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FORM 10-QSB
QUARTERLY OR TRANSITIONAL REPORT UNDER SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
(AS LAST AMENDED BY 34-2231, EFF. 6/3/93.)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
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TRANSITION REPORT PURSUANT TO 13 OR 15(d) OF THE
SECURITIES EXHCANGE ACT OF 1934
For the transition period from _____________ to ______________
Commission file number __________________________
Roseville 1st Community Bancorp
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(Exact name of small business issuer as specified in its charter)
California 94-3268023
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(State or other juridiction of (IRS. Employer
incorporation or organization) Identification No.)
1801 Douglas Boulevard Roseville, CA 95661
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(Address of principal executive offices)
(Issuer's telephone number) (916) 773-3333
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
Please see the following page.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after distribution of
securities under a plan confirmed by a court. Yes No
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: ________________________ Please see
the following page.
(Amended by Exch Act Rel No. 31905, eff 4/26/93.)
Transitional Small Business Disclosure Format (Check one): Yes No X
(Added by Exch Act Rel No. 31905, eff 4/26/93)
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NOTE TO COVER PAGE
Registrant Roseville 1st Community Bancorp ("Bancorp") is a recently-formed
California corporation. It was formed by Roseville 1st National Bank (the
"Bank"), a national bank which is not a reporting company, for the sole purpose
of becoming the holding company for the bank, subject to approval of the Federal
Reserve Board and the Comptroller of the Currency. The proposed reorganization
(involving Bank, Bancorp and an interim national bank being formed solely for
this reorganization) has not yet been effected and the required regulatory
approvals are still pending. Since its formation, Bancorp has been, and still
is, a mere shell corporation: it has no stockholders, no material assets, and
has not engaged in any material transactions. This report on Form 10-QSB is made
pursuant to section 15(d) of the Exchange Act solely due to the fact that a
Registration Statement was filed on behalf of the Registrant under the
Securities Act of 1933 which Bancorp believes became effective sometime during
the quarter ended September 30, 1997. See also "Basis of Presentation".
PART 1 ITEM 1. FINANCIAL STATEMENTS
BASIS OF PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of Roseville 1st National Bank ("Bank") are provided in
lieu of financial statements of Roseville 1st Community Bancorp ("Bancorp")
since completion of the reorganization, which will result in the capitalization
of Bancorp, is expected to occur sometime during the quarter ending December 31,
1997. Also, the financial information for the Bank was the basis for the
financial information filed in Form S-4. Moreover, upon completion of the
proposed reorganization, the financial information of Bancorp is expected to be
substantially the same as that for the Bank (except for some organizational
expenses) since Bancorp will wholly-own the Bank and the Bancorp will have no
other material assets.
The following interim Financial Statements are unaudited. However, in the
opinion of Management, the results of operation of the Bank are fairly
represented and disclosed.
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ROSEVILLE 1ST NATIONAL BANK
BALANCE SHEET
(Unaudited and $-Thousands)
September 30,
1997
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ASSETS
Cash and Due From Banks $ 1,488
Federal Funds Sold 8,005
Investment Securities (Approx. Market Value: $ 4,004) 4,004
Loans 32,235
Less: Allowance for Loan Losses (290)
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Net Loans 31,945
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Premises and Equipment, Net 1,725
Other Real Estate Owned 117
Accrued Interest Receivable and Other Assets 663
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TOTAL ASSETS $ 47,947
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LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Non-Interest Bearing $ 5,695
Interest Bearing 37,843
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Total Deposits 43,538
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Accrued Interest Payable and Other Liabilities 288
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TOTAL LIABILITIES 43,826
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Shareholders' Equity:
Common Stock, Par Value, $5.00 Per Share;
5,000,000 Shares Authorized; 319,972 Shares
Issued and Outstanding. 1,600
Additional Paid-In Capital 422
Retained Earnings 2,089
Unrealized Gain on Available-for-Sale Securities,
Net of Taxes 10
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TOTAL SHAREHOLDERS' EQUITY 4,121
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TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 47,947
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ROSEVILLE 1ST NATIONAL BANK
INCOME STATEMENT
(Unaudited and $-Thousands)
For the Three Months Ended
September 30,
1997 1996
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INTEREST INCOME:
Interest and Fees on Loans $ 867 $ 618
Interest on Fed Funds Sold 108 71
Interest on Investment Securities 64 61
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Total Interest Income 1,039 750
INTEREST EXPENSE:
Interest Expense on Deposits 456 330
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Net Interest Income 583 420
Provision for Loan Losses 37 20
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Net Interest Income After Provision
for Loan Losses 546 400
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NON-INTEREST INCOME:
Service Charges and Fees 16 9
Other Income 75 43
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Total Non-Interest Income 91 52
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OTHER EXPENSES:
Salaries and Employee Benefits 230 175
Occupancy and Equipment Expense 59 40
Other Expenses 152 107
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Total Other Expenses 441 322
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Income Before Income Taxes 196 130
Income Taxes 78 104
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Net Income $ 118 $ 26
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EARNINGS PER SHARE $ 0.37 $ 0.08
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COMMON STOCK USED TO COMPUTE EARNINGS 319,972 319,872
PER SHARE
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ROSEVILLE 1ST NATIONAL BANK
INCOME STATEMENT
(Unaudited and $-Thousands)
For the Nine Months Ended
September 30,
1997 1996
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INTEREST INCOME:
Interest and Fees on Loans $ 2,432 $ 1,828
Interest on Fed Funds Sold 218 192
Interest on Investment Securities 194 162
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Total Interest Income 2,844 2,182
INTEREST EXPENSE:
Interest Expense on Deposits 1,198 977
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Net Interest Income 1,646 1,205
Provision for Loan Losses 126 53
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Net Interest Income After Provision for
Loan Losses 1,520 1,152
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NON-INTEREST INCOME:
Service Charges and Fees 41 23
Other Income 179 141
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Total Non-Interest Income 220 164
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OTHER EXPENSES:
Salaries and Employee Benefits 604 488
Occupancy and Equipment Expense 147 143
Other Expenses 424 319
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Total Other Expenses 1,175 950
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Income Before Income Taxes 565 366
Income Taxes 226 150
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Net Income $ 339 $ 216
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EARNINGS PER SHARE $ 1.06 $ 0.68
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COMMON STOCK USED TO COMPUTE EARNINGS 319,972 319,872
PER SHARE
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ROSEVILLE 1ST NATIONAL BANK
STATEMENT OF CASH FLOWS
(Unaudited and $-Thousands)
Nine Month Periods Ended September 30, 1997 and 1996
1997 1996
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Cash flows from operating activities:
Net Income $ 339 $ 216
Adjustments to reconcile net income to net cash
provided by operating activities:
Provision for loan losses 126 53
Depreciation and amortization 81 48
Increase (decrease) in deferred loan (37) 26
origination fees and costs, net
Decrease (increase) in loans held for sale (294) 809
Increase in accrued interest receivable (100) (11)
and other assets
Increase (decrease) in accrued interest payable 88 (13)
and other liabilities
Deferred income taxes - 111
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Net cash provided by operating activities 203 1,239
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Cash flows from investing activities:
Purchase of available-for-sale securities (18) (2,085)
Proceeds from sale of available-for-sale securities - 37
Proceeds from maturities and calls 300 1,301
of held-to-maturity securities
Interest bearing deposits in banks - 99
Net increase in loans (4,767) (1,685)
Purchase of premises and equipment (310) (43)
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Net cash used in investing activities (4,795) (2,376)
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(Continued)
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ROSEVILLE 1ST NATIONAL BANK
STATEMENT OF CASH FLOWS
(Unaudited and $-Thousands)
Nine Month Periods Ended September 30, 1997 and 1996
Cash flows from financing activities: 1997 1996
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Net increase in demand, interest-bearing and
savings deposits 3,898 4,160
Net increase in time deposits 4,955 246
Proceeds from execution of stock options - 3
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Net cash provided by financing activities 8,853 4,409
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Increase in cash and cash equivalents 4,261 3,272
Cash and cash equivalents at beginning of the year 5,232 2,831
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Cash and cash equivalents at end of period $ 9,493 $ 6,103
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MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS
ASSETS
During the first nine months of 1997, the Bank's assets have increased to $
47.95 million from $ 38.71 million at year end 1996. Investment securities have
decreased from $ 4.26 million as of December 31, 1997 to $ 4.00 million as of
September 30, 1997 with the maturity, in September, of the Bank's only U.S.
Government agency security classified as hold-to-maturity. All securities are
now held as available-for-sale and consist of U.S. Treasury Notes and U.S.
Government Agency securities with a market value of $ 4.004 million at the end
of September 1997. The average yield on the investment portfolio for the first
nine months of 1997 was 6.47%.
Federal funds sold increased to $ 8.01 million at the end of the third quarter
compared to $ 3.44 million at year end 1996 as high liquidity was maintained to
fund significant growth in construction loans.
Total gross loans increased by $ 4.89 million over the first nine months of 1997
to $ 32.24 million with an average yield of 10.43%. The loan to deposit ratio as
of September 30, 1997 is 74.04% compared to 78.83% at year end 1996. Loan growth
has focused on real estate lending which comprises $ 4.65 million of the
increase with commercial loans accounting for the remainder. The Bank will
continue to give priority to these lending areas in the future.
The growth in premises and equipment of $ 282 thousand through the first nine
months of 1997 related to new computers, networks and banking software to
position the Bank for future growth.
LIABILITIES AND DEPOSITS
Over the first nine months of 1997, the bank's deposits increased to $ 43.54
million from $ 34.69 million at year end 1996. Non-interest bearing deposits
increased to $ 5.69 million from $ 4.54 million at year end 1996 while interest
bearing deposits increased to $ 37.84 million from $ 30.15 million over this
period. The Bank's cost of funds as of September 30, 1997 was 4.17%. With an
increase in commercial lending, deposit relationships with commercial customers
are also being developed which is a factor in the overall growth of deposits. A
promotion for certificates of deposit was conducted in mid-1997 to fund loan
growth which increased these deposits to $ 20.11 million in September 1997
compared to $ 15.16 million in September 1996.
Other liabilities are comparable to 1996 levels. Due to the highly liquid
position of the Bank, no Federal funds were purchased nor was any borrowing
necessary during the first nine months of 1997.
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INTEREST INCOME/EXPENSE
Interest income and fees on loans for the first nine months of 1997 increased to
$ 2.43 million from $ 1.83 million over the first nine months of 1996. Over this
same period, interest on Fed funds sold increased to $ 218 thousand compared to
$ 192 thousand during 1996 and interest on investment securities increased to $
194 thousand compared to $ 162 thousand in 1996.
Interest expense on deposits increased to $ 1.20 million through September 30,
1997 with interest on deposits being $ 977 thousand over the same period in
1996. The net interest income for this period increased to $ 1.65 million which
exceeded the same period in 1996 which totaled $ 1.21 million. The Bank's net
interest rate margin was 4.85% for September 1997.
With the increased loan volumes, the Bank added $ 126 thousand to the allowance
for loan losses over the first nine months of 1997, compared to $ 53 thousand
added in the same period of 1996.
NON-INTEREST INCOME
Non-interest income was $ 220 thousand in the first nine months of 1997,
exceeding non-interest income of $ 164 thousand in the same period of 1996.
Service charges on deposit accounts increased by $ 18 thousand based on growth
in checking accounts. Other fee income increased by $ 38 thousand during this
period due to expanded billing services, increased fees on loan sales and a one
time distribution of $ 19 thousand from the Thrift Guaranty Corporation.
OTHER OPERATING EXPENSES
Salaries and benefits expenses were $ 604 thousand for the nine months ending in
September compared to $ 488 thousand for the corresponding period in 1996. Staff
increases in the loan functions to support loan growth and expanding management
coverage in loans and Bank operations were the major causes of this increase.
Occupancy and equipment expense for the nine months of 1997 were $ 147 thousand
compared to $ 143 thousand during 1996 and included the implementation of
a second site for back office operations and the Bank's first branch.
Administration and operations expenses were $ 424 thousand for this period
compared to $ 319 thousand in 1996, reflecting the overall growth in operations
of the Bank.
CAPITAL
Capital increased to $ 4.12 million in September 1997 compared to $ 3.69 million
in September 1996. No dividends have been declared to date and the Bank does not
intend to do so in the immediate future.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Roseville 1st Community Bancorp
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(Registrant)
11/17/97 Douglas A. Nordell, Exec Vice President & COO
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Date (Signature)*(1)
11/17/97 Thomas C. Warren, Sr. Vice President & CFO
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Date (Signature)*(2)
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,488
<INT-BEARING-DEPOSITS> 37,843
<FED-FUNDS-SOLD> 8,005
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 4,004
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 32,235
<ALLOWANCE> (290)
<TOTAL-ASSETS> 47,947
<DEPOSITS> 43,538
<SHORT-TERM> 0
<LIABILITIES-OTHER> 288
<LONG-TERM> 0
0
0
<COMMON> 1,600
<OTHER-SE> 2,521
<TOTAL-LIABILITIES-AND-EQUITY> 47,947
<INTEREST-LOAN> 2,432
<INTEREST-INVEST> 412
<INTEREST-OTHER> 0
<INTEREST-TOTAL> 2,844
<INTEREST-DEPOSIT> 1,198
<INTEREST-EXPENSE> 1,198
<INTEREST-INCOME-NET> 1,646
<LOAN-LOSSES> 126
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 1,175
<INCOME-PRETAX> 565
<INCOME-PRE-EXTRAORDINARY> 565
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 339
<EPS-PRIMARY> 1.06
<EPS-DILUTED> 0
<YIELD-ACTUAL> 9.07
<LOANS-NON> 0
<LOANS-PAST> 32
<LOANS-TROUBLED> 0
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<ALLOWANCE-OPEN> 254
<CHARGE-OFFS> 95
<RECOVERIES> 6
<ALLOWANCE-CLOSE> 290
<ALLOWANCE-DOMESTIC> 290
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