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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 September 30, 1999
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 November 5, 1999 there were 1,425,517 shares of Common Stock, no par
value, outstanding.
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FIRST FINANCIAL BANCORP
FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 30, 1999
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
PART I
Item 1. Financial Statements......................................................... 1
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations........................................................ 7
Item 3. Quantitative and Qualitative Disclosures about Market Risk .................. 19
PART II
Item 1. Legal Proceedings............................................................ 19
Item 2. Changes in Securities........................................................ 19
Item 3. Defaults Upon Senior Securities.............................................. 19
Item 4. Submission of Matters to a Vote of Security Holders.......................... 19
Item 5. Other Information............................................................ 19
Item 6. Exhibits and Reports on Form 8-K............................................. 19
</TABLE>
i
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FIRST FINANCIAL BANCORP AND SUBISIDIARIES
Consolidated Balance Sheets
(Unaudited)
(Dollar Amounts In Thousands)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Assets
- -------------------------------------------------------
Cash and due from banks $ 6,855 $ 7,329
Federal funds sold and securities purchased under
resale agreements 8,600 4,800
Investment securities:
Available-for-sale, at fair value 27,389 45,647
Loans 106,749 92,642
Less: allowance for loan losses (1,989) (1,564)
---------------- ----------------
Net loans 104,760 91,078
Bank premises and equipment, net 6,942 7,261
Accrued interest receivable 1,398 1,353
Other assets 9,281 6,932
---------------- ----------------
Total Assets $ 165,225 $ 164,400
================ ================
Liabilities and Stockholders' Equity
- -------------------------------------------------------
Liabilities:
Deposits:
Noninterest bearing $ 20,724 $ 18,535
Interest bearing 129,308 131,009
---------------- ----------------
Total deposits 150,032 149,544
Accrued interest payable 300 389
Other liabilities 568 610
---------------- ----------------
Total liabilities 150,900 150,543
Stockholders' equity:
Common stock - no par value; authorized 9,000,000
shares, issued and outstanding at 1999 and 1998,
1,425,517 and 1,349,292 shares, respectively 7,820 7,584
Retained earnings 6,541 5,971
Accumulated other comprehensive income (36) 302
---------------- ----------------
Total stockholders' equity 14,326 13,857
---------------- ----------------
Total Liabilities and Stockholders' Equity $ 165,225 $ 164,400
================ ================
</TABLE>
(See notes to consolidated financial statements)
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FIRST FINANCIAL BANCORP AND SUBSIDIARIES
Consolidated Statements of Income and Comprehensive Income
(Unaudited)
(In Thousands, except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------------- ----------------------------------
1999 1998 1999 1998
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Interest income:
Loans, including fees $ 2,619 $ 1,986 $ 7,182 $ 5,448
Investment securities:
Taxable 516 790 1,651 2,515
Exempt from federal taxes 50 64 154 181
Federal funds sold and securities
purchased under resale agreements 41 74 173 258
-------------- -------------- -------------- --------------
Total interest income 3,226 2,914 9,160 8,402
Interest expense:
Deposit accounts 904 1,049 2,753 3,075
-------------- -------------- -------------- --------------
Net interest income 2,322 1,865 6,407 5,327
Provision for loan losses 200 60 401 120
-------------- -------------- -------------- --------------
Net interest income after provision
for loan losses 2,122 1,805 6,006 5,207
Noninterest income:
Service charges 307 218 754 662
Premiums and fees from SBA and mortgage
operations 141 208 519 552
Miscellaneous 115 64 255 131
-------------- -------------- -------------- --------------
Total noninterest income 563 490 1,528 1,345
Noninterest expense:
Salaries and employee benefits 1,010 835 2,922 2,559
Occupancy 217 207 602 519
Equipment 174 126 481 397
Other 873 741 2,446 2,119
-------------- -------------- -------------- --------------
Total noninterest expense 2,274 1,909 6,451 5,594
-------------- -------------- -------------- --------------
Income before provision for income taxes 411 386 1,083 958
Provision for income taxes 76 86 297 247
-------------- -------------- -------------- --------------
Net income $ 335 $ 300 $ 786 $ 711
Unrealized (loss) on available for
sale securities, net of tax (60) 103 (338) 61
-------------- -------------- -------------- --------------
Total comprehensive income (loss) $ 276 $ 403 $ 448 $ 772
============== ============== ============== ==============
Earnings per share:
Basic $ 0.24 $ 0.22 $ 0.56 $ 0.52
============== ============== ============== ==============
Diluted $ 0.22 $ 0.20 $ 0.53 $ 0.48
============== ============== ============== ==============
Dividends declared per share $ 0.05 $ 0.05 $ 0.15 $ 0.15
============== ============== ============== ==============
</TABLE>
(See notes to consolidated financial statements)
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FIRST FINANCIAL BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)
<TABLE>
<CAPTION>
Nine Months Ended
-------------------------------------
1999 1998
--------------- ----------------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 786 $ 711
Adjustments to reconcile net income to net cash (used in)
provided by operating activities:
(Increase) decrease in loans held for sale (2,125) 767
Increase in deferred loan income 34 94
Provision for other real estate owned losses - 16
Depreciation & amortization 820 783
Provision for loan losses 401 120
Provision for deferred taxes - (4)
(Increase) decrease in accrued interest (45) 196
receivable
Decrease in accrued interest payable (89) (43)
Decrease in other liabilities (42) (368)
Increase in Cash Surrender Value Life Insurance (131) (101)
Increase in other assets (736) (284)
--------------- ----------------
Net cash (used in) provided by operating (1,127) 1,887
activities
Cash flows from investing activities:
Proceeds from maturity of held-to-maturity securities - 10
Proceeds from maturity of available-for-sale securities 6,161 15,486
Proceeds from sale of available-for-sale securities 34,350 -
Purchase of available-for-sale securities (31,350) (4,000)
Increase in loans made to custome (11,992) 19,295)
Proceeds from the sale of other real es - 24
Purchases of bank premises, equipment and intangible assets (274) (536)
Purchase of Life Insurance Policy (1,450) (4,125)
--------------- ----------------
Net cash used in investing activities (4,555) (12,436)
Cash flows from financing activities:
Net increase in deposits 488 8,957
Proceeds from issuance of common stock 243 101
Payment of dividends (216) (202)
Payment for fractional stock dividends (7) -
--------------- ----------------
Net cash provided by financing activities 508 8,866
Net decrease in cash and cash equivalents (5,174) (1,683)
Cash and cash equivalents at beginning of period 12,129 12,083
--------------- ----------------
Cash and cash equivalents at end of period $ 6,955 $ 10,400
=============== ================
</TABLE>
(See notes to consolidated financial statements)
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FIRST FINANCIAL BANCORP AND SUBSIDIARIES
Notes to Consolidated Financial Statements
September 30, 1999 and 1998
(Unaudited)
(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. The following is
a description of new accounting standards adopted during the current
period.
Accounting for Mortgage-Backed Securities Retained after the Securitization
---------------------------------------------------------------------------
of Mortgage Loans Held for Sale by a Mortgage Banking Enterprise
----------------------------------------------------------------
The Company adopted Statement of Financial Accounting Standards (SFAS) No.
134, Accounting for Mortgage-Backed Securities Retained after the
Securitization of Mortgage Loans Held for Sale by a Mortgage Banking
Enterprise beginning January 1, 1999. SFAS No. 134 requires that after the
securitization of mortgage loans held for sale, an entity engaged in
mortgage banking activities classify the resulting mortgage-backed
securities or other retained interests based on its ability and intent to
sell or hold those investments. Adoption of this standard did not have a
material impact on the financial statements of the Company.
Accounting for the Costs of Computer Software Developed or Obtained for
-----------------------------------------------------------------------
Internal Use
------------
The Company adopted Statement of Position (SOP) 98-1, Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use beginning
January 1, 1999. SOP 98-1 provides guidance on accounting for the costs of
computer software developed or obtained for internal use. It specifies that
computer software meeting certain characteristics be designated as
internal-use software and sets forth criteria for expensing, capitalizing,
and amortizing certain costs related to the development or acquisition of
internal-use software. Adoption of this standard did not have a material
impact on the financial statements of the Company.
Reporting on the Costs of Start-Up Activities
---------------------------------------------
The Company adopted SOP 98-5, Reporting on the Costs of Start-Up Activities
beginning January 1, 1999. SOP 98-5 provides guidance on the financial
reporting of start-up costs and organization costs. It requires costs of
start-up activities and organization costs to be expensed as incurred.
Adoption of this standard did not have a material impact on the financial
statements of the Company.
(2) Weighted Average Shares Outstanding
Per share information is based on weighted average number of shares of
common stock outstanding during each three-month and nine-month period
after giving retroactive effect for the three percent stock dividend
declared for shareholders of record June 4, 1999, payable June 18, 1999.
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.
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(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 nine month periods ending September 30, 1999 and 1998:
<TABLE>
<CAPTION>
Income Shares Per-Share
Three months ended September 30, 1999 (numerator) (denominator) Amount
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic earnings per share $335,000 1,425,517 $0.24
Effect of dilutive securities - 67,030 -
----------------- ------------------
Diluted earnings per share $335,000 1,492,547 $0.22
================= ==================
<CAPTION>
Income Shares Per-Share
Three months ended September 30, 1998 (numerator) (denominator) Amount
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic earnings per share $300,000 1,386,680 $0.22
Effect of dilutive securities - 86,447 -
----------------- ------------------
Diluted earnings per share $300,000 1,473,127 $0.20
================= ==================
<CAPTION>
Income Shares Per-Share
Nine months ended September 30, 1999 (numerator) (denominator) Amount
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic earnings per share $786,000 1,416,223 $0.56
Effect of dilutive securities - 64,742 -
----------------- ------------------
Diluted earnings per share $786,000 1,480,965 $0.53
================= ==================
<CAPTION>
Income Shares Per-Share
Nine months ended September 30, 1998 (numerator) (denominator) Amount
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Basic earnings per share $711,000 1,379,301 $0.52
Effect of dilutive securities - 89,173 -
----------------- ------------------
Diluted earnings per share $711,000 1,468,474 $0.48
================= ==================
</TABLE>
(3) Allowance for Loan Losses
The following summarizes changes in the allowance for loan losses for the
nine month periods ended September 30, 1999 and 1998 and the twelve month
period ended December 31, 1998:
<TABLE>
9/30/99 9/30/98 12/31/98
--------------- --------------- ---------------
<S> <C> <C> <C>
Balance at beginning of period $ 1,564,000 1,313,000 1,313,000
Loans charged off (29,000) (122,000) (132,000)
Recoveries 53,000 64,000 133,000
Provisions charged to operations 401,000 120,000 250,000
--------------- --------------- ---------------
Balance at end of period $ 1,989,000 1,375,000 1,564,000
=============== =============== ===============
</TABLE>
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(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 nine months ended September 30,
1999 are not necessarily indicative of the results which may be expected
for the year ended December 31, 1999. The unaudited consolidated financial
statements presented herein should be read in conjunction with the
consolidated financial statements and notes included in the 1998 Annual
Report to Shareholders.
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<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Certain statements in this quarterly report on Form 10-Q include forward-looking
information within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and
are subject to the "safe harbor" created by those sections. These forward-
looking statements involve certain risks and uncertainties that could cause
actual results to differ materially from those in the forward-looking
statements. 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.
In addition, the Company has had the ongoing need to assess risks associated
with the Year 2000 ("Y2K") century date change. At this time, the Company
believes that it is in full compliance with the Federal Financial Institutions
Examination Council ("FFIEC") guidelines regarding Y2K. To date, these
guidelines have required the Company to test and validate mission critical
systems as well as perform a business impact analysis, assess the risk to core
business processes and develop a Y2K business resumption contingency plan.
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 6, as well as other information presented throughout
this report and previously filed reports.
Changes in Financial Condition
Consolidated total assets at September 30, 1999 increased approximately $825
thousand or 0.5% as compared to December 31, 1998. Gross loans increased $14.1
million or 15.2%, investment securities decreased $18.3 million or 40.0% and
federal funds sold and securities purchased under agreements to resell increased
$3.8 million or 79.2% at September 30, 1999 as compared to December 31, 1999.
Consistent with the increase in total assets, total deposits increased $488
thousand or 0.3% at September 30, 1999 as compared to December 31, 1998.
While a primary goal of management has been to increase the ratio of loans as a
percent of total deposits, management has also strived to increase total
noninterest DDA thereby lowering the overall cost of funds. Accordingly, the
ratio of loans as a percent of total deposit has increased from 61.9% at
December 31, 1998 to 71.2% at September 30, 1999, an increase of 14.9%.
Furthermore, noninterest bearing deposits increased $2.2 million or 11.8% while
interest bearing deposits decreased $1.7 million or 1.3%.
The decrease in interest bearing deposits is comprised of a $281 thousand
(0.8%) increase in interest bearing checking accounts, $701 thousand (2.7%)
increase in regular savings accounts, $41 thousand (0.1%) increase in
certificates of deposit and a $2.7 million (14.0%) decrease in money market
accounts. Included in certificates of deposits is a $1 million certificate of
deposit obtained under the State of California Time Deposit Program. Excluding
the certificate of
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<PAGE>
deposit with the State of California, total deposits decreased $512 thousand or
0.3%. It is the intent of management to increase total deposits with the State
of California to approximately $7 million during the next 12 months. The
certificates of deposit provide a low cost source of funds and are used to fund
loans and investments. The deposits also possess a low acquisition cost and
allow the Company to further leverage its capital.
The increase in gross loans consisted of a $6.1 million (46.8%) increase in
Small Business Administration ("SBA") loans, a $5.1 million (39.2%) increase in
agricultural loans, a $4.8 million (14.3%) increase in real estate loans, a $511
thousand (4.4%) increase in construction loans, a $137 thousand (1.0%) increase
in commercial loans and a $357 thousand (13.4%) decrease in other loans.
Additionally, approximately $2.6 million in mortgage loans that were classified
as held-for-sale to the secondary market at December 31, 1998 were subsequently
sold in the first quarter of 1999. At September 30, 1999, the Company had $494
thousand in mortgage loans held-for-sale to the secondary market.
Analysis of the Allowance for Loan Losses
The allowance for loan losses (the "allowance") is established through a
provision for loan losses charged to expense. The allowance at September 30,
1999 exceeded the December 31, 1998 allowance by $425 thousand or 27.2%, as a
result of a provision of $401 thousand and net recoveries of $24 thousand. This
compares to a provision of $120 thousand for the first nine months of 1998. The
increased provision is a result of the general growth of the loan portfolio and
entry into new market areas, particularly within the counties of Sacramento and
El Dorado. At September 30, 1999, nonperforming loans were $1,050 million or
0.98% of gross loans outstanding. This compares to $439 thousand or 0.47% of
gross loans outstanding at December 31, 1998. The allowance to nonperforming
loan coverage ratio decreased to 1.89 times at September 30, 1999 as compared to
3.56 times at December 31, 1998. Total portfolio delinquency at September 30,
1999 was 3.68% of gross loans, compared to 1.40% at December 31, 1998.
Management believes the allowance at September 30, 1999 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.
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The following tables depict activity in the allowance for loan losses and
allocation of reserves for and at the nine and twelve months ended September 30,
1999 and December 31, 1998, respectively:
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
---------------- ----------------
<S> <C> <C>
Balance at beginning of period $ 1,564 $ 1,313
Charge-offs:
Commercial (16) (67)
Real estate - (25)
Consumer (13) (40)
---------------- ----------------
Total charge-offs (29) (132)
Recoveries:
Commercial 47 112
Real estate - -
Consumer 6 21
---------------- ----------------
Total recoveries 53 133
---------------- ----------------
Net recoveries 24 1
Provision charged to operations 401 250
---------------- ----------------
Balance at end of period $ 1,989 $ 1,564
================ ================
</TABLE>
Allocation of the Allowance for Loan Losses
- -------------------------------------------
<TABLE>
<CAPTION>
-------------------------------------- --------------------------------------
September 30, 1999 December 31, 1998
-------------------------------------- --------------------------------------
Loan Category Amount (000's) % of Loans Amount (000's) % of Loans
- ------------------ ---------------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Commercial $ 318 47.7% $ 240 42.8%
Real Estate 181 49.2% 129 53.5%
Consumer 0 3.1% 11 3.7%
Unallocated 1,490 N/A 1,184 N/A
---------------- ---------------- ---------------- ----------------
$1,989 100.0% $1,564 100.0%
================ ================ ================ ================
</TABLE>
Investments
- -----------
Investments consist of federal funds sold and securities purchased under
agreements to resell, money market mutual funds and investment securities.
Federal funds sold and securities purchased under agreements to resell increased
$3.8 million or 79.2% and investment securities decreased by $18.3 million or
40% resulting in a net decrease in investments totaling $14.4 million or 28.7%
from December 31, 1998 to September 30, 1999. The decline in investments is
primarily a result of a $14.1 million increase in loans. As a result of the
Bank's projections for the funding of loans, the matured and called bonds over
the first half of 1999 were reinvested primarily in money market mutual funds in
order to avoid market risk over the short-term before funding loans. During the
third quarter of 1999, the money market mutual funds were reinvested into
securities purchased under agreements to resell which possess a higher yield.
At September
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<PAGE>
30, 1999, the Company held approximately $6.5 million in callable U.S. Agency
securities with a weighted average final maturity of 6.65 years and an average
yield of 6.62%.
Equity
- ------
Consolidated equity increased by $468 thousand or 3.4% from December 31, 1998 to
September 30, 1999. Consolidated equity represented 8.67% and 8.43% of
consolidated assets at September 30, 1999 and December 31, 1998, respectively.
In addition to the earnings of $786 thousand, equity capital was increased by
$243 thousand from the exercise of stock options over the nine months ended
September 30, 1999. Year-to-date capital reductions include $216 thousand for
dividend payments, $7 thousand for the cash payout for fractional shares as a
result of the 3% stock dividend declared in May 1999, and $338 thousand to
reflect the decline in the after-tax market value of the available-for-sale
investment securities portfolio. The decrease in the investment security
portfolio's market value reflects the increase in the level of market interest
rates at September 30, 1999 compared to December 31, 1998.
The total risk-based capital ratio for the Company's wholly owned subsidiary,
Bank of Lodi ("the Bank") was 10.32% at September 30, 1999 compared to 11.10% at
December 31, 1998. The decrease in the total risk-based capital ratio is largely
a function of the flow of funds from lower risk-weighted investments to higher
risk-weighted loans. Loans carry a risk weight of 100% compared to an average
risk-weight of 20% for the funds used to make loans. For each dollar in new
loans, risk-weighted assets increase by eighty cents. The Bank's leverage
capital ratio was 7.80% at September 30, 1999 versus 7.35% at December 31, 1998.
The capital ratios are in excess of the regulatory minimums for a well-
capitalized bank.
Year 2000 Preparedness
Preparedness for the Year 2000 date change with respect to computer systems is
recognized as a serious issue throughout the banking industry. Progress reports
prepared by management are provided monthly to the Board of Directors at its
regularly scheduled meetings and to the audit committee. The potential impact of
the Year 2000 compliance issue on the financial services industry could be
material, as virtually every aspect of the industry and processing of
transactions will be affected. Due to the size of the task facing the financial
services industry and the interdependent nature of its transactions, the Company
may be adversely affected by this problem, depending on whether it and the
entities with which it does business address this issue successfully. The
impact of Year 2000 issues on the Company will depend not only on its own
corrective actions, but also on the way in which Year 2000 issues are addressed
by governmental agencies, businesses and other third parties that provide
services or data to (or receive services or data from) the Company, or whose
financial condition or operational capability is important to the Company.
The Company's State of Readiness
- --------------------------------
The Company engages the services of third-party software vendors and service
providers for substantially all of its electronic data processing. The current
focus of the Company is to continue to monitor the progress of its primary
software providers toward Year 2000 compliance as well as test and validate
software and hardware upgrades, if any, for mission-critical systems.
The Company's Year 2000 compliance program has been divided into phases, all of
them common to all sections of the process: (1) inventorying date-sensitive
information technology and other
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<PAGE>
business systems; (2) assigning priorities to identified items and assessing the
efforts required for Year 2000 compliance of those determined to be material to
the Company; (3) upgrading or replacing material items that are determined not
to be Year 2000 compliant and testing material items; (4) assessing the status
of third party risks; and (5) developing and implementing contingency and
business resumption plans.
As part of the on-going supervision of the banking industry, bank regulatory
agencies are continuously surveying the Company's progression and results of
each of these phases. Monthly progress reports are provided to the Board of
Directors at regularly scheduled Board meetings.
In the first phase, the Company conducted a thorough evaluation of current
information technology systems, software and embedded technologies, resulting in
the identification of 21 Mission-Critical Systems that could be affected by Year
2000 issues. Non-information technology systems such as climate control systems,
elevators and vault security equipment, were also surveyed. This phase of the
Year 2000 process is complete.
The Bank's lending department made its own initial inquiries regarding
commercial borrower's Year 2000 compliance in 1998. As new loans are made (or
existing loans renewed), responses to inquiries are documented in the loan file
and updated as necessary. This is done in order to properly assess the state of
readiness and evaluate any potential impact to commercial borrowers that may
affect their ability to repay their loans.
In phase two of the process, results from the inventory were assessed to
determine the Year 2000 impact and what actions were required to obtain Year
2000 compliance. For the Company's mission-critical systems, actions needed
consist principally of upgrades to application versions that vendors have tested
for Year 2000 compliance. The Bank's core information system is The Phoenix
Banking System (PBS) from Phoenix International Ltd., which was developed in the
early 1990's. The Bank converted to PBS in 1996. PBS was developed with a four-
digit year field. Phoenix International Ltd. has completed year 2000 testing on
version 2.01 of PBS. No code changes to PBS were necessary to complete those
tests. Phase two of the Year 2000 process has been completed.
The third phase includes the upgrading, replacement and/or retirement of
systems, and testing. This stage of the Year 2000 process has been substantially
completed for mission critical systems. The Bank upgraded to version 2.01 of PBS
and completed all on-site testing of mission critical systems. Each of the
upgrades, to the extent economically feasible, is run through a test environment
before it is implemented. It is also tested to see how well it integrates with
the Company's overall data processing environment. Validation of testing by a
third party was completed in April of 1999.
The fourth phase, assessing third party risks, includes the process of
identifying and prioritizing critical suppliers and customers at the direct
interface level, as well as other material relationships with third parties,
including various exchanges, clearing houses, other banks, telecommunication
companies and public utilities. This evaluation includes communicating with the
third parties about their plans and progress in addressing Year 2000 issues.
Detailed evaluations of the most critical third parties have been performed and
an initial validation process was completed in the second quarter of 1999.
Follow-up reviews were substantially complete at September 30, 1999.
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Business Resumption and Contingency Plan
- ----------------------------------------
The final phase of the Company's Year 2000 compliance program relates to
business resumption and contingency plans. The Company maintains contingency
plans in the normal course of business designed to be deployed in the event of
various potential business interruptions. These plans have been expanded and
will be tested, to address Year 2000-specific interruptions such as power and
telecommunication infrastructure failures, and will continue to be supplemented
if and when the results of systems integration testing identify additional
business functions at risk. The Company has defined core business processes that
are dependent upon mission-critical systems and analyzed the business impact on
those processes from the failure of mission critical systems in order to develop
a more specific business resumption and contingency plan. The Board of Directors
approved the Y2K business resumption and contingency plan at its September 1999
meeting. Specific training of personnel on the Y2K contingency plans occurred
throughout the third quarter of 1999 and will continue during the fourth quarter
of 1999.
Costs
- -----
As the Company relies upon third-party software vendors and service providers
for substantially all of its electronic data processing, the primary cost of the
Year 2000 Project has been and will continue to be the reallocation of internal
resources and, therefore, does not represent incremental expense to the Company.
Management estimates that the incremental cost of mitigating Year 2000 risk and
third-party reviews of results will be $135 thousand ("cash budget"), and the
cost of management's time invested in this project will be approximately $30
thousand. To date, Y2K-related costs totaling $120 thousand have been incurred.
Management warns that the paid costs and expenses associated with this project,
as a percentage of the total budget or the cash budget, should not be construed
as a percentage of completion.
-12-
<PAGE>
Risks
- -----
Failure to correct a material Year 2000 problem could result in an interruption
in, or a failure of, certain normal business activities or operations. The
Company believes that, with the implementation of upgraded business systems and
completion of the Year 2000 Project as scheduled, the possibility of significant
interruptions of normal operations due to the failure of those systems will be
reduced. However, the Company is also dependent upon the power and
telecommunications infrastructure within the United States, and processes large
volumes of transactions through various clearing houses and correspondent banks.
The most reasonably likely worst case scenario would be that the Company may
experience disruption in its operations if any of these third-party suppliers
reported a system failure. Although the Company's Year 2000 project will reduce
the level of uncertainty about the compliance and readiness of its material
third-party providers, due to the general uncertainty over Year 2000 readiness
of these third-party suppliers, the Company is unable to determine at this time
whether the consequences of Year 2000 failures will have a material impact.
Changes in Results of Operations
Summary of Earnings Performance
- -------------------------------
<TABLE>
<CAPTION>
------------------------------------ -----------------------------------
Three Months Ended September 30, Nine Months Ended September 30,
------------------------------------ -----------------------------------
1999 1998 1999 1998
---------------- ------------- --------------- -------------
<S> <C> <C> <C> <C>
Earnings (in thousands) $ 335 300 $ 786 711
Basic earnings per share $ 0.24 0.22 $ 0.56 0.52
Diluted earnings per share $ 0.22 0.20 $ 0.53 0.48
Return on average assets 0.80% 0.78% 0.63% 0.62%
Return on average equity 9.52% 9.00% 7.58% 7.18%
Dividend payout ratio 20.83% 23.81% 26.79% 30.00%
Average equity to average assets 8.37% 8.67% 8.32% 8.63%
</TABLE>
The Company reported net income of $335,000 ($0.22 per share, diluted) for the
three months ended September 30, 1999, compared to $300,000 ($0.20 per share,
diluted) for the same period in 1998. Net income for the nine months ended
September 30, 1999 was $786,000 ($0.53 per share, diluted) compared to $711,000
($0.48 per share, diluted) for the same period in 1998. The increase in net
income for the third quarter in 1999 when compared to the same period one year
ago is due to an increase of $457 thousand in net interest income (24.5%), an
increase of $140 thousand in the provision for loan losses (233.3%), an
increase of $73 thousand in noninterest income (14.9%) and an increase of $365
thousand in noninterest expense (19.1%). The increase in net income during the
first nine months of 1999 when compared to the same period in 1998 is due to an
increase of $1.1 million in net interest income (20.3%), an increase of $281
thousand in the provision for loan losses (234.2%), an increase of $183
thousand in noninterest income (13.6%) and an increase of $857 thousand in
noninterest expense (15.3%).
-13-
<PAGE>
Net Interest Income
- -------------------
The following tables provides a detailed analysis of the net interest spread and
net interest margin for the periods indicated:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
For the Three Months Ended September 30,
----------------------------------------------------------------------------------------------
1999 1998
--------------------------------------------- ---------------------------------------------
Dollars In Thousands Average Income/ Yield Average Income/ Yield
Balance Expense (1) Balance Expense (1)
-------------- -------------- ----------- -------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Investment securities
(1) (2) $ 38,156 $ 566 5.87% $ 53,551 $ 854 6.33%
Federal funds sold and
securities purchased
under agreements to
resell 3,353 41 4.97% 5,455 74 5.38%
Loans (2) (3) 104,627 2,619 9.93% 76,264 1,986 10.33%
-------------- -------------- ----------- -------------- -------------- -----------
$ 146,136 $ 3,226 8.76% $ 135,270 $ 2,914 8.55%
============== ============== =========== ============== ============== ===========
Liabilities:
Noninterest bearing
deposits $ 20,171 $ -- -- $ 17,524 $ -- --
Interest bearing
transaction accounts 82,531 343 1.65% 76,413 431 2.24%
Time deposits 50,096 561 4.44% 47,954 618 5.11%
-------------- -------------- ----------- -------------- -------------- -----------
Total Liabilities $ 152,798 $ 904 2.35% $ 141,891 $ 1,049 2.93%
============== ============== =========== ============== ============== ===========
Net Interest Spread 6.41% 5.61%
=========== =========
<CAPTION>
----------------------------------------------------------------------------------------------
Earning Income Earning Income
Assets (Expense) Yield Assets (Expense) Yield
-------------- -------------- ----------- -------------- -------------- -----------
Yield on average earning
assets $ 146,136 $ 3,226 8.76% $ 135,270 $ 2,914 8.55%
Cost of funding average
earning assets $ 146,136 ( 904) (2.46)% $ 135,270 (1,049) (3.08)%
-------------- ----------- -------------- ------------
Net Interest Margin $ 146,136 $ 2,322 6.30% $ 135,270 $ 1,865 5.47%
============== =========== ============== ============
</TABLE>
(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.
-14-
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
For the Nine Months Ended September 30,
----------------------------------------------------------------------------------------------
1999 1998
--------------------------------------------- ---------------------------------------------
Dollars In Thousands Average Income/ Yield Average Income/ Yield
Balance Expense (1) Balance Expense (1)
-------------- -------------- ------------ -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Earning Assets:
Investment securities
(1) (2) $ 40,580 $ 1,805 5.95% $ 56,669 $ 2,696 6.36%
Federal funds sold and
securities purchased
under agreements to
resell 4,823 173 4.80% 6,610 258 5.22%
Loans (2) (3) 98,178 7,182 9.78% 69,618 5,448 10.46%
-------------- -------------- ------------ -------------- -------------- -------------
$ 143,581 $ 9,160 8.53% $ 132,897 $ 8,402 8.45%
============== ============== ============ ============== ============== =============
Liabilities:
Noninterest bearing
deposits $ 19,250 $ -- -- $ 16,427 $ -- --
Interest bearing
transaction accounts 81,159 1,002 1.65% 75,348 1,303 2.31%
Time deposits 50,363 1,751 4.65% 46,196 1,772 5.13%
-------------- -------------- ------------ -------------- -------------- -------------
Total Liabilities $ 149,760 $ 2,753 2.44% $ 137,971 $ 3,075 2.98%
============== ============== ============ ============== ============== =============
Net Interest Spread 6.09% 5.47%
============ =============
<CAPTION>
----------------------------------------------------------------------------------------------
Earning Income Earning Income
Assets (Expense) Yield Assets (Expense) Yield
-------------- -------------- ------------ -------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Yield on average earning
assets $ 143,581 $ 9,160 8.53% $ 132,897 $ 8,402 8.45%
Cost of funding average
earning assets $ 143,581 $ (2,753) (2.56)% $ 132,897 $ (3,075) (3.09)%
-------------- ------------ -------------- -------------
Net Interest Margin $ 143,581 $ 6,407 5.97% $ 132,897 $ 5,327 5.36%
============== ============ ============== =============
</TABLE>
(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.
Interest income for the third quarter of 1999 increased $311 thousand or 10.7%
over the same quarter of 1998. The net interest margin of 6.30% for the third
quarter of 1999 increased from 5.47% for the third quarter of 1998. For the
first nine months of 1999, interest income increased $758 thousand or 9.0% over
the same period one year ago. The net interest margin of 5.97% for
-15-
<PAGE>
the first nine months of 1999 increased from 5.36% over the same period one year
ago. Improvement in interest income and the net interest margin was the result
of the higher volume of earning assets, a more profitable mix of earning assets,
an increase in the prime lending rate and the continued growth in noninterest
bearing deposits to help lower the cost of funding earning assets.
The stronger mix of earning assets is a direct result of the Company's continued
efforts to more profitably employ funds through the generation of quality loans.
Significant progress has been made at the three branches acquired from Wells
Fargo February, 1997, the Folsom Branch which opened January, 1998 and the Elk
Grove branch which opened August, 1998. No loans were acquired with the
acquisition of the three Wells Fargo branches and deposits totaled approximately
$34 million. At September 30, 1999, gross loans at these three branches totaled
$14.8 million against deposits of $41.1 million while the Folsom and Elk Grove
branches had gross loans of $9.4 million and total deposits of $1.6 million.
The Folsom Branch originally opened as a loan production center and was approved
as a full service branch during the third quarter of 1999. Although loans are
competitively priced, credit standards have not been changed. While management
believes loan demand will continue to be strong, it will be controlling loan
growth through the remainder of 1999 with a targeted loan to deposit ratio of
75%.
Average deposits for the three months ended September 30, 1999 increased by
$10.9 million or 7.7%, compared to the prior year quarter. The average rate paid
on interest bearing transaction accounts decreased from 2.24% in the third
quarter of 1998 to 1.65% for the third quarter of 1999. The average rate paid on
certificates of deposits also decreased, from 5.11% for the third quarter of
1998 to 4.44% for the same quarter of 1999.
For the first nine months of 1999, average deposits increased $12.8 million or
9.3% compared to the first nine months of 1998. The average rate paid on
savings, money market and NOW accounts was 1.65% compared to 2.31% for 1998. The
average rate paid on certificates of deposit was 4.65% compared to 5.13% for
1998.
Average noninterest 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 third quarter and for the first nine months of 1999. This has helped to
keep down the cost of funding earning assets. Average certificates of deposit
for the third quarter and the first nine months of 1999 were 34% of average
deposits compared to 33% for the same periods of 1998.
Provision for Loan Losses
- -------------------------
The provision for loan losses for the three and nine months ended September 30,
1999 was $200,000 and $401,000 compared with $60,000 and $120,000 for the three
and nine months ended September 30, 1998. The increase is attributable to
general loss reserves that have been established in connection with the growth
in the loan portfolio. Also see "Allowance for Loan Losses" contained herein.
Noninterest Income
- ------------------
Non-interest income for the third quarter of 1999 increased by $73 thousand or
14.9% over the same period last year. For the first nine months of 1999,
noninterest income increased $183 thousand or 13.6% compared to the first nine
months of 1998. The most significant cause for this increase is the increase in
service charges.
-16-
<PAGE>
Service charge income for the third quarter increased by $90 thousand or 41.3%
compared to the same quarter of 1998. For the first nine months of 1999, service
charge income increased $92 thousand or 13.9% compared to the first nine months
of 1998. Although the number of checking accounts has increased, higher balances
are being maintained in checking accounts, thereby avoiding monthly service
charges. In addition the Company implemented certain increases to service
charges in August, 1999.
Income from the sale and servicing of loans decreased by $67 thousand, or 32.4%,
compared to the prior year third quarter. For the first nine months of 1999,
loan servicing income decreased $33 thousand or 6% compared to the first nine
months of 1998. The decreases in income resulted from declines in new
production which is attributable to changes in overall interest rates from one
year ago in addition to increased market competition.
Noninterest Expenses
- --------------------
Non-interest expenses increased by $365 thousand or 19.1% compared to the prior
year quarter. For the first nine months of 1999, noninterest expense increased
$857 thousand or 15.3% compared to the first nine months of 1998. The increase
in noninterest expense reflects the Elk Grove branch, which did not open until
the third quarter of 1998. In addition, there were certain staffing increases,
most notably in the technology area of the Bank. Included in other noninterest
expense are expenses associated with the Year 2000 preparedness. The Company has
a total budget for the Year 2000 preparedness project of $165 thousand, of which
$135 thousand is for actual costs and expenses and the remaining $30 thousand
represents the opportunity cost of management's time needed to focus on this
issue. Approximately $65.5 thousand was spent during the third quarter of 1999,
for system testing and validation and development of the business resumption
contingency plan. This brings the total expenses associated with this project at
$148.5 thousand or 90% of the cash budget for actual expenses. Management
estimates the Year 2000 project is 90% complete at September 30, 1999. While
the Company believes the budget for the Year 2000 preparedness project is
adequate to mitigate the risks with the Year 2000 problem, there can be no
assurances that the Company will not incur costs exceeding such budget.
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 nine months
ended September 30, 1999 are not necessarily indicative of the results which may
be expected for the year ended December 31, 1999. The unaudited consolidated
financial statements presented herein should be read in conjunction with the
consolidated financial statements and notes included in the 1998 Annual Report
to Shareholders.
-17-
<PAGE>
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 nine
months ended September 30, 1999, there were no material changes in the market
risk profile of the Company or the Bank as described in the Company's 1998 Form
10-K.
-18-
<PAGE>
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, 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.
-19-
<PAGE>
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) Employment Agreement dated as of September 30, 1998, between
First Financial Bancorp and David M. Philipp, filed as
Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998, is hereby
incorporated by reference.
10(j) 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(k) Executive Supplemental Compensation Agreement effective as
of April 3, 1998, between Bank of Lodi, N.A. and David M.
Philipp, filed as Exhibit 10(k) to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 30,
1998, is hereby incorporated by reference.
10(l) 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(m) 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(n) 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(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 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(p) 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(q) 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.
-20-
<PAGE>
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.
11 Statement re computation of earnings per share is
incorporated herein by reference to Footnote 2 to the
consolidated financial statements included in this report.
21 Subsidiaries of the Company: The Company owns 100 percent of
the capital stock of Bank of Lodi, National Association, a
national banking association, and 100 percent of the capital
stock of Western Auxiliary Corporation.
27 Financial Data Schedule (electronic submission only).
(b) Reports on Form 8-K
Not Applicable.
-21-
<PAGE>
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: November 15, 1999 /s/ Allen R. Christenson
----------------- ------------------------
Allen R. Christenson
Senior Vice President
Chief Financial Officer
-22-
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS DATED SEPTEMBER 30, 1999 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JUL-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 6,855
<INT-BEARING-DEPOSITS> 0
<FED-FUNDS-SOLD> 8,600
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 27,389
<INVESTMENTS-CARRYING> 0
<INVESTMENTS-MARKET> 0
<LOANS> 106,749
<ALLOWANCE> 1,989
<TOTAL-ASSETS> 165,225
<DEPOSITS> 150,032
<SHORT-TERM> 0
<LIABILITIES-OTHER> 868
<LONG-TERM> 0
0
0
<COMMON> 7,820
<OTHER-SE> 6,505
<TOTAL-LIABILITIES-AND-EQUITY> 165,225
<INTEREST-LOAN> 2,619
<INTEREST-INVEST> 566
<INTEREST-OTHER> 41
<INTEREST-TOTAL> 3,226
<INTEREST-DEPOSIT> 904
<INTEREST-EXPENSE> 904
<INTEREST-INCOME-NET> 2,322
<LOAN-LOSSES> 200
<SECURITIES-GAINS> 0
<EXPENSE-OTHER> 2,274
<INCOME-PRETAX> 411
<INCOME-PRE-EXTRAORDINARY> 411
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 335
<EPS-BASIC> 0.24
<EPS-DILUTED> 0.22
<YIELD-ACTUAL> 6.41
<LOANS-NON> 344
<LOANS-PAST> 706
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 1,564
<CHARGE-OFFS> 29
<RECOVERIES> 53
<ALLOWANCE-CLOSE> 1,989
<ALLOWANCE-DOMESTIC> 1,989
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 1,490
</TABLE>
