-----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, WlWmEW4YHwGW7PArNCMV/OhpfzdtBaAN2a3m9PC03ddCtr8PWozvQ1Q+XIZNwgKU PymKOd4MMMeNdITm5GuBhQ== 0001157523-04-006541.txt : 20040721 0001157523-04-006541.hdr.sgml : 20040721 20040720174842 ACCESSION NUMBER: 0001157523-04-006541 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040719 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOOTHILL INDEPENDENT BANCORP CENTRAL INDEX KEY: 0000718903 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953815805 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11337 FILM NUMBER: 04922779 BUSINESS ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 BUSINESS PHONE: 9095999351 MAIL ADDRESS: STREET 1: 510 S GRAND AVE CITY: GLENDORA STATE: CA ZIP: 91741 8-K 1 a4682222.txt FOOTHILL INDEPENDENT BANCORP UNITED STATES 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 (Date of earliest event reported): July 19, 2004 ------------- FOOTHILL INDEPENDENT BANCORP ---------------------------- (Exact Name of Registrant as Specified in Charter) Delaware -------- (State or Other Jurisdiction of Incorporation) 0-11337 95-3815805 - ---------------------- --------------------------------- (Commission File No.) (IRS Employer Identification No.) 510 South Grand Avenue, Glendora California 91741 ----------------------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (626) 963-8551 or (909) 599-9351 ---------------------------------- Not Applicable ------------------------------------------------------------------------------ (Former Name or Former Address if Changed Since Last Report ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. The following exhibit is filed as part of this report: Exhibit 99.1: Press Release issued July 19, 2004, announcing the consolidated financial results of Foothill Independent Bancorp for the quarter and six months ended June 30, 2004. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION). On July 19, 2004, Foothill Independent Bancorp issued a press release announcing its results of operations for the quarter and six months ended June 30, 2004. A copy of that press release is attached hereto as Exhibit 99.1. In accordance with SEC Release Nos. 33-8216 and 34-47583, the information contained in this Report, including the Exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934. 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 hereunto duly authorized. FOOTHILL INDEPENDENT BANCORP Date: July 19, 2004 By /s/ CAROL ANN GRAF ---------------------------------------- Carol Ann Graf Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - ----------- -------------------------------------------------------------- 99.1 Press Release issued on July 19, 2004 announcing results of operations for the quarter and six months ended June 30, 2004. EX-99.1 2 a4682222ex991.txt FOOTHILL INDEPENDENT BANCORP Exhibit 99.1 Foothill Independent Bancorp Posts Record Second Quarter Profits; Net Income Increases 12% GLENDORA, Calif.--(BUSINESS WIRE)--July 19, 2004--Foothill Independent Bancorp (Nasdaq: FOOT), the holding company of Foothill Independent Bank, today reported that a continued focus on building core deposits and improved operating efficiencies resulted in record profits in the both the second quarter and first half of 2004. Net income increased 12% to $2.21 million, or $0.31 per diluted share, in the quarter ended June 30, 2004, compared to $1.97 million, or $0.28 per share in the second quarter last year. For the first six months of 2004, net income grew 10% to $4.41 million, or $0.62 per diluted share, from $4.00 million, or $0.56 per diluted share in the first half of 2003. "Foothill has posted another record quarter by following a basic banking strategy: growing high-quality earning assets funded by low-cost deposits," stated George Langley, President and CEO. "In the banking industry, this is an extremely efficient use of the capital provided by our shareholders, and as a result we have been recognized for our consistently high return on equity." Earlier this month, Foothill was ranked #52 in the Top 200 Publicly Traded Banks with less than $1 billion in assets by U.S. Banker magazine, based on three-year return on equity (ROE). Annualized ROE improved to 14.5% in the second quarter of 2004, from 13.6% in the second quarter last year. For the six months ended June 30, 2004, ROE improved to 14.4%, compared to 13.8% in the same period of 2003. Annualized return on average assets was 1.20% for the second quarter and 1.23% for the first six months of 2004, compared to 1.23% and 1.29%, respectively, in 2003. "We have positioned our balance sheet to benefit from a measured rise in interest rates," Langley continued. "While a severe rate hike would have a negative impact in the short-term, our low cost of funds and largely adjustable-rate portfolio should result in an expanded net interest margin as rates slowly increase. In addition, we have built a sizable securities portfolio, as our deposit generation has outpaced loan originations. We are currently seeing an increase in loan demand and are working to deploy that capital into higher-yielding loans while maintaining credit quality." Credit quality has remained exceedingly strong: -- Net recoveries were recorded in both the second quarter and first half of 2004. -- Non-performing assets (NPAs) declined to $185,000, or 0.02% of total assets at the end of the second quarter, compared to $1.75 million, or 0.27% of assets a year ago, and $626,000, or 0.09% of total assets at year-end 2003. -- The reserve for loan losses grew to $5.0 million at the end of the second quarter of 2004, representing 1.05% of gross loans and far exceeding NPAs. Total assets increased 15% to $744.3 million at the end of the second quarter, compared to $649.4 million a year ago, with total loans growing to $473.8 million, from $464.5 million at the midway point last year. The securities portfolio grew 74% to $162.5 million at June 30, 2004, compared to $93.4 million at the end of June last year. Total deposits were up 16% to $670.5 million at June 30, 2004, from $578.7 million a year earlier. Core deposits, consisting of low-cost savings and money market deposits and no-cost demand deposits, increased 21% to $602.0 million, representing 90% of total deposits at June 30, 2004, compared to $498.2 million, or 86% of total deposits at June 30, 2003. By comparison, time deposits decreased by 15% to $68.5 million at June 30, 2004, from $80.5 million a year ago. "Our focus on building core deposits has allowed us to post a net interest margin that, while off slightly from a year ago, continues to exceed that of most of our peers," Langley said. Net interest margin was 4.65% in the second quarter and 4.79% in the first six months of 2004, compared to 5.08% in the quarter last year and 5.25% for the first half of 2003. Net interest income grew 4% in both the quarter and six-month period ended June 30, 2004, due to an increase in average earning assets as well as decreased interest expense. Net interest income was $7.70 million in the second quarter of 2004, compared to $7.42 million last year, and $15.56 million in the first six months of the year, compared to $14.92 million a year ago. Other operating income remained largely unchanged, declining by 1% to $1.42 million in the second quarter of 2004, and increasing slightly to $2.83 million in the six months ended June 30, 2004. "Operating expenses were unchanged from a year ago at $5.67 million on a quarterly basis, and up only slightly to $11.51 million on a six-month basis," Langley said. "As a result, our efficiency ratio improved to 63.7% in the second quarter of 2004 from 64.6% a year ago, and to 64.3% for the six-month period, compared to 64.7% for the first half of 2003." Shareholders' equity was $61.3 million at June 30, 2004, compared to $58.6 million a year earlier, and book value increased to $9.12 per share at the end of the second quarter, from $8.90 per share at June 30, 2003. Capital ratios continue to be above the "Well-Capitalized" guidelines established by U.S. Bank Regulatory Agencies. The Tier 1 Leverage Ratio was 9.62% and the Total Risk-based Capital Ratio was 13.94% at June 30 2004. About Foothill Independent Bancorp Foothill Independent Bancorp is a one-bank holding company that owns and operates Foothill Independent Bank. The Bank currently operates 12 commercial banking offices in Los Angeles, San Bernardino and Riverside Counties. Foothill Independent Bank has consistently earned the highest ratings for safety and soundness from such bank rating firms as Findley Reports, Bauer Financial Services, and Veribanc. Forward Looking Information This Release contains 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. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and often include the words "believe," "expect," "anticipate," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements are estimates of, or expectations or beliefs regarding, our future financial condition or future financial performance that are based on current information. Our future financial condition or operating results could differ significantly from our current expectations and beliefs due to a number of risks and uncertainties, including risks that could adversely affect our ability to grow earnings per share, expand net interest margin, maintain asset quality, or that could cause our operating expenses to increase,. Certain of those risks and uncertainties are described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Securities and Exchange Commission. Readers of this Release are urged to read the cautionary statements, which are set forth under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations -- Factors That Could Affect Our Future Financial Performance" in Part II of that Report. Due to these uncertainties and risks, readers are cautioned not to place undue reliance on forward-looking statements contained in this Release, which speak only as of this date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME Dollars in Thousands, Except Per Share Data (Unaudited) Three Months Ended June 30, Percent 2004 2003 Change --------------------------------- Interest on loans & leases $7,446 $7,717 Interest on securities 1,223 714 Interest on federal funds sold 84 96 Interest other 30 29 ----------- ----------- Total Interest Income 8,783 8,556 3% Deposits 992 1,045 Interest on borrowings 92 93 ----------- ----------- Total Interest Expense 1,084 1,138 (5)% Net interest income 7,699 7,418 4% Provision for loan losses -- 100 (100)% ----------- ----------- Net Interest income after Provision for loan losses 7,699 7,318 5% Fees on deposits 1,291 1,283 Gain on sales of SBA loans 3 -- Other 123 151 ----------- ----------- Total Other Operating Income 1,417 1,434 (1)% Salaries and employee benefits 2,729 2,838 Occupancy and equipment 1,010 1,020 Other 1,928 1,806 ----------- ----------- Total Other Operating Expenses 5,667 5,664 0% ----------- ----------- Income before taxes 3,449 3,088 Income tax 1,242 1,115 ----------- ----------- NET INCOME $2,207 $1,973 12% =========== =========== Earnings per common share -- Basic $0.33 $0.30 10% =========== =========== Weighted average shares outstanding -- Basic 6,722,111 6,538,092 =========== =========== Earnings per common share -- Diluted $0.31 $0.28 11% =========== =========== Weighted average shares outstanding -- Diluted 7,126,619 7,017,937 =========== =========== Six Months Ended June 30, Percent 2004 2003 Change --------------------------------- Interest on loans & leases $15,092 $15,564 Interest on securities 2,350 1,348 Interest on federal funds sold 166 191 Interest other 54 62 ----------- ----------- Total Interest Income 17,662 17,165 3% Deposits 1,916 2,056 Interest on borrowings 184 186 ----------- ----------- Total Interest Expense 2,100 2,242 (6%) Net interest income 15,562 14,923 4% Provision for loan losses -- 100 (100%) ----------- ----------- Net Interest income after Provision for loan losses 15,562 14,823 5% Fees on deposits 2,557 2,515 Gain on sales of SBA loans 5 1 Other 272 268 ----------- ----------- Total Other Operating Income 2,834 2,784 2% Salaries and employee benefits 5,356 5,729 Occupancy and equipment 2,125 2,001 Other 4,028 3,606 ----------- ----------- Total Other Operating Expenses 11,509 11,336 2% ----------- ----------- Income before taxes 6,887 6,271 Income tax 2,476 2,267 ----------- ----------- NET INCOME $4,411 $4,004 10% =========== =========== Earnings per common share -- Basic $0.66 $0.61 8% =========== =========== Weighted average shares outstanding -- Basic 6,719,770 6,550,454 =========== =========== Earnings per common share -- Diluted $0.62 $0.56 11% =========== =========== Weighted average shares outstanding -- Diluted 7,150,532 7,127,518 =========== =========== NOTE: Per share data for the quarter ended June 30, 2003 has been retroactively adjusted for stock dividends paid subsequent to December 31, 2003. FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) At June 30, Percentage 2004 2003 Change --------------------------------- ASSETS: (Dollars in thousands) Noninterest earning demand deposits and cash on hand $39,253 $34,745 Federal funds sold and overnight repurchase agreements 36,700 29,500 Interest-earning deposits 8,218 8,514 ----------- ----------- Total Cash and Cash Equivalents 84,171 72,759 16% Securities available for sale 155,601 83,896 Securities held to maturity 6,872 9,480 ----------- ----------- Total Securities 162,473 93,376 74% Loans and leases receivable 473,833 464,549 2% Reserve for loan losses (4,989) (4,665) ----------- ----------- Loans & Leases Receivable, Net 468,844 459,884 2% Accrued interest receivable 2,717 2,321 Other real estate owned -- -- Premises and equipment 4,872 5,139 Federal Home Loan Bank (FHLB) stock, at cost 3,389 366 Federal Reserve Bank (FRB) stock, at cost 351 229 Other assets 17,482 15,310 ----------- ----------- TOTAL ASSETS $744,299 $649,384 15% =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY: Liabilities: Non-interest bearing demand deposits $250,988 $212,943 Savings & NOW deposits 160,407 144,744 Money market deposits 190,612 140,502 Time deposits 68,493 80,471 ----------- ----------- Total Deposits 670,500 578,660 16% Accrued employee benefits 3,239 2,869 Accrued interest and other liabilities 1,013 990 Other debt 8,248 8,248 ----------- ----------- Total Liabilities 683,000 590,767 16% Stockholders' Equity: Common stock $0.001 par value -- authorized: 25,000,000 shares; Issued and outstanding: 6,719,165 and 6,516,214 shares, respectively 7 6 Additional paid-in capital 67,458 52,790 Retained earnings (4,458) 5,427 Accumulated other comprehensive income net of taxes (1708) 394 ----------- ----------- Total Stockholders' Equity 61,299 58,617 5% ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $744,299 $649,384 15% =========== =========== FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED FINANCIAL RATIOS (unaudited) Three Months Ended(1) Six Months Ended(1) June 30, June 30, 2004 2003 2004 2003 --------------------- ------------------- Return on average assets 1.20% 1.23% 1.23% 1.29% Return on average equity 14.54% 13.59% 14.43% 13.82% Efficiency ratio 63.74% 64.59% 64.25% 64.68% Annualized operating expense/average assets 3.09% 3.54% 3.20% 3.64% Net interest margin 4.65% 5.08% 4.79% 5.25% Tier 1 capital ratio 9.62% 10.30% 9.62% 10.30% Risk adjusted capital ratio 13.94% 13.74% 13.94% 13.74% (1) All ratios have been annualized. FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES OTHER CONSOLIDATED FINANCIAL DATA (unaudited) Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ------------------ ---------------- (Dollars in thousands) Net loans and leases $468,844 $459,884 $468,844 $459,884 Non-performing/ non-accrual loans(1) Amounts $185 $1,748 $185 $1,748 As a percentage of gross loans 0.04% 0.38% 0.04% 0.38% Real estate owned -- loans $-- $-- $-- $-- Total non-performing assets Amounts $185 $1,748 $185 $1,748 As a percentage of total assets 0.02% 0.27% 0.02% 0.27% Loan loss reserves Amounts $4,989 $4,665 $4,989 $4,665 As a percentage of gross loans 1.05% 1.00% 1.05% 1.00% Loan loss provision $-- $100 $-- $100 Net charge-offs (recoveries) $(35) $(6) $(42) $(7) (1) Non-Accrual loans are loans that have made no payments of principal or interest for more than 90 days. At June 30, 2004 2003 ----- ----- Book Value Per Share(1) $9.12 $8.90 (1) Adjusted for stock dividends issued subsequent to December 31, 2003 and 2002. FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES AVERAGE BALANCES Three Months Ended Six Months Ended June 30, June 30, 2004 2003 2004 2003 ------------------ ---------------- ASSETS (In Thousands) Earning assets: Interest-earning deposits $7,820 $7,346 $7,204 $7,250 Federal funds sold and overnight repurchase agreements 35,548 33,543 35,136 33,277 Investment securities 157,154 93,185 148,537 83,595 Loans and leases (net of unearned income) 470,848 455,357 467,112 450,028 --------- --------- --------- --------- Total earning assets 671,370 589,431 657,989 574,150 Loan loss reserve (4,979) (4,626) (4,961) (4,622) Non-earning assets 66,606 54,665 65,864 53,132 --------- --------- --------- --------- Total Assets $732,997 $639,470 $718,892 $622,660 ========= ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Deposits: Savings and interest bearing transaction accounts $343,503 $280,968 $334,463 $269,861 Certificates of deposit, $100,000 or more 30,109 31,828 30,233 32,655 Other time deposits 40,938 49,754 42,217 49,920 --------- --------- --------- --------- Total interest-bearing deposits 414,550 362,550 406,913 352,436 Other interest-bearing liabilities 8,000 8,000 8,000 8,000 --------- --------- --------- --------- Total interest bearing liabilities 422,550 370,550 414,913 360,436 Non-interest bearing liabilities: Demand deposits 244,820 206,619 237,386 199,872 Other non-interest bearing liabilities 4,880 4,233 5,447 4,416 --------- --------- --------- --------- Total liabilities 672,250 581,402 657,746 564,724 Stockholders' equity 60,747 58,068 61,146 57,936 --------- --------- --------- --------- Total Liabilities and Stockholders' Equity $732,997 $639,470 $718,892 $622,660 ========= ========= ========= ========= CONTACT: Foothill Independent Bancorp G. Langley, 626-963-8551 -----END PRIVACY-ENHANCED MESSAGE-----