<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended March 31, 1997
[ ] 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 0-13464
FINANCIAL CENTER BANCORP
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(exact name of registrant as specified in its charter)
California 94-2878349
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification No.)
P.O. Box 2621, San Francisco, CA 94126-2621
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(address of principal executive office)
(None)
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by section 13 or 15(D) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
As of March 31, 1997, 1,270,306 Shares of Common Stock, no par value, were
outstanding.
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PART 1 - FINANCIAL INFORMATION
FINANCIAL CENTER BANCORP AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(unaudited)
<TABLE>
<CAPTION>
Mar 31, Dec 31,
1997 1996
-------- --------
(000's omitted)
Assets
<S> <C> <C>
Cash and Due From Banks ................. $ 15 $ 18
Other Assets ............................. 37 37
-------- --------
Total Assets ........................... $ 52 $ 55
======== ========
Liabilities and Shareholder's Equity
Accrued Liabilities ...................... $ 5 $ 5
Shareholder's Equity
Common Stock ........................... 12,613 12,613
Accumulated Deficit .................... (12,566) (12,563)
-------- --------
Total Shareholder's Equity ........... 47 50
Total Liabilities and Shareholder's Equity $ 52 $ 55
======== ========
</TABLE>
(see notes to consolidated financial statements)
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PART 1 - FINANCIAL INFORMATION
FINANCIAL CENTER BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
Mar 31, Mar 31,
1997 1996
-------- --------
(000's omitted)
<S> <C> <C>
Interest Income .......................... $ $
-------- --------
Interest Expense
Net Interest Income
Other Income
Other Expense ............................ (3) (2)
-------- --------
Net Income (Loss) ........................ $ (3) $ (2)
======== ========
Income (Loss) Per Common
and Equivalent Share ................... 0.00 0.00
-------- --------
Net ...................................... $ 0.00 $ 0.00
======== ========
</TABLE>
(see notes to consolidated financial statements)
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PART 1 - FINANCIAL INFORMATION
FINANCIAL CENTER BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
Mar 31, Mar 31,
1997 1996
-------- --------
(000's omitted)
<S> <C> <C>
Operating Activities:
Net Income (Loss) ........................ $ (3) $ (2)
Net Change in Other Assets ...............
-------- --------
Net Cash Provided (Used)
by Operating Activities................ $ (3) $ (2)
Cash and Equivalents:
Beginning of Period .................... $ 18 $ 26
-------- --------
End of Period .......................... $ 15 $ 24
======== ========
</TABLE>
(see notes to consolidated financial statements)
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FINANCIAL CENTER BANCORP AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the unaudited consolidated financial statements
contain all adjustments necessary to present fairly the financial position at
March 31, 1997 and December 31, 1996 and the results of operations and cash
flows for the quarters ended March 31, 1997 and 1996.
2. SIGNIFICANT ACCOUNTING POLICIES
Net income (loss) per common share - Computed using the weighted average number
- ----------------------------------
of shares outstanding during the period, and the dilutive effect of stock
options and warrants. For the three months ended March 31, 1996 the stock
options were antidilutive and were not used in the calculation. Shares used in
the calculation were 1,270,306 for the quarters ended March 31, 1997 and 1996.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the three months ended March 31, 1997
OVERVIEW
On May 4, 1992, the Company's only operating subsidiary, The Financial Center
Bank, n. a., (the "Bank") was declared insolvent by the OCC. The OCC appointed
the FDIC as receiver of the Bank (the "Receivership"). The Bank's insolvency was
precipitated by the FDIC's late April notification that the Bank would no longer
be permitted to renew maturing brokered deposits for funding purposes. Since May
4, 1992, the Company conducted no business operations and has lacked access to
most of the records of the Bank and its own records.
As a result of the OCC's actions, by letter dated May 7, 1992, the Federal
Reserve Bank of San Francisco stated that the Company ceased to be a bank
holding company at the time the Bank was declared insolvent. Since that time,
the Company has conducted no business operations and has held no shareholders'
meetings and has no plans to conduct any business.
The Company is not able to estimate at this time the future surplus or loss that
the FDIC may realize from the liquidation of the Bank's assets. However, the
Company does not currently expect to receive any payment for its shares of the
Bank and does not currently expect that the Company's shareholders will receive
any distribution on their shares when the Company is dissolved after payment of
obligations to creditors. The remaining liquid assets of the Company ($15,000 at
March 31, 1997) will likely be used for outstanding obligations and winding down
expenses.
The Company can no longer use the premises formerly leased by the Bank and is
without any offices or telephone. Correspondence may be directed to Corporate
Secretary, Financial Center Bancorp, Post Office Box 2621, San Francisco, CA
94126-2621.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Given the impact of the OCC's actions on the results of operations and the
resulting financial condition for the period ended March 31, 1997, management
believes that a comparison to any prior periods is not meaningful and,
therefore, is not presented.
As of March 31, 1997, the Company had cash balances of $15,000 and taxes
receivable (under a tax sharing agreement with the Bank) of $37,000. Liabilities
totaled $5,000 resulting in shareholder's equity of $47,000. As stated
previously, management does not believe that the Company's shareholders will
receive any distribution on their shares after winding down expenses and
creditor obligations are paid.
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PART II - OTHER INFORMATION
ITEM 2
Changes in securities
None
ITEM 6
Exhibits and Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, in the City and County of
San Francisco, State of California, On May 8, 1997.
FINANCIAL CENTER BANCORP
By /s/ M. A. MacInnes
------------------
M. A. MacInnes
Director
Page 8
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> MAR-31-1997
<CASH> 15
<SECURITIES> 0
<RECEIVABLES> 37
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 12,613
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 52
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 3
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (3)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (3)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
