-----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, KxcOqMndD5Ntnxh6+KNkLNQwOEs6uKEByX1uxw+g3XeOiPX2uzt01xit5OnbWoxM UwCaAf9OxpaXB2SKiTvt5Q== 0000929624-97-000333.txt : 19970401 0000929624-97-000333.hdr.sgml : 19970401 ACCESSION NUMBER: 0000929624-97-000333 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970331 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANCORP /CA/ CENTRAL INDEX KEY: 0000729502 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942822858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12499 FILM NUMBER: 97568226 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-K 1 FORM 10-K ======================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996 COMMISSION FILE NUMBER : 0-12499 FIRST FINANCIAL BANCORP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 94-28222858 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 701 SOUTH HAM LANE, LODI, CALIFORNIA 95242 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (209)-367-2000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, NO PAR VALUE 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 such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 3, 1997, there were 1,310,692 shares of Common Stock, no par value, outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $9,851,142 (based on the $10.12 average of bid and ask prices per share on March 7, 1997.) DOCUMENTS INCORPORATED BY REFERENCE PART OF FORM 10-K INTO WHICH ----------------------------------- ---------------------------- INCORPORATED ------------ Annual Report to Shareholders for the year ended December 31, 1996. Part II, Items 5, 6, 7 Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 1997. Part III, Items 10, 11, 12, 13 The Index to Exhibits is on page 21 ======================================================== FIRST FINANCIAL BANCORP 1996 FORM 10-K TABLE OF CONTENTS PART 1 - ------ ITEM 1. BUSINESS........................................................ 3 General......................................................... 3 The Bank........................................................ 3 Bank Services................................................... 3 Sources of Business............................................. 3 Competition..................................................... 4 Employees....................................................... 4 Supervision and Regulation...................................... 4 The Company............................................ 4 The Bank............................................... 5 Officers............................................... 6 Recent Legislation and Regulations Affecting Banking... 6 Average Balance Sheets.......................................... 9 Analysis of Net Interest Earnings............................... 10 Analysis of Changes in Interest Income & Expense................ 11 Interest Rate Sensitivity....................................... 12 Investment Portfolio............................................ 13 Loan Portfolio.................................................. 14 Summary of Loan Loss Experience................................. 15 Deposits........................................................ 16 Return on Average Equity and Assets............................. 16 ITEM 2. PROPERTIES...................................................... 17 ITEM 3. LEGAL PROCEEDINGS............................................... 17 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............. 17 PART II - ------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................. 17 ITEM 6. SELECTED FINANCIAL DATA......................................... 17 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................................... 18 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................... 18 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE............................. 18 PART III - -------- ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.............. 18 ITEM 11. EXECUTIVE COMPENSATION.......................................... 18 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT...................................................... 18 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.................. 18 PART IV - ------- ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K........................................................ 18 Signatures............................................................... 20 Index to Exhibits........................................................ 21 2 PART I ITEM 1. BUSINESS General: - ------- First Financial Bancorp (the "Company") was incorporated under the laws of the State of California on May 13, 1982, and operates principally as a bank holding company for its wholly owned subsidiary, Bank of Lodi, N.A. (the "Bank"). The Company is registered under the Bank Holding Company Act of 1956, as amended. The Bank is the sole subsidiary of the Company and its principal source of income. The Company also owns the land upon which the Bank's Woodbridge Branch is located. The Company receives income from the Bank from the lease associated with the Woodbridge branch. All references herein to the "Company" include the Bank, unless the context otherwise requires. The Bank: - -------- The Bank was organized on May 13, 1982 as a national banking association. The application to organize the Bank was accepted for filing by the Comptroller of the Currency (OCC) on September 8, 1981, and preliminary approval was granted on March 27, 1982. On July 18, 1983 the Bank received from the Comptroller a Certificate of Authority to Commence the Business of Banking. Effective February 22, 1997, the Bank acquired the real property, equipment and deposits of the Galt, Plymouth and San Andreas branches of Wells Fargo Bank, N.A. The Bank's main office is located at 701 South Ham Lane, Lodi, California, with branch offices in Woodbridge, Lockeford, Galt, Plymouth and San Andreas, California. The Bank's primary service area, from which the Bank attracts 75% of its business, is the city of Lodi and the surrounding area. This area is estimated to have a population approaching 70,000 persons, with a median annual family income of approximately $30,000. The area includes residential developments, neighborhood shopping centers, business and professional offices and manufacturing and agricultural concerns. Bank Services: - ------------- The Bank offers a wide range of commercial banking services to individuals and business concerns located in and around its primary service area. These services include personal and business checking and savings accounts (including interest-bearing negotiable order of withdrawal ("NOW") accounts and/or accounts combining checking and savings accounts with automatic transfers), and time certificates of deposit. The Bank also offers extended banking hours at its drive-through window, night depository and bank-by-mail services, and travelers' checks (issued by an independent entity). The Bank issues MasterCard credit cards and acts as a merchant depository for cardholder drafts under both VISA and MasterCard. In addition, it provides note and collection services and direct deposit of social security and other government checks. The Bank engages in a full complement of lending activities, including commercial, SBA, residential mortgage, consumer/installment, and short-term real estate loans, with particular emphasis on short and medium-term obligations. Commercial lending activities are directed principally towards businesses whose demand for funds falls within the Bank's lending limit, such as small to medium-sized professional firms, retail and wholesale outlets and manufacturing and agricultural concerns. Consumer lending is oriented primarily to the needs of the Bank's customers, with an emphasis on automobile financing and leasing. Consumer loans also include loans for boats, home improvements, debt consolidation, and other personal needs. Real estate loans include short-term "swing" loans and construction loans. Residential mortgages are generally sold into the secondary market for these loans. Small Business Administration (SBA) loans are made available to small to medium-sized businesses. Sources of Business: - ------------------- Management seeks to obtain sufficient market penetration through the full range of services described above and through the personal solicitation of the Bank's officers, directors and shareholders. All officers are responsible for making regular calls on potential customers to solicit business and on existing customers to obtain referrals. Promotional efforts are directed toward individuals and small to medium-sized businesses. The Bank's customers are able in their dealings with the Bank to be served by bankers who have commercial loan experience, lending authority, and the time to serve their banking needs quickly and competently. Bankers are assigned to customers and not transferred from office to office as in many major chain or regional banks. In order to expedite decisions on lending transactions, the Bank's loan committee meets on a regular basis and is available where immediate authorization is important to the customer. 3 The risk of non-payment (or deferred payment) of loans is inherent in commercial banking. Furthermore, the Bank's marketing focus on small to medium-sized businesses may involve certain lending risks not inherent in loans to larger companies. Smaller companies generally have shorter operating histories, less sophisticated internal record keeping and financial planning capabilities, and greater debt-to-equity ratios. Management of the Bank carefully evaluates all loan applicants and attempts to minimize its credit risk through the use of thorough loan application and approval procedures. Consistent with the need to maintain liquidity, management of the Bank seeks to invest the largest portion of the Bank's assets in loans of the types described above. Loans are generally limited to less than 75% of deposits and capital funds. The Bank's surplus funds are invested in the investment portfolio, made up of both taxable and non-taxable debt securities of the U.S. government, U.S. government agencies, states, and municipalities. On a day to day basis, surplus funds are invested in federal funds and other short-term money market instruments. Competition: - ----------- The banking business in California generally, and in the northern portion of San Joaquin County where the Bank is located, is highly competitive with respect to both loans and deposits and is dominated by a relatively small number of major banks with branch office networks and other operating affiliations throughout the State. The Bank competes for deposits and loans with these banks, as well as with savings and loan associations, thrift and loan associations, credit unions, mortgage companies, insurance companies and other lending institutions. Among the advantages certain of these institutions have over the Bank are their ability (i) to finance extensive advertising campaigns, (ii) to allocate a substantial portion of their investment assets in securities with higher yields (not available to the Bank if its investments are to be diversified) and (iii) to make funds available for loans in geographic regions with the greatest demand. In competing for deposits, the Bank is subject to the same regulations with respect to interest rate limitations on time deposits as other depository institutions. See "Supervision and Regulation" below. Many of the major commercial banks operating in the Bank's service area offer certain services, such as international banking and trust services, which are not offered directly by the Bank, and such banks, by virtue of their greater capitalization, have substantially higher lending limits than the Bank. In addition, other entities, both public and private, seeking to raise capital through the issuance and sale of debt and equity securities, compete with the Bank for the acquisition of funds for deposit. In order to compete with other financial institutions in its primary service area, the Bank relies principally on local promotional activities, personal contacts by its officers, directors, employees and shareholders, extended hours and specialized services. The Bank's promotional activities emphasize the advantages of dealing with a locally-owned and headquartered institution sensitive to the particular needs of the community. The Bank also assists customers in obtaining loans in excess of the Bank's lending limit or services not offered by the Bank by arranging such loans or services in participation with or through its correspondent banks. The State Bank Parity Act, effective January 1, 1996, eliminates certain existing disparities between California state chartered banks and national banking associations, such as the Bank, by authorizing the California Superintendent of Banks (the "Superintendent") to address such disparities through a streamlined rulemaking process. Employees: - --------- As of December 31, 1996, the Company employed 65 full-time equivalent employees, including three executive officers. On February 22, 1997 the Bank acquired the real property, equipment and deposits of the Galt, Plymouth and San Andreas branches of Wells Fargo Bank, N.A. and the number of full-time equivalent employees increased to 85. Management believes that the Company's relationship with its employees is good. SUPERVISION AND REGULATION The Company: - ----------- The common stock of the Company is subject to the registration requirements of the Securities Act of 1933, as amended, and the qualification requirements of the California Corporate Securities Law of 1968, as amended. The Bank's common stock, however, is exempt from such requirements. The Company is also subject to the periodic reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, which include, but are not limited to, annual, quarterly and other current reports with the Securities and Exchange Commission. 4 The Company is a bank holding company registered under the Bank Holding Company Act of 1956 (the "Act") and is subject to supervision by the Board of Governors of the Federal Reserve System (the "Board"). As a bank holding company, the Company must file with the Board quarterly reports, annual reports, and such other additional information as the Board may require pursuant to the Act. The Board may also make examinations of the Company and its subsidiaries. The Act requires prior approval of the Board for, among other things, the acquisition by a bank holding company of direct or indirect ownership or control of more than 5% of the voting shares, or substantially all the assets, of any bank, or for a merger or consolidation by a bank holding company with any other bank holding company. The Act also prohibits the acquisition by a bank holding company or any of its subsidiaries of voting shares, or substantially all the assets, of any bank located in a state other than the state in which the operations of the bank holding company's banking subsidiaries are principally conducted, unless the statutes of the state in which the bank to be acquired is located expressly authorize such acquisition. With certain limited exceptions, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in any activity other than banking or managing or controlling banks or furnishing services to, or performing services for, its authorized subsidiaries. A bank holding company may, however, engage in or acquire an interest in a company that engages in activities that the Board has determined to be so closely related to banking or to managing or controlling banks as to be properly incident thereto. In making such a determination, the Board is required to consider whether the performance of such activities reasonably can be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, which outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Board is also empowered to differentiate between activities commenced de novo and activities commenced by the acquisition, in whole or in part, of a going concern. Additional statutory provisions prohibit a holding company and any subsidiary banks from engaging in certain tie-in arrangements in connection with the extension of credit, sale or lease of property or furnishing of services. Thus, a subsidiary bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer must obtain or provide some additional credit, property or service from or to such bank other than a loan, discount, deposit or trust service; or (ii) the customer must obtain or provide some additional credit, property or service from or to the company or any other subsidiary of the company; or (iii) the customer may not obtain some other credit, property to service from competitors, except reasonable requirements to assure soundness of the credit extended. These anti-tying restrictions also apply to bank holding companies and their non-bank subsidiaries as if they were banks. The Company's ability to pay cash dividends is subject to restrictions set forth in the California General Corporation Law. See Item 5 below for further information regarding the payment of cash dividends by the Company and the Bank. The Company is a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, the Company and its subsidiaries are subject to examination by, and may be required to file reports with, the Superintendent. Regulations have not yet been proposed or adopted to implement the Superintendent's powers under this statute. The Bank: - -------- The Bank, as a national banking association whose accounts are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to the maximum legal limits and is subject to regulation, supervision, and regular examination by the OCC. The Bank is a member of the Federal Reserve System, and, as such, is subject to certain provisions of the Federal Reserve Act and regulations issued by the Board. The Bank is also subject to applicable provisions of California law, insofar as they are not in conflict with, or preempted by, federal law. The regulations of these various agencies govern most aspects of the Bank's business, including reserves against deposits, interest rates payable on deposits, loans, investments, mergers and acquisitions, borrowings, dividends and location of branch offices. 5 Officers: - -------- In addition to the directors and executive officers listed in the Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 1997, which is incorporated herein by reference in Part III of this report, Leon Zimmerman, age 54, is President and Chief Executive Officer of the Bank and of the Company; David M. Philipp, age 34, is Executive Vice-President, Chief Financial Officer and Secretary of the Bank and of the Company; and Richard K. Helton, age 47, is Senior Vice President and Chief Credit Officer of the Bank and of the Company. Prior to joining the Bank in April, 1990, Mr. Zimmerman was a general contractor building moderately priced homes and earlier served as Vice-President-Loan Administrator for Bank of Salinas. Mr. Zimmerman has nearly 30 years of banking experience at various levels of responsibility with institutions in the San Joaquin Valley. Mr. Zimmerman was promoted from Executive Vice President and Chief Credit Officer of the Bank to President and Chief Executive Officer of the Bank effective August 25, 1994. He was promoted from Executive Vice President of the Company to President and Chief Executive Officer of the Company effective August 24, 1995. Prior to joining the Company and the Bank in April, 1992, Mr. Philipp was the Budget Director and Financial Analyst for Merksamer Jewelers, Inc., at that time the eighth largest jewelry retailer in the United States, headquartered in Sacramento, California. Prior to joining Merksamer Jewelers, Inc., Mr. Philipp was a Supervising Senior Accountant in the audit department of the Sacramento office of KPMG Peat Marwick, LLP. While at KPMG Peat Marwick, LLP, Mr. Philipp specialized in providing audit and accounting services to financial institution, agribusiness, and broadcasting clients. Mr. Philipp is a CPA and holds a Bachelor of Science in Business Administration, Accountancy from California State University. Prior to joining the Bank in 1995, Mr. Helton was Senior Vice President and Credit Administrator with Central Sierra Bank. Prior to joining Central Sierra Bank in 1984, Mr. Helton was Vice President and Senior Credit Officer for Bay Area Bank (1981-1984) and he served in various positions with First Interstate Bank of California from 1973 until 1981. Recent Legislation and Regulations Affecting Banking: - ---------------------------------------------------- From time to time, new laws are enacted which increase the cost of doing business, limit permissible activities, or affect the competitive balance between banks and other financial institutions. Proposals to change the laws and regulations governing the operations and taxation of bank holding companies, banks and other financial institutions are frequently made in Congress, in the California legislature and before various bank holding company and bank regulatory agencies. The likelihood of any major changes and the impact such changes might have are impossible to predict. Certain significant recently proposed or enacted laws and regulations are discussed below. INTERSTATE BANKING. Since 1986, California has permitted California banks and bank holding companies to be acquired by banking organizations based in other states on a "reciprocal" basis (i.e., provided the other state's laws permit California banking organizations to acquire banking organizations in that state on substantially the same terms and conditions applicable to local banking organizations). Since October 2, 1995, California law implementing certain provisions of prior federal law has (1) permitted interstate merger transactions; (2) prohibited interstate branching through the acquisition of a branch business unit located in California without acquisition of the whole business unit of the California bank; and (3) prohibited interstate branching through de novo establishment of California branch offices. Initial entry into California by an out-of-state institution must be accomplished by acquisition of or merger with an existing whole bank which has been in existence for at least five years. CAPITAL REQUIREMENTS. Federal regulation imposes upon all FDIC-insured financial institutions a variable system of risk-based capital guidelines designed to make capital requirements sensitive to differences in risk profiles among banking organizations, to take into account off-balance sheet exposures and to aid in making the definition of bank capital uniform internationally. Under the Board's risk-based capital guidelines, the Bank is required to maintain capital equal to at least 8 percent of its assets, weighted by risk. Assets and off-balance sheet items are categorized by the guidelines according to risk, and certain assets considered to present less risk than others permit maintenance of capital at less than the 8 percent ratio. The guidelines establish two categories of qualifying capital: Tier 1 capital comprising core capital elements, and Tier 2 comprising supplementary capital requirements. At least one-half of the required capital must be maintained in the form of Tier 1 capital. For the Bank, Tier l capital includes only common stockholders' equity and retained earnings, but qualifying perpetual preferred stock would also be included without limit if the Bank were to issue such stock. Tier 2 capital includes, among other items, limited life (and in the case of banks, cumulative) preferred stock, mandatory convertible securities, subordinated debt and a limited amount of the allowance for loan and lease losses. 6 The guidelines also require all insured institutions to maintain a minimum leverage ratio of 3 percent Tier 1 capital to total assets (the "leverage ratio"). The Board emphasizes that the leverage ratio constitutes a minimum requirement for the most well-run banking organizations. All other banking organizations are required to maintain a minimum leverage ratio ranging generally from 4 to 5 percent. The Bank's required minimum leverage ratio is 4 percent. The federal banking agencies during 1996 issued a joint agency policy statement regarding the management of interest-rate risk exposure (interest rate risk is the risk that changes in market interest rates might adversely affect a bank's financial condition) with the goal of ensuring that institutions with high levels of interest-rate risk have sufficient capital to cover their exposures. This policy statement reflected the agencies' decision at that time not to promulgate a standardized measure and explicit capital charge for interest rate risk, in the expectation that industry techniques for measurement of such risk will evolve. However, the Federal Financial Institution Examination Counsel ("FFIEC") on December 13, 1996, approved an updated Uniform Financial Institutions Rating System ("UFIRS"). In addition to the five components traditionally included in the so-called "CAMEL" rating system which has been used by bank examiners for a number of years to classify and evaluate the soundness of financial institutions (including capital adequacy, asset quality, management, earnings and liquidity), UFIRS includes for all bank regulatory examinations conducted on or after January 1, 1997, a new rating for a sixth category identified as sensitivity to market risk. Ratings in this category are intended to reflect the degree to which changes in interest rates, foreign exchange rates, commodity prices or equity prices may adversely affect an institution's earnings and capital. The rating system henceforth will be identified as the "CAMELS" system. As of December 31, 1996, the Bank's total risk-based capital ratio was approximately 17.0% percent and its leverage ratio was approximately 10.8% percent. Subsequent to the February 22, 1997, aquisition of the real property, equipment and deposits of the Galt, Plymouth and San Andreas branches of Wells Fargo Bank, N.A., the total risk-based capital and leverage rations were 12.8% and 6.6%, respectively. The Bank does not presently expect that compliance with the risk-based capital guidelines or minimum leverage requirements will have a materially adverse effect on its business in the reasonably foreseeable future. Nor does the Bank expect that its sensitivity to market risk will adversely affect its overall CAMELS rating as compared with its previous CAMEL ratings by bank examiners. DEPOSIT INSURANCE ASSESSMENTS. In 1995, the FDIC, pursuant to Congressional mandate, reduced bank deposit insurance assessment rates to a range from $0 to $0.27 per $100 of deposits, dependent upon a bank's risk. The FDIC has continued these reduced assessment rates through the first semiannual assessment period of 1997. Based upon the above risk-based assessment rate schedule, the Bank's current capital ratios, the Bank's current level of deposits, and assuming no further change in the assessment rate applicable to the Bank during 1997, the Bank estimates that its annual noninterest expense attributed to the regular assessment schedule will not increase during 1997; however, the Bank expects to pay a special FICO assessment, applicable to all banks, at the rate of 1.29 cents per 100 dollars of deposits, or approximately $16,000 during 1997 (which includes the Bank's acquisition of an additional $34 million in deposits in connection with its February 22, 1997 acquisition of three branches from Wells Fargo Bank, N.A.). PROMPT CORRECTIVE ACTION. Prompt Corrective Action Regulations (the "PCA Regulations") of the federal bank regulatory agencies establish five capital categories in descending order (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized), assignment to which depends upon the institution's total risk-based capital ratio, Tier 1 risk-based capital ratio, and leverage ratio. Institutions classified in one of the three undercapitalized categories are subject to certain mandatory and discretionary supervisory actions, which include increased monitoring and review, implementation of capital restoration plans, asset growth restrictions, limitations upon expansion and new business activities, requirements to augment capital, restrictions upon deposit gathering and interest rates, replacement of senior executive officers and directors, and requiring divestiture or sale of the institution. The Bank has been classified as a well-capitalized bank since adoption of the PCA Regulations. COMMUNITY REINVESTMENT ACT. Community Reinvestment Act ("CRA") regulations effective as of July 1, 1995 evaluate banks' lending to low and moderate income individuals and businesses across a four-point scale from "outstanding" to "substantial noncompliance," and are a factor in regulatory review of applications to merge, establish new branches or form bank holding companies. In addition, any bank rated in "substantial noncompliance" with the CRA regulations may be subject to enforcement proceedings. 7 The Bank has a current rating of "satisfactory" CRA compliance, and is scheduled for further examination for CRA compliance during 1997. SAFETY AND SOUNDNESS STANDARDS. Federal bank regulatory agency safety and soundness standards for insured financial institutions establish standards for (1) internal controls, information systems and internal audit systems; (2) loan documentation; (3) credit underwriting; (4) interest rate exposure; (5) asset growth; (6) compensation, fees and benefits; and (7) excessive compensation. If an agency determines that an institution fails to meet any standard established by the guidelines, the agency may require the financial institution to submit to the agency an acceptable plan to achieve compliance with the standard. Agencies may elect to initiate enforcement action in certain cases where failure to meet one or more of the standards could threaten the safe and sound operation of the institution. The Bank has not been and does not expect to be required to submit a safety and soundness compliance plan because of a failure to meet any of the safety and soundness standards. The above description of the business of the Bank should be read in conjunction with Item 7 herein, Management's Discussion and Analysis of Financial Condition and Results of Operations. 8 STATISTICAL INFORMATION The following selected information should be read in conjunction with the Company's entire consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference into Items 7 and 8 herein. FIRST FINANCIAL BANCORP AND SUBSIDIARY AVERAGE BALANCE SHEETS
For the Year Ended For the Year Ended For the Year Ended December 31, 1996 December 31, 1995 December 31, 1994 (in thousands) (in thousands) (in thousands) -------------------------- -------------------------- ------------------- Amount Percent Amount Percent Amount Percent ------ ------- ------ ------- ------ ------- ASSETS: Cash & Due from banks............................ 4,020 3.80% 3,582 3.54% 3,864 3.79% Federal funds sold............................... 3,790 3.58% 3,490 3.44% 3,306 3.24% Interest-bearing deposits in banks............... - 0.00% - 0.00% 59 0.06% Investment securities............................ 34,700 32.82% 29,709 29.33% 26,033 25.54% Loans (net of allowance for loan losses and...... 53,213 50.33% 55,428 54.71% 59,532 58.40% deferred income) Premises and equipment, net...................... 7,044 6.66% 6,552 6.47% 6,818 6.68% Other assets..................................... 2,966 2.81% 2,546 2.51% 2,331 2.29% ------- ------ ------- ------ ------- ------ TOTAL ASSETS..................................... 105,733 100.00% 101,307 100.00% 101,943 100.00% ======= ====== ======= ====== ======= ====== LIABILITIES & STOCKHOLDERS' EQUITY: Deposits......................................... 90,420 85.52% 86,080 84.97% 87,319 85.66% Note payable..................................... 2,440 2.31% 2,600 2.57% 2,632 2.58% Other liabilities................................ 1,113 1.05% 1,309 1.29% 1,071 1.05% Stockholders' equity............................. 11,760 11.12% 11,318 11.17% 10,921 10.71% ------- ------ ------- ------ ------- ------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY......... 105,733 100.00% 101,307 100.00% 101,943 100.00% ======= ====== ======= ====== ======= ======
9 ANALYSIS OF NET INTEREST EARNINGS
For the Year Ended For the Year Ended For the Year Ended December 31, 1996 December 31, 1995 December 31, 1994 (in thousands) (in thousands) (in thousands) ------------------------------- -------------------------------- --------------------------------- Average Income/ Average Income/ Average Income/ Balance Expenses Yield Balance Expenses Yield Balance Expense Yield ------- -------- ----- ------- -------- ----- ------- ------- ----- EARNING ASSETS: Interest-bearing deposits in banks.......... -- -- -- -- -- -- 59 3 5.08% Investment securities(a)... 34,700 2,233 6.44% 29,709 1,777 5.98% 26,033 1,415 5.44% Federal funds sold......... 3,790 199 5.25% 3,490 200 5.73% 3,306 134 4.05% Loans (b).................. 54,520 5,613 10.30% 56,450 6,112 10.83% 60,518 5,910 9.77% ------ ----- ----- ------ ----- ----- ------ ----- ---- 93,010 8,045 8.65% 89,649 8,089 9.02% 89,916 7,462 8.30% ====== ===== ===== ====== ===== ===== ====== ===== ==== (a) Income on tax-exempt securities has not been adjusted to a tax equivalent basis. (b) Nonaccrual loans are included in the loan totals for each year. LIABILITIES: Noninterest bearing deposits................... 8,280 -- -- 7,140 -- -- 6,107 -- -- Savings, money market, & NOW deposits............. 47,820 1,193 2.49% 46,370 1,187 2.56% 50,348 1,280 2.54% Time deposits.............. 34,320 1,799 5.24% 32,570 1,672 5.13% 30,864 1,205 3.90% Note payable............... 2,440 262 10.74% 2,600 279 10.73% 2,632 282 10.71% ------ ------ ----- ------ ----- ----- ------ ----- ----- TOTAL LIABILITIES.......... 92,860 3,254 3.50% 88,680 3,138 3.54% 89,951 2,767 3.08% ====== ====== ===== ====== ===== ===== ====== ====== ===== NET SPREAD................. 5.15% 5.48% 5.22% ===== ===== ===== Earning Income Earning Income Earning Income Assets (Expense) Yield Assets (Expense) Yield Assets (Expense) Yield ------ ------- ----- ------ ------- ----- ------ ------- ----- Yield on average earning assets............. 93,010 8,045 8.65% 89,649 8,089 9.02% 89,916 7,462 8.30% Cost of funds for average earning assets..... 93,010 (3,254) (3.50)% 89,649 (3,138) (3.50)% 89,916 (2,767) (3.08)% ------ ------ ----- ------ ------ ----- ------ ------ ----- NET INTEREST MARGIN........ 93,010 4,791 5.15% 89,649 4,951 5.52% 89,916 4,695 5.22% ====== ====== ===== ====== ====== ===== ====== ====== =====
10 ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE
1996 compared to 1995 1995 compared to 1994 1994 compared to 1993 (in thousands) (in thousands) (in thousands) ------------------------------ ------------------------------ ------------------------------ Change due to: Change due to: Change due to: INTEREST INCOME: Volume Rate Total Volume Rate Total Volume Rate Total ------ ---- ----- ------ ---- ----- ------ ---- ----- Interest-bearing deposits in banks........................ -- -- -- -- -- -- (2) -- (2) Investment securities........... 59 397 456 (5) 364 359 590 (74) 516 Federal funds sold.............. 13 (14) (1) 11 55 66 (74) 38 (36) Loans........................... 232 (731) (499) (44) 246 202 (324) 401 77 --- ---- ---- --- --- --- ---- --- -- TOTAL INTEREST INCOME........... 304 (348) (44) (38) 665 627 190 365 555 === ==== ==== === === === ==== === === INTEREST EXPENSE: Noninterest-bearing deposits.... -- -- -- -- -- -- -- -- -- Savings, money market, & NOW accounts..................... 51 (45) 6 (18) (75) (93) 122 (87) 35 Time deposits................... 92 35 127 (28) 495 467 (50) 20 (30) Note payable.................... 20 (37) (17) (3) (6) (3) (3) -- (3) --- ---- ---- --- --- --- ---- --- --- TOTAL INTEREST EXPENSE.......... 163 (47) 116 (43) 414 371 69 (67) 2 === ==== === === === === ==== === === Changes not solely attributable to volume or rate have been allocated to the rate component.
11 INTEREST RATE SENSITIVITY
By Repricing Interval ---------------------------------------------------------------------------------------------- (in thousands) Within After three After six After one After five Noninterest Total December 31, 1996 three months, months, year, years bearing months within six within one within five funds months year years ------ ------ ---- ----- ----- ----- ----- ASSETS Federal funds sold........ 1,100 -- -- -- -- -- 1,100 Investment securities..... 14,373 253 -- 14,659 7,628 -- 36,913 Loans..................... 37,049 2,103 2,520 4,119 8,488 -- 54,279 Noninterest earning assets and allowance for loan losses............... -- -- -- -- -- 12,621 12,621 ------ ------ ------ ------ ------ ------ ------- TOTAL ASSETS.............. 55,522 2,356 2,520 18,778 16,116 12,621 104,913 LIABILITIES AND STOCKHOLDERS' EQUITY Noninterest bearing deposits................. -- -- -- -- -- 9,066 9,066 Savings, money market & NOW deposits.............. 49,567 -- -- -- -- -- 49,567 Time deposits............. 16,086 5,924 5,387 6,168 9 -- 33,574 Other liabilities and stockholders' equity...... -- -- -- -- -- 12,706 12,706 ------ ------ ------ ------ ------ ------ ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY...... 65,653 5,924 5,387 6,618 9 21,772 104,913 ------ ------ ------ ------ ------ ------ ------- Interest Rate Sensitivity Gap........... (13,131) (3,568) (2,867) 12,610 16,107 (9,151) -- ====== ====== ====== ====== ====== ====== ======= Cumulative Interest Rate Sensitivity Gap........... (13,131) (16,699) (19,566) (6,956) 9,151 -- -- ====== ====== ====== ====== ====== ====== =======
The interest rate gaps reported in the table arise when assets are funded with liabilities having different repricing intervals. Since these gaps are actively managed and change daily as adjustments are made in interest rate views and market outlook, positions at the end of any period may not be reflective of the Company's interest rate sensitivity in subsequent periods. Active management dictates that longer-term economic views are balanced against prospects for short-term interest rate changes in all repricing intervals. For purposes of the above analysis, repricing of fixed-rate instruments is based upon the contractual maturity of the applicable instruments. Actual payment patterns may differ from contractual payment patterns. 12 INVESTMENT PORTFOLIO
Book Value at December 31 (in thousands): ---------------------------------------------------------------------- 1996 1995 1994 ---- ---- ---- Security Type Amount Yield(a) Amount Yield(a) Amount Yield(a) - ------------- ------ ------- ------ ------- ------ -------- U.S. TREASURY SECURITIES: Within 1 year........................................... 600 8.09% 999 5.54% 2,798 5.36% After 1 year, within 5 years............................ 3,972 5.93% 600 8.09% 1,594 6.81% After 5 years, within 10 years.......................... -- -- -- -- -- -- After 10 years.......................................... -- -- -- -- -- -- ------ ---- ------ ---- ------ ---- TOTAL U.S. TREASURY..................................... 4,572 6.21% 1,599 6.49% 4,392 5.89% U.S. AGENCY SECURITIES: Within 1 year........................................... 4,023 5.94% 8,265 5.65% 9,218 6.34% After 1 year, within 5 years............................ 8,537 6.71% 7,105 6.37% 6,218 5.07% After 5 years, within 10 years.......................... 5,038 7.04% 998 -- 255 5.43% After 10 years.......................................... 483 8.30% -- -- 592 5.05% ------ ---- ------ ---- ------ ---- TOTAL U.S. AGENCY....................................... 18,081 6.67% 16,368 6.00% 16,283 5.79% COLLATERALIZED MORTGAGE OBLIGATIONS: Within 1 year........................................... -- -- 1,142 5.89% 1,527 5.76% After 1 year, within 5 years............................ 329 5.65% 523 7.13% 980 5.70% After 5 years, within 10 years.......................... 376 5.84% 35 6.00% 41 6.00% After 10 years.......................................... 534 6.40% 603 7.97% 126 7.01% ------ ---- ------ ---- ------ ---- TOTAL COLLATERALIZED MORTGAGE OBLIGATIONS............... 1,239 6.03% 2,303 6.36% 2,674 5.80% MUNICIPAL SECURITIES: Within 1 year........................................... 250 6.33% 500 6.10% 396 6.19% After 1 year, within 5 years............................ 3,455 6.88% 1,987 6.74% 1,577 6.67% After 5 years, within 10 years.......................... 886 6.14% 3,109 6.96% 3,920 6.81% After 10 years.......................................... -- -- -- -- 103 6.30% ------ ---- ------ ---- ------ ---- TOTAL MUNICIPALS........................................ 4,591 6.71% 5,596 6.80% 5,996 6.72% OTHER DEBT SECURITIES: Within 1 year........................................... 27 8.57% 267 7.65% 249 6.25% After 1 year, within 5 years............................ 492 8.25% 8 8.20% -- -- After 5 years, within 10 years.......................... 1,097 7.33% 747 8.27% -- -- After 10 years.......................................... 33 8.15% 1,007 7.11% -- -- ------ ---- ------ ---- ------ ---- TOTAL OTHER DEBT SECURITIES............................. 1,649 7.64% 2,029 7.27% 249 6.25% MONEY MARKET MUTUAL FUND................................ 6,482 5.28% 8,640 5.77% 3,615 5.38% FEDERAL AGENCY STOCK.................................... 83 6.00% 83 6.00% 83 6.00% UNREALIZED HOLDING GAIN/(LOSS).......................... 216 -- 327 -- (192) -- ------ ---- ------ ---- ------ ---- 36,913 6.39% 36,945 6.18% 33,100 5.97% ====== ==== ====== ==== ====== ==== (a) The yields on tax-exempt obligations have not been computed on a tax-equivalent basis.
13 LOAN PORTFOLIO Types of Loans
Outstanding at December 31 (in thousands): ----------------------------------------------------------------------------------------- 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Commercial and other real estate.. 45,322 41,538 44,847 48,478 47,217 Real estate construction.......... 5,802 7,549 9,809 10,182 15,656 Installment and other............. 3,155 2,757 2,656 2,804 3,259 ------ ------ ------ ------ ------ 54,279 51,844 57,312 61,464 66,132 ====== ====== ====== ====== ======
Maturities and Sensitivity to Changes in Interest Rates (in thousands)
Due: Fixed Rate Floating Rate Total ---------- ------------- ----- In 1 year or less................................ 6,582 31,296 37,878 After 1 year through 5 years..................... 13,519 554 14,073 After 5 years.................................... 2,328 -- 2,328 ------ ------ ------ TOTAL LOANS...................................... 22,429 31,850 54,279 ====== ====== ======
Scheduled repayments are reported in the maturity category in which the payments are due.
Nonaccrual and Past Due Loans at December 31 (in thousands): -------------------------------------------------------------------------- 1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Nonaccrual loans............................... 898 987 765 714 1,373 Accruing loans past due more than 90 days...... 52 118 40 237 218 --- ----- --- --- ----- 950 1,105 805 951 1,591 === ===== === === =====
The company's nonaccrual policy is discussed in note 1(c) to the consolidated financial statements. Interest income recorded on these loans was approximately $7,000, $13,000, $14,000, $22,000 and $43,000 in 1996, 1995, 1994, 1993 and 1992, respectively. Interest income foregone on nonaccrual loans was approximately $149,000, $161,000, $74,000, $57,000 and $142,000 in 1996, 1995, 1994, 1993 and 1992, respectively. 14 SUMMARY OF LOAN LOSS EXPERIENCE Analysis of the Allowance for Loan Losses (in thousands)
1996 1995 1994 1993 1992 ---- ---- ---- ---- ---- Balance at beginning of period................. 959 1,127 924 1,334 823 CHARGE-OFFS: Commercial................................... 237 357 98 676 232 Real estate.................................. -- 30 -- 41 14 Consumer..................................... 97 95 77 46 87 ----- ----- ----- ----- ----- TOTAL CHARGE-OFFS............................ 334 482 175 763 333 RECOVERIES: Commercial................................... 260 174 37 21 1 Real estate.................................. -- -- -- -- -- Consumer..................................... 12 25 18 5 7 -- -- -- -- -- TOTAL RECOVERIES............................. 272 199 55 26 8 ----- ----- ----- ----- ----- Net charge-offs................................ 62 283 120 737 325 Additions charged to operations................ 310 115 323 327 836 ----- ----- ----- ----- ----- BALANCE AT END OF PERIOD....................... 1,207 959 1,127 924 1,334 ===== ===== ===== ===== ===== RATIO OF NET CHARGE-OFFS TO AVERAGE LOANS OUTSTANDING.............................. 0.11% 0.50% 0.20% 1.15% 0.47% ===== ===== ===== ===== =====
Footnote 1(g) to the consolidated financial statement discusses the factors used in determining the provision for loan losses and the adequacy of the allowance for loan losses. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (IN THOUSANDS)
December 31, 1996 December 31, 1995 December 31, 1994 December 31, 1993 December 31, 1992 ----------------- ----------------- ----------------- ----------------- ----------------- Loan Category Amount Amount Amount Amount Amount ------ % ------ % ------ % ------ % ------ % Loans Loans Loans Loans Loans ----- ----- ----- ----- ----- Commercial............. 490 91.41% 295 84.28% 376 78.25% 140 79.22% 617 71.40% Real estate............ 45 8.40% 38 10.86% 121 17.12% 45 16.20% 75 23.67% Consumer............... 1 0.19% 17 4.86% 4 4.63% 2 4.58% 47 4.93% Unallocated............ 671 N/A 609 N/A 626 N/A 737 N/A 595 N/A ----- ------ --- ------ ----- ------ --- ------ ----- ------ 1,207 100.00% 959 100.00% 1,127 100.00% 924 100.00% 1,334 100.00% ===== ====== === ====== ===== ====== === ====== ===== ======
15
DEPOSITS Average amount and average rate paid on deposits (in thousands) For the Year Ended For the Year Ended For the Year Ended December 31, 1996 December 31, 1995 December 31, 1994 -------------------- ------------------- ------------------- Type Average Average Average Average Average Average ---- Amount Rate Amount Rate Amount Rate ------- ------- ------- ------- ------- ------- Demand - non-interest bearing......... 8,280 N/A 7,142 N/A 6,106 N/A NOW accounts.......................... 19,561 1.89% 18,019 2.01% 19,645 1.95% Money market accounts................. 12,469 2.95% 12,561 2.95% 14,464 2.89% Savings............................... 15,790 2.89% 15,791 2.87% 16,240 2.86% Time deposits......................... 34,320 5.24% 32,566 5.13% 30,864 3.56% ------ ---- ------ ---- ------ ---- 90,420 3.31% 86,079 3.32% 87,319 2.84% ====== ==== ====== ==== ====== ====
MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE AT DECEMBER 31 (IN THOUSANDS): 1996 ---- Three months or less................................. 5,357 Four months to six months............................ 1,989 Seven months to twelve months........................ 2,663 Over twelve months................................... 1,102 ------ TOTAL TIME DEPOSITS OF $100,000 OR MORE.............. 11,111 ======
RETURN ON AVERAGE EQUITY AND ASSETS
For the Year Ended December 31: ------------------------------------------------------- 1996 1995 1994 ---- ---- ---- Return on average assets.............................. 0.60% 0.83% 0.33% Return on average equity.............................. 5.44% 7.45% 3.09% Dividend payout ratio................................. 42.55% 22.25% -- Average equity to average assets...................... 11.12% 11.13% 10.71%
16 ITEM 2. PROPERTIES The Bank owns a 0.861 acre lot located at the corner of Ham Lane and Tokay Street, Lodi, California. A 34,000 square foot, tri-level commercial building for the main branch and administrative offices of the Company and the Bank was constructed on the lot. The Company and the Bank use approximately 75% of the leasable space in the building and the remaining area is either leased or available for lease as office space to other tenants. All lease payments to the Company are tied to changes in the Consumer Price Index and are adjusted on an annual basis. This expansion in 1991 has enabled the Bank to better serve its customers with more teller windows, four drive-through lanes and expanded safe deposit box capacity. The Bank assumed a long-term ground lease on 1.7 acres of land at 19000 North Highway 88, Lockeford, California. The building previously occupying the Lodi site was moved to Lockeford, California, and has become the permanent branch office of the Bank at that location. A temporary office was opened by the Bank on January 8, 1990 at this location in a 1,100 square foot building. The permanent office was opened on April 1, 1991. The temporary office, along with a portion of the permanent building, are leased by the Bank to two tenants. On February 22, 1997, the Bank acquired the Galt, Plymouth and San Andreas branches of Wells Fargo Bank. The transaction included the assumption of the 6,000 square foot branch building lease in Galt with a remaining term of two years, and the purchase of the branch building and land for the Plymouth and San Andreas offices. The Plymouth and San Andreas offices are approximately 1,200 and 5,500 square feet, respectively. The Company owns a 10,000 square foot lot located on Lower Sacramento Road in the unincorporated San Joaquin County community of Woodbridge, California. The entire parcel has been leased to the Bank on a long term basis at market rates. The Bank has constructed, furnished and equipped a 1,437 square foot branch office on the parcel and commenced operations of the Woodbridge Branch on December 15, 1986. ITEM 3. LEGAL PROCEEDINGS There are no material proceedings adverse to the Company or the Bank to which any director, officer, affiliate of the Company or 5% shareholder of the Company or the Bank, or any associate of any such director, officer, affiliate or 5% shareholder of the Company or the Bank is a party, and none of the above persons has a material interest adverse to the Company or the Bank. Neither the Company nor the Bank is a party to any pending legal or administrative proceeding (other than ordinary routine litigation incidental to the Company's or the Bank's business) and no such proceedings are known to be contemplated. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required by this item is contained under the caption "MARKET PRICE OF COMPANY'S STOCK" at page 13 of the Company's Annual Report to Shareholders for the year ended December 31, 1996, and is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information required by this item is contained under the caption "SELECTED FINANCIAL DATA" at page 13 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 and is incorporated herein by reference. 17 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this item is contained under the caption "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" at page 4 of the Company's Annual Report to Shareholders for the year ended December 31, 1996 and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Item 14(a) herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable PART III ITEMS 10, 11, 12 AND 13. The information required by these items is contained at pages 2 through 9 of the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 22, 1997, and is incorporated herein by reference. The definitive Proxy Statement will be filed with the Commission within 120 days after the close of the Company's fiscal year pursuant to Regulation 14A of the Securities Exchange Act of 1934. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) FINANCIAL STATEMENTS AND SCHEDULES PAGE REFERENCE TO ANNUAL REPORT TO SHAREHOLDERS* Independent Auditors' Report 14 Consolidated Balance Sheets as of December 31, 1996 and 1995. 15 Consolidated Statements of Income Years Ended 1996, 1995, and 1994 17 Consolidated Statements of Stockholders' Equity Years Ended 1996, 1995, and 1994 16 Consolidated Statements of Cash Flows Years Ended 1996, 1995, and 1994 18 Notes to Consolidated Financial Statements 19 --------------------------- *The pages of the Company's Annual Report to Shareholders for the year ended December 31, 1996 listed above, are incorporated herein by reference in response to Item 8 of this report.
(b) REPORTS ON FORM 8-K On October 18, 1996, the Company filed a Current Report on Form 8-K regarding the purchase of three branches from Wells Fargo Bank, N.A. by The Bank of Lodi. On October 25, 1996, the Company filed a Current Report on Form 8-K regarding its press release of the same date, reporting the Company's results of operations for the quarter ended September 30, 1996, and the declaration of a cash dividend of $.05 per share, payable November 29, 1996. 18
(C) EXHIBITS Exhibit No. Description 11 Statement re computation of earnings per share is incorporated herein by reference to page 26 of the Company's Annual Report to Shareholders for the year ended December 31, 1996. 13 First Financial Bancorp 1996 Annual Report to Shareholders - portions which have been incorporated by reference herein are filed with this report, and portions which have not been incorporated herein are provided for information purposes only. 23 Consent of Experts 27 Financial Data Schedule
(D) FINANCIAL STATEMENT SCHEDULES No financial statement schedules are included in this report on the basis that they are either inapplicable or the information required to be set forth therein is contained in the financial statements incorporated herein by reference. 19 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, on the 31th day of March, 1997. FIRST FINANCIAL BANCORP /s/ LEON J. ZIMMERMAN ------------------------------------- Leon J. Zimmerman (President & Chief Executive Officer) Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
CAPACITY DATE -------- ---- /s/ BENJAMIN R. GOEHRING Director and Chairman of the Board March 31, 1997 - -------------------------------------------- Benjamin R. Goehring /s/ WELDON D. SCHUMACHER Director and Vice Chairman of the Board March 31, 1997 - -------------------------------------------- Weldon D. Schumacher /s/ BOZANT KATZAKIAN Director March 31, 1997 - -------------------------------------------- Bozant Katzakian /s/ ANGELO J. ANAGNOS Director March 31, 1997 - -------------------------------------------- Angelo J. Anagnos /s/ RAYMOND H. COLDANI Director March 31, 1997 - -------------------------------------------- Raymond H. Coldani /s/ MICHAEL D. RAMSEY Director March 31, 1997 - -------------------------------------------- Michael D. Ramsey /s/ FRANK M. SASAKI Director March 31, 1996 - -------------------------------------------- Frank M. Sasaki /s/ DENNIS SWANSON Director March 31, 1997 - -------------------------------------------- Dennis Swanson /s/ DAVID M. PHILIPP Executive Vice President, March 31, 1997 - -------------------------------------------- Chief Financial Officer and Secretary David M. Philipp (Principal Financial and Accounting Officer)
20 INDEX TO EXHIBITS
Exhibit Page - ------- ---- 11 Statement re computation of earnings per share is incorporated herein by reference to page 24 of the Company's Annual Report to Shareholders for the year ended December 31, 1996. 13 First Financial Bancorp 1996 Annual Report to Shareholders - portions 27 which have been incorporated by reference herein are filed with this report, and portions which have not been incorporated herein are provided for information purposes only 23 Consent of Experts 59 27 Financial Data Schedule 60
EX-13 2 1996 ANNUAL REPORT TO SHAREHOLDERS MANAGEMENT'S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION Overview of Operating Results - 1996 compared to 1995 Earnings per share decreased by 26.6% in 1996 compared to 1995. Net income and earnings per share were $640 thousand and $.47, respectively, for 1996 compared to net income and earnings per share of $843 thousand and $.64, respectively, for 1995 . The return on average assets and average equity were .60% and 5.4%, respectively, for 1996 compared to .83% and 7.4%, respectively, for 1995. Falling interest rates and a lower portion of loans in the mix of earning assets resulted in a decrease in the net interest margin of 37 basis points to 5.15%. Although net interest income decreased by $160 thousand, or 3.2%, noninterest income increased by $149 thousand, or 15.9%, reflecting growth in service charge income as well as SBA and mortgage income. The provision for loan losses increased by $195 thousand, or 170%, reflecting isolated loss exposure in a small number of loan relationships. Noninterest expenses increased by $142 thousand, or 3.1%. Consolidated assets were $104.9 million at December 31, 1996, an increase of $1 million, or .9%, over the comparable total of $103.9 million at December 31, 1995. Average consolidated assets increased by $4.4 million, or 4.4%, to $105.7 million for 1996 compared to $101.3 million for 1995. Average earning assets increased by $3.4 million, or 3.7%, and represented 88% of consolidated average assets for 1996 compared to 88.5% for 1995. Loans declined to 59% of average earning assets in 1996 compared to 63% in 1995. The declining loan portfolio funded an increase in the average investment portfolio of $5.0 million, or 16.8%. The growth in average earning assets was funded principally by deposit growth. Year end and average deposits increased by $3 million and $4.3 million, respectively. Noninterest bearing demand deposits increased by $1.1 million, or 16%. The mortgage debt that was secured by the company's headquarter building matured in November and was paid off. Consolidated equity increased by $325 thousand to $11.9 million. The increases of $640 thousand and $10 thousand from earnings and option exercises, respectively, provided total additions to consolidated equity of $650 thousand. Consolidated equity was reduced by the $261 thousand in dividends declared during 1996 and the $64 thousand reduction in net unrealized holding gains on available-for-sale securities. Consolidated equity as a percentage of consolidated assets increased to 11.3% from 11.1%. The Bank's total risk-based and leverage capital ratios at December 31, 1996, were 17.0% and 10.8%, respectively, compared to 15.1% and 9.0%, respectively, at December 31, 1995. Net Interest Income, Margin, and Spread - 1996 compared to 1995 Net interest income, interest income less interest expense, decreased by $160 thousand, or 3.2%. Although average earning assets and deposits increased by 3.7% and 5.0%, respectively, the increased net interest income resulting from these improved volumes was offset by the net result of changes in the mix and yield of average earning assets and average deposits. Net interest margin, net interest income as a percentage of earning assets, decreased by 37 basis points to 5.15% from 5.52%. The improvement in net interest income as a result of increased earning asset and deposit volumes was $141 thousand. The reduction from lower rates and changes in mix was $301 thousand. Interest income decreased by $44 thousand, or .5%. Earning asset yields decreased to a weighted average of 8.65% from 9.02%, and decreased interest income by $179 thousand before the impact of higher average earning asset volume and lower average loans relative to total average earning assets. The impact of rising earning asset volumes produced an increase in interest income of $304 thousand. Average loans fell to 59% of earning assets for 1996 compared to 63% for 1995, while average investments increased to 37% of average earning assets for 1996 compared to 33% for 1995. Had the average earning asset mix for 1996 been equal to the mix for 1995, interest income would have been $169 thousand higher in 1996. Interest expense increased by $116 thousand, or 3.7%, from 1995 to 1996. The increase in average deposits and other funding of $4.3 million, or 5.0%, resulted in an increase in interest expense of $163 thousand. The average cost of deposits and other funding decreased by 4 basis points as increases in certificate of deposit yields were offset by decreases in interest bearing demand deposit yields. Although the mix of average certificates of deposits to total average deposits held steady at 37%, noninterest bearing demand deposits increased to 9% of average deposits. Changes in the mix of average deposits had a favorable impact on interest expense of $55 thousand. 4 Exposure to Interest Rate Fluctuations The structure of earning assets and liabilities both during and at the end of 1996 were such that net interest income and earnings were at risk to increases in interest rates. During 1996, there was approximately $.80 in earning assets subject to repricing for every $1.00 in deposits subject to repricing on a rolling, cumulative, twelve-month basis, representing a cumulative twelve-month repricing gap of 80%. The practical reality of this sensitivity position is predicated upon the assumption that earning assets and liabilities that are subject to repricing will reprice in concert with the general rate movement in the money and credit markets. While this assumption was generally borne out with respect to repricable assets, repriceable deposits lagged the overall movement in interest rates and net interest margin tightened as a result. A similar but inverse pattern occurs during periods of rising interest rates. Fluctuations in interest rates can affect net spread, net interest margin, and net interest income beyond the impact of direct contractual repricing of assets and liabilities. Fluctuations in interest rates can, and often do, alter the contractual maturities of assets and liabilities by increasing or decreasing both contractual and anticipated prepayment rates. Changes in contractual and anticipated prepayment rates affect net spread, net interest margin and income by altering expected repricing gaps as well as changing the amortization of premiums and discounts related to the affected earning assets. Fluctuations in interest rates can also impact the market value of assets and liabilities either favorably or adversely depending upon the nature of the rate fluctuations as well as the maturity and repricing structure of the underlying financial instruments. To the extent that financial instruments are held to contractual maturity, market value fluctuations related to interest rate changes are realized only to the extent that future net interest margin is either higher or lower than comparable market rates for the period. To the extent that liquidity management dictates the need to liquidate certain assets prior to contractual maturity, changes in market value from fluctuating interest rates will be realized in income to the extent of any gain or loss incurred upon the liquidation of the related assets. Provision for Loan Losses - 1996 compared to 1995 The provision for loan losses was approximately 170%, or $195 thousand more than in 1995. In relation to average loans outstanding, the provision for loan losses in 1996 was .57% compared to .20% in 1995. Net loans charged off during 1996 were $62 thousand compared to $283 thousand in 1995. Gross charge-offs for 1996 were $334 thousand compared to $482 thousand in 1995. $272 thousand in previously charged off loans were recovered during 1996 compared to $199 thousand during 1995. The provision for loan losses is derived through the maintenance of an adequate reserve for loan losses. To the extent that the reserve for loan losses needs to be increased or decreased after adjustment for net chargeoffs, a provision for loan losses is charged against or credited to earnings with a corresponding adjustment to the reserve for loan losses. The loan loss reserve is discussed in the asset quality and allowance for loan losses section of management's discussion and analysis. Noninterest Income - 1996 compared to 1995 Noninterest income increased by $149 thousand, or 15.9%, compared to 1995. Service charge income increased by $67 thousand while SBA and mortgage income increase by $80 thousand, or 20.4%. The increase in service charge income is attributable to an increase in demand deposit accounts and the elimination of certain service charge waivers that were based upon account balances. Demand deposit accounts increased by 15.3% from December 31, 1995 to December 31, 1996. SBA and mortgage income consists of transaction income in the form of premiums realized upon the sale of loans, and servicing income related to portfolio administration on behalf of the investors to whom loans were sold. Transaction income increased by 36% in 1996 while servicing income increased by 9%. Income from the sale of SBA loans increased by $61 thousand, or 41%, in 1996 compared to 1995. SBA servicing income increased by $9 thousand, or 5%, in 1996 compared to 1995. The volume of loans sold increased in 1996 relative to 1995 as significant business development efforts that started during the previous year began to yield results. Income from the sale of mortgage loans declined by $6 thousand, or 16%, while servicing income increased by $10 thousand, or 33%. Mortgage activity increased during 1996 due a favorable interest rate environment; although competitive forces reduced margins. 5 Noninterest Expense - 1996 compared to 1995 Total noninterest expenses increased by $142 thousand, or 3.1%, in 1996 compared to 1995. The most significant components of the change were an increase of $40 thousand, or 9%, in occupancy expense, a 72% decline in regulatory assessments, and an increase of $215 thousand, or 16%, in other noninterest expenses. Although salaries and employee benefits declined slightly relative to 1995, there where changes in the character of the expenses in this category. Actual direct payroll expense declined by approximately 2.2% in part reflecting the foregoing of salary increases for officers, labor savings related to the implementation of new information systems, and a vacancy during the year in one officer position. In addition, contributions to the Employee Stock Ownership plan declined by $19 thousand, or 34%. Deferral of labor costs associated with originating loans increased by $57 thousand due to increased lending activity. During 1996, the Board of Directors of Bank of Lodi adopted a management incentive plan that specifies performance-driven incentives for specific officer classes throughout the banks operations. Accruals under this incentive plan for 1996, inclusive of related taxes, were $80 thousand. The increase in occupancy expense resulted from the full year impact of a vacancy of approximately 4,500 feet of space that was vacated by a tenant at the company's headquarters building as of October 1, 1995. Effective June 1, 1995, the Federal Deposit Insurance Corporation (FDIC) made significant changes to its deposit insurance premium schedule. The deposit insurance expense of the Bank of Lodi was significantly reduced as a result of the FDIC changes. Bank of Lodi's principal regulator, the Office of the Comptroller of the Currency (OCC), has also reduced its annual assessment rates. Regulatory assessments for 1996 were below the 1995 level by $102 thousand. The benefit from reductions in regulatory assessments is subject to change in the future based upon the level of reserves in the FDIC's Bank Insurance Fund. The principal component of the increase in other noninterest expenses was an increase of $67 thousand in legal and professional costs. The majority of this increase represents legal costs associated with resolving problem assets. The remainder consists of consulting expenses associated with strategic planning efforts. In addition to increased legal and professional expenses, costs associated with higher deposit and lending transaction volumes increased as well. These costs included telephone, postage, supplies, forms, and travel. Promotional expenses also increased as efforts to generate new business were ongoing. Income Taxes - 1996 compared to 1995 The current year tax provision is $254 thousand compared to $399 thousand for 1995, reflecting an approximate proportional decline in pretax income. The company had an effective tax rate that was below statutory rates due to the continued benefit of tax-free interest income from municipal securities holdings. Earning Assets An increase in average earning assets for 1996 relative to 1995 was driven by the growth in average deposits. Average earning assets for 1996 were $93.0 million, for an increase of $3.4 million, or 3.7%, over 1995. The mix of earning assets changed during 1996. Average loans declined by $1.9 million, or 3.4%. The funds available from the decline in average loans and the increase in average deposits funded an increase in the investment portfolio. The mix of average loans, investments, and federal funds was 59%, 37%, and 4% for 1996, respectively, compared to 63%, 33%, and 4% for 1995, respectively. Changes in the relative yields of significant earning asset components are discussed in the net interest margin portion of management's discussion and analysis. Loan Portfolio The average loan portfolio was $54.5 million for 1996 compared to $56.5 million for 1995. Although the average portfolio declined during 1996, there was significantly more lending activity during 1996 compared to 1995. The increased activity was not sufficient to overcome the significant maturities and payoffs that occurred during the fourth quarter of 1995. The portfolio segments that experienced the greatest declines were commercial and real estate lending. The average commercial portfolio declined by $1million, or 3.6%, while the average real estate portfolio declined by $1 million, or 5.5%. At December 31, 1996, the loan portfolio was $53.9 million, or 4.4% greater than the loan portfolio at December 31, 1995. The most significant component of the loan portfolio is commercial loans. At December 31, 1996, commercial loans represented 78% of the loan portfolio. The commercial loan portfolio includes agricultural loans, working capital loans to businesses in a number of industries, and loans to finance commercial real estate. Agricultural loans represent approximately 29% of the commercial loan portfolio. Agricultural loans are diversified amongst a number of agricultural areas including dairies, orchards, row crops, vineyards, cattle, and contract harvesting. Agricultural lending risks are generally related to the potential for volatility of agricultural commodity prices. Commodity prices are affected by 6 government programs to subsidize certain commodities, weather, and the potential for changes in overall demand and supply. The remaining commercial loans are to business entities in a number of industries throughout the greater Lodi, California area. Lending risk in this sector of the commercial loan portfolio is related to the health of the local economy and real estate market. Investment Securities The average investment securities portfolio increased by $5 million, or 16.8%, during 1996. The increase in the portfolio was generally funded by the reductions in the average loan portfolio of $2.0 million and growth in average deposits of $4.3 million. New purchases were concentrated primarily in US Agency securities. A number of the US Agency securities purchased had final maturites of from three to fifteen years but were callable beginning from six months to three years from the issue date. Although these securities are likely to be called in the event that interest rates are stable or declining, they have incrementally better yields over securities of like maturity on a callable or final basis to compensate for the risk of being called or provide some cushion in the event that rates rise and the security is not called. In addition to these purchases, investments were also made in shares of institutional money market funds that were designed to be competitive with investments in federal funds. The focus upon short-term investments and money market equivalents can be directly related to the prevailing interest rate environment during 1996. As discussed in note 1 (a) to the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, effective January 1, 1994. At December 31, 1996, the market value of the investment portfolio was in excess of cost by $315 thousand compared to cost being in excess of market at December 31, 1995, by $461 thousand. A portion of the investment portfolio contains structured notes. Structured notes generally carry terms that reference some index or predefined schedule as a means of determining the coupon rate of interest to be paid on the security, and there may also be interest rate caps or floors that limit the extent to which the coupon rate can adjust in any given period and/or for the life of the security. Depending upon the referenced index or predefined schedule as well as the interest rate cap or floor, the coupon rate of a structured note can lead, lag, move in tandem with, or move in the opposite direction of market interest rates. As a result, the market value of the note can be favorably or adversely impacted depending upon the direction and magnitude of change in market interest rates. Structured notes may also contain provisions that give the issuer the right to call the security away from the owner at a predetermined price; therefore, the contractual, expected, and actual final maturity of the notes may differ. Both the collateralized mortgage obligations and the structured agency bonds are considered to be derivative securities under the broadest definitions of derivatives, however; derivative investments in the bank's portfolio are structured such that they fall on the conservative end of the derivative risk spectrum. The amortized cost of the Bank's structured note portfolio at December 31, 1996 and 1995 was $2.1 million and $3.6 million, respectively, and represented approximately 5.7% and 9.7%, respectively, of the investment portfolio. The market value of the structured note portfolio at December 31, 1996 and 1995 was $2.1 million and $3.6 million, respectively. All of the structured notes were issued by Federal Agencies and therefore carry the implied AAA credit rating of the Federal Government. Approximately $1.6 million of the structured note portfolio carries floating rate coupons that generally lag overall movements in market interest rates, while the remaining $500 thousand are now fixed after having previously adjusted upward based upon a predefined schedule. The average final maturity of the structured note portfolio at December 31, 1996 and 1995 was approximately one half year and one years, respectively. 7 Asset Quality and Allowance for Loan Losses The allowance for loan losses at December 31, 1996, was $1.2 million or 2.24% of loans outstanding compared to $959 thousand, or 1.86% of loans outstanding at December 31, 1995. Nonaccrual loans at December 31, 1996, were $898 thousand compared to $987 thousand at December 31, 1995. The nonaccrual coverage ratio increased to 1.23 times at December 31, 1996, compared to .97 times at December 31, 1995. The increased reserve level and coverage ratios reflect both increased lending volumes as well as increased credit risk within the nonaccrual portion of the loan portfolio. The relative health of the remaining portfolio as measured by the portfolio delinquency rate continued to improve during 1996. Loan portfolio delinquency at December 31, 1996, was 2.14% compared to 2.57% at December 31, 1995. Other real estate owned represents property acquired through foreclosure or by taking a deed in lieu of foreclosure. The portfolio of other real estate owned increased by $43 thousand during 1996 to $400 thousand at December 31, 1996, compared to $357 thousand at December 31, 1995. Provisions made during 1996 to recognize the impairment of other real estate owned values totaled $35 thousand compared to $60 thousand in 1995. As discussed in Note 1 (c) of the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, during the first quarter of 1994. Among other provisions, Statement No. 114 eliminates the application of in-substance foreclosure accounting. Deposits Average deposits increased by $4.3 million, or 5.0%, in 1996 compared to 1995. Average noninterest bearing deposits increased by $1.1 million, or 16%, in addition to the 17% growth in this deposit category last year. Average negotiable order of withdrawal (NOW), money market and savings deposits increased by $1.5 million, or 3.1%, in the aggregate. Average certificates of deposit increased by $1.8 million, or 5.4%. The increase in noninterest bearing demand deposits was due in part to an emphasis on developing business demand deposits in connection with developing overall business banking relationships. These efforts benefited from the merger activity of large banks during 1996. A significant portion of new account relationships were former customers of larger institutions that were not willing to accept the disruption of those transactions and were dissatisfied with what they believed were deteriorating service levels at those institutions. The changes in the average deposit balances increased the mix of noninterest bearing demand balances to 9% in 1996 from 8% 1995. Capital Consolidated capital increased by $325 thousand, or 2.8%, during 1996. The increase was due primarily to net income of $640 thousand less both dividends paid of $261 thousand and the after-tax valuation adjustment of $64 thousand related to marking the available for sale securities portfolio to market at December 31, 1996, compared to December 31, 1995. The consolidated capital to assets ratio increased to 11.3% at December 31, 1996, from 11.1% at December 31, 1995. The Bank's total risk-based and leverage capital ratios at December 31, 1996, were 17.0% and 10.8%, respectively, compared to 15.1% and 9.0%, respectively, at December 31, 1995. The increase reflects both the impact of bank earnings and a capital contribution from First Financial to Bank of Lodi. On November 14, 1996, First Financial Bancorp transferred title of its headquarters building to Bank of Lodi. For regulatory accounting purposes, the building was transferred to the Bank at its fair value of $4.25 million, and the Bank assumed the mortgage on the building. The equity in the building represented a contribution of capital to the Bank. The leverage and total risk- based capital ratios at December 31, 1996, are in excess of the required regulatory minimums of 3% and 8%, respectively. The Bank's capital ratios will decline as of the first quarter of 1997 due to the acquisition of three branches from Wells Fargo Bank; however, all capital ratios are expected to remain in excess of the regulatory minimums for a Well Capitalized institution. 8 Liquidity Liquidity is managed on a daily basis by maintaining cash, federal funds sold, and short-term investments at levels commensurate with the estimated requirements for loan demand and fluctuations in deposits. Loan demand and deposit fluctuations are affected by a number of factors, including economic conditions, seasonality of the borrowing and deposit bases, and the general level of interest rates. The bank maintains two lines of credit with correspondent banks as a supplemental source of short-term liquidity in the event that salable investment securities and loans or available new deposit funding are not adequate to meet liquidity needs. The Bank may also borrow on a short-term basis from the Federal Reserve in the event that other liquidity sources are not adequate. At December 31, 1996, liquidity was considered adequate, and funds available in the local deposit market and scheduled maturities of investments are considered sufficient to meet long-term liquidity needs. Compared to 1995, liquidity increased during 1996 as a result of the reduction in average loans outstanding, increases in average deposits, and the corresponding additions to the investment portfolio that carry a greater degree of liquidity than loans. In November, 1996, the mortgage debt related to the headquarter building matured and was paid off as the opportunity cost of using otherwise liquid funds to pay the mortgage debt was lower than rates that would have been paid had the mortgage been refinanced. The Bank's liquidity will increase further during the first quarter of 1997 due to the acquisition of three branches form Wells Fargo Bank. The acquisition will add approximately $32 million in liquid funds to the Bank based upon deposits acquired less the purchase price to be paid for the branches tangible and intangible assets. Investment in Bank Premises and Equipment In 1996, investments in bank premises and equipment totaled $1.2 million in comparison to $231 thousand invested in 1995. Approximately $350 thousand of the expenditures are the initial investment related to the acquisition of three branches to be purchased from Wells Fargo Bank during the first quarter of 1997. The most significant investment during the year was the new information system for which installation and conversion was completed in June at a cost of $475 thousand in addition to the $100 thousand invested in this project during 1995. Investment in enhancements and upgrades to this system during the latter part of 1996 in order to expand functionality to prepare for growth totaled $245 thousand. Investment in other furniture, fixtures, and equipment totaled $130 thousand for 1996. In the first quarter of 1997, the Bank will complete the purchase of the Galt, Plymouth, and San Andreas branches of Wells Fargo Bank. The Bank will be assuming the deposits of each branch and purchasing the real property, personal property, and certain intangible assets associated with each branch. The total purchase price is expected to be approximately $2.34 million. Costs associated with acquiring the branches and converting them to Bank of Lodi branches will be approximately $350 thousand. Overview of Operating Results - 1995 compared to 1994 Earnings per share increased by 146.2% in 1995 compared to 1994. Net income and earnings per share were $843 thousand and $.64, respectively, for 1995 compared to net income and earnings per share of $338 thousand and $.26, respectively, for 1994. The return on average assets and average equity were .83% and 7.4%, respectively, for 1995 compared to .33% and 3.1%, respectively, for 1994. Rising interest rates contributed significantly to an increase in the net interest margin of 30 basis points to 5.52%. Although net interest income increased by $256 thousand, or 5.5%, noninterest income declined by $110 thousand, or 10.5%. Noninterest expense decreased by $603 thousand, or 11.7%, due to general cost reduction efforts, declining regulatory assessments, and the absence of the reorganization costs that significantly impacted noninterest expense during 1994. Consolidated assets were $103.9 million at December 31, 1995, a decrease of $1.3 million, or 1.2%, over the comparable total of $105.2 million at December 31, 1994. Average consolidated assets decreased by $636 thousand, or .6%, to $101.3 million for 1995 compared to $101.9 million for 1994. The decline in year-end and average consolidated assets was the result of decreases in year- end and average deposits of $763 thousand 9 and $1.2 million, respectively. Average earning assets decreased by $267 thousand, or .3%, and represented 88.5% of consolidated average assets for 1995 compared to 88.2% for 1994. Loans declined to 63% of average earning assets in 1995 compared to 67% in 1994 due both to efforts to improve overall credit quality and a continuation of subdued demand for credit. The declining loan portfolio funded an increase in the average investment portfolio of $3.7 million, or 14%. Consolidated equity increased by $954 thousand to $11.6 million. The increases of $843 thousand and $4 thousand from earnings and option exercises, respectively, were combined with the change in the securities portfolio valuation adjustment account of $303 thousand to provide total additions to consolidated equity of $1.2 million. Consolidated equity was reduced by the $196 thousand in dividends declared during 1995. The securities valuation adjustment was recorded as a component of equity in accordance with Statement of Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities which was adopted by the Company in the first quarter of 1994. Consolidated equity as a percentage of consolidated assets increased to 11.1% from 10.1% as the capital growth rate was disproportionate to the slightly negative growth rate in deposits and other non-equity funding. The Bank's total risk-based and leverage capital ratios at December 31, 1995, were 15.1% and 9.0%, respectively, compared to 12.7% and 7.9%, respectively, at December 31, 1994. Net Interest Income, Margin, and Spread - 1995 compared to 1994 Net interest income, interest income less interest expense, increased by $256 thousand, or 5.5%. Although average earning assets and deposits decreased by .3% and 1.4%, respectively, the change in net interest income is primarily the net result of changes in the mix and yield of average earning assets and average deposits. Net interest margin, net interest income as a percentage of earning assets, increased by 30 basis points to 5.52% from 5.22% and increased net interest income by $454 before taking into account the impact of lower average loans outstanding and increased average certificate of deposit balances for 1995 compared to 1994. These mix changes offset $203 thousand of the benefit derived from the increase in net interest margin. Interest income increased by $627 thousand, or 8.4%. Earning asset yields increased to a weighted average of 9.02% from 8.30%, and increased interest income by $839 thousand before the impact of lower average earning asset volume and lower average loans relative to total average earning assets. Average loans fell to 63% of earning assets for 1995 compared to 67% for 1994, while average investments increased to 33% of average earning assets for 1995 compared to 29% for 1994. The change in earning asset mix dampened the overall increase in average earning asset yields, as loan yields increased 106 basis points while the investment portfolio yields increased by 54 basis points. Had the average earning asset mix for 1995 been equal to the mix for 1994, interest income would have been $174 thousand higher in 1995. Interest expense increased by $371 thousand, or 13.4%, from 1994 to 1995. The decrease in average deposits and other funding of $1.27 million, or 1.4%, resulted in a decrease in interest expense of $43 thousand. The average cost of deposits and other funding increased by 46 basis points and contributed $385 thousand to the increase in interest expense. Average certificates of deposit increased to 37% of average deposits and other funding from 34% in 1994 and contributed $29 thousand to the increase in interest expense. The average cost of certificates of deposit increased by 123 basis points as a result of the increases in the general level of interest rates that began in 1994. Net interest spread, the difference between the yield on earning assets and the average interest rate paid for deposits and other debt, increased by 26 basis points, to 5.48%. Net interest spread was four basis points less than the net interest margin for 1995 compared to one basis point greater for 1994. The primary factor behind the change is the increase in earning asset efficiency (the ratio of earning assets to total assets). Increased efficiency provides a broader base of earning assets over which to spread deposit costs relative to the deposit base. Earning asset efficiency was 88.5% in 1995 compared to 88.2% in 1994. 10 Exposure to Interest Rate Fluctuations The structure of earning assets and liabilities both during and at the end of 1995 were such that net interest income and earnings were at risk to increases in interest rates. During 1995, there was approximately $.85 in earning assets subject to repricing for every $1.00 in deposits subject to repricing on a rolling, cumulative, twelve-month basis, representing a cumulative twelve-month repricing gap of 85%. The practical reality of this sensitivity position is predicated upon the assumption that earning assets and liabilities that are subject to repricing will reprice in concert with the general rate movement in the money and credit markets. While this assumption was generally borne out with respect to repricable assets, repriceable deposits lagged the overall movement in interest rates and net interest margin widened as a result. A similar but inverse pattern occurs during periods of declining interest rates. Fluctuations in interest rates can affect net spread, net interest margin, and net interest income beyond the impact of direct contractual repricing of assets and liabilities. Fluctuations in interest rates can, and often do, alter the contractual maturities of assets and liabilities by increasing or decreasing both contractual and anticipated prepayment rates. Changes in contractual and anticipated prepayment rates affect net spread, net interest margin and income by altering expected repricing gaps as well as changing the amortization of premiums and discounts related to the affected earning assets. Fluctuations in interest rates can also impact the market value of assets and liabilities either favorably or adversely depending upon the nature of the rate fluctuations as well as the maturity and repricing structure of the underlying financial instruments. To the extent that financial instruments are held to contractual maturity, market value fluctuations related to interest rate changes are realized only to the extent that future net interest margin is either higher or lower than comparable market rates for the period. To the extent that liquidity management dictates the need to liquidate certain assets prior to contractual maturity, changes in market value from fluctuating interest rates will be realized in income to the extent of any gain or loss incurred upon the liquidation of the related assets. Provision for Loan Losses - 1995 compared to 1994 The provision for loan losses was approximately 64%, or $208 thousand less than in 1994. In relation to average loans outstanding, the provision for loan losses in 1995 was .20% compared to .53% in 1994. Net loans charged off during 1995 were $283 thousand compared to $120 thousand in 1994. Gross charge-offs for 1995 were $482 thousand compared to $175 thousand in 1994. The increase in gross charge-offs reflects the resolution of certain loan relationships that had been reserved for during 1994; and to a lesser extent, an isolated number of new loan resolution efforts that developed during 1995. $199 thousand in previously charged off loans were recovered during 1995 compared to $55 thousand during 1994. The provision for loan losses is derived through the maintenance of an adequate reserve for loan losses. To the extent that the reserve for loan losses needs to be increased or decreased after adjustment for net chargeoffs, a provision for loan losses is charged against or credited to earnings with a corresponding adjustment to the reserve for loan losses. The loan loss reserve is discussed in the asset quality and allowance for loan losses section of management's discussion and analysis. Noninterest Income - 1995 compared to 1994 Noninterest income declined by $110 thousand, or 10.5%, compared to 1994. Service charge income declined by $64 thousand while SBA and mortgage income declined by $51 thousand, or 11.5%. The principal reason for the decline in service charge income was a reduction in the volume of returned checks and the related service charges. SBA and mortgage income consists of transaction income in the form of premiums realized upon the sale of loans, and servicing income related to portfolio administration on behalf of the investors to whom loans were sold. Transaction income declined by 23% in 1995 while servicing income increased by 2.5%. Income from the sale of SBA loans declined by $45 thousand, or 24%, in 1995 compared to 1994. SBA servicing income remained constant in 1995 compared to 1994. The decline in transaction revenue was the result of a decline in the volume of loans sold. The volume decline is attributable to both soft demand and increased competition in the SBA lending area. Income from the sale of mortgage loans declined by $16 thousand, or 30%, while servicing income increased by $4 thousand, or 15%. Mortgage activity slowed considerably during 1995 due to increased competition as well as rising interest rates in the early part of the year that significantly impacted demand in the home refinance and purchase markets. 11 Noninterest Expense - 1995 compared to 1994 Total noninterest expenses decreased by $603 thousand, or 11.7%, in 1995 compared to 1994. The most significant components of the change were a decrease of $557 thousand, or 29%, in other noninterest expense and a decrease of $118 thousand, or 45%, in regulatory assessments. The principal element of the decline in other noninterest expense is the absence of the significant management transition costs that were incurred during 1994. Transition costs and accruals during 1994 totaled $433 thousand and consisted principally of estimated payments and the related legal and professional costs incurred to settle the claims made by the former President and Chief Executive Officer. The remaining decrease in other noninterest expense reflects lower loss experience in the areas of operations and the disposition of other real estate owned. Operations and other real estate loss levels declined by approximately $117 thousand during 1995. Legal costs related to loan resolution efforts increased by $38 thousand, or 40.7%, during 1995. Effective June 1, 1995, the Federal Deposit Insurance Corporation (FDIC) made significant changes to its deposit insurance premium schedule. The deposit insurance expense of the Bank of Lodi was significantly reduced as a result of the FDIC changes. Bank of Lodi's principal regulator, the Office of the Comptroller of the Currency (OCC), has also reduced its annual assessment rates. Regulatory assessments for 1995 were below the 1994 level by $118 thousand, or 45%. Although salaries and employee benefits increased by $63 thousand, or 2.9%, direct salary expense was unchanged. The principal elements of the increase were a $15 thousand reduction in the amount of lending salary expense deferrable in connection with loan originations and an increase of $31 thousand in the contribution to the Employee Stock Ownership Plan. The Employee Stock Ownership Plan contribution increased based upon the improved financial performance of the company. Occupancy expense increased by 5.5%, or $23 thousand, during 1995. The principal cause of the increase was a decline in the occupancy levels of the Company's principal location. The lease of a primary tenant expired at the end of the third quarter of 1995 and was not renewed. Although some of the vacated space is now being used by Bank of Lodi, management is making efforts to lease the remaining vacant space. Income Taxes - 1995 compared to 1994 The current year tax provision is a tax expense of $399 thousand compared to tax benefit of $53 thousand for 1994. Although the Company had pre-tax income of $285 thousand for 1994, a taxable loss was generated after deducting tax free municipal bond income net of disallowed interest expense associated with carrying the bonds. The company had taxable book income during 1995. The company had an effective tax rate that was below statutory rates due to the continued benefit of tax-free interest income from municipal securities holdings. Earning Assets Although average deposits declined by $1.2 million, decreases in nonearning assets and increases in capital left the level of average earning assets during 1995 virtually constant with 1994. Average earning assets for 1995 were $89.6 million compared to $89.9 million in 1994. As a result of the reduced averages for nonearning assets, the earning asset efficiency ratio (earning assets relative to total assets) increased to 88.5% in 1995 from 88.2% in 1994. The mix of earning assets changed during 1995 as a result of continued softness in the lending market and management efforts to reduce the level of loans for which underwriting criteria were not satisfied. The mix of average loans, investments, and federal funds was 63%, 33%, and 4% for 1995, respectively, compared to 67%, 29%, and 4% for 1994, respectively. Changes in the relative yields of significant earning asset components are discussed in the net interest margin portion of management's discussion and analysis. 12 Asset Quality and Allowance for Loan Losses The allowance for loan losses at December 31, 1995, was $959 thousand or 1.86% of loans outstanding compared to $1.1 million, or 1.98% of loans outstanding at December 31, 1994. The absolute level of the allowance declined during 1995 as certain loans for which reserves had been previously established were either favorably resolved or charged off. Nonaccrual loans at December 31, 1995, were $987 thousand, or 29% higher than the balance of $765 thousand at December 31, 1994. The nonaccrual coverage ratio decreased to .97 times at December 31, 1995, compared to 1.47 times at December 31, 1994. Although the portfolio of nonaccrual loans has increased during 1995, the overall credit risk exposure of the nonaccrual portfolio has decreased, and management believes that the current reserve and coverage levels are adequate. The relative health of the overall portfolio as measured by the portfolio delinquency rate continued to improve during 1995. Loan portfolio delinquency at December 31, 1995, was 2.57% compared to 2.71% at December 31, 1994. Other real estate owned represents property acquired through foreclosure or by taking a deed in lieu of foreclosure. The portfolio of other real estate owned increased by $182 thousand during 1995 to $357 thousand at December 31, 1995, compared to $175 thousand at December 31, 1994. Provisions made during 1995 to recognize the impairment of other real estate owned values totaled $60 thousand compared to $115 thousand in 1994. As discussed in Note 1 (c) of the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, during the first quarter of 1994. Among other provisions, Statement No. 114 eliminates the application of in-substance foreclosure accounting. For 1995 and 1994 the adoption of Statement No. 114 does not affect the comparability of other real estate owned portfolio balances. Market Price of Company's Stock The Company's common stock is traded in the over-the-counter market and is not presently listed on a national exchange or reported by the NASDAQ Stock Market. Trading of the stock has been limited and has been principally been contained within the Company's general service area. As of March 3, 1997, there were 1,170 shareholders of record of the Company's common stock. 1996 1995 ---- ---- Bid Price of Common Shares High Low High Low First Quarter ............ $ 8.87 $ 8.37 $ 7.00 $ 6.75 Second Quarter ........... 9.75 8.63 7.00 6.75 Third Quarter ............ 10.00 9.50 7.75 7.00 Fourth Quarter ........... 10.00 9.25 9.00 7.00 The foregoing prices are based on trades of which the Company is aware and reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent specific transactions. SELECTED FINANCIAL DATA (in thousands except per share amounts)
1996 1995 1994 1993 1992 CONSOLIDATED STATEMENT OF INCOME - --------------------------------------------------------------------------------------- Interest Income ................ $ 8,045 8,089 7,462 6,907 7,499 Interest Expense ............... 3,254 3,138 2,767 2,765 3,646 Net Interest Income ............ 4,791 4,951 4,695 4,142 3,853 Provision for Loan Losses ...... 310 115 323 327 836 Noninterest Income ............. 1,089 940 1,050 1,151 1,099 Noninterest Expense ............ 4,676 4,534 5,137 4,115 3,752 Net Income ..................... 640 843 338 746 294 PER SHARE DATA - --------------------------------------------------------------------------------------- Net Income ..................... $ .47 .64 .26 .57 .23 Cash Dividends Declared ........ .20 .15 -- .10 -- CONSOLIDATED BALANCE SHEET DATA - --------------------------------------------------------------------------------------- Federal Funds Sold ............. $ 1,100 3,300 2,000 2,600 4,900 Investment Securities .......... 36,913 36,945 33,100 23,956 13,967 Loans, net of loss reserve and deferred fees ..... 52,672 50,524 55,812 59,943 64,482 Total Assets ................... 104,913 103,972 105,167 99,806 98,902 Total Deposits ................. 92,207 89,216 89,979 86,174 85,090 Note Payable ................... -- 2,585 2,618 2,648 2,674 Total Stockholders' Equity ................ 11,889 11,564 10,610 10,380 9,653
13 INDEPENDENT AUDITORS' REPORT The Board of Directors First Financial Bancorp: We have audited the accompanying consolidated balance sheets of First Financial Bancorp and subsidiary as of December 31, 1996 and 1995, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Financial Bancorp and subsidiary as of December 31, 1996 and 1995, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1996, in conformity with generally accepted accounting principles. /S/KPMG PEAT MARWICK LLP Sacramento, California February 21, 1997 14 FIRST FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS (in thousands) December 31, 1996 and 1995
ASSETS 1996 1995 - ------ ---- ---- Cash and due from banks (note 2) ................................ $ 4,748 4,488 Federal funds sold .............................................. 1,100 3,300 Investment Securities: (note 3) Held-to-maturity securities (at amortized cost, market value of $1,888 and $2,170 in 1996 and 1995) ................. 1,789 2,036 Available-for-sale securities at fair value .................. 35,124 34,909 -------- ------- Total investments ............................................ 36,913 36,945 Loans, net of deferred loan fees and allowance for loan losses of $1,607 in 1996 and $1,320 in 1995 (notes 4 & 14) ................ 52,672 50,524 Premises and equipment, net (notes 5 & 8) ....................... 6,723 6,449 Accrued interest receivable ..................................... 1,060 1,139 Other assets (notes 6 & 12) ..................................... 1,697 1,127 -------- ------- $104,913 103,972 ======== ======= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ LIABILITIES: Deposits (notes 7 & 14): Noninterest bearing ........................................ $ 9,066 7,863 Interest bearing ........................................... 83,141 81,353 -------- ------- Total deposits ........................................... 92,207 89,216 Accrued interest payable ..................................... 324 408 Other liabilities (note 12) .................................. 493 199 Note payable (note 8) ........................................ -- 2,585 -------- ------- Total liabilities ........................................ 93,024 92,408 STOCKHOLDERS' EQUITY (NOTES 13 & 17): Common stock - no par value; 9,000,000 shares authorized; 1,308,950 shares issued and outstanding in 1996; and 1,306,996 shares issued and outstanding in 1995 .............. 7,324 7,314 Retained earnings ............................................ 4,438 4,059 Net unrealized holding gains on available-for-sale securities 127 191 -------- ------- Total stockholders' equity ................................. 11,889 11,564 -------- ------- Commitments and contingencies (notes 6, 9, 10 & 19) $104,913 103,972 ======== =======
See accompanying notes to consolidated financial statements. 15 FIRST FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (dollars in thousands except share amounts) Years Ended December 31, 1996, 1995 and 1994
Unrealized Common Stock Retained Securities Shares Amount Earnings Gain(Loss)Net Total ------ ------ -------- ------------- ----- BALANCE, DECEMBER 31, 1993 .......................... 1,314,488 $ 7,306 3,074 -- 10,380 Shares returned ..................................... (8,717) -- -- -- -- Options exercised (Note 13) ......................... 525 4 -- -- 4 Net unrealized loss on available-for-sale securities, net of tax effect of $80 ....................... -- -- -- (112) (112) Net income .......................................... -- -- 338 -- 338 --------- ------- ----- --- ------ BALANCE, DECEMBER 31, 1994 ......................... 1,306,296 7,310 3,412 (112) 10,610 Options exercised (Note 13) ......................... 700 4 -- -- 4 Cash dividends declared (Note 13) ................... -- -- (196) -- (196) Net change in unrealized gains on available-for-sale securities,net of tax effect of $216 ........... -- -- -- 303 303 Net Income .......................................... -- -- 843 -- 843 --------- ------- ----- --- ------ BALANCE, DECEMBER 31, 1995 .......................... 1,306,996 $ 7,314 4,059 191 11,564 Options exercised (Note 13) ......................... 1,954 10 -- -- 10 Cash dividends declared (Note 13) ................... -- -- (261) -- (261) Net change in unrealized loss on available-for-sale securities, net of tax effect of $48 ........... -- -- -- (64) (64) Net income .......................................... -- -- 640 -- 640 --------- ------- ----- --- ------ BALANCE, DECEMBER 31, 1996 .......................... 1,308,950 $ 7,324 4,438 127 11,889 ========= ======= ===== === ======
See accompanying notes to consolidated financial statements. 16 FIRST FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME (in thousands except per share amounts) Years Ended December 31, 1996, 1995 and 1994
1996 1995 1994 ---- ---- ---- INTEREST INCOME: Loans, including fees ..................................... $5,613 6,112 5,910 Interest on investment securities available for sale: Taxable ................................................ 1,918 1,424 1,047 Exempt from Federal taxes .............................. 202 216 230 Interest on investment securities held to maturity: Exempt from Federal taxes .............................. 113 137 138 Federal funds sold ........................................ 199 200 134 Deposits in banks and other interest income ............... -- -- 3 ------ ----- ----- Total interest income ................................ 8,045 8,089 7,462 INTEREST EXPENSE: Deposit accounts ....................................... 2,992 2,859 2,485 Other .................................................. 262 279 282 ------ ----- ----- Total interest expense ............................... 3,254 3,138 2,767 ------ ----- ----- Net interest income .................................. 4,791 4,951 4,695 Provision for loan losses (note 4) ........................ 310 115 323 ------ ----- ----- Net interest income after provision for loan losses .. 4,481 4,836 4,372 NONINTEREST INCOME: Service charges ........................................ 559 492 556 Premiums and fees from SBA and mortgage operations ..... 473 393 444 Other .................................................. 57 55 50 ------ ----- ----- Total noninterest income ............................. 1,089 940 1,050 NONINTEREST EXPENSE: Salaries and employee benefits ......................... 2,227 2,231 2,168 Occupancy .............................................. 483 443 420 Equipment .............................................. 367 374 388 Regulatory assessments ................................. 40 142 260 Other (Note 11) ........................................ 1,559 1,344 1,901 ------ ----- ----- Total noninterest expense ............................ 4,676 4,534 5,137 ------ ----- ----- Income before provision for income tax expense (benefit) 894 1,242 285 Provision for income tax expense (benefit) (note 12) ... 254 399 (53) ------ ----- ----- Net Income ........................................... $ 640 843 338 ====== ===== ===== EARNINGS PER SHARE: Net Income ............................................. $ .47 .64 .26 ====== ===== =====
See accompanying notes to consolidated financial statements. 17 FIRST FINANCIAL BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994 ---- ---- ---- Cash flows from operating activities: Net income ............................................... $ 640 843 338 Adjustments to reconcile net income to net cash flows provided by operating activities: (Increase) decrease in loans held for resale ........ (166) 201 32 Increase (decrease) in deferred loan origination fees 40 (12) 44 Provision for other real estate owned losses ........ 35 60 115 Depreciation and amortization ....................... 481 422 430 Provision for loan losses ........................... 310 115 323 Provision for deferred taxes ........................ (98) 188 (299) Decrease (increase) in accrued interest receivable .. 79 (36) (249) (Decrease) increase in accrued interest payable ..... (84) 108 27 (Increase) decrease in other assets ................. (79) (35) 91 Increase (decrease) in other liabilities ............ 294 (461) 460 ----- ------ ----- Net cash provided by operating activities ......... 1,610 1,393 1,312 Cash flows from investing activities: Decrease in certificates of deposit in banks .......... -- -- 100 Proceeds from maturity of held-to-maturity securities . 249 -- 46 Proceeds from maturity of available-for-sale securities 30,780 20,218 27,104 Proceeds from sale of available-for-sale securities ... -- -- 1,000 Purchases of available-for-sale securities ............ (31,107) (24,544) (36,487) (Increase) decrease in loans made to customers ........ (2,629) 4,730 3,824 Proceeds from the sale of other real estate ........... 209 11 316 Purchases of bank premises and equipment .............. (1,207) (231) (88) ------ ------ ------ Net cash (used in) provided by investing activities (3,705) 184 (4,185) Cash flows from financing activities: Net Increase (decrease) in deposits ................... 2,991 (763) 3,805 Payments on notes payable ............................. (2,585) (33) (30) Proceeds received upon exercise of stock options ...... 10 4 4 Dividends paid ........................................ (261) (196) (131) ------ ------ ------ Net cash provided by (used in) financing activities 155 (988) 3,648 ------ ------ ------ Net (decrease) increase in cash and cash equivalents ..... (1,940) 589 775 Cash and cash equivalents at beginning of year ........... 7,788 7,199 6,424 ------ ------ ------ Cash and cash equivalents at end of year ................. $ 5,848 7,788 7,199 ====== ====== ====== Supplemental Disclosures of Cash Flow Information: Cash (paid) received during the year for: Interest ............................................ $ (3,338) (3,029) (2,740) Income taxes ........................................ (242) (391) 144
See accompanying notes to consolidated financial statements. 18 FIRST FINANCIAL BANCORP AND SUBSIDIARY Notes to Consolidated Financial Statements December 31, 1996, 1995 and 1994 (1) Summary of Significant Accounting Policies The accounting and reporting policies of First Financial Bancorp (the Company) and its subsidiary, Bank of Lodi, N.A., (the Bank) conform with generally accepted accounting principles and prevailing practices within the banking industry. In preparing the consolidated financial statements, Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expense for the period. Actual results could differ from those estimates applied in the preparation of the consolidated financial statements. The following are descriptions of the more significant accounting and reporting policies: (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary for all periods presented. All material intercompany accounts and transactions have been eliminated in consolidation. (b) Investment Securities Investment securities at December 31, 1996 and 1995 consist of U.S. Treasury and U.S. Government agency obligations, municipal, collateralized mortgage obligations, money market mutual funds, and other securities. At the time of purchase of a security the Company designates the security as held-to-maturity or available-for-sale, based on the investment objectives, operational needs and intent to hold. The Company does not purchase securities with the intent to engage in trading activity. Held-to-maturity securities are carried at cost, adjusted for accretion of discounts and amortization of premiums, which are recognized as adjustments to interest income using the interest method. Available-for-sale securities are recorded at fair value with unrealized holding gains and losses, net of the related tax effect reported as a separate component of stockholders' equity until realized. To the extent that the fair value of a security is below cost and the impairment of value is permanent, a new cost basis is established using the current market value, and the resulting loss is charged to earnings. No such declines have occurred. Gains and losses realized upon disposition of securities are recorded as a component of noninterest income on the trade date, based upon the net proceeds and the adjusted carrying value of the securities using the specific identification metho d. (c) Loans Loans are stated at principal balances outstanding, net of deferred origination fees, costs and loan sale premiums. A loan is considered impaired when based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructuring agreement. An impaired loan is measured based upon the present value of future cash flows discounted at the loan's effective rate, the loan's observable market price, or the fair value of collateral if the loan is collateral dependent. Interest on impaired loans is recognized on a cash basis. The impairment criteria does not apply to large groups of small balance, homogenous loans that are collectively evaluated for impairment. If the measurement of the impaired loan is less than the recorded investment in the loan, an impairment is recognized by adjusting the allowance for loan loss. Impairment does not change the timing of chargeoffs of loans to reflect the amount ultimately expected to be collected. Loans held for sale are carried at the lower of aggregate cost or market. Interest on loans is accrued daily. Nonaccrual loans are loans on which the accrual of interest ceases when the collection of principal or interest is determined to be doubtful by management. It is the general policy of the Company to discontinue the accrual of interest when principal or interest payments are delinquent 90 days or more unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued and unpaid interest is reversed against current period interest income. Interest accruals are resumed when such loans are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectable as to both principal and interest. (d) Loan Origination Fees and Costs Loan origination fees, net of certain direct origination costs, are deferred and amortized as a yield adjustment over the life of the related loans using the interest method, which results in a constant rate of return. Loan commitment fees are also deferred. Commitment fees are recognized over the life of the resulting loans if the commitments are funded or at the expiration of the commitments if the commitments expire un-exercised. Origination fees and costs related to loans held for sale are deferred and recognized as a component of gain or loss when the related loans are sold. (e) Revenue Recognition on Loan Sales The Bank originates loans under programs administered by the United States Small Business Administration (SBA). The programs generally provide for SBA guarantees of 75% to 90% of each loan. The Bank's general practice is to sell the guaranteed portion of each loan to third parties and retain the balance in its loan portfolio. A portion of the premium received from the sale of the guaranteed portion is recognized as a gain on the sale, and the remainder of the premium is deferred. The gain is the difference between the market value and allocated book value of the portion sold. The deferred premium is amortized into interest income over the estimated life of the retained portion of the loan using the interest method. 19 (f) Loan Servicing Income The Bank services both the sold and retained portions of SBA loans as well as a portfolio of mortgage loans. Servicing income is realized through the retention of an ongoing rate differential between the rate paid by the borrower to the Bank and the rate paid by the Bank to the investor in the loan. (g) Allowance for Loan Losses The allowance for loan losses is established through a provision charged to expense. Loans are charged off against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Recoveries of amounts previously charged off are added back to the allowance. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans, standby letters of credit, overdrafts and commitments to extend credit based on evaluations of collectibility and prior loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, commitments, and current and anticipated economic conditions that may affect the borrowers' ability to pay. While management uses these evaluations to recognize the provision for loan losses, future provisions may be necessary based on changes in the factors used in the evaluations. The allowance for loan losses is also subject to review by the Comptroller of the Currency, the Bank's principal regulator. (h) Premises and Equipment Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Building 35 years Improvements, furniture, and equipment 3 to 10 years Expenditures for repairs and maintenance are charged to operations as incurred; significant betterments are capitalized. Interest expense attributable to construction-in-progress is capitalized. (i) Other Real Estate Owned Other real estate owned (OREO) consists of property acquired through foreclosure and is recorded at the time of foreclosure at its fair market value. Thereafter, it is carried at the lower of cost or fair market value less estimated completion and selling costs. If at foreclosure, the loan balance is greater than the fair market value of the property acquired, the excess is charged against the allowance for loan losses. Fair market value is generally determined based upon independent appraisals. Subsequent operating expenses or income, changes in carrying value, and gains or losses on disposition of OREO are reflected in other noninterest expense. A net loss of $35,000, $60,000, and $115,000 was recorded for the years ended December 31, 1996, 1995, and 1994, repectively. Revenue recognition on the disposition of OREO is dependent upon the transaction meeting certain criteria relating to the nature of the property sold and the terms of the sale. Under certain circumstances, revenue recognition may be deferred until these criteria are met. (j) Earnings Per Share Earnings per common and common share equivalent are calculated by dividing net income by the weighted-average number of common and common share equivalents outstanding during the period. Stock owned by the Employee Stock Ownership Plan is included in the weighted average number of common and common share equivalents outstanding for earnings per share calculations. Stock options are considered common share equivalents for this calculation. (k) Income Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is allocated to each entity of the Company based upon analyses of the tax consequences of each company on a stand alone basis . (l) Statements of Cash Flows For purposes of the statements of cash flows, cash, non-interest bearing deposits in other banks and federal funds sold, which generally have maturities of one day, are considered to be cash equivalents. (m) Stock Based Compensation Prior to January 1, 1996, the Company accounted for its stock option plan in accordance with the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees, and related interpretations. As such, compensation expense would be recorded on the date of grant only if the current market price of the underlying stock exceeded the exercise price. On January 1, 1996, the Company adopted Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS No. 123), which permits entities to recognize as expense over the vesting period the fair value of all stock-based awards on the date of grant. Alternatively, SFAS No. 123 also allows entities to continue to apply the provisions of APB No. 25 and provide pro forma net income and pro forma earnings per share disclosures for employee stock option grants made in 1995 and future years as if the fair-value-based method defined in SFAS No. 123 had been applied. The Company has elected to continue to apply the provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions of SFAS No. 123. 20 (n) Impairment of Long-Lived Assets and Long-Lived Assets to Be Disposed Of The Bank adopted the provisions of SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, on January 1, 1996. This Statement requires that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such asets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceed the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Adoption of SFAS No. 121 did not have a material impact on the Bank's financial position, results of operations, or liquidity. (2) Restricted Cash Balances The Bank is required to maintain certain daily reserve balances in accordance with Federal Reserve Board requirements. Aggregate reserves of approximately $881,000 and $788,000 were maintained to satisfy these requirements at December 31, 1996 and 1995, respectively. (3) Investment Securities Investment securities at December 31, 1996 and 1995 consisted of the following:
December 31, 1996 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- HELD TO MATURITY Municipal Securities ....... $ 1,789,000 99,000 -- 1,888,000 ---------- ------- ------ ---------- AVAILABLE FOR SALE U.S. Treasury securities ... $ 4,572,000 10,000 -- 4,582,000 U.S. Agency securities ..... 18,081,000 47,000 32,000 18,096,000 Municipal securities ....... 2,802,000 181,000 -- 2,983,000 Collateralized mortgage obligations ........... 1,239,000 6,000 21,000 1,224,000 Debt securities ............ 1,649,000 33,000 8,000 1,674,000 Money market mutual fund ... 6,482,000 -- -- 6,482,000 Investment in Federal Agency Stock .................. 83,000 -- -- 83,000 ---------- ------- ------ ---------- 34,908,000 277,000 61,000 35,124,000 ---------- ------- ------ ---------- Total ...................... $36,697,000 376,000 61,000 37,012,000 =========== ======= ====== ==========
December 31, 1995 Gross Gross Estimated Amortized Unrealized Unrealized Market Cost Gains Losses Value ---- ----- ------ ----- HELD TO MATURITY Municipal Securities .............. $ 2,036,000 134,000 -- 2,170,000 ----------- ------- ------ ---------- AVAILABLE FOR SALE U.S. Treasury securities .......... $ 1,599,000 17,000 -- 1,616,000 U.S. Agency securities ............ 16,368,000 62,000 40,000 16,390,000 Municipal securities .............. 3,560,000 243,000 -- 3,803,000 Collateralized mortgage obligations 2,303,000 32,000 35,000 2,300,000 Debt securities ................... 2,029,000 49,000 1,000 2,077,000 Money market mutual fund .......... 8,640,000 -- -- 8,640,000 Investment in Federal Agency Stock 83,000 -- -- 83,000 ----------- ------- ------ ---------- 34,582,000 403,000 76,000 34,909,000 ----------- ------- ------ ---------- Total ............................. $36,618,000 537,000 76,000 37,079,000 ----------- ------- ------ ----------
Investment securities totaling $351,000 and $355,000 were pledged as collateral to secure treasury, tax and loan accounts with the Federal Reserve at December 31, 1996 and 1995, respectively. Gross realized losses on the sale of available-for-sale investment securities were $1,000 in 1994. There were no realized loses or gains on the sale of available-for-sale investment securities in 1996 or 1995. Federal Agency stock dividends paid to the Company were $16,000, $16,000, and $7,000 in 1996, 1995 and 1994, respectively. The amortized cost and estimated fair value of debt securities at December 31, 1996, by contractual maturity, or expected maturity where applicable, are shown below. Expected maturities will differ from contractual maturities because certain securities provide the issuer with the right to call or prepay obligations with or without call or prepayment penalties.
December 31, 1996 Amortized Market Cost Value ---- ----- HELD TO MATURITY Due in one year or less ............. $ 70,000 72,000 Due after one year through five years 1,719,000 1,816,000 Due after five years through 10 years -- -- Due after 10 years .................. -- -- ------------ ---------- $1,789,000 1,888,000 AVAILABLE FOR SALE Due in one year or less ............. $ 4,830,000 4,831,000 Due after one year through five years 15,014,000 15,170,000 Due after five years through 10 years 5,620,000 5,667,000 Due after 10 years .................. 2,879,000 2,891,000 ------------ ---------- 28,343,000 28,559,000 ------------ ---------- $ 30,132,000 30,447,000 ============ ==========
21 (4) Loans The Bank grants commercial, installment, real estate construction and other real estate loans to customers primarily in the greater Lodi area. Generally, the loans are secured by real estate or other assets. Although the Bank has a diversified loan portfolio, a significant portion of its debtors' ability to honor their contract is dependent upon the condition of the local real estate market. Outstanding loans consisted of the following at December 31:
1996 1995 ---- ---- Commercial .............................. $ 42,215,000 41,538,000 Real estate construction ................ 5,802,000 3,529,000 Other real estate ....................... 3,107,000 4,020,000 Installment and other ................... 3,155,000 2,757,000 ---------- ---------- 54,279,000 51,844,000 Deferred loan fees and loan sale premiums (400,000) (361,000) Allowance for loan losses ............... (1,207,000) (959,000) ---------- ---------- $ 52,672,000 50,524,000 ============ ==========
Included in total loans are loans held for sale of approximately $489,000 and $323,000 for 1996 and 1995, respectively. SBA and mortgage loans serviced by the Bank totaled $41,319,000, $35,505,000 and $31,598,000 in 1996, 1995, and 1994, respectively. Changes in the allowance for loan losses were as follows: 1996 1995 1994 ---- ---- ---- Balance, beginning of year .... $ 959,000 1,127,000 924,000 Loans charged off ............. (334,000) (482,000) (175,000) Recoveries .................... 272,000 199,000 55,000 Provision charged to operations 310,000 115,000 323,000 ----------- ------- --------- Balance, end of year .......... $ 1,207,000 959,000 1,127,000 =========== ======= ========= Nonaccrual loans totaled approximately $898,000 and $987,000 at December 31, 1996, and 1995, respectively. Interest income which would have been recorded on such loans was approximately $149,000, $161,000 and $74,000, in 1996, 1995, and 1994, respectively. Impaired loans are loans for which it is probable that the Bank will not be able to collect all amounts due. At December 31, 1996 and 1995, the Bank had outstanding balances of $1,463,000 and $770,000 in impaired loans which had valuation allowances of $371,000 in 1996 and $140,000 in 1995. The average outstanding balances of impaired loans for the years ended December 31, 1996 and 1995 were $1,116,000 and $682,000 respectively, on which $45,000 and $22,000, respectively, was recognized as interest income. (5) Premises and Equipment Premises and equipment consisted of the following at December 31: 1996 1995 ---- ---- Land ............................ $ 694,000 694,000 Building ........................ 5,438,000 5,438,000 Leasehold improvements .......... 1,243,000 1,234,000 Furniture and equipment ......... 1,979,000 1,582,000 ----------- --------- 9,354,000 8,948,000 ----------- --------- Less accumulated depreciation and amortization ............... (2,631,000) (2,499,000) ---------- --------- $ 6,723,000 6,449,000 =========== ========= The Company leases a portion of its buildings to unrelated parties under operating leases which expire in various years. The minimum future rentals to be received on noncancelable leases as of December 31, 1996, for each of the next five years and in the aggregate are: Year Ending December 31, -------------------------------------------- 1997 $ 38,000 1998 32,000 1999 32,000 2000 32,000 2001 31,000 -------------------------------------------- Total minimum future rentals $165,000 -------------------------------------------- (6) Other Real Estate Owned Other real estate owned is included in other assets and was $400,000 and $357,000 at December 31, 1996 and 1995, respectively. During 1996, 1995, and 1994, real estate of $297,000, $254,000 and $176,000, respectively, was acquired through foreclosure as settlement for loans. These amounts represent noncash transactions, and accordingly, have been excluded from the Consolidated Statements of Cash Flows. The noncash portion of the proceeds from the sale of other real estate totaled $0, $0 and $268,000 in 1996, 1995 and 1994, respectively, and has been excluded from the Consolidated Statements of Cash Flows. (7) Deposits The following is a summary of deposits at December 31: 1995 1995 ---- ---- Demand ................... $ 9,066,000 7,863,000 NOW and Super NOW Accounts 20,553,000 18,910,000 Money Market ............. 13,042,000 13,047,000 Savings .................. 15,972,000 15,880,000 Time, $100,000 and over .. 11,111,000 12,126,000 Other Time ............... 22,463,000 21,390,000 ----------- ---------- $92,207,000 89,216,000 =========== ========== Interest paid on time deposits in denominations of $100,000 or more was approximately $607,000, $561,000 and $395,000 in 1996, 1995 and 1994, respectively. At December 31, 1996, the aggregate maturities for time deposits is as follows: 22 Year Ending December 31, ------------------------------------------------------------- 1997 $ 27,397,000 1998 5,064,000 1999 741,000 2000 117,000 2001 246,000 Thereafter 9,000 ------------------------------------------------------------- Total $33,574,000 ------------------------------------------------------------- (8) Note Payable During 1991, the Company secured financing of $2,700,000. The balance of the note was $2,585,000 as of December 31, 1995 and was secured by the Company's building and premises. The note was completely paid off as of November 14, 1996. (9) Operating Leases The Bank has noncancelable operating leases with unrelated parties for office space. The lease payments for future years are as follows: Year Ending December 31, Lease Payments ------------------------------------------------------------- 1997 $12,000 1998 $12,000 1999 $12,000 2000 $12,000 2001 $12,000 ------------------------------------------------------------- $60,000 ------------------------------------------------------------- Total rental expense for operating leases was approximately $35,000, $67,000 and $66,000 in 1996, 1995 and 1994, respectively. (10) Financial Instruments with Off-Balance Sheet Risk In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. At December 31, financial instruments whose contract amounts represent credit risk are as follows: 1996 1995 ---- ---- Commitments to extend credit $11,784,000 9,789,000 ----------- --------- Standby letters of credit .. $ 50,000 153,000 ----------- --------- Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates, other termination clauses and may require payment of a fee. Many of the commitments are expected to expire without being drawn upon and accordingly, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. Upon extension of credit, the amount of collateral obtained, if any, is based on management's credit evaluation of the counter-party. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing or other real estate. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral obtained, if any, is varied. (11) Other Noninterest Expense Other noninterest expense for the years 1996, 1995 and 1994 included the following significant items: 1996 1995 1994 ---- ---- ---- Management transition expenses ................. $ -- 18,000 433,000 Directors' fees ............... $124,000 109,000 84,000 Provision for other real estate owned losses ............. $ 35,000 60,000 115,000 Legal fees .................... $207,000 142,000 90,000 Ancillary Data Processing expense .................. $105,000 -- -- (12) Income Taxes The provision for income taxes for the years 1996, 1995 and 1994 consisted of the following: 1996 Federal State Total - ---- ------- ----- ----- Current ................. $ 212,000 140,000 352,000 Deferred ................ (66,000) (32,000) (98,000) --------- ------- ------- Income tax expense . $ 146,000 108,000 254,000 1995 - ---- Current ................. $ 143,000 68,000 211,000 Deferred ................ 118,000 70,000 188,000 --------- ------- ------- Income tax expense . $ 261,000 138,000 399,000 1994 - ---- Current ................. $ 160,000 86,000 246,000 Deferred ................ (220,000) (79,000) (299,000) --------- ------- ------- Income tax (benefit) expense ........ $ (60,000) 7,000 (53,000) --------- ------- ------- Income taxes payable of approximately $134,000 and $25,000 are included in other liabilities at December 31, 1996 and 1995, respectively. Net deferred tax assets of approximately $470,000 and $324,000 are included in other assets at December 31, 1996 and 1995. The provision for income taxes differs from amounts computed by applying the statutory Federal income tax rate to operating income before income taxes. The reasons for these differences are as follows: 23
1996 1995 1994 ---- ---- ---- Amount Rate Amount Rate Amount Rate ------ ---- ------ ---- ------ ---- Federal income tax expense, at statutory income tax rates ............... $ 304,000 34% 422,000 34% 97,000 34% State franchise tax expense, net of federal income tax benefits ..... 63,000 7 87,000 7 20,000 7 Tax-free municipal interest income .................. (97,000) (11) (110,000) (9) (118,000) (41) Tax-free loan interest income -- -- -- -- (11,000) (4) Change in the beginning of the year deferred tax asset valuation allowance ............... -- -- -- -- (17,000) (6) Other ........................ (16,000) (2) -- -- (24,000) (9) ------- -- ------- -- $ 254,000 28% 399,000 32% (53,000) (19%) ========= == ======= == ======= ===
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1996 and in 1995 are presented below. 1996 1995 ---- ---- Deferred tax assets: Allowance for loan losses ............... $ 387,000 271,000 Reserve for losses on other real estate owned ....................... 65,000 77,000 Deferred loan income .................... 112,000 114,000 Deferred compensation ................... 64,000 76,000 Alternative minimum tax credit carryforwards ............... 159,000 160,000 Settlement accruals ..................... 12,000 20,000 Other ................................... 59,000 44,000 -------- -------- Total gross deferred tax assets .... 858,000 762,000 Less valuation allowance ........... (133,000) (133,000) -------- -------- Deferred tax assets, net of allowance ................... 725,000 629,000 Deferred tax liabilities: Accumulated depreciation ................ (46,000) (44,000) Deferred loan origination costs ......... (61,000) (78,000) Unrealized gain on available-for-sale securities, net . (88,000) (136,000) Other ................................... (60,000) (47,000) Total gross deferred tax liabilities (255,000) (305,000) -------- -------- Net deferred tax asset ............. $ 470,000 324,000 ========= ======= There was no change in the valuation allowance for deferred tax assets for the years ended December 31, 1996 and 1995. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 1996 and 1995. At December 31, 1996, the Company has alternative minimum tax credit carryforwards of approximately $159,000 which are available to reduce future federal regular income taxes, if any, over an indefinite period. (13) Stockholders' Equity (a) Stock Options In December 1982, the Board of Directors adopted the First Financial Bancorp 1982 Stock Incentive Plan. A total of 250,000 shares of the Company's common stock were reserved for issuance under the Plan. Options were granted at an exercise price not less than the fair market value of the stock at the date of grant and became exercisable over varying periods of time and expired 10 years from such date. In February 1991, the Board of Directors adopted the First Financial Bancorp 1991 Employee Stock Option Plan and Director Stock Option Plan. The maximum number of shares issuable under the Employee Stock Option Plan is 178,500. The maximum number of shares issuable under the Director Stock Option Plan was 55,000. Options are granted at an exercise price of at least 100% and 85% of the fair market value of the stock on the date of grant for the Employee Stock Option Plan and the Director Stock Option Plan respectively. The 1991 Plans replaced the 1982 Plan; however, this does not adversely affect any stock options outstanding under the 1982 Plan. In May, 1995, the 1991 Director Stock Option Plan was amended to grant in 1995 options that were otherwise grantable in subsequent years. Transactions during 1996, 1995 and 1994 related to the stock option plan were as follows: 24
Shares Options Outstanding Available Exercise Price For Grant Shares Per Share --------- ------ --------- Balance, December 31, 1993 172,075 67,638 $ 6.80 - 10.43 Options granted ..... (139,725) 139,725 $ 5.74 - 6.75 Options exercised ... -- (525) $ 6.80 Options surrendered . 50,000 (50,000) $ 7.50 ------- -------- Balance, December 31, 1994 82,350 156,838 $ 5.74 - 10.43 Options granted ..... (55,350) 55,350 $ 5.78 - 6.80 Options exercised ... -- (700) $ 5.74 - 6.50 Options expired ..... -- (1,764) $10.43 ------- -------- Balance, December 31, 1995 27,000 209,724 $ 5.74 - 10.43 Options exercised ... -- (3,675) $ 5.78 - 8.57 Options expired ..... 8,150 (10,374) $ 5.74 - 10.43 ------- -------- Balance, December 31, 1996 35,150 195,675 $ 5.74 - 8.57 ======= =======
At December 31, 1996, options for 107,875 shares were exercisable at prices varying from $5.74 to $8.57 per share. Options exercised during 1996 included options exercised in a cashless manner whereby no cash is paid by the optionee, and the actual shares issued are determined by dividing the difference between the options gross market value and option price by the market value per share of the stock on the date of exercise. The effect of cashless exercises was to reduce the shares otherwise issuable under those options by 1,721 shares. There were no stock options granted during 1996. The per share weighted-average fair value of stock options granted during 1995 was $1.96 on the date of grant using the Black Scholes option-pricing model with the following weighted-average assumptions: expected dividend yield 2.22%; risk-free interest rate of 6%; and an expected life of 10 years. The Company applies APB Opinion No. 25 i,n accounting for its plan and, accordingly, no compensation cost has been recognized for its stock options in the accompanying consolidated financial statements. Had the Company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, the Company's net income would have been reduced to the pro forma amounts indicated below for the period ended December 31: 1996 1995 ---- ---- Net Income As reported $ 640,000 $ 843,000 Pro forma $ 630,000 $ 833,000 Net income per share As reported $ .47 $ .64 Pro forma $ .46 $ .63 Pro forma net income reflects only options granted in 1995. Therefore, the full impact of calculating compensation cost for stock options under SFAS No. 123 is not reflected in the pro forma net income amounts presented above because compensation cost is reflected over the options' vesting period of ten years and compensation cost for options granted prior to January 1, 1995 is not considered. (b) Employee Stock Ownership Plan Effective January 1, 1992, the Bank established the Bank of Lodi Employee Stock Ownership Plan. The plan covers all employees, age 21 or older, beginning with the first plan year in which the employee completes at least 1,000 hours of service. The Bank's annual contributions to the plan are made in cash and are at the discretion of the Board of Directors based upon a review of the Bank's profitability. Contributions for 1996, 1995, and 1994 totaled approximately $37,000, $56,000, and $25,000, respectively. In addition, the plan borrowed $94,000 from a bank on November 14, 1996 to puchase additional Company stock. The loan is secured by Company stock owned by the Plan. As of December 31, 1996, the plan owned 32,502 shares of Company Common Stock. Contributions to the plan are invested primarily in the Common Stock of First Financial Bancorp and are allocated to participants on the basis of salary in the year of allocation. Benefits become 20% vested after the third year of credited service, with an additional 20% vesting each year thereafter until 100% vested after seven years. (c) Dividends and Dividend Restrictions On January 23, 1997, the Board of Directors declared a cash dividend of five cents per share payable on February 28, 1997, to shareholders of record on February 14, 1997. The Company's principal source of funds for dividend payments is dividends received from its subsidiary Bank. Under applicable Federal laws, permission to pay a dividend must be granted to a Bank by the Comptroller of the Currency if the total dividend payment of any national banking association in any calendar year exceeds the net profits of that year, as defined, combined with net profits for the two preceding years. At December 31, 1996, there were Bank retained earnings of $2,154,000 free of this condition. (d) Weighted Average Shares Outstanding Weighted-average shares used in the computation of earnings per share were 1,362,473; 1,321,764; and 1,306,514 for 1996, 1995 and 1994, respectively. (14) Related Party Transactions During the normal course of business, the Bank enters into transactions with related parties, including directors, officers, and affiliates. These transactions include borrowings from the Bank with substantially the same terms, including rates and collateral, as loans to unrelated parties. At December 31, 1996 and 1995, respectively, such borrowings totaled $1,176,000 and $1,803,000. Deposits of related parties held by the Bank totaled $951,000 and $1,800,000 at December 31, 1996 and 1995, respectively. The following is an analysis of activity with respect to the aggregate dollar amount of loans made by the Bank to directors, officers and affiliates for the years ended December 31: 1996 1995 ---- ---- Balance, beginning of year $ 1,803,000 2,536,000 Loans funded ............. 738,000 1,290,000 Principal repayments ..... (1,365,000) (2,023,000) ---------- ---------- Balance, end of year ..... $ 1,176,000 1,803,000 =========== ========= 25 (15) Parent Company Financial Information This information should be read in conjunction with the other notes to the consolidated financial statements. The following presents summary balance sheets as of December 31, 1996 and 1995, and statements of income, and cash flows information for the years ended December 31, 1996, 1995, and 1994.
Balance Sheets: Assets 1996 1995 - ------ ---- ---- Cash in bank ............................ $ 29,000 45,000 Investment securities available-for-sale, at fair value ...................... 80,000 382,000 Premises and equipment, net ............. 68,000 4,418,000 Investment in wholly-owned subsidiary ... 11,683,000 9,238,000 Other assets ............................ 56,000 66,000 ------------ ---------- $ 11,916,000 14,149,000 ------------ ---------- Liabilities and Stockholders' Equity Note payable ............................ $ -- 2,585,000 Accounts payable and other liabilities .. 27,000 -- ------------ ---------- Total liabilities .................. 27,000 2,585,000 Common stock ............................ 7,324,000 7,314,000 Retained earnings ....................... 4,438,000 4,059,000 Unrealized holding gain (loss) on available-for-sale securities, net . 127,000 191,000 ------------ ---------- Total stockholders' equity ......... 11,889,000 11,564,000 ------------ ---------- $ 11,916,000 14,149,000 ============ ==========
Income Statements: 1996 1995 1994 - ------------------ ---- ---- ---- Interest from subsidiary ................ $ -- -- 6,000 Rent from subsidiary .................... 356,000 456,000 445,000 Interest from unrelated parties ......... 9,000 23,000 18,000 Other expenses .......................... (626,000) (610,000) (586,000) Equity in undistributed income of subsidiary ...................... 832,000 935,000 385,000 Income tax benefit ...................... 69,000 39,000 70,000 ------------ ------- ------- Net income ......................... $ 640,000 843,000 338,000 ============ ======= ======= Cash Flow Statements: 1996 1995 1994 - --------------------- ---- ---- ---- Net Income .............................. $ 640,000 843,000 338,000 Adjustments to reconcile net income to net cash flows (used by) provided by operating activities: Depreciation and amortization ...... 125,000 142,000 142,000 Provision for deferred taxes ....... 7,000 4,000 (7,000) Increase (decrease) in other liabilities .................... 27,000 (41,000) (90,000) Decrease in other assets ........... 3,000 7,000 34,000 Increase in equity of subsidiary ..................... (832,000) (935,000) (385,000) ------------ ------- ------- Net cash (used by) provided by operating activities ............... (30,000) 20,000 32,000 Proceeds from sale of available-for-sale securities ...... 302,000 127,000 -- Purchase of available-for-sale securities ...... -- -- (509,000) Capital expenditures .................... (4,000) -- -- Decrease in loans ....................... -- -- 220,000 ------------ ------- ------- Net cash provided by (used by) investing activities ............... 298,000 127,000 (289,000) Payments on notes payable ............... (33,000) (33,000) (30,000) Proceeds received upon exercise of stock options .......... 10,000 4,000 4,000 Dividends paid .......................... (261,000) (196,000) -- ------------ ------- ------- Net cash used by financing activities ......................... (284,000) (225,000) (26,000) Net (decrease) increase in cash ......... (16,000) (78,000) (283,000) Cash at beginning of year ............... 45,000 123,000 406,000 ------------ ------- ------- Cash at end of year ..................... $ 29,000 45,000 123,000 ============ ====== =======
(16) Lines of Credit The Company has two lines of credit with correspondent banks totaling $5,000,000. As of December 31, 1996 and 1995, no amounts were outstanding under these lines of credit. (17) Regulatory Matters The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate mandatory and possibly additional discretionary actions by regulators, that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve, quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. 26 Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and rations (set forth in the table below). First, a bank must meet a minimum Tier I (as defined in the regulations) Capital ratio ranging from 3% to 5% based upon the bank's CAMEL (capital adequacy, asset quality, management, earnings, and liquidity) rating. Second, a bank must meet minimum Total Risk-Based Capital to risk-weighted assets ratio of 8%. Risk-based capital and asset guidelines vary from Tier I capital guidelines by redefining the components of capital, categorizing assets into different classes, and including certain off-balance sheet items in the calculation of the capital ratio. The effect of the risk- based capital guidelines is that banks with high exposure will be required to raise additional capital while institutions with low risk exposure could, with the concurrence of regulatory authorities, be permitted to operate with lower capital ratios. In addition, a bank must meet minimum Tier I Capital to average assets ratio. Management believes, as of December 31, 1996, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 1996, the most recent notification, the Federal Deposit Insurance Corporation (FDIC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as adequately capitalized the Bank must meet the minimum ratios as set forth below. There are no conditions or events since that notification that management believes have changed the institution's category. The Bank's actual capital amounts and ratios as of December 31, 1996 are as follows:
To Be Well Capitalized Under For Capital Prompt Corrective Actual Adequacy Purposes: Action Provisions: Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total Risk-Based Capital (to Risk Weighted Assets) $12,207,000 16.98% $*5,750,000 *8.0% $*7,188,000 *10.0% Tier 1Capital (to Risk Weighted Assets) ......... $11,308,000 15.73% $*2,875,000 *4.0% $*4,313,000 * 6.0% Tier 1Capital (to Average Assets) . $11,308,000 10.84% $*4,174,000 *4.0% $*5,128,000 * 5.0% * greater than or equal to
(18) Fair Values of Financial Instruments The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and federal funds sold are a reasonable estimate of fair value. Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. (See note 3). Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (e.g., commercial real estate, mortgage loans, commercial and construction loans, and installment loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Commitments to extend credit and standby letters of credit: The majority of commitments to extend credit and standby letters of credit contain variable rates of interest and credit deterioration clauses, and therefore, the carrying value of these credit commitments approximates fair value. Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities on time deposits. Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax assets, premises, and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates. The estimated fair values of the Bank's financial instruments are approximately as follows:
1996 Carrying Fair Amount Value ------ ----- Financial assets: Cash and federal funds sold $ 5,848,000 5,848,000 Investment securities ..... $ 36,913,000 37,012,000 Loans: Gross Loans ............... $ 54,279,000 53,920,000 Less: Allowance for loan losses ... (1,207,000) (1,207,000) Deferred loan fees and loan sale premiums ............. (400,000) (400,000) Net loans ................. $ 52,672,000 52,313,000 ------------ ----------
27 1996 Carrying Fair Amount Value ------ ----- Financial liabilities: Deposits: Demand ................... $ 9,066,000 9,066,000 Now and Super Now accounts 20,553,000 20,553,000 Money Market ............. 13,042,000 13,042,000 Savings .................. 15,972,000 15,972,000 Time ..................... 33,574,000 33,702,000 ---------- ---------- Total deposits ........... $92,207,000 92,335,000 Contract Carrying Fair Amount Amount Value ------ ------ ----- Unrecognized financial instruments: Commitments to extend credit ........................... $11,784,000 -- 118,000 Standby letters of credit .......... 50,000 -- 1,000 The estimated fair values of the Bank's financial instruments are approximately as follows: 1995 Carrying Fair Amount Value ------ ----- Financial assets: Cash and federal funds sold ..... $ 7,788,000 7,788,000 Investment securities ........... $ 36,945,000 37,079,000 Loans: Gross Loans ..................... $ 51,844,000 51,542,000 Less: Allowance for loan losses .......... (959,000) (959,000) Deferred loan fees and loan sale premiums .................. (361,000) (361,000) Net loans ....................... $ 50,524,000 50,222,000 Financial liabilities: Deposits: Demand ...................... $ 7,863,000 7,863,000 Now and Super Now accounts .. 18,910,000 18,910,000 Money Market ................ 13,047,000 13,047,000 Savings ..................... 15,880,000 15,880,000 Time ........................ 33,516,000 33,620,000 ---------- ---------- Total deposits .............. $ 89,216,000 89,320,000 Note payable ................ 2,585,000 2,585,000 Contract Carrying Fair Amount Amount Value ------ ------ ----- Unrecognized financial instruments: Commitments to extend credit .......................... $9,789,000 -- 98,000 Standby letters of credit.......... 153,000 -- 2,000 (19) Legal Proceedings The bank is involved in various legal actions arising in the ordinary course of business. In the opinion of management, after consulting with legal counsel, the ultimate disposition of these matters will not have a material effect on the Bank's financial condition, results of operations, or liquidity. (20) Derivative Financial Instruments In October, 1994, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments (SFAS No. 119), effective for financial statements issued for fiscal years ending after December 15, 1994. This statement requires certain disclosures for off-balance sheet derivative financial instruments. As of December 31, 1996 and 1995, the Company has no off- balance sheet derivatives requiring additional disclosure under the provisions of SFAS No. 119. The Company held $1,224,000 and $2,303,000 in collateralized mortgage obligations and $2,100,000 and $3,568,000 in structured notes as of December 31, 1996 and 1995, respectively, which are considered derivative financial instruments under the provisions of SFAS No. 119. These investments are held in the available-for-sale portfolio. (21) Subsequent Event On October 15, 1996, the Bank entered into an agreement with Wells Fargo Bank for the cash purchase of three branches from Wells Fargo and the assumption of each branches' deposit liabilities. The branches, located in Galt, Plymouth and San Andreas, California, have aggregate deposits of approximately $34,000,000. The transaction closed on February 21, 1997. The purchase price was approximately $2,340,000. The transaction will be accounted for using the purchase method of accounting. Prepaid acquisition costs of approximately $450,000 are included in other assets at December 31, 1996. (22) Prospective Accounting Pronouncement In June 1996, the Financial Accounting Standards Board issued SFAS No. 125, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 125 is effective for transfers and servicing of financial assets and extinguishments of liabilities occurring after December 31, 1996 and is to be applied prospectively. This Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities based on consistent application of a financial-components approach that focuses on control. It distinguishes transfers of financial assets that are sales from transfers that are secured borrowings. Management of the Company does not expect that adoption of SFAS No. 125 will have a material impact on the Company's financial position, results of operations, or liquidity. 28 EX-23 3 CONSENT OF EXPERTS EXHIBIT 23 The Board of Directors First Financial Bancorp: We consent to incorporation by reference in the registration statement dated April 23, 1991 on Form S-8 of First Financial Bancorp of our report dated February 21, 1997, relating to the consolidated balance sheets of First Financial Bancorp and subsidiary as of December 31, 1996 and 1995 and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1996, which report appears in the December 31, 1996 annual report on Form 10-K of First Financial Bancorp. /s/ KPMG Peat Marwick LLP Sacramento, California March 26, 1997 EX-27 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DEC. 31, 1996 ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. YEAR DEC-31-1996 JAN-01-1996 DEC-31-1996 4,748,000 0 1,100,000 0 35,124,000 1,789,000 1,888,000 53,879,000 1,207,000 104,913,000 92,207,000 0 817,000 0 0 0 7,324,000 4,565,000 104,913,000 5,613,000 2,233,000 199,000 8,045,000 2,992,000 262,000 4,791,000 310,000 0 4,676,000 894,000 894,000 0 0 640,000 .47 .47 5.15 898,000 52,000 1,463,000 0 959,000 334,000 272,000 1,207,000 1,207,000 0 671,000
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