CALIFORNIA FIRST LEASING CORP - Quarter Report: 2002 December (Form 10-Q)

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The accompanying notes are an integral part
of these consolidated financial statements.

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The accompanying unaudited consolidated 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, 2002. 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 2002 Annual Report on Form 10-K, which contains Management's Discussion and Analysis of Financial Condition and Results of Operations as of June 30, 2002 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 December 31, 2002 and the statements of earnings and cash flows for the six month periods ended December 31, 2002 and 2001. The results of operations for the six month period ended December 31, 2002 are not necessarily indicative of the results of operations to be expected for the entire fiscal year ending June 30, 2003.

NOTE 2 - RECENT ACCOUNTING PRONOUNCEMENTS

In June 2002, FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities" (SFAS 146). SFAS 146 addresses financial accounting and reporting costs associated with the exit or disposal activities and nullifies Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity Including Certain Costs Incurred in Restructuring." The Company anticipates the adoption of FASB 146 will not have an impact on the financial statements.

In June 2002, FASB issued SFAS No. 147, Acquisitions of Certain Financial Institutions" (SFAS 147). SFAS 147 removes acquisition of financial institutions from the scope of both SFAS No. 72, "Accounting for Certain Acquisitions of Banking and Thrift Institutions," and FASB Interpretation No. 9, "Applying APB Opinion No. 16 and 17 When a Savings and Loan Association or Similar Institution Is Acquired in a Business Combination Accounted for by the Purchase Method" and requires those transactions be accounted for in accordance with SFAS Statements No. 141, "Business Combinations" and No. 142, "Goodwill and Other Intangible Assets." In addition, SFAS 147 amends SFAS No. 144, "Accounting for Impairment or Disposal of Long-Lived Assets" to include in its scope long-term customer-relationship intangible assets of financial institutions. The Company anticipates the adoption of FASB 147 will not have an impact on the financial statements.

In December 2002, FASB issued SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure an Amendment to FASB No 123, Accounting for Stock-Based Compensation" (SFAS 148). SFAS 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change in the fair value based method of accounting for stock-based employee compensation. In addition, SFAS 148 amends disclosure requirements of SFAS 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect on the method used in the reported results. The implementation of SFAS 148 is not expected to have a material impact on the Company's financial statements.

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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 the 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 commenced on July 2, 2001. California First National Bank ("CalFirst Bank" or the "Bank"), another subsidiary 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's direct finance income includes interest income earned on the Company's investment in lease receivables and residuals. Other income primarily includes gains realized on the sale of leased property, income from sales-type and operating leases and gains realized on the sale of leases, and other fee income. Income from sales-type leases relates to 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. Income from operating leases generally involves the short-term rental of leased property.

The Company's operating results are subject to quarterly fluctuations resulting from a variety of factors, including the volume of new lease originations, the volume and profitability of leased property being re-marketed through re-lease or sale, variations in the mix of lease originations, the size and credit quality of the lease portfolio, interest rates and economic conditions in general. The Company has insignificant interest bearing liabilities, and therefore, reductions in interest rates in general can reduce the yield earned on the investment in lease receivables and on the investment in securities and other interest earning assets.

The Company conducts its leasing business in a manner designed to minimize 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 receivables held in its own portfolio, lease transactions in process, and residual investments. The Company takes steps to mitigate risks through the implementation of strict credit management processes and on-going risk management review procedures.

Critical Accounting Policies and Estimates

The preparation of the Company's financial statements requires management to make certain critical accounting estimates that impact the stated amount of assets and liabilities at a financial statement date and the reported amount of income and expenses during a reporting period. These accounting estimates are based on management's judgment and are considered to be critical because of their significance to the financial statements and the possibility that future events may differ from current judgments, or that the use of different assumptions could result in materially different estimates. The critical accounting policies and estimates have not changed from and should be read in conjunction with the Company's Annual Report filed on Form 10K for the year ended June 30, 2002.

The Company's estimates are reviewed continuously to ensure reasonableness. However, the amounts the Company may ultimately realize could differ from such estimated amounts.

CONSOLIDATED STATEMENT OF EARNINGS ANALYSIS

         Summary -- For the second quarter ended December 31, 2002, net earnings of $2.9 million decreased $698,000, or 19.4%, compared to $3.6 million for the second quarter ended December 31, 2001. Diluted earnings per share decreased 18.8% to $0.26 per share for the second quarter of fiscal 2003 compared to $0.32 per share for the second quarter of the prior year. The results of the second quarter of fiscal 2003 reflect the impact of a significant increase in selling, general and administrative ("SG&A") expenses and lower income from end-of-term transactions, which offset the benefit of a significant decrease in the provision for lease losses, and higher income from the lease portfolio. The volume of new lease transactions booked during the second quarter of fiscal 2003 was $31.8 million, a 44.6% increase from the same quarter of the prior year.

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         For the six months ended December 31, 2002, net earnings of $5.9 million decreased $647,000, or 9.8%, compared to the six months ended December 31, 2001. Diluted earnings per share decreased 10.3% to $0.52 for the first six months of fiscal 2003 compared to $0.58 for the same period of the prior year. The results of the first six months of fiscal 2003 reflect the benefit of the significant decrease in the provision for lease losses and higher income from the lease portfolio which were offset by lower income from end-of-term transactions and higher expense levels. The volume of new lease transactions booked during the six months ended December 31, 2002 was $61.4 million, a 24.7% increase from the same period of the prior year.

          Net Direct Finance and Interest Income -- Net direct finance and interest income is the difference between interest earned on the investment in capital leases, securities and other interest earning investments and interest paid on deposits or other borrowings. Net direct finance and interest income is affected by changes in the volume and mix of interest earning assets, the movement of interest rates, and funding and pricing strategies.

         Net direct finance and interest income was $5.2 million for the quarter ended December 31, 2002, a $441,000, or 9.3%, increase compared to the same quarter of the prior year. Direct finance income of $4.9 million increased by $545,000 as a result of higher yields on a larger average investment in capital leases. Interest income on investments declined by $59,000 due primarily to a decline in rate which was offset slightly by an increase in average balances of cash and cash equivalents during the period. Interest expense on deposits was $62,000 for the second quarter of fiscal 2003 compared to $17,000 for the same quarter of the prior year, primarily reflecting an increase in the average balances.

         For the six months ended December 31, 2002, net direct finance and interest income was $10.0 million, a $419,000, or 4.4%, increase compared to the same period of the prior year. Direct finance income of $9.5 million increased by $794,000 as a result of higher yields on a larger average investment in capital leases outstanding. Interest income on investments declined by $268,000 due primarily to a decline in rate which offset an increase in average balances of cash and cash equivalents during the period. Interest expense on deposits was $130,000 for the first six months of fiscal 2003 compared to $23,000 for the same period of the prior year, reflecting an increase in the average balances.

          The following table presents the components of the increases (decreases) in net direct finance and interest income by volume and rate:

         Discounted lease rentals and nonrecourse debt offset each other, and does not contribute to the Company's net interest and finance income.

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         The following table presents the Company's average balance sheets, direct finance income and interest earned or interest paid, the related yields and rates on major categories of the Company's interest-earning assets and interest-bearing liabilities. Yields/rates are presented on an annualized basis.

(1) Direct finance income and interest expense on discounted lease rentals and nonrecourse debt of $54,684,000 and $90,106,000 at December 31, 2002 and 2001, respectively, offset each other and do not contribute to the Company's net interest and finance income.

(2) Average balance is based on quarter-end balances, and includes non-accrual leases, and is presented net of unearned income.

         Provision for Lease Losses -- The Company's provision for lease losses in the second quarter and six months ended December 31, 2002 was $38,000 and $218,000, respectively, compared to $904,000 and $2,436,000, respectively, for the same periods of the prior fiscal year. The reduction in the provision for both periods reflects a slight improvement in the portfolio's performance. The prior fiscal year periods include a provision for the deterioration in the underlying credit of one large lease transaction in process, which was not required in the current year.

         Other Income -- Other income is a significant source of income for the Company, accounting for 43% of the Company's gross profit during the quarter ended December 31, 2002 and 59% during the second quarter of fiscal 2002. Total other income for the quarter ended December 31, 2002 decreased by $1.8 million, or 31%, to $3.9 million, compared to $5.6 million for the same quarter of the prior fiscal year. The decrease in other income is primarily due to a $2.5 million, or 50%, decrease in gain on sale of leases and leased property to $2.4 million for the second quarter of fiscal 2003 from $4.9 million for the same period of the prior year. This reflected a decrease in income from a lower volume of leased property sales. Operating and sales type income of $1.3 million during the second quarter of fiscal 2003 more than doubled from $601,000 for the same quarter of fiscal 2002, benefiting from an increase in the volume of lease extensions and short term lease renewals.

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         For the six months ended December 31, 2002, other income accounted for 45% of the Company's gross profit compared to 60% for the comparable period of the prior fiscal year. Total other income for the first six months of fiscal 2003 decreased $2.9 million, or 27%, to $8.0 million from $10.9 million for the same period of the prior fiscal year. The decrease in other income is primarily due to a $3.1 million, or 40%, decrease in gain on sale of leases and leased property to $4.6 million for the six months ended December 31, 2002 from $7.8 million for the same period of the prior year. This primarily reflected a lower volume of leased property sales. Operating and sales type income of $3.1 million increased $757,000, or 32%, during the first six months of fiscal 2003 compared to $2.3 million for the same period of fiscal 2002, again reflecting an increase in the volume of lease extensions and short term lease renewals.

         Selling, General, and Administrative Expenses -- S,G&A expenses increased by $670,000, or 18%, to $4.3 million during the second quarter of fiscal 2003 compared to $3.6 million during the second quarter of fiscal 2002. For the first six months, S,G&A expenses increased 10% to $8.2 million from $7.4 million reported for the first six months of the prior fiscal year. The increase in S,G&A for both periods is due to higher costs related to an expansion of the sales organization.

         Taxes -- Taxes were accrued at a tax rate of 38.5% for the six months ended December 31, 2002 and 2001, representing the estimated annual tax rate for the years ending June 30, 2003 and 2002, respectively.

FINANCIAL CONDITION ANALYSIS

Lease Portfolio Analysis

         The Company's risk assets are comprised almost exclusively of leases for capital assets to businesses and other commercial or non-profit organizations. All leases are secured by the underlying property being leased. A portion of lease originations are discounted to banks or finance companies on a nonrecourse basis at fixed interest rates. Leases that are not assigned to financial institutions are held in internal portfolios. Over the past two fiscal years, the Company has funded a significantly greater percentage of new lease transactions internally. During the six months ended December 31, 2002, approximately 90% of the total dollar amount of new leases booked by the Company were held in its own portfolio, compared to 69% during the first six months of fiscal 2002. During the six months ended December 31, 2002, the Company's net investment in capital leases increased by $15.0 million. This increase includes a $16.2 million increase in the Company's investment in lease receivables, and a $1.2 million reduction in the investment in estimated residual values. The increase in the investment in capital leases is primarily due to the higher volume of new lease transactions booked and retained in the Company's portfolio as compared to the volume of lease transactions coming to their end of term during the period.

         The Company often makes payments to purchase leased property prior to the commencement of the lease. The disbursements for these lease transactions in process are generally made to facilitate the lessees' property implementation schedule. The lessee is contractually obligated by the lease to make rental payments directly to the Company 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 December 31, 2002, the Company's investment in property acquired for transactions in process was $28.1 million, compared to $20.6 million at June 30, 2002, and $19.8 million at December 31, 2001. This increase was primarily due to the larger volume of lease transactions in process during the first half of fiscal 2003 compared to the prior year.

         The Company monitors the performance of all leases held in its own portfolio, transactions in process as well as lease transactions assigned to lenders, if the Company retains a residual investment in the leased property subject to the lease. An ongoing review of all leases 10 or more days delinquent is conducted. Lessees who are delinquent with the Company or an assignee are coded in the Company's accounting and tracking systems in order to provide management visibility, periodic reporting, and appropriate reserves. The accrual of interest income on leases will generally be discontinued when the lease becomes 90 days or more past due on its lease payments with the Company, unless the Company believes the investment is otherwise recoverable. Leases may be placed on non accrual earlier if the Company has significant doubt about the ability of the lessee to meet its lease obligations, as evidenced by consistent delinquency, deterioration in the lessee's financial condition or other relevant factors.

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The following table summarizes the Company's non-performing capital leases:

         Included in non-accrual leases at December 31, 2002 is one lease investment of approximately $2.1 million related to a lessee in bankruptcy for which the Company has received all payments due through December 31, 2002, except for a small prepetition amount. In addition to the non-performing capital leases identified above, there was $5.4 million of investment in capital leases at December 31, 2002 for which management has concerns regarding the ability of the lessees to continue to meet existing lease obligations, compared with $6.8 million at June 30, 2002. This amount consists of leases classified as substandard or doubtful, or with lessees that currently are experiencing financial difficulties or that management believes may experience financial difficulties in the future.

         The allowance for lease losses provides coverage for probable and estimatable losses in the Company's lease portfolios. The allowance recorded is based on a quarterly review of all leases outstanding and transactions in process. Lease receivables or residuals are charged off when they are deemed completely uncollectible. The determination of the appropriate amount of any provision is based on management's judgment at that time and takes into consideration all known relevant internal and external factors that may affect the lease portfolio.

         The allowance for lease losses decreased to $5.3 million (4.3% of net investment in capital leases) at December 31, 2002 from $5.5 million (5.1% of net investment in capital leases) at June 30, 2002. This allowance consisted of $3.3 million allocated to specific accounts and $2.0 million that was unallocated. The decrease in the allowance at December 31, 2002 primarily relates to a decrease in specific reserves as the Company's exposure to certain credits has decreased. The Company considers the allowance for doubtful accounts of $5.3 million at December 31, 2002 adequate to cover losses specifically identified as well as inherent in the lease portfolios. However, no assurance can be given that the Company will not, in any particular period, sustain lease losses that are sizeable in relation to the amount reserved, or that subsequent evaluations of the lease portfolio, in light of factors then prevailing, including economic conditions and the on-going credit review process will not require significant increases in the allowance for loan and lease losses. Among other factors, a continued economic slowdown may have an adverse impact on the adequacy of the allowance for lease losses by increasing credit risk and the risk of potential loss even further. As the Company has retained a significantly greater percentage of leases in its own portfolio, this creates increased exposure to delinquencies, repossessions, foreclosures and losses than the Company has historically experienced.

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Liquidity and Capital Resources

         The Company funds it's operating activities through internally generated funds, nonrecourse debt and bank deposits. The Leasing Companies' capital expenditures for leased property purchases are occasionally financed by assigning certain base lease term 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. At December 31, 2002, the Company had outstanding nonrecourse debt aggregating $54.7 million relating to property under capital leases. In the past, the Company has been able to obtain adequate nonrecourse funding commitments, and the Company believes it will be able to do so in the future.

         Deposits have not been an important source of funds for the Company. Deposits totaled $7.6 million at December 31, 2002, compared to $1.8 million at December 31, 2001. The following table presents average balances and average rates paid on deposits for the six months ended December 31, 2002 and 2001:

         In April 2001, the Board of Directors authorized management, at its discretion, to repurchase up to 1,000,000 shares of common stock. During the six months ended December 31, 2002, the Company repurchased 130,000 shares at an aggregate cost of $1.8 million. As of February 7, 2003, 640,356 shares remain available under this authorization.

         At December 31, 2002, the Company's cash and cash equivalents were $71.3 million. 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 lease payments will be sufficient to meet its foreseeable financing needs.

         Stockholders' equity at December 31, 2002 was $194.8 million, or 67% of total assets, compared to $184.8 million, or 60% of total assets, at December 31, 2001. At December 31, 2002, the Company and the Bank exceed their regulatory capital requirements and are considered "well-capitalized" under guidelines established by the FRB and the OCC.

          Inflation has not had a significant impact upon the operations of the Company.

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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:

• General economic or industry conditions could be less favorable than expected, resulting in a reduced demand for capital assets, deterioration in credit quality, deterioration in the recoverability of our investment in leased property and lease residual values, and a change in the allowance for lease losses;
• Changes in the domestic interest rate environment could reduce interest income and could increase lease losses;
• Over the past two years, the Company has retained an increasing number of lease transactions in its own portfolio which has increased the Company's exposure to credit risk;
• 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 continuing losses;
• 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;
• 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;
• The Company's Common Stock trades on the NASDAQ National Market System, but the volume of trading has been limited and the low volume of trading limits the liquidity of the Common Stock;
• Changes in the extensive laws, regulations and policies governing financial services companies could alter the Company's business environment or affect operations;
• Catastrophic events could impair the Company's business operations or systems, or that of its lessees, resulting in losses;
• 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.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

          The Company's principal executive officer and its principal financial officer, based on their evaluation of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a -14 (c)) as of a date within 90 days prior to the filing of this Quarterly Report on Form 10-Q, have concluded that the Company's disclosure controls and procedures are adequate and effective for the purposes set forth in the definition in Exchange Act rules.

Changes in internal controls.

          There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's internal controls subsequent to the date of their evaluation.

PART II - OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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CERTIFICATIONS

I, Patrick E. Paddon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of California First National Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 12, 2003

PATRICK E PADDON /S/

Patrick E. Paddon
Chief Executive Officer

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I, S. Leslie Jewett, certify that:

1. I have reviewed this quarterly report on Form 10-Q of California First National Bancorp;
2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; and
3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

1. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
2. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
3. presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function):

1. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
2. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: February 12, 2003

S. LESLIE JEWETT /S/

S. Leslie Jewett
Chief Financial Officer

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