CALIFORNIA FIRST LEASING CORP - Quarter Report: 2001 September (Form 10-Q)
FORM 10-Q
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 |
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For the quarterly period ended | September 30, 2001 | ||
[ ] |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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For the transition period from | _________________ | to ______________________ |
Commission File No.: 0-15641
CALIFORNIA FIRST NATIONAL BANCORP
(Exact name of registrant as specified in charter)
California | 33-0964185 | ||
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
||
5 Hutton Centre Dr., Ste. 250 Santa Ana, California |
92707 | ||
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: (714) 436-6540
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
The number of shares outstanding of the Registrant's Common Stock, par value $.01 per share, as of October 31, 2001 was 11,235,328.
CALIFORNIA FIRST NATIONAL BANCORP
INDEX
PART I. FINANCIAL INFORMATION | PAGE NUMBER |
|
Item 1. Financial Statements | ||
Consolidated Balance Sheets - September 30, |
3 | |
Consolidated Statements of Earnings - Three months
|
4 | |
Consolidated Statements of Cash Flows - Three months |
5 | |
Notes to Consolidated Financial Statements ................................................................................ | 6 | |
Item 2. Management's Discussion and Analysis of Financial
|
7-9 | |
PART II. OTHER INFORMATION |
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Item 6. Exhibits and Reports on Form 8-K......................................................................................................... | 9 | |
Signature............................................................................................................................................................ | 10 |
CALIFORNIA FIRST NATIONAL BANCORP
CONSOLIDATED BALANCE SHEETS
ASSETS |
(UNAUDITED) |
(AUDITED) |
|
|
|
|
|
Cash and due from banks |
$ 35,946,000 |
|
$ 39,869,000 |
Federal funds sold and securities purchased under |
18,685,000 |
|
19,220,000 |
|
|
||
|
54,631,000 |
|
59,089,000 |
Security held to maturity |
600,000 |
|
600,000 |
Net receivables |
14,022,000 |
|
9,655,000 |
Property acquired for transactions in process |
24,026,000 |
|
20,490,000 |
Net investment in capital leases |
117,588,000 |
|
116,288,000 |
Net property on operating leases |
1,000 |
|
3,000 |
Income taxes receivable |
5,798,000 |
|
8,198,000 |
Other assets |
1,283,000 |
|
1,343,000 |
Discounted lease rentals assigned to lenders |
106,988,000 |
|
121,000,000 |
|
|
|
|
|
$ 324,937,000 |
|
$ 336,666,000 |
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
Liabilities: |
|
|
|
Accounts payable |
$ 1,247,000 |
|
$ 623,000 |
Accrued liabilities |
3,960,000 |
|
5,955,000 |
Time and demand deposits |
1,578,000 |
|
70,000 |
Customer deposits |
8,367,000 |
|
8,209,000 |
Time and demand deposits |
1,578,000 |
|
70,000 |
Income taxes payable, including deferred taxes, net |
20,942,000 |
|
21,556,000 |
|
|
||
|
143,082,000 |
|
157,413,000 |
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
Stockholders' equity: |
|
|
|
Preferred stock; 2,500,000 shares
|
- |
|
- |
Common stock; $.01 par value; 20,000,000
shares |
112,000 |
|
112,000 |
Additional paid in capital |
3,128,000 |
|
3,065,000 |
Retained earnings |
178,615,000 |
|
176,076,000 |
|
|
||
|
181,855,000 |
|
179,253,000 |
|
|
||
$ 324,937,000
|
$ 336,666,000
|
||
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
3
CALIFORNIA FIRST NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF EARNINGS (UNAUDITED)
|
|
|
|
Three Months Ended September 30, |
||
|
|
|
|
2001 |
|
2000 |
Revenues: |
|
|
|
|
|
|
Direct financing leases |
|
|
|
$ 4,575,000 |
|
$ 4,266,000 |
Sales-type leases |
|
|
|
2,376,000 |
|
5,314,000 |
Operating leases |
|
|
|
347,000 |
|
289,000 |
|
|
|
|
|
|
|
Leasing revenues |
|
|
|
7,298,000 |
|
9,869,000 |
Sales of leased property |
|
|
|
4,130,000 |
|
4,346,000 |
Interest and other income |
|
|
|
1,256,000 |
|
1,415,000 |
|
|
|||||
|
|
|
|
12,684,000 |
|
15,630,000 |
|
|
|
|
|
|
|
Costs: |
|
|
|
|
|
|
Sales-type leases |
|
|
|
983,000 |
|
2,154,000 |
Operating leases |
|
|
|
2,000 |
|
- |
Cost of leased property sold |
|
|
|
1,538,000 |
|
2,546,000 |
Provision for credit losses |
|
|
|
1,532,000 |
|
- |
|
|
|||||
|
|
|
|
4,055,000 |
|
4,700,000 |
|
|
|
|
|
|
|
Lease and interest income |
|
|
|
8,629,000 |
|
10,930,000 |
Interest on time and demand deposits |
|
|
|
6,000 |
|
- |
|
|
|
|
|
|
|
Gross profit |
|
|
|
8,623,000 |
|
10,930,000 |
Selling, general and administrative expenses |
|
|
|
3,765,000 |
|
4,497,000 |
|
|
|
|
|
|
|
Earnings before income taxes |
|
|
|
4,858,000 |
|
6,433,000 |
Income taxes |
|
|
|
1,870,000 |
|
2,477,000 |
|
|
|
|
|
|
|
Net earnings |
|
|
|
$ 2,988,000 |
|
$ 3,956,000 |
|
|
|
|
|
|
|
Basic earnings per common share |
|
|
|
$ .27 |
|
$ .35 |
|
|
|
|
|
|
|
Diluted earnings per common share |
|
|
|
$ .26 |
|
$ .34 |
|
|
|
|
|
|
|
Dividends declared per common share outstanding |
|
|
|
$ .04 |
|
$ .04 |
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
|
11,233,000 |
|
11,415,000 |
|
|
|
|
|
|
|
Diluted common shares outstanding |
|
|
|
11,438,000 |
|
11,496,000 |
|
|
|
|
|
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
4
CALIFORNIA FIRST NATIONAL BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
|
Three Months Ended |
|||||||||
2001 |
2000 |
|||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||
Net earnings |
$ 2,988,000 |
$ 3,956,000 |
||||||||
Adjustments to reconcile net earnings to cash flows used for |
||||||||||
Sale of leased property previously on operating leases, net |
2,000 |
- |
||||||||
Interest accretion of estimated unguaranteed residual values |
(780,000 |
) |
(1,178,000 |
) |
||||||
Decrease in estimated unguaranteed residual values |
3,005,000 |
4,391,000 |
||||||||
Provision for credit losses |
1,532,000 |
- |
||||||||
Net decrease in income taxes payable, including deferred taxes |
(614,000 |
) |
(6,251,000 |
) |
||||||
Net increase in net receivables |
(4,367,000 |
) |
(2,143,000 |
) |
||||||
Decrease in income taxes receivable |
2,400,000 |
- |
||||||||
Net increase in property acquired for transactions in process |
(5,036,000 |
) |
(14,408,000 |
) |
||||||
Net (decrease) increase in accounts payable and accrued liabilities |
(1,371,000 |
) |
2,210,000 |
|||||||
Increase in customer deposits |
158,000 |
422,000 |
||||||||
|
|
|||||||||
Net cash used for operating activities |
(2,083,000 |
) |
(13,001,000 |
) |
||||||
|
|
|||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||
Net increase in minimum lease payments receivable |
(2,702,000 |
) |
(14,170,000 |
) |
||||||
Net decrease (increase) in other assets |
60,000 |
(192,000 |
) |
|||||||
Increase in estimated unguaranteed residual values recorded on leases |
(855,000 |
) |
(837,000 |
) |
||||||
|
|
|||||||||
Net cash used for investing activities |
(3,497,000 |
) |
(15,199,000 |
) |
||||||
|
|
|||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||
Net increase in deposits |
1,508,000 |
- |
||||||||
Payments to repurchase common stock |
- |
(453,000 |
) |
|||||||
Dividends to stockholders |
(449,000 |
) |
(456,000 |
) |
||||||
Proceeds from exercise of stock options |
63,000 |
32,000 |
||||||||
|
|
|||||||||
Net cash provided by (used for) financing activities |
1,122,000 |
(877,000 |
) |
|||||||
|
|
|||||||||
NET CHANGE IN CASH AND CASH EQUIVALENTS |
(4,458,000 |
) |
(29,077,000 |
) | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
59,089,000 |
92,540,000 |
||||||||
|
|
|||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$54,631,000
|
$63,463,000
|
||||||||
|
|
|
||||||||
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES |
||||||||||
|
||||||||||
Decrease in lease rentals assigned to lenders and related nonrecourse debt |
($14,012,000 |
) |
($21,360,000 |
) |
||||||
|
|
|||||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
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Cash paid during the year for: |
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Interest |
$3,000 |
$23,000 |
||||||||
|
|
|||||||||
Income taxes |
$83,000
|
$8,728,000
|
||||||||
|
|
|
The accompanying notes are an integral part
of these consolidated financial statements.
5
CALIFORNIA FIRST NATIONAL BANCORP
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1- BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2001. The material under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations" is written with the presumption that the readers have read or have access to the 2001 Annual Report on Form 10-K, which contains Management's Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2001 and for the year then ended.
In the opinion of management, the unaudited financial statements contain all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the balance sheet as of September 30, 2001 and the statements of earnings and cash flows for the three month periods ended September 30, 2001 and 2000. The results of operations for the three month period ended September 30, 2001 are not necessarily indicative of the results of operations to be expected for the entire fiscal year ending June 30, 2002.
Reclassifications
Certain reclassifications have been made to the first quarter of fiscal 2001 financial statements to conform with the presentation of the first quarter of fiscal 2002 financial statements.
NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS
In September 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." (SFAS No 140). SFAS No. 140 replaces SFAS No. 125, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," (SFAS No. 125). SFAS No. 140 revises criteria for accounting for securitizations, other financial-asset transfers and collateral and introduces new disclosures, but otherwise carries forward most of the provisions of SFAS No. 125, without amendment. The accounting requirements of SFAS No. 140 are effective for covered transactions occurring after March 31, 2001, and must be applied prospectively. The disclosure requirements for SFAS No. 140 are for fiscal years ending after December 15, 2000, and comparative disclosures for prior periods are not required. The Company does not expect the impact of the accounting requirements of SFAS No. 140 to be material to its financial position or results of operations.
On July 20, 2001, FASB issued SFAS No. 141, "Business Combinations" ("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 addresses financial accounting and reporting for business combinations. All business combinations in the scope of SFAS 141 are to be accounted for under the purchase method. The provisions of SFAS 141 apply to all business combinations initiated or closed after June 30, 2001. SFAS 142 addresses financial accounting and reporting for goodwill and other intangible assets. SFAS 142 addresses how goodwill and other intangible assets should be accounted for in the financial statements and provides that goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions of SFAS 142. The Company does not expect the impact of the accounting requirements of SFAS No. 141 and SFAS No. 142 to be material to its financial position or results of operations.
In October 2001, the FASB issued Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). The objectives of SFAS 144 are to address significant issues relating to the implementation of FASB Statement No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" ("SFAS No. 121"). Even though SFAS No. 144 supersedes SFAS No. 121, it retains the fundamental provisions of SFAS No. 121 for (1) the recognition and measurement of the impairment of long-lived assets to be held and used and (2) the measurement of long-lived assets to be disposed of by sale. SFAS 144 also requires that entities report discontinued operations separately from continuing operations and extends that reporting requirement to "a component of an entity" that either has been disposed of (by sale, abandonment, or in a distribution to owners) or is classified as "held for sale". SFAS No. 144 also amends the guidance of Accounting Research Bulletin No. 51, "Consolidated Financial Statements" ("ARB 51") to eliminate the exception to consolidation for a temporarily controlled subsidiary. The provisions of SFAS No. 144 are effective for financial statements issued for fiscal years beginning after December 15, 2001 and interim periods within those fiscal years. Management of the Company anticipates that the adoption of SFAS No. 144 will not have a significant effect on the Company's earnings or financial position.
6
CALIFORNIA FIRST NATIONAL BANCORP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS.
GENERAL
California First National Bancorp (the "Company") is a bank holding company. The Company has two leasing subsidiaries, Amplicon, Inc. ("Amplicon") and California First Leasing Corporation ("CFLC", collectively the "Leasing Companies") that are involved in leasing and financing of computers, computer networks and other high technology assets. The leasing subsidiaries are also engaged in the re-marketing of leased assets at lease expiration. The operations of CFLC did not commence until July 2, 2001. California First National Bank ("CalFirst Bank" or the "Bank"), which commenced operations on May 23, 2001, is a FDIC-insured national bank that gathers deposits using the telephone, the Internet, and direct mail and leases capital assets to businesses and organizations and provides business loans to fund the purchase of assets leased by third parties.
The Company generates revenues from its leasing activities, the sale of leased property and from interest income earned on its cash and liquid investments. Direct financing lease revenues include interest income earned on the Company's investment in lease receivables and residuals and gains recognized on the sale of leases in which the Company retains no significant continuing interest. Revenues from sales-type leases consist of the re-lease of off-lease property ("lease extensions") and new lease transactions that qualify as sales-type leases, generally where the fair value of the property subject to the lease differs from the Company's carrying cost. Revenues from operating leases generally involve the short-term rental of leased property.
The Company's operating results are subject to quarterly and annual fluctuations resulting from a variety of factors, including the volume of new lease bookings, the volume and profitability from re-marketing leased property through re-lease or sale, variations in the mix of lease originations, the credit quality of its lease portfolios and economic conditions in general.
The Company conducts its leasing business in a manner designed to minimize its risks. However, the assumption of risk is a key source of earnings in the leasing and banking industry and the Company is subject to risks through its investment in lease transactions in process, investment in lease receivables held in its own portfolio and residual investments. The Company establishes reserves to cover such risks and regularly reviews their adequacy considering levels of non-performing leases, lessees' financial condition, leased property values as well as general economic conditions and credit quality indicators.
THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
Revenues. Total revenues for the three months ended September 30, 2001 were $12,684,000, a decrease of $2,946,000, or 19%, from the same quarter of the prior fiscal year. The decrease in total revenues when compared to the same quarter of the prior fiscal year can be attributed to a decrease in leasing revenue of $2,571,000, together with a slight decrease in sales of leased property of $216,000 and interest and other income of $159,000. The decrease in sales of leased property was due to a lower volume of lease transactions coming to end of term where the leased property was sold to the lessee or a third party. The decrease in interest and other income was due to maintaining lower levels of interest bearing cash and cash equivalents during the quarter.
The 26% decrease in leasing revenues to $7,298,000 for the first quarter of fiscal 2002 compared to the first quarter of fiscal 2001 resulted from a decrease of $2,938,000 in sales-type lease revenue to $2,376,000, offset slightly by increases in direct financing lease revenue of $309,000 to $4,575,000 and an increase in operating lease revenue of $58,000 to $347,000. The decrease in sales-type lease revenue can be attributed to a decrease in revenue from lease extensions together with decreased revenue from new lease transactions structured as sales-type leases. The increase in direct financing revenue can be attributed to an increase in interest income from a larger investment in lease receivables held in the Company's own portfolios, offset by lower unearned income from residual investments and assigned capital leases. The increase in operating lease revenue results from an increase in the volume of short-term lease renewals.
Gross Profit. Gross profit of $8,623,000 for the first quarter of fiscal 2002 decreased 21% when compared to $10,930,000 for the first quarter of the prior year. Gross profit in the quarter ended September 30, 2001 was primarily impacted by a significant increase in the provision for credit losses of $1,532,000 and lower income recognized from leases reaching their end of term, which were offset somewhat by increased income from direct financing leases. The
7
CALIFORNIA FIRST NATIONAL BANCORP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
(continued)
increased provision is directly attributable to the deterioration in the underlying credit of one large lease transaction in process.
Selling, General and Administrative Expenses. Selling, general and administrative expenses for the quarter ended September 30, 2001 were $3,765,000, a decrease of $732,000, or 16%, when compared to the same quarter of the prior year. The decrease in S,G&A expenses is primarily due to lower salary and benefit expenses.
Taxes. The Company's tax rate was 38.5% for the quarters ending September 30, 2001, and 2000 representing its estimated annual tax rate for the years ending June 30, 2002 and 2001.
LIQUIDITY AND CAPITAL RESOURCES
The Company funds its operating activities through nonrecourse debt, internally generated funds and bank deposits. The Leasing Companies' capital expenditures for leased property purchases are often financed by assigning certain base term lease payments to banks or other financial institutions, including CalFIrst Bank. The assigned lease payments are discounted at fixed rates such that the lease payments are sufficient to fully amortize the aggregate outstanding debt. The Company does not purchase property until it has received a noncancelable lease from its customer. At September 30, 2001, the Leasing Companies had outstanding nonrecourse debt aggregating $106,988,000 relating to property under capital leases. In the past, the Leasing Companies have been able to obtain adequate nonrecourse funding commitments, and believe they will be able to do so in the future.
In an effort to better utilize available cash balances, the Company has increased the level of new lease transactions held for the Company's benefit, rather than assigning the leases to financial institutions. The Company's minimum lease payments receivable increased $2,671,000 to $97,922,000 as of September 30, 2001 when compared to the $95,251,000 at June 30, 2001 and increased $34,641,000 as compared to $63,281,000 as of September 30, 2000.
The Company will often make payments to purchase leased property prior to the commencement of a lease. The disbursements for such lease transactions in process are generally made to facilitate the property implementation schedule of the lessees. The lessee is contractually obligated by the lease to make rental payments during the period that the transaction is in process, and the lessee is generally obligated to reimburse the Company for all disbursements under certain circumstances. At September 30, 2001, the Company's investment in property acquired for transactions in process was $24,026,000, an increase of $3,536,000 when compared to June 30, 2001.
In April 1999 and April 2001, the Board of Directors authorized management, at its discretion, to repurchase up to 600,000 and 1,000,000 shares of common stock, respectively. During the three months ended September 30, 2001, no shares were repurchased. As of November 9, 2001, 9,356 and 1,000,000 shares, respectively, remain available under these authorizations.
The need for cash used for operating activities will increase as the Company expands. The Company believes that existing cash balances, cash flow from operations, cash flows from its financing and investing activities, and assignments (on a nonrecourse basis) of anticipated lease payments will be sufficient to meet its foreseeable financing needs.
Inflation has not had a significant impact upon the operations of the Company.
8
CALIFORNIA FIRST NATIONAL BANCORP
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION
AND RESULTS OF OPERATIONS
(continued)
FORWARD LOOKING STATEMENTS
This document contains forward-looking statements. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated. Factors that might affect forward-looking statements include, among other things: (i) general economic or industry conditions could be less favorable than expected, resulting in a reduced demand for capital assets, deterioration in credit quality, and a change in the allowance for credit losses; (ii) changes in the domestic interest rate environment could reduce interest income and could increase credit losses; (iii) CalFirst Bank is a start-up bank and may not attract or retain sufficient deposits at attractive interest rates to fund its lease portfolio, and therefore could require additional investment by the Company, produce lower lease growth and greater losses; (iv) security breaches, systems failures, computer viruses or other similar events could damage CalFirst Bank's reputation, or Internet banks in general, and inhibit the ability to raise deposits; (v) the conditions of the securities markets could change, adversely affecting the value or credit quality of the Company's assets, or the availability and terms of funding necessary to meet the Company's liquidity needs; (vi) changes in the extensive laws, regulations and policies governing financial services companies could alter the Company's business environment or affect operations; (vii) catastrophic events could impair the Company's business operations or systems, or that of its lessees, resulting in losses; and (viii) all the above factors could impact the Company's ability to remain in compliance with commitments made to federal bank regulators in connection with the formation of CalFirst Bank. The result of these and other factors could cause a difference from expectations of the risk characteristics of the lease portfolio, the level of defaults and a change in the provision for loan and lease losses. Forward-looking statements speak only as of the date made. The Company undertakes no obligations to update any forward-looking statements to reflect events or circumstances arising after the date on which they are made.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There was one report on Form 8-K filed during the three months ended September 30, 2001. The report, filed on July 20, 2001, was regarding the capital stock description of California First National Bancorp.
(a) Exhibits
None
9
CALIFORNIA FIRST NATIONAL BANCORP
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.
California First National Bancorp | |||
Registrant | |||
DATE: | November 12, 2001 | BY: | S. LESLIE JEWETT /s/ |
S. LESLIE JEWETT | |||
Chief Financial Officer (Principal Financial and Accounting Officer) |
10