-----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, HDZcfPCxhF2wVxKUqvRAkJJFelVkwEW32cQChehYVqox8w45ZNbMScWW9RI6XFLr WFStCcqAFhliQ5Pve9tfOA== 0001157523-05-003452.txt : 20050419 0001157523-05-003452.hdr.sgml : 20050419 20050419131606 ACCESSION NUMBER: 0001157523-05-003452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050419 DATE AS OF CHANGE: 20050419 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: 05758721 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 a4866368.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) April 18, 2005 -------------- FOOTHILL INDEPENDENT BANCORP (Exact name of registrant as specified in its charter) DELAWARE 0-11337 95-3815805 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 510 S. GRAND AVENUE GLENDORA CA 91741 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (626) 963-8551 -------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report). 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: [_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [_] Pre-commencement communications pursuant to Rule 13c-4(C) under the Exchange Act (17 CFR 240.13e-4(C)) Item 2.02 Results of Operations and Financial Condition. On April 18, 2005, Foothill Independent Bancorp issued a press release announcing its results of operations for the quarter ended March 31, 2005. A copy of that press release is attached hereto as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information in the Current Report on form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the securities Act of 1933. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibit is filed as part of this report: Exhibit 99.1: Press Release issued April 18, 2005, announcing the consolidated financial results of Foothill Independent Bancorp for the quarter ended March 31, 2005. 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: April 18, 2005 By /s/ CAROL ANN GRAF --------------------------- Carol Ann Graf Chief Financial Officer INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION - -------------------- ------------------------------------------- Exhibit 99.1: Press Release issued April 18, 2005, announcing the consolidated financial results of Foothill Independent Bancorp for the quarter ended March 31, 2005. EX-99.1 2 a4866368ex991.txt EXHIBIT 99.1 Exhibit 99.1 Foothill Independent Bancorp Posts Record Profits in First Quarter 2005, 18% Net Income Growth GLENDORA, Calif.--(BUSINESS WIRE)--April 18, 2005--Foothill Independent Bancorp (Nasdaq:FOOT), the holding company for Foothill Independent Bank, today reported that strong loan growth funded primarily by core deposits contributed to an 18% profit increase over the first quarter of 2004. Net income was $2.6 million, or $0.36 per diluted share, in the quarter ended March 31, 2005, compared to $2.2 million, or $0.31 per share in the first quarter a year ago. Performance measures advanced, reflecting Foothill's improvements in profitability over the last year. The annualized return on average equity (ROE) improved to 16.1% in the first quarter of 2005, compared to 14.3% in the same quarter last year, while the annualized return on average assets (ROA) grew to 1.30%, versus to 1.26% in the first quarter of 2004. "We have generated excellent performance ratios by keeping a low cost of funds and growing our high-performing loan portfolio," stated George Langley, President and CEO. "Should interest rates continue to rise, I expect our profitability will improve further as a significant portion of our loan portfolio is prime-based with yields that adjust quicker, and to a greater degree, than the costs on our deposit base." Assets increased 11% to $805 million at March 31, 2005, compared to $729 million a year earlier, with total loans also growing 11% to $517 million, from $466 million at the end of the first quarter last year. Total securities were $199 million at the end of the first quarter of 2005, up 34% from $148 million a year prior. Total deposits increased 10% to $717 million at the end of the first quarter of 2005, compared to $653 million in the like quarter of 2004. Core deposits, defined as low- and no-cost deposits, increased 12% to $649 million, representing 91% of total deposits at quarter-end, compared to $582 million, or 89% of deposits at the end of the first quarter last year. Time deposits decreased by 5% to $67 million, from $71 million at the end of the first quarter a year ago. Net interest margin was 4.87% in the first quarter of 2005, which was lower than the 4.93% in the first quarter last year, but was an improvement over 4.74% in the fourth quarter of 2004, indicating that net interest margin is beginning to trend upward. "Core deposit growth continues to outpace loan generation, so our available-for-sale securities portfolio has shown a sizable increase over the last year," Langley said. "We will continue working to obtain quality loans to more effectively deploy that capital, which should help further expand our net interest margin going forward. In the meantime, our conservative underwriting standards have helped ensure that Foothill remains an exceedingly strong institution." Credit quality remains excellent, with non-performing loans (NPLs) declining to $124,000, or 0.02% of total loans at March 31, 2005. A year ago, NPLs were $138,000 or 0.03% of assets. The Bank recorded a net loan charge-off of $1,000 during the first quarter of 2005, compared to a net recovery of $7,000 during the first quarter last year. The reserve for loan losses was $5.0 million at March 31, 2005, representing 0.97% of gross loans and far exceeding NPAs. Net interest income increased 14% to $9.0 million in the first quarter of 2005, compared to $7.9 million in the first quarter last year. Interest income increased by $1.2 million due primarily to the larger earning asset base, while interest expense increased by only $163,000 despite the rising interest rate environment, due to a continued focus on building low-cost deposits. Other operating income decreased slightly to $1.3 million in the quarter, compared to $1.4 million in the first quarter of 2004. Non-interest expenses increased 7% to $6.2 million, from $5.8 million in the first quarter last year. "The up tick in operating expenses is essentially due to increased employee benefits, including funding our annual performance incentive program," Langley said. "Despite the increase, our efficiency ratio improved to 61.9% for the first quarter of 2005, from 64.8% in the same quarter last year, reflecting our commitment to keeping operating expenses in check." Shareholders' equity grew to $65 million at March 31, 2005, compared to $62 million a year earlier. Book value increased to $9.60 per share at the end of the first quarter this year, from $9.29 per share at March 31, 2004. Capital ratios continue to be above the "Well-Capitalized" guidelines established by the regulatory agencies. The Tier 1 Leverage Ratio was 9.30% and the Total Risk-based Capital Ratio was 13.48% at March 31, 2005. 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 the Securities Acts of 1933 and 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," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." Forward-looking statements set forth our expectations or beliefs regarding our future financial condition or future financial performance, which are based on current information. Our actual results in future periods could differ significantly from our current estimates, expectations and beliefs, as set forth in this Release, due to a number of risks and uncertainties that could affect our business or operating results. Those risks and uncertainties include, but are not limited to: -- The risk of increased competition from other institutions, which could require us to reduce the interest rates we can charge on loans or to increase the interest we must pay to attract or maintain deposits, either or both of which could lead to reductions in our net interest margin or net earnings. -- The risk of adverse changes in national economic conditions or changes in Federal Reserve Board monetary policies, which could lead to reductions in loan demand or a weakening in the financial ability of borrowers to meet their loan obligations to us. -- The risk of a significant decline in real property values in Southern California which, because approximately 90% of our loans are secured by real property, could result in a deterioration in the performance of our loan portfolio and, as a result, could require us to increase the provisions we must make for potential loan losses and lead to increase in loan write-offs, which would reduce our earnings and could adversely affect our financial condition. -- The risk that natural disasters, such as earthquakes or fires, which are not uncommon in Southern California, or localized economic downturns could adversely affect our operating results. -- The risk of changes in federal and state bank regulatory policies that might have the effect of reducing yields on earning assets or increasing our operating costs. -- The risk that growth initiatives, such as the addition of new branches or possible acquisitions of other banks, would result in increased operating costs and declines in our earnings, and -- The risk that we may have to reduce or eliminate cash dividends due to the occurrence of any of the foregoing events. Certain of those risks and uncertainties, as well as others, are described more fully in our Annual Report on Form 10-K for the fiscal year ended December 31, 2004, 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 BALANCE SHEET (unaudited) (Dollars in thousands, except per share data) March 31, Percentage 2005 2004 Change --------- --------- -------- ASSETS: Noninterest earning demand deposits and cash on hand $34,662 $43,807 Federal funds sold and overnight repurchase agreements 20,900 44,100 Interest-earning deposits 6,833 6,832 --------- --------- Total Cash and Cash Equivalents 62,395 94,739 -34% Securities available for sale 191,167 140,464 Securities held to maturity 7,893 7,899 --------- --------- Total Securities 199,060 148,363 34% Loans and leases receivable 517,342 466,133 11% Reserve For loan losses (5,015) (4,954) --------- --------- Loans & Leases Receivable, Net 512,327 461,179 11% Accrued interest receivable 3,555 2,704 Other real estate owned - - Premises and equipment 4,791 4,944 Federal Home Loan Bank (FHLB) stock, at cost 3,460 377 Federal Reserve Bank (FRB) stock, at cost 348 351 Other assets 19,461 16,198 --------- --------- TOTAL ASSETS $805,397 $728,855 11% ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY: LIABILITIES: Non-interest bearing demand deposits $275,795 $240,105 Savings & NOW deposits 172,700 162,754 Money market deposits 200,947 178,807 Time deposits 67,354 71,190 --------- --------- Total Deposits 716,796 652,856 10% Accrued employee benefits 3,474 3,132 Accrued interest and other liabilities 2,052 2,124 Other debt 18,248 8,248 --------- --------- Total Liabilities 740,570 666,360 11% STOCKHOLDERS' EQUITY: Common stock $0.001 par value- authorized: 25,000,000 shares; issued and outstanding: 6,752,548 and 6,729,477 shares, respectively 7 7 Additional paid-in capital 68,021 67,413 Retained earnings (873) (5,419) Accumulated other comprehensive income net of taxes (2328) 494 --------- --------- Total Stockholders' Equity 64,827 62,495 4% --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $805,397 $728,855 11% ========= ========= FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED STATEMENT OF INCOME (unaudited) (Dollars in thousands, except per share amounts) Three Months Ended March 31, Percent 2005 2004 Change ---------- ---------- ------------ INTEREST INCOME Interest on loans & leases $8,268 $7,646 Interest on securities 1,647 1,127 Interest on federal funds sold 172 82 Interest other 47 24 ---------- ---------- Total Interest Income 10,134 8,879 14% INTEREST EXPENSE Deposits 1,059 924 Interest on borrowings 120 92 ---------- ---------- Total Interest Expense 1,179 1,016 16% Net interest Income 8,955 7,863 14% Provision for loan losses - - ---------- ---------- Net interest income after loan loss provision 8,955 7,863 14% OTHER OPERATING INCOME Fees on deposits 1,038 1,267 Gain on sales of SBA loans 13 2 Other 231 149 ---------- ---------- Total Other Operating Income 1,282 1,418 -10% OPERATING EXPENSES Salaries and employee benefits 2,943 2,778 Occupancy and equipment 1,043 1,115 Other 2,248 1,950 ---------- ---------- Total Other Operating Expenses 6,234 5,843 7% ---------- ---------- Income before taxes 4,003 3,438 Income tax 1,392 1,234 ---------- ---------- NET INCOME $2,611 $2,204 18% ========== ========== Per Share Data Earnings per common share - Basic $0.39 $0.33 18% ========== ========== Weighted average shares outstanding - Basic 6,741,310 6,717,428 ========== ========== Earnings per common share - Diluted $0.36 $0.31 18% ========== ========== Weighted average shares outstanding - Diluted 7,192,030 7,159,490 ========== ========== FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED FINANCIAL RATIOS (unaudited) Three Months Ended March 31, --------------------- 2005 2004 ---------- ---------- Return on average assets(a) 1.30% 1.26% Return on average equity(a) 16.15% 14.32% Efficiency ratio(a) 61.88% 64.78% Annualized operating expense/average assets(a) 3.11% 3.33% Net interest margin 4.87% 4.93% Tier 1 capital ratio(a) 9.30% 9.92% Risk adjusted capital ratio(a) 13.48% 14.11% - ------ (a) These ratios have been annualized. OTHER CONSOLIDATED FINANCIAL DATA (unaudited) Three Months Ended March 31, --------------------- 2005 2004 ---------- ---------- (Dollars in thousands, except per share amounts) Net loans and leases $512,327 $461,179 Non-performing/non-accrual loans(a) Amounts $124 $138 As a percentage of gross loans 0.02% 0.03% Real estate owned - loans $ - $ - Total non-performing assets Amounts $124 $138 As a percentage of total assets 0.02% 0.02% Loan loss reserves Amounts $5,015 $4,954 As a percentage of gross loans 0.97% 1.06% Loan loss provision $ - $ - Net charge-offs (recoveries) $1 $(7) - ------ (a) Non-Accrual loans are loans that have made no payments of principal or interest for more than 90 days. At March 31, 2005 At March 31, 2004 ------------------- ------------------- Book Value Per Share $9.60 $9.29 FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES CONSOLIDATED AVERAGE BALANCE SHEET (unaudited) (Dollars in thousands) Three Months Ended March 31, 2005 2004 --------- --------- ASSETS Earning assets: Interest-earning deposits $8,599 $6,588 Federal funds sold and overnight repurchase agreements 28,492 34,724 Investment securities 198,511 139,920 Loans and leases (net of unearned income) 509,558 463,376 --------- --------- Total earning assets 745,160 644,608 Loan loss reserve (5,018) (4,943) Non-earning assets 62,598 62,574 --------- --------- TOTAL ASSETS $802,740 $702,239 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Interest-bearing liabilities: Deposits: Savings and interest bearing transaction accounts $376,483 $325,423 Certificates of deposit, $100,000 or more 40,318 30,357 Other time deposits 34,597 43,494 --------- --------- Total interest-bearing deposits 451,398 399,274 Other interest-bearing liabilities 8,470 8,248 --------- --------- Total interest bearing liabilities 459,868 407,522 Non-interest liabilities: Demand deposits 272,412 229,968 Other non-interest liabilities 5,791 3,205 --------- --------- Total liabilities 738,071 640,695 Stockholders' equity 64,669 61,544 --------- --------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $802,740 $702,239 ========= ========= CONTACT: Foothill Independent Bancorp G. Langley, 626-963-8551 -----END PRIVACY-ENHANCED MESSAGE-----