8-K

UNITED STATE

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 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 dated April 19, 2004.

Item 12. Public Announcement or Release of Material Non-Public Information

On April 19, 2004, Foothill Independent Bancorp issued a press release announcing its results of operations for the quarter ended March 31, 2004, which is the first quarter of its 2004 fiscal year. A copy of that press release is attached as Exhibit 99.1 to this Report.

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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 22, 2004	By:	/s/ CAROL ANN GRAF
		Carol Ann Graf
		Chief Financial Officer

S-1

INDEX TO EXHIBITS

Exhibit No.

EXHIBIT	DESCRIPTION
99.1	Press Release issued on April 19, 2004, announcing Foothill Independent Bancorp’s results of operations for the quarter ended March 31, 2004, which is the first quarter of its 2004 fiscal year.

E-1

EX-99.1

Exhibit 99.1

	Contact: G. Langley
Foothill Independent Bancorp	(626) 963-8551

PRESS RELEASE - April 19, 2004

FOOTHILL INDEPENDENT BANCORP POSTS RECORD FIRST QUARTER PROFITS

WHILE MAINTAINING EXCELLENT CREDIT QUALITY

GLENDORA, CA – Foothill Independent Bancorp (Nasdaq: FOOT), the parent holding company of Foothill Independent Bank, today reported an 8% increase in net income to $2.2 million, or $0.31 per diluted share, for the quarter ended March 31, 2004, from $2.0 million, or $.29 per share, in the first quarter a year ago. The annualized return on average equity (ROE) improved during the first quarter of 2004 to 14.3%, compared to 14.1% in the first quarter last year. A growing balance sheet and a continued focus on building core deposits were the principal contributors to the increase in net income and the improvement in ROE. All per share data has been adjusted to reflect the 9% stock dividend paid in January 2004.

“We are building new banking relationships and cross-selling additional products to existing customers,” stated George Langley, President and CEO. “We have concentrated on conservatively growing our loan portfolio while improving our deposit mix, and following this basic banking strategy has resulted in record first quarter profits and continued excellent credit quality.”

Assets increased 16% to $729 million at March 31, 2004 compared to $629 million at March 31, 2003, with total loans growing to $466 million at the end of the first quarter this year, from $453 million a year ago. Total deposits increased 17% to $653 million at the end of the first quarter of 2004, compared to $558 million a year earlier. Core deposits, defined as low- and no-cost deposits, increased 22% to $582 million, representing 89% of total deposits at quarter-end, compared to $477 million, or 85% of deposits at the end of the first quarter last year. Due primarily to the growth in assets, the annualized return on average assets was 1.26% for the first quarter this year, compared to 1.34% a year ago.

Credit quality remained excellent, with non-performing assets (NPAs) declining to $138,000, or 0.02% of total assets, at March 31, 2004. NPAs were $1.4 million, or 0.22% of assets at the end of the first quarter a year ago, and $626,000, or 0.09% of total assets at year-end 2003. The reserve for loan losses was $4.9 million at March 31, 2004, representing 1.06% of gross loans and far exceeding NPAs. The Bank recorded a net recovery of $7,000 during the first quarter of 2004, compared to a net recovery of $1,000 during the first quarter last year.

“The Southern California economy remains strong, although growth in the San Gabriel Valley has been slow,” Langley said. “We are currently adding deposits more rapidly than loans, so we are purchasing short-term investment securities, which typically carry lower yields than loans. As a result, we have seen sizable growth in assets while net interest income growth has been more moderate. We expect our net interest margin to improve as we are able to deploy our assets into higher yielding loans, or once interest rates begin to rise and improve yields on our existing adjustable rate loans.” Foothill’s net interest margin was 4.93% in the first quarter of 2004, compared to 5.22% in the fourth quarter of 2003 and 5.43% in the first quarter last year.

“I believe that expanding our branch network to the south will create the most opportunities for rapid growth, and we continue to look for a suitable acquisition candidate or locations for new branches,” Langley added. “In the meantime, we are investigating ways to maximize profitability in our existing locations, both through cost savings measures and revenue enhancements.”

Net interest income before the provision for loan losses increased 5% to $7.9 million in the first quarter of 2004, compared to $7.5 million in the first quarter last year. Interest income increased 3% primarily due to the expanded securities portfolio, while interest expense decreased 8% due to declining rates and a continued focus on building low-cost deposits. Other operating income increased 5% from the first quarter last year to $1.4 million.

Shareholders’ equity grew to $62 million at March 31, 2004, compared to $58 million a year earlier. Book value increased to $9.29 per share at the end of the first quarter this year, from $8.89 per share at March 31, 2003. Capital ratios continue to be above the “Well-Capitalized” guidelines established by the regulatory agencies. The Tier 1 Leverage Ratio was 9.92% and the Total Risk-based Capital Ratio was 14.10% at March 31, 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 financial performance that are based on current information. Our business is subject to a number of risks and uncertainties that could adversely affect our ability to grow earnings per share, expand net interest margin, or maintain asset quality, or that could cause our operating expenses to increase, and, therefore, could cause our future financial condition or operating results to differ significantly from our current expectations and beliefs. 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.

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FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited) (Dollars in thousands, except per share amounts)

	Three Months Ended March 31,
	2004		2003		Percent Change
INTEREST INCOME
Interest on loans & leases	$	7,646	$	7,847
Interest on securities		1,127		634
Interest on federal funds sold		82		95
Interest other		24		33
Total Interest Income		8,879		8,609	3	%
INTEREST EXPENSE
Deposits		924		1,011
Interest on borrowings		92		93
Total Interest Expense		1,016		1,104	-8	%
Net interest Income		7,863		7,505	5	%
Provision for loan losses		—		—
Net interest income after loan loss provision		7,863		7,505	5	%
OTHER OPERATING INCOME
Fees on deposits		1,267		1,232
Gain on sales of SBA loans		2		1
Other		149		117
Total Other Operating Income		1,418		1,350	5	%
OPERATING EXPENSES
Salaries and employee benefits		2,627		2,891
Occupancy and equipment		1,115		981
Other		2,101		1,800
Total Other Operating Expenses		5,843		5,672	3	%
Income before taxes		3,438		3,183
Income Tax		1,234		1,152
NET INCOME	$	2,204	$	2,031	8	%
Per Share Data*
Earnings per common share - Basic	$	0.33	$	0.31	6	%
Weighted average shares outstanding - Basic		6,717,428		6,563,952
Earnings per common share - Diluted	$	0.31	$	0.29	8	%
Weighted average shares outstanding - Diluted		7,159,490		7,114,178

* Per share data has been adjusted for the 9% stock dividend issued in January 2004.

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FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(Unaudited) (Dollars in thousands, except per share amounts)

	March 31,						Percentage Change
	2004			2003
ASSETS:
Noninterest earning demand deposits and cash on hand	$	43,807		$	31,440
Federal funds sold and overnight repurchase agreements		44,100			34,200
Interest-earning deposits		6,832			6,437
Total Cash and Cash Equivalents		94,739			72,077		31	%
Securities available for sale		140,464			80,161
Securities held to maturity		7,899			9,481
Total Securities		148,363			89,642		66	%
Loans and leases receivable		466,133			452,798		3	%
Reserve For loan losses		(4,954	)		(4,548	)
Loans & Leases Receivable, Net		461,179			448,250		3	%
Accrued interest receivable		2,704			2,449
Other real estate owned		—			—
Premises and equipment		4,944			5,375
Federal Home Loan Bank (FHLB) stock, at cost		377			357
Federal Reserve Bank (FRB) stock, at cost		351			229
Other assets		16,198			10,914
TOTAL ASSETS	$	728,855		$	629,293		16	%
LIABILITIES AND STOCKHOLDERS’ EQUITY:
LIABILITIES:
Non-interest bearing demand deposits	$	240,105		$	205,687
Savings & NOW deposits		162,754			143,483
Money market deposits		178,807			127,572
Time deposits		71,190			81,719
Total Deposits		652,856			558,461		17	%
Accrued employee benefits		3,132			2,762
Accrued interest and other liabilities		2,124			1,895
Other debt		8,248			8,248
Total Liabilities		666,360			571,366		17	%
STOCKHOLDERS’ EQUITY:
Common stock $0.001 par value-authorized: 25,000,000 shares; issued and outstanding: 6,729,477 and 6,516,214 shares, respectively		7			6
Additional paid-in capital		67,413			52,458
Retained earnings		(5,419	)		5,220
Accumulated other comprehensive income net of taxes		494			243
Total Stockholders’ Equity		62,495			57,927		8	%
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	728,855		$	629,293		16	%

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FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES

CONSOLIDATED FINANCIAL RATIOS

(Unaudited) (Dollars in thousands, except per share amounts)

	Three Months Ended March 31,
	2004		2003
Return on average assets*	*1.26	%	1.34	%
Return on average equity*	*14.32	%	14.06	%
Efficiency ratio*	64.78	%	63.37	%
Annualized operating expense/average assets*	*3.33	%	3.75	%
Net interest margin	*4.93	%	5.43	%
Tier 1 capital ratio*	9.92	%	10.78	%
Risk adjusted capital ratio*	14.11	%	13.00	%

* These ratios have been annualized.

OTHER CONSOLIDATED FINANCIAL DATA (unaudited)

	Three Months Ended March 31,
	2004			2003
	(Dollars in thousands, except per share amounts)
Net loans and leases	$	461,179		$	448,178
Non-performing/non-accrual loans*
Amounts	$	138		$	1,413
As a percentage of gross loans		0.03	%		0.31	%
Real estate owned - loans	$	—		$	—
Total non-performing assets
Amounts	$	138		$	1,413
As a percentage of total assets		0.02	%		0.22	%
Loan loss reserves
Amounts	$	4,954		$	4,620
As a percentage of gross loans		1.06	%		1.02	%
Loan loss provision	$	—		$	—
Net charge-offs (recoveries)	$	(7	)	$	(1	)

* Non-Accrual loans are loans that have made no payments of principal or interest for more than 90 days.

	At March 31, 2004			At March 31, 2003
Book Value Per Share	$	9.29	**	$	8.89	**

** Adjusted for stock dividends payable subsequent to December 31, 2003 and 2002.

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FOOTHILL INDEPENDENT BANCORP AND SUBSIDIARIES

CONSOLIDATED AVERAGE BALANCE SHEET

(Unaudited) (Dollars in thousands, except per share amounts)

	Three Months Ended March 31
	2004			2003
ASSETS
Earning assets:
Interest-earning deposits	$	6,588		$	7,154
Federal funds sold and overnight repurchase agreements		34,724			33,009
Investment securities		139,920			73,899
Loans and leasses (net of unearned income)		463,376			444,512
Total earning assets		644,608			558,574
Loan loss reserve		(4,943	)		(4,619	)
Non-earning assets		62,574			50,885
TOTAL ASSETS	$	702,239		$	604,840
LIABILITIES AND STOCKHOLDERS’ EQUITY
Interest-bearing liabilities:
Deposits:
Savings and interst bearing transaction accounts	$	325,423		$	258,629
Certificates of deposit, $100,000 or more		30,357			33,499
Other time deposits		43,494			50,088
Total interest-bearing deposits		399,274			342,216
Other interest-bearing liabilities		8,248			8,248
Total interest bearing liabilities		407,522			350,464
Non-interest liabilities:
Demand deposits		229,968			191,585
Other non-interest liabilities		3,205			4,987
Total liabilities		640,695			547,036
Stockholders’ equity		61,544			57,804
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	702,239		$	604,840

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