================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period ended June 30, 2000 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to 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) NA (Former name, former address and former fiscal year, if changed since last report.) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No As of August 4, 2000 there were 1,516,798 shares of Common Stock, no par value, outstanding. ================================================================================ FIRST FINANCIAL BANCORP FORM 10-Q FOR THE QUARTER AND SIX MONTH PERIOD ENDED JUNE 30, 2000 TABLE OF CONTENTS Page ---- PART I Item 1. Consolidated Financial Statements and Notes to Consolidated Financial Statements................................................... 1 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................. 8 Item 3. Quantitative and Qualitative Disclosures about Market Risk............. 16 PART II Item 1. Legal Proceedings...................................................... 16 Item 2. Changes in Securities.................................................. 16 Item 3. Defaults Upon Senior Securities........................................ 16 Item 4. Submission of Matters to a Vote of Security Holders ................... 16 Item 5. Other Information...................................................... 16 Item 6. Exhibits and Reports on Form 8-K....................................... 16 i ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS FIRST FINANCIAL BANCORP AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (in thousands except share amounts) June 30, December 31, 2000 1999 -------------- --------------- Assets - ----------------------------------------------------------------- Cash and due from banks $ 9,391 $ 9,309 Federal funds sold 5,500 100 Investment securities: Available-for-sale, at fair value 35,187 36,096 Loans 116,877 112,174 Less: allowance for loan losses (2,668) (2,580) -------------- -------------- Net loans 114,209 109,594 Bank premises and equipment, net 7,105 7,096 Accrued interest receivable 1,709 1,487 Other assets 13,108 12,652 -------------- -------------- Total Assets $ 186,209 $ 176,334 ============== ============== Liabilities and Stockholders' Equity - ----------------------------------------------------------------- Liabilities: Deposits: Non-interest bearing $ 20,745 $ 21,054 Interest bearing 141,022 135,107 -------------- -------------- Total deposits 161,767 156,161 Accrued interest payable 307 304 Short term borrowings 8,347 4,300 Other liabilities 563 1,048 -------------- -------------- Total liabilities 170,984 161,813 Stockholders' equity: Common stock - no par value; authorized 9,000,000 shares, issued and outstanding in 2000 and 1999, 1,516,798 and 1,433,734 respectively 9,250 8,433 Retained earnings 6,090 6,354 Accumulated other comprehensive loss (115) (266) -------------- -------------- Total stockholders' equity 15,225 14,521 -------------- -------------- Total Liabilities and Stockholders' Equity $ 186,209 $ 176,334 ============== ============== <FN> See accompanying notes. </FN> -1- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Consolidated Statements of Income (Unaudited) (in thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, ------------------------ ----------------------- 2000 1999 2000 1999 ------- ------- ------- ------- Interest income: Loans, including fees $ 2,657 $ 2,317 $ 5,221 $ 4,563 Investment securities: Taxable 417 555 870 1,135 Exempt from federal taxes 140 52 277 104 Federal funds sold 64 52 106 132 ------- ------- ------- ------- Total interest income 3,278 2,976 6,474 5,934 Interest expense: Deposit accounts 981 911 2,016 1,849 Short term borrowings 174 -- 174 -- ------- ------- ------- ------- Total interest expense 1,155 911 2,190 1,849 ------- ------- ------- ------- Net interest income 2,123 2,065 4,284 4,085 Provision for loan losses 65 101 100 201 ------- ------- ------- ------- Net interest income after provision for loan losses 2,058 1,964 4,184 3,884 Non-interest income: Service charges 329 239 644 447 Premiums and fees from SBA and mortgage operations 137 162 327 378 Miscellaneous 163 79 320 140 ------- ------- ------- ------- Total non-interest income 629 480 1,291 965 Non-interest expense: Salaries and employee benefits 1,119 980 2,237 1,912 Occupancy 262 186 463 385 Equipment 131 151 310 307 Other 1,007 871 1,848 1,573 ------- ------- ------- ------- Total non-interest expense 2,519 2,188 4,858 4,177 ------- ------- ------- ------- Income before provision for income taxes 168 256 617 672 Provision for income tax (benefit) expense (28) 78 75 221 ------- ------- ------- ------- Net income $ 196 $ 178 $ 542 $ 451 Unrealized gain (loss) on available for sale securities, net of tax 262 (181) 151 (278) ------- ------- ------- ------- Total comprehensive income (loss) 458 (3) 693 173 ======= ======= ======= ======= Earnings per share: Basic $ 0.13 $ 0.12 $ 0.36 $ 0.30 ======= ======= ======= ======= Diluted $ 0.13 $ 0.11 $ 0.35 $ 0.29 ======= ======= ======= ======= Dividends declared per share $ -- $ 0.05 $ -- $ 0.10 ======= ======= ======= ======= See accompanying notes. -2- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Consolidated Statements of Stockholders' Equity and Comprehensive Income (Unaudited) (in thousands except share amounts) Six Months Ended June 30, 1999 Accumulated Common Common Other Stock Stock Comprehensive Retained Comprehensive Description Shares Amounts Income Earnings Income Total - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1998 1,349,292 $ 7,584 5,971 302 13,857 Comprehensive income: Net income $ 451 451 451 ----------- Other comprehensive loss: Unrealized holding losses on securities available for sale arising during the current period, net of tax benefit of $202 (278) ----------- Total other comprehensive loss (278) (278) (278) ----------- Comprehensive income $ 173 =========== Options exercised 34,825 232 232 Stock dividend 40,860 (7) (7) Cash dividend (138) (138) -------------------------- --------------------------------------- Balance at June 30, 1999 1,424,977 $ 7,816 6,277 24 14,117 ========================== ======================================= Six Months Ended June 30, 2000 Accumulated Common Common Other Stock Stock Comprehensive Retained Comprehensive Description Shares Amounts Income Earnings Income Total - ------------------------------------------------------------------------------------------------------------------------------------ Balance at December 31, 1999 1,433,734 $ 8,433 6,354 (266) 14,521 Comprehensive income: Net income $ 542 542 542 ----------- Other comprehensive income: Unrealized holding gains on securities available for sale arising during the current period, net of tax of $109 151 ----------- Total other comprehensive income 151 151 151 ----------- Comprehensive income $ 693 =========== Options exercised 11,300 85 85 Stock dividend 71,764 732 (732) Cash dividend (74) (74) -------------------------- --------------------------------------- Balance at June 30, 2000 1,516,798 $ 9,250 6,090 (115) 15,225 ========================== ======================================= See accompanying notes. -3- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (in thousands) Six Months Ended June 30, 2000 1999 -------- -------- Cash flows from operating activities: Net income $ 542 $ 451 Adjustments to reconcile net income to net cash used in operating activities: Increase in loans held for sale (1,270) (1,959) Increase in deferred loan income 20 35 Depreciation & amortization 629 541 Provision for loan losses 100 201 Increase in accrued interest receivable (222) (114) Increase (decrease) in accrued interest payable 3 (43) Decrease in other liabilities (485) (39) Increase in Cash Surrender Value Life Insurance (225) (77) Decrease (increase) in other assets 443 (245) -------- -------- Net cash used in operating activities (465) (1,249) Cash flows from investing activities: Proceeds from maturity of available-for-sale securities 1,954 4,279 Proceeds from sale of available-for-sale securities -- 14,450 Purchase of available-for-sale securities (899) (11,850) Increase in loans made to customers (3,465) (8,822) Proceeds from the sale of other real estate 10 -- Purchases of bank premises, equipment and intangible assets (417) (202) Purchase of cash surrender value life insurance (900) -- -------- -------- Net cash used in investing activities (3,717) (2,145) Cash flows from financing activities: Net increase in deposits 5,606 1,419 Increase in short term borrowings 4,047 -- Proceeds from issuance of common stock 85 232 Payment of dividends (73) (138) Payment for fractional stock dividends (1) (7) -------- -------- Net cash provided by financing activities 9,664 1,506 Net increase (decrease) in cash and cash equivalents 5,482 (1,888) Cash and cash equivalents at beginning of period 9,409 12,129 -------- -------- Cash and cash equivalents at end of period $ 14,891 $ 10,241 ======== ======== Supplemental Discolsures of Cash Flow Information: Cash paid for interest payments $ 2,187 1,892 Cash paid for taxes $ 491 570 See accompanying notes. -4- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2000 and December 31, 1999 (1) Summary of Significant Accounting Policies The accounting and reporting policies of First Financial Bancorp (the Company) and its subsidiaries, Bank of Lodi, N.A., (the Bank) and Western Auxiliary Corporation (WAC) 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. There were no new accountings standards adopted during the current period. (2) Weighted Average Shares Outstanding Per share information is based on weighted average number of shares of common stock outstanding during each three- and six-month periods after giving retroactive effect for the five percent stock dividend declared for shareholders of record May 9, 2000, payable May 23, 2000. Basic earnings per share (EPS) is computed by dividing net income available to shareholders by the weighted average common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to shareholders by the weighted average common shares outstanding during the period plus potential common shares outstanding. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. -5- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2000 and December 31, 1999 (2) Weighted Average Shares Outstanding (continued) The following table provides a reconciliation of the numerator and denominator of the basic and diluted earnings per share computation of the three and six month periods ending June 30, 2000 and 1999: Income Shares Per-Share Three months ended June 30, 2000 (numerator) (denominator) Amount ---------------------------------------------------------- --------------- -- --------------- -------------- Basic earnings per share $ 196,000 1,516,798 $ .13 Effect of dilutive securities - 38,022 - --------------- --------------- Diluted earnings per share $ 196,000 1,554,820 $ .13 =============== =============== Income Shares Per-Share Three months ended June 30, 1999 (numerator) (denominator) Amount ---------------------------------------------------------- --------------- -- --------------- -------------- Basic earnings per share $ 178,000 1,493,915 $ .12 Effect of dilutive securities - 69,034 - --------------- --------------- Diluted earnings per share $ 178,000 1,562,949 $ .11 =============== =============== Income Shares Per-Share Six months ended June 30, 2000 (numerator) (denominator) Amount ---------------------------------------------------------- --------------- -- --------------- -------------- Basic earnings per share $ 542,000 1,512,918 $ .36 Effect of dilutive securities - 39,075 - --------------- --------------- Diluted earnings per share $ 542,000 1,551,993 $ .35 =============== =============== Income Shares Per-Share Six months ended June 30, 1999 (numerator) (denominator) Amount ---------------------------------------------------------- --------------- -- ---------------- ------------- Basic earnings per share $ 451,000 1,482,129 $ .30 Effect of dilutive securities - 66,778 - --------------- ---------------- Diluted earnings per share $ 451,000 1,548,907 $ .29 =============== ================ (3) Allowance for Loan Losses The following summarizes changes in the allowance for loan losses for the six month periods ended June 30, 2000 and 1999 and the twelve month period ended December 31, 1999: 6/30/00 6/30/99 12/31/99 -------------- ------------- -------------- Balance at beginning of period $ 2,580,000 1,564,000 1,564,000 Loans charged off (23,000) (8,000) (110,000) Recoveries 11,000 38,000 75,000 Provisions charged to operations 100,000 201,000 1,051,000 -------------- ------------- -------------- Balance at end of period $ 2,668,000 1,795,000 2,580,000 ============== ============= ============== -6- FIRST FINANCIAL BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 2000 and December 31, 1999 (4) Basis of Presentation First Financial Bancorp is the holding company for Bank of Lodi, N.A. and Western Auxiliary Corporation. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals and other accruals as explained above) necessary for a fair presentation of financial position as of the dates indicated and results of operations for the periods shown. All material intercompany accounts and transactions have been eliminated in consolidation. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts. The results for the three and six months ended June 30, 2000 are not necessarily indicative of the results which may be expected for the year ended December 31, 2000. The unaudited consolidated financial statements presented herein should be read in conjunction with the consolidated financial statements and notes included in the 1999 Annual Report to Shareholders. -7- Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Cautionary Statement for the Purposes of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995. The Company is including the following cautionary statement to take advantage of the "Safe Harbor" provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statement made by, or on behalf of, the Company. The factors identified in this cautionary statement are important factors (but not necessarily all important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. Where any such forward-looking statement includes a statement of the assumptions of bases underlying such forward-looking statement, the Company cautions that, while it believes such assumptions or bases to be reasonable and makes them in good faith, assumed facts or bases almost always vary from actual results, and the differences between assumed facts or bases and actual results can be material, depending on the circumstances. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the statement of expectation or belief will result, or be achieved or accomplished. Taking into account the foregoing, such risks and uncertainties include, but are not limited to, the following factors: competitive pressure in the banking industry; changes in the interest rate environment; general economic conditions, either nationally or regionally becoming less favorable than expected and resulting in, among other things, a deterioration in credit quality and an increase in the provision for possible loan losses; changes in the regulatory environment; changes in business conditions; volatility of rate sensitive deposits; operational risks, including data processing system failures or fraud; asset/liability matching risks and liquidity risks; and changes in the securities markets. The following discussion addresses information pertaining to the financial condition and results of operations of the Company that may not be otherwise apparent from a review of the consolidated financial statements and related footnotes. It should be read in conjunction with those statements and notes found on pages 1 through 7, as well as other information presented throughout this report. Changes in Financial Condition Consolidated total assets at June 30, 2000 were approximately $186 million, which represents an increase of $9.9 million or 5.6% above the comparable level at December 31, 1999. The increase in total assets was directly attributable to a $5.6 million or 3.6% increase in total deposits combined with a $4.0 million, or 94.1%, increase in short term borrowings as compared to December 31, 1999. The growth in deposits is primarily the result of increases in Certificates of Deposit, which include a $2 million increase in Certificates of Deposit obtained from the State of California as part of the State's Time Certificate of Deposit program. Compared to year-end 1999, non-interest bearing deposits decreased by $309 thousand, or 1.5%, while interest bearing deposits increased $5.9 million, or 4.4%. The increase in interest bearing deposits is comprised of an increase of $7.7 million, or 2.5%, in Certificates of Deposit, which was offset by decreases -8- of $1.1 million, or 1.9%, in interest bearing checking accounts and $1 million, or 2.3%, in regular savings accounts. The gross loan portfolio increased $4.7 million or 4.2%, from December 31, 1999 to June 30, 2000. Included in the activity for the year 2000 was the sale of approximately $1.2 million in Small Business Administration ("SBA") and mortgage loans which were held for sale to the secondary market at December 31, 1999. At June 30, 2000, the Bank had $2.5 million in SBA and mortgage loans held for sale to the secondary market. Increases to the loan portfolio occurred in the SBA portfolio totaling $2.1 million, or 9.4%, Real Estate loans totaling $1.1 million, or 2.7%, Construction loans totaling $1.8 million, or 13.1%, and Loans Held for Sale totaling $1.3 million, or 104.4%, respectively, during the first six months of 2000. Decreases to the loan portfolio occurred in Agricultural loans totaling $1.3 million, or 7.3%. Commercial loans (excluding agriculture loans) and consumer loans remained relatively flat, respectively, during the first six months of 2000. The allowance for loan losses (the "allowance") is established through a provision for loan losses charged to expense. The allowance at June 30, 2000 was in excess of the December 31, 1999 allowance by $88 thousand, or 3.4%, as a result of a provision for $100 thousand and net charge offs totaling $12 thousand. This compares to a provision of $201 thousand for the first six months of 1999. The decreased provision is a result of the general growth of the loan portfolio during the first six months of 2000 ($4.7 million, or 4.2%) not occurring at the same rate as occurred during the first six months of 1999 ($10.8 million, or 11.6%). At June 30, 2000, non-performing loans were $7.1 million, or 6.0% of gross loans outstanding. This compares to $2.7 million or 2.4% of gross loans outstanding at December 31, 1999. The allowance to non-performing loan coverage ratio decreased to 0.37 times from 0.96 times. Total portfolio delinquency at June 30, 2000 was 7.1%, compared to 3.32% at December 31, 1999. Excluding the non-performing loans, total portfolio delinquency at June 30, 2000 was 1.1%, compared to 0.9% at December 31, 1999. Year-to-date interest forgone or reversed on non-accrual loans during the first six months of 2000 totals approximately $325,000. The majority of the loans placed on nonaccrual were internally identified as classified assets as of December 31, 1999 and specific reserves for possible losses were established within the allowance as of December 31, 1999. Management continues to actively monitor the status of these nonperforming loans and as of June 30, 2000 did not believe any material increases to the specific reserves for these nonperforming loans as compared to December 31, 1999 was necessary. Management believes the allowance at June 30, 2000 is adequate to absorb loan losses inherent in the portfolio. However, there can be no assurances that future economic events may negatively impact the Bank's borrowers, thereby causing loan losses to exceed the current allowance. -9- The following tables depict activity in the allowance for loan losses and allocation of reserves as of and for the six months and year ended June 30, 2000 and December 31, 1999, respectively: June 30, December 31, 2000 1999 ------- ------- Balance at beginning of period $ 2,580 $ 1,564 Charge-offs: Commercial -- (90) Real estate -- -- Consumer (23) (20) ------- ------- Total charge-offs (23) (110) Recoveries: Commercial 4 68 Real estate -- -- Consumer 7 7 ------- ------- Total recoveries 11 75 ------- ------- Net charge-offs (12) (35) Provision charged to operations 100 1,051 ------- ------- Balance at end of period $ 2,668 2,580 ======= ======= Allocation of the Allowance for Loan Losses --------------------------------------- --------------------------------------- June 30, 2000 December 31, 1999 --------------------------------------- --------------------------------------- Amount Amount Loan Category (000's) % of Loans (000's) % of Loans - ------------------------- ----------------- ----------------- ----------------- ----------------- Commercial $ 893 78.60% $ 538 79.03% Real Estate 528 18.71% 366 18.04% Consumer 2 2.69% 1 2.93% Unallocated 1,245 N/A 1,675 N/A ----- ------- ------ ------- $ 2,668 100.00% $ 2,580 100.00% ====== ======= ====== ======= Investments Investments consist of federal funds sold, money market mutual funds and investment securities. Investment securities decreased by $909 thousand, or 2.5%, from December 31, 1999 to June 30, 2000. The decline represents matured bonds and securities contractually called by issuers. As a result of the Bank's projections for the funding of loans, the matured and called bonds over the first half of 2000 were reinvested primarily in federal funds sold to avoid market risk over the short-term before funding loans. Equity Consolidated equity increased by $704 thousand from December 31, 1999 to June 30, 2000. Consolidated equity represented 8.18% and 8.23% of consolidated assets at June 30, 2000 and December 31, 1999, respectively. In addition to the earnings of $542 thousand, equity capital increased by $85 thousand from the exercise of stock options over the six months ended June 30, -10- 2000 and $151 thousand to reflect the increase in the after-tax market value of the available-for-sale investment securities portfolio. The increase in the investment security portfolio's market value reflects the decrease in the level of market interest rates at June 30, 2000 compared to December 31, 1999. Year-to-date capital reductions include $73 thousand for dividend payments, $1 thousand for the cash payout for fractional shares as a result of the 5% stock dividend declared in May 2000. The total risk-based capital ratio for the Company's wholly owned subsidiary, Bank of Lodi was 10.56% at June 30, 2000 compared to 10.51% at December 31, 1999. The Bank's leverage capital ratio was 7.70% at June 30, 2000 versus 7.73% at December 31, 1999. The capital ratios are in excess of the regulatory minimums for a well-capitalized bank. Changes in Results of Operations - Three and Six Months ended June 30, 2000 Summary of Earnings Performance ------------------------------------ ---------------------------------- Three Months Ended Six Months Ended June 30, June 30, ------------------------------------ ---------------------------------- 2000 1999 2000 1999 ---------------- ------------- --------------- ------------- Earnings (in thousands) $ 196 $ 178 $ 542 $ 451 Basic earnings per share $ 0.13 $ 0.12 $0.36 $ 0.30 Diluted earnings per share $ 0.13 $ 0.11 $0.35 $ 0.29 Return on average assets 0.44% 0.43% 0.61% 0.55% Return on average equity 5.48% 5.24% 7.69% 6.71% Dividend payout ratio -- 38.46% -- 31.25% Average equity to average assets 7.96% 8.22% 7.92% 8.21% The Company reported net income of $196,000 ($.13 per share, diluted) for the three months ended June 30, 2000, compared to $178,000 ($.11 per share, diluted) for the same period in 1999. Net income for the six months ended June 30, 2000 was $542,000 ($.35 per share, diluted) compared to $451,000 ($.29 per share, diluted). The increase in net income for the second quarter in 2000 when compared to the same period one year ago is due to an increase of $58 thousand in net interest income, a decrease of $36 thousand in the provision for loan losses, an increase of $149 thousand in non-interest income and an increase of $331 thousand in non-interest expense. The increase in net income during the first six months of 2000 when compared to the same period in 1999 is due to an increase of $199 thousand in net interest income, a decrease of $101 thousand in the provision for loan losses, an increase of $326 thousand in non-interest income and an increase of $681 thousand in non-interest expense. -11- Net Interest Income The following tables provides a detailed analysis of the net interest spread and net interest margin for the periods indicated: ------------------------------------------------------------------------------------------- For the Three Months Ended June 30, ------------------------------------------------------------------------------------------- 2000 1999 -------------------------------------------- ------------------------------------------- Average Income/ Yield Average Income/ Yield Dollars In Thousands Balance Expense (1) Balance Expense (1) ------------ ------------- ---------- ----------- ------------ ----------- Earning Assets: Investment securities (1)(2) $ 34,988 $ 557 6.39% $ 42,944 $ 607 5.68% Federal funds sold 3,587 64 7.16% 4,311 52 4.78% Loans (2)(3) 115,062 2,657 9.26% 97,220 2,317 9.56% ------------ ------------- ---------- ----------- ------------ ----------- $ 153,637 $ 3,278 8.56% $ 144,475 $ 2,976 8.26% ============ ============= ========== =========== ============ =========== Liabilities: Non-interest bearing deposits $ 19,869 $ -- -- $ 19,482 $ -- -- Savings, money market, & NOW deposits 83,404 332 1.60% 80,190 330 1.65% Time deposits 55,538 729 5.26% 50,923 581 4.58% Other borrowings 5,583 94 6.78% ------------ ------------- ---------- ----------- ------------ ----------- Total Liabilities $ 164,394 $ 1,155 2.82% $ 150,595 $ 911 2.43% ============ ============= ========== =========== ============ =========== Net Interest Spread 5.74% 5.83% ========== =========== ------------ ------------- ---------- ----------- ------------ ----------- Earning Income Earning Income Assets (Expense) Yield Assets (Expense) Yield ------------ ------------- ---------- ----------- ------------ ----------- Yield on average earning $ 153,637 $ 3,278 8.56% $ 144,475 $ 2,976 8.26% assets Cost of funding average earning assets $ 153,637 (1,155) (3.02)% $ 144,475 (911) 2.53)% ------------- ---------- ------------ ----------- Net Interest Margin $ 153,637 $ 2,123 5.54% $ 144,475 $ 2,065 5.73% ============= ========== ============ =========== <FN> (1) Yield for period annualized on actual number of days in period and based on a 365-day year. (2) Income on tax-exempt securities has not been adjusted to a tax equivalent basis. (3) Nonaccrual loans are included in the loan totals for each period; however, only collected interest on such loans is included in interest income. </FN> -12- ------------------------------------------------------------------------------------------- For the Six Months Ended June 30, ------------------------------------------------------------------------------------------- 2000 1999 -------------------------------------------- ------------------------------------------- Average Income/ Yield Average Income/ Yield Dollars In Thousands Balance Expense (1) Balance Expense (1) ------------ ------------- ---------- ----------- ------------ ----------- Earning Assets: Investment securities (1) (2) $ 35,547 $ 1,147 6.47% $ 44,043 $ 1,239 5.67% Federal funds sold 3,232 106 6.58% 5,544 132 4.79% Loans (2) (3) 113,153 5,221 9.25% 94,706 4,563 9.72% ------------ ------------- ---------- ----------- ------------ ----------- $ 151,932 $ 6,474 8.55% $ 144,293 $ 5,934 8.29% ============ ============= ========== =========== ============ =========== Liabilities: Non-interest bearing deposits $ 19,597 $ -- -- $ 18,790 $ -- -- Savings, money market, & NOW deposits 83,612 667 1.60% 80,470 660 1.65% Time deposits 53,713 1,349 5.03% 50,500 1,189 4.75% Other borrowings 5,583 174 6.25% -- -- -- ------------ ------------- ---------- ----------- ------------ ----------- Total Liabilities $ 162,505 $ 2,190 2.70% $ 149,760 $ 1,849 2.48% ============ ============= ========== =========== ============ =========== Net Interest Spread 5.84% 5.81% ========== =========== ------------ ------------- ---------- ----------- ------------ ----------- Earning Income Earning Income Assets (Expense) Yield Assets (Expense) Yield ------------ ------------- ---------- ----------- ------------ ----------- Yield on average earning $ 151,932 $ 6,474 8.55% $ 144,293 $ 5,934 8.29% assets Cost of funding average earning assets $ 151,932 $ (2,190) (2.89)% $ 144,293 $ (1,849) (2.58)% ------------- ---------- ------------ ----------- Net Interest Margin $ 151,932 $ 4,284 5.66% $ 144,293 $ 4,085 5.71% ============= ========== ============ =========== <FN> (1) Yield for period annualized on actual number of days in period and based on a 365-day year. (2) Income on tax-exempt securities has not been adjusted to a tax equivalent basis. (3) Nonaccrual loans are included in the loan totals for each period; however, only collected interest on such loans is included in interest income. </FN> Interest income for the second quarter of 2000 increased by $302 thousand, or 10.1%, over the same quarter of 1999. The net interest margin of 5.54% for the second quarter of 2000 decreased from 5.73% for the second quarter of 1999. For the first six months of 2000, interest income increased by $540 thousand, or 9.1%, over the same period one year ago. The net interest margin of 5.66% for the first six months of 2000 decreased from 5.71% over the same period one year ago. Improvement in interest income was the result of the higher volume of loans, a more -13- profitable mix of investment securities, and the continued growth in non-interest bearing deposits to help lower the cost of funding earning assets. Conversely, the decline in the net interest margin resulted primarily from the impact of interest forgone on nonaccrual loans combined with an increase in Certificate of Deposit rates. Average loans for the three months ended June 30, 2000 increased by $17.8 million, or 18.4% compared to the prior year quarter. For the first six months of 2000, average loans increased $18.4 million, or 19.5%, compared to the first six months of 2000. This increase has been the result of the Bank's efforts to increase total loans. It is the intent of management to increase the total loan to deposit ratio to 75%, which at June 30, 2000 was 72.3%. Average deposits for the three months ended June 30, 2000 increased by $8.2 million, or 5.5%, compared to the prior year quarter. The average rate paid on savings, money market and NOW accounts decreased from 1.65% in the second quarter of 1999 to 1.60% for the second quarter of 2000. The average rate paid on certificates of deposits increased, from 4.58% for the second quarter of 1999 to 5.26% for the same quarter of 2000. For the first six months of 2000, average deposits increased $7.2 million, or 4.8%, compared to the first six months of 2000. The average rate paid on savings, money market and NOW accounts was 1.60% compared to 1.65% for 1999. The average rate paid on certificates of deposit was 5.03% compared to 4.75% for 1999. Average non-interest bearing deposits have kept pace with the growth in interest bearing deposits from a year ago and make up 13% of average total deposits both for the second quarter and for the first six months of 2000. This has helped to keep down the cost of funding earning assets. Average certificates of deposit for the second quarter and the first six months of 2000 were 34% and 35% of average deposits, respectively, compared to 34% for the same periods of 1999. Provision for Loan Losses The provision for loan losses for the three and six months ended June 30, 2000 was $65,000 and $100,000 compared with $101,000 and $201,000 for the three and six months ended June 30, 1999. The decrease is consistent with the decrease in the growth rate of gross loans during the first six months of 2000 as compared to the first six months of 1999. Also see "Allowance for Loan Losses" contained herein. Non-interest Income Non-interest income for the second quarter of 2000 increased by $149 thousand, or 31.0%, over the same period last year. For the first six months of 2000, non-interest income increased $326 thousand, or 33.8%, compared to the first six months of 1999. Service charge income for the second quarter increased by $90 thousand, or 37.7%, compared to the same quarter of 1999. For the first six months of 2000, service charge income increased $197 thousand, or 44.1%, compared to the first six months of 1999. The increases have resulted from strategic initiatives regarding pricing and improved services which were implemented during the second half of 1999. -14- Income from the premiums and fees from SBA and mortgage operations declined by $25 thousand, or 15.4%, compared to the prior year second quarter. For the first six months of 2000, premiums and fees from SBA and mortgage operations decreased $51 thousand, or 13.5%, compared to the first six months of 1999. The decrease in income is a result of declines in total volumes of loans generated and sold, particularly in the area of SBA loans. Furthermore, the Bank has experienced general declines in the premiums received for sold SBA loans. Non-interest Expenses Non-interest expenses increased by $331 thousand, or 15.1%, compared to the prior year quarter. For the first six months of 2000, non-interest expense increased $681 thousand, or 16.3%, compared to the first six months of 1999. The increase in non-interest expense results primarily from increases in salary and benefits, legal and consulting, marketing and problem loan resolution. For the second quarter, salary and employee benefits expense increased $139 thousand, or 14.2%, legal expenses increased $36 thousand, or 156.5%, consulting expenses increased $38 thousand, or 80.9%, marketing expenses increased $53 thousand, or 86.9%, and problem loan resolution expenses increased $82 thousand, or 1,366.7%, compared to the prior year. Year to date, salary and employee benefits expense increased $325 thousand, or 17.0%, legal expenses increased $38 thousand, or 86.4%, consulting expenses increased $82 thousand, or 98.8%, marketing expenses increased $135 thousand, or 121.6%, and problem loan resolution expenses increased $81 thousand, or 736.4%, compared to the prior year. Salary and employee benefits expense increased as a result of the addition of certain staffing positions combined with general merit increases in salaries and increased employee benefit costs. The increase in legal expense relates primarily to ongoing corporate matters combined with costs associated with the resolution of classified loans. The consulting expenses have related primarily to matters regarding enhancement of noninterest income, personnel and employee benefits and continued improvements to technology. The marketing expenses relate to increased efforts to expand the Bank's market share through the use of television and radio. During the first half of 2000, the bank entered into an agreement with Mr. Stan Atkinson, a well known local television personality, to represent the Bank as its spokesman. Management believes this arrangement with Mr. Atkinson will greatly improve the Bank's ability to increase market share, particularly in the greater Sacramento area. Basis of Presentation First Financial Bancorp is the holding company for Bank of Lodi, N.A. and Western Auxiliary Corporation. In the opinion of management, the accompanying unaudited consolidated financial statements reflect all adjustments (consisting of normal recurring accruals and other accruals as explained above) necessary for a fair presentation of financial position as of the dates indicated and results of operations for the periods shown. All material intercompany accounts and transactions have been eliminated in consolidation. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts. The results for the three and six months ended June 30, 2000 are not necessarily indicative of the results which may be expected for the year ended December 31, 2000. The unaudited consolidated financial statements presented herein should be read in conjunction with the consolidated financial statements and notes included in the 1999 Annual Report to Shareholders. -15- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK While there are several varieties of market risk, the market risk material to the Company and the Bank is interest rate risk. Within the context of interest rate risk, market risk is the risk of loss due to changes in market interest rates that have an adverse effect on net interest income, earnings, capital or the fair value of financial instruments. Exposure to this type of risk is a regular part of a financial institution's operations. The fundamental activities of making loans, purchasing investment securities, and accepting deposits inherently involve exposure to interest rate risk. The Company monitors the repricing differences between assets and liabilities on a regular basis and estimates exposure to net interest income, net income, and capital based upon assumed changes in the market yield curve. As of and for the six months ended June 30, 2000, there were no material changes in the market risk profile of the Company or the Bank as described in the Company's 2000 Form 10-K. PART II -- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Not Applicable. ITEM 2. CHANGES IN SECURITIES Not Applicable. ITEM 3. DEFAULTS UPON SENIOR SECURITIES Not Applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not Applicable ITEM 5. OTHER INFORMATION Not Applicable ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits Exhibit No. Description ----------- ----------- 3(a) Articles of Incorporation, as amended, filed as Exhibit 3.1 to the Company's General Form for Registration of Securities on Form 10, filed on September 21, 1983, is hereby incorporated by reference. 3(b) Bylaws, as amended, filed as Exhibit 3(b) to the Company's Form 10K for the year ended December 31, 1998 are hereby incorporated by reference. 4 Specimen Common Stock Certificate, filed as Exhibit 4.1 to the Company's General Form for Registration of Securities on Form 10, filed on September 21, 1983, is hereby incorporated by reference. 10(a) First Financial Bancorp 1991 Director Stock Option Plan and form of Nonstatutory Stock Option Agreement, filed as Exhibit 4.1 to the Company's Form S-8 Registration Statement (Registration No. 33-40954), filed on May 31, 1991, is hereby incorporated by reference. 10(b) Amendment to First Financial Bancorp 1991 Director Stock Option Plan, filed as Exhibit 4.3 to the Company's Post-Effective Amendment No. 1 to Form S-8 Registration Statement (Registration No. 33-40954), filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 1995, is hereby incorporated by reference. 10(c) First Financial Bancorp 1991 Employee Stock Option Plan and forms of Incentive Stock Option Agreement and Nonstatutory Stock Option Agreement, -16- filed as Exhibit 4.2 to the Company's Form S-8 Registration Statement (Registration No. 33-40954), filed on May 31, 1991, is hereby incorporated by reference. 10(d) Bank of Lodi Employee Stock Ownership Plan, filed as Exhibit 10 to the Company's Annual Report on Form 10-K for the year ended December 31, 1992, is hereby incorporated by reference. 10(e) First Financial Bancorp 1997 Stock Option Plan, filed as Exhibit 10 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 1997, is hereby incorporated by reference. 10(f) Bank of Lodi Incentive Compensation Plan, filed as Exhibit 10(f) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, is hereby incorporated by reference. 10(g) First Financial Bancorp 401(k) Profit Sharing Plan, filed as Exhibit 10(g) to the Company's Annual Report on Form 10-K for the year ended December 31, 1997, is hereby incorporated by reference. 10(h) Employment Agreement dated as of September 30, 1998, between First Financial Bancorp and Leon J. Zimmerman., filed as Exhibit 10(h) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(i) Executive Supplemental Compensation Agreement effective as of April 3, 1998, between Bank of Lodi, N.A. and Leon J. Zimmerman, filed as Exhibit 10(j) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(j) Life Insurance Endorsement Method Split Dollar Plan Agreement effective as of April 3, 1998, between Bank of Lodi, N.A. and Leon J. Zimmerman, filed as Exhibit 10(l) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(k) Life Insurance Endorsement Method Split Dollar Plan Agreement effective as of April 3, 1998, between Bank of Lodi, N.A. and David M. Philipp, filed as Exhibit 10(m) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(l) Form of Director Supplemental Compensation Agreement, effective as of April 3, 1998, as executed between Bank of Lodi, N.A. and each of Benjamin R. Goehring, Michael D. Ramsey, Weldon D. Schumacher and Dennis R. Swanson, filed as Exhibit 10(n) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(m) Form of Life Insurance Endorsement Method Split Dollar Plan Agreement, effective as of April 3, 1998, as executed between Bank of Lodi, N.A. and each of Benjamin R. Goehring, Michael D. Ramsey, Weldon D. Schumacher and Dennis R. Swanson, filed as Exhibit 10(o) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(n) Form of Director Supplemental Compensation Agreement, effective as of April 3, 1998, as executed between Bank of Lodi, N.A. and each of Angelo J. Anagnos, Raymond H. Coldani, Bozant Katzakian and Frank M. Sasaki, filed as Exhibit 10(p) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 10(o) Form of Life Insurance Endorsement Method Split Dollar Plan Agreement, effective as of April 3, 1998, as executed between Bank of Lodi, N.A. and each of Angelo J. Anagnos, Raymond H. Coldani, Bozant Katzakian and Frank M. -17- Sasaki, filed as Exhibit 10(q) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998, is hereby incorporated by reference. 27 Financial Data Schedule (electronic submission only). (b) Reports on Form 8-K Form 8-K dated April 25, 2000 announcing first quarter 2000 financial results and five percent stock dividend. Form 8-K dated August 9, 2000 announcing second quarter 2000 financial results. -18- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. FIRST FINANCIAL BANCORP Date: August 11, 2000 /s/ Leon J. Zimmerman --------------- --------------------- Leon J. Zimmerman President & CEO -19-