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 quarterly period ended March 31, 2003
| ¨ | 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 000-32385
Pacifica Bancorp, Inc.
(Name of small business issuer in its charter)
| Washington |
91-2094365 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| Skyline Tower, 10900 NE 4th Street, Suite 200, Bellevue, WA |
98004 | |
| (Address of principal executive offices) |
(Zip Code) |
(425) 637-1188
(Issuer’s telephone number, including area code)
(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 ¨
Indicate by check mark if the registrant is an accelerated filer within the meaning of Rule 12b-2 promulgated under the Securities Exchange Act of 1934. Yes ¨ No x
The number of shares outstanding of the issuer’s classes of common equity as of April 30, 2003:
Common Stock—3,260,368 shares outstanding
| PART I – FINANCIAL INFORMATION |
||||
| Item 1 |
Financial Statements |
|||
| Condensed Consolidated Balance Sheet –March 31, 2003 and December 31, 2002 |
1 | |||
| Condensed Consolidated Statement of Income –Three Months Ended March 31, 2003 and 2002 |
2 | |||
| Condensed Consolidated Statement of Cash Flows –Three Months Ended March 31, 2003 and 2002 |
3 | |||
| 4 | ||||
| Item 2 |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
7 | ||
| Item 3 |
20 | |||
| Item 4 |
20 | |||
| PART II – OTHER INFORMATION |
||||
| Item 6 |
21 | |||
| 22 | ||||
| 24 | ||||
i
PACIFICA BANCORP, INC.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PACIFICA BANCORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
| March 31, 2003 |
December 31, 2002 |
|||||||
| (Dollars in thousands) |
(Unaudited) |
(Audited) |
||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ |
3,449 |
|
$ |
3,144 |
| ||
| Interest-bearing cash |
|
14,582 |
|
|
13,489 |
| ||
| Federal funds sold |
|
12,970 |
|
|
13,080 |
| ||
| Total cash and cash equivalents |
|
31,001 |
|
|
29,713 |
| ||
| Interest-bearing deposits in other banks |
|
657 |
|
|
657 |
| ||
| Securities available-for-sale, at fair value |
|
18,496 |
|
|
22,518 |
| ||
| Federal Home Loan Bank stock, at cost |
|
133 |
|
|
133 |
| ||
| Total investments |
|
19,286 |
|
|
23,308 |
| ||
| Loans |
|
106,084 |
|
|
109,735 |
| ||
| Less allowance for loan losses |
|
(2,944 |
) |
|
(2,919 |
) | ||
| Total loans, net |
|
103,140 |
|
|
106,816 |
| ||
| Bank premises and equipment, net |
|
2,504 |
|
|
2,609 |
| ||
| Accrued interest receivable |
|
712 |
|
|
778 |
| ||
| Other |
|
1,014 |
|
|
1,464 |
| ||
| Total other assets |
|
4,230 |
|
|
4,851 |
| ||
| TOTAL ASSETS |
$ |
157,657 |
|
$ |
164,688 |
| ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Deposits |
||||||||
| Noninterest-bearing |
$ |
12,444 |
|
$ |
13,961 |
| ||
| Interest-bearing |
|
129,208 |
|
|
134,359 |
| ||
| Total deposits |
|
141,652 |
|
|
148,320 |
| ||
| Accrued interest payable |
|
1,060 |
|
|
948 |
| ||
| Other accrued liabilities |
|
169 |
|
|
272 |
| ||
| Other borrowings |
|
492 |
|
|
972 |
| ||
| Total other liabilities |
|
1,721 |
|
|
2,192 |
| ||
| Mandatory redeemable preferred stock |
|
2,000 |
|
|
2,000 |
| ||
| Total liabilities |
|
145,373 |
|
|
152,512 |
| ||
| SHAREHOLDERS’ EQUITY |
||||||||
| Preferred stock, no par value, 3,000,000 shares authorized; 2,350 issued and outstanding, 350 shares accounted for as equity and 2,000 shares as liabilities |
|
350 |
|
|
350 |
| ||
| Common stock, no par value, 10,000,000 shares authorized 3,260,368 shares issued and outstanding at March 31, 2003 and December 31, 2002 |
|
16,054 |
|
|
16,054 |
| ||
| Accumulated deficit |
|
(4,173 |
) |
|
(4,271 |
) | ||
| Accumulated other comprehensive income, net of tax |
|
53 |
|
|
43 |
| ||
| Total shareholders’ equity |
|
12,284 |
|
|
12,176 |
| ||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
$ |
157,657 |
|
$ |
164,688 |
| ||
See accompanying notes to these financial statements.
1
PACIFICA BANCORP, INC.
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
| Three Months Ended March 31, |
||||||||
| 2003 |
2002 |
|||||||
| (Dollars in thousands, except for per share data) |
||||||||
| INTEREST INCOME |
||||||||
| Loans, including fees |
$ |
2,005 |
|
$ |
2,026 |
| ||
| Investments and interest-bearing deposits |
|
323 |
|
|
426 |
| ||
| Federal funds sold |
|
39 |
|
|
13 |
| ||
| Other Interest Income |
|
17 |
|
|
— |
| ||
| Total interest income |
|
2,384 |
|
|
2,465 |
| ||
| INTEREST EXPENSE |
||||||||
| Deposits |
|
752 |
|
|
1,214 |
| ||
| Borrowings |
|
12 |
|
|
21 |
| ||
| Mandatory redeemable preferred stock |
|
38 |
|
|
— |
| ||
| Total interest expense |
|
802 |
|
|
1,235 |
| ||
| NET INTEREST INCOME |
|
1,582 |
|
|
1,230 |
| ||
| PROVISION FOR LOAN LOSSES |
|
— |
|
|
— |
| ||
| NET INTEREST INCOME AFTER |
||||||||
| PROVISION FOR LOAN LOSSES |
|
1,582 |
|
|
1,230 |
| ||
| NONINTEREST INCOME |
||||||||
| Loan commissions and related income |
|
100 |
|
|
201 |
| ||
| Service fees |
|
42 |
|
|
22 |
| ||
| Other income |
|
110 |
|
|
103 |
| ||
| Gain on sale of securities |
|
33 |
|
|
— |
| ||
| Total noninterest income |
|
285 |
|
|
326 |
| ||
| NONINTEREST EXPENSES |
||||||||
| Salaries and employee benefits |
|
997 |
|
|
1,086 |
| ||
| Occupancy and equipment |
|
340 |
|
|
291 |
| ||
| Other expenses |
|
424 |
|
|
438 |
| ||
| Total noninterest expenses |
|
1,761 |
|
|
1,815 |
| ||
| INCOME (LOSS) BEFORE INCOME TAXES |
|
106 |
|
|
(259 |
) | ||
| INCOME TAXES |
|
— |
|
|
— |
| ||
| NET INCOME (LOSS) |
|
106 |
|
|
(259 |
) | ||
| Less accrued perpetual preferred stock dividends |
|
(22 |
) |
|
— |
| ||
| NET INCOME (LOSS) TO COMMON SHAREHOLDERS |
$ |
84 |
|
$ |
(259 |
) | ||
| NET INCOME (LOSS) PER SHARE TO COMMON SHAREHOLDERS: |
||||||||
| Basic |
$ |
0.03 |
|
$ |
(0.08 |
) | ||
| Diluted |
$ |
0.03 |
|
$ |
(0.08 |
) | ||
| WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: |
||||||||
| Basic |
|
3,260,368 |
|
|
3,260,368 |
| ||
| Diluted |
|
3,262,956 |
|
|
||||