8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report:  January 25, 2006

(Date of earliest event reported)

First Regional Bancorp

(Exact name of registrant as specified in its charter)

California	000-10232	95-3582843
(State of	(Commission File Number)	(IRS Employer
incorporation)	Identification No.)

1801 Century Park East, Suite 800

Los Angeles, California  90067

(Address of principal executive offices, including zip code)

(310) 552-1776

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02  Results of Operations and Financial Condition.

(a)           First Regional Bancorp issued a press release on January 25, 2006 announcing its financial results for the quarter and year ended December 31, 2005.  The press release is furnished as Exhibit 99 and is hereby incorporated by reference in its entirety.

Item 7.01 Regulation FD Disclosure.

During the quarter ended December 31, 2005, the issuer’s subsidiary, First Regional Bank, recorded a charge of $283,000, which charge is reflected in “Other operating expenses” in the Consolidated Statements of Operations (Unaudited) for the three months and twelve months ended December 31, 2005.  The charge was recorded to add to a special reserve which the Bank previously established in connection with the termination of certain business operations of the Bank’s Merchant Services division.  The $283,000 provision brings the balance of the special reserve to $1,033,000, up from the prior balance as of September 30, 2005 of $750,000.

The $1,033,000 reserve represents approximately 65% of an amount, approximately $1.59 million, that the Bank has been carrying as a receivable due from an outside service provider.  While the Bank believes that it is entitled to the entire approximately $1.59 million, the Bank established the reserve due to the uncertain and protracted timing of collection.

The Bank continues to pursue its collection efforts and will continue to monitor the status of the reserve based upon the success of such collection efforts.  From time to time, depending on the results of such collection efforts, the Bank expects that it will evaluate whether the size of the reserve should be increased, reduced or eliminated.  Any such adjustment will either result in a charge to earnings or a recovery.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits.

99Press Release of First Regional Bancorp, dated January 25, 2006

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  January 25, 2006
	FIRST REGIONAL BANCORP
	By:	/s/ Thomas E. McCullough
		Thomas E. McCullough
		Corporate Secretary

3

Exhibit Index
99	Press Release of First Regional Bancorp, dated January 25, 2006

4

EX-99

Exhibit 99

News Release

First Regional	1801 Century Park East	Jack A. Sweeney
Bancorp	Century City, California 90067	Board Chairman
	Telephone (310) 552-1776	Chief Executive Officer
	Facsimile (310) 552-1772

IMMEDIATE RELEASE

FIRST REGIONAL BANCORP’S NET INCOME INCREASES 139% IN 2005

AS COMPANY REGISTERS HIGHEST-EVER QUARTERLY RESULTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2005

Financial Highlights Include:

•Fourth quarter net income highest in company’s 26-year history

•139% year-to-year increase in net income

•Total assets rise 39% to new record level

•Total deposits climb 42% and net loans rose 48%, setting new highs

•Equity capital posts 37% growth

CENTURY CITY, CALIFORNIA, JANUARY 25, 2006—First Regional Bancorp (Nasdaq: FRGB) today reported that fourth quarter net income advanced 84% as the company again set a new quarterly earnings record, surpassing the previous mark set in the immediately preceding third quarter.  Net income for the full year climbed 139% to a new all-time high and marked the sixth consecutive year of record earnings.

For the fourth quarter ended December 31, 2005, net income totaled $7.9 million, or $1.83 per diluted share, an 84% increase from earnings of $4.3 million (equal to $1.06 per diluted share) a year ago.  For the full year of 2005, net income rose to a record $26.5 million, equal to $6.18 per diluted share, from $11.1 million, or $2.84 per diluted share, in 2004.

Jack A. Sweeney, chairman and chief executive officer, commented:  “It is gratifying to see our hard work reflected in First Regional’s outstanding results for 2005.  The year’s results were exceptional, with profits, assets and other key financial measures all setting new highs.  Our 2005 results will serve as a solid foundation to continue building First Regional.”

He noted:  “First Regional added more than $507 million in new assets during the year, reaching $1.8 billion, a 39% increase from $1.3 billion last year.  Deposits grew by $420 million, a 42% rise, to $1.4 billion from $1.0 billion at December 31, 2004.  The bank also recorded substantial growth in net loans, which increased by $544 million, advancing 48% to $1.7 billion from $1.1 billion a year ago.”

Mr. Sweeney continued:  “Our successful performance was a direct result of our continued adherence to our long-standing strategic focus of meeting the financial services needs of businesses and professionals.  We also benefited from continued strong performance in the Southern California business and real estate sectors, plus actions by the Federal Reserve to raise interest rates and thus increase our net interest margins during the year.

“First Regional has built a successful network, with nine regional offices located in important business centers throughout southern California, along with the complementary activities of our Trust and Investment

(over)

1

Division and our Trust Administrative Services and First Regional Merchant Services business units. Our expanding team of skilled bankers continues to forge important relationships with customers in the real estate, professional services, manufacturing, and wholesale sectors.  Our clients value the quality of our personalized, professional services.  Also of prime importance, we remain focused on further expanding our financial strength and flexibility.  First Regional’s equity capital was $106.0 million at year-end, a 37% increase from $77.4 million twelve months earlier.”

Mr. Sweeney concluded:  “While we are enthusiastic about First Regional Bancorp’s prospects, we must note that factors such as a decline in business activity in our key markets could have an adverse impact on our future results.  Our management team is prepared to react swiftly to such possibilities consistent with our conservative, risk-averse philosophy.

“Despite these caveats, we have the people, financial strength, and infrastructure in place to successfully execute our strategy. For the longer-term, we continue to strive for further increases in shareholder value through carefully controlled growth and the maintenance of high asset quality.”

First Regional Bancorp is a bank holding company headquartered in Century City, California.  Its subsidiary, First Regional Bank, specializes in providing businesses and professionals with the management expertise of a major bank and the personalized service of an independent.

# # #

2

CONSOLIDATED STATEMENTS OF CONDITION (UNAUDITED)

	(000’s omitted)
As of December 31	2005			2004
ASSETS:
Cash and due from banks	$	67,964		$	51,480
Investment securities	7,507			6,670
Funds sold	0			68,025
Federal Home Loan Bank Stock	9,870			8,304
Federally guaranteed loans	7,369			6,001
Other loans, net	1,680,988			1,138,228
Premises and equipment	3,581			3,091
Other real estate owned	0			0
Other assets	35,654			24,319
Total assets	$	1,812,933		$	1,306,118
LIABILITIES AND CAPITAL:
Demand deposits	$	446,098		$	361,873
Savings deposits	55,394			38,914
Money market deposits	735,237			437,761
Time deposits	183,492			161,504
Total deposits	1,420,221			1,000,052
Funds purchased	0			0
Federal Home Loan Bank advances	210,000			176,687
Subordinated debentures	61,857			41,238
Other liabilities	14,821			10,695
Total liabilities	1,706,899			1,228,672
Stated capital	49,527			47,437
Retained earnings	56,534			30,009
Net unrealized gains (losses)
on available-for-sale securities	(27		)	0
Total capital	106,034			77,446
Total liabilities and capital	$	1,812,933		$	1,306,118
Book value per share outstanding	$	26.27		$	19.40
Total shares outstanding	4,036,775			3,992,381

3

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)				(000’s omitted)
	Three Months Ended				Twelve Months Ended
	December 31				December 31
	2005		2004		2005		2004
Interest and fees on loans	$	32,581	$	18,246	$	105,747	$	55,277
Interest on funds sold	26		36		174		146
Interest on securities	51		26		265		77
Revenue from earning assets	32,658		18,308		106,186		55,500
Interest on deposits	6,437		1,857		16,224		5,553
Interest on subordinated debentures	967		507		2,726		1,813
Interest on FHLB advances	992		469		3,785		833
Interest on funds purchased	0		0		4		2
Cost of funds	8,396		2,833		22,739		8,201
	24,262		15,475		83,447		47,299
Provision for loan losses	1,490		2,000		5,695		4,902
Net revenue from earning assets	22,772		13,475		77,752		42,397
Other revenue	1,678		1,404		6,424		5,289
Salaries and related benefits	7,099		4,745		24,426		18,438
Occupancy expense	612		486		2,603		1,766
Equipment expense	272		224		1,060		857
Promotion expense	105		79		479		331
Professional service expense	700		524		2,536		2,102
Customer service expense	347		289		1,390		961
Supply/communication expense	315		264		1,109		937
Other operating expenses	1,232		888		4,453		3,318
Total operating expenses	10,682		7,499		38,056		28,710
Income before provision for taxes	13,768		7,380		46,120		18,976
Provision for income taxes	5,864		3,089		19,595		7,892
Net income	$	7,904	$	4,291	$	26,525	$	11,084

4

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	(000’s omitted)				(000’s omitted)
	Three Months Ended				Twelve Months Ended
	December 31				December 31
	2005		2004		2005		2004
Net income per share
Basic	$	1.96	$	1.22	$	6.60	$	3.31
Diluted	$	1.83	$	1.06	$	6.18	$	2.84
Average shares outstanding	4,034,721		3,514,167		4,019,245		3,343,470
Diluted average shares	4,311,540		4,216,990		4,291,939		4,074,653
Average equity	$	101,142	$	63,410	$	90,456	$	53,097
Average assets	$	1,685,533	$	1,184,793	$	1,477,252	$	987,139
Return on average equity (%)	31.00		26.85		29.32		20.88
Return on average assets (%)	1.86		1.44		1.80		1.12
Efficiency ratio (%)	41.18		44.43		42.35		54.59
Number of employees	219		157
Assets per employee (000s)	$	8,278	$	8,319
CREDIT QUALITY
Beginning reserve for loan losses (000s)	$	16,275	$	10,084	$	11,825	$	7,660
Loan loss provisions	1,490		2,000		5,695		4,902
Loan recoveries	10		0		140		113
Loan chargeoffs	0		0		35		515
Net change in allowance for unfunded loan commitments	-198		-259		-48		-335
Ending reserve for loan losses (000s)	$	17,577	$	11,825	$	17,577	$	11,825
Nonperforming assets (000s)	$	2,212	$	45
Nonperforming assets / gross loans (%)	0.13		0.00
Reserve for loan losses / nonperforming assets (%)	794.62		26277.78
Reserve for loan losses / gross loans (%)	1.03		1.02

5

	(000s omitted)
	For the Three Months Ended December 31,
	2005					2004
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross loans	$	1,592,002	$	32,581	8.12	$	1,105,635	$	18,246	6.55
Funds sold	2,609		26		3.95	7,003		36		2.04
Investment securities	7,760		51		2.61	6,364		26		1.62
Total earning assets	$	1,602,371	$	32,658	8.09	$	1,119,002	$	18,308	6.49
Deposits	$	1,420,641	$	6,437	1.80	$	988,423	$	1,857	0.75
Federal Home Loan Bank advances	95,142		992		4.14	90,073		469		2.07
Subordinated debentures	61,857		967		6.20	36,566		507		5.50
Funds purchased	4		0		0.00	58		0		0.00
Total bearing liabilities	$	1,577,644	$	8,396	2.11	$	1,115,120	$	2,833	1.01
Net interest spread (1)					5.97					5.48
Net interest margin (2)					6.01					5.49

(1)Net interest spread represents the average yield earned on earning assets less the average cost of bearing liabilities.

(2)Net interest margin represents net interest income divided by average earning assets.

6

	(000s omitted)
	For the Twelve Months Ended December 31,
	2005					2004
	Average				Average	Average				Average
	Balance		Interest		Yield/Cost (%)	Balance		Interest		Yield/Cost (%)
Gross Loans	$	1,380,743	$	105,747	7.66	$	912,146	$	55,277	6.06
Funds Sold	6,429		174		2.71	11,276		146		1.29
Investment Securities	11,284		265		2.35	6,352		77		1.21
Total Earning Assets	$	1,398,456	$	106,186	7.59	$	929,774	$	55,500	5.97
Deposits	$	1,217,171	$	16,224	1.33	$	841,252	$	5,553	0.66
Federal Home Loan Bank Advances	115,717		3,785		3.27	53,714		833		1.55
Subordinated Debentures	46,605		2,726		5.85	34,242		1,813		5.29
Funds Purchased	117		4		3.42	330		2		0.61
Total Bearing Liabilities	$	1,379,610	$	22,739	1.65	$	929,538	$	8,201	0.88
Net Interest Spread (1)					5.94					5.09
Net Interest Margin (2)					5.97					5.09

(1)Net interest spread represents the average yield earned on earning assets less the average cost of bearing liabilities.

(2)Net interest margin represents net interest income divided by average earning assets.

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements, other than statements of historical fact, included herein may constitute forward-looking statements.  Although First Regional believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct.  Important factors that could cause actual results to differ materially from First Regional’s expectations include fluctuations in interest rates, inflation, government regulations, and economic conditions and competition in the geographic and business areas in which First Regional conducts its operations.

7