FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
Quarter Ended September 30, 2004
Commission File Number 0-10232
FIRST REGIONAL BANCORP
(Exact name of registrant as specified in its charter)
California |
|
95-3582843 |
State or other jurisdiction of incorporation or organization |
|
IRS Employer Identification Number |
|
|
|
1801 Century Park East, Los Angeles, California |
|
90067 |
Address of principal executive offices |
|
Zip Code |
|
|
|
(310) 552-1776 |
||
Registrants telephone number, including area code |
||
|
|
|
Not applicable |
||
Former name, former address, and former fiscal year, if changed since last report |
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 ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding in each of the issuers classes of common stock, as of the latest practicable date.
Common Stock, No Par Value |
|
3,507,476 |
Class |
|
Outstanding on November 10, 2004 |
FIRST REGIONAL BANCORP
INDEX
2
PART I - FINANCIAL INFORMATION
FIRST REGIONAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In Thousands except per share amounts)
(unaudited)
|
|
September 30, 2004 |
|
December 31, 2003 |
|
||
ASSETS |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and due from banks |
|
$ |
67,320 |
|
$ |
43,006 |
|
Federal funds sold |
|
430 |
|
0 |
|
||
Cash and cash equivalents |
|
67,750 |
|
43,006 |
|
||
|
|
|
|
|
|
||
Investment securities, available for sale, at fair value |
|
2,744 |
|
4,440 |
|
||
|
|
|
|
|
|
||
Interest-bearing deposits in financial institutions |
|
3,224 |
|
3,016 |
|
||
|
|
|
|
|
|
||
Loans, net of allowance for losses of $10,084 in 2004 and $7,660 in 2003 |
|
973,579 |
|
705,326 |
|
||
|
|
|
|
|
|
||
Premises and equipment, net of accumulated depreciation |
|
2,580 |
|
1,866 |
|
||
|
|
|
|
|
|
||
Accrued interest receivable and other assets |
|
20,630 |
|
17,648 |
|
||
|
|
|
|
|
|
||
Total Assets |
|
$ |
1,070,507 |
|
$ |
775,302 |
|
|
|
|
|
|
|
||
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
||
|
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Deposits: |
|
|
|
|
|
||
Noninterest bearing |
|
358,816 |
|
251,976 |
|
||
Interest Bearing: |
|
|
|
|
|
||
Savings deposits |
|
35,568 |
|
33,072 |
|
||
Money market deposits |
|
412,639 |
|
251,380 |
|
||
Time deposits |
|
142,035 |
|
127,518 |
|
||
Total deposits |
|
949,058 |
|
663,946 |
|
||
|
|
|
|
|
|
||
Federal Home Loan Bank advances |
|
20,000 |
|
42,000 |
|
||
Note payable |
|
600 |
|
712 |
|
||
Accrued interest payable and other liabilities |
|
6,890 |
|
5,725 |
|
||
Subordinated debentures |
|
35,559 |
|
27,887 |
|
||
Total Liabilities |
|
1,012,107 |
|
740,270 |
|
||
|
|
|
|
|
|
||
Commitments and contingencies |
|
|
|
|
|
||
|
|
|
|
|
|
||
Shareholders Equity: |
|
|
|
|
|
||
Common Stock, no par value, 50,000,000 shares authorized; 3,506,000 and 2,927,000 outstanding in 2004 and 2003, respectively |
|
33,231 |
|
16,552 |
|
||
Less: Unearned ESOP shares; 63,000 and 75,000 outstanding in 2004 and 2003, respectively |
|
(569 |
) |
(675 |
) |
||
Total common stock, no par value; outstanding 3,443,000 in 2004 and 2,852,000 in 2003 |
|
32,662 |
|
15,877 |
|
||
Retained earnings |
|
25,737 |
|
19,155 |
|
||
Net unrealized gain on available-for-sale securities |
|
1 |
|
0 |
|
||
Total Shareholders Equity |
|
58,400 |
|
35,032 |
|
||
|
|
|
|
|
|
||
Total Liabilities and Shareholders Equity |
|
$ |
1,070,507 |
|
$ |
775,302 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
FIRST REGIONAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In Thousands Except Per Share Amounts)
(Unaudited)
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
||||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
||||
INTEREST INCOME: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Interest and fees on loans |
|
$ |
14,343 |
|
$ |
8,214 |
|
$ |
37,031 |
|
$ |
22,162 |
|
Interest on investment securities |
|
13 |
|
11 |
|
26 |
|
45 |
|
||||
Interest on deposits in financial Institutions |
|
9 |
|
8 |
|
25 |
|
8 |
|
||||
Interest on federal funds sold |
|
47 |
|
69 |
|
110 |
|
191 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total interest income |
|
14,412 |
|
8,302 |
|
37,192 |
|
22,406 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
INTEREST EXPENSE: |
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Interest on deposits |
|
1,532 |
|
733 |
|
3,696 |
|
1,895 |
|
||||
Interest on subordinated debentures |
|
477 |
|
142 |
|
1,306 |
|
450 |
|
||||
Interest on FHLB advances |
|
109 |
|
0 |
|
364 |
|
37 |
|
||||
Interest on other borrowings |
|
0 |
|
1 |
|
2 |
|
6 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
2,118 |
|
876 |
|
5,368 |
|
2,388 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
12,294 |
|
7,426 |
|
31,824 |
|
20,018 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
PROVISION FOR LOAN LOSSES |
|
1,100 |
|
1,000 |
|
2,902 |
|
1,750 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income after provision for loan losses |
|
11,194 |
|
6,426 |
|
28,922 |
|
18,268 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
OTHER OPERATING INCOME: |
|
|
|
|
|
|
|
|
|
||||
Customer service fees |
|
1,150 |
|
967 |
|
3,349 |
|
2,788 |
|
||||
Other, net |
|
183 |
|
162 |
|
536 |
|
475 |
|
||||
Total other operating income |
|
1,333 |
|
1,129 |
|
3,885 |
|
3,263 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
OPERATING EXPENSES: |
|
|
|
|
|
|
|
|
|
||||
Salaries and related benefits |
|
4,452 |
|
3,456 |
|
13,693 |
|
10,122 |
|
||||
Occupancy expense |
|
427 |
|
381 |
|
1,280 |
|
1,071 |
|
||||
Equipment expense |
|
250 |
|
176 |
|
633 |
|
528 |
|
||||
Promotion expense |
|
91 |
|
52 |
|
252 |
|
200 |
|
||||
Professional service expense |
|
543 |
|
410 |
|
1,578 |
|
1,130 |
|
||||
Customer service expense |
|
246 |
|
148 |
|
672 |
|
417 |
|
||||
Supply/communication expense |
|
237 |
|
175 |
|
673 |
|
561 |
|
||||
Other expenses |
|
829 |
|
537 |
|
2,430 |
|
1,938 |
|
||||
Total operating expenses |
|
7,075 |
|
5,335 |
|
21,211 |
|
15,967 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Income before provision for income taxes |
|
5,452 |
|
2,220 |
|
11,596 |
|
5,564 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
PROVISION FOR INCOME TAXES |
|
2,260 |
|
914 |
|
4,803 |
|
2,295 |
|
||||
NET INCOME |
|
$ |
3,192 |
|
$ |
1,306 |
|
$ |
6,793 |
|
$ |
3,269 |
|
|
|
|
|
|
|
|
|
|
|
||||
EARNINGS PER SHARE (Note 2) |
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
0.93 |
|
$ |
0.46 |
|
$ |
2.09 |
|
$ |
1.18 |
|
Diluted |
|
$ |
0.79 |
|
$ |
0.44 |
|
$ |
1.80 |
|
$ |
1.14 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
FIRST REGIONAL BANCORP AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands)
(Unaudited)
|
|
Nine Months Ended September 30, |
|
||||
|
|
2004 |
|
2003 |
|
||
OPERATING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net Income |
|
$ |
6,793 |
|
$ |
3,269 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
||
Provision for loan losses |
|
2,902 |
|
1,750 |
|
||
Depreciation and amortization |
|
333 |
|
658 |
|
||
Accretion of investment security discounts |
|
(26 |
) |
(44 |
) |
||
Increase in interest receivable |
|
(861 |
) |
(255 |
) |
||
Increase in interest payable |
|
168 |
|
40 |
|
||
Decrease in taxes payable |
|
(423 |
) |
(295 |
) |
||
Net increase in other liabilities |
|
1,420 |
|
3,585 |
|
||
Net increase in other assets |
|
(2,121 |
) |
(1,731 |
) |
||
|
|
|
|
|
|
||
Net cash provided by operating activities |
|
8,185 |
|
6,977 |
|
||
|
|
|
|
|
|
||
INVESTING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Increase in investments in time deposits, with other financial institutions |
|
(208 |
) |
(3,008 |
) |
||
Purchases of investment securities |
|
(8,077 |
) |
(8,464 |
) |
||
Proceeds from maturities of investment securities |
|
9,800 |
|
9,400 |
|
||
Decrease in guaranteed loans |
|
2,474 |
|
5,035 |
|
||
Net increase in other loans |
|
(273,629 |
) |
(173,673 |
) |
||
Purchases of premises and equipment |
|
(1,047 |
) |
(485 |
) |
||
|
|
|
|
|
|
||
Net cash used in investing activities |
|
(270,687 |
) |
(171,195 |
) |
||
|
|
|
|
|
|
||
FINANCING ACTIVITIES |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net increase in noninterest bearing deposits, money market deposits, and other deposits |
|
270,595 |
|
116,982 |
|
||
Net increase in time deposits |
|
14,517 |
|
47,206 |
|
||
Decrease in note payable |
|
(112 |
) |
(112 |
) |
||
Decrease in Federal Home Loan Bank advances |
|
(22,000 |
) |
0 |
|
||
Issuance of subordinated debentures |
|
7,672 |
|
0 |
|
||
Proceeds for issuance of common stock, net |
|
16,395 |
|
2,831 |
|
||
Other changes in shareholders equity |
|
179 |
|
(352 |
) |
||
|
|
|
|
|
|
||
Net cash provided by financing activities |
|
287,246 |
|
166,555 |
|
||
|
|
|
|
|
|
||
Increase in cash and cash equivalents |
|
24,744 |
|
2,337 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, beginning of period |
|
43,006 |
|
49,974 |
|
||
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
67,750 |
|
$ |
52,311 |
|
|
|
|
|
|
|
||
Supplemental Disclosures of Cash Flow Information: |
|
|
|
|
|
||
Interest paid |
|
$ |
5,200 |
|
$ |
2,349 |
|
Income taxes paid |
|
$ |
5,225 |
|
$ |
3,000 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
FIRST REGIONAL BANCORP AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2004
(Unaudited)
NOTE 1 - First Regional Bancorp, a bank holding company (the Company), and one of its wholly-owned subsidiaries, First Regional Bank, a California state-chartered bank (the Bank), primarily serve Southern California through their branches. The Companys primary source of revenue is providing loans to customers, which are predominantly small and midsize businesses. First Regional Bancorp has three other subsidiaries, First Regional Statutory Trust I, First Regional Statutory Trust II and First Regional Statutory Trust III, that exist for the sole purpose of issuing trust securities and investing the proceeds thereof in junior subordinated deferrable debentures issued by the Company and engaging in certain other limited activities. These Trusts were previously reported on a consolidated basis, with the capital securities issued by the Trusts shown on the statement of financial condition consistent with accounting principles generally accepted in the United States of America. As of December 31, 2003, in accordance with Financial Accounting Standards Board (FASB) Interpretation 46 (FIN 46) (revised December 2003), the Trusts are no longer reported on a consolidated basis. Therefore, the Trust Preferred Securities no longer appear on the statement of financial condition. Instead, the subordinated debentures payable by the Company to the Trusts and the investment in the Trusts common stock are separately reported. This change primarily impacted the statement of financial condition and had no effect on net income.
Certain amounts in the 2003 financial statements have been reclassified to be comparable with the classifications used in the 2004 financial statements.
In the opinion of the Company, the interim condensed consolidated financial statements contain all adjustments (which consists only of normal recurring adjustments) necessary to present fairly the financial position and the results of operations for the interim periods. Interim results may not be indicative of annual operations.
While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Companys 2003 annual report on Form 10-K.
Stock Compensation Plans
At September 30, 2004, the company had two stock-based employee incentive plans, which are described more fully in Note 10 to the Consolidated Financial Statements contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2003. The Company accounts for those plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of the grant. During September 2003, the company granted options to buy up to 150,000 shares of the Companys common stock to certain officers and directors of the Company and its subsidiaries. The exercise price of the options is $20.79 and all options vest over seven years and expire in 2013. No other stock options were granted during the first nine months of 2004 or 2003. The following table illustrates the pro forma net income and pro forma earnings per share as if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.
6
|
|
Three Months Ended |
|
||||
|
|
September 30, 2004 |
|
September 30, 2003 |
|
||
|
|
|
|
|
|
||
Net income to common shareholders: |
|
|
|
|
|
||
|
|
|
|
|
|
||
As Reported |
|
$ |
3,192,000 |
|
$ |
1,306,000 |
|
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects |
|
63,000 |
|
38,000 |
|
||
|
|
|
|
|
|
||
Pro forma net income |
|
$ |
3,129,000 |
|
$ |
1,268,000 |
|
|
|
|
|
|
|
||
Basic earnings per share: |
|
|
|
|
|
||
As reported |
|
$ |
0.93 |
|
$ |
0.46 |
|
Pro forma |
|
$ |
0.91 |
|
$ |
0.45 |
|
|
|
|
|
|
|
||
Diluted earnings per share: |
|
|
|
|
|
||
As reported |
|
$ |
0.79 |
|
$ |
0.44 |
|
Pro forma |
|
$ |
0.78 |
|
$ |
0.43 |
|
|
|
Nine Months Ended |
|
||||
|
|
September 30, 2004 |
|
September 30, 2003 |
|
||
|
|
|
|
|
|
||
Net income to common shareholders: |
|
|
|
|
|
||
As Reported |
|
$ |
6,793,000 |
|
$ |
3,269,000 |
|
Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects |
|
189,000 |
|
109,000 |
|
||
|
|
|
|
|
|
||
Pro forma net income |
|
$ |
6,604,000 |
|
$ |
3,160,000 |
|
|
|
|
|
|
|
||
Basic earnings per share: |
|
|
|
|
|
||
As reported |
|
$ |
2.09 |
|
$ |
1.18 |
|
Pro forma |
|
$ |
2.03 |
|
$ |
1.14 |
|
|
|
|
|
|
|
||
Diluted earnings per share: |
|
|
|
|
|
||
As reported |
|
$ |
1.80 |
|
$ |
1.14 |
|
Pro forma |
|
$ |
1.75 |
|
$ |
1.10 |
|
Recent Accounting Pronouncements
FIN No. 46R - In December 2003, the FASB issued FIN No. 46R, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51. FIN No. 46R requires that variable interest entities be consolidated by a company if that company is subject to a majority of the risk of loss from the variable interest entitys activities or is entitled to receive a majority of the entitys residual returns or both. FIN No. 46R also requires disclosures about variable interest entities that companies are not required to consolidate but in which a company has a significant variable interest. The Company adopted this interpretation effective for the year ended December 31, 2003 and it did not have a material impact on its results of operations, financial position or cash flows. However, as previously mentioned, adoption of FIN No. 46R did result in the deconsolidation of statutory trusts previously consolidated by the Company.
7
NOTE 2 - Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share also considers the number of shares issuable upon the assumed exercise of outstanding common stock options and shares issuable upon the assumed conversion of convertible subordinated debentures. A reconciliation of the numerator and the denominator used in the computation of basic and diluted earnings per share is:
|
|
Three Months Ended September 30, 2004 |
|
||||||
|
|
Income (Numerator) |
|
Weighted Average Shares (Denominator) |
|
Per Share Amount |
|
||
Basic EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
3,192,000 |
|
3,436,790 |
|
$ |
0.93 |
|
|
|
|
|
|
|
|
|
||
Effect of Dilutive Securities |
|
|
|
|
|
|
|
||
Incremental shares from assumed exercise of outstanding options |
|
|
|
205,159 |
|
(0.05 |
) |
||
|
|
|
|
|
|
|
|
||
Incremental shares from assumed Conversion of convertible subordinated debentures |
|
132,000 |
|
543,273 |
|
(0.09 |
) |
||
|
|
|
|
|
|
|
|
||
Diluted EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
3,324,000 |
|
4,185,222 |
|
$ |
0.79 |
|
|
|
Three Months Ended September 30, 2003 |
|
||||||
|
|
Income (Numerator) |
|
Weighted Average Shares (Denominator) |
|
Per Share Amount |
|
||
Basic EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
1,306,000 |
|
2,844,800 |
|
$ |
0.46 |
|
|
|
|
|
|
|
|
|
||
Effect of Dilutive Securities |
|
|
|
|
|
|
|
||
Incremental shares from assumed exercise of outstanding options |
|
|
|
120,649 |
|
(0.02 |
) |
||
|
|
|
|
|
|
|
|
||
Diluted EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
1,306,000 |
|
2,965,449 |
|
$ |
0.44 |
|
|
|
Nine Months Ended September 30, 2004 |
|
||||||
|
|
Income (Numerator) |
|
Weighted Average Shares (Denominator) |
|
Per Share Amount |
|
||
Basic EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
6,793,000 |
|
3,257,946 |
|
$ |
2.09 |
|
|
|
|
|
|
|
|
|
||
Effect of Dilutive Securities |
|
|
|
|
|
|
|
||
Incremental shares from assumed exercise of outstanding options |
|
|
|
202,739 |
|
(0.13 |
) |
||
|
|
|
|
|
|
|
|
||
Incremental shares from conversion of convertible subordinated debentures |
|
397,000 |
|
543,273 |
|
(0.16 |
) |
||
|
|
|
|
|
|
|
|
||
Diluted EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
7,190,000 |
|
4,003,958 |
|
$ |
1.80 |
|
8
|
|
Nine Months Ended September 30, 2003 |
|
||||||
|
|
Income (Numerator) |
|
Weighted Average Shares (Denominator) |
|
Per Share Amount |
|
||
Basic EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
3,269,000 |
|
2,773,449 |
|
$ |
1.18 |
|
|
|
|
|
|
|
|
|
||
Effect of Dilutive Securities |
|
|
|
|
|
|
|
||
Incremental shares from assumed exercise of outstanding options |
|
|
|
99,258 |
|
(0.04 |
) |
||
|
|
|
|
|
|
|
|
||
Diluted EPS |
|
|
|
|
|
|
|
||
Income available to common shareholders |
|
$ |
3,269,000 |
|
2,872,707 |
|
$ |
1.14 |
|
NOTE 3 - As of September 30, 2004 the Bank had a total of $7,838,000 in standby letters of credit outstanding. No losses are anticipated as a result of these transactions.
NOTE 4 - Management has evaluated the Companys overall operation and determined that its business consists of three reportable business segments as of September 30, 2004 and 2003: core banking operations, the administrative services in relation to TASC (as defined below), and Trust Services. The following describes these three business segments:
Core Bank Operations - The principal business activities of this segment are attracting funds from the general public and originating commercial and real estate loans for small and midsize businesses in Southern California. This segments primary sources of revenue are interest income from loans and investment securities and fees earned in connection with loans and deposits. This segments principal expenses consist of personnel, interest paid on deposits, and other general and administrative expenses. Our core banking services also include the Banks merchant services operations, which provides credit card deposits and clearing services to retailers and other credit card accepting businesses and which generates fee income.
Administrative Services - The principal business activity of the Banks subsidiary, Trust Administration Services Corporation (referred to herein as Administrative Services or TASC) is providing administrative services for self-directed retirement plans. The primary source of revenue for this segment is fee income from self-directed accounts. The segments principal expenses consist of personnel, rent, data processing and other general and administrative expenses.
Trust Services - The principal business activity of this segment is providing trust services for living trusts, investment agency accounts, IRA rollovers, and all forms of court-related matters. The primary source of revenue for this segment is fee income. The segments principal expenses consist of personnel, data processing, professional service expenses, and other general and administrative expenses.
Total assets of TASC at September 30, 2004 and December 31, 2003 were $634,000 and $506,000, respectively and total assets of Trust Services at September 30, 2004 and
9
December 31, 2003 were $56,000 and $63,000, respectively. The remaining assets reflected on the statements of financial condition of the Company are associated with the core banking operations.
The following table shows the net income (loss) (in thousands) for the core banking operations, the administrative, and the trust services for the three and nine month periods ended September 30, 2004 and 2003.
|
|
Three Month Period Ended September 30, 2004 |
|
||||||||||
|
|
Core Banking Operations |
|
Administrative Services |
|
Trust Services |
|
Combined Operations |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
$ |
12,294 |
|
|
|
|
|
$ |
12,294 |
|
||
Provision for Loan Losses |
|
1,100 |
|
|
|
|
|
1,100 |
|
||||
Other operating income |
|
658 |
|
$ |
418 |
|
$ |
257 |
|
1,333 |
|
||
Operating expenses |
|
6,760 |
|
122 |
|
193 |
|
7,075 |
|
||||
Provision for income taxes |
|
2,113 |
|
121 |
|
26 |
|
2,260 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
2,979 |
|
$ |
175 |
|
$ |
38 |
|
$ |
3,192 |
|
|
|
Three Month Period Ended September 30, 2003 |
|
||||||||||
|
|
Core Banking Operations |
|
Administrative Services |
|
Trust Services |
|
Combined Operations |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
$ |
7,426 |
|
|
|
|
|
$ |
7,426 |
|
||
Provision for Loan Losses |
|
1,000 |
|
|
|
|
|
1,000 |
|
||||
Other operating income |
|
604 |
|
$ |
347 |
|
$ |
178 |
|
1,129 |
|
||
Operating expenses |
|
5,030 |
|
137 |
|
168 |
|
5,335 |
|
||||
Provision for income taxes |
|
879 |
|
35 |
|
|
|
914 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
1,121 |
|
$ |
175 |
|
$ |
10 |
|
$ |
1,306 |
|
|
|
Nine Month Period Ended September 30, 2004 |
|
||||||||||
|
|
Core Banking Operations |
|
Administrative Services |
|
Trust Services |
|
Combined Operations |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
$ |
31,824 |
|
|
|
|
|
$ |
31,824 |
|
||
Provision for Loan Losses |
|
2,902 |
|
|
|
|
|
2,902 |
|
||||
Other operating income |
|
1,983 |
|
$ |
1,211 |
|
$ |
691 |
|
3,885 |
|
||
Operating expenses |
|
20,182 |
|
444 |
|
585 |
|
21,211 |
|
||||
Provision for income taxes |
|
4,446 |
|
314 |
|
43 |
|
4,803 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net income |
|
$ |
6,277 |
|
$ |
453 |
|
$ |
63 |
|
$ |
6,793 |
|
|
|
Nine Month Period Ended September 30, 2003 |
|
||||||||||
|
|
Core Banking Operations |
|
Administrative Services |
|
Trust Services |
|
Combined Operations |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest income |
|
$ |
20,018 |
|
|
|
|
|
$ |
20,018 |
|
||
Provision for Loan Losses |
|
1,750 |
|
|
|
|
|
1,750 |
|
||||
Other operating income |
|
1,812 |
|
$ |
966 |
|
$ |
485 |
|
3,263 |
|
||
Operating expenses |
|
14,518 |
|
881 |
|
568 |
|
15,967 |
|
||||
Provision for income taxes |
|
2,260 |
|
35 |
|
|
|
2,295 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net income (loss) |
|
$ |
3,302 |
|
$ |
50 |
|
$ |
(83 |
) |
$ |
3,269 |
|
The operations of the administrative services positively affect the results of core banking operations by providing a low-cost source of deposits.
10
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
SUMMARY
First Regional Bancorp did not conduct any significant business activities independent of First Regional Bank and the Banks subsidiary, TASC. The following discussion and analysis relates primarily to the Bank.
For a more complete understanding of the Company and its operations reference should be made to the financial statements included in this report and in the Companys Annual Report on Form 10-K for the year ended December 31, 2003. Certain statements in this report on Form 10-Q constitute forward looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact, included herein may constitute forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Important factors that could cause actual results to differ materially from managements expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional Bancorp conducts its operations. For additional information concerning these factors, see Item 1. Business contained in the Companys Annual Report on Form 10-K for the year ended December 31, 2003.
The Company has established various accounting policies which govern the application of accounting principles generally accepted in the United States of America in the preparation of the Companys financial statements. Certain accounting policies involve significant judgments and assumptions by management which have a material impact on the carrying value of assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company. The Company believes the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its condensed consolidated financial statements. In estimating the allowance for loan losses, management utilizes historical experience as well as other factors including the effect of changes in the local real estate market on collateral values, the effect on the loan portfolio of current economic indicators and their probable impact on borrowers and increases or decreases in nonperforming and impaired loans. Changes in these factors may cause managements estimate of the allowance to increase or decrease and result in adjustments to the Companys provision for loan losses.
As of September 30, 2004 total assets were $1,070,507,000 compared to $775,302,000 at December 31, 2003, an increase of $295,205,000 or 38.1% and the September 30, 2004 asset level represents a $429,713,000 (67.1%) increase over the $640,794,000 that existed on the same date in 2003. The 2004 asset increase reflects a corresponding increase in total deposits of $285,112,000 or 42.9%, from $663,946,000 at the end of 2003 to $949,058,000 at September 30, 2004. While overall deposits increased, the deposit growth was centered primarily in money market deposits, and noninterest bearing deposits, while time deposits and savings deposits also experienced an increase. There were several changes in the composition of the Banks assets during the first nine months of 2004. The Banks core loan portfolio grew significantly by $268,253,000 during the nine month period, bringing the Banks total loans to $973,579,000 at September 30, 2004 from the December 31, 2003 total of $705,326,000. The Banks loan growth was moderated by the participation to other financial institutions of approximately $17 million in loans during the third quarter of 2004. The combined effect of the substantial increase in loans and the growth in deposits was an increase in the level of total liquid assets (cash and due from banks, Federal funds sold and investment securities). Investment securities decreased by $1.7 million, while cash and cash equivalents (cash and due from banks and
11
Federal funds sold), increased by $24.7 million in order to accommodate the changes that took place in the rest of the balance sheet.
The Company earned net income of $3,192,000 in the three months ended September 30, 2004, compared to earnings of $1,306,000 in the third quarter of 2003. The results for the nine months ended September 30, 2004 was earnings of $6,793,000 compared to net income of $3,269,000 for the corresponding period of 2003, an increase of 107.8%.
NET INTEREST INCOME
Net interest income is the excess of interest income earned on interest-earning assets over interest expense incurred on interest-bearing liabilities. Interest income or expense are determined by the average volume of interest-bearing assets or liabilities, and the average rate of interest earned or paid on those assets or liabilities. As was the case during 2003, the first nine months of 2004 the Companys continued growth efforts resulted in an increase in interest earning assets, including loans. The Banks core loan portfolio increased significantly during the first nine months of 2004. The 2004 asset growth reflects a corresponding increase in total deposits resulting from an increase in full service bank branches during 2003 and an increase in personnel in 2003 and 2004.
Total interest income increased by $6,110,000 (74%) for the third quarter of 2004 compared to the same period in 2003, and increased by $14,786,000 (66%) for the nine month period ended September 30, 2004 compared to the prior year as total earning assets were substantially higher (64%) in 2004 than in 2003. The majority of the increase in interest income arises from a substantial increase of $6,129,000 (75%) in interest on loans from $8,214,000 for the three months ended September 30, 2003 compared to $14,343,000 for the same period in 2004. Although there was an increase in the loan portfolio of $406,838,000 (72%) from September 30, 2003 to September 30, 2004, the interest income increase was also affected by the Federal Reserves series of interest rate increases. For the three months ended September 30, 2004 interest expense on deposits increased by $799,000 (109%) to $1,532,000 from the 2003 level of $733,000 and for the nine months ended September 30, 2004 interest expense on deposits increased by $1,801,000 (95%) to $3,696,000 from the 2003 level of $1,895,000 due to an increase in total deposits of $362,740,000 (62%) from September 30, 2003 to September 30, 2004. The increases in deposits were primarily in noninterest bearing demand deposit accounts, money market deposits and time deposits, while savings deposits increased slightly. For the three months ended September 30, 2004 interest expense on subordinated debentures increased by $335,000 (236%), to $477,000 from the 2003 level of $142,000 due to an increase of $22,672,000 in subordinated debentures at September 30, 2004 compared the end of September 30, 2003. For the nine months ended September 30, 2004 interest expense on subordinated debentures increased by $856,000 (190%), to $1,306,000 from the 2003 level of $450,000 due to the increase in subordinated debentures compared to the prior year. The net result was an increase in net interest income of $4,868,000 (66%), from $7,426,000 in the third quarter of 2003 to $12,294,000 for the third quarter of 2004 and an increase in net interest income of $11,806,000 (59%), from $20,018,000 for the nine months ended September 30, 2003 to $31,824,000 for the first nine months of 2004.
Interest Rates and Interest Differential
The following table sets forth the average balances outstanding for major categories of interest earning assets and interest bearing liabilities and the average interest rates earned and paid thereon:
|
|
For Three Month Period Ended September 30, |
|
||||||||||||||
|
|
2004 |
|
2003 |
|
||||||||||||
|
|
Average Balance |
|
Interest Income(2) |
|
Average Yield/ Rate % |
|
Average Balance |
|
Interest Income(2) |
|
Average Yield/ Rate % |
|
||||
|
|
(Dollars in Thousands) |
|
||||||||||||||
Interest Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans(1) |
|
$ |
941,460 |
|
$ |
14,343 |
|
6.1% |
|
$ |
528,411 |
|
$ |
8,214 |
|
6.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing deposits in financial institutions |
|
3,289 |
|
9 |
|
1.1% |
|
3,002 |
|
8 |
|
1.1% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment Securities |
|
3,881 |
|
13 |
|
1.3% |
|
4,016 |
|
11 |
|
1.1% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal Funds Sold |
|
13,164 |
|
47 |
|
1.4% |
|
27,970 |
|
69 |
|
1.0% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest Earning Assets |
|
$ |
961,794 |
|
$ |
14,412 |
|
6.0% |
|
$ |
563,399 |
|
$ |
8,302 |
|
5.9% |
|
12
|
|
For Three Month Period Ended September 30, |
|
||||||||||||||
|
|
2004 |
|
2003 |
|
||||||||||||
|
|
Average Balance |
|
Interest Expense |
|
Average Yield/ Rate % |
|
Average Balance |
|
Interest Expense |
|
Average Yield/ Rate % |
|
||||
|
|
(Dollars in Thousands) |
|
||||||||||||||
Interest Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Savings deposits |
|
$ |
37,547 |
|
$ |
40 |
|
0.4% |
|
$ |
29,472 |
|
$ |
27 |
|
0.4% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts |
|
390,097 |
|
968 |
|
1.0% |
|
220,406 |
|
375 |
|
0.7% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits |
|
142,720 |
|
524 |
|
1.5% |
|
92,851 |
|
331 |
|
1.4% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated debentures |
|
35,559 |
|
477 |
|
5.4% |
|
12,887 |
|
142 |
|
4.4% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FHLB advances and other Borrowings |
|
27,977 |
|
109 |
|
1.6% |
|
626 |
|
1 |
|
0.6% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest Bearing Liabilities |
|
$ |
633,900 |
|
$ |
2,118 |
|
1.3% |
|
$ |
356,242 |
|
$ |
876 |
|
1.0% |
|
(1) This figure reflects total loans, including non-accrual loans, and is not net of the allowance for losses, which had an average balance in the third quarter of $9,545,000 in 2004 and $6,408,000 in 2003.
(2) Includes loan fees in the third quarter of $1,332,000 in 2004 and $974,000 in 2003.
|
|
For Nine Month Period Ended September 30, |
|
||||||||||||||
|
|
2004 |
|
2003 |
|
||||||||||||
|
|
Average Balance |
|
Interest Income(2) |
|
Average Yield/ Rate % |
|
Average Balance |
|
Interest Income(2) |
|
Average Yield/ Rate % |
|
||||
|
|
(Dollars in Thousands) |
|
||||||||||||||
Interest Earning Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loans(1) |
|
$ |
842,232 |
|
$ |
37,031 |
|
5.9% |
|
$ |
479,994 |
|
$ |
22,162 |
|
6.2% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing deposits in financial institutions |
|
3,089 |
|
25 |
|
1.1% |
|
913 |
|
8 |
|
1.2% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment Securities |
|
3,208 |
|
26 |
|
1.1% |
|
5,036 |
|
45 |
|
1.2% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Federal Funds Sold |
|
12,710 |
|
110 |
|
1.2% |
|
23,300 |
|
191 |
|
1.1% |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest Earning Assets |
|
$ |
861,239 |
|
$ |
37,192 |
|
5.8% |
|
$ |
509,243 |
|
$ |
22,406 |
|
5.9% |
|
13
|
|
For Nine Month Period Ended September 30, |
|
||||||||||||||
|
|
2004 |
|
2003 |
|
||||||||||||
|
|
Average Balance |
|
Interest Expense |
|
Average Yield/ Rate % |
|
Average Balance |
|
Interest Expense |
|
Average Yield/ Rate % |
|
||||
|
|
(Dollars in Thousands) |
|
||||||||||||||
Interest Bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Savings deposits |
|
$ |
34,996 |
|
$ |
98 |
|
0.4 |
% |
$ |
27,471 |
|
$ |
75 |
|
0.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market accounts |
|
325,246 |
|
2,132 |
|
0.9 |
% |
207,095 |
|
1,066 |
|
0.7 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits |
|
141,275 |
|
1,466 |
|
1.4 |
% |
70,876 |
|
754 |
|
1.4 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Subordinated debentures |
|
35,559 |
|
1,306 |
|
4.9 |
% |
12,887 |
|
450 |
|
4.7 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
FHLB advances and other Borrowings |
|
41,927 |
|
366 |
|
1.2 |
% |
4,687 |
|
43 |
|
1.2 |
% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total Interest Bearing Liabilities |
|
$ |
579,003 |
|
$ |
5,368 |
|
1.2 |
% |
$ |
323,016 |
|
$ |
2,388 |
|
1.0 |
% |
(1) This figure reflects total loans, including non-accrual loans, and is not net of the allowance for losses, which had an average balance in the first nine months of $8,802,000 in 2004 and $5,992,000 in 2003.
(2) Includes loan fees in the first nine months of $3,569,000 in 2004 and $2,212,000 in 2003.
The following table shows the net interest earnings and the net yield on average interest earning assets:
|
|
For the Three Month Period Ended September 30, |
|
For the Nine Month Period Ended September 30, |
|
||||||||
|
|
2004 |
|
2003 |
|
2004 |
|
2003 |
|
||||
|
|
(Dollars in Thousands) |
|
||||||||||
Total interest income(1) |
|
$ |
14,412 |
|
$ |
8,302 |
|
$ |
37,192 |
|
$ |
22,406 |
|
|
|
|
|
|
|
|
|
|
|
||||
Total interest expense |
|
2,118 |
|
876 |
|
5,368 |
|
2,388 |
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Net interest earnings |
|
$ |
12,294 |
|
$ |
7,426 |
|
$ |
31,824 |
|
$ |
20,018 |
|
|
|
|
|
|
|
|
|
|
|
||||
Average interest earning assets |
|
$ |
961,794 |
|
$ |
563,399 |
|
$ |
861,239 |
|
$ |
509,243 |
|
|
|
|
|
|
|
|
|
|
|
||||
Average interest bearing liabilities |
|
633,900 |
|
$ |
356,242 |
|
$ |
579,003 |
|
$ |
323,016 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net yield on average interest earning assets |
|
5.1 |
% |
5.3 |
% |
4.9 |
% |
5.2 |
% |
(1) Includes loan fees in the third quarter of $1,332,000 in 2004 and $974,000 in 2003 and first nine months of $3,569,000 in 2004 and $2,212,000 in 2003.
14
The following table sets forth changes in interest income and interest expense. The net change as shown in the column Net Increase (Decrease) is segmented into the change attributable to variations in volume and the change attributable to variations in interest rates. Non-performing loans are included in average loans.
|
|
Increase (Decrease) For the Three Month Periods Ended September 30, 2004 over 2003 |
|
Increase (Decrease) For the Nine Month Periods Ended September 30, 2004 over 2003 |
|
||||||||||||||
|
|
Volume |
|
Rate |
|
Net |
|
Volume |
|
Rate |
|
Net |
|
||||||
|
|
(Dollars in Thousands) |
|
||||||||||||||||
Interest Income(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans(2) |
|
$ |
6,289 |
|
$ |
(160 |
) |
$ |
6,129 |
|
$ |
15,873 |
|
$ |
(1,004 |
) |
$ |
14,869 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing deposits in financial institutions |
|
1 |
|
0 |
|
1 |
|
17 |
|
0 |
|
17 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Federal Funds sold |
|
(142 |
) |
120 |
|
(22 |
) |
(92 |
) |
11 |
|
(81 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Investment securities |
|
0 |
|
2 |
|
2 |
|
(15 |
) |
(4 |
) |
(19 |
) |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total Interest Earning Assets |
|
$ |
6,148 |
|
$ |
(38 |
) |
$ |
6,110 |
|
$ |
15,783 |
|
$ |
(997 |
) |
$ |
14,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest Expense(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Savings |
|
$ |
8 |
|
$ |
5 |
|
$ |
13 |
|
$ |
21 |
|
$ |
2 |
|
$ |
23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Money market |
|
372 |
|
221 |
|
593 |
|
721 |
|
345 |
|
1,066 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Time |
|
183 |
|
10 |
|
193 |
|
730 |
|
(18 |
) |
712 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Subordinated debentures |
|
298 |
|
37 |
|
335 |
|
832 |
|
24 |
|
856 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FHLB advances and other Borrowings |
|
105 |
|
3 |
|
108 |
|
325 |
|
(2 |
) |
323 |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total interest bearing liabilities |
|
$ |
966 |
|
$ |
276 |
|
$ |
1,242 |
|
$ |
2,629 |
|
$ |
351 |
|
$ |
2,980 |
|
(1) The change in interest due to both rate and volume has been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each.
(2) Includes loan fees in the third quarter of $1,332,000 in 2004 and $974,000 in 2003 and first nine months of $3,569,000 in 2004 and $2,212,000 in 2003.
OTHER OPERATING INCOME
Other operating income increased to $1,333,000 in the third quarter of 2004 from $1,129,000 in the three months ended September 30, 2003. For the first nine months of 2004 other operating income also increased to $3,885,000 from $3,263,000 for the first nine months of 2003. The Banks Trust Administration Services Corp., a wholly owned subsidiary that provides administrative and custodial services to self-directed retirement
15
plans, had revenue which increased to $418,000 for the third quarter of 2004 and $1,211,000 for the nine months ended September 30, 2004 in contrast with $347,000 in the third quarter of 2003 and $966,000 in the first nine months of 2003. The increase in TASC revenue relates to both an increase in the structure of fees charged to customers and an increase in the number of customer accounts as a result of an aggressive marketing program. The Banks merchant services operation, which provides credit card deposit and clearing services to retailers and other credit card accepting businesses, had revenue that totaled $288,000 for the third quarter of 2004 and $833,000 for the nine months ended September 30, 2004 in contrast with $260,000 for the third quarter of 2003 and $717,000 for the nine months ended September 30, 2003. The Banks Trust Department that provides trust services for living trusts, investment agency accounts, IRA rollovers, and all forms of court-related matters, had revenue of $691,000 in the first nine months of 2004 and revenue of $485,000 during the first nine months of 2003. During the first nine months of 2003 $4,000 in gains and $11,000 in losses on sales of premises and equipment were realized. No gains or losses were realized on sales of premises and equipment in the first nine months of 2004. No gains or losses on securities sales were realized in the first nine months of 2004 or 2003.
LOAN PORTFOLIO AND PROVISION FOR LOAN LOSSES
The loan portfolio consisted of the following at September 30, 2004 and December 31, 2003:
|
|
September 30, 2004 |
|
December 31, 2003 |
|
||
|
|
(Dollars in Thousands) |
|
||||
Commercial loans |
|
$ |
124,156 |
|
$ |
113,563 |
|
Real estate construction loans |
|
118,772 |
|
90,596 |
|
||
Real estate loans |
|
737,816 |
|
501,317 |
|
||
Government guaranteed loans |
|
6,924 |
|
9,398 |
|
||
Other loans |
|
1,983 |
|
2,232 |
|
||
|
|
|
|
|
|
||
Total loans |
|
989,651 |
|
717,106 |
|
||
|
|
|
|
|
|
||
Less - Allowances for loan losses |
|
10,084 |
|
7,660 |
|
||
- Deferred loan fees |
|
5,988 |
|
4,120 |
|
||
|
|
|
|
|
|
||
Net loans |
|
$ |
973,579 |
|
$ |
705,326 |
|
The allowance for loan losses is intended to reflect the known and unknown risks which are inherent in a loan portfolio. The adequacy of the allowance for loan losses is continually evaluated in light of many factors, including loan loss experience and current economic conditions. The allowance for loan losses is increased by provisions for loan losses, and is decreased by net charge-offs. Management believes the allowance for loan losses is adequate in relation to both existing and potential risks in the loan portfolio.
In determining the adequacy of the allowance for loan losses, management considers such factors as historical loan loss experience, known problem loans, evaluations made by bank regulatory authorities, assessment of economic conditions and other appropriate data to identify the risks in the loan portfolio.
The first major element includes a detailed analysis of the loan portfolio in two phases. The first phase is conducted in accordance with SFAS No. 114, Accounting by Creditors for the Impairment of a Loan., as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures. Individual loans are reviewed to identify loans for impairment. A loan is impaired when principal and interest are deemed uncollectable in accordance with the original contractual terms of the loan. Impairment is measured as either the expected future cash flows discounted at each loans effective interest rate, the fair value of the loans collateral if the loan is collateral dependent, or an observable market price of the loan (if one exists). Upon measuring the impairment, the Bank will ensure an appropriate level of allowance is present or established.
16
Central to the first phase and the Banks credit risk management is its loan risk rating system. The originating credit officer assigns borrowers an initial risk rating, which is based primarily on a thorough analysis of each borrowers financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and credit administration personnel for deterioration in a borrowers financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary.
Based on the risk rating system specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates the probability that a loss has been incurred. Management performs a detailed analysis of these loans, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral and assessment of the guarantors. Management then determines the inherent loss potential and allocates a portion of the allowance for losses as a specific allowance for each of these credits.
The second phase is conducted by evaluating or segmenting the remainder of the loan portfolio into groups or pools of loans with similar characteristics in accordance with SFAS No. 5, Accounting for Contingencies. In this second phase, groups or pools of homogeneous loans are reviewed to determine a portfolio allowance. Additionally groups of non-homogeneous loans, such as construction loans are also reviewed to determine a portfolio allowance. The risk assessment process in this case emphasizes trends in the different portfolios for delinquency, loss, and other-behavioral characteristics of the subject portfolios.
The second major element in the Banks methodology for assessing the appropriateness of the allowance consists of managements considerations of all known relevant internal and external factors that may affect a loans collectibility. This includes managements estimates of the amounts necessary for concentrations, economic uncertainties, the volatility of the market value of collateral, and other relevant factors. The relationship of the two major elements of the allowance to the total allowance may fluctuate from period to period.
When considered necessary by management, the Bank also establishes special reserves to reflect unusual conditions that could impact the repayment performance of the Banks borrowers. In 2001, for example, the bank established special reserves relating to Californias energy crisis and the economic recession. In 2002, Management concluded that these factors would no longer influence borrower performance, and the associated reserves were discontinued.
Reflecting the Companys ongoing analysis of the risks presented by its loan portfolio, the allowance for losses was $10,084,000 and $7,660,000 (or 1.02% and 1.07% of gross outstanding loans) at September 30, 2004 and December 31, 2003 respectively. Provisions for loan losses were $1,100,000 and $2,902,000 for the three and nine month period ended September 30, 2004, compared to $1,000,000 and $1,750,000 for the same periods of 2003. For the three and nine months ended September 30, 2004, the Company experienced net loan charge-offs of $0 and $515,000, respectively; by comparison, for the three and nine month periods ended September 30, 2003 the Company experienced net loan charge-offs of $250,000 and $250,000. The Company had loan recoveries of $113,000 and $0 during the nine months ended September 30, 2004 and 2003.
For the quarter ended September 30, 2004 the Company has identified loans having an aggregate average balance of $76,000 which it concluded were impaired under SFAS No. 114. The Companys policy is generally to discontinue the accrual of interest income on impaired loans, and to recognize income on such loans only after the loan principal has been repaid in full and to establish a loan loss reserve for each of the impaired loans which at September 30, 2004 totaled $15,000 for the loans as a group.
OPERATING EXPENSES
Overall operating expenses increased in the first nine months of 2004 compared to the same period of 2003. Operating expenses rose to a total of $7,075,000 for the third quarter of 2004 from $5,335,000 for the three months ended September 30, 2003. For the
17
nine months ended September 30, 2004 operating expenses totaled $21,211,000, an increase from $15,967,000 for the corresponding period in 2003.
Salary and related benefits increased by $996,000, rising from a total of $3,456,000 for the third quarter of 2003 to $4,452,000 for the same period in 2004, and also rose for the nine months ended September 30, 2004 to $13,693,000 from $10,122,000 for the same period in 2003. The increase principally reflects increases in staffing which took place during 2003 and 2004 in the regional offices and also reflects employee salary adjustments. Occupancy expense rose to $427,000 for the three months ended September 30, 2004 from $381,000 in the third quarter of 2003, the increase reflects the rent paid on the various facilities which house the Banks regional offices and additional space at the Banks headquarters. Total other operating expenses rose in 2004 compared to the prior year, increasing from $4,774,000 for the first nine months of 2003 to $6,238,000 for the same period of 2004. The third quarter expenses increased from $1,498,000 in 2003 to $2,196,000 for the same period of 2004.
The combined effects of the above-described factors resulted in income before taxes of $5,452,000 for the three months ended September 30, 2004 compared to $2,220,000 for the third quarter of 2003. For the nine months ended September 30, 2004 income before taxes is $11,596,000 compared to $5,564,000 for the first nine months of the prior year. In the third quarter, the Companys provision for taxes increased from $914,000 in 2003 to $2,260,000 in 2004. For the nine months ended September 30, 2004 the provision was $4,803,000 compared to $2,295,000 in 2003. This brought net income for the third quarter of 2004 to $3,192,000 compared to $1,306,000 for the same period in 2003. For the nine months ended September 30, net income in 2004 was $6,793,000, while 2003 net income through September 30 was $3,269,000.
LIQUIDITY, SOURCES OF FUNDS, AND CAPITAL RESOURCES
The Companys financial position remains adequately liquid. Total liquid assets (cash and due from banks, investment securities, federal funds sold and interest bearing deposits in financial institutions) stood at 7.8% of total deposits at September 30, 2004. This level represents a slight increase from the 7.6% liquidity level which existed on December 31, 2003. In addition, at September 30, 2004 some $6.9 million of the Banks total loans consisted of government guaranteed loans, which represent an additional source of liquidity due to the active secondary markets which exist for these assets. The Banks liquidity posture is further enhanced by the availability of substantial borrowing facilities from the Federal Home Loan Bank and correspondent banks. The ratio of net loans (including government guaranteed loans) to deposits was 102.6% and 106.2% as of September 30, 2004 and December 31, 2003, respectively.
Total shareholders equity was $58,400,000 and $35,032,000 as of September 30, 2004 and December 31, 2003, respectively. The Company completed a private placement during the first quarter of 2004 and issued 583,645 shares of common stock and increased equity by net proceeds of $16,395,000. The Companys and the Banks capital ratios for those dates in comparison with regulatory capital requirements were as follows:
|
|
September 30, 2004 |
|
December 31, 2003 |
|
Leverage Ratio (Tier I Capital to Average Assets): |
|
|
|
|
|
Regulatory requirement |
|
4.00 |
% |
4.00 |
% |
Company |
|
7.58 |
% |
6.60 |
% |
Bank |
|
8.98 |
% |
8.80 |
% |
The regulatory requirement listed represents the level of capital required for Adequately Capitalized status.
In addition, bank regulators have issued risk-adjusted capital guidelines which assign risk weighting to assets and off-balance sheet items and place increased emphasis on common equity. The Companys and the Banks risk adjusted capital ratios for the dates listed in comparison with the risk adjusted regulatory capital requirements were as follows:
18
|
|
September 30, 2004 |
|
December 31, 2003 |
|
Tier I Capital to Risk-weighted Assets: |
|
|
|
|
|
Regulatory requirement |
|
4.00 |
% |
4.00 |
% |
Company |
|
7.97 |
% |
6.80 |
% |
Bank |
|
9.44 |
% |
9.10 |
% |
|
|
September 30, 2004 |
|
December 31, 2003 |
|
Tier I + Tier II Capital to Risk-weighted Assets: |
|
|
|
|
|
Regulatory requirement |
|
8.00 |
% |
8.00 |
% |
Company |
|
10.61 |
% |
10.30 |
% |
Bank |
|
10.49 |
% |
10.20 |
% |
At September 30, 2004, the Company and the Bank exceeded the minimum risk-based capital ratios and leverage ratio required to be well capitalized. The Company and the Bank believe that it will continue to meet all applicable capital standards.
INFLATION
The impact of inflation on the Company differs significantly from other industries, since virtually all of its assets and liabilities are monetary. During periods of rising inflation, companies with net monetary assets will always experience a reduction in purchasing power. Inflation continues to have an impact on salary, supply, and rent expenses, but the rate of inflation in general and its impact on these expenses in particular has remained moderate in recent years.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
There were no material changes outside of the ordinary course of our business in our contractual obligations during the quarter ended September 30, 2004.
BORROWINGS
Convertible Subordinated Debentures
On October 30, 2003, the Company sold $15 million aggregate principal amount of convertible subordinated debentures due 2023 in a private placement. The debentures bear interest at a rate of 6 percent per annum and are convertible into the Companys common stock at a conversion price of $27.50 per share. The debentures are senior to the Companys junior subordinated deferrable debentures but are subordinate to the Companys other existing and future senior indebtedness. The debentures are redeemable at the option of the Company, in whole or in part, at 106% of the principal amount (plus accrued interest) between October 30, 2006 and October 29, 2007; and at 100% of the principal amount (plus accrued interest) on or after October 30, 2007. In addition, the debentures are redeemable at the option of the Company at 100% of the principal amount (plus accrued interest) if, at any time, the average closing price (or, for any day on which there are no trades, the average of the closing bid and ask prices) of the common stock for any 30 consecutive trading days is $38.50 or higher.
Junior Subordinated Deferrable Debentures
During 2001, 2002 and 2004, the Company established Trust I, Trust II and Trust III (the Trusts), statutory business trusts and wholly owned subsidiaries of the Company. The Trusts were formed for the sole purpose of issuing securities and investing the proceeds thereof in obligations of the Company and engaging in certain other limited activities. The Trusts issued Cumulative Preferred Capital Securities (the Trust Securities) in private placement transactions, which represent undivided preferred beneficial interests in the assets of the Trusts. Simultaneously, the Trusts purchased Junior Subordinated Deferrable Debentures totaling $20,619,000 at September 30, 2004 and $12,887,000 at December 31, 2003 (the Debentures) from the Company. The Company then invested the net proceeds of the sale of the Debentures in the Bank as additional paid-in capital to support the Banks future growth. The structure of these transactions enabled the Company
19
to obtain additional Tier 1 capital for regulatory reporting purposes while permitting the Company to deduct the payment of future cash distributions for tax purposes. The debentures, must be redeemed within 30 years and are recorded in the liability section of the consolidated statement of financial condition in accordance with accounting principles generally accepted in the United States of America even though they are treated as capital for regulatory purposes. Holders of the debentures are entitled to receive cumulative cash distributions, payable quarterly in arrears, equal to three-month LIBOR plus an interest factor, not to exceed 11.90% during the first five years.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Because customer deposits are the Companys principal funding source outside of its capital, management has attempted to match rates and maturities of its deposits with its investment and loan portfolios as part of its liquidity and asset and liability management policies. The objective of these policies is to limit the fluctuations of net interest income resulting from interest rate changes. The table which follows indicates the repricing or maturity characteristics of the major categories of the Banks assets and liabilities as of September 30, 2004, and thus the relative sensitivity of the Banks net interest income to changes in the overall level of interest rates.
(In Thousands) |
|
||||||||||||||||
|
|
|
|
|
|
One month |
|
Six months |
|
One year |
|
|
|
Non-interest |
|
|
|
|
|
Floating |
|
Less than |
|
but less than |
|
but less than |
|
but less than |
|
Five years |
|
earning |
|
|
|
Category |
|
Rate |
|
one month |
|
six months |
|
one year |
|
five years |
|
or more |
|
or bearing |
|
Total |
|
Fed funds sold |
|
430 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
430 |
|
Time deposits with other banks |
|
0 |
|
0 |
|
0 |
|
3,194 |
|
30 |
|
0 |
|
0 |
|
3,224 |
|
Investment securities |
|
0 |
|
0 |
|
2,744 |
|
0 |
|
0 |
|
0 |
|
0 |
|
2,744 |
|
Subtotal |
|
430 |
|
0 |
|
2,744 |
|
3,194 |
|
30 |
|
0 |
|
0 |
|
6,398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
969,037 |
|
284 |
|
3,050 |
|
73 |
|
1,135 |
|
0 |
|
0 |
|
973,579 |
|
Total earning assets |
|
969,467 |
|
284 |
|
5,794 |
|
3,267 |
|
1,165 |
|
0 |
|
0 |
|
979,977 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
67,320 |
|
67,320 |
|
Premises and equipment |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
2,580 |
|
2,580 |
|
Other real estate owned |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Other assets |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
20,630 |
|
20,630 |
|
Total non-earning assets |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
90,530 |
|
90,530 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
969,467 |
|
284 |
|
5,794 |
|
3,267 |
|
1,165 |
|
0 |
|
90,530 |
|
1,070,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds purchased |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Advances from FHLB |
|
0 |
|
20,000 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
20,000 |
|
Repurchase agreements |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
Subtotal |
|
0 |
|
20,000 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
20,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits |
|
35,568 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
35,568 |
|
Money market deposits |
|
412,639 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
412,639 |
|
Time deposits |
|
0 |
|
52,910 |
|
75,340 |
|
8,024 |
|
5,761 |
|
0 |
|
0 |
|
142,035 |
|
Subordinated Debentures |
|
0 |
|
0 |
|
20,619 |
|
0 |
|
0 |
|
14,940 |
|
0 |
|
35,559 |
|
Total interest bearing liabilities |
|
448,207 |
|
72,910 |
|
95,959 |
|
8,024 |
|
5,761 |
|
14,940 |
|
0 |
|
645,801 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
358,816 |
|
358,816 |
|
Other liabilities |
|
600 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
6,890 |
|
7,490 |
|
Equity capital |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
58,400 |
|
58,400 |
|
Total non-interest bearing liabilities and equity capital |
|
600 |
|
0 |
|
0 |
|
0 |
|
0 |
|
0 |
|
424,106 |
|
424,706 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity capital |
|
448,807 |
|
72,910 |
|
95,959 |
|
8,024 |
|
5,761 |
|
14,940 |
|
424,106 |
|
1,070,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP |
|
520,660 |
|
(72,626 |
) |
(90,165 |
) |
(4,757 |
) |
(4,596 |
) |
(14,940 |
) |
(333,576 |
) |
0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP |
|
520,660 |
|
448,034 |
|
357,869 |
|
353,112 |
|
348,516 |
|
333,576 |
|
0 |
|
0 |
|
20
As the table indicates, the vast majority of the Companys assets are either floating rate or, if fixed rate, have short maturities. Since the yields on these assets quickly adjust to reflect changes in the overall level of interest rates, there are no significant unrealized gains or losses with respect to the Companys assets, nor is there much likelihood of large realized or unrealized gains or losses developing in the future.
The Banks investment portfolio continues to be composed of high quality, low risk securities, primarily U.S. Treasury or Agency securities. As mentioned above, no gains or losses were recorded on securities sales in the first nine months of 2004 or 2003. As of September 30, 2004 the Companys investment portfolio contained unrealized gains of $1,000 and no unrealized losses. As of September 30, 2003 the Companys investment portfolio contained no unrealized gains or losses. Because the Companys holdings of securities are intended to serve as a source of liquidity should conditions warrant, the securities have been classified by the Company as available for sale.
ITEM 4. CONTROLS AND PROCEDURES
The Company maintains controls and procedures designed to ensure that information is recorded and reported in all filings of financial reports. Such information is reported to the Companys management, including its Chief Executive Officer and its Chief Financial Officer, to allow timely and accurate disclosure based on the definition of disclosure controls and procedures in Rule 13a-15(e). In designing these controls and procedures, management recognizes that they can only provide reasonable assurance of achieving the desired control objectives. Management also evaluated the cost-benefit relationship of possible controls and procedures.
As of the end of the period covered by this report, the Companys Senior Management carried out an evaluation of the effectiveness of the Companys disclosure controls and procedures under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer. Based on the foregoing, the Companys Chief Executive Officer and the Chief Financial Officer conclude that the Companys disclosure controls and procedures were effective as of the end of the period covered by this report.
During managements evaluation of the effectiveness of the Companys disclosure controls and procedures, as described above, management did not identify any change in the Companys internal control over financial reporting that occurred during the fiscal quarter ended September 30, 2004 that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
21
Litigation
In the ordinary course of business, the Company and the Bank are involved in litigation. Management does not expect the ultimate outcome of any pending legal proceedings to have a material effect on the Companys financial position or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted for shareholder vote.
In the third quarter of 2004 the FDIC conducted a Community Reinvestment Act (CRA) examination of the Bank. This was the Banks first CRA examination under the stricter Large Bank standards and the Bank received a Needs to Improve CRA rating. Institutions in this group need to improve their overall record of helping to meet the credit needs of their assessment areas, including low- and moderate-income neighborhoods, in a manner consistent with their resources and capabilities. In response, the Banks board of directors has adopted a comprehensive action plan to achieve full compliance with the Community Reinvestment Act as soon as practicable. The Company does not expect the Banks CRA rating to have a material adverse effect on its financial condition or results of operations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. |
|
Description |
|
|
|
31.1 |
|
Certification of the Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
31.2 |
|
Certification of the Corporate Secretary furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
31.3 |
|
Certification of the Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
32 |
|
Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act |
(b) Reports on Form 8-K
On July 13, 2004, the Company furnished a press release pursuant to Items 7 and 12 of Form 8-K, announcing financial results for the three months and six months ended June 30, 2004.
Items 2 and 3 of Part II of Form 10-Q are not applicable and have been omitted.
22
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.
|
FIRST REGIONAL BANCORP |
|
|
|
|
|
|
|
Date: November 15, 2004 |
/s/ Jack A. Sweeney |
|
|
Jack A. Sweeney, Chairman of the Board and Chief Executive Officer |
|
|
|
|
|
|
|
Date: November 15, 2004 |
/s/ Thomas E. McCullough |
|
|
Thomas E. McCullough, Corporate Secretary |
|
|
|
|
|
|
|
Date: November 15, 2004 |
/s/ Elizabeth Thompson |
|
|
Elizabeth Thompson, Chief Financial Officer |
Exhibit Index
|
Description |
|
|
|
|
31.1 |
|
Certification of the Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
31.2 |
|
Certification of the Corporate Secretary furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
31.3 |
|
Certification of the Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act |
|
|
|
32 |
|
Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act |