8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report:  July 7, 2005

(Date of earliest event reported)

First Regional Bancorp

(Exact name of registrant as specified in its charter)

California	000-10232	95-3582843
(State of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

1801 Century Park East, Suite 800
Los Angeles, California  90067

(Address of principal executive offices, including zip code)

(310) 552-1776

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

(a)           First Regional Bancorp issued a press release on July 7, 2005 announcing its financial results for the quarter ended June 30, 2005.  The press release is furnished as Exhibit 99 and is hereby incorporated by reference in its entirety.  First Regional does not intend for this Item 2.02 or Exhibit 99 to be incorporated by reference into filings under the Securities Exchange Act of 1934.

Item 8.01  Other Events.

As a result of a recent examination by the Federal Deposit Insurance Corporation (FDIC) and the California Department of Financial Institutions (DFI) of the issuer’s subsidiary, First Regional Bank, the Bank has identified certain deficiencies and other concerns, principally with respect to the Bank Secrecy Act (BSA).  As a result, the Bank has taken corrective action directed toward achieving full compliance with BSA and addressing the other concerns so identified, and the Bank believes that the corrective action taken to date has addressed the majority of such concerns.  The Bank anticipates entering into an informal agreement with the FDIC and DFI with respect to such corrective action.  While the issuer does not expect such concerns to have a material adverse monetary or other impact on its financial condition or results of operations, no assurance can be given that the FDIC and DFI will not require further action if the Bank fails to comply with the terms of the informal agreement or otherwise fails to correct the deficiencies identified.

Item 9.01  Financial Statements and Exhibits.

(c)           Exhibits

99            Press Release of First Regional Bancorp, dated July 7, 2005

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SIGNATURE

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 hereunto duly authorized.

Dated:  July 8, 2005

FIRST REGIONAL BANCORP
By:	/s/ Thomas E. McCullough
	Thomas E. McCullough
	Corporate Secretary

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Exhibit Index

99            Press Release of First Regional Bancorp, dated July 7, 2005

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EX-99

Exhibit 99

News Release

First Regional	1801 Century Park East	Jack A. Sweeney
Bancorp	Century City, California 90067	Board Chairman
	Telephone (310) 552-1776	Chief Executive Officer
	Facsimile (310) 552-1772

IMMEDIATE RELEASE

FIRST REGIONAL BANCORP POSTS RECORD
SECOND QUARTER RESULTS

Quarterly Operating Highlights Include:

•Net income increases 229% year-to-year

•Total assets climb 48% to all time high

•Total deposits rise 44% to all time high

•Net loans jump 49% to all time high

•Company added to prestigious Russell 2000 stock index

CENTURY CITY, CALIFORNIA, JULY 7, 2005 – First Regional Bancorp (Nasdaq-NM:  FRGB) today reported that net income for the second quarter of 2005 climbed 229 percent from the comparable period one year ago, reaching the single-highest quarterly level in the institution’s history.

For the three months ended June 30, 2005, net income totaled $6.4 million versus $1.9 million registered in last year’s second quarter.  This translates to $1.49 per diluted share, an increase of nearly three-fold from $0.48 per diluted share in the second quarter of 2004.  Net income for the first half of 2005 advanced more than 223 percent to $11.6 million, equal to $2.72 per diluted share, eclipsing the $3.6 million, or $0.95 per diluted share, in the corresponding six-months last year.

Jack A. Sweeney, chairman and chief executive officer, stated: “First Regional’s outstanding operating performance continued in the second period and first half of 2005.  We are deeply gratified to have registered strong gains and all-time highs in net income, total assets, total deposits and net loans.”

Specifically, Mr. Sweeney noted “First Regional’s total assets climbed 48 percent to $1.45 billion from $980 million at June 30, 2004; total deposits grew to more than $1.2 billion at the close of the most recent period, rising 44 percent from $840 million one year earlier; and net loans reached $1.3 billion at June 30, 2005, an increase of 49 percent from the prior year.

Mr. Sweeney continued: “Among the factors positively impacting our results is First Regional’s continued growth, particularly in California’s strong real estate sector that represents an important pillar of our business base.  In addition, the Federal Reserve’s recent increases in interest rates, which have improved our net-interest margins, combined with the operational efficiencies and economies of scale that result from an expanded asset base, have also had a favorable effect on our performance.”

Mr. Sweeney noted that in June 2005 First Regional was added to the Russell 2000 stock index.  “Our addition to the Russell 2000 index is indicative of our sustained strong operating results and expanded market capitalization.  It is both a validation of our business model and recognition of the considerable shareholder value which First Regional has created in recent years,” he commented.

Mr. Sweeney concluded, “While we are pleased with our past performance, we operate amid economic uncertainties.  While it is impossible to forecast the course of future trends and events, our management team will continue to execute its proven business plan and build First Regional’s customer base on our hallmarks of efficiency and service.”

First Regional Bancorp is a bank holding company headquartered in Century City, California.  Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

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CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of June 30	2005		2004
ASSETS:
Cash and due from banks	$	63,006	$	25,704
Investment securities	18,560		6,238
Funds sold	0		29,660
Federally guaranteed loans	4,651		7,564
Other loans, net	1,327,935		888,797
Premises and equipment	3,674		2,295
Other real estate owned	0		0
Other assets	34,228		19,970
Total assets	$	1,452,054	$	980,228
LIABILITIES AND CAPITAL:
Demand deposits	$	420,282	$	309,229
Savings deposits	38,817		33,565
Money market deposits	581,584		351,771
Time deposits	170,129		145,723
Total deposits	1,210,812		840,288
Funds purchased	0		0
Federal Home Loan Bank advances	100,000		40,000
Subordinated debentures	41,238		35,619
Other liabilities	10,261		9,316
Total liabilities	1,362,311		925,223
Stated capital	48,108		32,460
Retained earnings	41,626		22,545
Net unrealized gains (losses) on available-for-sale securities	9		0
Total capital	89,743		55,005
Total liabilities and capital	$	1,452,054	$	980,228
Book value per share outstanding	$	22.32	$	16.02
Total shares outstanding	4,020,146		3,433,516

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)				(000’s omitted)
	Three Months Ended				Six Months Ended
	June 30				June 30
	2005		2004		2005		2004
Interest and fees on loans	$	24,130	$	12,025	$	44,584	$	22,688
Interest on funds sold	27		30		129		63
Interest on securities	114		13		151		29
Revenue from earning assets	24,271		12,068		44,864		22,780
Interest on deposits	2,927		1,172		5,158		2,164
Interest on subordinated debentures	595		454		1,120		829
Interest on FHLB advances	1,022		110		1,716		255
Interest on funds purchased	1		1		1		2
Cost of funds	4,545		1,737		7,995		3,250
	19,726		10,331		36,869		19,530
Provision for loan losses	1,500		915		2,700		1,802
Net revenue from earning assets	18,226		9,416		34,169		17,728
Other revenue	1,575		1,233		3,056		2,552
Salaries and related benefits	5,573		4,707		10,890		9,241
Occupancy expense	598		428		1,394		853
Other operating expenses	2,542		2,160		4,751		4,042
Total operating expenses	8,713		7,295		17,035		14,136
Income before provision for taxes	11,088		3,354		20,190		6,144
Provision for income taxes	4,713		1,415		8,573		2,543
Net income	6,375		$	1,939	11,617		$	3,601

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	(000’s omitted)				(000’s omitted)
	Three Months Ended				Six Months Ended
	June 30				June 30
	2005		2004		2005		2004
Net income per share
Basic	$	1.59	$	0.57	$	2.90	$	1.13
Diluted	$	1.49	$	0.48	$	2.72	$	0.95
Average shares outstanding	4,015,899		3,451,537		4,008,446		3,180,831
Diluted average shares	4,285,387		4,323,975		4,277,036		4,072,531
Average Equity	$	86,723	$	54,541	$	83,517	$	45,855
Average Assets	$	1,398,707	$	914,911	$	1,341,453	$	867,378
Return on Average Equity (%)	29.48		14.26		28.05		15.75
Return on Average Assets (%)	1.83		0.85		1.75		0.83
Efficiency Ratio (%)	40.90		63.08		42.67		64.02
Number of Employees	199		166
Assets per Employee (000s)	$	7,297	$	5,905
CREDIT QUALITY
Beginning Reserve for Loan Losses (000s)	$	13,355	$	8,659	$	11,825	$	7,800
Loan Loss Provisions	1,500		915		2,700		1,802
Loan Recoveries	0		0		130		113
Loan Chargeoffs	35		515		35		515
Net Change in Allowance for Unfunded Loan Commitments	-3		-24		197		-165
Ending Reserve for Loan Losses (000s)	$	14,817	$	9,035	$	14,817	$	9,035
Nonperforming Assets (000s)	$	853	$	90
Nonperforming Assets / Gross Loans (%)	0.06		0.01
Reserve for Loan Losses / Nonperforming Assets (%)	1737.05		10038.89
Reserve for Loan Losses / Gross Loans (%)	1.10		1.00

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	(000s omitted)
	For the Three Months Ended June 30,
	2005					2004
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,297,410	$	24,130	7.46	$	842,530	$	12,025	5.72
Funds Sold	3,561		27		3.04	11,065		30		1.09
Investment Securities	18,390		114		2.49	5,283		13		0.99
Total Earning Assets	$	1,319,361	$	24,271	7.38	$	858,878	$	12,068	5.70
Deposits	$	1,128,476	$	2,927	1.04	$	778,440	$	1,172	0.60
Federal Home Loan Bank Advances	135,275		1,022		3.03	43,242		110		1.02
Subordinated Debentures	41,238		595		5.79	35,619		454		5.11
Funds Purchased	272		1		1.47	830		1		0.48
Total Bearing Liabilities	$	1,305,261	$	4,545	1.40	$	858,131	$	1,737	0.82
Net Interest Spread (1)					5.98					4.88
Net Interest Margin (2)					6.00					4.82

(1) Net interest spread represents the average yield earned on Earning Assets less the average cost of Bearing Liabilities.

(2) Net interest margin represents Net Interest Income divided by average Earning Assets.

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	(000s omitted)
	For the Six Months Ended June 30,
	2005					2004
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,243,089	$	44,584	7.23	$	796,626	$	22,688	5.71
Funds Sold	10,528		129		2.47	12,481		63		1.01
Investment Securities	13,060		151		2.33	5,931		29		0.98
Total Earning Assets	$	1,266,677	$	44,864	7.14	$	815,038	$	22,780	5.61
Deposits	$	1,086,713	$	5,158	0.96	$	736,667	$	2,164	0.59
Federal Home Loan Bank Advances	123,612		1,716		2.80	48,365		255		1.06
Subordinated Debentures	41,238		1,120		5.48	32,305		829		5.15
Funds Purchased	182		1		1.11	614		2		0.65
Total Bearing Liabilities	$	1,251,745	$	7,995	1.29	$	817,951	$	3,250	0.80
Net Interest Spread (1)					5.85					4.81
Net Interest Margin (2)					5.84					4.81

(1) Net interest spread represents the average yield earned on Earning Assets less the average cost of Bearing Liabilities.

(2) Net interest margin represents Net Interest Income divided by average Earning Assets.

This report includes “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 First Regional 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 First Regional’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 conducts its operations.

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