-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, P/pd2T7Bl1BR0xalcUWqilcVG0mAcAW1gxrDbdgQR2z1JYmCpBiO/495c3RCBVEr FQzFjdSLNUT7KLTv4BhAJg== 0000729502-95-000008.txt : 19950530 0000729502-95-000008.hdr.sgml : 19950530 ACCESSION NUMBER: 0000729502-95-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANCORP /CA/ CENTRAL INDEX KEY: 0000729502 STANDARD INDUSTRIAL CLASSIFICATION: 6022 IRS NUMBER: 942822858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12499 FILM NUMBER: 95539395 BUSINESS ADDRESS: STREET 1: 701 S HAM LN CITY: LODI STATE: CA ZIP: 95242 BUSINESS PHONE: 2093672000 MAIL ADDRESS: STREET 1: 701 S HAM LANE CITY: LODI STATE: CA ZIP: 95242 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended March 31, 1995 Commission File Number : 0-12499 First Financial Bancorp (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation or organization) 94-28222858 (I.R.S. Employer Identification No.) 701 South Ham Lane , Lodi, California 95242 (Address of principal executive offices) (209)-367-2000 (Registrant's telephone number, including area code) NA (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file suchreports),and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No As of March 31, 1995, there were 1,306,446 shares of Common Stock, no par value, outstanding. FIRST FINANCIAL BANCORP FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 1995 TABLE OF CONTENTS
Page PART I Item 1. Financial Statements 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 4 PART II Item 1. Legal Proceedings 5 Item 2. Changes in Securities 5 Item 3. Defaults Upon Senior Securities 5 Item 4. Submission of Matters to a Vote of Security Holders 5 Item 5. Other Information 5 Item 6. Exhibits and Reports on Form 8-K 6
ITEM 1. FINANCIAL STATEMENTS FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Balance Sheets (in thousands)
3/31/95 12/31/94 ASSETS Cash and due from banks $ 3,729 $ 5,199 Federal funds sold 2,700 2,000 Investment securities: Held-to-maturity securities (at amortized cost, market value of $2,148 and $2,118 at 3/31/95 and 12/31/94) 2,038 2,038 Available-for-sale securities, at fair value 25,998 31,062 Total Investments 28,036 33,100 Loans 57,509 56,939 Less: Allowance for loan losses 1,112 1,127 Net loans 56,397 55,812 Bank premises and equipment, net 6,614 6,640 Accrued interest receivable 1,003 1,103 Other assets 1,221 1,313 Total Assets $99,700 $105,167 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities: Deposits Noninterest bearing $ 7,347 $ 8,415 Interest bearing 78,250 81,564 Total deposits 85,597 89,979 Accrued interest payable 305 300 Other liabilities 225 1,660 Note payable 2,610 2,618 Total liabilities 88,737 94,557 Stockholders' equity: Common stock - no par value; authorized 9,000,000 shares, issued and outstanding in 1995 and 1994, 1,306,446 and, 1,306,296 shares 7,311 7,310 Retained earnings 3,646 3,412 Net unrealized holding gains on available-for sale securities 6 (112) Total stockholders' equity 10,963 10,610 Total Liabilities and Stockholders' Equity $99,700 $105,167
Page 1 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Statements of Income (in thousands except per share amounts) Three months ended March 31,
1995 1994 Interest income: Loans, including fees $1,533 $1,362 Investment securities: Taxable 351 199 Exempt from Federal taxes 91 93 Federal funds sold 37 37 Deposits in banks and other interest income 0 1 Total interest income 2,012 1,692 Interest expense: Deposit accounts 654 595 Other 70 71 Total interest expense 724 666 Net interest income 1,288 1,026 Provision for loan losses 20 35 Net interest income after provision for loan losses 1,268 991 Noninterest income: Service charges 129 146 Premiums and fees from SBA and mortgage operations 72 146 Miscellaneous 12 14 Total noninterest income 213 306 Noninterest expense: Salaries and employee benefits 549 559 Occupancy 97 94 Equipment 98 93 Other 405 385 Total noninterest expense 1,149 1,131 Income before provision for income taxes 332 166 Provision for income taxes 98 50 Net income $ 234 $ 116 Earnings per share: Primary $ 0.18 $ 0.09 Fully diluted $ 0.18 $ 0.09
Page 2 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Statements of Cash Flows (in thousands) Three Months Ended March 31
1995 1994 Cash flows from operating activities: Net income $ 234 $ 116 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Increase in loans held for sale (553) (120) (Decrease) increase in deferred loan income ( 1) 8 Provision for loss on sale of other real estate owned 0 2 Depreciation and amortization 106 108 Provision for loan losses 20 35 Provision for deferred taxes 114 ( 7) Decrease in accrued interest receivable 100 40 Increase (decrease) in accrued interest payable 5 ( 29) Decrease in other liabilities (439) ( 24) (Increase) decrease in other assets ( 81) 28 Net cash (used in) provided by operating activities (495) 157 Cash flows from investing activities: Proceeds from maturity of held-to- maturity securities 0 46 Proceeds from maturity of available- for-sale securities 10,046 5,560 Purchases of available-for-sale securities (5,779) (3,007) (Increase) decrease in loans made to customers ( 73) 300 Proceeds from sale of other real estate 0 203 Purchase of bank premises and equipment ( 80) ( 40) Net cash provided by investing activities 4,114 3,062 Cash flows from financing activities: Net (decrease) increase in deposits (4,382) 906 Payments on note payable ( 8) ( 7) Dividends paid 0 ( 131) Proceeds from issuance of common stock 1 0 Net cash (used in) provided by financing activities (4,389) 768 Net (decrease) increase in cash and cash equivalents ( 770) 3,987 Cash and cash equivalents at beginning of period 7,199 6,424 Cash and cash equivalents at end of year $6,429 $10,411
Page 3 Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION CHANGES IN FINANCIAL CONDITION Consolidated assets declined by $5.5 million, or 5.2% from December 31, 1994 to March 31, 1995. The principal cause of the decline was a $4.4 million, or 4.9%, decline in deposits and the payment of $1 million to settle 1994 securities purchases that had 1995 settlement dates. The decline in deposits was consistent with the historical first quarter trend of the past several years and included a decrease in noninterest bearing balances of 12.8% and a decrease in interest bearing deposits of 4.1%. Net investment security maturities of $4.3 million provided the necessary liquidity to fund the deposit outflow. Consolidated average assets for the first quarter of 1995 exceed the comparable prior year quarter by nearly .86%, or $850 thousand while average earning assets increased over the prior year quarter by 1.6%, or $1.4 million. The allowance for loan losses as a percentage of gross loans outstanding is 1.93% at March 31, 1995 compared to 1.98% at December 31, 1994. Nonaccrual loans and their relationship to total loans were unchanged at March 31, 1995 in comparison to December 31, 1994. The nonaccrual coverage of the allowance for loan losses decreased to 1.45 times at March 31, 1995 from 1.47 times at December 31, 1994. Total portfolio delinquency at March 31, 1995 stood at 3.66% compared to 2.71% at December 31, 1994. Consolidated equity increased to $10.96 million or 10.99% of total assets at March 31, 1995 compared to $10.61 million or 10.09% of total assets at December 31, 1994. The valuation adjustment related to investment securities available for sale increased to a $6 thousand addition to capital at March 31, 1995 from a $112 thousand subtraction from capital at December 31, 1994. The improvement in the investment valuation adjustment was driven by the decline in interest rates that occurred between December 31, 1994 and March 31, 1995. The capital position of the Company's subsidiary, Bank of Lodi, NA, also increased. The total risk-based capital ratio was 13.13% at March 31, 1995 versus 12.73% at December 31, 1994. The Bank's leverage capital ratio was 8.71% at March 31, 1995 versus 7.89% at December 31, 1994. CHANGES IN RESULTS OF OPERATIONS Net income for the three months ended March 31, 1995 increased by $118 thousand, or approximately 100% over the first quarter of 1994. Earnings per share for the same periods were $.18 per share compared to $.09 per share. Return on average assets and average equity for the quarter ended March 31, 1995 were .94% and 8.7%, respectively, compared to .47% and 4.4%, respectively, for the quarter ended March 31, 1994. Based upon the operating results for the quarter ended March 31, 1995, the board of directors of First Financial Bancorp declared a cash dividend of $.05 per share, payable May 30, 1995 to shareholders of record on May 15, 1995. The increase in earnings reflects improvement in the bank's core operations. Net interest margin increased by 24%, the provision for loan losses declined by 43%, and noninterest expenses were stable. These trends compensated for a decline in income from Small Business Administration (SBA) and mortgage lending. Net interest income increased by $262 thousand, or 24% compared to the prior year quarter. Interest income increased $320 thousand or 19%, while interest expenses increased $58 thousand or 9%. The improvement in net interest income reflects an increase of $1.4 million, or 1.6%, in average earning assets together with an improvement of 110 basis points in net interest margin. The growth in average earning assets added $25 thousand to net interest income, and the improvement in net interest margin added $237 thousand. Average loans declined to 64% of average earning assets from 70% in the previous year, while average investments and federal funds sold increased to 36% of average earning assets form 31%. Noninterest bearing demand deposits increased to 8% of total deposits from 6% in the prior year, while NOW and money market deposits declined to 35% of total deposits from 39%. Assuming no change in the mix of earning assets and deposits from the quarter ended March 31, 1994, net interest income would have been $47 thousand higher for the quarter ended March 31, 1995. The provision for loan losses for the quarter ended March 31, 1995 was 43% below the year ago quarter. The reduction reflects improvement in the quality of the loan portfolio compared to the previous year. Noninterest income declined by $93 thousand, or 30% compared to the prior year quarter. The decrease was the result of reduced volumes in SBA and mortgage operations. In comparison to the prior year quarter, SBA and mortgage income was down by 88% and Page 4 72%, respectively. The majority of the decline in SBA lending is related to the attention directed toward the bank's recent expansion of its SBA operations. Mortgage volume was significantly impacted by rising mortgage rates. Noninterest expenses increased by $18 thousand or 2% compared to the prior year quarter. Although legal and professional costs were slightly higher than in the prior year quarter, costs were contained in a number of areas, including reductions in regulatory assessments, costs associated with holding and disposing of other real estate owned, and marketing costs. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable. ITEM 2. CHANGES IN SECURITIES Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Shareholders was held on April 25, 1995. The purpose of the meeting was to elect the company's board of directors and approve an amendment to the 1991 Director Stock Option Plan. The following directors were elected based upon the votes cast as indicated:
Votes Votes Votes Director "for" "against" "withheld" Bozant Katzakian 769,857 0 26,494 Angelo J. Anagnos 769,416 0 26,935 Daniel R. Anderson 769,725 0 26,626 Raymond H. Coldani 769,725 0 26,626 Benjamin R. Goehring 769,593 0 26,758 Michael D. Ramsey 769,725 0 26,626 Frank M. Sasaki 769,857 0 26,494 Weldon D. Schumacher 769,593 0 26,758 Dennis R. Swanson 769,196 0 27,155
The amendment to the 1991 Director Stock Option Plan was approved based upon the following votes cast as indicated: For: 716,512 Against: 29,889 Abstain: 49,950 There were 1,306,446 shares issued and outstanding as of the record date, March 1, 1995. ITEM 5. OTHER INFORMATION Not applicable. Page 5 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) EXHIBITS
Exhibit Number 2 Not applicable. 4 Registrant's current Bylaws. 10 Post Effective Amendment No. 1 to Form S8 Registration Statement (File Number 3340954). 11 Primary and fully diluted earnings per common and common equivalent share are calculated by dividing net income by the weighted-average number of common and common share equivalents outstanding during the period. Stock options are considered common share equivalents for this calculation. Weighted average shares used in the computation of both primary and fully diluted earnings per share were 1,308,351 and 1,314,488 for the quarters ended March 31, 1995 and 1994, respectively. 15 Not applicable. 16 Not applicable. 18 Not applicable. 19 Not applicable. 20 Not applicable. 23 Not applicable. 24 Not applicable. 25 Not applicable. 27 Financial Data Schedule (filed electronically). 28 Not applicable.
(b) REPORTS ON FORM 8-K On March 1, 1995, the company filed a Form 8-K dated March 1, 1995 regarding changes made with respect to board of director leadership, the settlement of legal matters, and the release of the company's wholly owned subsidiary, Bank of Lodi, N.A., from a Formal Agreement with the Office of the Comptroller of the Currency. On April 25, 1995, the company filed a Form 8-K dated April 25, 1995 regarding earnings for the first quarter of 1995 and the declaration of a cash dividend. Page 6 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 thereunto duly authorized. FIRST FINANCIAL BANCORP /s/ David M. Philipp David M. Philipp Senior Vice-President Chief Financial Officer Corporate Secretary Dated May 15, 1995 Page 7 EX-27 2
9 3-MOS DEC-31-1995 MAR-31-1995 3729000 78250000 2700000 0 0 28030000 28036000 57509000 1112000 99700000 85597000 305000 225000 2610000 7311000 0 0 0 99700000 1533000 442000 37000 2012000 654000 70000 1288000 20000 0 1149000 332000 332000 0 0 234000 .18 .18 0.058 765000 116000 0 0 1127000 42000 7000 1112000 1112000 0 0
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