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:  February 6, 2008

(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:

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

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

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

o Pre-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 February 6, 2008 announcing its financial results for the quarter and year ended December 31, 2007.  The press release is furnished as Exhibit 99 and is hereby incorporated by reference in its entirety.
Item 9.01	Financial Statements and Exhibits.
(d)		Exhibits.
		99	Press Release of First Regional Bancorp, dated February 6, 2008, announcing financial results for the quarter and year ended December 31, 2007

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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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:  February 12, 2007

FIRST REGIONAL BANCORP
By:	/s/ Steven J. Sweeney
	Steven J. Sweeney
	General Counsel

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Exhibit Index

99 Press Release of First Regional Bancorp, dated February 6, 2008, announcing financial results for the quarter and year ended December 31, 2007

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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
	Facsimile (310) 552-1772

IMMEDIATE RELEASE

FIRST REGIONAL BANCORP POSTS SUCCESSFUL RESULTS FOR 2007

AGAINST CHALLENGING BACKDROP

	Financial Highlights Include:
·		Profits total $33.6 million for the year, equal to $2.59 per diluted share
·		Revenues from earning assets rise to $171 million in 2007
·		Total assets, net loans, and total deposits all increase to new year-end highs
·		Total capital grows to $175 million

CENTURY CITY, CALIFORNIA (February 6, 2008) — First Regional Bancorp (Nasdaq-GM:  FRGB) today announced that financial results for both the year and the fourth quarter ended December 31, 2007 represented a continuation of the company’s consistent record of profitability.

Net income for the fourth quarter of 2007 totaled $7.9 million, equal to 62 cents per diluted share, compared to $10.2 million, or 78 cents per diluted shared, for the same period in 2006.

For all of 2007, net income was $33.6 million, equal to $2.59 per diluted share, versus 2006 net income of $38.3 million, or $2.95 per diluted share.  The 2006 earnings have been adjusted to reflect the 3-for-1 stock split effected in August 2006.

At December 31, 2007, assets totaled $2.174 billion, compared with $2.076 billion a year earlier.  Total deposits at year-end were $1.721 billion, up from $1.628 billion in the prior year. Net loans advanced to a total of $2.020 billion at the end of 2007 from $1.805 billion at the close of the prior fiscal year.  First Regional increased its capital by a net of $27.6 million in 2007, primarily through the retention of earnings, bringing total capital to $174.6 million at year-end, compared to $147.0 million at the end of 2006.

Jack A. Sweeney, Chairman of the Board, commented:  “2007 represented a year of achievement for First Regional despite a challenging environment.  Revenues from earning assets increased to $171.5 million in 2007 from $161.7 million in 2006, but the actions of the Federal Reserve to reduce interest rates in the second half of 2007 put pressure on our net interest margins in that period and will continue to be a factor going forward.  Nonrecurring items also had an impact on our results.  In the fourth quarter of 2007 we realized a gain of $2.5 million on the redemption of restricted stock in MasterCard International, but were required to create a reserve of $2.2 million for our share of contingent liabilities relating to the settlement of lawsuits by Visa International.  While we expect these provisions to be recovered in 2008, they did have an adverse effect on 2007 results.  The fourth quarter of 2007 also saw increased provisions to our loan loss reserve, both to keep pace with loan growth and to reflect the changing economic climate.

Mr. Sweeney continued: “The Fed’s actions to reduce interest rates are in response to a slowing economy in general and a weakening real estate sector in particular.  First Regional has never been involved in the riskiest segments of real estate credit, such as sub-prime mortgages.  Nonetheless, it appears likely that the present economic situation will impact most areas of real estate, including those in which First Regional participates.  Like the rest of the banking industry, First Regional will continue to address significant uncertainties in the months and years ahead.

“Fortunately, First Regional appears well positioned to deal with these challenges.  Our approach has always been to maintain a conservative posture, with an emphasis on managing risk and maintaining operating efficiency.  Our focus on asset quality gives us the flexibility to deal effectively with problems as they arise, and we have the years of experience and expertise needed to manage our operations effectively in difficult times.  Moreover, our prudent reserves and strong capital base give us the financial strength to weather adverse conditions and respond to opportunities that emerge.”

Mr. Sweeney concluded:  “I am very pleased to note that, effective January 2, 2008, H. Anthony Gartshore assumed the position of Chief Executive Officer, in addition to maintaining his existing responsibilities as President of the Company and its subsidiary, First Regional Bank.  I continue to serve as Chairman of the Board, with oversight over both the Bank and Bancorp.

“While I have reduced my role somewhat, rest assured that the business model and the philosophy which have long guided First Regional remain unchanged.  First Regional’s success is the result of many factors, including our capable staff and our experienced management team.  Tony Gartshore has been a key member of that team for over a decade, and over the years I have worked closely with him to build First Regional into the institution that it is today.  With extensive experience gathered in good times and bad, First Regional is well prepared to address the challenges and opportunities ahead, as we pursue our primary goal of protecting and enhancing the Company’s financial strength and shareholder value over the long-term.”

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 December 31	2007		2006
ASSETS:
Cash and due from banks	$	46,676	$	72,134
Federal funds sold	0		103,860
Cash and cash equivalents	46,676		175,994
Investment securities	32,156		27,485
Federal Home Loan Bank stock - at cost	8,487		12,385
Loans, net	2,020,217		1,805,301
Premises and equipment - net	5,438		3,838
Other real estate owned	0		0
Accrued interest receivable and other assets	61,341		51,236
Total assets	$	2,174,315	$	2,076,239
LIABILITIES AND CAPITAL:
Demand deposits	$	418,220	$	468,547
Savings deposits	58,173		60,443
Money market deposits	951,488		865,434
Time deposits	293,196		233,335
Total deposits	1,721,077		1,627,759
Funds purchased	20,955		0
Federal Home Loan Bank advances	135,000		190,000
Subordinated debentures	100,517		92,785
Accrued interest payable and other liabilities	22,147		18,685
Total liabilities	1,999,696		1,929,229
Stated capital	52,746		52,167
Retained earnings	121,723		94,869
Net unrealized gains (losses)
on available-for-sale securities	150		(26		)
Total capital	174,619		147,010
Total liabilities and capital	$	2,174,315	$	2,076,239
Book value per share outstanding	$	14.69	$	12.05
Total shares outstanding	11,890,487		12,200,091

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)				(000’s omitted)
	Three Months Ended December 31				Twelve Months Ended December 31
	2007		2006		2007		2006
Interest on loans	$	42,873	$	42,361	$	169,303	$	160,678
Interest on federal funds sold	244		179		576		308
Interest on deposits in financial institutions	80		59		293		217
Interest on investment securities	338		217		1,289		545
Total interest income	43,535		42,816		171,461		161,748
Interest on deposits	13,219		11,851		50,125		38,819
Interest on subordinated debentures	1,969		1,750		7,095		6,259
Interest on FHLB advances	1,543		1,232		6,414		8,174
Interest on other borrowings	5		0		16		4
Total interest expense	16,736		14,833		63,650		53,256
Net interest income	26,799		27,983		107,811		108,492
Provision for loan losses	1,422		437		2,622		4,328
Net interest income after provision for loan losses	25,377		27,546		105,189		104,164
Other operating income	4,671		1,994		11,421		8,307
Salaries and related benefits	9,073		8,354		36,373		30,249
Occupancy expenses	956		739		3,640		2,797
Other operating expenses	6,638		3,395		18,567		12,997
Total other operating expenses	16,667		12,488		58,580		46,043
Income before provision for income taxes	13,381		17,052		58,030		66,428
Provision for income taxes	5,479		6,832		24,420		28,092
Net income	$	7,902	$	10,220	$	33,610	$	38,336

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CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)					(000’s omitted)
	Three Months Ended December 31					Twelve Months Ended December 31
	2007		2006			2007		2006
Net income per share (1)
Basic	$	0.66	$	0.84		$	2.77	$	3.15
Diluted	$	0.62	$	0.78		$	2.59	$	2.95
Average shares outstanding (1)	11,935,640		12,194,155			12,120,892		12,164,867
Diluted average shares (1)	12,793,075		13,057,802			12,981,088		13,007,799
Average equity	$	172,263	$	141,574		$	163,370	$	125,851
Average assets	$	2,150,076	$	1,984,564		$	2,056,426	$	1,936,410
Return on average equity (%)	18.20		28.64			20.57		30.46
Return on average assets (%)	1.46		2.04			1.63		1.98
Efficiency ratio (%)	52.96		41.66			49.13		39.42
Number of employees	301		263
Assets per employee (000s)	$	7,224	$	7,894
CREDIT QUALITY
Beginning reserve for loan losses (000s)	$	21,993	$	20,131		$	20,624	$	17,577
Loan loss provisions	1,422		437			2,622		4,328
Loan recoveries	0		100			94		100
Loan chargeoffs	691		0			741		1,028
Net change in allowance for unfunded loan commitments	47		(44		)	172		(353		)
Ending reserve for loan losses (000s)	$	22,771	$	20,624		$	22,771	$	20,624
Nonperforming assets (000s)	$	10,525	$	14
Nonperforming assets / gross loans (%)	0.52		0.00
Reserve for loan losses / nonperforming assets (%)	216.35		147314.29
Reserve for loan losses / gross loans (%)	1.11		1.13

(1) 2006 per-share results and shares outstanding have been adjusted to reflect the company’s 3-for-1 stock split effected in August 2006.

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	(000s omitted)
	For the Three Months Ended December 31,
	2007					2006
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross loans	$	2,028,014	$	42,873	8.39	$	1,840,843	$	42,361	9.13
Federal funds sold	21,653		244		4.47	11,985		179		5.93
Investment securities	31,954		418		5.19	24,772		276		4.42
Total earning assets	$	2,081,621	$	43,535	8.30	$	1,877,600	$	42,816	9.05
Deposits	$	1,746,931	$	13,219	3.00	$	1,647,048	$	11,851	2.85
Federal Home Loan Bank advances	132,446		1,543		4.62	90,652		1,232		5.39
Subordinated debentures	100,517		1,969		7.77	92,785		1,750		7.48
Funds purchased	475		5		4.18	0		0		0.00
Total bearing liabilities	$	1,980,369	$	16,736	3.35	$	1,830,485	$	14,833	3.21
Net interest spread(1)					4.95					5.84
Net interest margin(2)					5.11					5.91

(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 Twelve Months Ended December 31,
	2007					2006
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,916,249	$	169,303	8.84	$	1,809,377	$	160,678	8.88
Federal funds sold	11,772		576		4.89	5,946		308		5.18
Investment Securities	30,886		1,582		5.12	16,822		762		4.53
Total Earning Assets	$	1,958,907	$	171,461	8.75	$	1,832,145	$	161,748	8.83
Deposits	$	1,664,273	$	50,125	3.01	$	1,550,369	$	38,819	2.50
Federal Home Loan Bank Advances	125,439		6,414		5.11	163,992		8,174		4.98
Subordinated Debentures	94,840		7,095		7.48	85,328		6,259		7.34
Funds Purchased	210		16		7.62	62		4		6.45
Total Bearing Liabilities	$	1,884,762	$	63,650	3.38	$	1,799,751	$	53,256	2.96
Net Interest Spread(1)					5.37					5.87
Net Interest Margin(2)					5.50					5.92

(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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The following is a schedule of new loans booked (not including loan renewals) by First Regional’s subsidiary, First Regional Bank, during each month of the fourth quarter of 2007:

Month	New Loans Booked
	(000’s omitted)
October	$	88,701
November	75,854
December	136,205
Fourth Quarter	$	300,760

The following is a schedule describing the primary components of First Regional Bank’s loan portfolio as of

December 31, 2007 and 2006:

	Disbursed Balance as of December 31, 2007		Percentage of Total		Disbursed Balance as of December 31, 2006		Percentage of Total
	(000’s omitted)				(000’s omitted)
Commercial Real Estate Loans
Construction Loans	$	565,712	27.6	%	$	375,175	20.5	%
Mini-Perm Loans	267,425		13.0	%	216,792		11.8	%
Bridge Loans	933,150		45.5	%	985,786		53.8	%
Other	26,778		1.3	%	29,119		1.6	%
	1,793,065		87.4	%	1,606,872		87.7	%
Commercial Non-Real Estate Secured Loans	$	257,489	12.6	%	$	226,667	12.3	%
					$
Total loans	$	2,050,554	100.0	%	1,833,539		100.0	%
Less - Allowance for loan losses	22,771				20,624
- Deferred loan fees	7,566				7,614
Net Loans	2,020,217				1,805,301

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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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