10-Q/A 1 a09-31124_210qa.htm 10-Q/A

FORM 10-Q/A

(Amendment No. 1)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

Quarter Ended June 30, 2009

Commission File Number 0-10232

FIRST REGIONAL BANCORP

(Exact name of registrant as specified in its charter)

California		95-3582843
State or other jurisdiction of		IRS Employer Identification Number
incorporation or organization

1801 Century Park East, Los Angeles, California		90067
Address of principal executive offices		Zip Code

(310) 552-1776

Registrant’s telephone number, including area code

Not applicable

Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). (Check one):

Large Accelerated filer o		Accelerated filer o

Non-accelerated filer o		Smaller reporting company x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding in each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, No Par Value		11,836,016
Class		Outstanding on August 14, 2009

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FIRST REGIONAL BANCORP

(Amendment No. 1)

INDEX

		Page
Part I - Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Statements of Financial Condition (unaudited)	5

	Condensed Consolidated Statements of Operations (unaudited)	6

	Condensed Consolidated Statements of Cash Flows (unaudited)	7

	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	40

Item 4.	Controls and Procedures	42

Part II - Other Information

Item 1.	Legal Proceedings	43

Item 1A.	Risk Factors	43

Item 4.	Submission of Matters to a Vote of Security Holders	43

Item 6.	Exhibits	44

Signatures		45

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EXPLANATORY NOTE

First Regional Bancorp (“First Regional”, “we” or “us”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, originally filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2009 (the “Original Filing”), to amend and restate First Regional’s unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2009.

The allowance for loan losses and provision for credit losses were increased from amounts previously reported to reflect a correction of the qualitative reserve factors that First Regional’s wholly owned subsidiary, First Regional Bank (the “Bank”), utilized in calculating its allowance for loan losses as of June 30, 2009. The adjustment in the qualitative reserve factors reflected second quarter trends in delinquent, classified and non-performing loans in the Bank’s loan portfolio, which were raised as part of the Bank’s recent regulatory examination by the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Institutions (the “DFI”). This regulatory examination was on-going at the time the Original Filing was filed with the SEC and these issues were raised after the Original Filing was filed with the SEC. The restatement also reflects certain loan grading changes that occurred as a result of the recent regulatory examination. As a result of these findings, First Regional concluded that the allowance for loan losses as of June 30, 2009 should be increased by $69.9 million to reflect these matters, an additional $50.6 million in loan charge-offs, $1.3 million in interest reversal on impaired loans, $1.2 million in losses on foreclosed properties that were deemed to have existed as of June 30, 2009 and a $20.7 million cost of establishing a valuation allowance for deferred tax assets.

As a result of the changes noted above and the recurring operating losses from operations, the Bank’s June 30, 2009 capital ratios have declined below the level considered “adequately capitalized” by its regulators. Continued operating losses or further declines in capital levels could raise uncertainity about the ability of First Regional to continue as a going concern. See footnotes 1 and 3 for further details.

The decision to restate the second quarter financial statements was approved by the Audit Committee of the Board of Directors of First Regional on November 12, 2009

First Regional also reassessed the effectiveness of the disclosure controls and procedures and of the design and operations of its internal controls over financial reporting. Based on that evaluation and due to the restatement of the unaudited consolidated financial statements as of and for the three and six months ended June 30, 2009, First Regional concluded that its internal controls over financial reporting were not effective as of June 30, 2009. First Regional’s conclusion was primarily related to First Regional’s review and reassessment of management’s policies and procedures for the monitoring and timely evaluation of and revision to management’s approach for assessing credit risk inherent in the loan portfolio to reflect changes in the economic environment.

The information in this Amendment has been updated to give effect to the restatement. First Regional has not modified or updated the information in the initial Form 10-Q, except as necessary to reflect the effects of the restatement described above. This Amendment continues to speak as of the dates described herein, and First Regional has not updated the disclosures contained in the Form 10-Q to reflect any events that occurred subsequent to such dates. Information not affected by the restatement is unchanged and reflects the disclosures made at the time of the filing of the initial Form 10-Q on August 14, 2009. Accordingly, this Amendment should be read in conjunction with First Regional’s subsequent filings with the SEC, as information in such filings may update or supersede certain information contained in this Amendment.

Based on the foregoing, only the following items have been amended:

· Part I – Financial Information:

· Item 1 – Financial Statements

· Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations

· Item 3 – Quantitative and Qualitative Disclosures About Market Risk

· Item 4 – Controls and Procedures

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For the convenience of the reader, this Form 10-Q/A sets forth the initial Form 10Q in its entirety, although First Regional is only amending those portions affected by the restatement described above.

In addition, as required by rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by our principal executive officer, chief operating officer and principal financial officer are filed herewith as Exhibits 31.1, 31.2, 31.3 and 32.

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PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FIRST REGIONAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(In Thousands Except Share Data)

(Unaudited)

	June 30, 2009 (Restated)			December 31, 2008
	(See Note 2)
Assets:
Cash and cash equivalents:
Cash and due from banks:	$	24,065		$	19,192
Federal funds sold	18,710			42,340
Total cash and cash equivalents	42,775			61,532

Investment securities, available for sale - at fair value -amortized cost of $25,960 (2009) and $24,204 (2008)	27,002			24,727
Interest-bearing deposits in financial institutions	14,006			2,008
Federal Home Loan Bank stock — at cost	7,359			6,557
Loans - net of allowance for losses of $61,403 (2009) and $61,336 (2008)	2,086,686			2,257,479
Premises and equipment - net of depreciation and amortization of $6,976 (2009) and $6,265 (2008)	4,524			4,812
Other real estate owned	21,312			9,611
Accrued interest receivable and other assets	83,330			98,415
Total Assets	$	2,286,994		$	2,465,141

LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities:
Deposits:
Non-interest bearing	$	399,433		$	368,517
Interest bearing:
Time deposits	1,044,178			1,101,319
Other deposits	52,960			50,011
Money market deposits	514,028			610,125
Total deposits	2,010,599			2,129,972

Federal Home Loan Bank advances	110,000			60,000
Accrued interest payable and other liabilities	29,139			24,505
Subordinated debentures	100,517			100,517
Total Liabilities	2,250,255			2,314,994

Commitments and contingencies (Note 9)
Shareholders’ Equity:
Common Stock – no par value; authorized 150,000,000 shares; Outstanding 11,836,000 (2009) and 11,834,000 (2008)	45,315			45,005
Retained earnings	(9,180		)	104,839
Accumulated other comprehensive income - net of tax	604			303
Total Shareholders’ Equity	36,739			150,147

Total Liabilities and Shareholders’ Equity	$	2,286,994		$	2,465,141

The accompanying notes are an integral part of these

condensed consolidated financial statements.

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FIRST REGIONAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In Thousands Except Per Share Data)

(Unaudited)

	Three Months Ended June 30						Six Months Ended June 30,
	2009 (Restated)			2008			2009 (Restated)			2008
	(See Note 2)						(See Note 2)
INTEREST INCOME:
Interest on loans	$	24,449		$	35,957		$	52,296		$	76,253
Interest on investment securities	330			317			641			676
Interest on deposits in financial institutions	14			51			26			123
Interest on federal funds sold	17			105			60			173
Total interest income	24,810			36,430			53,023			77,225

INTEREST EXPENSE:

Interest on deposits	9,538			9,437			20,813			20,504
Interest on subordinated debentures	813			1,224			1,777			2,840
Interest on FHLB advances	60			1,628			82			3,336
Interest on other borrowings	0			24			0			32
Total interest expense	10,411			12,313			22,672			26,712

Net interest income	14,399			24,117			30,351			50,513

PROVISION FOR LOAN LOSSES	101,005			44,743			108,505			55,533

Net interest loss after provision for loan losses	(86,606		)	(20,626		)	(78,154		)	(5,020		)

OTHER OPERATING INCOME:
Customer service fees	1,853			1,931			3,655			3,855
Other – net	325			550			624			3,797
Total other operating income	2,178			2,481			4,279			7,652

OTHER OPERATING EXPENSES:
Salaries and related benefits	8,236			8,487			17,052			17,973
Occupancy expense	1,031			954			2,022			1,923
Equipment expense	468			471			894			904
Promotion expense	146			190			199			326
Professional service expense	1,578			905			2,776			1,755
Customer service expense	309			575			598			1,033
Supplies and communication expense	325			327			663			716
FDIC Assessment	3,908			485			6,307			969
Reserve for VISA litigation (reversal)	—			—			—			(2,232		)
Other	3,042			2,463			5,022			4,032
Total other operating expenses	19,043			14,857			35,533			27,399

Loss before income taxes	(103,471		)	(33,002		)	(109,408		)	(24,767		)

INCOME TAXES (BENEFIT)	7,311			(14,489		)	4,611			(10,989		)

NET LOSS	$	(110,782	)	$	(18,513	)	$	(114,019	)	$	(13,778	)

LOSS PER SHARE (Note 7)
Basic	$	(9.36	)	$	(1.57	)	$	(9.63	)	$	(1.17	)
Diluted	$	(9.36	)	$	(1.57	)	$	(9.63	)	$	(1.17	)

The accompanying notes are an integral part of these

condensed consolidated financial statements.

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FIRST REGIONAL BANCORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In Thousands)

(Unaudited)

	Six Months Ended June 30,
	2009 (Restated)			2008
	(See Note 2)
OPERATING ACTIVITIES
Net Loss	$	(114,019	)	$	(13,778	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for loan losses	108,505			55,533
Provision for loss on other real estate owned	1,572			—
Depreciation and amortization	713			669
Amortization of investment securities premiums and discounts-net	20			17
Stock compensation costs	303			237
Net gain on sale of other real estate owned	(68		)	—
Federal Home Loan Bank stock dividends	—			(275		)
Realized gain on sale of VISA stock investments	—			(2,758		)
Net gains on sale/disposal of premises and equipment	—			(3		)
Tax benefit from stock options exercised	—			(25		)
Deferred compensation expense	474			555
Deferred income tax	13,409			—
Changes in assets and liabilities:
Decrease (increase) in accrued interest receivable and other	1,724			(23,557		)
Increase (decrease) in accrued interest payable and other liabilities	4,160			(1,661		)
Net cash provided by operating activities	16,793			14,954

INVESTING ACTIVITIES
Net (increase) decrease in interest-bearing deposits in financial institutions	(11,998		)	5,039
Purchases of investment securities – available for sale	(3,243		)	(1,238		)
Proceeds from maturities of investment securities – available for sale	1,467			4,209
Purchases of Federal Home Loan Bank stock	(802		)	(9,817		)
Redemption of Federal Home Loan Bank stock	—			47
Net decrease (increase) in loans	42,312			(316,920		)
Purchase of CRA investments included in other assets	(266		)	(3,204		)
Proceeds from sale of other real estate owned	6,771			—
Proceeds from sale of premises and equipment	—			8
Purchases of premises and equipment	(425		)	(556		)
Net cash provided by (used in) used in investing activities	33,816			(322,432		)

FINANCING ACTIVITIES
Decrease in non-interest bearing deposits and and other interest bearing deposits	(62,232		)	(79,481		)
Net (decrease) increase in time deposits	(57,141		)	340,156
Decrease in note payable	—			(75		)
Increase in Federal Home Loan Bank advances	50,000			75,000
Decrease in federal funds purchased	—			(20,955		)
Stock options exercised	7			12
Tax benefit from stock options exercised	—			25
Common stock repurchased and retired	—			(1,978		)
Common stock issued	—			327
Net cash (used in) provided by financing activities	(69,366		)	313,031

(Decrease) increase in cash and cash equivalents	(18,757		)	5,553
Cash and cash equivalents, beginning of period	61,532			46,676
Cash and cash equivalents, end of period	$	42,775		$	52,229

Supplemental Disclosures of Cash Flow Information – cash paid during the period for:
Interest paid	$	29,643		$	26,140
Income taxes paid	$	2,600		$	13,500
Supplemental Disclosures of non-cash investing and financing activities:
Other real estate owned acquired through foreclosure	$	19,976		$	—
Loan to facilitate sale of other real estate owned	$	2,600		$	—

The accompanying notes are an integral part of these

condensed consolidated financial statements.

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FIRST REGIONAL BANCORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2009

(Unaudited)

NOTE 1: Basis of Presentation

First Regional Bancorp, a bank holding company (the “Company”), and one of its wholly-owned subsidiaries, First Regional Bank, a California state-chartered bank (the “Bank”), primarily serve Southern California through their branches. The Company’s primary source of revenue is providing loans to customers, which are predominantly small and midsize businesses.

In the opinion of the Company, the interim condensed consolidated financial statements contain all adjustments of a normal recurring nature necessary to present fairly the financial position and the results of operations for the interim periods. Interim results may not be indicative of annual operations.

The accompanying financial information has been prepared assuming that First Regional Bancorp will continue as a going concern. The ability of the Company to continue as a going concern is dependent on many factors. The Company has suffered recurring operating losses from operations, and at June 30, 2009 its capital ratios had declined below the level considered “adequately capitalized” by its regulators. Continued operating losses or further declines in capital levels could raise uncertainty about the ability of the Company to continue as a going concern. The financial information does not include any adjustments that might result from the eventual outcome of this uncertainty.

While the Company believes that the disclosures presented are adequate to make the information not misleading, it is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company’s 2008 annual report on Form 10-K.

NOTE 2: Restatement of Previously Issued Financial Statements

The Company has restated the accompanying unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2009. The allowance for loan losses and provision for credit losses were increased from amounts previously reported to reflect a correction of the qualitative reserve factors that our wholly owned subsidiary, First Regional Bank (the “Bank”), utilized in calculating its allowance for loan losses as of June 30, 2009. The adjustment in the qualitative reserve factors reflected second quarter trends in delinquent, classified and non-performing loans in the Bank’s loan portfolio, which were raised as part of the Bank’s recent regulatory examination by the Federal Deposit Insurance Corporation (the “FDIC”) and the California Department of Financial Institutions (the “DFI”). The restatement also reflects certain loan grading changes that occurred as a result of the recent regulatory examination. As a result of these findings, the Company concluded that the allowance for loan losses as of June 30, 2009 should be increased by $69,889,000 to reflect these matters, an additional $50,587,000 in loan charge-offs, $1,279,000 in interest reversal on impaired loans, $1,161,000 million in losses on foreclosed properties that were deemed to have existed as of June 30, 2009 and a $20,670,000 cost of establishing a valuation allowance for deferred tax assets. The correction was recorded in the three-months period ended June 30, 2009 based upon the significant increase in the number of charge-offs experienced by the Company during the period, deterioration noted in the commercial real estate market, and changes in the various loss estimates on the Company’s nonperforming loan portfolio.

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The effect of the restatement is as follows:

Condensed Consolidated Statement of Financial Condition as of June 30, 2009

	As Reported		Adjustment			Restated
			(In Thousands)

Allowance for loan losses	$	42,101	$	19,302		$	61,403
Loans – net of allowance for loan losses	$	2,156,575	$	(69,889	)	$	2,086,686
Other real estate owned	$	22,473	$	(1,161	)	$	21,312
Accrued interest receivable and other assets	$	105,279	$	(21,949	)	$	83,330
Total Assets	$	2,379,993	$	(92,999	)	$	2,286,994
Retained Earnings	$	83,819	$	(92,999	)	$	(9,180	)
Shareholders’ Equity	$	129,738	$	(92,999	)	$	36,739

Consolidated Statements of Operations

	Three Months Ended June 30, 2009									Six Months Ended June 30, 2009
	(In Thousands Except Per Share Data)
	As Reported			Adjustment			Restated			As Reported			Adjustment			Restated

Provision for loan losses	$	31,116		$	69,889		$	101,005		$	38,616		$	69,889		$	108,505
Net interest loss after provision for loan losses	$	(15,438	)	$	(71,168	)	$	(86,606	)	$	(6,986	)	$	(71,168	)	$	(78,154	)
Other operating expenses – other	$	1,881		$	1,161		$	3,042		$	3,861		$	1,161		$	5,022
Loss before income tax benefit	$	(31,142	)	$	(72,239	)	$	(103,471	)	$	(37,079	)	$	(72,329	)	$	(109,408	)
Income taxes (benefit)	$	(13,359	)	$	20,670		$	7,311		$	(16,059	)	$	20,670		$	4,611
Net Loss	$	(17,783	)	$	(92,999	)	$	(110,782	)	$	(21,020	)	$	(92,999	)	$	(114,019	)
Loss per share
Basic	$	(1.50	)	$	(7.86	)	$	(9.36	)	$	(1.78	)	$	(7.85	)	$	(9.63	)
Diluted	$	(1.50	)	$	(7.86	)	$	(9.36	)	$	(1.78	)	$	(7.85	)	$	(9.63	)

Consolidated Statement of Cash Flows

	Six Months Ended June 30, 2009
	As Reported			Adjustment			Restated

Net income (loss)	$	(21,020	)	$	(92,999	)	$	(114,019	)
Provision for loan losses	$	38,616		$	69,889		$	108,505
Provision for loss on other real estate owned	$	411		$	1,161		$	1,572
Deferred income tax (benefit)	$	—		$	13,409		$	13,409
Increase (decrease) in accrued interest receivable and other assets	$	(6,816	)	$	8,540		$	1,724

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Certain amounts were also restated and additional disclosures provided in the footnotes primarily in “Note 3 — Regulatory Capital”, “Note 5 — Allowance for Loan Losses and Unfunded Loan Commitments”, “Note 6: Fair Value Disclosures”, “Note 7 — Earnings per Share and Stock Based Compensation”, and “Note 8 — Income Taxes.”

NOTE 3: Regulatory Capital

The Company (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by the regulators that, if undertaken, could have a direct, material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined in the regulations), and of Tier I capital to average assets (as defined in the regulations). Management believes, as of December 31, 2008, that the Company and the Bank met all capital adequacy requirements to which they are subject.

The Bank is also subject to a regulatory order with the FDIC and the DFI that calls for the Bank to increase its Tier 1 leverage ratio to 10% by September 30, 2009 and maintain at least that level thereafter. For the quarter ended June 30, 2009 the Bank’s Tier 1 leverage ratio was 5.46%, so the Bank is not in compliance with this requirement of the regulatory order. Management believes that based on their respective capital ratios as of June 30, 2009, and currently, the Company is considered “significantly undercapitalized” while the Bank is considered “undercapitalized”. A Capital Restoration Plan has been developed to address this deficiency, which contemplates several approaches to increasing capital to acceptable levels, including the possibilities of a rights offering to existing Company shareholders or the issuance of new Company shares to interested investors. There can be no assurances that these approaches will be successful. Should the Company or the Bank be unable to increase capital to acceptable levels, or should capital levels deteriorate further, the Company and/or the Bank could be subject to additional regulatory action.

As of December 31, 2008, management believes the Bank met the ratio requirements to be categorized as “well capitalized” under the regulatory framework for prompt corrective action, which regulatory framework applies to banks but not to bank holding companies. To be categorized as “well capitalized,” the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios as set forth in the table below.

A table showing the minimum capital ratios required for the Company and the Bank and the Company’s and the Bank’s actual capital ratios and actual capital amounts at June 30, 2009 and December 31, 2008, is as follows (in thousands):

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	Actual				For Capital Adequacy Purposes				To be well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of June 30, 2009:
Total capital (to risk-weighted assets) Company	$	96,322	4.3	%	$	178,374	>8.0	%	$	222,968	>10.0	%
Bank	$	159,475	7.2	%	$	178,434	8.0	%	$	223,042	10.0	%
Tier I capital (to risk-weighted assets) Company	$	48,161	2.2	%	$	89,187	4.0	%	$	133,781	6.0	%
Bank	$	131,181	5.9	%	$	89,239	4.0	%	$	133,858	6.0	%
Tier I capital (to average assets) Company	$	48,161	2.0	%	$	97,295	4.0	%	$	121,619	5.0	%
Bank	$	131,181	5.5	%	$	96,103	4.0	%	$	120,129	5.0	%

As of December 31, 2008:
Total capital (to risk-weighted assets) Company	$	278,578	11.3	%	$	197,573	>8.0	%	$	246,966	>10.0	%
Bank	$	255,178	10.3	%	$	197,430	8.0	%	$	246,787	10.0	%
Tier I capital (to risk-weighted assets) Company	$	199,775	8.1	%	$	98,776	4.0	%	$	148,164	6.0	%
Bank	$	223,946	9.1	%	$	98,655	4.0	%	$	147,982	6.0	%
Tier I capital (to average assets) Company	$	199,775	8.2	%	$	97,570	4.0	%	$	121,963	5.0	%
Bank	$	223,946	9.2	%	$	97,470	4.0	%	$	121,842	5.0	%

The Federal Reserve Board adopted a final rule that allows the continued inclusion of trust-preferred securities in the Tier I capital of bank holding companies until March 31, 2011. However, under the final rule, the aggregate amount of trust-preferred securities and certain other capital elements would be limited to 25% of Tier I capital elements, net of goodwill.

At the conclusion of an examination by the FDIC and DFI of the Bank in 2007, the FDIC expressed concern regarding a previously unidentified Bank Secrecy Act (“BSA”) concern relating to the Bank’s program of providing custodial services to individual retirement accounts (IRAs) administered by non-bank third parties.

In 2008, the FDIC requested that the Bank enter into a cease and desist order, principally addressing the Bank’s BSA duties in connection with such third party administered retirement accounts. While the Bank has questioned the need for such a cease and desist order, the Bank concluded that it was advisable for the Bank to enter into, rather than undertake a formal challenge to, the requested cease and desist order. The Bank believes it fully complied with the BSA related components of this Cease and Desist Order. The order also contains standard provisions regarding the prevention of violations of all laws and regulations. While subsequent examinations have found no further BSA violations, some violations of appraisal rules and other regulations have been noted. For this reason, the Bank has not yet achieved full compliance with all terms of this order. No assurance can be given that the FDIC will not require further action if the Bank fails to comply with the terms of the cease and desist order or otherwise fails to correct the deficiencies identified.

During February 2009, the Bank signed an order to cease and desist with the FDIC and the DFI to further strengthen the Bank’s operations.

Under the agreement, First Regional Bank will:

· Retain qualified management, and continue the active involvement of its board of directors in managing the Bank’s activities

· Increase its capital ratios based on a pre-determined schedule that calls for the Bank to increase its Tier 1 leverage ratio to 9.5% immediately, and to further increase it to 10% by September 30, 2009, and develop a comprehensive capital plan to assure compliance with that schedule. No dividends may be declared without prior regulatory approval.

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· Eliminate from its books any assets classified loss and a portion of any assets classified doubtful that have not already been charged-off or collected, and develop a comprehensive plan to reduce classified assets based on a pre-determined schedule

· Create and implement a plan to increase the diversification of the Bank’s lending activities

· Create and implement a comprehensive profit plan to improve the Bank’s earnings performance

· Update or revise the Bank’s written policies in the areas of credit administration and liquidity management

The allowance for loan losses and provision for credit losses were increased to reflect the qualitative reserve factors utilized in calculating its allowance for loan losses as of June 30, 2009. The adjustment in the qualitative reserve factors reflected second quarter trends in delinquent, classified and non-performing loans in the Bank’s loan portfolio, which were raised as part of the Bank’s July through September, 2009 regulatory examination by the FDIC and the DFI. The regulatory exam findings also reflect certain loan grading changes. As a result of these findings, we concluded that the allowance for loan losses as of June 30, 2009 should be increased by $69.9 million to reflect these matters, an additional $50.6 million in loan charge-offs, $1.3 million in interest reversal on impaired loans, $1.2 million in losses on foreclosed properties that were deemed to have existed as of June 30, 2009 and a $20.7 million cost of establishing a valuation allowance for deferred tax assets.

The Company utilizes a variety of funding sources in conducting its operations, including the use of “brokered deposits” as defined by banking regulators. Such brokered deposits totaled $760 million at December 31, 2008. As a result of First Regional Bank’s regulatory agreement with the FDIC and the DFI, the bank is prohibited from accepting or renewing any brokered deposit, as defined, unless it receives a waiver from the FDIC. The bank has not received a brokered deposit waiver, and has no plans to seek such a waiver at this time. Instead, existing brokered deposits are being allowed to leave the bank as they mature. As of June 30, 2009 the balance of the brokered deposits had been reduced to $518 million; of these, $268 million mature in 2009, $158 million mature in 2010, and $92 million mature in 2011. The bank anticipates that future brokered deposit outflows, as well as normal deposit activity by customers, will be accommodated using the proceeds of loan repayments, and other lines of credit.

In the interest of preserving its remaining cash reserves, First Regional Bancorp intends to defer interest payments on its trust preferred securities. First Regional has the right to defer interest payments for up to five years under the indentures governing its various trust preferred securities.

NOTE 4: Recent Accounting Pronouncements

SFAS No. 157 — In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157), which provides a definition of fair value, establishes a framework for measuring fair value, and requires expanded disclosures about fair value measurements. The standard applies when GAAP requires or allows assets or liabilities to be measured at fair value, and therefore, does not expand the use of fair value in any new circumstance. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an arm’s length transaction between market participants in the markets where we conduct business. SFAS 157 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. The level of the reliability of inputs utilized for fair value calculations drives the extent of disclosure requirements of the valuation methodologies used under the standard. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those years. The provisions of SFAS 157 should be applied prospectively, except for certain financial instruments for which the standard should be applied retrospectively. The adoption of this guidance has not had a material impact to the Company’s consolidated financial condition and results of operations.

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FSP FAS No. 157-4 — In April 2009, the FASB issued FSP SFAS No.157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, to provide additional guidance for estimating fair value in accordance with SFAS No. 157, Fair Value Measurements, when the volume and level of activity for the asset or liability have significantly decreased, as some constituents indicated that SFAS No. 157 and FSP SFAS No. 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, do not provide sufficient guidance on how to determine whether a market for a financial asset that historically was active is no longer active and whether a transaction is not orderly. Therefore, this FSP includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP SFAS No. 157-4 is effective for interim and annual reporting periods ending after June 15, 2009. If a reporting entity elects to adopt early either FSP SFAS No. 115-2 and SFAS No. 124-2 or FSP SFAS No. 107-1 and Accounting Principles Board (“APB”) 28-1, the reporting entity also is required to adopt early this FSP. This FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The adoption of FSP SFAS No. 157-4 in the second quarter of 2009 has not had a material impact to the Company’s consolidated financial condition and results of operations.

FSP FAS No. 115-2 — In April 2009, the FASB issued FSP SFAS No.115-2 and SFAS No. 124-2, Recognition and Presentation of Other-Than-Temporary Impairments, which amends the other-than-temporary impairment (“OTTI”) guidance in the U.S. GAAP for debt securities to make the guidance more operational and to improve the presentation and disclosure of OTTI on debt and equity securities in the financial statements. This FSP does not amend existing recognition and measurement guidance related to OTTI of equity securities. This FSP also requires increased and more timely disclosures sought by investors regarding expected cash flows, credit losses, and an aging of securities with unrealized losses. FSP SFAS No. 115-2 and SFAS No. 124-2 are effective for interim and annual reporting periods ending after June 15, 2009. If a reporting entity elects to adopt early either FSP SFAS No. 157-4 or FSP SFAS No. 107-1 and APB 28-1, the reporting entity also is required to adopt early this FSP. This FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The adoption of FSP SFAS No. 115-2 and SFAS No. 124-2 in the second quarter of 2009 has not had a material impact to the Company’s consolidated financial condition and results of operations.

FSP FAS No. 107-1 — In April 2009, the FASB issued FSP SFAS No. 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments, amending SFAS No. 107, Disclosure about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods. FSP SFAS No. 107-1 and APB 28-1 are effective for interim and annual reporting periods ending after June 15, 2009. If a reporting entity elects to adopt early either FSP SFAS No. 157-4 or FSP SFAS No. 115-2 and SFAS No. 124-2, the reporting entity also is required to adopt early this FSP. This FSP does not require disclosures for earlier periods presented for comparative purposes at initial adoption. In periods after initial adoption, this FSP requires comparative disclosures only for periods ending after initial adoption. The adoption of FSP SFAS No. 107-1 and APB 28-1 in the second quarter of 2009 did not have a material impact on the Company’s consolidated financial statements.

SFAS No. 165 — In May 2009, the FASB issued SFAS No. 165, Subsequent Events, to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS No. 165 is to be applied to the accounting for and disclosure of subsequent events, and is applied to both interim and annual financial statements. This statement does not apply to subsequent events or transactions that are within the scope of other applicable GAAP that provide different guidance on the accounting treatment for subsequent events or transactions. SFAS No. 165 is effective for interim or annual financial periods ending after June 15, 2009. Events that occurred subsequent to June 30, 2009 have been evaluated by the Company’s management in accordance with SFAS 165 through the time of filing this report on August 14, 2008 and its amended filing on November 23, 2009. The adoption of

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SFAS No. 165 did not have a material impact on the Company’s consolidated financial statements.

SFAS No. 166 — In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. This statement is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial statements about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor’s continuing involvement, if any, in transferred financial assets. SFAS No. 166 addresses (1) practices that have developed since the issuance of SFAS No. 140 that are not consistent with the original intent and key requirements of that statement, and (2) concerns of financial statement users that many of the financial assets (and related obligations) that have been derecognized should continue to be reported in the financial statements of transferors. SFAS No. 166 is effective at the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual periods thereafter. Early adoption is prohibited. This statement must be applied to transfers occurring on or after the effective date. However, the disclosure provisions of this statement should be applied to transfers that occurred both before and after the effective date. Additionally, on and after the effective date, the concept of qualifying special-purpose entity (“SPE”) is no longer relevant for accounting purposes. Therefore, formerly qualifying SPEs, as defined under previous accounting standards, should be evaluated for consolidation by reporting entities on and after the effective date in accordance with the applicable consolidation guidance. The Company is in the process of evaluating the impact that the adoption of SFAS No. 166 will have on the its consolidated financial statements.

SFAS No. 167 — In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46R, to improve financial reporting by enterprises involved with variable interest entities (“VIEs”). SFAS No. 167 addresses: (1) the effects on certain provisions of FASB Interpretation No. (“FIN”) 46R, Consolidation of Variable Interest Entities, as a result of the elimination of the qualifying SPE concept in SFAS No. 166, and (2) constituent concerns about the application of certain key provisions of FIN 46R, including those in which the accounting and disclosures under FIN 46R do not always provide timely and useful information about an enterprise’s involvement in a VIE. SFAS No. 167 is effective at the beginning of each reporting entity’s first annual reporting period that begins after November 15, 2009, for interim periods within that first annual reporting period, and for interim and annual periods thereafter. Early adoption is prohibited. The Company is in the process of evaluating the impact that the adoption of SFAS No. 167 will have on its consolidated financial statements.

SFAS No. 168 - In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles. The FASB Accounting Standards Codification (“Codification”) will become the source of authoritative U.S. GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of this statement, the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. SFAS No. 168 is effective for interim and annual financial statements issued after September 15, 2009. The Company will adopt SFAS No. 168 in the third quarter of 2009 and is in the process of evaluating the impact that the adoption will have on its consolidated financial statements.

NOTE 5: Allowance for Loan Losses and Unfunded Loan Commitments

An analysis of the activity in the allowance for loan losses for the three and six months ended June 30, 2009 and 2008 is as follows (in thousands):

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	Three Months Ended June 30,						Six Months Ended June 30,
	2009 (Restated)			2008			2009 (Restated)			2008

Balance — beginning of year	$	68,264		$	33,580		$	61,336		$	22,771
Provision for loan losses	101,005			44,743			108,505			55,533
Loans charged off	(108,067		)	(34,244		)	(108,739		)	(34,244		)
Allowance for unfunded loan commitments and lines of credit	125			55			221			74
Recoveries on loans previously charged off	76			18			80			18

Balance — end of period	$	61,403		$	44,152		$	61,403		$	44,152

Management believes the allowance for loan losses as of June 30, 2009, is adequate to absorb losses inherent in the loan portfolio.

At June 30, 2009 and December 31, 2008, the recorded investment in non-performing and performing impaired loans net of charge-offs was $459,780,000 and $215,190,000, with specific reserves of $39,795,000 and $32,264,000, respectively. All loans for which impairment had been recognized had a related specific reserve or had been partially charged off at June 30, 2009 and December 31, 2008.

The average recorded investment in impaired loans during the second quarter ended June 30, 2009 and 2008 was $269,179,000, and $68,702,000, respectively. No interest income on impaired loans was recognized for cash payments received in the first six months of 2009 or 2008. Foregone interest on impaired loans during the first six months of 2009 was $5,566,000. Foregone interest on impaired loans during the first six months of 2008 is not material to the results of operations of the Company.

NOTE 6: Fair Value Disclosures

The Company adopted SFAS 157 effective January 1, 2008. SFAS 157 provides a framework for measuring fair value under GAAP. This standard applies to all financial assets and liabilities, and certain non-financial assets and liabilities, that are being measured and reported at fair value on a recurring or non-recurring basis. For the Company, this includes the investment securities available-for-sale (“AFS”) portfolio, impaired loans, and other real estate owned (“OREO”).

As defined in SFAS 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various methods including market and income approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability. These inputs can be readily observable, market corroborated, or generally unobservable firm inputs. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The hierarchy ranks the quality and reliability of the information used to determine fair values. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to data lacking transparency. Assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be derived from or corroborated by observable market data by correlation or other means.

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Level 3: Significant unobservable inputs that reflect the reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following is a description of the Company’s valuation methodologies used to measure and disclose the fair values of its assets and liabilities on a recurring or nonrecurring basis:

Investment securities available for sale: Securities available for sale are recorded at fair value on a recurring basis. Fair value measurement is based on quoted prices, when available, or the prices of other securities with similar characteristics. Level 1 securities include both U.S. Treasury and actively traded U.S. government sponsored enterprise debt securities, and Level 2 securities are comprised of U.S. government sponsored enterprise debt securities in accordance with SFAS 115, Accounting for Certain Investments in Debt and Equity Securities, and FSP FAS 115-1 and FAS 124-1, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.

Impaired Loans — In accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, an Amendment of FASB Statements No. 5 and 15, the Company’s impaired loans are generally measured using the fair value of the underlying collateral, which is determined based on the most recent appraisal information received. Appraised values may be adjusted based on factors such as the Company’s historical knowledge and changes in market conditions from the time of valuation. As of June 30, 2009, collateral dependent impaired loans totaled $356,280,000 net of the specific reserves. Collateral dependent impaired loans fall within Level 3 of the fair value hierarchy since they were measured at fair value based on appraisals of the underlying collateral.

OREO — In accordance with FAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, at the acquisition date, the Company’s OREO assets are recorded at fair value, which is determined based on the most recent appraisal information received. Subsequent to the acquisition date, the Company’s OREO assets are reported at the lower of carrying amount or fair value, which is determined based on the most recent appraisal information received. Appraised values may be adjusted based on factors such as the Company’s historical knowledge and changes in market conditions from the time of valuation. As of June 30, 2009, OREO assets totaled $21,312,000, net of valuation allowance. OREO assets fall within Level 3 of the fair value hierarchy since they were measured at fair value based on appraisals.

The balances of assets measured at fair value on a recurring basis as of June 30, 2009 were as follows (in $1,000’s):

	Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)

U. S. Treasury Securities	$	2,249	$	2,249	$	—
U. S. Government Sponsored Enterprise debt securities	24,753		1,000		23,753

Securities available for sale	$	27,002	$	3,249	$	23,753

The amortized cost and estimated fair values of securities available for sale as of June 30, 2009 and December 31, 2008 were as follows (dollars in thousands):

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	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

June 30, 2009
U.S. Treasury Securities	$	2,248	$	1	$	—	$	2,249
U.S. Government sponsored Enterprise debt securities	23,712		1,041		—		24,753

	$	25,960	$	1,042	$	—	$	27,002

December 31, 2008
U.S. Treasury Securities	$	249	$	1	$	—	$	250
U.S. Government sponsored Enterprise debt securities	23,955		522		—		24,477

	$	24,204	$	523	$	—	$	24,727

At June 30, 2009 and December 31, 2008, no securities have been in a continuous unrealized loss position for greater than 12 months.

The balances of assets measured at fair value on a non-recurring basis as of June 30, 2009 and the total losses resulting from the fair value adjustments as of June 30, 2009 were as follows (in $1,000’s):

			Significant		Total Losses
	Total		Unobservable Inputs (Level 3)		Quarter Ended June 30, 2009			Six Months Ended June 30, 2009

Impaired loans (1)	$	379,021	$	379,021	$	(70,946	)	$	(83,196	)
OREO (2)	22,762		22,762		(1,426		)	(1,711		)
Balance at June 30, 2009	$	401,783	$	401,783	$	(72,372	)	$	(84,907	)

(1)	Represents carrying value and related reserve remeasurements on collateral dependent loans for which adjustments are based upon the appraised value of the collateral. The fair value measurements of the impaired loans are presented before deducting the estimated costs to sell.

(2)	The loss on OREO represents fair value adjustments. The fair value measurements of the OREO are presented before deducting the estimated costs to sell.

There were no material liabilities carried at fair value, measured on a recurring or non-recurring basis at June 30, 2009.

Fair Value of Financial Instruments

The following estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts (in thousands).

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	June 30, 2009				December 31, 2008
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Assets:
Cash and due from banks	$	24,065	$	24,065	$	19,192	$	19,192
Federal funds sold	18,710		18,710		42,340		42,340
Interest-bearing deposits in financial institutions	14,006		14,006		2,008		2,008
Investment securities available for sale	27,002		27,002		24,727		24,727
Federal Home Loan Bank Stock	7,359		7,359		6,557		6,557
Loans	2,086,686		2,094,145		2,257,479		2,327,785
Accrued interest receivable	6,520		6,520		9,462		9,462
Liabilities:
Deposits:
Non-interest bearing	399,433		399,433		368,517		368,517
Interest-bearing:
Time deposits	1,044,178		1,051,448		1,101,319		1,132,401
Money market and other deposits	566,988		566,988		660,136		660,136
Subordinated debentures	100,517		100,517		100,517		100,805
Federal funds purchased	—		—		—		—
Federal Home Loan Bank advances	110,000		110,000		60,000		60,000
Note payable	—		—		—		—
Accrued interest payable	9,489		9,489		8,985		8,985

Fair values of commitments to extend credit and standby letters of credit are immaterial as of June 30, 2009 and December 31, 2008.

The fair values of cash and due from banks, federal funds sold, non-interest- bearing deposits, money market and other deposits, note payable, Federal funds purchased, FHLB advances, accrued interest receivable and payable, generally approximate their book value due to the short maturities.

The carrying value Federal Home Loan Bank stock approximates fair value, as the stock may be sold back to the Federal Home Loan Bank at carrying value.

The fair value of investment securities available for sale is based on quoted market prices, dealer quotes, and prices obtained from independent pricing services. The fair value of loans and interest-bearing deposits is estimated based on present values using applicable risk-adjusted spreads to the U.S. Treasury curve to approximate current entry-value interest rates applicable to each category of such financial instruments. In obtaining such valuation from third parties, the Company has reviewed the methodologies used to develop their results.

No adjustment was made to the entry-value interest rates for changes in credit of performing loans for which there are no known credit concerns. Management segregates loans in appropriate risk categories. Management believes that the risk factor embedded in the entry-value interest rates, along with the general reserves applicable to the performing loan portfolio for which there are no known credit concerns, results in a fair valuation of such loans on an entry-value basis. The recorded book value of $332,161,000 in 2009 and $111,057,000 in 2008 on non-performing and performing loans were not included in the fair value amounts because it is not practicable to reasonably assess the credit adjustment that would be applied in the marketplace for such loans.

The fair value of the junior subordinated deferrable debentures is estimated by discounting the cash flows through maturity based on prevailing market rates at each reporting date.

The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2009 and December 31, 2008. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date, and therefore, current estimates of fair value may differ significantly from the amounts presented herein.

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NOTE 7: Earnings per Share and Stock Based Compensation

Basic earnings per share are computed by dividing income available to common shareholders by the weighted average number of common shares outstanding during each period. The computation of diluted earnings per share also considers the number of shares issuable upon the assumed exercise of outstanding common stock options. In accordance with SFAS No. 128, Earnings Per Share, due to the net loss recorded during the three and six months ended June 30, 2009 and 2008, incremental shares resulting from the assumed conversion, exercise or contingent issuance of securities is not included as their effect on earnings or loss per share would be anti-dilutive. A reconciliation of the numerator and the denominator used in the computation of basic and diluted earnings (loss) per share is:

	Three Months Ended June 30, 2009 (Restated)
	Loss (Numerator)			Weighted Average Shares (Denominator)	Per Share Amount
Basic Loss Per Share
Loss available to common shareholders	$	(110,782,000	)	11,836,000	$	(9.36	)

Effect of Dilutive Securities
Incremental shares from assumed exercise of outstanding options	—			—	—

Diluted Loss Per Share
Loss available to common shareholders	$	(110,782,000	)	11,836,000	$	(9.36	)

	Three Months Ended June 30, 2008
	Loss (Numerator)			Weighted Average Shares (Denominator)	Per Share Amount
Basic Loss Per Share
Loss available to common shareholders	$	(18,513,000	)	11,797,000	$	(1.57	)

Effect of Dilutive Securities
Incremental shares from assumed exercise of outstanding options	—			—	—

Diluted Loss Per Share
Loss available to common shareholders	$	(18,513,000	)	11,797,000	$	(1.57	)

	Six Months Ended June 30, 2009 (Restated)
	Loss (Numerator)			Weighted Average Shares (Denominator)	Per Share Amount
Basic Loss Per Share
Loss available to common shareholders	$	(114,019,000	)	11,836,000	$	(9.63	)

Effect of Dilutive Securities
Incremental shares from assumed exercise of outstanding options	- 0			—	—

Diluted Loss Per Share
Loss available to common shareholders	$	(114,019,000	)	11,836,000	$	(9.63	)

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	Six Months Ended June 30, 2008
	Loss (Numerator)			Weighted Average Shares (Denominator)	Per Share Amount
Basic Loss Per Share
Loss available to common shareholders	$	(13,778,000	)	11,806,000	$	(1.17	)

Effect of Dilutive Securities
Incremental shares from assumed exercise of outstanding options	—			—	—

Diluted Loss Per Share
Loss available to common shareholders	$	(13,778,000	)	11,806,000	$	(1.17	)

As discussed above, anti-dilutive shares from stock options are excluded from the computation of loss per share. The anti-dilutive stock options totaled 2,370,000 for the three and six months ended June 30, 2009. There were 1,098,000 and 1,126,000 anti-dilutive stock options for the three and six months ended June 30, 2008, respectively.

Stock Compensation Plans

In May 2005, the Company’s Board of Directors adopted a non-qualified employee stock option plan that expires in 2015 and authorizes the issuance of up to 600,000 (amended to 800,000 in July 2008)shares of its common stock upon the exercise of options granted. The plan is intended to allow the Company the ability to grant stock options to persons who had not previously been awarded option grants commensurate with their positions, primarily persons hired since the exhaustion of options available for grant under the Company’s previous stock option plans. The Company’s Board of Directors believes that the Plan will assist the Company in attracting and retaining high quality officers and staff, and will provide grantees under the Plan with added incentive for high levels of performance and to assist in the effort to increase the Company’s earnings. During 2005, 2007, 2008 and April 2009, the Company granted options to buy up to 177,000, 45,000, 506,000 and 50,000 shares of the Company’s common stock to certain officers of the Company and its subsidiaries. All such granted options will vest over seven years and expire in 2015, 2017, 2018 and 2019, respectively.

In 1999, the Company adopted a nonqualified employee stock option plan that authorizes the issuance of up to 1,800,000 shares of its common stock and expires in 2009.

Under all plans, options may be granted at a price not less than the fair market value of the stock at the date of the grant.

A summary of the award activity under the stock option plans as of June 30, 2009 and changes during the six-month period is presented below:

	Shares (in thousands)		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value (In thousands)

Outstanding — January 1, 2009	2,330		$	6.19

Granted	50		2.60
Exercised	(2	)	2.92
Cancelled	(8	)	25.00

Outstanding — June 30, 2009	2,370		$	6.06	4.90 years	—

Vested or expected to vest at June 30,2009	1,813		$	5.72	4.62 years	—

Exercisable at June 30, 2009	1,586		$	5.16	3.40 years	—

The total intrinsic value of options exercised during the three and six month periods ended June 30, 2009 was $0 and $1,000, respectively. The total intrinsic value of options exercised during the three and six month periods ended June 30, 2008 was $0 and $61,000, respectively. The total fair value of shares vested during the three and six month periods ended June 30, 2009 was $204,000 and $307,000, respectively. The total fair value

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of shares vested during the three and six month periods ended June 30, 2008 was $230,000 and $279,000, respectively.

As of June 30, 2009, there was $2,112,000 of total unrecognized compensation cost related to non-vested share-based compensation awards granted under the stock option plans. That cost is expected to be recognized over a weighted-average period of 2.69 years. The Company received $7,000 and $12,000 cash from the exercise of stock options during the six month periods ended June 30, 2009 and 2008, respectively.

For the three and six month periods ended June 30, 2009, stock based compensation expense reduced income before taxes by $152,000 and $303,000 and reduced net income by $89,000 and $176,000. This additional expense reduced both basic and diluted earnings per share by $0.01 for the three months ended June 30, 2009, and reduced both basic and diluted earnings per share by $0.01 for the six months ended June 30, 2008. Cash provided by operating activities and cash provided by financing activities were not impacted during the first six months of 2009 as there were no excess tax benefits from the exercise of stock options.

For the three and six month periods ended June 30, 2008, stock based compensation expense reduced income before taxes by $121,000 and $237,000 and reduced net income by $70,000 and $137,000. This additional expense reduced both basic and diluted earnings per share by $0.01 for the three months ended June 30, 2008, and reduced both basic and diluted earnings per share by $0.01 for the six months ended June 30, 2008. Cash provided by operating activities decreased by $25,000 and cash provided by financing activities increased by an identical amount for the first six months of 2008 related to excess tax benefits from the exercise of stock options.

NOTE 8: Income Taxes

The Company accounts for income taxes by recognizing deferred tax assets and liabilities based upon temporary differences between the financial reporting and tax basis of its assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets when it is more-likely-than-not that a portion or all of the deferred tax assets will not be realized.

During the second quarter of 2009, the Company updated its analysis of whether a valuation allowance should be recorded against its deferred tax assets. Accounting literature states that a deferred tax asset should be reduced by a valuation allowance if, based on the weight of all available evidence, it is more likely than not (a likelihood of more than 50%) that some portion or the entire deferred tax asset will not be realized. The determination of whether a deferred tax asset is realizable is based on weighting all available evidence, including both positive and negative evidence. In making such judgments, significant weight is given to evidence that can be objectively verified. During the second quarter of 2009, the estimated realization period for the deferred tax asset based on forecasts of future earnings extended further into the 20-year carryforward period compared to the realization period forecasted in the first quarter of 2009. This extended realization period, combined with the objective evidence of a two-year cumulative loss position, the impact of the correction of the allowance for loan loss, and continued near-term losses represent significant negative evidence that caused the Company to conclude that a $50,964,000 deferred tax valuation allowance was required at June 30, 2009. Of this amount, $20,670,000 represents previously recognized deferred tax benefits where the Company has determined they can no longer meet the more likely than not threshold for recognizing this asset. To the extent that the Company generates taxable income in a given quarter, the valuation allowance may be reduced to fully or partially offset the corresponding income tax expense. Any remaining deferred tax asset valuation allowance will ultimately reverse through income tax expense when the Company can demonstrate a sustainable return to profitability that would lead management to conclude that it is more likely than not that the deferred tax asset will be utilized during the 20-year carryforward period.

The Company’s effective tax rate for the three and six months ended June 30, 2009 was 7.07% and 4.2%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2008 was (43.9)% and (44.4)%, respectively. The change in the effective tax rate is primarily due to the increase in the valuation allowance associated with the net operating losses incurred during the three and six months ended June 30, 2009.

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NOTE 9: Commitments and Contingencies

As of June 30, 2009, the Bank had a total of $13,944,000 in standby and commercial letters of credit outstanding. No significant losses are anticipated as a result of these transactions.

NOTE 10: Comprehensive Income

The Company’s comprehensive income includes all items which comprise net income plus the unrealized holding (losses) gains on available-for-sale securities. For the three and six month periods ended June 30, 2009 and 2008, the Company’s comprehensive loss, net of taxes, was as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	2009 (Restated)			2008			2009 (Restated)			2008
	(Dollars in Thousands)

Net loss	$	(110,782	)	$	(18,513	)	$	(114,019	)	$	(13,778	)
Other comprehensive income (loss)	(24		)	(242		)	301			(166		)

Total comprehensive loss	$	(110,806	)	$	(18,755	)	$	(113,718	)	$	(13,944	)

NOTE 11: Operating Segment Reports

Management has evaluated the Company’s overall operation and determined that its business consists of certain reportable business segments as of June 30, 2009 and 2008: core banking operations, the administrative services in relation to TAS (as defined below), and Trust Services. The following describes these three business segments:

Core Bank Operations - The principal business activities of this segment are attracting funds from the general public and originating commercial and real estate loans for small and midsize businesses in Southern California. This segment’s primary sources of revenue are interest income from loans and investment securities and fees earned in connection with loans and deposits. This segment’s principal expenses consist of interest paid on deposits, personnel, and other general and administrative expenses. Core banking services also include the Bank’s merchant services operations, which provide credit card deposits and clearing services to retailers and other credit card accepting businesses and which generates fee income.

Trust Administrative Services - The principal business activity of the Bank’s division, Trust Administration Services (referred to as “Administrative Services” or “TAS”) is providing administrative services for self-directed retirement plans. The primary source of revenue for this segment is fee income from self-directed accounts. The segment’s principal expenses consist of personnel, rent, data processing and other general and administrative expenses.

Trust Services - The principal business activity of this segment is providing trust services for living trusts, investment agency accounts, IRA rollovers, and all forms of court-related matters. The primary source of revenue for this segment is fee income. The segment’s principal expenses consist of personnel, data processing, professional service expenses, and other general and administrative expenses.

Total assets of TAS at June 30, 2009 and December 31, 2008 were $956,000 and $951,000, respectively and total assets of Trust Services at June 30, 2009 and December 31, 2008 were $78,000 and $72,000, respectively. The remaining assets reflected on the condensed consolidated balance Sheets of the Company are associated with core banking operations.

A table showing the net income (loss) for the core banking operations, administrative services, and trust services for the three and six-month periods ended June 30, 2009 and 2008(in thousands).

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	Three Month Period Ended June 30, 2009 (Restated)
	Core Banking Operations			Administrative Services			Trust Services		Combined Operations

Net interest income	$	14,399							$	14,399
Provision for loan losses	101,005								101,005
Other operating income	1,006			$	657		$	515	2,178
Other operating expenses	17,925			813			305		19,043
Provision (benefit) for income taxes	7,288			(65		)	88		7,311

Net income (loss)	$	(110,813	)	$	(91	)	$	122	$	(110,782	)

	Three Month Period Ended June 30, 2008
	Core Banking Operations			Administrative Services			Trust Services		Combined Operations

Net interest income	$	24,117							$	24,117
Provision for loan losses	44,743								44,743
Other operating income	1,238			$	670		$	573	2,481
Other operating expenses	13,684			887			286		14,857
Provision (benefit) for income taxes	(14,518		)	(91		)	120		(14,489		)

Net income (loss)	$	(18,554	)	$	(126	)	$	167	$	(18,513	)

	Six Month Period Ended June 30, 2009 (Restated)
	Core Banking Operations			Administrative Services			Trust Services		Combined Operations

Net interest income	$	30,351							$	30,351
Provision for loan losses	108,505								108,505
Other operating income	1,980			$	1,223		$	1,076	4,279
Other operating expenses	33,198			1,709			626		35,533
Provision (benefit) for income taxes	4,626			(204		)	189		4,611

Net income (loss)	$	(113,998	)	$	(282	)	$	261	$	(114,019	)

	Six Month Period Ended June 30, 2008
	Core Banking Operations			Administrative Services			Trust Services		Combined Operations

Net interest income	$	50,513							$	50,513
Provision for loan losses	55,533								55,533
Other operating income	5,203			$	1,277		$	1,172	7,652
Other operating expenses	25,191			1,622			586		27,399
Provision (benefit) for income taxes	(11,090		)	(145		)	246		(10,989		)

Net income (loss)	$	(13,918	)	$	(200	)	$	340	$	(13,778	)

In addition, the operations of the administrative services positively affect the results of core banking operations by providing a source of low-cost deposits.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The financial information in this item has been updated to reflect the restatement as discussed in the explanatory note to this Form-10Q/A and in Note 2 to our condensed consolidated financial statements contained elsewhere in this document.

SUMMARY

First Regional Bancorp did not conduct any significant business activities independent of First Regional Bank. The following discussion and analysis relates primarily to the Bank.

For a more complete understanding of the Company and its operations reference should be made to the financial statements included in this report and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Certain statements in this report on Form 10-Q constitute “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 management 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 management’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 Bancorp conducts its operations. For additional information concerning these factors, see “Item 1. Business” contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008.

The Company has established various accounting policies, which govern the application of accounting principles generally accepted in the United States of America in the preparation of the Company’s financial statements. Certain accounting policies involve significant judgments and assumptions by management, which have a material impact on the carrying value of assets and liabilities; management considers such accounting policies to be critical accounting policies. The judgments and assumptions used by management are based on historical experience and other factors, which are believed to be reasonable under the circumstances. Because of the nature of the judgments and assumptions made by management, actual results could differ from these judgments and estimates that could have a material impact on the carrying values of assets and liabilities and the results of operations of the Company. The Company believes the allowance for loan losses is a critical accounting policy that requires the most significant judgments and estimates used in the preparation of its condensed consolidated financial statements. In estimating the allowance for loan losses, management utilizes historical experience as well as other factors including the effect of changes in the local real estate market on collateral values, the effect on the loan portfolio of current economic indicators and their probable impact on borrowers and increases or decreases in nonperforming and impaired loans. Changes in these factors may cause management’s estimate of the allowance to increase or decrease and result in adjustments to the Company’s provision for loan losses. Other accounting policies that require significant judgment and assumptions by management include the provision for income taxes, evaluation of investments for other than temporary impairment and stock-based compensation.

As of June 30, 2009 total assets were $2,286,994,000 compared to $2,465,141,000 at December 31, 2008, a decrease of $178,147,000 or 7.2% and the June 30, 2009 asset level represents a $185,394,000 (7.5%) decrease over the $2,472,388,000 that existed on the same date in 2008. The Company has made a deliberate effort to reduce total assets and net loans in concert with our ongoing program of shrinking the asset base. Total deposits decreased by $119,373,000 or 5.6%, from $2,129,972,000 at the end of 2008 to $2,010,599,000 at June 30, 2009. While overall deposits decreased, the deposit decline was centered in time deposits, a $57,141,000 (5.2%) decrease and money market deposits, a $96,097,000 (15.8%) decrease, while non-interest bearing deposits and other deposits experienced an increase. There were several changes in the composition of the Bank’s assets during the first six months of 2009. The Bank’s loan portfolio decreased significantly by $170,793,000 during the six-month period, bringing the Bank’s total loans, net of allowance for losses and deferred loan fees, to $2,086,686,000 at June 30, 2009 from the December 31, 2008 total of $2,257,479,000. Reflecting the current severe economic conditions for the six months ended June 30, 2009, First Regional has made $108,505,000 in provisions to its allowance for loan losses and charged off a total of

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$108,739,000 in loans. These transactions brought the loan loss allowance to $61,403,000 or 2.86% of gross loans at June 30, 2009. Non-performing assets as of the same date totaled $353,473,000, or 16.29% of gross loans, net of charge-offs, including other real estate owned of $21,312,000, compared to $120,668,000 at December 31, 2008. The combined effect of the decrease in loans and the decrease in deposits was a slight decrease in the level of total liquid assets (cash and due from banks, Federal funds sold and investment securities). Investment securities and interest-bearing deposits in financial institutions increased by $14,273,000, while cash and cash equivalents (cash and due from banks and Federal funds sold), decreased by $18,757,000 in order to accommodate the changes that took place in the rest of the balance sheet.

The Company had a net loss of $110,782,000 in the three months ended June 30, 2009, compared to a net loss of $18,513,000 in the second quarter of 2008. The results for the six months ended June 30, 2009 was a net loss of $114,019,000 compared to a net loss of $13,778,000 for the corresponding period of 2008, a decrease of 728%.

NET INTEREST INCOME

Net interest income is the excess of interest income earned on interest-earning assets over interest expense incurred on interest-bearing liabilities. Interest income and interest expense are determined by the average volume of interest-bearing assets or liabilities, and the average rate of interest earned or paid on those assets or liabilities. In contrast to the first six months of 2008, in the first six months of 2009 there was a decrease in interest earning assets, including loans. The Bank’s core loan portfolio decreased during the first six months of 2009.

Total interest income decreased by $11,620,000 (32%) for the second quarter of 2009 compared to the same period in 2008, and decreased by $24,202,000 (31%) for the six-month period ended June 30, 2009 compared to the same period in 2008 although total average earning assets were higher (6%) in 2009 than in 2008. The majority of the decrease in interest income arises from a substantial decrease of $11,508,000 (32%) in interest on loans from $24,449,000 for the three months ended June 30, 2009 compared to $35,957,000 for the same period in 2008. Although interest income decreased primarily due to the Federal Reserve’s series of interest rate decreases, it also decreased due to a decrease in the loan portfolio of $194,918,000 (9%) and the increase in non-performing assets from $32,861,000 to $353,473,000 from June 30, 2008 to June 30, 2009. For the three months ended June 30, 2009 interest expense on deposits increased by $101,000 (1%) to $9,538,000 from the 2008 level of $9,437,000 and for the six months ended June 30, 2009 interest expense on deposits increased by $309,000 (2%) to $20,813,000 from the 2008 level of $20,504,000 primarily due an increase in total deposits of $28,847,000 (1%) from June 30, 2008 to June 30, 2009, but partially offset by the Federal Reserve’s series of interest rate decreases. The increases in deposits were primarily in time deposits, while demand deposits also showed increases and other deposits and money market accounts decreased. For the three months ended June 30, 2009 interest expense on subordinated debentures decreased by $411,000 (34%), to $813,000 from the 2008 level of $1,224,000 due to a decrease in interest rates during the period. For the six months ended June 30, 2009 interest expense on subordinated debentures decreased by $1,063,000 (37%), to $1,777,000 from the 2008 level of $2,840,000 due to a decrease in interest rates during the period. For the three months ended June 30, 2009 interest expense on FHLB advances decreased by $1,568,000 (96%), to $60,000 from the 2008 level of $1,628,000 due to a combination of a decrease of $100,000,000 in FHLB advances at June 30, 2009 compared to June 30, 2008 and a decrease in interest rates during the period. For the six months ended June 30, 2009 interest expense on FHLB advances decreased by $3,254,000 (98%), to $82,000 from the 2008 level of $3,336,000 due to the decrease in FHLB advances compared to the prior year and due to a decrease in interest rates during the period. The net result was a decrease in net interest income of $9,718,000 (40%), from $24,117,000 in the second quarter of 2008 to $14,399,000 for the second quarter of 2009 and a decrease in net interest income of $20,162,000 (40%), from $50,513,000 for the six months ended June 30, 2008 to $30,351,000 for the first six months of 2009.

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Interest Rates and Interest Differential

The following table sets forth the average daily balances outstanding for major categories of interest earning assets and interest bearing liabilities and the average interest rates earned and paid thereon:

	For the Three Month Period Ended June 30,
	2009 (Restated)						2008
	Average Balance		Interest Income (2)		Average Yield/ Rate %		Average Balance		Interest Income (2)		Average Yield/ Rate %
	(Dollars in Thousands)

Interest Earning Assets:

Loans (1)	$	2,277,383	$	24,449	4.3	%	$	2,293,118	$	35,957	6.3	%

Interest bearing deposits in financial institutions	10,312		14		0.5	%	5,203		51		3.9	%

Investment securities	26,036		330		5.1	%	24,699		317		5.2	%

Federal funds sold	34,413		17		0.2	%	21,240		105		2.0	%

Total Interest Earning Assets	$	2,348,144	$	24,810	4.2	%	$	2,344,260	$	36,430	6.3	%

	For the Three Month Period Ended June 30,
	2009 (Restated)						2008
	Average Balance		Interest Expense		Average Yield/ Rate %		Average Balance		Interest Expense		Average Yield/ Rate %
	(Dollars in Thousands)

Interest Bearing Liabilities:

Other deposits	$	50,483	$	55	0.4	%	$	72,865	$	287	1.6	%

Money market accounts	517,453		1,449		1.1	%	888,391		4,684		2.1	%

Time Deposits	1,091,262		8,034		3.0	%	469,121		4,466		3.8	%

Subordinated debentures	100,517		813		3.2	%	100,517		1,224		4.9	%

FHLB advances	71,420		60		0.3	%	289,385		1,628		2.3	%

Other borrowings	—		—		0.0	%	3,520		24		2.7	%

Total Interest Bearing Liabilities	$	1,831,135	$	10,411	2.3	%	$	1,823,799	$	12,313	2.7	%

(1)	This figure reflects total loans, including non-accrual loans, and is not net of the allowance for losses, which had an average balance in the second quarter of $73,669,000 in 2009 and $41,154,000 in 2008 and is not net of deferred loan fees, which had an average balance in the second quarter of $3,649,000 in 2009 and $7,001,000 in 2008.

(2)	Includes loan fees in the second quarter of $1,044,000 in 2009 and $2,245,000 in 2008.

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	For the Six Month Period Ended June 30,
	2009 (Restated)						2008
	Average Balance		Interest Income (2)		Average Yield/ Rate %		Average Balance		Interest Income (2)		Average Yield/ Rate %
	(Dollars in Thousands)

Interest Earning Assets:

Loans (1)	$	2,302,286	$	52,296	4.6	%	$	2,211,408	$	76,253	6.9	%

Interest bearing deposits in financial institutions	6,180		26		0.9	%	6,120		123		4.0	%

Investment securities	25,324		641		5.1	%	24,756		676		5.5	%

Federal funds sold	53,084		60		0.2	%	15,033		173		2.3	%

Total Interest Earning Assets	$	2,386,874	$	53,023	4.5	%	$	2,257,317	$	77,225	6.9	%

	For the Six Month Period Ended June 30,
	2009 (Restated)						2008
	Average Balance		Interest Expense		Average Yield/ Rate %		Average Balance		Interest Expense		Average Yield/ Rate %
	(Dollars in Thousands)

Interest Bearing Liabilities:

Other deposits	$	51,034	$	127	0.5	%	$	66,694	$	553	1.7	%

Money market accounts	545,476		3,248		1.2	%	925,032		11,967		2.6	%

Time Deposits	1,140,506		17,438		3.1	%	385,592		7,984		4.2	%

Subordinated debentures	100,517		1,777		3.6	%	100,517		2,840		5.7	%

FHLB advances	47,943		82		0.3	%	255,582		3,336		2.6	%

Other borrowings	—		—		0.0	%	2,126		32		3.0	%

Total Interest Bearing Liabilities	$	1,885,476	$	22,672	2.4	%	$	1,735,543	$	26,712	3.1	%

(1)	This figure reflects total loans, including non-accrual loans, and is not net of the allowance for losses, which had an average balance in the first six months of $67,649,000 in 2009 and $33,174,000 in 2008 and is not net of deferred loan fees, which had an average balance in the first six months of $3,949,000 in 2009 and $7,199,000 in 2008.

(2)	Includes loan fees in the first six months of $2,328,000 in 2009 and $4,518,000 in 2008. The following table shows the net interest earnings and the net yield on average interest earning assets:

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	For the Three Month Period Ended June 30,						For the Six Month Period Ended June 30,
	2009 (Restated)			2008			2009 (Restated)			2008
	(Dollars in Thousands)

Total interest income (l)	$	24,810		$	36,430		$	53,023		$	77,225

Total interest expense	10,411			12,313			22,672			26,712

Net interest earnings	$	14,399		$	24,117		$	30,351		$	50,513

Average interest earnings assets	$	2,348,144		$	2,344,260		$	2,386,874		$	2,257,317

Average interest bearing liabilities	$	1,831,135		$	1,823,799		$	1,885,476		$	1,735,543

Net yield on average interest earning assets	2.5		%	4.1		%	2.6		%	4.5		%

(1)	Includes loan fees in the second quarter of $1,044,000 in 2009 and $2,245,000 in 2008 and first six months of $2,328,000 in 2009 and $4,518,000 in 2008.

The following table sets forth changes in interest income and interest expense. The net change as shown in the column “Net” is segmented into the change attributable to variations in volume and the change attributable to variations in interest rates. Non-performing loans are included in average loans. (as Restated)

	Net Increase (Decrease) For the Three Month Period Ended June 30,									Net Increase (Decrease) For the Six Month Period Ended June 30,
	2009 over 2008									2009 over 2008
	Volume			Rate			Net			Volume			Rate			Net
	(Dollars in Thousands)

Interest income (1)

Loans (2)	$	(244	)	$	(11,264	)	$	(11,508	)	$	3,300		$	(27,257	)	$	(23,957	)

Interest bearing deposits in financial institutions	31			(68		)	(37		)	1			(98		)	(97		)

Federal funds sold	195			(283		)	(88		)	(176		)	63			(113		)

Investment securities	18			(5		)	13			17			(52		)	(35		)

Total interest earning assets	$	—		$	(11,620	)	$	(11,620	)	$	3,142		$	(27,344	)	$	(24,202	)

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	Net Increase (Decrease) For the Three Month Period Ended June 30,									Net Increase (Decrease) For the Six Month Period Ended June 30,
	2009 over 2008									2009 over 2008
	Volume			Rate			Net			Volume			Rate			Net
	(Dollars in Thousands)

Interest Expense (1)

Other deposits	$	(69	)	$	(163	)	$	(232	)	$	(107	)	$	(319	)	$	(426	)

Money Market	(1,521		)	(1,714		)	(3,235		)	(3,771		)	(4,948		)	(8,719		)

Subordinated Debentures	—			(411		)	(411		)	—			(1,063		)	(1,063		)

Time Deposits	4,312			(744		)	3,568			10,899			(1,445		)	9,454

FHLB Advances	(736		)	(832		)	(1,568		)	(1,573		)	(1,681		)	(3,254		)

Other Borrowings	(12		)	(12		)	(24		)	(16		)	(16		)	(32		)

Total interest bearing liabilities	$	1,974		$	(3,876	)	$	(1,902	)	$	5,432		$	(9,472	)	$	(4,040	)

(1)	The change in interest due to both rate and volume has been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the change in each.

(2)	Includes loan fees in the second quarter of $1,044,000 in 2009 and $2,245,000 in 2008 and first six months of $2,328,000 in 2009 and $4,518,000 in 2008.

PROVISION FOR LOAN LOSSES

The allowance for loan losses is intended to reflect the known and unknown risks, which are inherent in a loan portfolio at the time of reporting. The adequacy of the allowance for loan losses is continually evaluated in light of many factors, including loan loss experience and current economic conditions. The allowance for loan losses is increased by provisions for loan losses, and is decreased by net charge-offs. Management believes the allowance for loan losses is adequate in relation to both existing and potential risks in the loan portfolio.

In determining the adequacy of the allowance for loan losses, management considers such factors as historical loan loss experience, known problem loans, evaluations made by bank regulatory authorities, assessment of economic conditions and other appropriate data to identify the risks in the loan portfolio.

The first major element includes a detailed analysis of the loan portfolio in two phases. The first phase is conducted in accordance with SFAS No. 114, “Accounting by Creditors for the Impairment of a Loan,” as amended by SFAS No. 118, “Accounting by Creditors for Impairment of a Loan — Income Recognition and Disclosures.” Individual loans are reviewed to identify loans for impairment. A loan is impaired when principal and interest are not expected to be collected in accordance with the original contractual terms of the loan. Impairment is measured as either the expected future cash flows discounted at each loan’s effective interest rate, the fair value of the loan’s collateral if the loan is collateral dependent, or an observable market price of the loan (if one exists). Upon measuring the impairment, the Bank will ensure an appropriate level of allowance is present or established.

Central to the first phase and the Bank’s credit risk management is its loan risk rating system. The originating credit officer assigns borrowers an initial risk rating, which is based primarily on a thorough analysis of each borrower’s financial capacity in conjunction with industry and economic trends. Approvals are made based upon the amount of inherent credit risk specific to the transaction and are reviewed for appropriateness by senior line and credit administration personnel. Credits are monitored by line and

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credit administration personnel for deterioration in a borrower’s financial condition, which would impact the ability of the borrower to perform under the contract. Risk ratings are adjusted as necessary.

Based on the risk rating system, specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates the probability that a loss has been incurred. Management performs a detailed analysis of these loans, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral and assessment of the guarantors. Management then determines the inherent loss potential and allocates a portion of the allowance for losses as a specific allowance for each of these credits.

The second phase is conducted by evaluating or segmenting the remainder of the loan portfolio into groups or pools of loans with similar characteristics in accordance with SFAS No. 5, “Accounting for Contingencies”. In this second phase, groups or pools of homogeneous loans are reviewed to determine a portfolio allowance. Additionally, groups of non-homogeneous loans, such as construction loans, are also reviewed to determine a portfolio allowance. The risk assessment process in this case emphasizes trends in the different portfolios for delinquency, loss, and other-behavioral characteristics of the subject portfolios.

The second major element in the Company’s methodology for assessing the appropriateness of the allowance consists of management’s considerations of all known relevant internal and external factors that may affect a loan’s collectibility. This includes management’s estimates of the amounts necessary for concentrations, economic uncertainties, the volatility of the market value of collateral, and other relevant factors. The relationship of the two major elements of the allowance to the total allowance may fluctuate from period to period.

Reflecting the Company’s ongoing analysis of the risks presented by its loan portfolio and concerns with the economic climate and its potential impact, the allowance for losses was $61,403,000 and $61,336,000 (or 2.85% and 2.64% of gross outstanding loans) at June 30, 2009 and December 31, 2008, respectively. There was a $101,005,000 total provision for loan losses primarily related to impaired loans, during the three month period ended June 30, 2009, compared to $44,743,000 including $43,468,000 related to impaired loans for the same period of 2008. There was a $108,505,000 total provision for loan losses primarily related to impaired loans, during the six-month period ended June 30, 2009, compared to $55,533,000 including $52,503,000 related to impaired loans for the same period of 2008. For the three and six months ended June 30, 2009, the Company generated net loan charge-offs of $108,067,000 and $108,739,000, respectively, compared to net loan charge-offs of $34,244,000 for both the three and six months ended June 30, 2008. The Company had loan recoveries of $80,000 and $18,000 during the six months ended June 30, 2009 and 2008, respectively.

The allowance for loan losses has been allocated to the major categories of loans as set forth in the following table. The allocations are estimates based upon historical loss experience and management judgment. The allowance for loan losses should not be interpreted as an indication that charge-offs will occur in these amounts or proportions, or that the allocation indicates future charge-off trends. Furthermore, the portion allocated to each loan category is not the total amount available for future losses that might occur within such categories, since even in this allocation is an unallocated portion, and, as previously stated, the total allowance is applicable to the entire portfolio (dollar amounts in the following table are in thousands).

	June 30, 2009 (Restated)				December 31, 2008
	Allowance for Loan Losses		Ratio of Loans to Total Loans		Allowance for Loan Losses		Ratio of Loans to Total Loans
Commercial	$	3,148	11	%	$	15,121	12	%
Real Estate	37,425		64	%	22,737		62	%
Real Estate Construction	20,830		25	%	23,478		26	%
Government Guaranteed	—		—		—		—
Other	—		—		—		—
Unallocated	—		—		—		—

Total	$	61,403	100	%	$	61,336	100	%

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Loans are determined to be impaired when it is determined probable that the bank will be unable to collect all the contractual interest and principal payments as scheduled in the loan agreement. Impaired loans include both non-performing and performing assets. Per banking industry convention, non-performing assets consist of loans past due 90 or more days and still accruing interest, loans on non-accrual status, and other real estate owned (“OREO”). As of June 30, 2009 First Regional had $7,879,000 in loans past due 90 or more days which were still accruing interest, and $21,312,000 in other real estate owned. The Company’s non-performing assets as of June 30, 2009, which consist of loans on non-accrual status, loans past due 90 days or more and still accruing interest, and other real estate owned, were as follows:

	June 30, 2009 (Restated)			December 31, 2008
Asset Type	Number of Loans	Amount		Number of Loans	Amount

Loans On Non-Accrual Status:
Land Loans	18	$	67,880,000	4	$	22,506,000
Construction Loans	12	134,709,000		5	39,297,000
Commercial real estate loans	8	31,679,000		8	16,357,000
Apartment loans	12	59,021,000		0	—
Residential loan	3	8,207,000		1	7,096,000
Condominium complexes	4	13,077,000		0	—
Unsecured Loans	14	9,709,000		5	7,261,000

Net Non-Accrual Loans		324,282,000			92,517,000

90 or More Days Past Due:
Land loans	1	3,400,000		3	14,200,000
Apartment loan	—	—		1	4,340,000
Commercial real estate loan	1	4,251,000		—	—
Unsecured loan	3	228,000		—	—

Total Loans Past Due 90 days or more		7,879,000			18,540,000

Total Non-Performing Loans		$	332,161,000		$	111,057,000

Other Real Estate Owned, Net:
Land	5	5,770,000		3	2,908,000
Apartment	1	5,311,000		1	3,444,000
Condominium conversion	—	—		1	3,259,000
Residential loan	1	3,931,000		—	—
Construction loan	1	6,300,000		—	—

Total Other Real Estate Owned, Net		21,312,000			9,611,000

Total Non-Performing Assets		$	353,473,000		$	120,668,000

Performing assets that are considered impaired due to concerns with the economic climate consist of the following:

	June 30, 2009 (Restated)			December 31, 2008
Asset Type	Number of Loans	Amount		Number of Loans	Amount

Apartment loans	9	$	67,887,000	10	$	60,883,000
Land loan	1	25,220,000		1	4,831,000
Commercial real estate loans	3	31,223,000		—	—
Unsecured loans	4	1,483,000		1	24,221,000
Construction loan	1	1,806,000		1	14,198,000

Total Performing Assets Considered Impaired		$	127,619,000		$	104,133,000

Total Performing and Non-Performing Loans Considered Impaired		$	459,780,000		$	215,190,000

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Thus, at June 30, 2009 and December 31, 2008, the Company has identified non-performing and performing loans, net of charge-offs, totaling $459,780,000 and $215,190,000, which it concluded were impaired. These loans are principally secured by real estate or other guarantees. The Company’s policy is generally to discontinue the accrual of interest income on non-performing impaired loans, and to recognize income on such loans only after the loan principal has been repaid in full. The Company has established a loss reserve for each of the performing and non-performing impaired loans, which at June 30, 2009 and December 31, 2008 totaled $39,795,000 and $32,264,000 for the loans as a group.

Other real estate owned includes properties acquired through foreclosure. The Company had five (5) OREO properties December 31, 2008. During the first six months of 2009, the Company acquired five (5) OREO properties and sold two (2) OREO properties for a total of eight (8) OREO properties at June 30, 2009.

At June 30, 2009, the Company has identified loans having an aggregate average balance of $269,179,000, which it concluded were impaired under SFAS No. 114. By comparison, at June 30, 2008, the Company had identified loans having an aggregate average balance of $68,702,000, which it concluded were impaired under SFAS No. 114. Specific allowances are established in cases where management has identified significant conditions or circumstances related to a credit that management believes indicates the probability of impairment. Management performs a detailed analysis of these loans, including, but not limited to, cash flows, appraisals of the collateral, conditions of the marketplace for liquidating the collateral and assessment of the guarantors. Management then determines the inherent loss potential and allocates a portion of the allowance for losses and or charges off a portion of the balance for each of these credits.

OTHER OPERATING INCOME

Other operating income decreased to $2,178,000 in the second quarter of 2009 from $2,481,000 in the three months ended June 30, 2008. For the first six months of 2009 other operating income also decreased to $4,279,000 from $7,652,000 for the first six months of 2009. During the first quarter of 2008, the Company realized a gain of $2,758,000 on the redemption of restricted stock of Visa Inc. The Bank’s Trust Administration Services division, which provides administrative and custodial services to self-directed retirement plans, had revenue, which decreased to $657,000 for the second quarter of 2009 and $1,223,000 for the six months ended June 30, 2009 in contrast with $670,000 in the second quarter of 2008 and $1,277,000 in the first six months of 2008. The Bank’s Trust Department, that provides trust services for living trusts, investment agency accounts, IRA rollovers, and all forms of court-related matters, had revenue of $515,000 and $1,076,000 in the three and six months ended June 30, 2009 and revenue of $573,000 and $1,172,000 during three and six months ended June 30, 2008. The Bank’s merchant services operation, which provides credit card deposit and clearing services to retailers and other credit card accepting businesses, had revenue that totaled $426,000 for the second quarter of 2009 and $799,000 for the six months ended June 30, 2009 in contrast with $403,000 for the second quarter of 2008 and $800,000 for the six months ended June 30, 2008. During the first six months of 2009 no gains of or losses on sales of premises and equipment were realized. In contrast, during the first six months of 2008 gains of $3,000 and no losses on sales of premises and equipment were realized. During the first six months of 2008, the Company realized a gain of $2,758,000 on the redemption of restricted stock of Visa Inc. No losses on securities sales were realized in the first six months of 2009 or 2008. During the first six months of 2009, a net gain of $68,000 was realized on the sale of the two OREO properties. No OREO properties were sold during the first six months of 2008.

OTHER OPERATING EXPENSES

Overall operating expenses increased in the first six months of 2009 compared to the same period of 2008. Operating expenses rose to a total of $19,043,000 for the second quarter of 2009 from $14,857,000 for the three months ended June 30, 2008. For the six months ended June 30, 2009 operating expenses totaled $35,533,000, an increase from $27,399,000 for the corresponding period in 2008. Included in other operating expenses during the first quarter of 2008 is a reversal of a litigation accrual of $2,232,000 further described below.

Salary and related benefits decreased by $251,000 (3.0%), declining from a total of $8,487,000 for the second quarter of 2008 to $8,236,000 for the same period in 2009, and for the six months ended June 30, 2009 decreased to $17,052,000 from $17,973,000 for the

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six month period in 2008. The six-month period decrease in this expense category principally reflects decreases in staffing and also reflects employee incentive adjustments. Occupancy expense rose to $2,022,000 for the six months ended June 30, 2009 from $1,923,000 in the same period of 2008. The increase reflects the rent paid on additional space at the various facilities which house the Bank’s headquarters and many of the regional offices. The total of all other operating expenses rose in 2009 compared to the prior year, increasing from $7,503,000 for the first six months of 2008 to $16,459,000 for the same period of 2009 and increased from $5,416,000 in 2008 to $9,776,000 for the second quarter of 2009.

The FDIC assessment increased to $3,908,000 in the second quarter of 2009, compared to $485,000 in the second quarter of 2008. The FDIC assessment increased to $6,307,000 for the first six months of 2009 compared to $969,000 during the first six months of 2008. On May 22, 2009, the FDIC adopted a rule designed to replenish the deposit insurance fund. This rule establishes a special assessment of five basis points (“bps”) on each FDIC-insured depository institution’s assets minus its Tier 1 capital, with a maximum assessment not to exceed 10 bps of an institution’s domestic deposits. This special assessment was calculated based on asset levels at June 30, 2009 and will be collected on September 30, 2009. Included in the FDIC assessment noted above, the Corporation recorded a charge of $1,000,000 in the second quarter of 2009 in connection with this assessment. Additionally, beginning April 1, 2009, the FDIC increased fees on deposits based on a revised risk-weighted methodology, which increased the base assessment rates. The FDIC has indicated that an additional special assessment of up to five bps may be necessary in the fourth quarter of 2009, but the amount of that assessment, if any, is uncertain.

During the fourth quarter of 2007, the Company recorded a charge of $2,232,000 for its share of contingent liabilities relating to settlement of lawsuits by Visa Inc. This charge was reversed in the first quarter of 2008 after the successful completion of the Visa Inc. initial public offering (“IPO”), where a portion of the proceeds from the IPO funded an escrow account expected to be used for litigation settlement/claims, reducing all other operating expenses.

The combined effects of the above-described factors resulted in a loss before taxes of $103,471,000 for the three months ended June 30, 2009 compared to a loss of $33,002,000 for the second quarter of 2008. For the six months ended June 30, 2009 the loss before taxes is $109,408,000 compared to a loss of $24,767,000 for the first six months of the prior year.

During the second quarter of 2009, the Company established a deferred tax valuation allowance of $50,964,000. Of this amount, $20,670,000 represents previously recognized deferred tax benefits where the Company has determined they can no longer meet the more likely than not threshold for recognizing this asset. The remainder of the valuation allowance is associated with deferred tax assets that are associated with the current year’s continued losses. During this quarter, the Company’s provision for taxes increased from a tax benefit of $14,489,000 in 2008 to a tax provision of $7,311,000 in 2009. For the six months ended June 30, 2009, the tax provisions were $4,611,000 compared to tax benefit of $10,989,000 in 2008. The effective tax rate for the six-month periods ended June 30, 2009 and 2008 are 4.2% and (44.4%), respectively.

This brought net loss for the second quarter of 2009 to $110,782,000 compared to a net loss of $18,513,000 for the same period in 2008. For the six months ended June 30, net loss in 2009 was $114,019,000, while 2008 net income for the same period was $13,778,000.

INVESTMENT SECURITIES

The amortized cost and estimated fair values of securities available for sale as of June 30, 2009 and December 31, 2008 were as follows (dollars in thousands):

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	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value

June 30, 2009
U.S. Treasury Securities	$	2,248	$	1	$	—	$	2,249
U.S. Government sponsored Enterprise debt securities	23,712		1,041		—		24,753

	$	25,960	$	1,042	$	—	$	27,002

December 31, 2008
U.S. Treasury Securities	$	249	$	1	$	—	$	250
U.S. Government sponsored Enterprise debt securities	23,955		522		—		24,477

	$	24,204	$	523	$	—	$	24,727

At June 30, 2009 and December 31, 2008, no securities have been in a continuous unrealized loss position for greater than 12 months.

LOAN PORTFOLIO AND PROVISION FOR LOAN LOSSES

The loan portfolio consisted of the following at June 30, 2009 and December 31, 2008:

		June 30, 2009 (Restated)			December 31, 2008
		(Dollars in Thousands)

Commercial loans		$	227,559		$	276,885
Real estate construction loans		535,036			603,866
Land loans		208,290			249,468
Apartment loans		553,091			541,330
Other real estate loans		625,587			647,960
Government guaranteed loans		837			1,337
Other loans		1,193			2,601

Total loans		2,151,593			2,323,447

Less	– Allowances for loan losses	(61,403		)	(61,336		)
	– Deferred loan fees	(3,504		)	(4,632		)
Net loans		$	2,086,686		$	2,257,479

Government guaranteed loans represent loans for which the repayment of principal and interest is guaranteed by the U.S. government. The loans bear contractual interest at various rates tied to national prime lending rates.

The Bank’s lending is concentrated in real estate and businesses in Southern California. From time to time, this area has experienced adverse economic conditions. Future declines in the local economy or in real estate values may result in increased losses that cannot reasonably be predicted at this date. No industry constitutes a concentration in the Bank’s portfolio, except the real estate construction industry.

The Bank offers a full range of lending services including commercial, real estate, and real estate construction loans. The Bank has developed a substantial portfolio of short- and medium-term “mini-perm” first trust deed loans for income properties as well as specializing in construction lending for moderate-size commercial and residential projects. The Bank also offers commercial loans for commercial and industrial borrowers, which includes equipment financing as well as short-term loans. Typically, the Bank’s loans are floating rate tied to Wall Street Journal Prime, adjusting daily and have no prepayment penalties.

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Interest-only loans allow interest-only payments for a fixed period of time. The loans generally mature at the end of the interest-only period and require a balloon payment. At June 30, 2009 and December 31, 2008, the Company had $857,031,078 and $1,042,205,000 of short-and medium-term “mini-perm” first trust deed loans for income properties with interest-only payments that have a balloon payment at loan maturity. The Bank does not offer residential mortgage products, including negative amortization loans, or “option-ARMs”.

Certain customers of the Bank control various separate legal entities representing, in the aggregate, significant borrowing concentrations, including as much as $121,801,000 as of June 30, 2009. While each individual loan is separately and independently underwritten, and while the majority of such loans are secured by commercial real property and are performing, these borrowing concentrations nevertheless present certain risks.

Non-accrual loans, net of charge-offs, totaled $324,282,000 and $92,517,000 at June 30, 2009 and December 31, 2008, respectively. Loans which were past due by 90 days or more but not on non-accrual were $7,879,000 and $18,540,000 at June 30, 2009 and December 31, 2008, respectively. The Bank had $35,341,000 and $0 in troubled debt restructured loans as of June 30, 2009 and December 31, 2008, respectively. These restructured loans were various multifamily and one single family residence loans, and provided for forgiveness of principal and other concessions.

Allowance for unfunded loan commitments and lines of credit is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities, including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. The allowance for unfunded loan commitments and lines of credit is included in other liabilities in the accompanying condensed consolidated statements of financial condition. Net adjustments to the allowance for unfunded loan commitments and lines of credit are included in the provision for loan losses. At June 30, 2009 and December 31, 2008, the allowance for unfunded loan commitments and lines of credit was $149,000 and $370,000, respectively.

LIQUIDITY, SOURCES OF FUNDS, AND CAPITAL RESOURCES

Total liquid assets (cash and due from banks, investment securities, federal funds sold and interest bearing deposits in financial institutions) stood at 4.2% of total deposits at June 30, 2009. This level represents a increase from the 4.1% liquidity level, which existed on December 31, 2008. In addition, at June 30, 2009 some $15,837,000 of the Bank’s total assets consisted of government guaranteed assets, which represent a significant source of liquidity due to the active secondary markets which exist for these assets. The ratio of net loans (including government guaranteed loans) to deposits was 104% and 106% as of June 30, 2009 and December 31, 2008, respectively.

Because customer loan and deposit activity can be unpredictable, the bank maintains various supplemental funding sources, including borrowing lines with the Federal Home Loan Bank, the Federal Reserve Discount Window, and other lines of credit. The bank is a member of the Federal Home Loan Bank of San Francisco (FHLB), which provides an additional source for short and long-term funding. Borrowings from the FHLB were $110,000,000 at June 30, 2009. FHLB borrowings are secured by $658,988,000 in multifamily and commercial real estate loans available as collateral at the FHLB. As of June 30, 2009, the Bank has additional borrowing capacity at the Federal Home Loan Bank of $137,657,000 based upon

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collateral currently pledged. Subsequent to quarter end, the Bank initiated a line at the Federal Reserve Discount Window.

The bank believes that it has sufficient liquid assets and supplemental funding sources available to accommodate future brokered deposit outflows and customer activity that can reasonably be anticipated. Should the bank be unable, however, to accommodate future brokered deposit outflows or customer activity this would threaten the bank’s ability to remain viable.

Total shareholders’ equity was $36,739,000 and $150,147,000 as of June 30, 2009 and December 31, 2008, respectively. The Company’s and the Bank’s capital ratios for those dates in comparison with regulatory capital requirements were as follows:

	June 30, 2009		December 31, 2008

Leverage Ratio (Tier 1 Capital to Average Assets
Regulatory requirement	4.00	%	4.00	%
Company	1.98	%	8.19	%
Bank	5.46	%	9.19	%

The “regulatory requirement” listed represents the level of capital required for Adequately Capitalized status.

For the quarter ended June 30, 2009 the Bank’s Tier 1 leverage ratio was 5.46%, so the Bank is not in compliance with this requirement of the regulatory order. Based on their respective capital ratios as of June 30, 2009, the Company is considered “significantly undercapitalized” while the Bank is considered “undercapitalized.” The Bank will develop a Capital Restoration Plan to address this deficiency, which will likely contemplate several approaches to increasing the Bank’s capital to acceptable levels, including the possibilities of a rights offering to existing Company shareholders or the issuance of new Company shares to interested investors. There can be no assurances that these approaches will be successful. Should the Bank be unable to increase its capital to acceptable levels, or should its capital levels deteriorate further, the Bank could be subject to additional regulatory action.

In addition, bank regulators have issued risk-adjusted capital guidelines, which assign risk weighting to assets and off-balance sheet items and place increased emphasis on common equity. The Company’s and the Bank’s risk adjusted capital ratios for the dates listed in comparison with the risk adjusted regulatory capital requirements were as follows:

	June 30, 2009		December 31, 2008

Tier 1 Capital to Risk-Weighted Assets:
Regulatory requirement	4.00	%	4.00	%
Company	2.16	%	8.09	%
Bank	5.88	%	9.08	%

	June 30, 2009		December 31, 2008

Total Capital to Risk-Weighted Assets:
Regulatory requirement	8.00	%	8.00	%
Company	4.32	%	11.28	%
Bank	7.15	%	10.34	%

At the conclusion of an examination by the Federal Deposit Insurance Corporation (“FDIC”) and Department of Financial Institutions (“DFI”) of the Bank in 2007, the FDIC expressed concern regarding a previously unidentified BSA concern relating to the Bank’s program of providing custodial services to individual retirement accounts (IRAs) administered by non-bank third parties.

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order, the Bank concluded that it was advisable for the Bank to enter into, rather than undertake a formal challenge to, the requested cease and desist order. While the Bank believes it fully complied with this Cease and Desist Order, no assurance can be given that the FDIC will not require further action if the Bank fails to comply with the terms of the cease and desist order or otherwise fails to correct the deficiencies identified.

During February 2009, the Bank signed an order to cease and desist with the FDIC and the DFI to further strengthen the Bank’s operations. The agreement between the Bank and its regulators is expected to help guide the Bank in addressing the impacts of today’s challenging economic environment. The agreement formalizes many of the initiatives, which the Bank has already adopted, and provides useful milestones for measuring the Bank’s progress as it moves forward. The agreement includes valuable input from the FDIC and DFI in the development of this program, and also reflects our shared goals of achieving a strong and profitable institution.

The principle components of the agreement, and the status of the Bank’s compliance efforts, are as follows:

· Retain qualified management, and continue the active involvement of the board of directors in management of the Bank. The regulatory agreement calls for management to be evaluated based on its ability to comply with the agreement and restore the Bank to safe and sound condition. To the extent that management has not yet fully achieved these objectives, full compliance with the regulatory agreement has not yet been achieved.

The Bank’s existing management remains in place; no changes in management were suggested or required, and none have been made. The board of directors is maintaining its active involvement in the management of the Bank.

· Increase capital by $12 million, increase capital ratios based on a pre-determined schedule, and develop a comprehensive capital plan to assure compliance with that schedule. No dividends may be declared without prior regulatory approval.

The $12 million capital increase called for in the agreement, as well as a subsequent $5 million contribution, was made by First Regional Bancorp in the first quarter of 2009 using its existing cash reserves. The schedule referred to in the agreement calls for the Bank to increase its Tier 1 leverage ratio to 9.5% immediately, and to further increase it to 10% by September 30. For the quarter ended June 30, 2009 the Bank’s Tier 1 leverage ratio was 5.46%, so the Bank is not in compliance with this requirement of the regulatory order. The Bank will develop a Capital Restoration Plan to address this deficiency, which will likely contemplate several approaches to increasing the Bank’s capital to acceptable levels, including the possibilities of a rights offering to existing Company shareholders or the issuance of new Company shares to interested investors. There can be no assurances that these approaches will be successful. Should the Bank be unable to increase its capital to acceptable levels, or should its capital levels deteriorate further, the Bank could be subject to additional regulatory action.

No dividends have been declared by the Bank.

· Eliminate from the books any assets classified loss and a portion of any assets classified doubtful that have not already been charged-off or collected, and develop a comprehensive plan to reduce classified assets based on a pre-determined schedule.

This provision relates solely to the Bank’s classified assets as of June 30, 2008. The assets classified loss and the portion of the assets classified doubtful were eliminated from the Bank’s books by the end of 2008. The Bank developed a written plan to reduce the remaining classified assets, and has implemented it. The schedule referred to in the agreement calls for the Bank to reduce the classified assets from their original level of $218 million to $130 million by June 30, and to $110 million by September 30. As of June 30 the balance of these classified assets had been reduced to $73.5 million, meaning that the Bank has met both the June 30 and the September 30 goals. The Bank is continuing its efforts to collect all of the classified assets even though the goals contained in the agreement have already been met.

· Create and implement a plan to increase the diversification of the Bank’s lending activities.

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The Bank has adopted and implemented the diversification plan called for in the agreement. Under the plan, over time the Bank will reduce the amount of real estate lending it does, and increase its other types of lending. The Bank has also adopted revised policies limiting the permissible amount of credit that may be granted to a borrower and his related interests to 50% of Tier 1 capital until December 31, 2009, and to 25% of Tier 1 capital thereafter.

· Create and implement a comprehensive profit plan to improve the Bank’s earnings performance.

The profit plan called for in the agreement has been adopted and implemented. While profits are expected to remain under pressure for a time as the Bank deals with its problem assets, improvement is anticipated in the future.

· Update or revise the Bank’s written policies in the areas of credit administration and liquidity management.

Updated policies have been adopted by the board of directors for both of these functional areas and include a comprehensive liquidity contingency plan.

· Correct all violations of laws or regulations, and take action to prevent future violations.

Such violations included certain technical violations, such as regulations requiring a bank to prepare an updated evaluation of real property value, even for a loan extension made with no new money lent. The Bank is in the process of correcting all previous appraisal-related violations by obtaining an updated appraisal or by performing a collateral evaluation.

As evidenced above, the Bank has made progress thus far in complying with most aspects of the February 2009 regulatory agreement. The Bank will continue its efforts to achieve full compliance, especially in the areas of management, capital, and violations of laws and regulations.

In addition, First Regional Bancorp has entered into a written agreement with the Federal Reserve Bank of San Francisco which became effective on April 21, 2009. The Company is currently in full compliance with the agreement, and expects to remain so. The principle components of this agreement, and the status of the Company’s compliance efforts, are as follows:

· The Company shall not declare or pay dividends without prior regulatory approval

The Company has never declared or paid dividends in its history, and no dividends are anticipated at this time.

· The Company shall not take dividends or other forms of payment from First Regional Bank without prior regulatory approval.

No such payments are being sought at this time, and dividend payments by the Bank are already restricted under the terms of the Bank’s regulatory agreement.

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· The Company and its non-bank subsidiaries shall not make any distributions of principal, interest or other sums on subordinated debentures or trust preferred securities without prior regulatory approval.

In accordance with their terms, the Company has deferred payments on its outstanding trust preferred securities and the associated subordinated debentures.

· The Company and its non-bank subsidiaries shall not incur, increase, or guarantee any debt without prior regulatory approval.

No such debt transactions have occurred since the effective date of the agreement, and none are contemplated at this time.

· The Company shall not purchase or redeem stock without prior regulatory approval.

No shares have been purchased or redeemed since the effective date of the agreement, and no further purchases or redemptions are contemplated at this time.

· The Company shall develop and submit a revised written capital plan to maintain sufficient capital on a consolidated and a bank-only basis.

The revised plan was adopted and implemented. Based on recent operating results, however, the Company has failed to maintain sufficient capital on a consolidated and a bank-only basis. A Capital Restoration Plan will be developed to address this deficiency, which will likely contemplate several approaches to increasing capital to acceptable levels. There can be no assurances that these approaches will be successful. Should the Company or the Bank be unable to increase capital to acceptable levels, or should capital levels deteriorate further, the Company and/or the Bank could be subject to additional regulatory action.

As just described, the Company expects to achieve and maintain full compliance with its written agreement.

In the interest of preserving its remaining cash reserves, the Company intends to defer interest payments on its trust-preferred securities. The Company has the right to defer interest payments for up to five years under the indentures governing its various trust-preferred securities.

INFLATION

The impact of inflation on the Company differs significantly from other industries, since virtually all of its assets and liabilities are monetary. During periods of rising inflation, companies with net monetary assets will always experience a reduction in purchasing power. Inflation continues to have an impact on salary, supply, and rent expenses, but the rate of inflation in general and its impact on these expenses in particular has remained moderate in recent years.

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

There were no material changes outside of the ordinary course of business pertaining to contractual obligations during the quarter ended June 30, 2009.

BORROWINGS

Junior Subordinated Deferrable Debentures

During 2007, 2006, 2005, 2004, 2002 and 2001, the Company established First Regional Statutory Trusts I through VIII (collectively, the “Trusts”), statutory business trusts and wholly owned subsidiaries of the Company. The Trusts were formed for the sole purpose of issuing securities and investing the proceeds thereof in obligations of the Company and engaging in certain other limited activities.

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During 2007, 2006, 2005, 2004, 2002 and 2001, the Trusts issued Cumulative Preferred Capital Securities (the “Trust Securities”) in private placement transactions, which represent undivided preferred beneficial interests in the assets of the Trusts. Concurrent with the issuance of the Trust Securities, the Trusts purchased Junior Subordinated Deferrable Debentures (the “Debentures”) from the Company, which aggregated $100,517,000 at June 30, 2009 and at December 31, 2008. After each applicable issuance and purchase, the Company invested a substantial majority of the net proceeds from the applicable sale of Debentures in the Bank as additional paid-in capital to support the Bank’s future growth. The structure of these transactions enabled the Company to obtain additional Tier 1 capital for regulatory reporting purposes while permitting the Company to deduct the payment of future cash distributions for tax purposes. The debentures, must be redeemed within 30 years and are recorded in the liability section of the consolidated balance sheets in accordance with accounting principles generally accepted in the United States of America even though they are treated as capital for regulatory purposes. Holders of the debentures are entitled to receive cumulative cash distributions, payable quarterly in arrears, equal to three-month LIBOR plus an interest factor.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since customer deposits are the Company’s principal funding source outside of its capital, management has attempted to match rates of its deposits with its investment and loan portfolios as part of its liquidity and asset and liability management policies. The objective of these policies is to manage the Company’s interest rate sensitivity and limit the fluctuations of net interest income resulting from interest rate changes. The table which follows indicates the repricing or maturity characteristics of the major categories of the Bank’s assets and liabilities as of June 30, 2009, and thus the relative sensitivity of the Bank’s net interest income to changes in the overall level of interest rates.

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(In Thousands)

						One month			Six months			One year					Non-interest
	Floating		Less than			but less than			but less than			but less than			Five years		earning
Category	Rate		one month			six months			one year			five years			or more		or bearing			Total
Federal funds sold	$	18,710	$	0		$	0		$	0		$	0		$	0	$	0		$	18,710
Interest-bearing deposits in financial institutions	0		12,004			2,002			0			0			0		0			14,006
Investment securities	0		0			3,249			0			2,631			21,122		0			27,002
Subtotal	18,710		12,004			5,251			0			2,631			21,122		0			59,718

Loans, net of allowance for losses	1,936,224		2,005			40,035			72,407			36,015			0		0			2,086,686
Total earning assets	1,954,934		14,009			45,286			72,407			38,646			21,122		0			2,146,404

Cash and due from banks	0		0			0			0			0			0		24,065			24,065
Premises and equipment	0		0			0			0			0			0		4,524			4,524
Other real estate owned	0		0			0			0			0			0		21,312			21,312
Federal Home Loan Bank stock	7,359		0			0			0			0			0		0			7,359
Other assets	0		0			15,000			0			0			0		68,330			83,330
Total non-earning assets	7,359		0			15,000			0			0			0		118,231			140,590

Total assets	$	1,962,293	$	14,009		$	60,286		$	72,407		$	38,646		$	21,122	$	118,231		$	2,286,994

Federal Home Loan Bank advances	$	110,000	$	0		$	0		$	0		$	0		$	0	$	0		$	110,000
Federal Funds Purchased	0		0			0			0			0			0		0			0
Subtotal	110,000		0			0			0			0			0		0			110,000

Other deposits	52,960		0			0			0			0			0		0			52,960
Money market deposits	514,028		0			0			0			0			0		0			514,028
Time deposits	0		154,699			577,027			178,299			134,153			0		0			1,044,178
Subordinated debentures	0		0			100,517			0			0			0		0			100,517
Total interest bearing liabilities	676,988		154,699			677,544			178,299			134,153			0		0			1,821,683

Demand deposits	0		0			0			0			0			0		399,433			399,433
Other liabilities	0		0			0			0			0			0		29,139			29,139
Shareholders’ equity	0		0			0			0			0			0		36,739			36,739
Total non-interest bearing liabilities and shareholders’ equity	0		0			0			0			0			0		465,311			465,311

Total liabilities and shareholders’ equity	$	676,988	$	154,699		$	677,544		$	178,299		$	134,153		$	0	$	465,311		$	2,286,994

GAP	$	1,285,305	$	(140,690	)	$	(617,258	)	$	(105,892	)	$	(95,507	)	$	21,122	$	(347,080	)	$	0

Cumulative GAP	$	1,285,305	$	1,144,615		$	527,357		$	421,465		$	325,958		$	347,080	$	0		$	0

As the table indicates, the vast majority of the Company’s assets are either floating rate or, if fixed rate, have short maturities. Since the yields on these assets quickly adjust to reflect changes in the overall level of interest rates, there are no significant unrealized gains or losses with respect to the Company’s assets, nor is there much likelihood of large realized or unrealized gains or losses developing in the future.

The Bank’s investment portfolio continues to be composed of high quality, low risk securities, including U.S. Treasury or Government Sponsored Enterprises debt securities. The balance of the Bank’s investment portfolio contains investments that qualify for CRA investment status. No gains or losses on securities sales were realized in the first six months of 2009. By comparison, during the first six months of 2008, the Company realized a gain of $2,758,000 on the redemption of restricted stock of Visa Inc., and no losses were recorded on securities sales in the first six months of 2008. As of June 30, 2009 the Bank’s investment portfolio contained $1,042,000 gross unrealized gains and no gross unrealized losses, a net gain of $1,042,000, for unrealized gains of $604,000 net of tax

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benefit. By comparison, at June 30, 2008 the Company’s investment portfolio contained $158,000 gross unrealized gains and gross unrealized losses of $186,000, for net unrealized losses of $16,000 net of tax benefit. Because the Company’s holdings of securities are intended to serve as a source of liquidity should conditions warrant, the securities have been classified by the Company as “available for sale,” and thus unrealized gains and losses have no effect on the Company’s income statement.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer previously concluded that our disclosure controls and procedures were effective as of June 30, 2009 and management reported that there was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2009 that materially affected, or was reasonably likely to materially affect, our internal control over financial reporting.

As a result of the restatement of our financial statements as discussed in Note 2 to the accompanying unaudited condensed consolidated financial statements a re-evaluation was performed as of June 30, 2009 under the supervision and with the participation of the Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon this evaluation, the Registrant’s Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures were not effective as of June 30, 2009, to ensure that information required to be disclosed in the reports the Registrant files and submits under the Exchange Act are recorded, processed, summarized and reported as and when required due to a material weakness in our internal control over financial reporting.

Our conclusion was primarily related to our review and reassessment of management’s policies and procedures for the monitoring and timely evaluation of and revision to management’s approach for assessing credit risk inherent in the loan portfolio to reflect changes in the economic environment in the allowance for loan losses.

The Company has restated its condensed consolidated financial statements as of and for the three and six months ended June 30, 2009 in this Form-10Q/A as discussed in Note 2 to those financial statements. The Company has taken certain other remedial actions as of the date of filing of this Form-10Q/A and believes that the condensed consolidated financial statements included in this Form-10Q/A present fairly, in all material respects, the Company’s financial position, results of operations, and cash folws to the periods presented.

Changes in Internal Control Over Financial Reporting

The Company has identified a material weakness as described above. There were no other changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Remediation Steps to Address Material Weakness

As of the date of this amended filing, the Company is in the process of establishing new policies and procedures with respect to how the allowance for loan losses are established and disclosed.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Litigation

In the ordinary course of business, the Company and the Bank are involved in litigation. Management does not expect the ultimate outcome of any pending legal proceedings to have a material effect on the Company’s financial position or results of operations.

ITEM 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors associated with First Regional’s business activities, which are discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008. These include risks associated with the Company’s financial and operating results and with an investment in the Company’s common stock, and have not changed materially from those disclosed in the Annual Report on Form 10-K for the year ended December 31, 2008, and updated in the quarterly report on Form 10-Q for the period ended March 31, 2009.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held its Annual Meeting of Shareholders on May 21, 2009.

Election of Directors

Three Class 1 Directors were elected as follows (Class 2 Directors serve until the 2010 Annual Meeting):

Class 1	Votes For	Votes Against or Withheld

Gary M. Horgan	10,023,678	1,442,408
Thomas E. McCullough	10,058,584	1,407,502
Richard E. Schreiber	11,093,051	373,035

The term of office of all Class 2 Directors continues until the next annual meeting of shareholders, scheduled for May of 2010. The Class 2 Directors are H. Anthony Gartshore, Lawrence J. Sherman, Fred M. Edwards and Marilyn Sweeney.

Approval to Amend and Restate the Company’s 2005 Stock Option Plan

The Company’s 2005 Stock Option Plan was amended and restated to increase the number of shares of common stock reserved for issuance thereunder from 600,000 to 800,000 shares.

Votes For		Votes Against or Abstained

7,228,788		1,701,669

Authorization to Issue Preferred Stock Option

Approval of an amendment to the Company’s Articles of Incorporation authorizing the Company to issue up to ten million (10,000,000) shares of preferred Stock Option

Votes For		Votes Against or Abstained

6,284,754		2,645,703

ITEM 6. EXHIBITS

The following is a table of exhibits to this Quarterly Report on Form 10-Q.

Exhibit No.		Description

3.1		Certificate of Amendment of Articles of Incorporation, dated July 6, 2009, of First Regional Bancorp

3.2		Certificate of Amendment of Articles of Incorporation, dated July 31, 2006, of First Regional Bancorp

3.3		Certificate of Amendment of Articles of Incorporation, dated November 24, 1987, of First Regional Bancorp

3.4		Certificate of Amendment of Articles of Incorporation, dated September 21, 1981, of First Regional Bancorp (formerly known as Great American Bancorp)

3.5		Articles of Incorporation, dated February 18, 1981, of First Regional Bancorp (formerly known as Great American Bancorp)

31.1		Certification of the Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of the Corporate Secretary furnished pursuant to Section 302 of the Sarbanes-Oxley Act

31.3		Certification of the Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act

32		Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act

Items 3 and 5 of Part II of Form 10-Q are not applicable and have been omitted.

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SIGNATURES

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

	FIRST REGIONAL BANCORP


Date: November 23, 2009	/s/ H. Anthony Gartshore
	H. Anthony Gartshore,
	President & Chief Executive Officer


Date: November 23, 2009	/s/ Thomas E. McCullough
	Thomas E. McCullough, Corporate Secretary


Date: November 23, 2009	/s/ Elizabeth Thompson
	Elizabeth Thompson, Principal Accounting Officer

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Exhibit Index

Exhibit No.		Description

3.1		Certificate of Amendment of Articles of Incorporation, dated July 6, 2009, of First Regional Bancorp

3.2		Certificate of Amendment of Articles of Incorporation, dated July 31, 2006, of First Regional Bancorp

3.3		Certificate of Amendment of Articles of Incorporation, dated November 24, 1987, of First Regional Bancorp

3.4		Certificate of Amendment of Articles of Incorporation, dated September 21, 1981, of First Regional Bancorp (formerly known as Great American Bancorp)

3.5		Articles of Incorporation, dated February 18, 1981, of First Regional Bancorp (formerly known as Great American Bancorp)

31.1		Certification of the Chief Executive Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of the Corporate Secretary furnished pursuant to Section 302 of the Sarbanes-Oxley Act

31.3		Certification of the Chief Financial Officer furnished pursuant to Section 302 of the Sarbanes-Oxley Act

32		Certification furnished pursuant to Section 906 of the Sarbanes-Oxley Act