensations and 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 64.5% and 64.2% for the quarter and nine-months ended September 30, 2002, respectively, from 66.0 and 66.2%, respectively, in the quarter and nine months ended September 30, 2001. The improvements in our efficiency ratio were due primarily to the increases we were able to achieve in net interest income in the quarter and nine months ended September 30, 2002.

Income Taxes. Income taxes increased by approximately $61,000, or 5.9%, and $354,000, or 12.0%, during the quarter and nine-months ended September 30, 2002 compared to the same respective periods of 2001, primarily as a result of the increases in pre-tax 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 September 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 $1,839,000. 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 nine months ended September 30, 2002 by $43,792,000 or 8.0% from our total assets at December 31, 2001. Contributing to that increase was an increase of $48,199,000, or 13% in the average volume of loans outstanding. At September 30, 2002, the volume of demand, money market and savings deposits at the Bank was $67,686,000, or 17.8%, higher than at December 31, 2001, while the volume of time deposits, including TCDs, was $9,524,000, or 9.9%, lower than at December 31, 2001.

Liquidity Management

We have established liquidity management policies which are designed 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 September 30, 2002, the principal sources of liquidity consisted of $31,239,000 of cash and demand balances due from other banks; $39,500,000 in Federal funds sold; and $15,000,000 in an overnight repurchase agreement, which, together, totaled $85,739,000, as compared to $30,247,000 at December 31, 2001. Other sources of liquidity include $29,682,000 in securities available-for-sale, of which approximately $225,000 mature within one year; and $9,009,000 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 $5,755,000 at September 30, 2002, require regular installment payments from customers, providing us with a steady flow of cash funds.

We also have a $29,329,000 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 September 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 may make use of the Federal Home Loan Bank credit line and other credit facilities in the future primarily to fund our 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 other 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.

Capital Resources

It has been 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 October 2002, the Board of Directors declared a 13^th consecutive quarterly cash dividend, of $0.11 per share, which was paid on November 12, 2002 to shareholders of record as of October 29, 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 12^th banking office, and we believe that there are still additional expansion and growth opportunities that we plan 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 as a “well capitalized” institution (which is 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%. Federal and state bank regulatory agencies also 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 in order 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 September 30, 2002, the actual capital ratios of the Company and the Bank to the capital ratios that they are required to meet under applicable banking regulations:

	Company Actual		Bank Actual		For Capital Adequacy Purposes		To Be Categorized as Well Capitalized

Total Capital to Risk Based Assets		12.6%		12.5%		8.0%		10.0%
Tier 1 Capital to Risk Weighted Assets		11.7%		11.6%		4.0%		6.0%
Tier 1 Capital to Average Assets		9.6%		9.5%		4.0%		5.0%

RISKS AND UNCERTAINTIES REGARDING FUTURE FINANCIAL 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 this Report, 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 reducing 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 sales 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 21 months the Federal Reserve Board lowered market rates of interest to stimulate the national economy. Those reductions have caused our net interest margin to decline and could continue to do so in the future. Additionally, on November 6, 2002, the Federal Reserve Board announced a further reduction in interest rates that could further reduce our interest income and net interest margin.

REAL ESTATE MORTGAGE LOANS. Approximately 87% of the Bank’s loans are secured by deeds of trust or mortgages on real property. Although a significant portion of these loans were made to businesses for commercial purposes and the primary 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 adversely affect 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 is 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 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 or hedging 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 “Results of Operations -- Rate Sensitivity” in Item 2 of this Report.

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.

ITEM 4. CONTROLS AND PROCEDURES

Within the past 90 days, we carried out an evaluation, under the supervision of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have each concluded that those controls and procedures were effective in making known to them, on a timely basis, the material information needed for the preparation of this Report on Form 10-Q. There were no significant changes in the Company’s internal controls or in other factors that could significantly affect those internal controls since the date of their evaluation nor did we find any significant deficiencies or material weaknesses that would have required corrective actions to be taken with respect to those controls.

PART II— OTHER INFORMATION

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.

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: November 12, 2002	FOOTHILL INDEPENDENT BANCORP


	By:	/s/ CAROL ANN GRAF

		Carol Ann Graf, Senior Vice President and Chief Financial Officer

S-1

CERTIFICATIONS OF CHIEF EXECUTIVE OFFICER
UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT

I, George E. Langley, Chief Executive Officer of Foothill Independent Bancorp, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Foothill Independent Bancorp;

2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002
	/s/ GEORGE E. LANGLEY

	George E. Langley President and Chief Executive Officer

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CERTIFICATIONS OF CHIEF FINANCIAL OFFICER
UNDER
SECTION 302 OF THE SARBANES-OXLEY ACT

I, Carol Ann Graf, Chief Financial Officer of Foothill Independent Bancorp, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Foothill Independent Bancorp;

2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4.	The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-14 and 15d-14 of the Exchange Act) for the registrant and we have:

	a)	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

	b)	evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

	c)	presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

	a)	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6.	The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: November 12, 2002
	/s/ CAROL ANN GRAF

	Carol Ann Graf Senior Vice President and Chief Financial Officer

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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

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