-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BXo16bdAT9FPeLb1kIIjY6yfbnbL032hTPA7TnKytm2osG4VkY1+7spCuUATj8ey BJ6gj5dXF+8TDQqdF/dhjQ== 0000898430-96-001113.txt : 19960402 0000898430-96-001113.hdr.sgml : 19960402 ACCESSION NUMBER: 0000898430-96-001113 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST FINANCIAL BANCORP /CA/ CENTRAL INDEX KEY: 0000729502 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942822858 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12499 FILM NUMBER: 96542127 BUSINESS ADDRESS: STREET 1: 701 S HAM LN CITY: LODI STATE: CA ZIP: 95242 BUSINESS PHONE: 2093672000 MAIL ADDRESS: STREET 1: 701 S HAM LANE CITY: LODI STATE: CA ZIP: 95242 10-K 1 FORM 10-K ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 COMMISSION FILE NUMBER : 0-12499 FIRST FINANCIAL BANCORP (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) CALIFORNIA 94-28222858 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 701 SOUTH HAM LANE, LODI, CALIFORNIA 95242 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (209)-367-2000 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: COMMON STOCK, NO PAR VALUE Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [ X ] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] As of March 1, 1996, there were 1,306,996 shares of Common Stock, no par value, outstanding. The aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $8,279,530 (based on the $8.50 average of bid and ask prices per share on March 1, 1996.)
DOCUMENTS INCORPORATED BY REFERENCE PART OF FORM 10-K INTO WHICH INCORPORATED - ----------------------------------- ----------------------------------------- Annual Report to Shareholders for the year ended December 31, 1995. Part II, Items 5, 6, 7 Proxy Statement for the Annual Meeting of Shareholders to be held on April 23, 1996. Part III, Items 10, 11, 12, 13 The Index to Exhibits is on page 23
================================================================================ FIRST FINANCIAL BANCORP 1995 FORM 10-K TABLE OF CONTENTS PART 1 - ------ ITEM 1. BUSINESS.................................................... 3 General..................................................... 3 The Bank.................................................... 3 Bank Services............................................... 3 Sources of Business......................................... 3 Competition................................................. 4 Employees................................................... 4 Supervision and Regulation.................................. 4 The Company......................................... 4 The Bank............................................ 5 Officers............................................ 5 Recent Legislation and Regulations Affecting Banking 6 Average Balance Sheets...................................... 11 Analysis of Net Interest Earnings........................... 12 Analysis of Changes in Interest Income & Expense............ 13 Interest Rate Sensitivity................................... 14 Investment Portfolio........................................ 15 Loan Portfolio.............................................. 16 Summary of Loan Loss Experience............................. 17 Deposits.................................................... 18 Return on Average Equity and Assets......................... 18 ITEM 2. PROPERTIES................................................... 19 ITEM 3. LEGAL PROCEEDINGS............................................ 19 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.......... 19 PART II - ------- ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS....................................... 19 ITEM 6. SELECTED FINANCIAL DATA...................................... 19 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS................................. 19 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.................. 20 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE....................... 20 PART III............................................................. 20 ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT........... 20 ITEM 11 EXECUTIVE COMPENSATION....................................... 20 ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ............................................................. 20 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............... 20 PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K............................................. 20 Signatures........................................................... 22 Index to Exhibits.................................................... 23 2 PART I ITEM 1. BUSINESS General: ------- First Financial Bancorp (the "Company") was incorporated under the laws of the State of California on May 13, 1982, and operates principally as a bank holding company for its wholly owned subsidiary, Bank of Lodi, N.A. (the "Bank"). The Company is registered under the Bank Holding Company Act of 1956, as amended. The Bank is the sole subsidiary of the Company and its principal source of income. The Company also owns the office building where the Bank's Lodi Branch and administrative offices are located as well as the land upon which the Bank's Woodbridge Branch is located. The Company receives income from the Bank and other parties from leases associated with these properties. All references herein to the "Company" include the Bank, unless the context otherwise requires. The Bank: -------- The Bank was organized on May 13, 1982 as a national banking association. The application to organize the Bank was accepted for filing by the Comptroller of the Currency (OCC) on September 8, 1981, and preliminary approval was granted on March 27, 1982. On July 18, 1983 the Bank received from the Comptroller a Certificate of Authority to Commence the Business of Banking. The Bank's main office is located at 701 South Ham Lane, Lodi, California, with branch offices in Woodbridge and Lockeford California. The Bank's primary service area, from which the Bank attracts 95% of its business, is the city of Lodi and the surrounding area. This area is estimated to have a population approaching 70,000 persons, with a median annual family income of approximately $30,000. The area includes residential developments, neighborhood shopping centers, business and professional offices and manufacturing and agricultural concerns. Bank Services: ------------- The Bank offers a wide range of commercial banking services to individuals and business concerns located in and around its primary service area. These services include personal and business checking and savings accounts (including interest-bearing negotiable order of withdrawal ("NOW") accounts and/or accounts combining checking and savings accounts with automatic transfers), and time certificates of deposit. The Bank also offers extended banking hours at its drive-through window, night depository and bank-by-mail services, and travelers' checks (issued by an independent entity). The Bank issues MasterCard credit cards and acts as a merchant depository for cardholder drafts under both VISA and MasterCard. In addition, it provides note and collection services and direct deposit of social security and other government checks. The Bank engages in a full complement of lending activities, including commercial, SBA, residential mortgage, consumer/installment, and short-term real estate loans, with particular emphasis on short and medium-term obligations. Commercial lending activities are directed principally towards businesses whose demand for funds falls within the Bank's lending limit, such as small to medium-sized professional firms, retail and wholesale outlets and manufacturing and agricultural concerns. Consumer lending is oriented primarily to the needs of the Bank's customers, with an emphasis on automobile financing and leasing. Consumer loans also include loans for boats, home improvements, debt consolidation, and other personal needs. Real estate loans include short-term "swing" loans and construction loans. Residential mortgages are generally sold into the secondary market for these loans. Small Business Administration (SBA) loans are made available to small to medium-sized businesses. Sources of Business ------------------- Management seeks to obtain sufficient market penetration through the full range of services described above and through the personal solicitation of the Bank's officers, directors and shareholders. All officers are responsible for making regular calls on potential customers to solicit business and on existing customers to obtain referrals. Promotional efforts are directed toward individuals and small to medium-sized businesses. The Bank's customers are able in their dealings with the Bank to be served by bankers who have commercial loan experience, lending authority, and the time to serve their banking needs quickly and competently. Bankers are assigned to customers and not transferred from office to office as in many major chain or regional banks. In order to expedite decisions on lending transactions, the Bank's loan committee meets on a regular basis and is available where immediate authorization is important to the customer. The risk of non-payment (or deferred payment) of loans is inherent in commercial banking. Furthermore, the Bank's marketing focus on small to medium-sized businesses may involve certain lending risks not inherent in loans to larger companies. Smaller 3 companies generally have shorter operating histories, less sophisticated internal record keeping and financial planning capabilities, and greater debt-to-equity ratios. Management of the Bank carefully evaluates all loan applicants and attempts to minimize its credit risk through the use of thorough loan application and approval procedures. Consistent with the need to maintain liquidity, management of the Bank seeks to invest the largest portion of the Bank's assets in loans of the types described above. Loans are generally limited to less than 75% of deposits and capital funds. The Bank's surplus funds are invested in the investment portfolio, made up of both taxable and non-taxable debt securities of the U.S. government, U.S. government agencies, states, and municipalities. On a day to day basis, surplus funds are invested in federal funds and other short-term money market instruments. Competition: ----------- The banking business in California generally, and in the northern portion of San Joaquin County where the Bank is located, is highly competitive with respect to both loans and deposits and is dominated by a relatively small number of major banks with branch office networks and other operating affiliations throughout the State. The Bank competes for deposits and loans with these banks, as well as with savings and loan associations, thrift and loan associations, credit unions, mortgage companies, insurance companies and other lending institutions. Among the advantages certain of these institutions have over the Bank are their ability (i) to finance extensive advertising campaigns, (ii) to allocate a substantial portion of their investment assets in securities with higher yields (not available to the Bank if its investments are to be diversified) and (iii) to make funds available for loans in geographic regions with the greatest demand. In competing for deposits, the Bank is subject to the same regulations with respect to interest rate limitations on time deposits as other depository institutions. See "Supervision and Regulation" below. Many of the major commercial banks operating in the Bank's service area offer certain services, such as international banking and trust services, which are not offered directly by the Bank, and such banks, by virtue of their greater capitalization, have substantially higher lending limits than the Bank. In addition, other entities, both public and private, seeking to raise capital through the issuance and sale of debt and equity securities compete with the Bank for the acquisition of funds for deposit. In order to compete with other financial institutions in its primary service area, the Bank relies principally on local promotional activities, personal contacts by its officers, directors, employees and shareholders, extended hours and specialized services. The Bank's promotional activities emphasize the advantages of dealing with a locally-owned and headquartered institution sensitive to the particular needs of the community. The Bank also assists customers in obtaining loans in excess of the Bank's lending limit or services not offered by the Bank by arranging such loans or services in participation with or through its correspondent banks. The State Bank Parity Act, effective January 1, 1996, eliminates certain existing disparities between California state chartered banks and national banking associations, such as the Bank, by authorizing the California Superintendent of Banks (the "Superintendent") to address such disparities through a streamlined rulemaking process. Employees: --------- As of December 31, 1995, the Company employed 65 full-time equivalent employees, including three executive officers. Management believes that the Company's relationship with its employees is good. SUPERVISION AND REGULATION The Company ----------- The common stock of the Company is subject to the registration requirements of the Securities Act of 1933, as amended, and the qualification requirements of the California Corporate Securities Law of 1968, as amended. The Bank's common stock, however, is exempt from such requirements. The Company is also subject to the periodic reporting requirements of Section 15(d) of the Securities Exchange Act of 1934, as amended, which include, but are not limited to, annual, quarterly and other current reports with the Securities and Exchange Commission. The Company is a bank holding company registered under the Bank Holding Company Act of 1956 (the "Act") and is subject to supervision by the Board of Governors of the Federal Reserve System (the "Board"). As a bank holding company, the Company must file with the Board quarterly reports, annual reports, and such other additional information as the Board may require pursuant to the Act. The Board may also make examinations of the Company and its subsidiaries. 4 The Act requires prior approval of the Board for, among other things, the acquisition by a bank holding company of direct or indirect ownership or control of more than 5% of the voting shares, or substantially all the assets, of any bank, or for a merger or consolidation by a bank holding company with any other bank holding company. The Act also prohibits the acquisition by a bank holding company or any of its subsidiaries of voting shares, or substantially all the assets, of any bank located in a state other than the state in which the operations of the bank holding company's banking subsidiaries are principally conducted, unless the statutes of the state in which the bank to be acquired is located expressly authorize such acquisition. With certain limited exceptions, a bank holding company is prohibited from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in any activity other than banking or managing or controlling banks or furnishing services to, or performing services for, its authorized subsidiaries. A bank holding company may, however, engage in or acquire an interest in a company that engages in activities that the Board has determined to be so closely related to banking or to managing or controlling banks as to be properly incident thereto. In making such a determination, the Board is required to consider whether the performance of such activities reasonably can be expected to produce benefits to the public, such as greater convenience, increased competition, or gains in efficiency, which outweigh possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices. The Board is also empowered to differentiate between activities commenced de novo and activities commenced by the acquisition, in whole or in part, of a going concern. Additional statutory provisions prohibit a holding company and any subsidiary banks from engaging in certain tie-in arrangements in connection with the extension of credit, sale or lease of property or furnishing of services. Thus, a subsidiary bank may not extend credit, lease or sell property, or furnish any services, or fix or vary the consideration for any of the foregoing on the condition that: (i) the customer must obtain or provide some additional credit, property or service from or to such bank other than a loan, discount, deposit or trust service; or (ii) the customer must obtain or provide some additional credit, property or service from or to the company or any other subsidiary of the company; or (iii) the customer may not obtain some other credit, property to service from competitors, except reasonable requirements to assure soundness of the credit extended. These anti-tying restrictions also apply to bank holding companies and their non-bank subsidiaries as if they were banks. The Company's ability to pay cash dividends is subject to restrictions set forth in the California General Corporation Law. See Item 5 below for further information regarding the payment of cash dividends by the Company and the Bank. The Company is a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, the Company and its subsidiaries are subject to examination by, and may be required to file reports with, the Superintendent. Regulations have not yet been proposed or adopted to implement the Superintendent's powers under this statute. The Bank: -------- The Bank, as a national banking association whose accounts are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to the maximum legal limits and is subject to regulation, supervision, and regular examination by the OCC. The Bank is a member of the Federal Reserve System, and, as such, is subject to certain provisions of the Federal Reserve Act and regulations issued by the Board. The Bank is also subject to applicable provisions of California law, insofar as they are not in conflict with, or preempted by, federal law. The regulations of these various agencies govern most aspects of the Bank's business, including reserves against deposits, interest rates payable on deposits, loans, investments, mergers and acquisitions, borrowings, dividends and location of branch offices. Officers: -------- In addition to the directors and executive officers listed in the Proxy Statement for the Annual Meeting of Shareholders to be held on April 23, 1996, which is incorporated herein by reference in Part III of this report, Leon Zimmerman, age 53, is President and Chief Executive Officer of the Bank and of the Company; David M. Philipp, age 33, is Executive Vice- President, Chief Financial Officer and Secretary of the Bank, and Senior Vice-President, Chief Financial Officer and Secretary of the Company; and Richard K. Helton, age 46, is Senior Vice President and Chief Credit Officer of the Bank. Prior to joining the Bank in April, 1990, Mr. Zimmerman was a general contractor building moderately priced homes and earlier served as Vice- President-Loan Administrator for Bank of Salinas. Mr. Zimmerman has nearly 30 years of banking experience at various levels of responsibility with institutions in the San Joaquin Valley. Mr. Zimmerman was promoted from Executive Vice 5 President and Chief Credit Officer of the Bank to President and Chief Executive Officer of the Bank effective August 25, 1994. He was promoted from Executive Vice President of the Company to President and Chief Executive Officer of the Company effective August 24, 1995. Prior to joining the Company and the Bank in April, 1992, Mr. Philipp was the Budget Director and Financial Analyst for Merksamer Jewelers, Inc., at that time the eighth largest jewelry retailer in the United States, headquartered in Sacramento, California. Prior to joining Merksamer Jewelers, Inc., Mr. Philipp was a Supervising Senior Accountant in the audit department of the Sacramento office of KPMG Peat Marwick. While at KPMG Peat Marwick, Mr. Philipp specialized in providing audit and accounting services to financial institution, agribusiness, and broadcasting clients. Mr. Philipp is a CPA and holds a Bachelor of Science in Business Administration, Accountancy from California State University. Prior to joining the Bank in 1995, Mr. Helton was Senior Vice President and Credit Administrator with Central Sierra Bank. Prior to joining Central Sierra Bank in 1984, Mr. Helton was Vice President and Senior Credit Officer for Bay Area Bank (1981-1984) and he served in various positions with First Interstate Bank of California from 1973 until 1981. Recent Legislation and Regulations Affecting Banking: ---------------------------------------------------- From time to time, new laws are enacted which increase the cost of doing business, limit permissible activities, or affect the competitive balance between banks and other financial institutions. Proposals to change the laws and regulations governing the operations and taxation of bank holding companies, banks and other financial institutions are frequently made in Congress, in the California legislature and before various bank holding company and bank regulatory agencies. The likelihood of any major changes and the impact such changes might have are impossible to predict. Certain significant recently proposed or enacted laws and regulations are discussed below. INTERSTATE BANKING. Since 1986, California has permitted California banks and bank holding companies to be acquired by banking organizations based in other states on a "reciprocal" basis (i.e., provided the other state's laws permit California banking organizations to acquire banking organizations in that state on substantially the same terms and conditions applicable to local banking organizations). Some increase in merger and acquisition activity among California and out-of-state banking organizations has occurred as a result of this law, as well as increased competition for loans and deposits. The federal Riegle-Neal Interstate Banking and Branching Efficiency Act, enacted late in 1994, authorizes the Board, generally without regard to conflicting requirements of state law, after one year from the date of enactment (i.e. after September 29, 1995) to approve interstate acquisitions of entire banks or branches by adequately capitalized and managed bank holding companies, and (after June 1, 1997) authorizes the other federal banking agencies to approve similar acquisitions by banks unless (prior to that date) states enact laws specifically prohibiting such acquisitions. States also may "opt in" to this authority at an earlier date if they enact laws specifically permitting such acquisitions. The law forbids the federal banking agencies from approving any interstate acquisition under authority of the law which would result in a concentration of deposits greater than 10% of total United States deposits or 30% of total deposits in the state in which the acquired bank or branch is located. The law also authorizes the appropriate federal agency after 18 months from the date of enactment (i.e. after March 29, 1996) to approve the consolidation of banks located in different states but operated by the same bank holding company. The new law contains several provisions designed to impose Community Reinvestment Act standards (see discussion of the Community Reinvestment Act, or "CRA," below) upon interstate banking operations authorized by the law. A separate CRA analysis must be done for each state in which a multi- state banking operation approved under the law exists, and the federal banking agencies are required to adopt regulations which (after June 1, 1997) will prevent interstate branching authority from being used primarily as a means of deposit production. Such regulations will require the appropriate federal agency of an out-of-state bank or bank holding company, whenever it determines that such bank's level of lending in the host state relative to the deposits which it holds in the host state is less than one- half the average of the total loans relative to total deposits in the host state for banks whose home state is the host state, to review such bank's operations in the host state in order to determine whether it is meeting the credit needs of the host state communities in which it operates. If the agency reaches a negative conclusion, it is authorized to order the closure of the host state branches of the out-of-state bank. Finally, the law requires that banks which determine to close branches located in low or moderate income areas acquired under the law must notify their customers how to write to the appropriate federal agency to complain about the closing. The agency, if it determines that any such complaint is not frivolous, must convene a meeting of concerned organizations and individuals to explore the feasibility of putting in place adequate alternative sources of banking services for the affected communities. This provision, the law states, is not intended to affect the ability of a bank to close a branch. 6 The Caldera, Weggeland and Killea California Interstate Banking and Branching Act of 1995, effective October 2, 1995, amends the California Financial Code to, among other matters, regulate the operations of state banks to eliminate conflicts with, and to implement the, Riegle-Neal Act described above. The Caldera Act includes (i) an election to permit early interstate merger transactions; (ii) a prohibition against interstate branching through the acquisition of a branch business unit located in California without acquisition of the whole business unit of the California bank; and (iii) a prohibition against interstate branching through de novo establishment of California branch offices. The Caldera Act mandates that initial entry into California by an out-of-state institution be accomplished by acquisition of or merger with an existing whole bank which has been in existence for at least five years. CAPITAL REQUIREMENTS. Beginning in 1989, the federal bank regulatory agencies have imposed upon all FDIC-insured financial institutions a variable system of risk-based capital requirements which replaced the former system of uniform minimum capital requirements and is designed to make capital requirements more sensitive to asset risk and off-balance sheet exposure. Under the risk-based capital guidelines, the Bank is required to maintain capital equal to at least 8 percent of its assets, weighted by risk. Assets and off-balance sheet items are categorized by the guidelines according to risk, and certain assets considered to present less risk than others permit maintenance of capital at less than the 8 percent ratio. For example, most home mortgage loans are placed in a 50 percent risk category and therefore require maintenance of capital equal to 4 percent of such loans, while commercial loans are placed in a 100 percent risk category and therefore require maintenance of capital equal to 8 percent of such loans. The guidelines establish two categories of qualifying capital: Tier 1 capital comprising core capital elements, and Tier 2 comprising supplementary capital requirements. At least one-half of the required capital must be maintained in the form of Tier 1 capital. For the Bank, Tier l capital includes only common stockholders' equity and retained earnings, but qualifying perpetual preferred stock would also be included without limit if the Bank were to issue such stock. Tier 2 capital includes, among other items, limited life (and in the case of banks, cumulative) preferred stock, mandatory convertible securities, subordinated debt and a limited amount of reserves for loan and lease losses. The Bank also is required to maintain a minimum leverage ratio of 3 percent Tier 1 capital to total assets (the "leverage ratio"). The leverage ratio constitutes a minimum requirement for well-run banking organizations. Other banking organizations (including those experiencing or anticipating significant growth) are required to maintain a minimum leverage ratio ranging generally from 4 to 5 percent. The minimum leverage standard in conjunction with the risk-based capital ratio now constitutes the basis for determining the capital adequacy of all national banking associations, but overall capital assessments by bank regulators include analysis of such additional factors as interest rate exposure, liquidity, earnings, and portfolio quality and concentrations. In addition, the federal banking agencies have proposed to incorporate an interest-rate risk component (interest rate risk is the risk that changes in market interest rates might adversely affect a bank's financial condition) into the guidelines, with the goal of ensuring that institutions with high levels of interest-rate risk have sufficient capital to cover their exposures. As of December 31, 1995, the Bank's total risk-based capital ratio was approximately 15.1% percent and its leverage ratio was approximately 9.0% percent. The Bank does not presently expect that compliance with the risk- based capital guidelines or minimum leverage requirements will have a materially adverse effect on its business in the reasonably foreseeable future. As required by the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), the federal financial institution agencies solicited comments in September 1993 on a method of incorporating an interest rate risk component into the current risk-based capital guidelines, with the goal of ensuring that institutions with high levels of interest rate risk have sufficient capital to cover their exposures. Interest rate risk is the risk that changes in market interest rate might adversely affect a bank's financial condition. Under the proposal, intearest rate risk exposures would be quantified by weighing assets, liabilities and off- balance sheet items by risk factors which approximate sensitivity to interest rate fluctuations. As proposed, institutions identified as having an interest rate risk exposure greater than a defined threshold would be required to allocate additional capital to support this higher risk. Higher individual capital allocations could be required by the bank regulators based on supervisory concerns. The agencies adopted a final rule effective September 1, 1995 which is substantially similar to the proposed rule, except that the final rule does not establish (1) a measurement framework for assessing the level of a bank's interest rate exposure; nor (2) a minimum level of exposure above which a bank will be required to hold additional capital for interest rate risk if it has a significant exposure or a weak interest rate risk management process. The agencies also solicited comments on and are continuing their analysis of a proposed policy statement which would establish a framework to measure and monitor interest rate exposure. 7 DEPOSIT INSURANCE ASSESSMENTS. The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA") directed the FDIC to establish two separate financial industry deposit insurance funds, the Bank Insurance Fund ("BIF") and the Savings Association Insurance Fund ("SAIF"), and required that deposit insurance premiums be increased in order to restore deposit insurance funds depleted due to the high level of deposit insurance payouts. FDICIA also requires that, once the BIF or SAIF are restored to a required level of funding, the FDIC reset deposit insurance rates for the fund at levels sufficient to maintain the fund at the required level. In 1992, the FDIC adopted a recapitalization schedule for the BIF and established a risk-based deposit insurance assessment system to replace the uniform assessment rate system previously applicable to BIF members. The regulation requires each insured bank to be assigned to one of three capital groups and one of three supervisory subgroups within each capital group, based upon financial data reported by each bank and supervisory evaluations by the bank's primary federal regulatory agency. The three capital groups are substantially similar to the capital groupings under the Prompt Corrective Action Regulations described below, except that the bottom three categories are grouped together as "Undercapitalized." The three subgroup categories distinguish banks which are financially sound, have weaknesses, or pose a substantial probability of loss to the BIF. During 1994, the assessment rates ranged from $0.23 to $0.31 per $100 of deposits across the capital group and supervisory subgroup framework. In late 1994 and early 1995, the FDIC proposed two significant changes to the deposit insurance assessment system to (i) redefine the deposit assessment base which has been defined to equal an institution's total domestic deposits, plus or minus certain adjustments, but without significantly impacting total industry-wide assessments (although significant changes in assessments of individual institutions may occur) and (ii) establish a new assessment rate schedule, using the present group and subgroup categories, but with assessment rates varying from $0.04 to $0.31 per $100 of deposits, resulting in a spread between the minimum and maximum rates of $0.27 rather than the present $0.08. On August 8, 1995, the FDIC voted to reduce the deposit insurance assessment rates to a range from $0.04 to $0.31 per $100 of deposits and subsequently, on November 14, 1995, the FDIC voted again to further reduce the assessment rates to a range from $0.00 to $0.27 per $100 of deposits, subject to a minimum $2,000 annual assessment for all institutions regardless of classification within the capital group and supervisory subgroup as follows:
Supervisory Subgroup ---------------------- Capital Group A B C - --------------- 1 $0.00 $0.03 $0.17 2 0.03 0.10 0.24 3 0.10 0.24 0.27
The above assessment rates are effective for the first semiannual assessment period of 1996. Based upon the above risk-based assessment rate schedule, the Company's and the Bank's current capital ratios, the Bank's current level of deposits, and assuming no change in the assessment rate applicable to the Bank during 1996, the Company estimates that its annual noninterest expense attributed to assessments will decrease by approximately $101,000 during 1996. PROMPT CORRECTIVE ACTION. Pursuant also to FDICIA, the Board, FDIC, and the Comptroller in 1992 adopted a system of Prompt Corrective Action Regulations (the "PCA Regulations") based upon the system of risk-based capital described above. The PCA Regulations establish five capital categories in descending order (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized), assignment to which depends upon the institution's total risk-based capital ratio, Tier 1 risk-based capital ratio, and leverage ratio. For example, a well capitalized bank must have total risk-based capital not less than 10% and a leverage ratio of 5% or higher, while an undercapitalized institution is one with total risk-based capital less than 8% and a leverage ratio below 3%. Regulatory authorities may assign a well-capitalized, adequately capitalized or undercapitalized bank to the next lower capitalization category if such bank is in an unsafe or unsound condition or has engaged in unsafe or unsound activities. 8 The PCA Regulations establish procedures for classifying institutions within the capital categories, for filing and reviewing capital restoration plans required to be developed by all undercapitalized institutions, and for issuing directives by the regulatory agencies. Institutions classified in one of the three undercapitalized categories are subject to certain mandatory and discretionary supervisory actions, which include increased monitoring and review, implementation of capital restoration plans, asset growth restrictions, limitations upon expansion and new business activities, requirements to augment capital, restrictions upon deposit gathering and interest rates, replacement of senior executive officers and directors, and requiring divestiture or sale of the institution. Any institution classified as "critically undercapitalized" must be placed in conservatorship or receivership within 90 days unless some other course of action is warranted, and are also subject to other mandatory restrictions on their activities and operations. FDICIA contains numerous other provisions which affect or may affect the Bank, such as (1) the requirement that the regulatory agencies promulgate certain standards of "safety and soundness" applicable in such areas as asset quality and earnings, employee compensation and stock valuation, and (2) the requirement that an insured institution provide at least 90 days' written notice to the FDIC and its customers prior to closing any branch office. Implementation of the various provisions of FDICIA is subject to the adoption of regulations by the various federal banking agencies and to certain phase-in periods. COMMUNITY REINVESTMENT ACT. In October 1994, the federal financial institution regulatory agencies jointly proposed a comprehensive revision of their regulations implementing the Community Reinvestment Act ("CRA"), enacted in 1977 to promote lending by financial institutions to individuals and businesses located in low and moderate income areas. In May 1995, the proposed CRA regulations were published in final form effective as of July 1, 1995. The revised regulations included transitional phase-in provisions which generally require mandatory compliance not later than July 1, 1997, although earlier voluntary compliance is permissible. Under the former CRA regulations, compliance was evaluated by an assessment of the institution's methods for determining, and efforts to meet, the credit needs of such borrowers. This system was highly criticized by depository institutions and their trade groups as subjective, inconsistent and burdensome, and by consumer representatives for its alleged failure to aggressively penalize poor CRA performance by financial institutions. The revised CRA regulations emphasize an assessment of actual performance rather than of the procedures followed by a bank, to evaluate compliance with the CRA. Overall CRA compliance continues to be rated across a four- point scale from "outstanding" to "substantial noncompliance," and continues to be a factor in review of applications to merge, establish new branches or form bank holding companies. In addition, any bank rated in "substantial noncompliance" with the revised CRA regulations may be subject to enforcement proceedings. The regulations provide that "small banks," which are defined to include any independent bank with total assets of less than $250 million, are to be evaluated by means of a so-called "streamlined assessment method" unless such a bank elects to be evaluated by one of the other methods provided in the regulations. The differences between the evaluation methods may be summarized as follows: (1) The "streamlined assessment method" presumptively applicable to small banks requires that a bank's CRA compliance be evaluated pursuant to five "assessment criteria," including its (i) loan-to-deposit ratio (as adjusted for seasonal variations and other lending-related activities, such as sales to the secondary market or community development lending), (ii) percentage of loans and other lending-related activities in the bank's service area(s), (iii) distribution of loans and other lending-related activities among borrowers of different income levels, given the demographic characteristics of its service area(s), (iv) geographic distribution of loans and other lending-related activities within its service area(s), and (v) record of response to written complaints, if any, about its CRA performance. (2) The "lending, investments and service tests method" is applicable to all banks larger than $250 million which are not wholesale or limited purpose banks and do not elect to be evaluated by the "strategic plan assessment method." Central to this method is the requirement that such banks collect and report to their primary federal banking regulators detailed information regarding home mortgage, small business and farm and community development loans which is then used to evaluate CRA compliance. At a bank's option, data regarding consumer loans and any other loan distribution it may choose to provide also may be collected and reported. Using such data, the Board will evaluate a bank's (i) lending performance according to the geographic distribution of its loans, the characteristics of its borrowers, the number and complexity of its community development loans, the innovativeness or flexibility of its lending practices to meet low and moderate income credit needs and, at the bank's election, lending by affiliates or through consortia or third-parties in which the bank has an investment interest; (ii) investment performance by measure of the bank's 9 "qualified investments," that is, the extent to which the bank's investments, deposits, membership shares in a credit union, or grants primarily benefit low or moderate income individuals and small businesses and farms, address affordable housing or other needs not met by the private market, or assist any minority or women-owned depository institution by donating, selling on favorable terms or providing on a rent-free basis any branch of the bank located in a predominantly minority neighborhood; and (iii) service performance by evaluating the demographic distribution of the bank's branches and ATMs, its record of opening and closing them, the availability of alternative retail delivery systems (such as telephone banking, banking by mail or at work, and mobile facilities) in low and moderate income geographies and to low and moderate income individuals, and (given the characteristics of the bank's service areas and the its capacity and constraints) the extent to which the bank provides "community development services" (services which primarily benefit low and moderate income individuals or small farms and businesses or address affordable housing needs not met by the private market) and their innovativeness and responsiveness. (3) Wholesale or limited purpose banks which do not make home mortgage, small farm or business or consumer loans to retail customers may elect, subject to agency approval of their status, to be evaluated by the "community development test method," which assesses the number and amount of the bank's community development loans, qualified investments and community development services and their innovativeness and complexity. (4) Any bank may request to be evaluated by the "strategic plan assessment method" by submitting a strategic plan which the Board approves. Such a plan must involve public participation in its preparation, and contain measurable goals for meeting low and moderate income credit needs through lending, investments and provision of services. Such plans generally would be evaluated by the Board by measuring strategic plan goals against standards similar to those which would be applied in evaluating a bank according to the "lending, investments and service tests method." The federal financial institution regulatory agencies jointly issued a final rule, effective as of January 1, 1996, to make certain technical corrections to the revised CRA regulations. Among other matters, the rule clarifies the transition from the form CRA regulations to the revised CRA regulations by confirming that when an institution either voluntarily or mandatorily becomes subject to the performance tests and standards of the revised regulations, the institution must comply with all of the requirements of the revised regulations and is no longer subject to the provisions of the former CRA regulations. The Bank has a current rating of "satisfactory" CRA compliance, and believes that it would not have received any lower rating if the regulations had been in effect when the Bank was last examined for CRA compliance in April, 1994. 10 STATISTICAL INFORMATION The following selected information should be read in conjunction with the Company's entire consolidated financial statements and notes thereto and Management's Discussion and Analysis of Financial Condition and Results of Operations incorporated by reference into Items 7 and 8 herein. FIRST FINANCIAL BANCORP AND SUBSIDIARY
AVERAGE BALANCE SHEETS For the Year Ended For the Year Ended For the Year Ended December 31, 1995 December 31, 1994 December 31, 1993 (in thousands) (in thousands) (in thousands) -------------------------------------------------------------- Amount Percent Amount Percent Amount Percent -------- -------- -------- -------- -------- -------- ASSETS: Cash & Due from banks 3,582 3.54% 3,864 3.79% 3,630 3.73% Federal funds sold 3,490 3.44% 3,306 3.24% 5,839 5.99% Interest-bearing deposits in banks - 0.00% 59 0.06% 100 0.10% Investment securities 29,709 29.33% 26,033 25.54% 15,485 15.89% Loans (net of allowance for loan losses 55,428 54.71% 59,532 58.40% 62,930 64.58% and deferred income) Premises and equipment, net 6,552 6.47% 6,818 6.69% 7,080 7.27% Other assets 2,546 2.51% 2,331 2.29% 2,377 2.44% ------- ------ ------- ------ ------ ------ TOTAL ASSETS 101,307 100.00% 101,943 100.00% 97,441 100.00% ======= ====== ======= ====== ====== ====== LIABILITIES & STOCKHOLDERS' EQUITY: Deposits 86,080 84.97% 87,319 85.65% 84,000 86.21% Note payable 2,600 2.57% 2,632 2.58% 2,660 2.73% Other liabilities 1,309 1.29% 1,071 1.05% 764 0.78% Stockholders' equity 11,318 11.17% 10,921 10.71% 10,017 10.28% ------- ------ ------- ------ ------ ------ TOTAL LIABILITIES & STOCKHOLDERS' EQUITY 101,307 100.00% 101,943 100.00% 97,441 100.00% ======= ====== ======= ====== ====== ======
11 ANALYSIS OF NET INTEREST EARNINGS
For the Year Ended For the Year Ended For the Year Ended December 31, 1995 December 31, 1994 December 31, 1993 (in thousands) (in thousands) (in thousands) ------------------------------------------------------------------------------------------------------- Average Income/ Average Income/ Average Income/ Balance Expenses Yield Balance Expenses Yield Balance Expense Yield ------- --------- ------- ------- ------------ ------- ------- ------------ ------- EARNING ASSETS: Interest-bearing deposits -- -- -- 59 3 5.08% 100 5 5.00% in banks Investment securities (a) 29,709 1,777 5.98% 20,033 1,415 5.44% 15,485 899 5.81% Federal funds sold 3,490 200 5.73% 3,306 134 4.05% 5,839 170 2.91% Loans (b) 56,450 6,112 10.83% 60,518 5,910 9.77% 64,080 5,833 9.10% ------ ------ ------ ------ ------ ------ ------ ------ ------ 89,649 8,089 9.02% 89,916 7,462 8.30% 85,504 6,907 8.08% ====== ====== ====== ====== ====== ====== ====== ====== ====== (a) Income on tax-exempt securities has not been adjusted to a tax equivalent basis. (b) Nonaccrual loans are included in the loan totals for each year. LIABILITIES: Noninterest bearing 7,140 -- -- 6,107 -- -- 5,250 -- -- deposits Savings, money market, & 46,370 1,187 2.56% 50,348 1,280 2.54% 46,584 1,245 2.67% NOW deposits Time deposits 32,570 1,672 5.13% 30,864 1,205 3.90% 32,166 1,235 3.84% Note payable 2,600 279 10.73% 2,632 282 10.71% 2,660 285 10.71% ------ ------ ------ ------ ------ ------ ------ ------ ------ TOTAL LIABILITIES 88,680 3,138 3.54% 89,951 2,767 3.08% 86,660 2,765 3.19% ====== ====== ====== ====== ====== ====== ====== ====== ====== NET SPREAD 5.48% 5.22% 4.89% ====== ====== ====== Earning Income Earning Income Earning Income Assets (Expense) Yield Assets (Expense) Yield Assets (Expense) Yield ------ -------- ------ ------ --------- ------ ------ --------- ------ Yield on average earning 89,649 8,089 9.02% 89,916 7,462 8.30% 85,504 6,907 8.08% assets Cost of funds for average 89,649 (3,138) (3.50)% 89,916 (2,767) (3.08)% 85,504 (2,765) (3.23)% earning assets ------ ------ ------ ------ ------ ------ ------ ------ ------ NET INTEREST MARGIN 89,649 4,951 5.52% 89,916 4,695 5.22% 85,504 4,142 4.84% ====== ====== ====== ====== ====== ====== ====== ====== ======
12 ANALYSIS OF CHANGES IN INTEREST INCOME & EXPENSE
1995 compared to 1994 1994 compared to 1993 1993 compared to 1992 (in thousands) (in thousands) (in thousands) --------------------------------------------------------------------------------------------- Change due to: Change due to: Change due to: INTEREST INCOME: Volume Rate Total Volume Rate Total Volume Rate Total -------- ------ ------ ------- ---------- ----------- ------- ---------- ---------- Interest-bearing deposits in banks (3) -- (3) (2) -- (2) (4) (1) (5) Investment securities (2) 364 362 590 (74) 516 251 (106) 145 Federal funds sold 11 55 66 (74) 38 (36) 79 (18) 61 Loans (44) 246 202 (324) 401 77 (448) (345) (793) --- --- --- ---- --- --- ---- ---- ---- TOTAL INTEREST INCOME (38) 665 627 190 365 555 (122) (470) (592) === === === ==== === === ==== ==== ==== INTEREST EXPENSE: Noninterest-bearing deposits -- -- -- -- -- -- -- -- -- Savings, money market, & NOW accounts (18) (75) (93) 122 (87) 35 111 (363) (252) Time deposits (28) 495 467 (50) 20 (30) (232) (394) (626) Note payable 3 (6) (3) (3) - (3) (10) 7 (3) --- --- --- ---- --- --- ---- ---- ---- TOTAL INTEREST EXPENSE (43) 414 371 69 (67) 2 (131) (750) (881) === === === ==== === === ==== ==== ====
Changes not solely attributable to volume or rate have been allocated to the rate component. 13 INTEREST RATE SENSITIVITY
By Repricing Interval --------------------------------------------------------------------------------------------------------- (in thousands) Within three After three After six After one After five Noninterest Total December 31, 1995 months months, within months, year, years bearing funds six months within one within five year years - ------------------------------------------------------------------------------------------------------------------------------------ ASSETS Federal funds sold 3,300 -- -- -- -- -- 3,300 Investment securities 16,430 6,491 1,142 9,058 3,824 -- 36,945 Loans 34,969 685 2,084 11,095 3,011 -- 51,844 Noninterest earning assets -- -- -- -- -- 11,883 11,883 and allowance for loan losses --------------------------------------------------------------------------------------------------------- TOTAL ASSETS 54,699 7,176 3,226 20,153 6,835 11,883 103,972 LIABILITIES AND STOCKHOLDERS' EQUITY Savings, money market & 47,837 -- -- -- -- -- 47,837 NOW deposits Time deposits 10,390 7,420 11,677 4,029 -- -- 33,516 Note payable 7 7 2,571 -- -- -- 2,585 Other liabilities and -- -- -- -- -- 12,171 12,171 stockholders' equity --------------------------------------------------------------------------------------------------------- TOTAL LIABILITIES AND 58,234 7,427 14,248 4,029 -- 20,034 103,972 STOCKHOLDERS' EQUITY --------------------------------------------------------------------------------------------------------- Interest Rate Sensitivity Gap (3,535) (251) (11,022) 16,124 6,835 (8,151) -- Cumulative Interest Rate (3,535) (3,786) (14,808) 1,316 8,151 -- -- Sensitivity Gap
The interest rate gaps reported in the table arise when assets are funded with liabilities having different repricing intervals. Since these gaps are actively managed and change daily as adjustments are made in interest rate views and market outlook, positions at the end of any period may not be reflective of the Company's interest rate sensitivity in subsequent periods. Active management dictates that longer-term economic views are balanced against prospects for short-term interest rate changes in all repricing intervals. For purposes of the above analysis, repricing of fixed-rate instruments is based upon the contractual maturity of the applicable instruments. Actual payment patterns may differ from contractual payment patterns. 14 INVESTMENT PORTFOLIO
Book Value at December 31 (in thousands): ---------------------------------------------------------- 1995 1994 1993 ------ ------ ------ Security Type Amount Yield(a) Amount Yield(a) Amount Yield(a) - ---------------------------------------- ------ ------- ------- ------ ------- ------ U.S. TREASURY SECURITIES: Within 1 year 999 5.54% 2,798 5.36% 2,765 3.79% After 1 year, within 5 years 600 8.09% 1,594 6.81% 2,403 5.53% After 5 years, within 10 years -- -- -- -- -- -- After 10 years -- -- -- -- -- -- ---------------------------------------------------------- TOTAL U.S. TREASURY 1,599 6.49% 4,392 5.89% 5,168 4.60% U.S. AGENCY SECURITIES: Within 1 year 8,265 4.95% 9,218 6.34% 5,191 3.35% After 1 year, within 5 years 7,106 6.16% 6,218 5.07% 3,659 4.95% After 5 years, within 10 years 998 6.83% 255 5.43% 329 5.60% After 10 years -- -- 592 5.05% 646 5.03% ---------------------------------------------------------- TOTAL U.S. AGENCY 16,368 6.00% 16,283 5.79% 9,825 4.13% COLLATERALIZED MORTGAGE OBLIGATIONS: Within 1 year 1,142 5.89% 1,527 5.76% 1,079 5.34% After 1 year, within 5 years 523 5.59% 980 5.70% 1,643 5.13% After 5 years, within 10 years 35 6.00% 41 6.00% -- -- After 10 years 603 7.97% 126 7.01% -- -- ---------------------------------------------------------- TOTAL COLLATERALIZED MORTGAGE 2,303 6.36% 2,674 5.80% 2,722 5.35% OBLIGATIONS MUNICIPAL SECURITIES: Within 1 year 500 6.10% 396 6.19% 100 7.30% After 1 year, within 5 years 1,787 6.74% 1,577 6.67% 1,536 6.50% After 5 years, within 10 years 3,109 6.96% 3,920 6.81% 4,317 6.90% After 10 years -- -- 103 6.30% 205 6.45% ---------------------------------------------------------- TOTAL MUNICIPALS 5,596 6.80% 5,996 6.72% 6,158 6.79% OTHER DEBT SECURITIES: Within 1 year 267 7.65% 249 6.25% -- -- After 1 year, within 5 years 8 8.20% -- -- -- -- After 5 years, within 10 years 747 8.54% -- -- -- -- After 10 years 1,007 7.11% -- -- -- -- ---------------------------------------------------------- TOTAL OTHER DEBT SECURITIES 2,029 7.27% 249 6.25% -- -- MONEY MARKET MUTUAL FUND 8,640 5.77% 3,615 5.38% -- -- FEDERAL AGENCY STOCK 83 6.00% 83 6.00% 83 5.71% UNREALIZED HOLDING GAIN/(LOSS) 327 -- (192) -- -- -- ---------------------------------------------------------- 36,945 6.18% 33,100 5.97% 23,956 5.06% ==========================================================
(a) The yields on tax-exempt obligations have not been computed on a tax- equivalent basis. 15 LOAN PORTFOLIO Types of Loans
Outstanding at December 31 (in thousands): ------------------------------------------ 1995 1994 1993 1992 1991 ------ ------ ------ ------ ------ Commercial 41,538 44,847 48,478 47,217 42,073 Real estate construction 7,549 9,809 10,182 15,658 23,846 Installment and other 2,757 2,656 2,804 3,259 3,600 ------ ------ ------ ------ ------ 51,844 57,312 61,464 66,132 69,519 ====== ====== ====== ====== ======
Maturities and Sensitivity to Changes in Interest Rates (in thousands)
Due: Fixed Rate Floating Rate Total ---------- ------------- ------ In 1 year or less 3,584 16,234 19,818 After 1 year through 5 years 11,095 15,887 26,982 After 5 years 3,011 2,033 5,044 ------ ------ ------ TOTAL LOANS 17,690 34,154 51,844 ====== ====== ======
Scheduled repayments are reported in the maturity category in which the payments are due.
Nonaccrual and Past Due Loans at December 31 (in thousands): ----------------------------------- 1995 1994 1993 1992 1991 ----- ---- ------ ------ ------ Nonaccrual loans 987 765 714 1,373 1,063 Accruing loans past due more than 90 days 118 40 237 218 154 ----- ---- ------ ------ ----- 1,105 805 951 1,591 1,217 ===== ==== ====== ====== =====
The company's nonaccrual policy is discussed in note 1(c) to the consolidated financial statements. Interest income recorded on these loans was approximately $13,000, $14,000, $22,000, $43,000 and $25,000 in 1995, 1994, 1993, 1992 and 1991, respectively. Interest income foregone or reversed on these loans was approximately $161,000, $74,000, $57,000, $142,000 and $137,000 in 1995, 1994, 1993, 1992 and 1991, respectively. 16 SUMMARY OF LOAN LOSS EXPERIENCE Analysis of the Allowance for Loan Losses (in thousands)
1995 1994 1993 1992 1991 ------ ------ ------ ------ ----- Balance at beginning of period 1,127 924 1,334 823 628 CHARGE-OFFS: Commercial 357 98 676 232 19 Real estate 30 -- 41 14 133 Consumer 95 77 46 87 51 ----- ----- ----- ----- ---- TOTAL CHARGE-OFFS 482 175 763 333 203 RECOVERIES: Commercial 174 37 21 1 30 Real estate -- -- -- -- -- Consumer 25 18 5 7 8 ----- ----- ----- ----- ---- TOTAL RECOVERIES 199 55 26 8 38 Net charge-offs 283 120 737 325 165 Additions charged to operations 115 323 327 836 360 ----- ----- ----- ----- ---- BALANCE AT END OF PERIOD 959 1,127 924 1,334 823 ===== ===== ===== ===== ==== RATIO OF NET CHARGE-OFFS TO AVERAGE 0.51% 0.20% 1.15% 0.47% 0.27% LOANS OUTSTANDING ===== ===== ===== ===== ====
Footnote 1(g) to the consolidated financial statement discusses the factors used in determining the provision for loan losses and the adequacy of the allowance for loan losses. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES (IN THOUSANDS)
December 31, 1995 December 31, 1994 December 31, 1993 December 31, 1992 December 31, 1991 ------------------ ------------------ ------------------ ------------------ ------------------ Loan Category Amount % Amount % Amount % Amount % Amount % -------- Loans -------- Loans -------- Loans -------- Loans -------- Loans -------- -------- -------- -------- -------- Commercial 295 84.29% 376 78.25% 140 79.22% 617 71.40% 273 62.70% Real estate 38 10.86% 121 17.12% 45 16.20% 75 23.67% 268 34.40% Consumer 17 4.85% 4 4.63% 2 4.58% 47 4.93% 65 2.90% Unallocated 608 N/A 626 N/A 737 N/A 595 N/A 217 N/A --- ------- ----- ------- --- ------- ----- ------- --- ------- 959 100.00% 1,127 100.00% 924 100.00% 1,334 100.00% 823 100.00% === ====== ===== ====== === ====== ===== ====== === ======
17 DEPOSITS Average amount and average rate paid on deposits (in thousands)
For the Year Ended For the Year Ended For the Year Ended December 31, 1995 December 31, 1994 December 31, 1993 ------------------------------------------------------------------------------------------ Type Average Amount Average Rate Average Amount Average Rate Average Amount Average Rate - ---- Demand - non-interest bearing 7,140 N/A 6,106 N/A 5,250 N/A NOW accounts 18,020 2.01% 19,645 1.95% 16,310 2.17% Money market accounts 12,560 2.95% 14,464 2.89% 16,024 2.93% Savings 15,790 2.87% 16,240 2.86% 14,250 2.96% Time deposits 32,570 5.13% 30,864 3.56% 32,166 3.84% ------ ---- ------ ---- ------ ---- 86,080 3.32% 87,319 2.84% 84,000 2.95% ====== ==== ====== ==== ====== ====
MATURITIES OF TIME DEPOSITS OF $100,000 OR MORE AT DECEMBER 31 (IN THOUSANDS):
1995 ------ Three months of loss 3,663 Four months to six months 2,290 Seven months to twelve months 4,472 Over twelve months 1,701 ------ TOTAL TIME DEPOSITS OF $100,000 OR MORE 12,126 ======
RETURN ON AVERAGE EQUITY AND ASSETS
For the Year Ended December 31: ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Return on average assets 0.83% 0.33% 0.77% Return on average equity 7.45% 3.09% 7.45% Dividend payout ratio 23.44% -- 17.50% Average equity to average assets 11.17% 10.71% 10.28%
18 ITEM 2. PROPERTIES The Company owns a 0.861 acre lot located at the corner of Ham Lane and Tokay Street, Lodi, California. In 1990, the Company completed construction of a 34,000 square foot, tri-level commercial building for the main branch and administrative offices of the Company and the Bank on this lot. The Company and the Bank use approximately 75% of the leasable space in the building and the remaining area is either leased or available for lease as office space to other tenants. The Bank has multi-year leases at market rates for a total of 17,400 square feet and one other tenant has leased 1,922 square feet for a five year period with renewal options. All lease payments to the Company are tied to changes in the Consumer Price Index and are adjusted on an annual basis. This expansion has enabled the Bank to better serve its customers with more teller windows, four drive- through lanes and expanded safe deposit box capacity. The Bank assumed a ground lease on 1.7 acres of land at 19000 North Highway 88, Lockeford, California. The building previously occupying the Lodi site was moved to Lockeford, California, and has become the permanent branch office of the Bank at that location. A temporary office was opened by the Bank on January 8, 1990 at this location in a 1,100 square foot building. The permanent office was opened on April 1, 1991. The temporary office, along with a portion of the permanent building, are leased by the Bank to two tenants. The Company also owns a 10,000 square foot lot located on Lower Sacramento Road in the unincorporated San Joaquin County community of Woodbridge, California. The entire parcel has been leased to the Bank on a long term basis at market rates. The Bank has constructed, furnished and equipped a 1,437 square foot branch office on the parcel and commenced operations of the Woodbridge Branch on December 15, 1986. ITEM 3. LEGAL PROCEEDINGS There are no material proceedings adverse to the Company or the Bank to which any director, officer, affiliate of the Company or 5% shareholder of the Company or the Bank, or any associate of any such director, officer, affiliate or 5% shareholder of the Company or the Bank is a party, and none of the above persons has a material interest adverse to the Company or the Bank. Neither the Company nor the Bank is a party to any pending legal or administrative proceeding (other than ordinary routine litigation incidental to the Company's or the Bank's business) and no such proceedings are known to be contemplated. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The information required by this item is contained under the caption "MARKET PRICE OF COMPANY'S STOCK" at page 9 of the Company's Annual Report to Shareholders for the year ended December 31, 1995, and is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information required by this item is contained under the caption "SELECTED FINANCIAL DATA" at page 10 of the Company's Annual Report to Shareholders for the year ended December 31, 1995 and is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 19 The information required by this item is contained under the caption "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS" at page 1 of the Company's Annual Report to Shareholders for the year ended December 31, 1995 and is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA See Item 14(a) herein. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Not Applicable PART III ITEMS 10, 11, 12 AND 13. The information required by these items is contained at pages 2 through 9 of the Company's definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 23, 1996, and is incorporated herein by reference. The definitive Proxy Statement will be filed with the Commission within 120 days after the close of the Company's fiscal year pursuant to Regulation 14A of the Securities Exchange Act of 1934. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. PAGE REFERENCE TO ANNUAL (A) FINANCIAL STATEMENTS AND SCHEDULES REPORT TO SHAREHOLDERS* Independent Auditors' Report 11 Consolidated Balance Sheets as of December 31, 1995 and 1994. 12 Consolidated Statements of Income Years Ended 1995, 1994, and 1993 14 Consolidated Statements of Stockholders' Equity Years Ended 1995, 1994, and 1993 13 Consolidated Statements of Cash Flows Years Ended 1995, 1994, and 1993 15 Notes to Consolidated Financial Statements 16 ---------- *The pages of the Company's Annual Report to Shareholders for the year ended December 31, 1995 listed above, are incorporated herein by reference in response to Item 8 of this report. (B) REPORTS ON FORM 8-K On November 3, 1995, the Company filed a Current Report on Form 8-K regarding its press release of the same date, reporting the Company's results of operations for the quarter ended September 30, 1995, and the declaration of a cash dividend of $.05 per share, payable November 30, 1995. 20 (C) EXHIBITS Exhibit No. Description 11 Statement re computation of earnings per share is incorporated herein by reference to page 24 of the Company's Annual Report to Shareholders for the year ended December 31, 1995. 13 First Financial Bancorp 1995 Annual Report to Shareholders - portions which have been incorporated by reference herein are filed with this report, and portions which have not been incorporated herein are provided for information purposes only. 23 Consent of Experts (D) FINANCIAL STATEMENT SCHEDULES No financial statement schedules are included in this report on the basis that they are either inapplicable or the information required to be set forth therein is contained in the financial statements incorporated herein by reference. 21 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 29th day of March, 1996. FIRST FINANCIAL BANCORP /s/ LEON J. ZIMMERMAN --------------------------- Leon J. Zimmerman (President & Chief Executive Officer) Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. CAPACITY DATE -------- ---- /s/ BOZANT KATZAKIAN Director and Chairman March 29, 1996 - -------------------------- of the Board Bozant Katzakian /s/ ANGELO J. ANAGNOS Director March 29, 1996 - -------------------------- Angelo J. Anagnos /s/ RAYMOND H. COLDANI Director March 29, 1996 - -------------------------- Raymond H. Coldani /s/ BENJAMIN R. GOEHRING Director March 29 1996 - -------------------------- Benjamin R. Goehring /s/ MICHAEL D. RAMSEY Director March 29, 1996 - -------------------------- Michael D. Ramsey /s/ FRANK M. SASAKI Director March 29, 1996 - -------------------------- Frank M. Sasaki /s/ WELDON D. SCHUMACHER Director March 29, 1996 - -------------------------- Weldon D. Schumacher /s/ DENNIS SWANSON Director March 29, 1996 - -------------------------- Dennis Swanson /s/ DAVID M. PHILIPP Senior Vice President, March 29, 1996 - -------------------------- Chief Financial Officer David M. Philipp and Secretary (Principal Financial and Accounting Officer) 22 INDEX TO EXHIBITS Exhibit Page - ------- ---- 11 Statement re computation of earnings per share is incorporated herein by reference to page 24 of theCompany's Annual Report to Shareholders for the year ended December 31, 1995. 13 First Financial Bancorp 1995 Annual Report to Shareholders - 27 portions which have been incorporated by reference herein are filed with this report, and portions which have not been incorporated herein are provided for information purposes only. 23 Consent of Experts 59 23
EX-13 2 1995 ANNUAL REPORT EXHIBIT 13 - FIRST FINANCIAL BANCORP 1995 ANNUAL REPORT Management's Discussion and Analysis of Financial Condition and Results of Operation Overview of Operating Results - 1995 compared to 1994 Earnings per share increased by 146.2% in 1995 compared to 1994. Net income and earnings per share were $843 thousand and $.64, respectively, for 1995 compared to net income and earnings per share of $338 thousand and $.26, respectively, for 1994. The return on average assets and average equity were .83% and 7.4%, respectively, for 1995 compared to .33% and 3.1%, respectively, for 1994. Rising interest rates contributed significantly to an increase in the net interest margin of 30 basis points to 5.52%. Although net interest income increased by $256 thousand, or 5.5%, noninterest income declined by $110 thousand, or 10.5%. Noninterest expense decreased by $603 thousand, or 11.7%, due to general cost reduction efforts, declining regulatory assessments, and the absence of the reorganization costs that significantly impacted noninterest expense during 1994. Consolidated assets were $103.9 million at December 31, 1995, a decrease of $1.3 million, or 1.2%, over the comparable total of $105.2 million at December 31, 1994. Average consolidated assets decreased by $636 thousand, or .6%, to $101.3 million for 1995 compared to $101.9 million for 1994. The decline in year-end and average consolidated assets was the result of decreases in year-end and average deposits of $763 thousand and $1.2 million, respectively. Average earning assets decreased by $267 thousand, or .3%, and represented 88.5% of consolidated average assets for 1995 compared to 88.2% for 1994. Loans declined to 63% of average earning assets in 1995 compared to 67% in 1994 due both to efforts to improve overall credit quality and a continuation of subdued demand for credit. The declining loan portfolio funded an increase in the average investment portfolio of $3.7 million, or 14%. Consolidated equity increased by $954 thousand to $11.6 million. The increases of $843 thousand and $4 thousand from earnings and option exercises, respectively, were combined with the change in the securities portfolio valuation adjustment account of $303 thousand to provide total additions to consolidated equity of $1.2 million. Consolidated equity was reduced by the $196 thousand in dividends declared during 1995. The securities valuation adjustment was recorded as a component of equity in accordance with Statement of Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities which was adopted by the Company in the first quarter of 1994. Consolidated equity as a percentage of consolidated assets increased to 11.1% from 10.1% as the capital growth rate was disproportionate to the slightly negative growth rate in deposits and other non-equity funding. The Bank's total risk-based and leverage capital ratios at December 31, 1995, were 15.1% and 9.0%, respectively, compared to 12.7% and 7.9%, respectively, at December 31, 1994. Net Interest Income, Margin, and Spread - 1995 compared to 1994 Net interest income, interest income less interest expense, increased by $256 thousand, or 5.5%. Although average earning assets and deposits decreased by .3% and 1.4%, respectively, the change in net interest income is primarily the net result of changes in the mix and yield of average earning assets and average deposits. Net interest margin, net interest income as a percentage of earning assets, increased by 30 basis points to 5.52% from 5.22% and increased net interest income by $454 before taking into account the impact of lower average loans outstanding and increased average certificate of deposit balances for 1995 compared to 1994. These mix changes offset $203 thousand of the benefit derived from the increase in net interest margin. Interest income increased by $627 thousand, or 8.4%. Earning asset yields increased to a weighted average of 9.02% from 8.30%, and increased interest income by $839 thousand before the impact of lower average earning asset volume and lower average loans relative to total average earning assets. Average loans fell to 63% of earning assets for 1995 compared to 67% for 1994, while average investments increased to 33% of average earning assets for 1995 compared to 29% for 1994. The change in earning asset mix dampened the overall increase in average earning asset yields, as loan yields increased 106 basis points while the investment portfolio yields increased by 54 basis points. Had the average earning asset mix for 1995 been equal to the mix for 1994, interest income would have been $174 thousand higher in 1995. Interest expense increased by $371 thousand, or 13.4%, from 1994 to 1995. The decrease in average deposits and other funding of $1.27 million, or 1.4%, resulted in a decrease in interest expense of $43 thousand. The average cost of deposits and other funding increased by 46 basis points and contributed $385 thousand to the increase in interest expense. Average certificates of deposit increased to 37% of average deposits and other funding from 34% in 1994 and contributed $29 thousand to the increase in interest 24 expense. The average cost of certificates of deposit increased by 123 basis points as a result of the increases in the general level of interest rates that began in 1994. Net interest spread, the difference between the yield on earning assets and the average interest rate paid for deposits and other debt, increased by 26 basis points, to 5.48%. Net interest spread was four basis points less than the net interest margin for 1995 compared to one basis point greater for 1994. The primary factor behind the change is the increase in earning asset efficiency (the ratio of earning assets to total assets). Increased efficiency provides a broader base of earning assets over which to spread deposit costs relative to the deposit base. Earning asset efficiency was 88.5% in 1995 compared to 88.2% in 1994. Exposure to Interest Rate Fluctuations The structure of earning assets and liabilities both during and at the end of 1995 were such that net interest income and earnings were at risk to increases in interest rates. During 1995, there was approximately $.85 in earning assets subject to repricing for every $1.00 in deposits subject to repricing on a rolling, cumulative, twelve-month basis, representing a cumulative twelve-month repricing gap of 85%. The practical reality of this sensitivity position is predicated upon the assumption that earning assets and liabilities that are subject to repricing will reprice in concert with the general rate movement in the money and credit markets. While this assumption was generally borne out with respect to repricable assets, repriceable deposits lagged the overall movement in interest rates and net interest margin widened as a result. A similar but inverse pattern occurs during periods of declining interest rates such as has been the case since late 1995. Fluctuations in interest rates can affect net spread, net interest margin, and net interest income beyond the impact of direct contractual repricing of assets and liabilities. Fluctuations in interest rates can, and often do, alter the contractual maturities of assets and liabilities by increasing or decreasing both contractual and anticipated prepayment rates. Changes in contractual and anticipated prepayment rates affect net spread, net interest margin and income by altering expected repricing gaps as well as changing the amortization of premiums and discounts related to the affected earning assets. Fluctuations in interest rates can also impact the market value of assets and liabilities either favorably or adversely depending upon the nature of the rate fluctuations as well as the maturity and repricing structure of the underlying financial instruments. To the extent that financial instruments are held to contractual maturity, market value fluctuations related to interest rate changes are realized only to the extent that future net interest margin is either higher or lower than comparable market rates for the period. To the extent that liquidity management dictates the need to liquidate certain assets prior to contractual maturity, changes in market value from fluctuating interest rates will be realized in income to the extent of any gain or loss incurred upon the liquidation of the related assets. Provision for Loan Losses - 1995 compared to 1994 The provision for loan losses was approximately 64%, or $208 thousand less than in 1994. In relation to average loans outstanding, the provision for loan losses in 1995 was .20% compared to .53% in 1994. Net loans charged off during 1995 were $283 thousand compared to $120 thousand in 1994. Gross charge-offs for 1995 were $482 thousand compared to $175 thousand in 1994. The increase in gross charge-offs reflects the resolution of certain loan relationships that had been reserved for during 1994; and to a lesser extent, an isolated number of new loan resolution efforts that developed during 1995. $199 thousand in previously charged off loans were recovered during 1995 compared to $55 thousand during 1994. The provision for loan losses is derived through the maintenance of an adequate reserve for loan losses. To the extent that the reserve for loan losses needs to be increased or decreased after adjustment for net chargeoffs, a provision for loan losses is charged against or credited to earnings with a corresponding adjustment to the reserve for loan losses. The loan loss reserve is discussed in the asset quality and allowance for loan losses section of management's discussion and analysis. Noninterest Income - 1995 compared to 1994 Noninterest income declined by $110 thousand, or 10.5%, compared to 1994. Service charge income declined by $64 thousand while SBA and mortgage income declined by $51 thousand, or 11.5%. The principal reason for the decline in service charge income was a reduction in the volume of returned checks and the related service charges. SBA and mortgage income consists of transaction income in the form of premiums realized upon the sale of loans, and servicing income related to portfolio administration on behalf of the investors to whom loans were sold. Transaction income declined by 23% in 1995 while servicing income increased by 2.5%. Income from the sale of SBA loans declined by $45 thousand, or 24%, in 1995 compared to 1994. SBA servicing income remained constant in 1995 compared to 1994. The decline in transaction revenue was the result of a decline in the volume of loans sold. The 25 volume decline is attributable to both soft demand and increased competition in the SBA lending area. Income from the sale of mortgage loans declined by $16 thousand, or 30%, while servicing income increased by $4 thousand, or 15%. Mortgage activity slowed considerably during 1995 due to increased competition as well as rising interest rates in the early part of the year that significantly impacted demand in the home refinance and purchase markets. Noninterest Expense - 1995 compared to 1994 Total noninterest expenses decreased by $603 thousand, or 11.7%, in 1995 compared to 1994. The most significant components of the change were a decrease of $557 thousand, or 29%, in other noninterest expense and a decrease of $118 thousand, or 45%, in regulatory assessments. The principal element of the decline in other noninterest expense is the absence of the significant management transition costs that were incurred during 1994. Transition costs and accruals during 1994 totaled $433 thousand and consisted principally of estimated payments and the related legal and professional costs incurred to settle the claims made by the former President and Chief Executive Officer. The remaining decrease in other noninterest expense reflects lower loss experience in the areas of operations and the disposition of other real estate owned. Operations and other real estate loss levels declined by approximately $117 thousand during 1995. Although management has begun efforts to strategically reduce operating costs in a number of areas, the benefits realized from these efforts during 1995 were overshadowed by increased legal costs related to the resolution of loans. Legal costs related to loan resolution efforts increased by $38 thousand, or 40.7%, during 1995. Effective June 1, 1995, the Federal Deposit Insurance Corporation (FDIC) made significant changes to its deposit insurance premium schedule. The deposit insurance expense of the Bank of Lodi was significantly reduced as a result of the FDIC changes. The Bank of Lodi's principal regulator, the Office of the Comptroller of the Currency (OCC), has also reduced its annual assessment rates. Regulatory assessments for 1995 were below the 1994 level by $118 thousand, or 45%. The benefit from reductions in regulatory assessments is subject to change in the future based upon the level of reserves in the FDIC's Bank Insurance Fund as well as the outcome of current proposals to merge the underfunded Savings Association Insurance Fund with the Bank Insurance Fund. The final outcome of such a merger of the deposit insurance funds could result in significant increases in the deposit insurance premiums paid by banks. Although salaries and employee benefits increased by $63 thousand, or 2.9%, direct salary expense was unchanged. The principal elements of the increase were a $15 thousand reduction in the amount of lending salary expense deferrable in connection with loan originations and an increase of $31 thousand in the contribution to the Employee Stock Ownership Plan. The Employee Stock Ownership Plan contribution increased based upon the improved financial performance of the company. Occupancy expense increased by 5.5%, or $23 thousand, during 1995. The principal cause of the increase was a decline in the occupancy levels of the Company's principal location. The lease of a primary tenant expired at the end of the third quarter of 1995 and was not renewed. Although some of the vacated space is now being used by the Bank of Lodi, management is making efforts to lease the remaining vacant space. Income Taxes - 1995 compared to 1994 The current year tax provision is a tax expense of $399 thousand compared to tax benefit of $53 thousand for 1994. Although the Company had pre-tax income of $285 thousand for 1994, a taxable loss was generated after deducting tax free municipal bond income net of disallowed interest expense associated with carrying the bonds. The company had taxable book income during 1995. The company had an effective tax rate that was below statutory rates due to the continued benefit of tax-free interest income from municipal securities holdings. Earning Assets Although average deposits declined by $1.2 million, decreases in nonearning assets and increases in capital left the level of average earning assets during 1995 virtually constant with 1994. Average earning assets for 1995 were $89.6 million compared to $89.9 million in 1994. As a result of the reduced averages for nonearning assets, the earning asset efficiency ratio (earning assets relative 26 to total assets) increased to 88.5% in 1995 from 88.2% in 1994. The mix of earning assets changed during 1995 as a result of continued softness in the lending market and management efforts to reduce the level of loans for which underwriting criteria were not satisfied. The mix of average loans, investments, and federal funds was 63%, 33%, and 4% for 1995, respectively, compared to 67%, 29%, and 4% for 1994, respectively. Changes in the relative yields of significant earning asset components are discussed in the net interest margin portion of management's discussion and analysis. Loan Portfolio The average loan portfolio was $56.5 million for 1995 compared to $60.5 million for 1994. The decline of $4 million, or 6.6%, was a function of both soft credit demand and the liquidation of certain loan relationships that had credit characteristics that did not meet the Bank's continuing underwriting criteria. The portfolio segments that experienced the greatest declines were commercial and real estate lending. The average commercial portfolio declined by $2.5 million, or 8.2%, while the average real estate portfolio declined by $1.4 million, or 7.2%. The most significant component of the loan portfolio is commercial loans. At December 31, 1995, commercial loans represented 80% of the loan portfolio. The commercial loan portfolio includes agricultural loans, working capital loans to businesses in a number of industries, and loans to finance commercial real estate. Agricultural loans represent approximately 25% of the commercial loan portfolio. Agricultural loans are diversified amongst a number of agricultural areas including dairies, orchards, row crops, vineyards, cattle, and contract harvesting. Agricultural lending risks are generally related to the potential for volatility of agricultural commodity prices. Commodity prices are affected by government programs to subsidize certain commodities, weather, and the potential for changes in overall demand and supply. The remaining commercial loans are to business entities in a number of industries throughout the greater Lodi, California area. Lending risk in this sector of the commercial loan portfolio is related to the health of the local economy and real estate market. Investment Securities The average investment securities portfolio increased by $3.7 million, or 14.1%, during 1995. The increase in the portfolio was generally funded by the reductions in the average loan portfolio of $4 million. New purchases were concentrated primarily in US Agency securities with maturities of less than five years. In addition to these purchases, investments were also made in shares of an institutional money market fund that was designed to be competitive with investments in federal funds. The focus upon short-term investments and money market equivalents can be directly related to the prevailing interest rate environment during 1995. The prospect of rising interest rates kept new purchases necessarily short so as to allow the Company and the Bank to take advantage of rising rates, although the trend in rising rates was reversed late in 1995 when the Federal Reserve began to lower its targeted Federal Funds Rate. As discussed in note 1 (a) to the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities, effective January 1, 1994. The decline in interest rates that occurred in the latter part of 1995 increased the market value of the investment portfolio. At December 31, 1995, the market value of the investment portfolio was in excess of cost by $461 thousand compared to cost being in excess of market at December 31, 1994, by $112 thousand. A significant portion of the market value appreciation in the investment portfolio has taken place within the municipal bond portfolio as this portfolio segment includes many of the longest maturities in the investment portfolio. In addition, the portfolio of collateralized mortgage obligations as well as certain structured agency obligations also experienced a disproportionate share of the overall increase in the market value of the investment portfolio. In some cases, these instruments are tied to floating rate indices that lag the overall decreases in interest rates. Both the collateralized mortgage obligations and the structured agency bonds are considered to be derivative securities under the broadest definitions of derivatives, however; derivative investments in the bank's portfolio are structured such that they fall on the conservative end of the derivative risk spectrum. A portion of the investment portfolio contains structured notes. Structured notes generally carry terms that reference some index or predefined schedule as a means of determining the coupon rate of interest to be paid on the security, and there may also be interest rate caps or floors that limit the extent to which the coupon rate can adjust in any given period and/or for the life of the security. 27 Depending upon the referenced index or predefined schedule as well as the interest rate cap or floor, the coupon rate of a structured note can lead, lag, move in tandem with, or move in the opposite direction of market interest rates. As a result, the market value of the note can be favorably or adversely impacted depending upon the direction and magnitude of change in market interest rates. Structured notes may also contain provisions that give the issuer the right to call the security away from the owner at a predetermined price; therefore, the contractual, expected, and actual final maturity of the notes may differ. The amortized cost of the Bank's structured note portfolio at December 31, 1995 and 1994 was $3.6 million and $3.6 million, respectively, and represented approximately 9.7% and 10.9%, respectively, of the investment portfolio. The market value of the structured note portfolio at December 31, 1995 and 1994 was $3.6 million and $3.4 million, respectively. All of the structured notes were issued by Federal Agencies and therefore carry the implied AAA credit rating of the Federal Government. Approximately $2.6 million of the structured note portfolio carries floating rate coupons that generally lag overall movements in market interest rates, while the remaining $1 million are now fixed after having previously adjusted upward based upon a predefined schedule. The average final maturity of the structured note portfolio at December 31, 1995 and 1994 was approximately one year and two years, respectively. Asset Quality and Allowance for Loan Losses The allowance for loan losses at December 31, 1995, was $959 thousand or 1.86% of loans outstanding compared to $1.1 million, or 1.98% of loans outstanding at December 31, 1994. The absolute level of the allowance declined during 1995 as certain loans for which reserves had been previously established were either favorably resolved or charged off. Nonaccrual loans at December 31, 1995, were $987 thousand, or 29% higher than the balance of $765 thousand at December 31, 1994. The nonaccrual coverage ratio decreased to .97 times at December 31, 1995, compared to 1.47 times at December 31, 1994. Although the portfolio of nonaccrual loans has increased during 1995, the overall credit risk exposure of the nonaccrual portfolio has decreased, and management believes that the current reserve and coverage levels are adequate. The relative health of the overall portfolio as measured by the portfolio delinquency rate continued to improve during 1995. Loan portfolio delinquency at December 31, 1995, was 2.57% compared to 2.71% at December 31, 1994. Other real estate owned represents property acquired through foreclosure or by taking a deed in lieu of foreclosure. The portfolio of other real estate owned increased by $182 thousand during 1995 to $357 thousand at December 31, 1995, compared to $175 thousand at December 31, 1994. Provisions made during 1995 to recognize the impairment of other real estate owned values totaled $60 thousand compared to $115 thousand in 1994. As discussed in Note 1 (c) of the consolidated financial statements, the company adopted the provisions of Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, during the first quarter of 1994. Among other provisions, Statement No. 114 eliminates the application of in-substance foreclosure accounting. For 1995 and 1994 the adoption of Statement No. 114 does not affect the comparability of other real estate owned portfolio balances. Deposits Average deposits decreased by $1.2 million, or 1.4%, in 1995 compared to 1994. Despite the decline in average deposits, noninterest bearing deposits increased by $1 million, or 16.9%, in addition to the 16.3% growth in this deposit category last year. Average negotiable order of withdrawal (NOW), money market and savings deposits declined by $4 million, or 7.9%, in the aggregate. Some of the decline resulted from depositors' reallocation of deposits into certificates of deposit. Average certificates of deposit increased by $1.7 million, or 5.5%. The increase in noninterest bearing demand deposits was due in part to an emphasis on developing business demand deposits in connection with developing overall business banking relationships. The changes in the average deposit balances increased the mix of certificates of deposit for 1995 to 37% from 34%, while noninterest bearing demand balances increased to 8% in 1995 from 7% 1994. Capital Consolidated capital increased by $954 thousand, or 9%, during 1995. The increase was due primarily to net income of $843 thousand plus the after- tax valuation adjustment of $303 thousand related to marking the available for sale securities portfolio to market at December 31, 1995, compared to December 31, 1994. The securities valuation adjustment is required by Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities as discussed in Note 1 28 (b) to the financial statements. The consolidated capital to equity ratio increased to 11.1% at December 31, 1995, from 10.1% at December 31, 1994. The Bank's total risk-based and leverage capital ratios at December 31, 1995, were 15.1% and 9.0%, respectively, compared to 12.7% and 7.9%, respectively, at December 31, 1994. The leverage and total risk-based capital ratios at December 31, 1995, are in excess of the required regulatory minimums of 3% and 8%, respectively. Regulatory minimums may increase during 1996 after the implementation of new guidelines that require banks to hold additional capital if interest rate risk exceeds certain defined thresholds. Application of these rules to the Bank is not expected to have a material impact on the required minimum capital ratios. Liquidity Liquidity is managed on a daily basis by maintaining cash, federal funds sold, and short-term investments at levels commensurate with the estimated requirements for loan demand and fluctuations in deposits. Loan demand and deposit fluctuations are affected by a number of factors, including economic conditions, seasonality of the borrowing and deposit bases, and the general level of interest rates. The bank maintains two lines of credit with correspondent banks as a supplemental source of short-term liquidity in the event that salable investment securities and loans or available new deposit funding are not adequate to meet liquidity needs. The Bank may also borrow on a short-term basis from the Federal Reserve in the event that other liquidity sources are not adequate. At December 31, 1995, liquidity was considered adequate, and funds available in the local deposit market and scheduled maturities of investments are considered sufficient to meet long-term liquidity needs. Compared to 1994, liquidity increased during 1995 as a result of the reduction in average loans outstanding and the corresponding additions to the investment portfolio that carry a greater degree of liquidity than loans. Investment in Bank Premises and Equipment In 1995, investments in bank premises and equipment totaled $231 thousand in comparison to $88 thousand invested in 1994. Over one-half of the capital expenditures for 1995 are attributable to new investment in information systems technology, the foundation of which is expected to be completed and operational in the second quarter of 1996. The total investment in the information systems foundation is expected to be approximately $500 thousand. Subsequent investment to expand the system's functionality in specialized areas, maintain hardware capabilities to support emerging software standards, and upgrade telecommunications is expected to total approximately $200 thousand during 1996 and 1997. The remaining capital expenditures for 1995 were for various operating equipment requirements. Summary of Operating Results - 1994 compared to 1993 1994 was marked by difficult operational changes that had a significant impact on earnings yet were essential to positioning the Company and the Bank for the future. The president and chief executive officer of the company and the bank was terminated on July 29, 1994, in an effort to reorganize the management of the Company and the Bank. The former president and chief executive officer filed a lawsuit against the Company and the Bank for wrongful termination and various other causes of action. Although his claims were settled for a fraction of the alleged damages, the settlement together with the associated costs had a material impact on 1994 operating results. Excluding those costs and other fourth quarter adjustments, core operating results for the last two quarters improved in relation to both the prior year and the first and second quarters of 1994, and consolidated assets reached a record high of over $105 million before the end of the fourth quarter. In addition, the board and new management made significant strides toward being released from the Formal Agreement between the Bank and the Office of the Comptroller of the Currency (OCC). Consolidated assets were $105 million at December 31, 1994, an increase of $5.4 million, or 5.4%, over the comparable total of $99.8 million at December 31, 1993. Average consolidated assets increased by $4.5 million, or 4.6%, to $101.9 million for 1994 compared to $97.4 million for 1993. The increases were the result of growth in both total and average deposits of 4.3% and 4.0%, respectively. Average earning assets increased by $4.4 million, or 5.2%, and represented 88.2% of consolidated average assets for 1994 compared to 87.7% for 1993. Loans declined to 67% of average earning assets in 1994 compared to 75% in 1993 as rising interest rates subdued an already soft local credit environment. The increasing deposit portfolio and declining loan portfolio funded an increase in the average investment portfolio of $10.5 million, or 68%. Consolidated equity increased by $230 thousand to $10.6 million. The increases of $338 thousand and $4 thousand from earnings and option exercises, respectively, were partially offset by a securities valuation adjustment of $112 thousand. The securities valuation adjustment was recorded as a component of equity in accordance with the new Statement of Financial Accounting Standard No. 115, Accounting for Certain Investments in Debt and Equity Securities which was adopted by the Company in the first quarter of 1994. Consolidated equity as a percentage of consolidated assets decreased to 10.1% from 10.4% as the rate of deposit 29 growth exceeded the equity growth rate. The Bank's total risk-based and leverage capital ratios at December 31, 1994 were 12.7% and 7.9%, respectively, compared to 11.9% and 8.0%, respectively, at December 31, 1993. Earnings per share before the cumulative effect of accounting changes declined by 47% in 1994 compared to 1993. Net income and earnings per share were $338 thousand and $.26, respectively, for 1994 compared to net income and earnings per share before the cumulative effect of accounting changes of $640 thousand and $.49, respectively, for 1993. The return on average assets and average equity were .33% and 3.09%, respectively, for 1994 compared to .77% and 7.45%, respectively, for 1993. Rising interest rates and the increase in average earning assets increased the net interest margin by 37 basis points to 5.22%. Although net interest income increased by $553 thousand, or 13%, noninterest income declined by $101 thousand, or 9%, while noninterest expense increased by $1.02 million, or 25%. The increase in noninterest expenses included costs of $433 thousand related to the management transition and fourth quarter charges of nearly $221 thousand to adjust asset valuation reserves. The Bank was released in December 1994 from the Formal Agreement between the Bank and the OCC. The agreement was entered into in October of 1992, and achieving full compliance with the portions of the agreement that had not as of yet been adequately addressed was a top priority of both the board and the new management team. Net Interest Income and Margin - 1994 compared to 1993 Net interest income, interest income less interest expense, increased by $553 thousand, or 13%. The increase is largely the net result of changes in the volume, mix and yield of earning assets and deposits. Average earning assets and deposits increased by 5.2% and 4.0%, respectively, and contributed $121 thousand to the overall increase. Net interest margin, net interest income as a percentage of earning assets, increased by 37 basis points to 5.22% from 4.85% and contributed the remaining $432 thousand of the increase in net interest income. While the mix of noninterest bearing and other interest bearing demand deposits increased relative to higher cost certificates of deposit and helped to lower the overall cost of funds, this benefit was more than offset by reduced average loans outstanding and the corresponding increase in investment securities with yields that are lower than the foregone loan yields. Without these mix changes, net interest income would have been $154 thousand higher. Noninterest Income - 1994 compared to 1993 Noninterest income declined by $101 thousand, or 9%, compared to 1993. Service charge income was nearly equal to 1993 while SBA and mortgage income declined by $126 thousand, or 22%. Service charge income was stable despite an increase of nearly 9% in transaction deposit accounts. SBA and mortgage income consists of transaction income in the form of premiums realized upon the sale of loans, and servicing income related to portfolio administration on behalf of the investors to whom loans were sold. Transaction income declined by 39% in 1994 while servicing income increased by 12.5%. Noninterest Expense - 1994 compared to 1993 Total noninterest expenses increased by $1.02 million, or 25%, in 1994 compared to 1993. The most significant components of the change were an increase of $714 thousand, or 60%, in other noninterest expense and an increase of $246 thousand, or 13%, in salaries and employee benefits. The largest component of the increase in other noninterest expense was the cost associated with the management changes that took place during 1994. Transition costs and accruals totaled $433 thousand and consisted principally of estimated payments and the related legal and professional costs incurred to settle the claims made by the former president and chief executive officer. Other significant elements of the increase in other noninterest expenses included provisions for losses on the sale of other real estate owned which were $77 thousand in excess of the comparable amount in 1993, increased sundry losses related to fraud and robbery in the amount of $69 thousand, and $45 thousand related to the writedown of equipment to be taken out of service and liquidated. Finally, marketing costs increased by 32% due to increased promotional efforts, while legal costs associated with the resolution of a small number of loan relationships increased general legal costs by 58%. Excluding transitional costs and the other aforementioned costs, the remaining other noninterest expenses increased by approximately 2.25% relative to 1993. A significant portion of the increase in salaries and employee benefits is related to several positions that were added in the latter part of 1993 and for which 1994 is the first full year of salary and benefit impact. One branch manager position was also added in 1994. The average increase in compensation for continuing staff positions was approximately 4.5% and made up the remainder of the net increase in salaries and benefits. 30 Income Taxes - 1994 compared to 1993 The 1994 tax provision is a tax benefit of $53 thousand compared to tax expense of $211 thousand for 1993. Although the Company has pre-tax income of $285 thousand for 1994, a taxable book loss is generated after deducting tax free municipal bond income net of disallowed interest expense associated with carrying the bonds. In addition, taxable income for 1994 is significantly in excess of book taxable income as a result of the deferred deductibility of certain outstanding accruals at year end, and this level of taxable income was sufficient to allow the recognition in 1994 of a portion of previously deferred and unrecognized Federal Alternative Minimum Tax credits. Investment Securities The average investment securities portfolio increased by $10.5 million, or 68%, during 1994. New purchases were concentrated primarily in US Agency discount notes with maturities of less than one year and, to a lesser extent, US Agency bonds with maturities of less than three years. In addition to these purchases, investments were also made in shares of an institutional money market fund that was designed to be competitive with investments in federal funds. The prospect of rising interest rates kept new purchases necessarily short so as to allow the Company and the Bank to take advantage of rising rates. Asset Quality and Allowance for Loan Losses The allowance for loan losses at December 31, 1994, was $1.13 million or 1.98% of loans outstanding compared to $924 thousand, or 1.5% of loans outstanding at December 31, 1993. The 22% increase in the allowance is related to specific deterioration for certain loans that could be dependent upon real estate collateral that is particularly sensitive to rising interest rates. Nonaccrual loans at December 31, 1994, were $765 thousand, or 7% higher than the balance of $714 thousand at December 31, 1993. The nonaccrual coverage ratio increased to 1.47 times at December 31, 1994, compared to 1.29 times at December 31, 1993. The relative health of the overall portfolio as measured by the portfolio delinquency rate improved during 1994. Portfolio delinquency at December 31, 1994, was 2.71% compared to 5.12% at December 31, 1993. The portfolio of other real estate owned declined by $232 thousand during 1994 to $175 thousand at December 31, 1994, compared to $407 thousand at December 31, 1993. The decline for the year included $115 thousand in either losses recognized on the sale of other real estate or provisions necessary to reduce the book value of other real estate owned to fair value. Market Price of Company's Stock The Company's common stock is traded in the over-the-counter market and is not presently listed on a national exchange or reported by the NASDAQ Stock Market. Trading of the stock has been limited and has been principally been contained within the Corporation's general service area. As of March 1, 1996, there were 1,170 shareholders of record of the Corporation's common stock.
1995 1994 Bid Price of Common Shares High Low High Low - -------------------------------------------------------- First Quarter $7.00 6.75 $7.50 6.50 Second Quarter 7.00 6.75 7.00 6.75 Third Quarter 7.75 7.00 6.80 6.25 Fourth Quarter 9.00 7.00 6.75 6.75
The foregoing prices are based on trades of which the Corporation is aware and reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent specific transactions. 31 Selected Financial Data
(in thousands except per share amounts) 1995 1994 1993 1992 1991 Consolidated Statement of Income - ------------------------------------------------------------------------------------------ Interest Income 8,089 7,462 6,907 7,499 8,105 Interest Expense 3,138 2,767 2,765 3,646 4,717 Net Interest Income 4,951 4,695 4,142 3,853 3,388 Provision for Loan Losses 115 323 327 836 360 Noninterest Income 940 1,050 1,151 1,099 917 Noninterest Expense 4,534 5,137 4,115 3,752 3,411 Net Income 843 338 746 294 405 - ------------------------------------------------------------------------------------------ Per Share Data Net Income .64 .26 .57 .23 .31 Cash Dividends Declared .15 -- .10 -- -- - ------------------------------------------------------------------------------------------ Consolidated Balance Sheet Data Federal Funds Sold 3,300 2,000 2,600 4,900 3,800 Investment Securities 36,945 33,100 23,956 13,967 11,467 Loans, net of loss reserve and deferred fees 50,524 55,812 59,943 64,482 68,391 Note Payable 2,585 2,618 2,648 2,674 2,698 Total Assets 103,972 105,167 99,806 98,902 100,256 Total Deposits 89,216 89,979 86,174 85,090 87,485 Total Stockholders' Equity 11,564 10,610 10,380 9,653 9,263
32 Independent Auditors' Report The Board of Directors First Financial Bancorp: We have audited the accompanying consolidated balance sheets of First Financial Bancorp and subsidiary as of December 31, 1995 and 1994, and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of First Financial Bancorp and subsidiary as of December 31, 1995 and 1994, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 1995, in conformity with generally accepted accounting principles. As discussed in Note 1 to the financial statements, the Company changed its method of accounting for marketable securities to adopt the provisions of the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities in 1994. Additionally, as discussed in Note 1 to the financial statements, the Company adopted the provisions of Financial Accounting Standards Board's Statement No. 109, Accounting for Income Taxes in 1993. /s/ KPMG Peat Marwick LLP Sacramento, California March 8, 1996 33 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Balance Sheets (in thousands) December 31, 1995 and 1994
Assets 1995 1994 - ---------------------------------------------------------------------------------------- Cash and due from banks (note 2) $ 4,488 5,199 Federal funds sold 3,300 2,000 Investment Securities: (note 3) Held-to-maturity securities (at amortized cost, market value of $2,170 and $2,118 in 1995 and 1994) 2,036 2,038 Available-for-sale securities at fair value 34,909 31,062 - ---------------------------------------------------------------------------------------- Total investments 36,945 33,100 Loans, net of deferred loan fees and allowance for loan losses of $1,320 and $1,500 in 1995 and 1994, respectively (notes 4 & 14) 50,524 55,812 Premises and equipment, net (notes 5 & 8) 6,449 6,640 Accrued interest receivable 1,139 1,103 Other assets (notes 6 & 12) 1,127 1,313 - ---------------------------------------------------------------------------------------- $103,972 105,167 ======================================================================================== Liabilities and Stockholders' Equity - ---------------------------------------------------------------------------------------- Liabilities: Deposits (notes 7 & 14): Noninterest bearing $ 7,863 8,415 Interest bearing 81,353 81,564 - ---------------------------------------------------------------------------------------- Total deposits 89,216 89,979 Accrued interest payable 408 300 Other liabilities (note 12) 199 1,660 Note payable (note 8) 2,585 2,618 - ---------------------------------------------------------------------------------------- Total liabilities 92,408 94,557 Stockholders' equity (notes 13 & 17): Common stock - no par value; authorized 9,000,000 shares, issued and outstanding in 1995, 1,306,996 shares; in 1994, 1,306,296 shares 7,314 7,310 Retained earnings 4,059 3,412 Net unrealized holding gain (loss) on available-for-sale securities 191 (112) - ---------------------------------------------------------------------------------------- Total stockholders' equity 11,564 10,610 - ---------------------------------------------------------------------------------------- Commitments and contingencies (notes 9, 10 & 19) $103,972 105,167 ========================================================================================
See accompanying notes to consolidated financial statements. 34 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Statements of Stockholders' Equity (in thousands except share amounts) Years Ended December 31, 1995, 1994 and 1993
Unrealized Common Stock Retained Securities Shares Amount Earnings Gain(Loss)Net Total - ------------------------------------------------------------------------------------------------------------------------------ - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1992 1,273,500 $7,194 2,459 -- 9,653 Options exercised (Note 13) 40,988 112 -- -- 112 Cash dividend declared (Note 13) -- -- (131) -- (131) Net income -- -- 746 -- 746 - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1993 1,314,488 7,306 3,074 -- 10,380 Shares returned (8,717) -- -- -- -- Options exercised (Note 13) 525 4 -- -- 4 Net unrealized loss on available-for-sale securities, net of tax effect of $80 -- -- -- (112) (112) Net income -- -- 338 -- 338 - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1994 1,306,296 7,310 3,412 (112) 10,610 Options exercised (Note 13) 700 4 -- -- 4 Cash dividends declared (Note 13) -- -- (196) -- (196) Net change in unrealized gain (loss) on available-for-sale securities,net of tax effect of $216 -- -- -- 303 303 Net Income -- -- 843 -- 843 - ------------------------------------------------------------------------------------------------------------------------------ Balance, December 31, 1995 1,306,996 $7,314 4,059 191 11,564 ==============================================================================================================================
See accompanying notes to consolidated financial statements. 35 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Statements of Income (in thousands except per share amounts) Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993 - ------------------------------------------------------------------------ Interest income: Loans, including fees $6,112 5,910 5,833 Investment securities: Taxable 1,424 1,047 459 Exempt from Federal taxes 353 368 440 Federal funds sold 200 134 170 Deposits in banks and other interest income -- 3 5 - ------------------------------------------------------------------------ Total interest income 8,089 7,462 6,907 Interest expense: Deposit accounts 2,859 2,485 2,480 Other 279 282 285 - ------------------------------------------------------------------------ Total interest expense 3,138 2,767 2,765 - ------------------------------------------------------------------------ Net interest income 4,951 4,695 4,142 Provision for loan losses (note 4) 115 323 327 - ------------------------------------------------------------------------ Net interest income after provision for loan losses 4,836 4,372 3,815 Noninterest income: Service charges 492 556 563 Premiums and fees from SBA and mortgage operations 393 444 570 Other 55 50 18 - ------------------------------------------------------------------------ Total noninterest income 940 1,050 1,151 Noninterest expense: Salaries and employee benefits 2,231 2,168 1,922 Occupancy 443 420 399 Equipment 374 388 354 Regulatory assessments 142 260 253 Other (Note 11) 1,344 1,901 1,187 - ------------------------------------------------------------------------ Total noninterest expense 4,534 5,137 4,115 - ------------------------------------------------------------------------ Income before provision for income taxes 1,242 285 851 Provision for income taxes (note 12) 399 (53) 211 - ------------------------------------------------------------------------ Income before cumulative effect of 843 338 640 accounting change Cumulative effect of change in accounting for income taxes (notes 1 & 12) -- -- 106 - ------------------------------------------------------------------------ Net Income $ 843 338 746 ======================================================================== Earnings per share: Income before cumulative effect of accounting change $.64 .26 .49 Cumulative effect of change in accounting for income taxes -- -- .08 - ------------------------------------------------------------------------ Net Income $.64 .26 .57 ========================================================================
See accompanying notes to consolidated financial statements 36 FIRST FINANCIAL BANCORP AND SUBSIDIARY Consolidated Statements of Cash Flows (in thousands) Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993 - ------------------------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 843 338 746 Adjustments to reconcile net income to net cash flows provided by operating activities: Decrease in loans held for resale 201 32 1,455 (Decrease) increase in deferred loan income (12) 44 13 Provision for other real estate owned losses 60 115 38 Depreciation and amortization 422 430 413 Provision for loan losses 115 323 327 Provision for deferred taxes 188 (299) 123 Increase in accrued interest receivable (36) (249) (138) Increase (decrease) in accrued interest payable 108 27 (56) (Decrease) increase in other liabilities (461) 460 44 - ------------------------------------------------------------------------------------------- (Increase) decrease in other assets 393 1,312 2,712 Cash flows from investing activities: Decrease in certificates of deposit in banks -- 100 -- Proceeds from maturity of held-to-maturity securities -- 46 -- Proceeds from maturity of held-for-investment securities -- -- 3,060 Proceeds from maturity of available-for-sale securities 20,218 27,104 -- Proceeds from sale of available-for-sale securities -- 1,000 -- Purchases of held-for-investment securities -- -- (14,049) Purchases of available-for-sale securities (24,544) (36,487) -- Decrease in loans made to customers 4,730 3,824 2,631 Proceeds from the sale of other real estate 11 316 666 Purchases of bank premises and equipment (231) (88) (149) - ------------------------------------------------------------------------------------------- Net cash provided by (used in) investing activities 184 (4,185) (7,841) Cash flows from financing activities: Net (decrease) increase in deposits (763) 3,805 1,084 Payments on notes payable (33) (30) (26) Proceeds received upon exercise of stock options 4 4 112 Dividends paid (196) (131) -- - ------------------------------------------------------------------------------------------- Net cash (used in) provided by financing activities (988) 3,648 1,170 - ------------------------------------------------------------------------------------------- Net increase (decrease) in cash and cash equivalents 589 775 (3,959) Cash and cash equivalents at beginning of year 7,199 6,424 10,383 - ------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 7,788 7,199 6,424 =========================================================================================== Supplemental Disclosures of Cash Flow Information: Cash (paid) received during the year for: Interest $ (3,029) (2,740) (2,821) Income taxes (391) 144 (125)
See accompanying notes to consolidated financial statements 37 FIRST FINANCIAL BANCORP AND SUBSIDIARY Notes to Consolidated Financial Statements December 31, 1995, 1994 and 1993 (1) Summary of Significant Accounting Policies The accounting and reporting policies of First Financial Bancorp (the Company) and its subsidiary, Bank of Lodi, N.A., (the Bank) conform with generally accepted accounting principles and prevailing practices within the banking industry. In preparing the consolidated financial statements, Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenue and expense for the period. Actual results could differ from those estimates applied in the preparation of the consolidated financial statements. The following are descriptions of the more significant accounting and reporting policies: (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiary for all periods presented. All material intercompany accounts and transactions have been eliminated in consolidation. (b) Investment Securities The Company adopted the provisions of Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities (SFAS 115), as of January 1, 1994. Under the provisions of SFAS 115, the Company designates a security as held-to- maturity or available-for-sale when the security is purchased. The selected designation is based upon investment objectives, operational needs, and intent. The Company does not engage in trading activity. Held-to-maturity securities are carried at cost, adjusted for accretion of discounts and amortization of premiums, which are recognized as adjustments to interest income using the interest method. Available- for-sale securities are recorded at fair value with unrealized holding gains and losses, net of the related tax effect reported as a separate component of stockholders' equity until realized. As of December 31, 1995 and 1994, there were no transfers between classifications. To the extent that the fair value of a security is below cost and the impairment of value is permanent, a new cost basis is established using the current market value, and the resulting loss is charged to earnings. Gains and losses realized upon disposition of securities are recorded as a component of noninterest income on the trade date, based upon the net proceeds and the adjusted carrying value of the securities using the specific identification method. (c) Loans Loans are stated at principal balances outstanding, net of deferred origination fees, costs and loan sale premiums. During 1994, the Company adopted the provisions of Statement of Financial Accounting Standards No. 114, Accounting by Creditors for Impairment of a Loan, as amended by Statement No. 118, Accounting by Creditors for Impairment of a Loan-Income Recognition and Disclosures (SFAS 114). A loan within the scope of SFAS 114 is considered impaired when based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement, including scheduled interest payments. For a loan that has been restructured, the contractual terms of the loan agreement refer to the contractual terms specified by the original loan agreement, not the contractual terms specified by the restructuring agreement. Under SFAS 114, an impaired loan is measured based upon the present value of future cash flows discounted at the loan's effective rate, the loan's observable market price, or the fair value of collateral if the loan is collateral dependent. Interest on impaired loans is recognized on a cash basis. SFAS 114 does not apply to large groups of small balance, homogenous loans that are collectively evaluated for impairment. If the measurement of the impaired loan is less than the recorded investment in the loan, an impairment is recognized by adjusting the allowance for loan loss. SFAS 114 does not change the timing of chargeoffs of loans to reflect the amount ultimately expected to be collected. Loans held for sale are carried at the lower of aggregate cost or market. Interest on loans is accrued daily. Nonaccrual loans are loans on which the accrual of interest ceases when the collection of principal or interest is determined to be doubtful by management. It is the general policy of the Company to discontinue the 38 accrual of interest when principal or interest payments are delinquent 90 days or more unless the loan is well secured and in the process of collection. When a loan is placed on non-accrual status, accrued and unpaid interest is reversed against current period interest income. Interest accruals are resumed when such loans are brought fully current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectable as to both principal and interest. (d) Loan Origination Fees and Costs Loan origination fees, net of certain direct origination costs, are deferred and amortized as a yield adjustment over the life of the related loans using the interest method, which results in a constant rate of return. Loan commitment fees are also deferred. Commitment fees are recognized over the life of the resulting loans if the commitments are funded or at the expiration of the commitments if the commitments expire un-exercised. Origination fees and costs related to loans held for sale are deferred and recognized as a component of gain or loss when the related loans are sold. (e) Revenue Recognition on Loan Sales The Bank originates loans under programs administered by the United States Small Business Administration (SBA). The programs generally provide for SBA guarantees of 75% to 90% of each loan. The Bank's general practice is to sell the guaranteed portion of each loan to third parties and retain the balance in its loan portfolio. A portion of the premium received from the sale of the guaranteed portion is recognized as a gain on the sale, and the remainder of the premium is deferred. The gain is the difference between the market value and allocated book value of the portion sold. The deferred premium is amortized into interest income over the estimated life of the retained portion of the loan using the interest method. (f) Loan Servicing Income The Bank services both the sold and retained portions of SBA loans as well as a portfolio of mortgage loans. Servicing income is realized through the retention of an ongoing rate differential between the rate paid by the borrower to the Bank and the rate paid by the Bank to the investor in the loan. (g) Allowance for Loan Losses The allowance for loan losses is established through a provision charged to expense. Loans are charged off against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Recoveries of amounts previously charged off are added back to the allowance. The allowance is an amount that management believes will be adequate to absorb losses inherent in existing loans, standby letters of credit, overdrafts and commitments to extend credit based on evaluations of collectibility and prior loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the portfolio, overall portfolio quality, loan concentrations, specific problem loans, commitments, and current and anticipated economic conditions that may affect the borrowers' ability to pay. While management uses these evaluations to recognize the provision for loan losses, future provisions may be necessary based on changes in the factors used in the evaluations. The allowance for loan losses is also subject to review by the Comptroller of the Currency, the Bank's principal regulator. (h) Premises and Equipment Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the related assets. Estimated useful lives are as follows: Building 35 years Improvements, furniture, and equipment 3 to 10 years Expenditures for repairs and maintenance are charged to operations as incurred; significant betterments are capitalized. Interest expense attributable to construction-in-progress is capitalized. (i) Other Real Estate Owned Other real estate owned (OREO) consists of property acquired through foreclosure and is recorded at the time of foreclosure at its fair market value. Thereafter, it is carried at the lower of cost or fair market value less estimated completion and selling costs. If at foreclosure, the loan balance is greater than the fair market value of the property acquired, the excess is 39 charged against the allowance for loan losses. Subsequent operating expenses or income, changes in carrying value, and gains or losses on disposition of OREO are reflected in current operating results. Fair market value is generally determined based upon independent appraisals. (j) Earnings Per Share Earnings per common and common share equivalent are calculated by dividing net income by the weighted-average number of common and common share equivalents outstanding during the period. Stock owned by the Employee Stock Ownership Plan is included in the weighted average number of common and common share equivalents outstanding for earnings per share calculations. Stock options are considered common share equivalents for this calculation. (k) Income Taxes Effective January 1, 1993, the Company adopted the provisions of Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, and has reported the cumulative effect of that change in the method of accounting for income taxes in the 1993 consolidated statement of income. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Income tax expense is allocated to each entity of the Company based upon analyses of the tax consequences of each company on a stand alone basis. (l) Statements of Cash Flows For purposes of the statements of cash flows, cash, non-interest bearing deposits in other banks and federal funds sold, which generally have maturities of one day, are considered to be cash equivalents. (m) Reclassifications Certain reclassifications not affecting net income or stockholders' equity have been made to prior years' balances to conform with the current year's presentation. (2) Restricted Cash Balances The Bank is required to maintain certain daily reserve balances in accordance with Federal Reserve Board requirements. Aggregate reserves of approximately $788,000 and $789,000 were maintained to satisfy these requirements at December 31, 1995 and 1994, respectively. 40 (3) Investment Securities Investment securities at December 31, 1995 and 1994 consisted of the following:
December 31, 1995 Gross Gross Estimated Unrealized Unrealized Market Amortized Gains Losses Value Cost - ------------------------------------------------------------------------------------ Held to Maturity - ---------------- Municipal Securities $ 2,036,000 134,000 -- 2,170,000 Available for Sale - ------------------ U.S. Treasury securities $ 1,599,000 17,000 -- 1,616,000 U.S. Agency securities 16,368,000 62,000 40,000 16,390,000 Municipal securities 3,560,000 243,000 -- 3,803,000 Collateralized mortgage obligations 2,303,000 32,000 35,000 2,300,000 Debt securities 2,029,000 49,000 1,000 2,077,000 Money market mutual fund 8,640,000 -- -- 8,640,000 Investment in Federal Agency Stock 83,000 -- -- 83,000 - ------------------------------------------------------------------------------------ 34,582,000 403,000 76,000 34,909,000 - ------------------------------------------------------------------------------------ Total $36,618,000 537,000 76,000 37,079,000 ==================================================================================== ==================================================================================== December 31, 1994 Gross Gross Estimated Unrealized Unrealized Market Amortized Gains Losses Value Cost - ------------------------------------------------------------------------------------ Held to Maturity - ---------------- Municipal Securities $ 2,038,000 80,000 -- 2,118,000 Available for Sale - ------------------ U.S. Treasury securities $ 4,392,000 6,000 60,000 4,338,000 U.S. Agency securities 15,129,000 53,000 177,000 15,005,000 Municipal securities 3,958,000 142,000 17,000 4,083,000 Collateralized mortgage obligations 3,828,000 27,000 164,000 3,691,000 Debt securities 249,000 -- 2,000 247,000 Liquid cash mutual fund 3,615,000 -- -- 3,615,000 Investment in FederalAgency Stock 83,000 83,000 - ------------------------------------------------------------------------------------ 31,254,000 228,000 420,000 31,062,000 - ------------------------------------------------------------------------------------ Total $33,292,000 308,000 420,000 33,180,000 ====================================================================================
At December 31, 1994, other liabilities included an accrual of $1,000,000 for an investment security purchased prior to December 31, 1994, and settled in January 1995. This transaction had no affect on cash during 1994 and has been excluded from the Consolidated Statement of Cash Flows for 1994. Investment securities totaling $355,000 and $100,000 were pledged as collateral to secure treasury, tax and loan accounts with the Federal Reserve at December 31, 1995 and 1994, respectively. Gross realized losses and gains on the sale of available-for-sale investment securities were $1,000 and $0 in 1994, respectively. There were no realized loses or gains on the sale of available-for-sale investment securities in 1995 or 1993. 41 Federal Agency stock dividends paid to the Company were $16,000, $7,000, and $5,000 in 1995, 1994 and 1993, respectively. The amortized cost and estimated fair value of debt securities at December 31, 1995, by contractual maturity, or expected maturity where applicable, are shown below. Expected maturities will differ from contractual maturities because certain securities provide the issuer with the right to call or prepay obligations with or without call or prepayment penalties.
December 31, 1995 Amortized Market Cost Value - ---------------------------------------------------------------------- Held to Maturity ---------------- Due in one year or less $ 250,000 253,000 Due after one year through five years 1,786,000 1,917,000 Due after five years through 10 years -- -- Due after 10 years -- -- - ---------------------------------------------------------------------- $ 2,036,000 2,170,000 ====================================================================== Available for Sale ------------------ Due in one year or less................ $19,563,000 19,554,000 Due after one year through five years.. 8,437,000 8,467,000 Due after five years through 10 years.. 4,889,000 5,167,000 Due after 10 years..................... 1,610,000 1,638,000 - ---------------------------------------------------------------------- 34,499,000 34,826,000 - ---------------------------------------------------------------------- $36,535,000 36,996,000 ======================================================================
(4) Loans The Bank grants commercial, installment, real estate construction and other real estate loans to customers primarily in the greater Lodi area. Generally, the loans are secured by real estate or other assets. Although the Bank has a diversified loan portfolio, a significant portion of its debtors' ability to honor their contract is dependent upon the condition of the local real estate market. Outstanding loans consisted of the following at December 31:
1995 1994 - --------------------------------------------------------------------- Commercial $41,538,000 44,847,000 Real estate construction 3,529,000 5,220,000 Other real estate 4,020,000 4,589,000 Installment and other 2,757,000 2,656,000 - --------------------------------------------------------------------- 51,844,000 57,312,000 Deferred loan fees and loan sale premiums (361,000) (373,000) Allowance for loan losses (959,000) (1,127,000) - --------------------------------------------------------------------- $50,524,000 55,812,000 =====================================================================
Included in total loans are loans held for sale of approximately $323,000 and $524,000 for 1995 and 1994, respectively. SBA and mortgage loans serviced by the Bank totaled $35,505,000 and $31,598,000, and $29,909,000 in 1995, 1994, and 1993, respectively. Changes in the allowance for loan losses were as follows:
1995 1994 1993 - --------------------------------------------------------------------------- Balance, beginning of year $1,127,000 924,000 1,334,000 Loans charged off (482,000) (175,000) (763,000) Recoveries 199,000 55,000 26,000 Provision charged to operations 115,000 323,000 327,000 - --------------------------------------------------------------------------- Balance, end of year $ 959,000 1,127,000 924,000 ===========================================================================
42 Nonaccrual loans totaled approximately $987,000 and $765,000 at December 31, 1995, and 1994, respectively Interest income which would have been recorded on such loans was approximately $161,000, $74,000 and $57,000, in 1995, 1994, and 1993, respectively Impaired loans are loans for which it is probable that the Bank will not be able to collect all amounts due The Bank adopted SFAS 114 pertaining to impaired loans on January 1, 1994 December 31, 1995 and 1994, the Bank had outstanding balances of $770,000 and $595,000 in impaired loans which had valuation allowances of $140,000 in 1995 and $158,000 in 1994 The average outstanding balances of impaired loans for the years ended December 31, 1995 and 1994 were $682,000 and $298,000 respectively, on which $22,000 and $40,000, respectively, was recognized as interest income (5) Premises and Equipment Premises and equipment consisted of the following at December 31:
1995 1994 - --------------------------------------------------------------------------- Land $ 694,000 694,000 Building 5,438,000 5,438,000 Leasehold improvements 1,234,000 1,233,000 Furniture and equipment 1,582,000 1,444,000 - --------------------------------------------------------------------------- 8,948,000 8,809,000 Less accumulated depreciation and amortization (2,499,000) (2,169,000) - --------------------------------------------------------------------------- $6,449,000 6,640,000 ===========================================================================
The Company leases a portion of its building to unrelated parties under operating leases which expire in various years. The minimum future rentals to be received on noncancelable leases as of December 31, 1995, for each of the next five years and in the aggregate are:
Year Ending December 31, - --------------------------------------------------- 1996 $ 42,000 1997 32,000 1998 23,000 1999 23,000 2000 23,000 - --------------------------------------------------- Total minimum future rentals $143,000 ===================================================
(6) Other Real Estate Owned Other real estate owned is included in other assets and was $357,000 and $175,000 at December 31, 1995 and 1994, respectively. During 1995, 1994, and 1993, real estate of $254,000, $176,000 and $232,000, respectively, was acquired through foreclosure as settlement for loans These amounts represent noncash transactions, and accordingly, have been excluded from the Consolidated Statements of Cash Flows. The noncash portion of the proceeds from the sale of other real estate totaled $0, $268,000 and $119,000 in 1995, 1994 and 1993, respectively, and has been excluded from the Consolidated Statements of Cash Flows. 43 (7) Deposits The following is a summary of deposits at December 31:
1995 1994 - ----------------------------------------------------------- Demand $ 7,863,000 8,415,000 NOW and Super NOW Accounts 18,910,000 18,842,000 Money Market 13,047,000 14,069,000 Savings 15,880,000 16,680,000 Time, $100,000 and over 12,126,000 10,124,000 Other Time 21,390,000 21,849,000 - ----------------------------------------------------------- $89,216,000 89,979,000 ===========================================================
Interest paid on time deposits in denominations of $100,000 or more was approximately $561,000, $395,000 and $394,000 in 1995, 1994 and 1993, respectively. (8) Note Payable During 1991, the Company secured financing of $2,700,000. The remaining balance of the note of $2,585,000 is due November of 1996, is secured by the Company's building and premises, and bears a fixed interest rate of 10.45%. (9) Operating Leases The Bank has noncancelable operating leases with unrelated parties for office space and equipment. The lease payments for future years are as follows:
Year Ending December 31, Lease Payments - -------------------------------------------- 1996 $23,000 1997 1,000 - -------------------------------------------- $24,000 ============================================
Total rental expense for operating leases was approximately $67,000 in 1995 and $66,000 in 1994 and 1993. (10) Financial Instruments with Off-Balance Sheet Risk In the normal course of business, the Company is a party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit and standby letters of credit. The Company's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. 44 At December 31, 1995 and 1994, financial instruments whose contract amounts represent credit risk are as follows:
1995 1994 - ------------------------------------------------------------- Commitments to extend credit $9,789,000 11,538,000 ============================================================= ============================================================= Standby letters of credit $ 153,000 80,000 =============================================================
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates, other termination clauses and may require payment of a fee. Many of the commitments are expected to expire without being drawn upon and accordingly, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. Upon extension of credit, the amount of collateral obtained, if any, is based on management's credit evaluation of the counter-party. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing or other real estate. Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. These guarantees are primarily issued to support private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral obtained, if any, is varied. (11) Other Noninterest Expense Other noninterest expense for the years 1995, 1994 and 1993 included the following significant items:
1995 1994 1993 - ----------------------------------------------------------------------- Management transition expenses $ 18,000 433,000 -- Directors' fees 109,000 84,000 82,000 Provision for other real estate owned losses 60,000 115,000 38,000 Legal fees 142,000 90,000 57,000
(12) Income Taxes The provision for income taxes for the years 1995, 1994 and 1993 consisted of the following: 1995 Federal State Total - ----------------------------------------------------------------------------------- Current $ 143,000 68,000 211,000 Deferred, net 118,000 70,000 188,000 - ----------------------------------------------------------------------------------- Income tax expense $ 261,000 138,000 399,000 =================================================================================== 1994 - ----------------------------------------------------------------------------------- Current $ 160,000 86,000 246,000 Deferred, net (220,000) (79,000) (299,000) - ----------------------------------------------------------------------------------- Income tax expense $ (60,000) 7,000 (53,000) =================================================================================== 1993 - ----------------------------------------------------------------------------------- Current $ 49,000 39,000 88,000 Deferred, net 77,000 46,000 123,000 - ----------------------------------------------------------------------------------- Income tax expense $ 126,000 85,000 211,000 ===================================================================================
45 Income taxes payable of approximately $25,000 and $173,000 are included in other liabilities at December 31, 1995 and 1994, respectively. Deferred tax assets of approximately $324,000 and $728,000 are included in other assets at December 31, 1995 and 1994. The provision for income taxes differs from amounts computed by applying the statutory Federal income tax rate to operating income before income taxes. The reasons for these differences are as follows:
1995 1994 1993 Amount Rate Amount Rate Amount Rate - ----------------------------------------------------------------------------------------------------------- Federal income tax expense, at statutory income tax rates $ 422,000 34% 97,000 34% 289,000 34% State franchise tax expense, net of federal income tax benefits 87,000 7 20,000 7 57,000 7 Tax-free municipal interest income (110,000) (9) (118,000) (41) (139,000) (16) Tax-free loan interest income -- -- (11,000) (4) -- -- Change in the beginning of the year deferred tax asset valuation allowance -- -- (17,000) (6) 27,000 3 Tax loss carryback benefit -- -- -- -- (14,000) (2) Other -- -- (24,000) (9) (9,000) (1) - ----------------------------------------------------------------------------------------------------------- $ 399,000 32% (53,000) (19%) 211,000 25% ===========================================================================================================
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 1995 and in 1994 are presented below.
Deferred tax assets: 1995 1994 - ---------------------------------------------------------------------------------- Allowance for loan losses $ 271,000 359,000 - ----------------------------------------------------------- --------- --------- Reserve for losses on other real estate owned 77,000 56,000 Deferred loan income 114,000 114,000 Deferred compensation 76,000 75,000 Alternative minimum tax credit carryforwards 160,000 162,000 Settlement accruals 20,000 191,000 Net unrealized loss on available-for-sale securities, net -- 80,000 Other 44,000 46,000 - ---------------------------------------------------------------------------------- Total gross deferred tax assets 762,000 1,083,000 Less valuation allowance (133,000) (133,000) - ---------------------------------------------------------------------------------- Deferred tax assets, net of allowance 629,000 950,000 - ---------------------------------------------------------------------------------- Deferred tax liabilities: Accumulated depreciation (44,000) (63,000) Deferred loan origination costs (78,000) (86,000) Unrealized gain on available-for-sale securities, net (136,000) -- Other (47,000) (73,000) - ---------------------------------------------------------------------------------- Total gross deferred tax liabilities (305,000) (222,000) - ---------------------------------------------------------------------------------- Net deferred tax asset $ 324,000 728,000 ==================================================================================
There was no change in the valuation allowance for deferred tax assets for the year ended December 31, 1995. The valuation allowance for deferred tax assets as of January 1, 1994, was $150,000. The net change in the total valuation allowance for the year ended December 31, 1994, was a decrease of $17,000. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods which the deferred tax assets are 46 deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences, net of the existing valuation allowances at December 31, 1995 and 1994. At December 31, 1995, the Company has alternative minimum tax credit carryforwards of approximately $160,000 which are available to reduce future federal regular income taxes, if any, over an indefinite period. As discussed in note 1 (k), the Company adopted Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes, as of January 1, 1993. The cumulative effect of adopting Statement 109 of $106,000 was determined as of January 1, 1993, and is reported separately in the consolidated statement of income for the year ended December 31, 1993. (13) Stockholders' Equity (a) Stock Options In December 1982, the Board of Directors adopted the First Financial Bancorp 1982 Stock Incentive Plan. A total of 250,000 shares of the Company's common stock were reserved for issuance under the Plan. Options were granted at an exercise price not less than the fair market value of the stock at the date of grant and became exercisable over varying periods of time and expired 10 years from such date. In February 1991, the Board of Directors adopted the First Financial Bancorp 1991 Employee Stock Option Plan and Director Stock Option Plan. The maximum number of shares issuable under the Employee Stock Option Plan is 178,500. The maximum number of shares issuable under the Director Stock Option Plan was 55,000. Options are granted at an exercise price of at least 100% and 85% of the fair market value of the stock on the date of grant for the Employee Stock Option Plan and the Director Stock Option Plan respectively. The 1991 Plans replaced the 1982 Plan; however, this does not adversely affect any stock options outstanding under the 1982 Plan. In May, 1995, the 1991 Director Stock Option Plan was amended to grant in 1995 options that were otherwise grantable in subsequent years. Transactions during 1995, 1994 and 1993 related to the stock option plan were as follows:
Shares Options Outstanding Available Exercise Price For Grant Shares Per Share - -------------------------------------------------------------------------------- Balance, December 31, 1992 211,800 94,469 $ 4.54 - 10.43 ================================================================================ Options granted (39,725) 39,725 $ 6.80 - 7.50 ================================================================================ Options exercised -- (66,556) $ 4.54 - 8.57 ================================================================================ Balance, December 31, 1993 172,075 67,638 $ 6.80 - 10.43 ================================================================================ Options granted (139,725) 139,725 $ 5.74 - 6.75 ================================================================================ Options exercised -- (525) $ 6.80 ================================================================================ Options surrendered 50,000 (50,000) $ 7.50 ================================================================================ Balance, December 31, 1994 82,350 156,838 $ 5.74 - 10.43 ================================================================================ Options granted (55,350) 55,350 $ 5.78 - 6.80 ================================================================================ Options exercised -- (700) $ 5.74 - 6.50 ================================================================================ Options expired -- (1,764) $10.43 ================================================================================ Balance, December 31, 1995 27,000 209,724 $ 5.74 - 10.43 ================================================================================
At December 31, 1995, options for 46,414 shares were exercisable at prices varying from $5.74 to $10.43 per share. Options exercised during 1993 included options exercised in a cashless manner whereby no cash is paid by the optionee, and the actual shares issued are determined by dividing the difference between the options gross market value and option price by 47 the market value per share of the stock on the date of exercise. The effect of cashless exercises was to reduce the shares otherwise issuable under those options by 25,568 shares. (b) Employee Stock Ownership Plan Effective January 1, 1992, the Bank established the Bank of Lodi Employee Stock Ownership Plan. The plan covers all employees, age 21 or older, beginning with the first plan year in which the employee completes at least 1,000 hours of service. The Bank's annual contributions to the plan are made in cash and are at the discretion of the Board of Directors based upon a review of the Bank's profitability. A contribution of approximately $56,000 was approved for 1995 and is included as part of salaries and benefits expense. Contributions for 1994 and 1993 totaled approximately $25,000 and $78,000, respectively. As of December 31, 1995, the plan owned 17,429 shares of Company Common Stock. Contributions to the plan are invested primarily in the Common Stock of First Financial Bancorp and are allocated to participants on the basis of salary in the year of allocation. Benefits become 20% vested after the third year of credited service, with an additional 20% vesting each year thereafter until 100% vested after seven years. (c) Dividends and Dividend Restrictions On November 10, 1993, the Company's Board of Directors declared a cash dividend of ten cents per share payable on March 1, 1994, to shareholders of record on December 31, 1993. On April 20, 1995, the Company's Board of Directors declared a cash dividend of five cents per share payable on May 30, 1995, to shareholders of record on May 15, 1995. On July 27, 1995, the Board of Directors declared a cash dividend of five cents per share payable on August 30, 1995, to shareholders of record on August 15, 1995. On November 22, 1995, the Board of Directors declared a cash dividend of five cents per share payable on November 30, 1995, to shareholders of record on November 15, 1995. On January 25, 1996, the Board of Directors declared a cash dividend of five cents per share payable February 28, 1996 to shareholders of record on February 15, 1996. The Company's principal source of funds for dividend payments is dividends received from its subsidiary Bank. Under applicable Federal laws, permission to pay a dividend must be granted to a Bank by the Comptroller of the Currency if the total dividend payment of any national banking association in any calendar year exceeds the net profits of that year, as defined, combined with net profits for the two preceding years. At December 31, 1995, there were Bank retained earnings of $2,121,000 free of this condition. (d) Weighted Average Shares Outstanding Weighted-average shares used in the computation of earnings per share were 1,321,764, 1,306,514 and 1,308,458 for 1995, 1994 and 1993, respectively. (14) Related Party Transactions During the normal course of business, the Bank enters into transactions with related parties, including directors, officers, and affiliates. These transactions include borrowings from the Bank with substantially the same terms, including rates and collateral, as loans to unrelated parties. At December 31, 1995 and 1994, respectively, such borrowings totaled $1,803,000 and $2,536,000. Deposits of related parties held by the Bank totaled $1,800,000 and $2,117,000 at December 31, 1995 and 1994, respectively. 48 The following is an analysis of activity with respect to the aggregate dollar amount of loans made by the Bank to directors, officers and affiliates for the years ended December 31:
1995 1994 - ---------------------------------------------------------- Balance, beginning of year $ 2,536,000 2,331,000 Loans funded 1,290,000 694,000 Principal repayments (2,023,000) (489,000) - ---------------------------------------------------------- Balance, end of year $ 1,803,000 2,536,000 ==========================================================
(15) Parent Company Financial Information This information should be read in conjunction with the other notes to the consolidated financial statements. The following presents summary balance sheets as of December 31, 1995 and 1994, and statements of income, and cash flows information for the years ended December 31, 1995, 1994, and 1993. 49 Balance Sheets:
Assets 1995 1994 - -------------------------------------------------------------------------------------------------- Cash in bank $ 45,000 123,000 Investment securities available-for-sale, at fair value 382,000 509,000 Premises and equipment, net 4,418,000 4,560,000 Investment in wholly-owned subsidiary 9,238,000 8,000,000 Other assets 66,000 77,000 - -------------------------------------------------------------------------------------------------- $14,149,000 13,269,000 ================================================================================================== Liabilities and Stockholders' Equity - -------------------------------------------------------------------------------------------------- Note payable $ 2,585,000 2,618,000 Accounts payable and other liabilities -- 41,000 - -------------------------------------------------------------------------------------------------- Total liabilities 2,585,000 2,659,000 - -------------------------------------------------------------------------------------------------- Common stock 7,314,000 7,310,000 Retained earnings 4,059,000 3,412,000 Unrealized holding gain (loss) on available- for-sale securities, net 191,000 (112,000) - -------------------------------------------------------------------------------------------------- Total stockholders' equity 11,564,000 10,610,000 - -------------------------------------------------------------------------------------------------- $14,149,000 13,269,000 ================================================================================================== Income Statements: 1995 1994 1993 - -------------------------------------------------------------------------------------------------- Interest from subsidiary $ -- 6,000 8,000 Rent from subsidiary 456,000 445,000 424,000 Interest from unrelated parties 23,000 18,000 23,000 Other expenses (610,000) (586,000) (568,000) Equity in undistributed income of subsidiary 935,000 385,000 800,000 Income tax benefit 39,000 70,000 88,000 - -------------------------------------------------------------------------------------------------- Income before cumulative effect of accounting change 843,000 338,000 775,000 Cumulative effect of change in accounting for income taxes -- -- 29,000 - -------------------------------------------------------------------------------------------------- Net income $ 843,000 338,000 746,000 ================================================================================================== Cash Flow Statements: 1995 1994 1993 - -------------------------------------------------------------------------------------------------- Net Income $ 843,000 338,000 746,000 Adjustments to reconcile net income to net cash flows provided by operating activities: Depreciation and amortization 142,000 142,000 170,000 Provision for deferred taxes 4,000 (7,000) 26,000 (Decrease) increase in other liabilities (41,000) (90,000) 131,000 Decrease in other assets 7,000 34,000 60,000 Increase in equity of subsidiary (935,000) (385,000) (800,000) - -------------------------------------------------------------------------------------------------- Net cash provided by operating activities 20,000 32,000 333,000 Proceeds from sale of available-for-sale securities 127,000 -- -- Purchase of available-for-sale securities -- (509,000) -- Decrease (increase) in loans -- 220,000 (4,000) - -------------------------------------------------------------------------------------------------- Net cash provided by (used by) investing activities 127,000 (289,000) (4,000) Payments on notes payable (33,000) (30,000) (26,000) Proceeds received upon exercise of stock options 4,000 4,000 112,000 Dividends paid (196,000) -- (131,000) - -------------------------------------------------------------------------------------------------- Net cash used by financing activities (225,000) (26,000) (45,000) - -------------------------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------- Net (decrease) increase in cash (78,000) (283,000) 284,000
50
- -------------------------------------------------------------------------------------------------- Cash at beginning of year 123,000 406,000 122,000 - -------------------------------------------------------------------------------------------------- Cash at end of year $ 45,000 123,000 406,000 ==================================================================================================
(16) Lines of Credit The Company has two lines of credit with correspondent banks totaling $3,500,000. As of December 31, 1995 and 1994, no amounts were outstanding under these lines of credit. (17) Regulatory Matters The Federal Deposit Insurance Corporation (FDIC) has specified guidelines for purposes of evaluating a Bank's capital adequacy. Banks are required to satisfy two separate capital requirements. First, a bank must meet a minimum leverage capital ratio ranging from 3% to 5% based upon the bank's CAMEL (capital adequacy, asset quality, management, earnings, and liquidity) rating. At December 31, 1995, the Bank's leverage capital ratio was 8.96%. Second, a bank must meet a minimum risk-based capital ratio of 8.00%. Risk- based capital guidelines vary from leverage capital guidelines by redefining the components of capital, categorizing assets into different risk classes, and including certain off-balance sheet items in the calculation of the capital ratio. The effect of the risk-based capital guidelines is that banks with high risk exposure will be required to raise additional capital while institutions with low risk exposure could, with the concurrence of regulatory authorities, be permitted to operate with lower capital ratios. At December 31, 1995, the Bank's risk-based capital ratio was 15.08%. (18) Fair Values of Financial Instruments Effective December 31, 1995, the company adopted the provisions of SFAS 107 "Disclosures About Fair Value of Financial Investments," which requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value. The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments: Cash and cash equivalents: The carrying amounts reported in the balance sheet for cash and federal funds sold are a reasonable estimate of fair value. Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments. (See note 3). Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans (e.g., commercial real estate, mortgage loans, commercial and construction loans, and installment loans) are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Commitments to extend credit and standby letters of credit: The majority of commitments to extend credit and standby letters of credit contain variable rates of interest and credit deterioration clauses, and therefore, the carrying value of these credit commitments approximates fair value. Deposit liabilities: The fair values disclosed for demand deposits (e.g., interest and non-interest checking, savings, and money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values for fixed-rate time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered on time deposits to a schedule of aggregated expected monthly maturities on time deposits. Limitations: Fair value estimates are made at a specific point in time, based on relevant market information and information 51 about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company's entire holdings of a particular financial instrument. Because no market exists for a significant portion of the Company's financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Fair value estimates are based on existing on-and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets or liabilities include deferred tax assets, premises, and equipment. In addition, the tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in many of the estimates. The estimated fair values of the Bank's financial instruments are approximately as follows:
1995 ------------------------ Carrying Fair Amount Value - ----------------------------------------------------------------------- Financial assets: Cash and federal funds sold $ 7,788,000 7,788,000 Investment securities $36,945,000 37,079,000 Loans: Gross Loans $51,844,000 51,542,000 Less: Allowance for loan losses (959,000) (959,000) Deferred loan fees and loan sale premiums (361,000) (361,000) Net loans $50,524,000 50,222,000 - ----------------------------------------------------------------------- - ----------------------------------------------------------------------- Financial liabilities: Deposits: Demand $ 7,863,000 7,863,000 Now and Super Now accounts 18,910,000 18,910,000 Money Market 13,047,000 13,047,000 Savings 15,880,000 15,880,000 Time 33,516,000 33,620,000 - ----------------------------------------------------------------------- Total deposits $89,216,000 89,320,000 Note payable 2,585,000 2,585,000
Contract Carrying Fair Amount Amount Value - ------------------------------------------------------------------------------------ Unrecognized financial instruments: - ------------------------------------------------------------------------------------ Commitments to extend credit $ 9,789,000 -- 98,000 Standby letters of credit 153,000 -- 2,000
(19) Legal Proceedings The bank is involved in various legal actions arising in the ordinary course of business. In the opinion of management, after consulting with legal counsel, the ultimate disposition of these matters will not have a material effect on the Bank's financial condition, results of operations, or liquidity. 52 (20) Derivative Financial Instruments In October, 1994, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 119, Disclosure about Derivative Financial Instruments and Fair Value of Financial Instruments (SFAS 119), effective for financial statements issued for fiscal years ending after December 15, 1994. This statement requires certain disclosures for off- balance sheet derivative financial instruments. As of December 31, 1995, the Company has no off-balance sheet derivatives requiring additional disclosure under the provisions of SFAS 119. The Company holds $2,300,000 in collateralized mortgage obligations and $3,568,000 in structured notes as of December 31, 1995, which are considered derivative financial instruments under the provisions of SFAS 119. These investments are held in the available-for-sale portfolio. (21) Prospective Accounting Pronouncements (a) Stock Based Compensation In October, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123, Accounting for Stock Based Compensation (SFAS 123). This statement is effective for fiscal years beginning after December 15, 1995. SFAS 123 defines a fair value method of accounting for employee stock options issued and encourages all entities to adopt that method of accounting. However, it also allows an entity to continue to measure compensation cost for stock option plans using the intrinsic value based method of accounting as prescribed by Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees and to instead make pro forma disclosures of net income and earnings per share as if the fair value based method of accounting as defined by SFAS 123 had been applied. It is management's intention to account for stock options under APB Opinion No. 25. (b) Long-Lived Assets In March, 1995, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of (SFAS 121). The provisions of SFAS 121 are effective for financial statements issued for years beginning after December 15, 1995. This statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Additionally, this statement requires that long-lived assets and certain identifiable intangibles to be disposed of be reported at the lower of the carrying amount or fair value less cost to sell. It is management's opinion that applying the provisions of this statement will not have a significant effect on the Company's financial position. 53
EX-23 3 CONSENT OF KPMG EXHIBIT 23 The Board of Directors First Financial Bancorp: We consent to incorporation by reference in the registration statement dated April 23, 1991 on Form S-8 of First Financial Bancorp of our report dated March 8, 1996, relating to the consolidated balance sheets of First Financial Bancorp and subsidiary as of December 31, 1995 and 1994 and the related consolidated statements of income, stockholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 annual report on Form 10-K of First Financial Bancorp. /s/ KPMG Peat Marwick LLP Sacramento, California March 26, 1996 54 EX-27 4 FINANCIAL DATA SCHEDULE
9 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 31, 1995 ANNUAL REPORT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 4,488,000 0 3,300,000 0 34,909,000 2,036,000 2,170,000 51,483,000 959,000 103,972,000 89,216,000 0 607,000 2,585,000 0 0 7,314,000 4,250,000 103,972,000 6,112,000 1,777,000 200,000 8,089,000 2,859,000 279,000 4,951,000 115,000 0 4,534,000 1,242,000 1,242,000 0 0 843,000 .64 .64 5.52 987,000 118,000 0 0 1,127,000 482,000 199,000 959,000 959,000 0 608,000
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