Back to GetFilings.com



 

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

 

March 31, 2005

 

 

 

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

 

4,070,195

Class

 

Outstanding on May 6, 2005

 

 



 

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 6.

Exhibits

 

 

 

 

Signatures

 

 

 

2



 

PART I - FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

FIRST REGIONAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Dollars In Thousands)

(Unaudited)

 

 

 

March 31,
2005

 

December 31,
2004

 

ASSETS

 

 

 

 

 

Cash and due from banks

 

$

61,184

 

$

51,480

 

Federal funds sold

 

12,450

 

68,025

 

Cash and cash equivalents

 

73,634

 

119,505

 

 

 

 

 

 

 

Investment securities, available for sale, at fair value (with amortized cost of $15,081 in 2005 and $3,434 in 2004)

 

15,079

 

3,434

 

Interest-bearing deposits in financial institutions

 

3,249

 

3,236

 

Loans, net of allowance for losses of $13,355 in 2005 and $11,825 in 2004

 

1,237,975

 

1,144,229

 

Premises and equipment, net of accumulated depreciation

 

3,632

 

3,091

 

Accrued interest receivable and other assets

 

32,995

 

32,623

 

 

 

 

 

 

 

Total Assets

 

$

1,366,564

 

$

1,306,118

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Deposits:

 

 

 

 

 

Noninterest bearing

 

$

428,534

 

$

361,873

 

Interest bearing:

 

 

 

 

 

Savings deposits

 

35,513

 

38,914

 

Money market deposits

 

463,816

 

437,761

 

Time deposits

 

171,183

 

161,504

 

Total deposits

 

1,099,046

 

1,000,052

 

 

 

 

 

 

 

Federal Home Loan Bank advances

 

130,000

 

176,687

 

Note payable

 

525

 

562

 

Accrued interest payable and other liabilities

 

12,697

 

10,133

 

Subordinated debentures

 

41,238

 

41,238

 

 

 

 

 

 

 

Total Liabilities

 

1,283,506

 

1,228,672

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ Equity:

 

 

 

 

 

Common Stock, no par value, 50,000,000 shares authorized; 4,064,000 and 4,051,000 shares outstanding in 2005 and 2004, respectively

 

48,306

 

47,970

 

Less: Unearned ESOP shares; 56,000 and 59,000 outstanding on 2005 and 2004, respectively

 

(497

)

(533

)

Total common stock, no par value; outstanding 4,008,000 and 3,992,000 in 2005 and 2004

 

47,809

 

47,437

 

Retained earnings

 

35,251

 

30,009

 

Net unrealized losses on available-for-sale securities

 

(2

)

0

 

Total Shareholders’ Equity

 

83,058

 

77,446

 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

1,366,564

 

$

1,306,118

 

 

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
March 31,

 

 

 

2005

 

2004

 

INTEREST INCOME:

 

 

 

 

 

Interest and fees on loans

 

$

20,454

 

$

10,663

 

Interest on investment securities

 

21

 

8

 

Interest on deposits in financial institutions

 

16

 

8

 

Interest on federal funds sold

 

102

 

33

 

Total interest income

 

20,593

 

10,712

 

 

 

 

 

 

 

INTEREST EXPENSE:

 

 

 

 

 

Interest on deposits

 

2,231

 

992

 

Interest on subordinated debentures

 

525

 

375

 

Interest on FHLB advances

 

694

 

145

 

Interest on other borrowings

 

0

 

1

 

Total interest expense

 

3,450

 

1,513

 

 

 

 

 

 

 

Net interest income

 

17,143

 

9,199

 

 

 

 

 

 

 

PROVISION FOR LOAN LOSSES

 

1,200

 

887

 

 

 

 

 

 

 

Net interest income after provision for loan losses

 

15,943

 

8,312

 

 

 

 

 

 

 

OTHER OPERATING INCOME:

 

 

 

 

 

Customer service fees

 

1,366

 

1,162

 

Other, net

 

115

 

157

 

Total other operating income

 

1,481

 

1,319

 

 

 

 

 

 

 

OPERATING EXPENSES:

 

 

 

 

 

Salaries and related benefits

 

5,317

 

4,534

 

Occupancy expense

 

796

 

425

 

Equipment expense

 

216

 

193

 

Promotion expense

 

109

 

77

 

Professional service expense

 

578

 

437

 

Customer service expense

 

307

 

224

 

Supply/communication expense

 

263

 

232

 

Other expenses

 

736

 

719

 

Total operating expenses

 

8,322

 

6,841

 

 

 

 

 

 

 

Income before provision for income taxes

 

9,102

 

2,790

 

 

 

 

 

 

 

PROVISION FOR INCOME TAXES

 

3,860

 

1,128

 

 

 

 

 

 

 

NET INCOME

 

$

5,242

 

$

1,662

 

 

 

 

 

 

 

EARNINGS PER SHARE (Note 2)

 

 

 

 

 

Basic

 

$

1.31

 

$

0.59

 

Diluted

 

$

1.12

 

$

0.50

 

 

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)

 

 

 

Three Months Ended
March 31,

 

 

 

2005

 

2004

 

OPERATING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

5,242

 

$

1,662

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

1,200

 

887

 

Depreciation and amortization

 

194

 

107

 

Accretion of investment security discounts

 

(21

)

(8

)

Net loss on sale/disposal of premises and equipment

 

3

 

0

 

Increase in interest receivable

 

(583

)

(195

)

Increase in interest payable

 

192

 

95

 

Increase in taxes payable

 

6,233

 

827

 

Net decrease (increase) in other assets

 

211

 

(2,163

)

Net (decrease) increase in other liabilities

 

(3,861

)

905

 

 

 

 

 

 

 

Net cash provided by operating activities

 

8,810

 

2,117

 

 

 

 

 

 

 

INVESTING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Increase in investment in time deposits with other financial institutions

 

(13

)

(7

)

Purchases of investment securities

 

(14,076

)

(1,449

)

Proceeds from maturities of investment securities

 

2,450

 

4,050

 

Decrease in guaranteed loans

 

537

 

756

 

Net increase in other loans

 

(95,483

)

(87,946

)

Proceeds from sale of premises and equipment

 

12

 

0

 

Purchases of premises and equipment

 

(750

)

(206

)

 

 

 

 

 

 

Net cash used in investing activities

 

(107,323

)

(84,802

)

 

 

 

 

 

 

FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Net increase in noninterest bearing deposits, money market deposits, and other deposits

 

89,315

 

49,086

 

Net increase in time deposits

 

9,679

 

15,470

 

Decrease in note payable

 

(37

)

(37

)

Decrease in Federal Home Loan Bank advances

 

(46,687

)

(9,500

)

Issuance of subordinated debentures

 

0

 

7,732

 

Proceeds from issuance of common stock, net

 

0

 

16,395

 

Other changes in shareholders’ equity

 

372

 

(140

)

 

 

 

 

 

 

Net cash provided by financing activities

 

52,642

 

79,006

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(45,871

)

(3,679

)

 

 

 

 

 

 

Cash and cash equivalents, beginning of period

 

119,505

 

43,006

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

73,634

 

$

39,327

 

 

 

 

 

 

 

Supplemental Disclosures of Cash Flow Information:

 

 

 

 

 

Interest paid

 

$

3,257

 

$

1,417

 

Income taxes paid

 

$

1,842

 

$

300

 

 

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

March 31, 2005

(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.

 

Certain amounts in the 2004 financial statements have been reclassified to be comparable with the classifications used in the 2005 financial statements.

 

In the opinion of the Company, the interim condensed consolidated financial statements contain all adjustments (which consist 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 2004 annual report on Form 10-K.

 

Stock Compensation Plans

 

At March 31, 2005, the Company had two stock-based employee incentive plans, which are described more fully in Note 11 to the Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004. 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.  No stock options were granted during the first three months of 2005 or 2004.  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.

 

 

 

Three Months Ended

 

 

 

March 31,
2005

 

March 31,
2004

 

 

 

 

 

 

 

Net income to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

As Reported

 

$

5,242,000

 

$

1,662,000

 

Deduct: Total stock-based compensation expense determined under fair value based method for all awards, net of related tax effects

 

(62,000

)

(63,000

)

 

 

 

 

 

 

Pro forma net income

 

$

5,180,000

 

$

1,599,000

 

 

 

 

 

 

 

Basic earnings per share:

 

 

 

 

 

As reported

 

$

1.31

 

$

0.59

 

Pro forma

 

$

1.29

 

$

0.57

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

As reported

 

$

1.12

 

$

0.50

 

Pro forma

 

$

1.11

 

$

0.48

 

 

6



 

Recent Accounting Pronouncements

 

In December 2004, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 123R, Share-Based Payment. This Statement supersedes APB Opinion No. 25, and its related implementation guidance, is a revision of SFAS No. 123, and amends SFAS No. 95, Statement of Cash Flows. This revision of SFAS No. 123 eliminates the ability for public companies to measure share-based compensation transactions at the intrinsic value allowed by APB Opinion No. 25, and requires that such transactions be accounted for based on the grant date fair value of the award. This Statement also amends SFAS No. 95, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid. Under the intrinsic value method allowed under APB Opinion No. 25, the difference between the quoted market price as of the date of the grant and the contractual purchase price of the share is charged to operations over the vesting period, and no compensation expense is recognized for fixed stock options with exercise prices equal to the market price of the stock on the dates of grant. Under the fair value based method as prescribed by SFAS No. 123R, the Company is required to charge the value of all newly granted stock-based compensation to expense over the vesting period based on the computed fair value of the award on the grant date. Additionally, the fair value of the award is to be remeasured subsequently at each reporting date through the settlement date. Changes in fair value during the requisite service period are to be recognized as compensation cost over that period. The Statement does not specify a valuation technique to be used to estimate the fair value but states that the use of option-pricing models such as a lattice model (e.g. a binomial model) or a closed-end model (e.g. the Black-Scholes model) would be acceptable. The revised accounting for stock-based compensation requirements must be adopted no later than the beginning of the first fiscal year beginning after June 15, 2005.

 

The Company will adopt this Standard effective January 1, 2006, using the modified prospective method, recording compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that remain outstanding at the date of adoption. Currently, the Company does not recognize compensation expense for stock-based compensation. Management does not anticipate that this will have a material effect on the Company’s results of operations, financial position or cash flows. Had the Company adopted SFAS No. 123R in prior periods, the impact on net income and earnings per share would have been similar to the pro forma net income and earnings per share in accordance with SFAS No. 123 as previously disclosed.

 

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 during 2004 the 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:

 

7



 

 

 

Three Months Ended March 31, 2005

 

 

 

Income
(Numerator)

 

Weighted
Average
Shares
(Denominator)

 

Per
Share
Amount

 

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

Income available to common shareholders

 

$

5,242,000

 

4,001,000

 

$

1.31

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

Incremental shares from assumed exercise of outstanding options

 

 

 

665,000

 

(0.19

)

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

Income available to common shareholders

 

$

5,242,000

 

4,666,000

 

$

1.12

 

 

 

 

Three Months Ended March 31, 2004

 

 

 

Income
(Numerator)

 

Weighted
Average
Shares
(Denominator)

 

Per Share
Amount

 

 

 

 

 

 

 

 

 

Basic EPS

 

 

 

 

 

 

 

Income available to common shareholders

 

$

1,662,000

 

2,829,000

 

$

0.59

 

 

 

 

 

 

 

 

 

Effect of Dilutive Securities

 

 

 

 

 

 

 

Incremental shares from assumed exercise of outstanding options

 

 

 

200,000

 

(0.04

)

 

 

 

 

 

 

 

 

Incremental shares from assumed conversion of convertible subordinated debentures

 

133,000

 

545,000

 

(0.05

)

 

 

 

 

 

 

 

 

Diluted EPS

 

 

 

 

 

 

 

Income available to common shareholders

 

$

1,795,000

 

3,574,000

 

$

0.50

 

 

NOTE 3 -                       As of March 31, 2005 the Bank had a total of $4,163,000 in standby letters of credit outstanding.  No losses are anticipated as a result of these transactions.

 

NOTE 4 -                       The Company’s comprehensive income includes all items which comprise net income plus the unrealized holding losses on available-for-sale securities.  For the three month periods ended March 31, 2005 and 2004, the Company’s comprehensive income was as follows:

 

 

 

Three Months Ended

 

 

 

March 31,
2005

 

March 31,
2004

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Net Income

 

$

5,242

 

$

1,662

 

Other comprehensive loss

 

(2

)

0

 

 

 

 

 

 

 

Total comprehensive income

 

$

5,240

 

$

1,662

 

 

NOTE 5 -                       Management has evaluated the Company’s overall operation and determined that its business consists of certain reportable business segments as of March 31, 2005 and 2004:  core banking operations, the administrative services in relation to TASC (as defined below), and Trust Services.  The following describes these three business segments:

 

8



 

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 interest paid on deposits, personnel, and other general and administrative expenses.  Core banking services also includes the Bank’s merchant services operations, which provides credit card deposits and clearing services to retailers and other credit card accepting businesses, which generates fee income.

 

Administrative Services - The principal business activity of the Bank’s sudsidiary, Trust Administration Services Corporation (referred to 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 fees, and other general and administrative expenses.

 

Total assets of TASC at March 31, 2005 and December 31, 2004 were $869,000 and $651,000, respectively, and total assets of Trust Services at March 31, 2005 and December 31, 2004 were $51,000 and $55,000, respectively.  The remaining assets reflected on the balance sheets of the Company are associated with the core banking operations.

 

The following table shows the net income (in thousands) for the core banking operations, administrative services, and trust services for the three month periods ended March 31, 2005 and 2004.

 

 

 

Three Month Period Ended March 31, 2005

 

 

 

Core Banking
Operations

 

Administrative
Services

 

Trust
Services

 

Combined
Operations

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

17,143

 

 

 

 

 

$

17,143

 

Provision for loan losses

 

1,200

 

 

 

 

 

1,200

 

Other operating income

 

567

 

$

601

 

$

313

 

1,481

 

Other operating expenses

 

7,943

 

177

 

202

 

8,322

 

Provision for income taxes

 

3,641

 

174

 

45

 

3,860

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,926

 

$

250

 

$

66

 

$

5,242

 

 

 

 

Three Month Period Ended March 31, 2004

 

 

 

Core Banking
Operations

 

Administrative
Services

 

Trust
Services

 

Combined
Operations

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

9,199

 

 

 

 

 

$

9,199

 

Provision for loan losses

 

887

 

 

 

 

 

887

 

Other operating income

 

729

 

$

381

 

$

209

 

1,319

 

Other operating expenses

 

6,460

 

190

 

191

 

6,841

 

Provision for income taxes

 

1,043

 

78

 

7

 

1,128

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,538

 

$

113

 

$

11

 

$

1,662

 

 

In addition, the operations of the administrative services positively affect the results of core banking operations by providing a low-cost source of deposits.

 

9



 

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, 2004.  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, 2004.

 

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 March 31, 2005 total assets were $1,366,564,000 compared to $1,306,118,000 at December 31, 2004, an increase of $60,446,000 or 4.6% and the March 31, 2005 asset level represents an increase over the $857,797,000 that existed on the same date in 2004. The 2005 asset increase reflects a corresponding increase in total deposits of $98,994,000 or 9.9%, from $1,000,052,000 at the end of 2004 to $1,099,046,000 at March 31, 2005.  Overall deposits increased with the deposit growth being centered in money market deposits and noninterest bearing deposits while time and savings deposits remained relatively constant. There were several changes in the composition of the Bank’s assets during the first quarter. The Bank’s core loan portfolio grew significantly by $93,746,000 during the three month period, bringing the Bank’s total loans to $1,237,975,000 at March 31, 2005 from the December 31, 2004 total of $1,144,229,000.  The combined effect of the substantial increase in loans and the growth in deposits was a decrease in the level of total liquid

 

10



 

assets (cash and due from banks, Federal funds sold and investment securities). Investment securities increased by $11.6 million, while cash and cash equivalents (cash and due from banks and Federal funds sold) fell by $45.9 million in order to accommodate the changes that took place in the rest of the balance sheet.

 

The Company earned net income of $5,242,000 in the first quarter of 2005, compared to earnings of $1,662,000 in the three months ended March 31, 2004.

 

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 2004, in the first three months of 2005 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 three months of 2005.  The 2005 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 2004 and 2005.

 

Total interest income increased by $9,881,000 (92%) for the three months ended March 31, 2005 compared to the same period in 2004 as total earning assets were substantially higher (59%) in 2005 than in 2004. The majority of the increase in interest income arises from a substantial increase of $9,791,000 (92%) in interest on loans from $10,663,000 for the three months ended March 31, 2004 compared to $20,454,000 for the same period in 2005. Although interest income increased reflecting an increase in the loan portfolio of $446,346,000 (56%) from March 31, 2004 to March 31, 2005, interest income was also affected by the Federal Reserve’s series of interest rate increases.  For the three months ended March 31, 2005 interest expense on deposits increased by $1,239,000 (125%), to $2,231,000 from the 2004 level of $992,000 due to an increase in total deposits of $370,544,000 (51%) from March 31, 2004 to March 31, 2005.  The increases in deposits were primarily in non-interest bearing demand deposit accounts, time deposits and money market deposits.  For the three months ended March 31, 2005 interest expense on subordinated debentures increased by $150,000 (40%), to $525,000 from the 2004 level of $375,000 due to an increase of $5,619,000 in subordinated debentures at March 31, 2005 compared to March 31, 2004.  The net result was an increase in net interest income of $7,944,000 (86%), from $9,199,000 in the first quarter of 2004 to $17,143,000 for the first three months of 2005.

 

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 the Three Month Period Ended March 31,

 

 

 

2005

 

2004

 

 

 

Average
Balance

 

Interest
Income(2)/
Expense

 

Average
Yield/
Rate%

 

Average
Balance

 

Interest
Income(2)/
Expense

 

Average
Yield/
Rate%

 

 

 

(Dollars in Thousands)

 

Interest Earning Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans(1)

 

$

1,181,306

 

$

20,454

 

6.9

%

$

746,446

 

$

10,663

 

5.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Securities

 

4,430

 

21

 

1.9

%

3,561

 

8

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits in financial institutions

 

3,241

 

16

 

2.0

%

3,019

 

8

 

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal Funds Sold

 

17,572

 

102

 

2.3

%

13,898

 

33

 

0.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Interest Earning Assets

 

$

1,206,549

 

$

20,593

 

6.8

%

$

766,924

 

$

10,712

 

5.6

%

 

11



 

 

 

For the Three Month Period Ended March 31,

 

 

 

2005

 

2004

 

 

 

Average
Balance

 

Income(2)/
Expense

 

Yield/
Rate%

 

Average
Balance

 

Income(2)/
Expense

 

Yield/
Rate%

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Bearing Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

$

7,072

 

$

16

 

0.9

%

$

6,871

 

$

12

 

0.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market accounts

 

477,549

 

1,355

 

1.1

%

292,170

 

518

 

0.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Time deposits

 

163,420

 

860

 

2.1

%

139,099

 

462

 

1.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subordinated debentures

 

41,238

 

525

 

5.1

%

28,991

 

375

 

5.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FHLB advances and other borrowings

 

111,821

 

694

 

2.5

%

53,489

 

146

 

1.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest bearing liabilities

 

$

801,100

 

$

3,450

 

1.7

%

$

520,620

 

$

1,513

 

1.2

%

 


(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 quarter of $12,747,000 in 2005 and $8,129,000 in 2004.

 

(2)                                  Includes loan fees in the first quarter of $1,642,000 in 2005 and $967,000 in 2004.

 

The following table shows the net interest earnings and the net yield on average interest earning assets:

 

 

 

For the Three Month
Period Ended March 31,

 

 

 

2005

 

2004

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Total interest income (1)

 

$

20,593

 

$

10,712

 

 

 

 

 

 

 

Total interest expense

 

3,450

 

1,513

 

 

 

 

 

 

 

Net interest earnings

 

$

17,143

 

$

9,199

 

 

 

 

 

 

 

Average interest earning assets

 

$

1,206,549

 

$

766,924

 

 

 

 

 

 

 

Average interest bearing liabilities

 

$

801,100

 

$

520,620

 

 

 

 

 

 

 

Net yield on average interest earning assets

 

5.7

%

4.8

%

 


(1)                                  Includes loan fees in the first quarter of $1,642,000 in 2005 and $967,000 in 2004.

 

12



 

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.

 

 

 

Net Increase (Decrease)
For the Three Month Periods
Ended March 31,
2005 over 2004

 

 

 

Volume

 

Rate

 

Net

 

 

 

(Dollars in Thousands)

 

Interest Income(1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (2)

 

$

7,178

 

$

2,613

 

$

9,791

 

 

 

 

 

 

 

 

 

Interest-bearing deposits In financial institutions

 

8

 

0

 

8

 

 

 

 

 

 

 

 

 

Investment securities

 

2

 

11

 

13

 

 

 

 

 

 

 

 

 

Funds sold

 

11

 

58

 

69

 

 

 

 

 

 

 

 

 

Total interest earning assets

 

$

7,199

 

$

2,682

 

$

9,881

 

 

 

 

 

 

 

 

 

Interest Expense (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings

 

$

0

 

$

4

 

$

4

 

 

 

 

 

 

 

 

 

Money market

 

430

 

407

 

837

 

 

 

 

 

 

 

 

 

Time

 

92

 

306

 

398

 

 

 

 

 

 

 

 

 

Subordinated debentures

 

156

 

(6

)

150

 

 

 

 

 

 

 

 

 

FHLB advances and other borrowings

 

253

 

295

 

548

 

 

 

 

 

 

 

 

 

Total interest bearing liabilities

 

$

931

 

$

1,006

 

$

1,937

 

 


(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 first quarter of $1,642,000 in 2005 and $967,000 in 2004.

 

OTHER OPERATING INCOME

 

Other operating income rose to $1,481,000 in the first quarter of 2005 from $1,319,000 in the three months ended March 31, 2004.  The Bank’s Trust Administration Services Corp., a wholly owned subsidiary that provides administrative and custodial services to self-directed retirement plans, had revenue which increased from $381,000 in first quarter of 2004 to $601,000 in the first quarter of 2005. The increase in TASC revenues 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 Trust Department, that provides trust services for living trusts, investment agency accounts, IRA rollovers, and all forms of court-related matters, had revenue of $313,000 in first quarter of 2005 and $209,000 in first quarter of 2004.  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

 

13



 

decreased to $278,000 for the three months ended March 31, 2005 in contrast with $321,000 in the corresponding period of 2004.  During the first three months of 2005 $12,000 in gains and $3,000 in losses on sales of premises and equipment were realized.  No gains or losses on securities sales were realized in the first quarter of 2005 or 2004.

 

Investment Securities

 

The following table shows fair value of the investment securities portfolio at March 31, 2005 and December 31, 2004:

 

 

 

March 31,
2005

 

December 31,
2004

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

U.S. Treasury Securities

 

$

12,079

 

$

2,444

 

 

 

 

 

 

 

Obligations of U.S. Government Sponsored Enterprise Securities

 

994

 

990

 

 

 

 

 

 

 

Mutual Funds

 

2,006

 

0

 

 

 

 

 

 

 

Total

 

$

15,079

 

$

3,434

 

 

LOAN PORTFOLIO AND PROVISION FOR LOAN LOSSES

 

The loan portfolio consisted of the following at March 31, 2005 and December 31, 2004:

 

 

 

March 31,
2005

 

December 31,
2004

 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

Commercial loans

 

$

156,235

 

$

153,480

 

Real estate construction loans

 

127,334

 

129,106

 

Real estate loans

 

967,668

 

871,567

 

Government guaranteed loans

 

5,464

 

6,001

 

Other loans

 

1,491

 

2,973

 

 

 

 

 

 

 

Total loans

 

1,258,192

 

1,163,127

 

 

 

 

 

 

 

Less

– Allowances for loan losses

 

13,355

 

11,825

 

 

– Deferred loan fees - net

 

6,862

 

7,073

 

 

 

 

 

 

 

Net loans

 

$

1,237,975

 

$

1,144,229

 

 

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

 

14



 

interest are not expected to be collected 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 insure an appropriate level of allowance is present or established.

 

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 $13,355,000 and $11,825,000 (or 1.06% and 1.02% of gross outstanding loans) at March 31, 2005 and December 31, 2004 respectively.  Provisions for loan losses were $1,200,000 for the three month period ended March 31, 2005, compared to $887,000 for the same period of 2004. For the three months ended March 31, 2005 and 2004, the Company generated no net loan charge-offs.  The Company had loan recoveries of $130,000 and $113,000 during the three months ended March 31, 2005 and 2004.

 

For the quarter ended March 31, 2005, the Company had loans with an aggregate average balance of $201,000 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

 

15



 

in full and to establish a loss reserve for each of the loans which at March 31, 2005 totaled $17,000 for the loans as a group.

 

OTHER OPERATING EXPENSES

 

Overall operating expenses increased in the first quarter of 2005 compared to the same period of 2004.  Operating expenses rose to a total of $8,322,000 for the first quarter of 2005 from $6,841,000 for the three months ended March 31, 2004.

 

Salary and related benefits increased by $783,000, rising from a total of $4,534,000 for the first quarter of 2004 to $5,317,000 for the same period in 2005.  The increase principally reflects increases in staffing which took place during 2004 and 2005 in the regional and main offices and also reflects employee salary adjustments.  Occupancy expense rose to $796,000 for the three months ended March 31, 2005 from $425,000 in the first quarter of 2004, 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 2005 compared to the prior year, increasing from $1,882,000 for the first quarter of 2004 to $2,209,000 for the first three months of 2005.

 

The combined effects of the above-described factors resulted in income before taxes of $9,102,000 for the three months ended March 31, 2005 compared to $2,790,000 for the first quarter of 2004.  In the first quarter, the Company’s provision for taxes increased from $1,128,000 in 2004 to $3,860,000 in 2005.  This brought Net Income for the first quarter of 2005 to $5,242,000 compared to $1,662,000 for the same period in 2004.

 

LIQUIDITY, SOURCES OF FUNDS, AND CAPITAL RESOURCES

 

The Company’s financial position remains liquid.  Total liquid assets (cash and due from banks, investment securities, federal funds sold, and interest bearing deposits in financial institutions) stood at 8.4% of total deposits at March 31, 2005.  This level represents a decrease from the 12.6% liquidity level which existed on December 31, 2004. In addition, at March 31, 2005 some $5.5 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 112.6% and 114.4% as of March 31, 2005 and December 31, 2004, respectively.

 

Total shareholders’ equity was $83,058,000 and $77,446,000 as of March 31, 2005 and December 31, 2004, respectively.  The Company’s and the Bank’s capital ratios for those dates in comparison with regulatory capital requirements were as follows:

 

 

 

3-31-05

 

12-31-04

 

 

 

 

 

 

 

Leverage Ratio (Tier I Capital to Average Assets):

 

 

 

 

 

Regulatory requirement

 

4.0

%

4.0

%

Company

 

8.6

%

8.7

%

Bank

 

9.4

%

9.7

%

 

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:

 

16



 

 

 

3-31-05

 

12-31-04

 

 

 

 

 

 

 

Tier I Capital to Risk-weighted Assets:

 

 

 

 

 

Regulatory requirement

 

4.0

%

4.0

%

Company

 

8.8

%

8.7

%

Bank

 

9.6

%

9.7

%

 

 

 

3-31-05

 

12-31-04

 

 

 

 

 

 

 

Total Capital to Risk-weighted Assets:

 

 

 

 

 

Regulatory requirement

 

8.0

%

8.0

%

Company

 

10.8

%

11.0

%

Bank

 

10.7

%

10.7

%

 

At March 31, 2005, the Company and the Bank exceeded the minimum risk-based capital ratio and leverage ratio required to be considered “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 the ordinary course of our business in our contractual obligations during the quarter ended March 31, 2005.

 

BORROWINGS

 

Junior Subordinated Deferrable Debentures

 

During 2004, 2002 and 2001, the Company established Trust I, Trust II, Trust III and Trust IV (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 $41,238,000 at March 31, 2005 and December 31, 2004 (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 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 balance sheet 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.

 

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 bore

 

17



 

interest at a rate of 6 percent per annum and were convertible at any time at the option of the holders of the securities.  The debentures were callable at par prior to 2007 only if the average closing price of the Company’s common stock equaled or exceeded $38.50 for 30 consecutive trading days, which occurred during November 2004.

 

During November 2004, the Company notified the holder’s of the convertible subordinated debentures of First Regional’s exercise of its right to redeem all outstanding debentures at a redemption price equal to 100% of the principal amount plus accrued interest. The debenture holders had the right to exercise their conversion option up until the redemption date at a conversion price of $27.50 per share. During December 2004, First Regional Bancorp announced that 100% of its convertible subordinated debentures due 2023 had been converted into shares of First Regional common stock.  Because all of the debentures were converted prior to the redemption date, no redemption or payment of any redemption price was made.  The conversion shares were issued at a conversion price of $27.50, resulting in the issuance of 545,450 new First Regional Bancorp common shares.  Cash was paid in lieu of the issuance of any fractional common shares.

 

The Company contributed the majority of the net proceeds of the above described capital transactions to First Regional Bank to support its continued growth.  The remaining proceeds were and will be used for general corporate purposes in the effort to continue to promote the future growth of the Company.

 

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 manage the Company’s interest rate sensitivity and 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 March 31, 2005, and thus the relative sensitivity of the Bank’s net interest income to changes in the overall level of interest rates.

 

(In Thousands)

 

Category

 

Floating
Rate

 

Less than
one month

 

One month
but less than
six months

 

Six months
but less than
one year

 

One year
but less than
five years

 

Five years
or more

 

Non-interest
earning
or bearing

 

Total

 

Fed funds sold

 

12,450

 

0

 

0

 

0

 

0

 

0

 

0

 

12,450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing deposits in financial institutions

 

0

 

0

 

0

 

3,219

 

30

 

0

 

0

 

3,249

 

Investment securities

 

0

 

0

 

15,079

 

0

 

0

 

0

 

0

 

15,079

 

Subtotal

 

12,450

 

0

 

15,079

 

3,219

 

30

 

0

 

0

 

30,778

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

1,233,765

 

78

 

221

 

2,807

 

1,104

 

0

 

0

 

1,237,975

 

Total earning assets

 

1,246,215

 

78

 

15,300

 

6,026

 

1,134

 

0

 

0

 

1,268,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

0

 

0

 

0

 

0

 

0

 

0

 

61,184

 

61,184

 

Premises and equipment

 

0

 

0

 

0

 

0

 

0

 

0

 

3,632

 

3,632

 

Other real estate owned

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Other assets

 

0

 

0

 

0

 

0

 

0

 

0

 

32,995

 

32,995

 

Total non-earning assets

 

0

 

0

 

0

 

0

 

0

 

0

 

97,811

 

97,811

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

1,246,215

 

78

 

15,300

 

6,026

 

1,134

 

0

 

97,811

 

1,366,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances from FHLB

 

0

 

130,000

 

0

 

0

 

0

 

0

 

0

 

130,000

 

Repurchase agreements

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

0

 

Subtotal

 

0

 

130,000

 

0

 

0

 

0

 

0

 

0

 

130,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings deposits

 

35,513

 

0

 

0

 

0

 

0

 

0

 

0

 

35,513

 

Money market deposits

 

463,816

 

0

 

0

 

0

 

0

 

0

 

0

 

463,816

 

Time deposits

 

0

 

61,086

 

100,733

 

4,153

 

5,211

 

0

 

0

 

171,183

 

Subordinated Debentures

 

0

 

41,238

 

0

 

0

 

0

 

0

 

0

 

41,238

 

Total interest bearing liabilities

 

499,329

 

232,324

 

100,733

 

4,153

 

5,211

 

0

 

0

 

841,750

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand deposits

 

0

 

0

 

0

 

0

 

0

 

0

 

428,534

 

428,534

 

Other liabilities

 

525

 

0

 

0

 

0

 

0

 

0

 

12,697

 

13,222

 

Equity capital

 

0

 

0

 

0

 

0

 

0

 

0

 

83,058

 

83,058

 

Total non-interest bearing liabilities and equity capital

 

525

 

0

 

0

 

0

 

0

 

0

 

524,289

 

524,814

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity capital

 

499,854

 

232,324

 

100,733

 

4,153

 

5,211

 

0

 

524,289

 

1,366,564

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAP

 

746,361

 

(232,246

)

(85,433

)

1,873

 

(4,077

)

0

 

(426,478

)

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative GAP

 

746,361

 

514,115

 

428,682

 

430,555

 

426,478

 

426,478

 

0

 

0

 

 

18



 

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 Government Sponsored Enterprise securities. As mentioned above, no gains or losses were recorded on securities sales in the first quarter of 2005 or 2004.  As of March 31, 2004 the Company’s investment portfolio contained no unrealized gains or losses. By comparison, at March 31, 2005 the Company’s investment portfolio contained no unrealized gains and $2,000 in unrealized 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,” and thus unrealized gains and losses have no effect on the Company’s income statement.

 

ITEM 4.  CONTROLS AND PROCEDURES

 

The Company’s management, including the Chief Executive Officer and Chief Financial Officer, evaluated the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange act of 1934, as amended (the “Exchange Act”)) as of March 31, 2005.  Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of such date.  There were no significant changes in the Company’s internal controls over financial reporting that occurred during the quarter ended March 31, 2005 that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

 

19



 

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 litigation 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 during the first quarter of 2005.

 

ITEM 6.  EXHIBITS

 

The following is a table of exhibits to this Quarterly Report on Form 10-Q.

 

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 of the furnished pursuant to Section 906 of the Sarbanes-Oxley Act

 

Items 2, 3 and 5 of Part II of Form 10-Q are not applicable and have been omitted.

 

20



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

FIRST REGIONAL BANCORP

 

 

 

 

 

 

 

Date:  May 10, 2005

/s/ Jack A. Sweeney

 

 

 

Jack A. Sweeney, Chairman of the Board

 

 

and Chief Executive Officer

 

 

 

 

 

 

 

Date:  May 10, 2005

/s/ Thomas E. McCullough

 

 

 

Thomas E. McCullough, Corporate Secretary

 

 

 

 

 

 

 

Date:  May 10, 2005

/s/ Elizabeth Thompson

 

 

 

Elizabeth Thompson, Chief Financial Officer

 

 

21



 

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 of the furnished pursuant to Section 906 of the Sarbanes-Oxley Act

 

22