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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

Registrant’s 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 issuer’s 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

 

 

 

 

Part I - Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Condensed Consolidated Statements of Financial Condition (unaudited)

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings (unaudited)

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows (unaudited)

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements (unaudited)

 

 

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

 

Part II - Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

 

 

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

 

 

Item 5.

Other Information

 

 

 

 

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

 

 

 

Signatures

 

 

 

2



 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

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 Company’s 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 Company’s 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 Company’s 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 Company’s 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 entity’s activities or is entitled to receive a majority of the entity’s 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 Company’s 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 segment’s primary sources of revenue are interest income from loans and investment securities and fees earned in connection with loans and deposits.  This segment’s principal expenses consist of personnel, interest paid on deposits, and other general and administrative expenses.  Our core banking services also include the Bank’s 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 Bank’s 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 segment’s 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 segment’s 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.  MANAGEMENT’S 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 Bank’s 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 Company’s 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 management’s 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 Company’s 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 Company’s 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 management’s estimate of the allowance to increase or decrease and result in adjustments to the Company’s 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 Bank’s assets during the first nine months of 2004.  The Bank’s core loan portfolio grew significantly by $268,253,000 during the nine month period, bringing the Bank’s total loans to $973,579,000 at September 30, 2004 from the December 31, 2003 total of $705,326,000.  The Bank’s 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 Company’s continued growth efforts resulted in an increase in interest earning assets, including loans.  The Bank’s 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 Reserve’s 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 Bank’s 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 Bank’s 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 Bank’s 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 loan’s effective interest rate, the fair value of the loan’s 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 Bank’s 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 borrower’s 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 borrower’s 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 Bank’s methodology for assessing the appropriateness of the allowance consists of management’s considerations of all known relevant internal and external factors that may affect a loan’s collectibility. This includes management’s 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 Bank’s borrowers.  In 2001, for example, the bank established special reserves relating to California’s 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 Company’s 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 Company’s 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 Bank’s regional offices and additional space at the Bank’s 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 Company’s 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 Company’s 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 Bank’s 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 Bank’s 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 Company’s and the Bank’s 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 Company’s and the Bank’s 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 Company’s common stock at a conversion price of $27.50 per share. The debentures are senior to the Company’s junior subordinated deferrable debentures but are subordinate to the Company’s 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 Bank’s 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 Company’s 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 Bank’s assets and liabilities as of September 30, 2004, and thus the relative sensitivity of the Bank’s 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 Company’s 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 Company’s assets, nor is there much likelihood of large realized or unrealized gains or losses developing in the future.

 

The Bank’s 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 Company’s investment portfolio contained unrealized gains of $1,000 and no unrealized losses.  As of September 30, 2003 the Company’s investment portfolio contained no unrealized gains or losses.  Because the Company’s 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 Company’s 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 Company’s Senior Management carried out an evaluation of the effectiveness of the Company’s 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 Company’s Chief Executive Officer and the Chief Financial Officer conclude that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

During management’s evaluation of the effectiveness of the Company’s disclosure controls and procedures, as described above, management did not identify any change in the Company’s 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 Company’s internal control over financial reporting.

 

21



 

PART II - OTHER INFORMATION

 

ITEM 1.  LEGAL PROCEEDINGS

 

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 Company’s financial position or results of operations.

 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

 

No matters were submitted for shareholder vote.

 

ITEM 5.  OTHER INFORMATION

 

In the third quarter of 2004 the FDIC conducted a Community Reinvestment Act (CRA) examination of the Bank.  This was the Bank’s 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 Bank’s 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 Bank’s 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



 

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.

 

 

 

 

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

 

 

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