-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jtn/fvvSTP5xZJcfnzCnG8T3yRJZuVRRr0xOjMtt+yYzNwXR4k5i7BDrkyXqupWP +XyisJOuDwFvkhboYZYyPA== 0001047469-97-005531.txt : 19971120 0001047469-97-005531.hdr.sgml : 19971120 ACCESSION NUMBER: 0001047469-97-005531 CONFORMED SUBMISSION TYPE: 10QSB PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970930 FILED AS OF DATE: 19971119 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROSEVILLE 1ST COMMUNITY BANCORP CENTRAL INDEX KEY: 0001038423 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 943268023 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10QSB SEC ACT: SEC FILE NUMBER: 333-06840 FILM NUMBER: 97724525 BUSINESS ADDRESS: STREET 1: 1801 DOUGLAS BLVD CITY: ROSEVILLE STATE: CA ZIP: 95661 BUSINESS PHONE: 9167733333 MAIL ADDRESS: STREET 1: P O BOX 1368 CITY: ROSEVILLE STATE: CA ZIP: 95678-8368 10QSB 1 FORM 10-Q FORM 10-QSB QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (AS LAST AMENDED BY 34-2231, EFF. 6/3/93.) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (Mark One) X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1997 ------------------- TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXHCANGE ACT OF 1934 For the transition period from _____________ to ______________ Commission file number __________________________ Roseville 1st Community Bancorp - ---------------------------------------------------------------------------- (Exact name of small business issuer as specified in its charter) California 94-3268023 - ------------------------------ -------------------------- (State or other juridiction of (IRS. Employer incorporation or organization) Identification No.) 1801 Douglas Boulevard Roseville, CA 95661 - --------------------------------------------------------------------------- (Address of principal executive offices) (Issuer's telephone number) (916) 773-3333 ------------- - -------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Please see the following page. APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of securities under a plan confirmed by a court. Yes No APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: ________________________ Please see the following page. (Amended by Exch Act Rel No. 31905, eff 4/26/93.) Transitional Small Business Disclosure Format (Check one): Yes No X (Added by Exch Act Rel No. 31905, eff 4/26/93) NOTE TO COVER PAGE Registrant Roseville 1st Community Bancorp ("Bancorp") is a recently-formed California corporation. It was formed by Roseville 1st National Bank (the "Bank"), a national bank which is not a reporting company, for the sole purpose of becoming the holding company for the bank, subject to approval of the Federal Reserve Board and the Comptroller of the Currency. The proposed reorganization (involving Bank, Bancorp and an interim national bank being formed solely for this reorganization) has not yet been effected and the required regulatory approvals are still pending. Since its formation, Bancorp has been, and still is, a mere shell corporation: it has no stockholders, no material assets, and has not engaged in any material transactions. This report on Form 10-QSB is made pursuant to section 15(d) of the Exchange Act solely due to the fact that a Registration Statement was filed on behalf of the Registrant under the Securities Act of 1933 which Bancorp believes became effective sometime during the quarter ended September 30, 1997. See also "Basis of Presentation". PART 1 ITEM 1. FINANCIAL STATEMENTS BASIS OF PRESENTATION OF FINANCIAL STATEMENTS The financial statements of Roseville 1st National Bank ("Bank") are provided in lieu of financial statements of Roseville 1st Community Bancorp ("Bancorp") since completion of the reorganization, which will result in the capitalization of Bancorp, is expected to occur sometime during the quarter ending December 31, 1997. Also, the financial information for the Bank was the basis for the financial information filed in Form S-4. Moreover, upon completion of the proposed reorganization, the financial information of Bancorp is expected to be substantially the same as that for the Bank (except for some organizational expenses) since Bancorp will wholly-own the Bank and the Bancorp will have no other material assets. The following interim Financial Statements are unaudited. However, in the opinion of Management, the results of operation of the Bank are fairly represented and disclosed. ROSEVILLE 1ST NATIONAL BANK BALANCE SHEET (Unaudited and $-Thousands) September 30, 1997 ---- ASSETS Cash and Due From Banks $ 1,488 Federal Funds Sold 8,005 Investment Securities (Approx. Market Value: $ 4,004) 4,004 Loans 32,235 Less: Allowance for Loan Losses (290) ---------- Net Loans 31,945 ---------- Premises and Equipment, Net 1,725 Other Real Estate Owned 117 Accrued Interest Receivable and Other Assets 663 ---------- TOTAL ASSETS $ 47,947 ---------- ---------- LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Non-Interest Bearing $ 5,695 Interest Bearing 37,843 ---------- Total Deposits 43,538 ---------- Accrued Interest Payable and Other Liabilities 288 ---------- TOTAL LIABILITIES 43,826 ---------- Shareholders' Equity: Common Stock, Par Value, $5.00 Per Share; 5,000,000 Shares Authorized; 319,972 Shares Issued and Outstanding. 1,600 Additional Paid-In Capital 422 Retained Earnings 2,089 Unrealized Gain on Available-for-Sale Securities, Net of Taxes 10 ---------- TOTAL SHAREHOLDERS' EQUITY 4,121 ---------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 47,947 ---------- ---------- ROSEVILLE 1ST NATIONAL BANK INCOME STATEMENT (Unaudited and $-Thousands) For the Three Months Ended September 30, 1997 1996 ---- ---- INTEREST INCOME: Interest and Fees on Loans $ 867 $ 618 Interest on Fed Funds Sold 108 71 Interest on Investment Securities 64 61 ------- ------- Total Interest Income 1,039 750 INTEREST EXPENSE: Interest Expense on Deposits 456 330 ------- ------- Net Interest Income 583 420 Provision for Loan Losses 37 20 ------- ------- Net Interest Income After Provision for Loan Losses 546 400 ------- ------- NON-INTEREST INCOME: Service Charges and Fees 16 9 Other Income 75 43 ------- ------- Total Non-Interest Income 91 52 ------- ------- OTHER EXPENSES: Salaries and Employee Benefits 230 175 Occupancy and Equipment Expense 59 40 Other Expenses 152 107 ------- ------- Total Other Expenses 441 322 ------- ------- Income Before Income Taxes 196 130 Income Taxes 78 104 ------- ------- Net Income $ 118 $ 26 ------- ------- ------- ------- EARNINGS PER SHARE $ 0.37 $ 0.08 ------- ------- ------- ------- COMMON STOCK USED TO COMPUTE EARNINGS 319,972 319,872 PER SHARE ROSEVILLE 1ST NATIONAL BANK INCOME STATEMENT (Unaudited and $-Thousands) For the Nine Months Ended September 30, 1997 1996 ---- ---- INTEREST INCOME: Interest and Fees on Loans $ 2,432 $ 1,828 Interest on Fed Funds Sold 218 192 Interest on Investment Securities 194 162 -------- -------- Total Interest Income 2,844 2,182 INTEREST EXPENSE: Interest Expense on Deposits 1,198 977 -------- -------- Net Interest Income 1,646 1,205 Provision for Loan Losses 126 53 -------- -------- Net Interest Income After Provision for Loan Losses 1,520 1,152 -------- -------- NON-INTEREST INCOME: Service Charges and Fees 41 23 Other Income 179 141 -------- -------- Total Non-Interest Income 220 164 -------- -------- OTHER EXPENSES: Salaries and Employee Benefits 604 488 Occupancy and Equipment Expense 147 143 Other Expenses 424 319 -------- -------- Total Other Expenses 1,175 950 -------- -------- Income Before Income Taxes 565 366 Income Taxes 226 150 -------- -------- Net Income $ 339 $ 216 -------- -------- -------- -------- EARNINGS PER SHARE $ 1.06 $ 0.68 -------- -------- -------- -------- COMMON STOCK USED TO COMPUTE EARNINGS 319,972 319,872 PER SHARE ROSEVILLE 1ST NATIONAL BANK STATEMENT OF CASH FLOWS (Unaudited and $-Thousands) Nine Month Periods Ended September 30, 1997 and 1996 1997 1996 ---- ---- Cash flows from operating activities: Net Income $ 339 $ 216 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 126 53 Depreciation and amortization 81 48 Increase (decrease) in deferred loan (37) 26 origination fees and costs, net Decrease (increase) in loans held for sale (294) 809 Increase in accrued interest receivable (100) (11) and other assets Increase (decrease) in accrued interest payable 88 (13) and other liabilities Deferred income taxes - 111 ------- ------- Net cash provided by operating activities 203 1,239 ------- ------- Cash flows from investing activities: Purchase of available-for-sale securities (18) (2,085) Proceeds from sale of available-for-sale securities - 37 Proceeds from maturities and calls 300 1,301 of held-to-maturity securities Interest bearing deposits in banks - 99 Net increase in loans (4,767) (1,685) Purchase of premises and equipment (310) (43) ------- ------- Net cash used in investing activities (4,795) (2,376) ------- ------- (Continued) ROSEVILLE 1ST NATIONAL BANK STATEMENT OF CASH FLOWS (Unaudited and $-Thousands) Nine Month Periods Ended September 30, 1997 and 1996 Cash flows from financing activities: 1997 1996 ---- ---- Net increase in demand, interest-bearing and savings deposits 3,898 4,160 Net increase in time deposits 4,955 246 Proceeds from execution of stock options - 3 ------- ------- Net cash provided by financing activities 8,853 4,409 ------- ------- Increase in cash and cash equivalents 4,261 3,272 Cash and cash equivalents at beginning of the year 5,232 2,831 ------- ------- Cash and cash equivalents at end of period $ 9,493 $ 6,103 ------- ------- ------- ------- MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS ASSETS During the first nine months of 1997, the Bank's assets have increased to $ 47.95 million from $ 38.71 million at year end 1996. Investment securities have decreased from $ 4.26 million as of December 31, 1997 to $ 4.00 million as of September 30, 1997 with the maturity, in September, of the Bank's only U.S. Government agency security classified as hold-to-maturity. All securities are now held as available-for-sale and consist of U.S. Treasury Notes and U.S. Government Agency securities with a market value of $ 4.004 million at the end of September 1997. The average yield on the investment portfolio for the first nine months of 1997 was 6.47%. Federal funds sold increased to $ 8.01 million at the end of the third quarter compared to $ 3.44 million at year end 1996 as high liquidity was maintained to fund significant growth in construction loans. Total gross loans increased by $ 4.89 million over the first nine months of 1997 to $ 32.24 million with an average yield of 10.43%. The loan to deposit ratio as of September 30, 1997 is 74.04% compared to 78.83% at year end 1996. Loan growth has focused on real estate lending which comprises $ 4.65 million of the increase with commercial loans accounting for the remainder. The Bank will continue to give priority to these lending areas in the future. The growth in premises and equipment of $ 282 thousand through the first nine months of 1997 related to new computers, networks and banking software to position the Bank for future growth. LIABILITIES AND DEPOSITS Over the first nine months of 1997, the bank's deposits increased to $ 43.54 million from $ 34.69 million at year end 1996. Non-interest bearing deposits increased to $ 5.69 million from $ 4.54 million at year end 1996 while interest bearing deposits increased to $ 37.84 million from $ 30.15 million over this period. The Bank's cost of funds as of September 30, 1997 was 4.17%. With an increase in commercial lending, deposit relationships with commercial customers are also being developed which is a factor in the overall growth of deposits. A promotion for certificates of deposit was conducted in mid-1997 to fund loan growth which increased these deposits to $ 20.11 million in September 1997 compared to $ 15.16 million in September 1996. Other liabilities are comparable to 1996 levels. Due to the highly liquid position of the Bank, no Federal funds were purchased nor was any borrowing necessary during the first nine months of 1997. INTEREST INCOME/EXPENSE Interest income and fees on loans for the first nine months of 1997 increased to $ 2.43 million from $ 1.83 million over the first nine months of 1996. Over this same period, interest on Fed funds sold increased to $ 218 thousand compared to $ 192 thousand during 1996 and interest on investment securities increased to $ 194 thousand compared to $ 162 thousand in 1996. Interest expense on deposits increased to $ 1.20 million through September 30, 1997 with interest on deposits being $ 977 thousand over the same period in 1996. The net interest income for this period increased to $ 1.65 million which exceeded the same period in 1996 which totaled $ 1.21 million. The Bank's net interest rate margin was 4.85% for September 1997. With the increased loan volumes, the Bank added $ 126 thousand to the allowance for loan losses over the first nine months of 1997, compared to $ 53 thousand added in the same period of 1996. NON-INTEREST INCOME Non-interest income was $ 220 thousand in the first nine months of 1997, exceeding non-interest income of $ 164 thousand in the same period of 1996. Service charges on deposit accounts increased by $ 18 thousand based on growth in checking accounts. Other fee income increased by $ 38 thousand during this period due to expanded billing services, increased fees on loan sales and a one time distribution of $ 19 thousand from the Thrift Guaranty Corporation. OTHER OPERATING EXPENSES Salaries and benefits expenses were $ 604 thousand for the nine months ending in September compared to $ 488 thousand for the corresponding period in 1996. Staff increases in the loan functions to support loan growth and expanding management coverage in loans and Bank operations were the major causes of this increase. Occupancy and equipment expense for the nine months of 1997 were $ 147 thousand compared to $ 143 thousand during 1996 and included the implementation of a second site for back office operations and the Bank's first branch. Administration and operations expenses were $ 424 thousand for this period compared to $ 319 thousand in 1996, reflecting the overall growth in operations of the Bank. CAPITAL Capital increased to $ 4.12 million in September 1997 compared to $ 3.69 million in September 1996. No dividends have been declared to date and the Bank does not intend to do so in the immediate future. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Roseville 1st Community Bancorp - ---------------------------------------------- (Registrant) 11/17/97 Douglas A. Nordell, Exec Vice President & COO - ----------------- --------------------------------------------------- Date (Signature)*(1) 11/17/97 Thomas C. Warren, Sr. Vice President & CFO - -------------------- --------------------------------------------------- Date (Signature)*(2) EX-27 2 EX-27
9 1,000 9-MOS DEC-31-1997 JAN-01-1997 SEP-30-1997 1,488 37,843 8,005 0 4,004 0 0 32,235 (290) 47,947 43,538 0 288 0 0 0 1,600 2,521 47,947 2,432 412 0 2,844 1,198 1,198 1,646 126 0 1,175 565 565 0 0 339 1.06 0 9.07 0 32 0 0 254 95 6 290 290 0 0
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