UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check one):
|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q
|_| Form 10-D |_| Form N-SAR |_| Form N-CSR
For Period Ended: September 30, 2009
Transition Report on Form 10-K
Transition Report on Form 20-F
Transition Report on Form 11-K
Transition Report on Form 10-Q
Transition Report on Form N-SAR
For the Transition Period Ended:
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
SAN JOAQUIN BANCORP
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Full Name of Registrant
Not applicable.
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Former Name if Applicable
1000 Truxtun Avenue
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Address of Principal Executive Office (Street and Number)
Bakersfield, California 93301
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City, State and Zip Code
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
(a) The reason described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
|_| calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Qorsubject
distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the
prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR,
N-CSR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
Persons who are to respond to the collection of information contained in this
form are not required to respond unless the form displays a currently valid OMB
control number.
San Joaquin Bancorp (the "Company") has determined that it is unable to timely
file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2009
(the "September 2009 Form 10-Q") within the prescribed time period, without
unreasonable effort or expense for the reasons described below under "Seizure of
San Joaquin Bank," and because the Company lacks the available resources,
qualified personnel and necessary records needed to prepare, complete and file
the financial statements and other information called for in connection with the
September 2009 Form 10-Q.
Seizure of San Joaquin Bank
As previously reported, on October 16, 2009, the California Department of
Financial Institutions closed the Company's former subsidiary, San Joaquin Bank
(the "Bank") and appointed the Federal Deposit Insurance Corporation ("FDIC") as
receiver. The FDIC facilitated the transfer of the Bank's business by
immediately entering into a transaction with Citizens Business Bank, Ontario,
California, pursuant to which it assumed all of the deposits of the Bank and
purchased essentially all of the Bank's assets. The Company's principal asset
and only source of income was the Bank. As previously disclosed, the Company is
exploring whether to file a voluntary petition for bankruptcy under Chapter 7 of
Title 11 of the United States Code (the "Bankruptcy Code") in an appropriate
United States Bankruptcy Court. As a result, the Company expects to conduct no
business other than in connection with its corporate and disclosure obligations
under law and determining whether and when to file for bankruptcy pursuant to
the Bankruptcy Code or, alternatively, to wind-up and dissolve the Company in an
orderly manner pursuant to California law.
During the period leading up to the seizure of the Bank, the Company had been
engaged in addressing the deteriorating financial condition of the Bank and the
Company and conserving and managing cash resources. As a result of the Bank's
seizure, the board of directors of the Company is now developing plans for an
orderly transition and dissolution of the Company. Since the seizure of the
Bank, virtually all of the Company's employees have resigned and Bank records
necessary for the completion of the September 2009 Form 10-Q are now under the
control of either the FDIC or Citizens Business Bank. Based upon the fact that
the Company's liabilities substantially exceeded the Company's assets as of
October 31, 2009 and there is no reasonable basis to assume that the liquidation
of the Bank's assets by the FDIC will result in a distribution to the Company or
for the Company to continue as a going concern, it is believed that the
Company's equity securities have no value and any liquidation plan pursuant to
the Bankruptcy Code or otherwise pursuant to California law, will include no
distributions to the Company's shareholders of cash or property of value.
As a result of the foregoing, the Company is unable to file its September 2009
Form 10-Q within the prescribed time period without unreasonable effort or
expense and, accordingly, it will not be able to file such report within the
permitted 15 day extension period.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Bart Hill 661 281-0360
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s). |X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? X Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Due to the loss of the Company's only earning asset, the Bank, as described
in detail above and in prior filings of the Company with the Securities and
Exchange Commission, as of October 31, 2009: (i) the Company's primary
assets, excluding its investment in the Bank and its investments in San
Joaquin Bancorp Trust #1 (the "Trust"), which investments are expected to
be written off completely, consisted primarily of cash and cash equivalents
of approximately $10 thousand and a tax refund amount, not expected to be
material, currently in the possession of the FDIC; and (ii) the Company's
principal liabilities are $10 million of junior subordinated notes issued
to the Trust, $205 thousand in accrued and unpaid interest on said notes
and potential interest rate swap and related liabilities from a cash flow
hedge arrangement with a counterparty, in amounts that are still being
determined. The Company no longer has any source for income unless the FDIC
distributes funds from the liquidation of the Bank and no such distribution
is expected.
At September 30, 2008, the Company reported consolidated results as
follows: total assets of $887 million; total deposits of $778 million;
total liabilities of $831 million; stockholders equity of $55.7 million;
and a net loss for the nine month period ending September 30, 2008 of $4.3
million. At December 31, 2008, the Company reported consolidated results as
follows: total assets of $936 million; total deposits of $767 million;
total liabilities of $880 million; stockholders equity of $56.3 million;
and a net gain for the year of $2.5 million. At June 30, 2009, the Company
reported consolidated results as follows: total assets of $834 million;
total deposits of $686 million; total liabilities of $797 million;
stockholders equity of $37 million; and a net loss for the six months
ending June 30, 2009 of $20 million.
San Joaquin Bancorp
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
SAN JOAQUIN BANCORP
Date: November 9, 2009 By: /s/ BART HILL
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Bart Hill
President
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).