CENTRAL VALLEY COMMUNITY BANCORP - Quarter Report: 2007 June (Form 10-Q)
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 JUNE 30,
2007
|
o
|
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—31977
CENTRAL
VALLEY COMMUNITY BANCORP
(Exact
name of registrant as specified in its charter)
California
|
77-0539125
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
600
Pollasky Avenue, Clovis, California
|
93612
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant’s
telephone number (559) 298-1775
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
past 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 o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act).
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
Yes o No x
As
of
August 8, 2007 there were 5,956,891 shares
of the registrant’s common stock outstanding
1
CENTRAL
VALLEY COMMUNITY BANCORP
2007
QUARTERLY REPORT ON FORM 10-Q
TABLE
OF CONTENTS
3
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3
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11
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30
|
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31
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31
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31
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32
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31
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32
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32
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33
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33
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33
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2
PART
1: FINANCIAL INFORMATION
ITEM
1: FINANCIAL STATEMENTS
CENTRAL
VALLEY COMMUNITY BANCORP
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In
thousands, except share amounts)
|
June
30, 2007
|
December
31, 2006
|
||||||
ASSETS
|
||||||||
Cash
and due from banks
|
$ |
23,853
|
$ |
23,898
|
||||
Federal
funds sold
|
9,530
|
24,218
|
||||||
Total
cash and cash equivalents
|
33,383
|
48,116
|
||||||
Interest
bearing deposits in other banks
|
158
|
323
|
||||||
Available-for-sale
investment securities (Amortized cost of $90,446 at June 30, 2007
and
$104,117 at December 31, 2006
|
89,591
|
103,922
|
||||||
Loans,
less allowance for credit losses of $3,743 at June 30, 2007 and $3,809
at
December 31, 2006
|
335,622
|
318,853
|
||||||
Bank
premises and equipment, net
|
5,984
|
4,655
|
||||||
Bank
owned life insurance
|
6,258
|
6,146
|
||||||
Federal
Home Loan Bank stock
|
1,971
|
1,891
|
||||||
Goodwill
and intangible assets
|
9,898
|
10,005
|
||||||
Accrued
interest receivable and other assets
|
6,651
|
6,148
|
||||||
Total
assets
|
$ |
489,516
|
$ |
500,059
|
||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Deposits:
|
||||||||
Non-interest
bearing
|
$ |
138,185
|
$ |
150,182
|
||||
Interest
bearing
|
283,722
|
290,445
|
||||||
Total
deposits
|
421,907
|
440,627
|
||||||
Short-term
borrowings
|
10,625
|
3,250
|
||||||
Accrued
interest payable and other liabilities
|
6,063
|
6,404
|
||||||
Total
liabilities
|
438,595
|
450,281
|
||||||
Commitments
and contingencies
|
||||||||
Shareholders’
equity:
|
||||||||
Preferred
stock, no par value: 10,000,000 shares authorized, no shares
issued or outstanding
|
-
|
-
|
||||||
Common
stock, no par value; 80,000,000 shares authorized; outstanding 5,958,786
at June 30, 2007 and 6,037,656 at December 31,2006
|
12,475
|
14,007
|
||||||
Retained
earnings
|
38,959
|
35,888
|
||||||
Accumulated
other comprehensive loss, net of tax
|
(513 | ) | (117 | ) | ||||
Total
shareholders’ equity
|
50,921
|
49,778
|
||||||
Total
liabilities and shareholders’ equity
|
$ |
489,516
|
$ |
500,059
|
See
notes to unaudited condensed consolidated financial statements.
3
CENTRAL
VALLEY COMMUNITY BANCORP
CONDENSED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For
the Three Months
|
For
the Six Months
|
|||||||||||||||
(In
thousands except earnings per share amounts)
|
Ended
June 30
|
Ended
June 30
|
||||||||||||||
2007
|
2006
|
2007
|
2006
|
|||||||||||||
INTEREST
INCOME:
|
||||||||||||||||
Interest
and fees on loans
|
$ |
7,005
|
$ |
6,320
|
$ |
13,578
|
$ |
12,315
|
||||||||
Interest
on Federal funds sold
|
155
|
165
|
299
|
435
|
||||||||||||
Interest
and dividends on investment securities:
|
||||||||||||||||
Taxable
|
873
|
838
|
1,770
|
1,558
|
||||||||||||
Exempt
from Federal income taxes
|
209
|
260
|
450
|
566
|
||||||||||||
Total
interest income
|
8,242
|
7,583
|
16,097
|
14,874
|
||||||||||||
INTEREST
EXPENSE:
|
||||||||||||||||
Interest
on deposits
|
2,063
|
1,406
|
3,886
|
2,668
|
||||||||||||
Other
|
49
|
132
|
113
|
196
|
||||||||||||
Total
interest expense
|
2,112
|
1,538
|
3,999
|
2,864
|
||||||||||||
Net
interest income before provision for credit losses
|
6,130
|
6,045
|
12,098
|
12,010
|
||||||||||||
PROVISION
FOR CREDIT LOSSES
|
120
|
100
|
240
|
500
|
||||||||||||
Net
interest income after provision for credit losses
|
6,010
|
5,945
|
11,858
|
11,510
|
||||||||||||
NON-INTEREST
INCOME:
|
||||||||||||||||
Service
charges
|
665
|
650
|
1,357
|
1,205
|
||||||||||||
Loan
placement fees
|
63
|
145
|
128
|
196
|
||||||||||||
Net
realized (losses)gains on sales of investment securities
|
-
|
(16 | ) |
44
|
109
|
|||||||||||
Appreciation
in cash surrender value of bank owned life insurance
|
56
|
64
|
111
|
121
|
||||||||||||
Federal
Home Loan Bank stock dividends
|
23
|
21
|
51
|
40
|
||||||||||||
Other
income
|
309
|
282
|
584
|
532
|
||||||||||||
Total
non-interest income
|
1,116
|
1,146
|
2,275
|
2,203
|
||||||||||||
NON-INTEREST
EXPENSES:
|
||||||||||||||||
Salaries
and employee benefits
|
2,664
|
2,624
|
5,372
|
5,201
|
||||||||||||
Occupancy
and equipment
|
657
|
582
|
1,307
|
1,137
|
||||||||||||
Other
expense
|
1,435
|
1,240
|
2,782
|
2,505
|
||||||||||||
Total
non-interest expenses
|
4,756
|
4,446
|
9,461
|
8,843
|
||||||||||||
Income
before provision for income taxes
|
2,370
|
2,645
|
4,672
|
4,870
|
||||||||||||
PROVISION
FOR INCOME TAXES
|
751
|
976
|
1,601
|
1,771
|
||||||||||||
Net income
|
$ |
1,619
|
$ |
1,669
|
$ |
3,071
|
$ |
3,099
|
||||||||
Basic
earnings per share
|
$ |
0.27
|
$ |
0.28
|
$ |
0.51
|
$ |
0.52
|
||||||||
Diluted
earnings per share
|
$ |
0.25
|
$ |
0.26
|
$ |
0.48
|
$ |
0.48
|
See notes to unaudited condensed consolidated financial
statements.
4
CENTRAL
VALLEY COMMUNITY BANCORP
CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR
THE YEAR ENDED DECEMBER 31, 2006
AND
THE SIX MONTH PERIOD ENDED JUNE 30, 2007
(Unaudited)
Common
Stock
|
Accumulated
Other
Comprehensive
|
Total
|
Total
|
|||||||||||||||||||||
(In
thousands except share and per share amounts)
|
Shares
|
Amount
|
Retained
Earnings
|
(Loss)/
Income
(Net
of Taxes)
|
Shareholders'
Equity
|
Comprehensive
Income
|
||||||||||||||||||
Balance,
January 1, 2006
|
5,891,820
|
$ |
13,053
|
$ |
28,977
|
$ | (507 | ) | $ |
41,523
|
||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
6,911
|
6,911
|
$ |
6,911
|
||||||||||||||||||||
Other
comprehensive loss, net of tax:
|
||||||||||||||||||||||||
Net
change in unrealized loss on available-for-sale investment
securities
|
390
|
390
|
390
|
|||||||||||||||||||||
Total
comprehensive income
|
$ |
7,301
|
||||||||||||||||||||||
Stock
options exercised and related tax benefit
|
172,036
|
1,186
|
1,186
|
|||||||||||||||||||||
Repurchase
and retirement of common stock
|
(26,200 | ) | (395 | ) | (395 | ) | ||||||||||||||||||
Stock-based
compensation expense
|
163
|
163
|
||||||||||||||||||||||
Balance,
December 31, 2006
|
6,037,656
|
14,007
|
35,888
|
(117 | ) |
49,778
|
||||||||||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
3,071
|
3,071
|
$ |
3,071
|
||||||||||||||||||||
Other
comprehensive loss, net of tax:
|
||||||||||||||||||||||||
Net
change in unrealized loss on available-for-sale investment
securities
|
(396 | ) | (396 | ) | (396 | ) | ||||||||||||||||||
Total
comprehensive income
|
$ |
2,675
|
||||||||||||||||||||||
Stock
options exercised and related tax benefit
|
59,030
|
438
|
438
|
|||||||||||||||||||||
Repurchase
and retirement of common stock
|
(137,900 | ) | (2,066 | ) | (2,066 | ) | ||||||||||||||||||
Stock-based
compensation expense
|
96
|
96
|
||||||||||||||||||||||
Balance,
June 30, 2007
|
5,958,786
|
$ |
12,475
|
$ |
38,959
|
$ | (513 | ) | $ |
50,921
|
See
notes
to unaudited condensed consolidated financial statements.
5
CENTRAL
VALLEY COMMUNITY BANCORP
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR
THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
(Unaudited)
(In
thousands)
|
2007
|
2006
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||
Net income
|
$ |
3,071
|
$ |
3,099
|
||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Net
(decrease) increase in deferred loan fees
|
(69 | ) |
162
|
|||||
Depreciation,
accretion and amortization, net
|
551
|
928
|
||||||
Stock-based
compensation
|
96
|
84
|
||||||
Tax
benefit from exercise of stock options
|
(165 | ) | (277 | ) | ||||
Provision
for credit losses
|
240
|
500
|
||||||
Net
realized gains on sales and calls of available-for-sale investment
securities
|
(44 | ) | (109 | ) | ||||
Net
gain on sale and disposal of equipment
|
(4 | ) |
-
|
|||||
Increase
in bank owned life insurance, net of expenses
|
(112 | ) | (118 | ) | ||||
FHLB
stock dividends
|
(51 | ) | (40 | ) | ||||
Net
(increase) decrease in accrued interest receivable and other
assets
|
(226 | ) |
25
|
|||||
Net
(decrease) increase in accrued interest payable and other
liabilities
|
(176 | ) |
602
|
|||||
Provision
for deferred income taxes
|
(15 | ) | (10 | ) | ||||
Net
cash provided by operating activities
|
3,096
|
4,846
|
||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||
Cash
and cash equivalents acquired in acquisition
|
-
|
21
|
||||||
Purchases
of available-for-sale investment securities
|
(2,572 | ) | (17,588 | ) | ||||
Proceeds
from sales or calls of available-for-sale investment
securities
|
5,699
|
12,023
|
||||||
Proceeds
from principal repayments of available-for-sale investment
securities
|
8,458
|
8,422
|
||||||
Proceeds
from maturity of available-for-sale investment securities
|
2,150
|
-
|
||||||
Net
decrease in interest bearing deposits in other banks
|
165
|
95
|
||||||
Net
FHLB stock purchases
|
(29 | ) | (142 | ) | ||||
Net
increase in loans
|
(16,939 | ) | (3,797 | ) | ||||
Purchases
of premises and equipment
|
(1,792 | ) | (553 | ) | ||||
Proceeds
from sale of equipment
|
4
|
-
|
||||||
Net
cash used in investing activities
|
(4,856 | ) | (1,519 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||
Net
decrease in demand, interest bearing and savings deposits
|
(28,167 | ) | (41,874 | ) | ||||
Net
increase in time deposits
|
9,447
|
11,612
|
||||||
Proceeds
from borrowings from Federal Home Loan Bank
|
57,500
|
9,788
|
||||||
Repayments
to Federal Home Loan Bank
|
(49,500 | ) | (2,000 | ) | ||||
Repayments
of borrowings from other financial institutions
|
(625 | ) | (625 | ) | ||||
Share
repurchase and retirement
|
(2,066 | ) |
-
|
|||||
Proceeds
from exercise of stock options
|
273
|
379
|
||||||
Tax
benefit from exercise of stock options
|
165
|
277
|
||||||
Net
cash used in financing activities
|
(12,973 | ) | (22,443 | ) | ||||
Decrease
in cash and cash equivalents
|
(14,733 | ) | (19,116 | ) | ||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
48,116
|
51,995
|
||||||
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ |
33,383
|
$ |
32,879
|
||||
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION:
|
||||||||
Cash
paid during the year for:
|
||||||||
Interest
expense
|
$ |
3,962
|
$ |
2,684
|
||||
Income
taxes
|
$ |
1,890
|
$ |
1,340
|
||||
Non-Cash
Investing Activities:
|
||||||||
Net
change in unrealized gain on available-for-sale investment
securities
|
$ | (660 | ) | $ | (1,440 | ) |
6
Non-Cash
Financing Activities:
|
||||||||
Tax
Benefit from stock options exercised
|
$ |
165
|
$ |
277
|
||||
Supplemental
schedules related to acquisition:
|
||||||||
Acquisition
of Bank of Madera County:
|
||||||||
Intangibles
|
$ |
-
|
$ |
21
|
||||
Cash
acquired, net of cash paid to Bank of Madera County
shareholders
|
$ |
-
|
$ |
21
|
CENTRAL
VALLEY COMMUNITY BANCORP
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note
1. Basis of Presentation
The
interim unaudited condensed consolidated financial statements of Central Valley
Community Bancorp and subsidiary have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (the SEC). These interim
condensed consolidated financial statements include the accounts of Central
Valley Community Bancorp and its wholly owned subsidiary Central Valley
Community Bank (the Bank) (collectively, the Company). All significant
intercompany accounts and transactions have been eliminated in
consolidation. Certain information and footnote disclosures normally
included in the annual consolidated financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been omitted. The Company believes that the disclosures are adequate to
make the information presented not misleading. These interim condensed
consolidated financial statements should be read in conjunction with the audited
financial statements and notes thereto included in the Company’s 2006 Annual
Report to Shareholders on Form 10-K. In the opinion of management, all
adjustments, consisting of only normal recurring adjustments, necessary to
present fairly the Company’s financial position and shareholders’ equity at June
30, 2007 and December 31, 2006, and the results of its operations for the three
and six month interim periods ended June 30, 2007 and June 30, 2006 and its
cash
flows for the six month interim period ended June 30, 2007 and June 20, 2006
have been included. Certain reclassifications have been made to prior year
amounts to conform to the 2007 presentation. The results of operations for
interim periods are not necessarily indicative of results for the full
year.
The
preparation of these condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions. These estimates and
assumptions affect the reported amounts of assets and liabilities at the date
of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.
Management
has determined that since all of the banking products and services offered
by
the Company are available in each branch of the Bank, all branches are located
within the same economic environment and management does not allocate resources
based on the performance of different lending or transaction activities, it
is
appropriate to aggregate the Bank branches and report them as a single operating
segment. No customer accounts for more than 10 percent of revenues for the
Company or the Bank.
Note
2. Stock-Based Compensation
The
Company has three stock-based compensation plans which are described as
follows:
During
1992, the Bank established a Stock Option Plan for which shares are reserved
for
issuance to employees and directors under incentive and nonstatutory
agreements. The Company assumed all obligations under this plan as of
November 15, 2000, and options to purchase shares of the Company's common stock
were substituted for options to purchase shares of common stock of the
Bank. Outstanding options under this plan are exercisable until their
expiration, however, no new options will be granted under this
plan.
On
November 15, 2000, the Company adopted, and subsequently amended on December
20,
2000, the Central Valley Community Bancorp 2000 Stock Option Plan for which
912,864 shares remain reserved for issuance for options already granted to
employees and directors under incentive and nonstatutory agreements and 1,386
remain reserved for future grants. The plan requires that the option
price may not be less than the fair market value of the stock at the date the
option is granted, and that the option price must be paid in full at the time
it
is exercised. The options under the plan expire on dates determined
by the Board of Directors, but not later than ten years from the date of
grant. The vesting period is determined by the Board of Directors and
is generally over five years.
In
March
2005, the Company adopted the Central Valley Community Bancorp 2005 Omnibus
Incentive Plan. The plan provides for awards in the form of incentive
stock options, non-statutory stock options, stock appreciation rights, and
restricted stock. The plan also allows for performance awards that
may be in the form of cash or shares of the Company, including restricted
stock. The maximum number of shares that can be issued with respect
to all awards under the plan is 476,000. The plan requires that the
exercise price may not be less than 100% of the fair market value of the stock
at the date the option is granted, and that the option price must be paid in
full at the time it is exercised. The options and awards under the
plan expire on dates determined by the Board of Directors, but not later than
10
years from the date of grant. The vesting period for the options and
option related stock appreciation rights is determined by the Board of Directors
and is generally over five years. There are no grants under this
plan.
7
Stock
Option Compensation
There
were 78,900 options granted in 2007 and 15,000 were granted in
2006. For the six month periods ended June 30, 2007 and 2006, the
compensation cost recognized for stock option compensation was $96,000 and
$84,000, respectively. For the quarter ended June 30, 2007 and 2006,
compensation cost recognized was $59,000 and $15,000,
respectively. The recognized tax benefit for stock option
compensation expense was $165,000 and $277,000, for the six month periods ended
June 30, 2007 and 2006, respectively. For the three month periods
ended June 30, 2007 and 2006, recognized tax benefits were $131,000 and $242000,
respectively. As of June 30, 2007, there was $726,000 of total
unrecognized compensation cost related to non-vested share-based compensation
arrangements granted under the 1992 Plan and 2000 Plan. The cost is
expected to be recognized over a weighted average period of 4
years.
The
Company bases the fair value of the options granted on the date of grant using
a
Black-Scholes option pricing model that uses assumptions based on expected
option life and the level of estimated forfeitures, expected stock volatility,
risk free interest rate, and dividend yield. The “simplified” method
described in SEC Staff Accounting Bulletin No. 107 was used to determine the
expected term of the Company’s options in 2007 and 2006. Stock
volatility is based on the historical volatility of the Company’s
stock. The risk-free rate is based on the U. S. Treasury yield curve
for the periods within the contractual life of the options in effect at the
time
of grant. The weighted average grant date fair value per share for
the 78,900 options granted for the six months ended June 30, 2007 was
$5.75.
Stock
Option Activity
A
summary
of the combined activity of the plans follows:
Six
Months ended June 30, 2007
|
||||||||||||||||
Weighted
|
||||||||||||||||
Weighted
|
Average
|
Average
|
||||||||||||||
Average
|
Remaining
|
Intrinsic
|
||||||||||||||
Exercise
|
Contractual
|
Value
|
||||||||||||||
Shares
|
Price
|
Term
|
(In thousands)
|
|||||||||||||
Options
outstanding, beginning of period
|
899,834
|
$ |
6.45
|
$ |
7,563
|
|||||||||||
Options
granted
|
78,900
|
14.69
|
||||||||||||||
Options
exercised
|
(59,030 | ) | $ |
4.62
|
||||||||||||
Options
canceled
|
(6,840 | ) | $ |
13.07
|
||||||||||||
Options
outstanding, end of period
|
912,864
|
$ |
7.24
|
5.05
|
$ |
7,094
|
||||||||||
Options
vested or expected to vest at June 30, 2007
|
876,787
|
$ |
7.04
|
7.17
|
$ |
6,977
|
||||||||||
Options
exercisable, end of period
|
697,784
|
$ |
5.22
|
3.95
|
$ |
6,822
|
The
total
intrinsic value of options exercised in the six months ended June 30, 2007
and
2006, was $403,000 and $928,000, respectively.
Note
3. Earnings per share
Basic
earnings per share (EPS), which excludes dilution, is computed by dividing
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted EPS reflects the potential
dilution that could occur if securities or other contracts to issue common
stock, such as stock options, stock appreciation rights settled in stock or
restricted stock awards, result in the issuance of common stock which shares
in
the earnings of the Company. There was no difference in the net income used
in
the calculation of basic earnings per share and diluted earnings per
share.
8
A
reconciliation of the numerators and denominators of the basic and diluted
EPS
computations is as follows:
Basic
Earnings Per Share
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
In
thousands (except share and per share amounts)
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Net
income
|
$ |
1,619
|
$ |
1,669
|
$ |
3,071
|
$ |
3,099
|
||||||||
Weighted
average shares outstanding
|
5,990,140
|
5,957,940
|
6,007,534
|
5,935,453
|
||||||||||||
Net
income per share
|
$ |
0.27
|
$ |
0.28
|
$ |
0.51
|
$ |
0.52
|
Diluted
Earnings Per Share
|
Three
Months Ended
|
Six
Months Ended
|
||||||||||||||
June
30,
|
June
30,
|
|||||||||||||||
In
thousands (except share and per share amounts)
|
2007
|
2006
|
2007
|
2006
|
||||||||||||
Net
income
|
$ |
1,619
|
$ |
1,669
|
$ |
3,071
|
$ |
3,099
|
||||||||
Weighted
average shares outstanding
|
5,990,140
|
5,957,940
|
6,007,534
|
5,935,453
|
||||||||||||
Effect
of dilutive stock options
|
401,452
|
511,997
|
412,332
|
521,005
|
||||||||||||
Weighted
average shares of common stock and common stock
equivalents
|
6,391,592
|
6,469,937
|
6,419,866
|
6,456,458
|
||||||||||||
Net
income per diluted share
|
$ |
0.25
|
$ |
0.26
|
$ |
0.48
|
$ |
0.48
|
Note
4. Comprehensive Income
Total
comprehensive income is comprised of net earnings and net unrealized gains
and
losses on available-for-sale securities, which is the Company’s only source of
other comprehensive income. Total comprehensive income for the
three-month periods ended June 30, 2007 and 2006 was $1,062,000 and $978,000
and
was $2,675,000 and $2,235,000 for the six month periods ended June 30, 2007
and
2006, respectively.
Note
5. Commitments and Contingencies
In
the
normal course of business, the Company is a party to financial instruments
with
off-balance sheet risk. These financial instruments include commitments to
extend credit and standby letters of credit. These instruments
involve, to varying degrees, elements of credit and interest rate risk in excess
of the amount recognized in the balance sheets. The contract or notional amounts
of these instruments reflect the extent of involvement the Company has in
particular classes of financial instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for
loans.
Commitments
to extend credit amounting to $141,476,000 and $133,937,000 were outstanding
at
June 30, 2007 and December 31, 2006, respectively. Commitments to extend credit
are agreements to lend to a customer as long as there is no violation of any
condition established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a
fee.
Undisbursed
lines of credit amounting to $72,344,000 and $71,040,000 were outstanding at
June 30, 2007 and December 31, 2006, respectively. Undisbursed lines of credit
are revolving lines of credit whereby customers can repay principal and advance
principal during the term of the loan at their discretion and most expire
between one and twelve months.
The
Company has undisbursed portions of construction loans totaling $17,938,000
and
$24,850,000 as of June 30, 2007 and December 31, 2006, respectively. These
commitments are agreements to lend to a customer, subject to meeting certain
construction progress requirements. The underlying construction loans have
fixed
expiration dates.
Standby
letters of credit and financial guarantees amounting to $1,137,000 and $612,000
were outstanding at June 30, 2007 and December 31, 2006, respectively. Standby
letters of credit and financial guarantees are conditional commitments issued
by
the Company to guarantee the performance of a customer to a third party. Those
guarantees are primarily issued to support private borrowing arrangements.
Most
guarantees carry a one year term or less. The fair value of the liability
related to these standby letters of credit, which represents the fees received
for issuing the guarantees, was not significant at June 30, 2007 and December
31, 2006. The Company recognizes these fees as revenue over the term
of the commitment or when the commitment is used.
9
The
Company generally requires collateral or other security to support financial
instruments with credit risk. Management does not anticipate any material loss
will result from the outstanding commitments to extend credit, standby letters
of credit and financial guarantees.
The
Company is subject to legal proceedings and claims which arise in the ordinary
course of business. In the opinion of management, the amount of
ultimate liability with respect to such actions will not materially affect
the
consolidated financial position or consolidated results of operations of the
Company.
Note
6. Income Taxes
Accounting
for Uncertainty in Income Taxes
In
June
2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
(FIN) No. 48 “Accounting for Uncertainty in Income Taxes– an interpretation of
FASB Statement 109”. FIN 48 establishes a single model to address accounting for
uncertain tax positions. FIN 48 clarifies the accounting for income taxes by
prescribing a minimum recognition threshold a tax position is required to meet
before being recognized in the financial statements. FIN 48 also provides
guidance on derecognition, measurement classification, interest and penalties,
accounting in interim periods, disclosure and transition. The Company has
adopted FIN 48 as of January 1, 2007. The provisions of FIN 48 have been
applied to all tax positions of the Company as of January 1,
2007. There was no cumulative effect of applying the provisions of
FIN 48 and there was no significant effect on the Company’s provision for income
taxes for the six months ended June 30, 2007.
The
Company recognizes accrued interest and penalties related to unrecognized tax
benefits as a component of tax expense in the consolidated statements of
income. There have been no significant changes to unrecognized
tax benefits or accrued interest and penalties for the six months or the quarter
ended June 30, 2007.
Note
7. Recent Accounting Developments
Fair
Value Option for Financial Assets and Financial Liabilities
In
February 2007, the FASB issued Statement No. 159 (SFAS 159), The Fair Value
Option for Financial Assets and Financial Liabilities – Including an Amendment
of FASB Statement No. 115. This standard permits an entity to
choose to measure many financial instruments and certain other items at fair
value at specified election dates. The entity will report unrealized
gains and losses on items for which the fair value option has been elected
in
earnings at each subsequent reporting date. The fair value option:
(a) may be applied instrument by instrument, with a few exceptions, such as
investments otherwise accounted for by the equity method; (b) is irrevocable
(unless a new election date occurs); and (c) is applied only to entire
instruments and not to portions of instruments. The provisions of
SFAS 159 are effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007, with early adoption permissible, subject to
certain criteria. Management did not elect to early adopt SFAS 159
and does not expect SFAS 159 to have a material impact.
Accounting
for Deferred Compensation and Postretirement Benefit Aspects of Collateral
Assignment Split-Dollar Life Insurance Arrangements
In
March 2007, the Emerging Issues Task Force (EITF) reached a final consensus
on Issue No. 06-10 (EITF 06-10), Accounting for Deferred Compensation
and Postretirement Benefit Aspects of Collateral Assignment Split-Dollar Life
Insurance Arrangements. EITF 06-10 requires employers to
recognize a liability for the post-retirement benefit related to collateral
assignment split-dollar life insurance arrangements in accordance with SFAS
No. 106 or APB Opinion No. 12. EITF 06-10 also requires employers to
recognize and measure an asset based on the nature and substance of the
collateral assignment split-dollar life insurance arrangement. The
provisions of EITF 06-10 are effective for the Company on January 1, 2008,
with earlier application permitted, and are to be applied as a change in
accounting principle either through a cumulative-effect adjustment to retained
earnings or other components of equity or net assets in the statement of
financial position as of the beginning of the year of adoption; or as a change
in accounting principle through retrospective application to all prior periods.
The Company does not expect adoption of EITF 06-10 to have a significant impact
on its consolidated financial statements, results of operations or
liquidity.
Note
8. Stock Repurchase
On
October 18, 2006, the Board of Directors of the Company approved the adoption
of
a program to effect repurchases of the Company’s common stock. The
program allowed for repurchase of up to approximately $1,000,000 of the
Company’s outstanding shares of common stock under the program for a period
beginning on October 23, 2006 and ending June 30, 2007.
10
On
April
18, 2007, the Board of Directors approved an additional stock repurchase of
up
to approximately $2,000,000 of the Company’s outstanding shares of common stock
for a period beginning on April 18, 2007 and ending October 18,
2007.
As
of
June 30, 2007, the Company had repurchased 164,100 shares in open market
transactions through brokers, at an average price of $14.98 for a total cost
of
$2,461,000.
Note
9. Subsequent Event
On
July
19, 2007, the Company’s Board of Directors declared a $0.10 per share cash
dividend for shareholders of record as of August 8, 2007, payable on August
24,
2007.
ITEM
2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Certain
matters discussed in this report constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements contained herein that are not historical facts,
such as statements regarding the Company’s current business strategy and the
Company’s plans for future development and operations, are based upon current
expectations. These statements are forward-looking in nature and involve a
number of risks and uncertainties. Such risks and uncertainties
include, but are not limited to (1) significant increases in competitive
pressure in the banking industry; (2) the impact of changes in interest rates,
a
decline in economic conditions at the international, national or local level
on
the Company’s results of operations, the Company’s ability to continue its
internal growth at historical rates, the Company’s ability to maintain its net
interest margin, and the quality of the Company’s earning assets; (3) changes in
the regulatory environment; (4) fluctuations in the real estate market; (5)
changes in business conditions and inflation; (6) changes in securities markets;
and (7) risks associated with acquisitions, relating to difficulty in
integrating combined operations and related negative impact on earnings, and
incurrence of substantial expenses. Therefore, the information set
forth in such forward-looking statements should be carefully considered when
evaluating the business prospects of the Company.
When
the Company uses in this Quarterly Report on Form 10-Q the words "anticipate,"
"estimate," "expect," "project," "intend," "commit," "believe" and similar
expressions, the Company intends to identify forward-looking
statements. Such statements are not guarantees of performance and are
subject to certain risks, uncertainties and assumptions, including those
described in this Quarterly Report on Form 10-Q. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially from those anticipated,
estimated, expected, projected, intended, committed or believed. The
future results and shareholder values of the Company may differ materially
from
those expressed in these forward-looking statements. Many of the
factors that will determine these results and values are beyond the Company's
ability to control or predict. For those statements, the Company claims the
protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
On
January 1, 2007, the Company adopted Financial Accounting Standards
Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes. FIN 48 clarifies the accounting for uncertainty in
income taxes recognized in an enterprise’s financial statements in accordance
with FASB Statement No. 109, Accounting for Income
Taxes. FIN 48 prescribes a recognition threshold and measurement
attributable for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. FIN 48 also
provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosures and transitions. See Note
6 to the unaudited condensed consolidated financial statements for further
information related to implementation of FIN 48.
There
have been no other changes to the Company’s critical accounting policies from
those discussed in the Company’s 2006 Annual Report to Shareholders’ on Form
10-K.
This
discussion should be read in conjunction with our unaudited condensed
consolidated financial statements, including the notes thereto, appearing
elsewhere in this report.
OVERVIEW
Second
Quarter 2007
In
the
second quarter of 2007, our consolidated net income was $1,619,000 compared
to
net income of $1,669,000 for the same period in 2006. Diluted EPS was
$0.25 for the second quarter 2007 compared to $0.26 for the second quarter
2006. The slight decrease in net income was the result of an increase
in average total loans of 10.2% offset by the increase in average total interest
bearing deposits of 4.5% along with increasing rates on interest bearing
deposits outpacing the increases on earning assets resulting in a decrease
in
net interest margin of 15 basis points for the second quarter of 2007 compared
to the same period in 2006.
11
Annualized
return on average equity for the second quarter of 2006 was 12.67% compared
to
15.18% for the same period in 2006. Total average equity was
$51,079,000 for the second quarter 2007 compared to $43,968,000 for the second
quarter 2006. Equity increased primarily as a result of the net
income included in retained earnings and proceeds from exercise of stock options
offset by the repurchase of shares of the Company’s common stock.
First
Six Months of 2007
For
the
six months ended June 30, 2007, the Company’s consolidated net income was
$3,071,000 compared to $3,099,000 for same period in 2006. Diluted
EPS was $0.48 for both periods.
Annualized
return on average equity for the six months ended June 30, 2007 was 12.11%
compared to 13.64% for the same period in 2006. Annualized return on
average assets for the six months ended June 30, 2007 was 1.29% compared to
1.33% for the same period in 2006. Total average equity was
$50,695,000 for the six months ended June 30, 2007 compared to $43,327,000
for
the same period in 2006. Equity increased primarily as a result of
the net income and proceeds from exercise of stock options offset by the
repurchase of shares of the Company’s common stock.
In
comparing the first half of 2007 to the first half of 2006, total loans
continued to increase. Average total loans increased $26,249,000 or
8.8% in the first six months of 2007 compared to the six months ended June
30,
2006 while average interest bearing liabilities were fairly consistent over
the
same period. While yields increased on earning assets, the rates paid on
interest bearing liabilities increased at a faster rate. As a result net
interest margin declined slightly by 11 basis points from June 30, 2006 to
June
30, 2007. Asset quality continues to be strong. The Bank
had three non-accrual loans totaling $86,000 at June 30, 2007, compared to
one
loan at June 30, 2006 of $29,000, and had no other real estate owned at June
30,
2007 or 2006.
Central
Valley Community Bancorp (Company)
We
are a
central California-based bank holding company for a one-bank subsidiary, Central
Valley Community Bank (Bank). We provide traditional commercial
banking services to small and medium-sized businesses and individuals in the
communities along the Highway 99 corridor in the Fresno and Madera Counties
of
central California. Additionally, we have a private banking office in
Sacramento County and a loan production office in Stanislaus
County. As a bank holding company, the Company is subject to
supervision, examination and regulation by the Federal Reserve
Bank.
At
June
30, 2007, we had total loans of $339,365,000, total assets of $489,516,000,
total deposits of $421,907,000, and shareholders’ equity of
$50,921,000.
Central
Valley Community Bank (Bank)
The
Bank
commenced operations in January 1980 as a state-chartered bank. As a
state-chartered bank, the Bank is subject to primary supervision, examination
and regulation by the Department of Financial Institutions. The
Bank’s deposits are insured by the Federal Deposit Insurance Corporation up to
the applicable limits thereof, and the Bank is subject to supervision,
examination and regulations of the FDIC.
The
Bank
operates 12 branches which serve the communities of Fresno, Clovis, Kerman,
Prather, Oakhurst, Madera, and Sacramento; and a loan production office which
serves the Modesto community. Additionally the Bank operates Real
Estate, Agribusiness and SBA departments that originate loans in
California. According to the June 30, 2006 FDIC data, the Bank’s
seven branches in Fresno County (Clovis, Fresno, Kerman, and Prather) had a
3.9%
combined deposit market share of all depositories including credit unions,
thrifts, and savings banks.
The
Bank
anticipates additional branch openings in the future to meet the growing service
needs of its customers. The branch expansions provide the Company
with opportunities to expand its loan and deposit base. During 2006
we opened three new branch offices and in 2007 opened a new loan production
office. Management expects that new offices will initially have a
negative impact on earnings until the volume of business grows to cover fixed
overhead expenses.
Key
Factors in Evaluating Financial Condition and Operating
Performance
As
a
publicly traded community bank holding company, we focus on several key factors
including:
|
•
|
Return
to our stockholders;
|
12
|
•
|
Return
on average assets;
|
|
•
|
Return
on average assets;
|
|
•
|
Asset
quality;
|
|
•
|
Asset
growth; and
|
|
•
|
Operating
efficiency.
|
Return
to Our Stockholders
Our
return to our stockholders is measured in the form of return on average equity
(ROE). Our annualized ROE was 12.11% for the six months ended June
30, 2007 compared to 15.17% for the year ended December 31, 2006 and 13.64%
for
the six months ended June 30, 2006. Our net income for the six months
ended June 30, 2007 decreased $28,000 or 0.9% to $3,071,000 compared to
$3,099,000 for the six months ended June 30, 2006. Net income
remained relatively flat due to increases in net interest income, non-interest
income, and a decrease in the provision for credit losses, offset by an increase
in non-interest expenses. Diluted EPS was $0.48 for both of the six
months ended June 30, 2007 and 2006.
Return
on Average Assets
Our
return on average assets (ROA) is a measure we use to compare our performance
with other banks and bank holding companies. Our annualized ROA for
the six months ended June 30, 2007 was 1.29% compared to 1.47% for the year
ended December 31, 2006 and 1.33% for the six months ended June 30,
2006. The decrease in ROA compared to December 2006 is due to the
decrease in net income relative to our increase in average
assets. Average assets for the six months ended June 30, 2007 were
$477,140,000 compared to $470,221,000 for the year ended December 31,
2006. ROA for our peer group was 1.24% at March 31,
2007. Peer group from SNL Financial data includes holding companies
in central California with assets from $300 million to $1 billion.
Development
of Core Earnings
Over
the
past several years, we have focused on not only improving net income, but
improving the consistency of our revenue streams in order to create more
predictable future earnings and reduce the effect of changes in our operating
environment on our net income. Specifically, we have focused on net
interest income through a variety of processes, including increases in average
interest earning assets as a result of loan generation and retention, and
minimizing the effects of the recent inverted interest rate yield curve on
our
net interest margin by focusing on core deposits and managing the cost of
funds. The Company’s net interest margin (fully tax equivalent basis)
was 5.68% for the first half of 2007, compared to 5.79% for the same period
in
2006. The decrease in net interest margin is principally due to an
increase in the Company’s cost of funds which was not fully offset by the
increase in yields on earning assets. In comparing the two periods,
the effective yield on total earning assets increased 38 basis points while
the
cost of total interest bearing liabilities increased 81 basis points and the
cost of total deposits increased 56 basis points. The Company’s total
cost of deposits for the six months ended June 30, 2007 was 1.86% compared
to
1.30% for the same period in 2006. The Company has less exposure than
many of its competitors to such interest expense increases, as 32.5% of its
average deposits are non-interest bearing. Net interest income for
the first half of 2007 was $12,098,000 compared to $12,010,000 for the same
period in 2006.
Our
non-interest income is generally made up of service charges and fees on deposit
accounts, fee income from loan placements and other services, and gains from
sales of investment securities. Non-interest income for the first six
months of 2007 increased $72,000 or 3.3% to $2,275,000 compared to $2,203,000
for the six months ended June 30, 2006 mainly due to increases in service charge
income and other income, partially offset by decreases in loan placement fees
and gains from sales of investment securities. Further detail of
non-interest income is provided below.
Asset
Quality
For
all
banks and bank holding companies, asset quality has a significant impact on
the
overall financial condition and results of operations. Asset quality
is measured in terms of percentage of total loans and total assets, and is
a key
element in estimating the future earnings of a company. The Company
had three non-performing loans totaling $86,000 as of June 30, 2007, none at
December 31, 2006, and one non-performing loan of $29,000 as of June 30,
2006. Management maintains certain loans that have been brought
current by the borrower (less than 30 days delinquent) on non-accrual status
until such time as management has determined that the loans are likely to remain
current in future periods. The Company did not have any other real
estate owned at June 30, 2007, December 31, 2006, or June 30, 2006.
Asset
Growth
As
revenues from both net interest income and non-interest income are a function
of
asset size, the continued growth in assets has a direct impact in increasing
net
income and therefore ROE and ROA. The majority of our assets are
loans and investment securities, and the majority of our liabilities are
deposits, and therefore the ability to generate deposits as a funding source
for
loans and investments is fundamental to our asset growth.
13
The
influence of our agricultural portfolio, particularly for raisins and nuts,
is
reflected in the differences in loan and deposit volumes from December 31,
2006
to June 30, 2007. Generally, agricultural processors sell the crops
harvested in the fourth quarter of each year and hold the funds to be disbursed
to the farmers until the first quarter of the following year creating a
temporary increase in deposits. In the first quarter of each year,
the farmers then pay down their agricultural loans with their crop
proceeds. This trend is reflected in the first half of 2007 total
assets, loan and deposit numbers. Total assets decreased 2.1% during
the first six months of 2007 from $500,059,000 as of December 31, 2006 to
$489,516,000 as of June 30, 2007. Total gross loans increased 5.2% to
$339,365,000 as of June 30, 2007 compared to $322,662,000 as of December 31,
2006. Total deposits decreased 4.2% to $421,907,000 as of June 30,
2007 compared to $440,627,000 as of December 31, 2006. We continue to
under perform in our loan to deposit ratio compared to our peers. Our
loan to deposit ratio at June 30, 2007 increased to 80.4% compared to 73.2%
at
December 31, 2006. The loan to deposit ratio of our peers was 89.2%
at March 31, 2007. Further discussion of loans and deposits is
below.
Operating
Efficiency
Operating
efficiency is the measure of how efficiently earnings before taxes are generated
as a percentage of revenue. The Company’s efficiency ratio (operating
expenses, excluding amortization of intangibles, divided by net interest income
plus non-interest income, excluding gains from sales of securities) was 65.3%
for the first six months of 2007 compared to 61.9% for the six months ended
June
30, 2006. The deterioration in the efficiency ratio is due to the
increase in operating expenses exceeding the increase in revenues, primarily
due
to the opening of three new branches during 2006. The Company’s net
interest income before provision for credit losses plus non-interest income
increased 1.1% to $14,373,000 for the six months ended June 30, 2007 compared
to
$14,213,000 for the same period in 2006, while operating expenses increased
7.0%
to $9,461,000 from $8,843,000 for the same period in 2006.
RESULTS
OF OPERATIONS
Net
Income for the First Six Months of 2007 Compared to the Six months ended June
30, 2006:
Net
income decreased to $3,071,000 for the six months ended June 30, 2007 compared
to $3,099,000 for the six months ended June 30, 2006. Basic earnings
per share were $0.51 and $0.52 for the six months ended June 30, 2007 and 2006,
respectively. Diluted earnings per share were $0.48 for the six
months ended June 30, 2007 and 2006. Annualized ROE was 12.11% for
the six months ended June 30, 2007 compared to 13.64% for the six months ended
June 30, 2006. Annualized ROA for the six months ended June 30, 2007 was 1.29%
compared to 1.33% for the six months ended June 30, 2006.
Net
income and profitability for the six months ended June 30, 2007 compared to
the
same period in the prior year remained relatively unchanged due mainly to the
increases in net interest income and non-interest income, offset by increases
in
non-interest expenses. Net interest income after provision for credit
losses increased due to a decrease in the provision for credit losses, an
increase in average interest earning assets provided by our organic growth,
and
our ability to attract non-interest bearing deposits offset by an increase
in
the level of and rates paid on interest bearing
liabilities. Non-interest expenses increased primarily due to
salaries and benefits and occupancy and equipment expenses. Further
discussion of salary and occupancy expenses is below.
Interest
Income and Expense
Net
interest income is the most significant component of our income from
operations. Net interest income (the “interest rate spread”) is the
difference between the gross interest and fees earned on the loan and investment
portfolio and the interest paid on deposits and other borrowings. Net
interest income depends on the volume of and interest rate earned on interest
earning assets and the volume of and interest rate paid on interest bearing
liabilities.
The
following table sets forth a summary of average balances with corresponding
interest income and interest expense as well as average yield and cost
information for the periods presented. Average balances are derived
from daily balances, and non-accrual loans are not included as interest earning
assets for purposes of this table.
14
CENTRAL
VALLEY COMMUNITY BANCORP
SCHEDULE
OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES)
(Unaudited)
FOR
THE SIX MONTHS ENDED
JUNE
30, 2007
|
FOR
THE SIX MONTHS ENDED
JUNE
30, 2006
|
|||||||||||||||||||||||
|
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Average
|
Interest
|
Yield/
|
Average
|
Interest
|
Yield/
|
|||||||||||||||||||
(Dollars
in thousands)
|
Balance
|
|
Rate
|
Balance
|
|
Rate
|
||||||||||||||||||
ASSETS
|
|
|
||||||||||||||||||||||
Interest-earning
deposits in other banks
|
$ |
239
|
$ |
4
|
3.35 | % | $ |
880
|
$ |
16
|
3.64 | % | ||||||||||||
Securities
|
||||||||||||||||||||||||
Taxable
securities
|
72,730
|
1,766
|
4.86 | % |
76,937
|
1,542
|
4.01 | % | ||||||||||||||||
Non-taxable
securities (1)
|
24,479
|
682
|
5.57 | % |
28,831
|
858
|
5.95 | % | ||||||||||||||||
Total
investment securities
|
97,209
|
2,448
|
5.04 | % |
105,768
|
2,400
|
4.54 | % | ||||||||||||||||
Federal
funds sold
|
11,475
|
299
|
5.21 | % |
19,112
|
435
|
4.55 | % | ||||||||||||||||
Total
|
108,923
|
2,751
|
5.05 | % |
125,760
|
2,851
|
4.53 | % | ||||||||||||||||
Loans
(2) (3)
|
325,466
|
13,578
|
8.34 | % |
298,887
|
12,315
|
8.24 | % | ||||||||||||||||
Federal
Home Loan Bank stock
|
1,931
|
51
|
5.28 | % |
1,726
|
40
|
4.63 | % | ||||||||||||||||
Total
interest-earning assets
|
436,320
|
16,380
|
7.51 | % |
426,373
|
15,206
|
7.13 | % | ||||||||||||||||
Allowance
for credit losses
|
(3,756 | ) | (3,363 | ) | ||||||||||||||||||||
Non-accrual
loans
|
75
|
405
|
||||||||||||||||||||||
Cash
and due from banks
|
17,038
|
17,269
|
||||||||||||||||||||||
Bank
premises and equipment
|
5,555
|
3,044
|
||||||||||||||||||||||
Other
non-earning assets
|
21,908
|
20,938
|
||||||||||||||||||||||
Total
average assets
|
$ |
477,140
|
$ |
464,666
|
||||||||||||||||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
Savings
and NOW accounts
|
$ |
74,664
|
261
|
0.70 | % | $ |
82,288
|
77
|
0.19 | % | ||||||||||||||
Money
market accounts
|
99,416
|
1,307
|
2.63 | % |
102,654
|
1,021
|
1.99 | % | ||||||||||||||||
Time
certificates of deposit, under $100,000
|
50,787
|
953
|
3.75 | % |
47,973
|
664
|
2.77 | % | ||||||||||||||||
Time
certificates of deposit, $100,000 and over
|
57,222
|
1,365
|
4.77 | % |
46,555
|
906
|
3.89 | % | ||||||||||||||||
Total
interest-bearing deposits
|
282,089
|
3,886
|
2.76 | % |
279,470
|
2,668
|
1.91 | % | ||||||||||||||||
Other
borrowed funds
|
3,867
|
113
|
5.84 | % |
7,728
|
196
|
5.07 | % | ||||||||||||||||
Total
interest-bearing liabilities
|
285,956
|
3,999
|
2.80 | % |
287,198
|
2,864
|
1.99 | % | ||||||||||||||||
Non-interest
bearing demand deposits
|
135,589
|
130,872
|
||||||||||||||||||||||
Other
liabilities
|
4,900
|
3,269
|
||||||||||||||||||||||
Shareholders'
equity
|
50,695
|
43,327
|
||||||||||||||||||||||
Total
average liabilities and shareholders' equity
|
$ |
477,140
|
$ |
464,666
|
||||||||||||||||||||
Interest
income and rate
|
||||||||||||||||||||||||
earned
on average earning assets
|
16,380
|
7.51 | % |
15,206
|
7.13 | % | ||||||||||||||||||
Interest
expense and interest cost related to
|
||||||||||||||||||||||||
average
interest-bearing liabilities
|
3,999
|
2.80 | % |
2,864
|
1.99 | % | ||||||||||||||||||
Net
interest income and net interest margin (4)
|
$ |
12,381
|
5.68 | % | $ |
12,342
|
5.79 | % |
(1)
|
Calculated
on a fully tax
equivalent basis, which includes Federal tax benefits relating to
income
earned on municipal bonds totaling $232 and $292 in 2007 and 2006,
respectively.
|
(2)
|
Loan
interest income
includes loan fees of $394 in 2007 and $447 in
2006.
|
(3)
|
Average
loans do not include
non-accrual loans.
|
(4)
|
Net
interest margin is
computed by dividing net interest income by total average interest-earning
assets.
|
15
Interest
and fee income from loans increased 10.3% in the first six months of 2007
compared to the same period in 2006. The Company’s continued focus on
building relationships has resulted in an increase in loan volume which was
the
main reason for the $1,263,000 increase. Average total loans for the
first six months of 2007 increased 8.8% to $325,541,000 compared to $299,292,000
for the same period in 2006. Competition for loans is strong in the
Central Valley of California. We have seen an increase in the number
of regional and community banks opening branches and loan
centers. This competition is often reflected in aggressive loan
pricing. We are committed to providing our customers with the best
price; however we are also committed to increasing our value to
shareholders. We believe we were able to meet the challenge and
reported an increase in the yield on loans of 10 basis points for the first
six
months of 2007 to 8.34% compared to 8.24% for the same period in
2006.
Interest
income from total investments (total investments include investment securities,
Federal funds sold, interest bearing deposits with other banks, and other
securities) decreased $40,000 in the first six months of 2007 compared to the
same period in 2006, mainly due to the 13.4% decrease in average balances of
total investment partially offset by the increased yields. Income
from investments represents 20.8% of net interest income for the six months
ended June 30, 2007.
In
the
first half of 2007, we sold certain municipal securities in order to provide
liquidity for our loan growth. The result of the approximate
$5,655,000 liquidation was a net realized gain on sale of investments of
$44,000.
In
an
effort to increase yields, without accepting unreasonable risk, a significant
portion of the investment portfolio is in high quality mortgage-backed
securities (MBS) and collateralized mortgage obligations (CMOs). At
June 30, 2007, we held $36,160,000 or 40.4 % of the total market value of the
investment portfolio in MBS and CMOs with an average yield of
5.6%. We understand the interest rate risks and prepayment risks
associated with MBS and CMOs. In a declining interest rate
environment, prepayments from MBS and CMOs could be expected to increase and
the
expected life of the investment could be expected to
shorten. Conversely, if interest rates increase, prepayments could be
expected to decline and the average life of the MBS and CMOs could be expected
to extend. Additionally, changes in interest rates are reflected in
the market value of the investment portfolio. During declining
interest rates, the investment portfolio could be expected to have market value
gains and in increasing rate environments, the market value could be expected
to
be negative. The change in market value, net of tax-effect, of the
available-for-sale investment portfolio is also reflected in the Company’s
equity. At June 30, 2007, the average life of the investment
portfolio was 3.9 years and the market value reflected a pre-tax unrealized
loss
of $855,000. The Company reviewed its holdings in MBS and CMOs
recently and none are invested in sub prime mortgage instruments.
A
component of the Company’s strategic plan has been to use its investment
portfolio to offset, in part, its interest rate risk relating to variable rate
loans. At June 30, 2007, an immediate rate increase of 200 basis
points would result in an estimated decrease in the market value of the
investment portfolio by approximately $5,333,000. Conversely, with an
immediate rate decrease of 200 basis points, the estimated increase in the
market value of the investment portfolio is $5,378,000. The modeling
environment assumes management would take no action during an immediate shock
of
200 basis points. The likelihood of immediate changes of 200 basis
points is contrary to expectation, as evidenced by the changes in interest
rates
during the past 2 years which were in 25 basis point
increments. However, the Company uses those increments to measure its
interest rate risk in accordance with regulatory requirements and to measure
the
possible future risk in the investment portfolio. For further
discussion of the Company’s market risk, refer to Item 3 - Quantitative and
Qualitative Disclosures about Market Risk.
Management’s
review of all investments before purchase includes an analysis of how the
security will perform under several interest rate scenarios to monitor whether
investments are consistent with our investment policy. The policy
addresses issues of average life, duration, and concentration guidelines,
prohibited investments, impairment, and prohibited practices.
Total
interest income for the first six months of 2007 increased $1,223,000, to
$16,097,000 compared to $14,874,000 for the six months ended June 30,
2006. The increase was due to the 2.3% increase in the average
balance of interest earning assets, combined with the 38 basis point increase
in
the yield on those assets. Average interest earning assets increased
to $436,320,000 for the six months ended June 30, 2007 compared to $426,373,000
for the six months ended June 30, 2006. The yield on interest earning
assets increased to 7.51% for the six months ended June 30, 2007 compared to
7.13% for the six months ended June 30, 2006. The $9,947,000 increase
in average earning assets can be attributed to our own organic growth in loans
funded by Fed funds and by a decrease in the level of sales and maturities
from
the investment portfolio.
Interest
expense on deposits for the six months ended June 30, 2007 increased $1,218,000
or 45.7% to $3,886,000 compared to $2,668,000 for the six months ended June
30,
2006. This increase was due to an 85 basis point increase in deposit
rates due to the repricing of deposits in the higher current interest rate
environment, coupled with a $2,619,000 increase in the volume of average
interest bearing deposits. Average interest-bearing deposits were
$282,089,000 for the six months ended June 30, 2007 compared to $279,470,000
for
the same period ended June 30, 2006. The 0.9% increase was the result
of organic growth in our market areas.
Average
other borrowed funds decreased to $3,867,000 with an effective rate of 5.84%
for
the six months ended June 30, 2007 compared to $7,728,000 with an effective
rate
of 5.07% for the six months ended June 30, 2006. Included in other
borrowings are advances from the Federal Home Loan Bank (FHLB) and a loan from
a
major bank, primarily to provide additional capital for the Bank in conjunction
with the merger of Bank of Madera County in 2005. This bank loan
matures in 2007, is indexed to prime rate or to the three-month LIBOR and
reprices quarterly. The FHLB advances are fixed rate short-term
borrowings.
16
In
partial offset to the increase in the cost of interest bearing deposits and
other borrowings, the increase in non-interest bearing demand deposits has
contributed to keeping the Company’s cost of funds low. The cost of
total deposits was 1.86% for the first half of 2007 compared to 1.30% for the
same period in 2006. Average demand deposits increased 3.6% to
$135,589,000 for the six months ended June 30, 2007 from $130,872,000 for the
six months ended June 30, 2006. The cost of all of our interest
bearing liabilities increased 81 basis points to 2.80% for the six months ended
June 30, 2007 compared to 1.99% for the six months ended June 30,
2006. Average transaction accounts (including interest bearing
checking, money market accounts and non interest bearing demand deposits)
decreased 0.8% to $288,574,000 for the six months ended June 30, 2007 compared
to $290,986,000 for the six months ended June 30, 2006.
Net
Interest Income before Provision for Credit Losses
Net
interest income before provision for credit losses for the six months ended
June
30, 2007 increased by $88,000 or 0.7% to $12,098,000 compared to $12,010,000
for
the six months ended June 30, 2006. This increase was primarily due
to the11 basis point decline in the net interest margin offset by an increase
in
average interest earning assets. Average interest earning assets were
$436,320,000 for the six months ended June 30, 2007 with a net interest margin
of 5.68% compared to $426,373,000 with a net interest margin of 5.79% for the
six months ended June 30, 2006. For a discussion of the repricing of
our assets and liabilities, see “Item 3 – Quantitative and Qualitative
Disclosure about Market Risk.”
Provision
for Credit Losses
We
provide for possible credit losses by a charge to operating income based upon
the composition of the loan portfolio, past delinquency levels, losses and
non-performing assets, economic and environmental conditions and other factors
which, in management’s judgment, deserve recognition in estimating credit
losses. Loans are charged off when they are considered uncollectible
or of such little value that continuance as an active earning bank asset is
not
warranted.
The
establishment of an adequate credit allowance is based on both an accurate
risk
rating system and loan portfolio management tools. The Board has
established initial responsibility for the accuracy of credit risk grades with
the individual credit officer. The grading is then submitted to the
Chief Credit Administrator (CCA), who reviews the grades for accuracy and makes
recommendations to Credit Review who gives final approval. The risk
grading and reserve allocations are analyzed annually by a third party credit
reviewer and by various regulatory agencies.
Quarterly,
the CCA sets the specific reserve for all adversely risk-graded
credits. This process includes the utilization of loan delinquency
reports, classified asset reports, and portfolio concentration reports to assist
in accurately assessing credit risk and establishing appropriate
reserves. Reserves are also allocated to credits that are not
adversely graded. Historical loss experience within the portfolio
along with peer bank loss experiences are used in determining the level of
the
reserves held.
The
allowance for credit losses is reviewed at least quarterly by the Board’s
Audit/Compliance Committee and by the Board of Directors. Reserves
are allocated to loan portfolio categories using percentages which are based
on
both historical risk elements such as delinquencies and losses and predictive
risk elements such as economic, competitive and environmental
factors. We have adopted the specific reserve approach to allocate
reserves to each adversely graded asset, as well as to each impaired asset
for
the purpose of estimating potential loss exposure. Although the
allowance for credit losses is allocated to various portfolio categories, it
is
general in nature and available for the loan portfolio in its
entirety. Additions may be required based on the results of
independent loan portfolio examinations, regulatory agency examinations, or
our
own internal review process. Additions are also required when, in
management’s judgment, the allowance does not properly reflect the portfolio’s
potential loss exposure.
The
allocation of the allowance for credit losses is set forth below:
17
Loan
Type (Dollars in Thousands)
|
June
30, 2007
Amount
|
Percent
of Loans
in
Each
Category
to
Total
Loans
|
December
31,
2006
Amount
|
Percent
of Loans
in
Each
Category
to
Total
Loans
|
||||||||||||
|
||||||||||||||||
Commercial
& Industrial
|
$ |
1,292
|
0.0 | % | $ |
1,656
|
24.2 | % | ||||||||
Real
Estate Secured
|
1,371
|
0.0 | % |
1,210
|
46.3 | % | ||||||||||
Real
Estate - construction, land development and other land
loans
|
285
|
0.0 | % |
294
|
15.0 | % | ||||||||||
Equity
Lines of Credit
|
182
|
0.0 | % |
171
|
6.8 | % | ||||||||||
Agricultural
Production
|
301
|
0.0 | % |
227
|
5.3 | % | ||||||||||
Consumer
& Installment
|
220
|
0.0 | % |
193
|
2.3 | % | ||||||||||
Other
|
20
|
0.0 | % |
1
|
0.1 | % | ||||||||||
Non-specific
reserve
|
72
|
57
|
||||||||||||||
$ |
3,743
|
$ |
3,809
|
|||||||||||||
Managing
credits identified through the risk evaluation methodology includes developing
a
business strategy with the customer to mitigate our potential
losses. Management continues to monitor these credits with a view to
identifying as early as possible when, and to what extent, additional provisions
may be necessary.
Additions
to the allowance for credit losses in the first six months of 2007 were $240,000
compared to $500,000 for the same period in 2006. The decrease in
2007 is due to our assessment of the required level and overall adequacy of
the
allowance for credit losses. During the six months ended June 30,
2007, the Company had net charge offs totaling $306,000 compared $414,000 for
the same period in 2006.
The
Company had three non-performing loans totaling $86,000 as of June 30, 2007,
none as of December 31, 2006, and $29,000 as of June 30,
2006. Non-performing loans as a percentage of loans were 0.03% at
June 30, 2007 compared to 0.01% at June 30, 2006. The Company did not
have any other real estate owned at June 30, 2007, December 31, 2006 or June
30,
2006.
The
net
charge off ratio, which reflects net charge-offs to average loans for the six
months ended June 30, 2007 was 0.09% compared to 0.14% for the same period
in
2006. The historical ratios for the past three years were a net
charge off ratio of 0.109% for 2006, 0.223% for 2005, and a net recovery ratio
of 0.139% for 2004.
Based
on
information currently available, management believes that the allowance for
credit losses is adequate to absorb estimated probable losses in the
portfolio. However, no assurance can be given that we may not sustain
charge-offs which are in excess of the allowance in any given
period. Refer to “Allowance for Credit Losses” below for further
information on the allowance for credit losses.
Non-Interest
Income
Non-interest
income is comprised of customer service charges, loan placement fees, gain
on
sales of investment securities, appreciation in cash surrender value of bank
owned life insurance, Federal Home Loan Bank stock dividends, and other
income. Non-interest income was $2,275,000 for the six months ended
June 30, 2007 compared to $2,203,000 for the same period ended June 30,
2006. The $72,000 increase in non-interest was primarily due to
increases in customer service charges and other income partially offset by
decreases in loan placement fees and the gain on sales of investment
securities.
Customer
service charges increased $152,000 to $1,357,000 for the first six months of
2007 compared to $1,205,000 for the same period in 2006, mainly due to an
increase in transaction account service charge income. These
increases are mainly due to an increase in the activity level as the average
number of transaction accounts has increased and the increase in fees generated
by the overdraft protection program.
We
earn
loan placement fees from the brokerage of single-family residential mortgage
loans which is mainly for the convenience of our customers. Loan
placement fees decreased $68,000 in the first six months of 2007 to $128,000
compared to $196,000 for the six months ended June 30, 2006. Normal
home sales due to “moving up” or relocating have decreased in Fresno and Madera
counties on a period over period basis, as has refinancing activity, which
is
the major component of our loan placement fees. Commissions paid for
personnel involved in generating loan placement fees are reflected as
commissions in salary expense.
Net
realized gains on sales of investment securities were $44,000 for the first
six
months of 2007 compared to $109,000 for the same period in 2006. In
the first half of 2007, we sold certain municipal securities in order to provide
liquidity for our loan growth. The result of the approximate
$5,655,000 liquidation was a net realized gain on sale of investments of
$44,000.
18
Appreciation
in cash surrender value of bank owned life insurance (BOLI) remained relatively
unchanged comparing the first half of 2007 with the same period in
2006. The average balance in this portfolio decreased comparing the
two periods while the yield increased. The Bank’s salary
continuation, deferred compensation plans and the related BOLI are used as
a
retention tool for directors and key executives of the Bank.
The
Bank
holds stock from the Federal Home Loan Bank in relationship with the borrowing
capacity and generally earns quarterly dividends. We currently hold
$1,971,000 in FHLB stock. Dividends in the first six months of 2007
increased $11,000 compared to the same period in 2006.
Other
income increased $52,000 for the first six months of 2007 compared to the same
period in 2006. The increase can be attributed primarily to an
increase in merchant fees from bankcards.
Non-Interest
Expenses
Salaries
and employee benefits, occupancy, professional services, and data processing
are
the major categories of non-interest expenses. Non-interest expenses
increased $618,000 to $9,461,000 for the six months ended June 30, 2007 compared
to $8,843,000 for the six months ended June 30, 2006.
The
Company’s efficiency ratio, measured as the percentage of non-interest expenses
(exclusive of amortization of core deposit intangible assets) to net interest
income before provision for credit losses plus non-interest income, was 65.3%
for the first six months of 2007 compared to 61.9% for the six months ended
June
30, 2006. The primary drivers for this change were increases in
salaries and benefits expenses and occupancy expenses partially offset by the
increased non-interest income.
Salaries
and employee benefits increased $171,000 or 3.3 % to $5,372,000 for the first
six months of 2007 compared to $5,201,000 for the six months ended June 30,
2006. The increase in salaries and employee benefits for the 2007
period can be attributed to normal cost increases for salaries and benefits
and
an increase in the number of employees primarily from the new employees for
our
Downtown Fresno and Sunnyside branches in 2006. Commissions paid for
loan placements are also in this category and decreased $27,000 in the periods
under review.
Occupancy
and equipment expense increased $170,000 to $1,307,000 for the first six months
of 2007 compared to $1,137,000 for the six months ended June 30,
2007. The 14.9% increase in occupancy expense for the six months
ended June 30, 2007 was due mainly to the opening of new branches in downtown
Fresno and Sunnyside, the opening of our new loan production office in Modesto,
our move to a new corporate headquarters and capitalized technology upgrades
during 2006 and 2007.
Other
non-interest expenses increased $277,000 or 11.1% in the period under
review. The following table shows significant components of other
non-interest expense as a percentage of average assets.
For
the six months ended June 30,
|
Other
Expense 2007
|
Annualized
% Avg. Assets
|
Other
Expense 2006
|
Annualized
% Avg. Assets
|
||||||||||||
(Dollars
in thousands)
|
|
|
|
|||||||||||||
Advertising
|
$ |
252
|
0.11 | % | $ |
226
|
0.10 | % | ||||||||
Audit/accounting
|
157
|
0.07 | % |
187
|
0.08 | % | ||||||||||
Data/item
processing
|
411
|
0.17 | % |
404
|
0.17 | % | ||||||||||
ATM/debit
card expenses
|
150
|
0.06 | % |
140
|
0.06 | % | ||||||||||
Director
fees
|
86
|
0.04 | % |
68
|
0.03 | % | ||||||||||
Donations
|
56
|
0.02 | % |
56
|
0.02 | % | ||||||||||
General
Insurance
|
58
|
0.02 | % |
55
|
0.02 | % | ||||||||||
Legal
fees
|
114
|
0.05 | % |
123
|
0.05 | % | ||||||||||
Postage
|
86
|
0.04 | % |
84
|
0.04 | % | ||||||||||
Regulatory
assessments
|
54
|
0.02 | % |
57
|
0.02 | % | ||||||||||
Stationery/supplies
|
110
|
0.05 | % |
120
|
0.05 | % | ||||||||||
Telephone
|
96
|
0.04 | % |
54
|
0.02 | % | ||||||||||
Operating
losses
|
24
|
0.01 | % |
4
|
0.00 | % | ||||||||||
Other
|
1,128
|
0.47 | % |
927
|
0.40 | % | ||||||||||
Total
other non-interest expense
|
$ |
2,782
|
$ |
2,505
|
Provision
for Income Taxes
The
effective income tax rate was 34.3% for the six months ended June 30, 2007
compared to 36.4% for the six months ended June 30, 2006. Provision
for income taxes totaled $1,601,000 and $1,771,000 for the six months ended
June
30, 2007, and 2006, respectively. The decrease in the effective tax
rate in the six months ended June 30, 2007 compared to the prior year comparable
period is due primarily to an increase in the state tax deduction for loans
made
in designated enterprise zones in California.
19
Net
Income for the Second Quarter of 2007 Compared to the Second Quarter of
2006:
Net
income was $1,619,000 for the second quarter ended June 30, 2007 compared to
$1,669,000 for the second quarter ended June 30, 2006. Basic earnings
per share were $0.27 and $0.28 for the quarters ended June 30, 2007 and 2006,
respectively. Diluted earnings per share were $0.25 and $0.26 for the
quarters ended June 30, 2007 and 2006, respectively. Annualized ROE
was 12.67% for the quarter ended June 30, 2007 compared to 15.18% for the
quarter ended June 30, 2006. Annualized ROA for the three months
ended June 30, 2007 was 1.35% compared to 1.45% for the quarter ended June
30,
2006.
The
slight decrease in net income for the quarter ended June 30, 2007 compared
to
the same period in the prior year was mainly due to the increase in net interest
income, offset by a decrease in non-interest income and an increase in
non-interest expenses. Net interest income increased due to an
increase in average interest earning assets provided by our organic growth,
and
our ability to attract non-interest bearing deposits, offset by an increase
in
the level of and rates paid on interest bearing
liabilities. Non-interest expenses increased primarily due to
salaries and benefits, occupancy expenses and other expenses.
Interest
Income and Expense
The
following table sets forth a summary of average balances with corresponding
interest income and interest expense as well as average yield and cost
information for the periods presented. Average balances are derived
from daily balances, and non-accrual loans are not included as interest earning
assets for purposes of this table.
20
CENTRAL
VALLEY COMMUNITY BANCORP
SCHEDULE
OF AVERAGE BALANCES AND AVERAGE YIELDS AND RATES
(Uaudited)
FOR
THE THREE MONTHS ENDED
JUNE
30, 2007
|
FOR
THE THREE MONTHS ENDED
JUNE
30, 2006
|
|||||||||||||||||||||||
(Dollars
in thousands)
|
AVERAGE
BALANCE
|
INTEREST
|
YIELD/
RATE
|
AVERAGE
BALANCE
|
INTEREST
|
YIELD/
RATE
|
||||||||||||||||||
ASSETS
|
|
|||||||||||||||||||||||
Interest-earning
deposits in other banks
|
$ |
216
|
$ |
2
|
3.70 | % | $ |
843
|
$ |
8
|
3.80 | % | ||||||||||||
Securities
|
||||||||||||||||||||||||
Taxable
securities
|
69,913
|
871
|
4.98 | % |
78,262
|
830
|
4.24 | % | ||||||||||||||||
Non-taxable
securities (1)
|
22,892
|
317
|
5.53 | % |
27,532
|
394
|
5.72 | % | ||||||||||||||||
Total
investment securities
|
92,805
|
1,188
|
5.12 | % |
105,794
|
1,224
|
4.63 | % | ||||||||||||||||
Federal
funds sold
|
11,835
|
155
|
5.24 | % |
13,585
|
165
|
4.86 | % | ||||||||||||||||
Total
securities
|
104,856
|
1,345
|
5.13 | % |
120,222
|
1,397
|
4.65 | % | ||||||||||||||||
Loans
(2) (3)
|
333,399
|
7,005
|
8.40 | % |
302,378
|
6,320
|
8.36 | % | ||||||||||||||||
Federal
Home Loan Bank stock
|
1,958
|
23
|
4.70 | % |
1,789
|
21
|
4.70 | % | ||||||||||||||||
Total
interest-earning assets
|
440,213
|
$
|
8,373
|
7.61 | % |
424,389
|
$ |
7,738
|
7.29 | % | ||||||||||||||
Allowance
for credit losses
|
(3,729 | ) | (3,352 | ) | ||||||||||||||||||||
Non-accrual
loans
|
72
|
206
|
||||||||||||||||||||||
Cash
and due from banks
|
16,014
|
15,795
|
||||||||||||||||||||||
Bank
premises & equipment
|
5,923
|
3,013
|
||||||||||||||||||||||
Other
non-earning assets
|
22,021
|
20,704
|
||||||||||||||||||||||
Total
average assets
|
$ |
480,514
|
|
$ |
460,755
|
|
||||||||||||||||||
LIABILITIES
AND SHAREHOLDERS' EQUITY
|
||||||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
Savings
and NOW accounts
|
$ |
72,756
|
$ |
147
|
0.81 | % | $ |
80,061
|
$ |
41
|
0.20 | % | ||||||||||||
Money
market accounts
|
102,085
|
681
|
2.67 | % |
96,791
|
509
|
2.10 | % | ||||||||||||||||
Time
certificates of deposit, under $100,000
|
46,915
|
501
|
4.27 | % |
42,348
|
361
|
3.41 | % | ||||||||||||||||
Time
certificates of deposit, $100,000 and over
|
65,406
|
734
|
4.49 | % |
55,034
|
495
|
3.60 | % | ||||||||||||||||
Total
interest-bearing deposits
|
287,162
|
2,063
|
2.87 | % |
274,234
|
1,406
|
2.05 | % | ||||||||||||||||
Other
borrowed funds
|
3,190
|
49
|
6.14 | % |
10,024
|
132
|
5.27 | % | ||||||||||||||||
Total
interest-bearing liabilities
|
290,352
|
$ |
2,112
|
2.91 | % |
284,258
|
$ |
1,538
|
2.16 | % | ||||||||||||||
Non-interest
bearing demand deposits
|
134,311
|
128,975
|
||||||||||||||||||||||
Other
liabilities
|
4,772
|
3,554
|
||||||||||||||||||||||
Shareholders'
equity
|
51,079
|
43,968
|
||||||||||||||||||||||
Total
average liabilities and shareholders' equity
|
$ |
480,514
|
|
$ |
460,755
|
|
Interest
income and rate earned on average earning assets
|
$ |
8,373
|
7.61 | % | $ |
7,738
|
7.29 | % | ||||||||||||||||
Interest
expense and interest cost related to average interest-bearing
liabilities
|
2,112
|
2.91 | % |
1,538
|
2.16 | % | ||||||||||||||||||
Net
interest income and net interest margin (4)
|
$ |
6,261
|
5.69 | % | $ |
6,200
|
5.84 | % |
(1)
|
Calculated
on a fully tax
equivalent basis, which includes Federal tax benefits relating to
income
earned on municipal bonds totaling $108 and $134 in 2007 and 2006,
respectively.
|
(2)
|
Loan
interest income
includes loan fees of $221 in 2007 and $185 in
2006.
|
(3)
|
Average
loans do not include
non-accrual loans.
|
(4)
|
Net
interest margin is
computed by dividing net interest income by total average interest-earning
assets.
|
21
Interest
and fee income from loans increased 10.8% in the second quarter of 2007 compared
to the same period in 2006. Management believes its focus on building
relationships, which resulted in an increase in loan volume, was the main driver
of the $685,000 increase. Average total loans for the second quarter
of 2007 increased 10.2% to $333,471,000 compared to $302,584,000 for the same
period in 2006. Competition for loans is strong in the Central
Valley. We believe we were able to meet the challenge and reported an
increase in the yield on loans of 4 basis points for the second quarter of
2007
to 8.40% compared to 8.36% for the same period in 2006.
Interest
income from total investments (total investments include investment securities,
Federal funds sold, interest bearing deposits with other banks, and other
securities) decreased $26,000 in the second quarter of 2007 compared to the
same
period in 2006, mainly due to a decrease in the average investment balance
for
the second quarter of 2007 compared to the same period in 2006 partially offset
by the increased yields. The average balance of investments decreased
$15,366,000 or 12.8% to $104,856,000 for the second quarter of 2007 from
$120,222,000 for the comparable 2006 period as sales and maturities in the
investment portfolio were used to fund the growth in the loan
portfolio. The yield on total investments for the quarter ended June
30, 2007 was 5.13% compared to 4.65% for the quarter ended June 30,
2006. Income from investments represents 20.2% of net interest income
for the second quarter of 2007 compared to 20.9% for the same quarter in
2006.
Total
interest income for the second quarter of 2007 increased $659,000, to $8,242,000
compared to $7,583,000 for the quarter ended June 30, 2006. The
increase was due to the 3.7% increase in the average balance of interest earning
assets, combined with the 32 basis point increase in the yield on those
assets. Average interest earning assets increased to $440,213,000 for
the quarter ended June 30, 2007 compared to $424,389,000 for the quarter ended
June 30, 2006. The yield on interest earning assets increased to
7.61% for the quarter ended June 30, 2007 compared to 7.29% for the quarter
ended June 30, 2006. The $15,824,000 increase in average earning
assets can be attributed to our own organic growth.
Interest
expense on deposits for the quarter ended June 30, 2007 increased $657,000
or
46.7% to $2,063,000 compared to $1,406,000 for the quarter ended June 30,
2006. The cost of deposits, calculated by dividing annualized
interest expense on interest bearing deposits by total deposits, increased
57
basis points to 1.96% for the quarter ended June 30, 2007 compared to 1.39%
for
the same period in 2006. This increase was due to the repricing of
interest bearing deposits in the higher current interest rate
environment. Additionally, average interest bearing deposits
increased 4.7% or $12,928,000 comparing the second quarter of 2007 to the same
period in 2006. Average interest-bearing deposits were $287,162,000
for the quarter ended June 30, 2007, with an effective rate paid of 2.87%,
compared to $274,234,000 for the same period in 2006, with an effective rate
paid of 2.05%.
Average
other borrowed funds decreased $6,834,000 or 68.2% to $3,190,000 with an
effective rate of 6.14% for the quarter ended June 30, 2007 compared to
$10,024,000 with an effective rate of 5.27% for the quarter ended June 30,
2006. Included in other borrowings are advances from the Federal Home
Loan Bank (FHLB) for liquidity and a loan from a major bank, primarily to
provide additional capital for the Bank in conjunction with the merger of Bank
of Madera County in 2005. This bank loan matures in 2007, is indexed
to the prime rate or to the three-month LIBOR and reprices
quarterly. The FHLB advances are fixed rate short-term
borrowings.
The
cost
of all of our interest bearing liabilities increased 75 basis points to 2.91%
for the quarter ended June 30, 2007 compared to 2.16% for the quarter ended
June
30, 2006. The increase is due to the higher current interest rate
environment as mentioned above. Offsetting the increase in the cost
of interest bearing deposits and other borrowings, is the increase in
non-interest bearing demand deposits which contributed to keeping the Company’s
cost of funds relatively low compared to its peers. Average demand
deposits increased 4.1% to an average $134,311,000 for the quarter ended June
30, 2007 from $128,975,000 for the quarter ended June 30,
2006. Average transaction accounts (including interest bearing
checking, money market accounts and non-interest bearing demand deposits)
increased 12.4% to $288,473,000 for the quarter ended June 30, 2007 compared
to
$281,620,000 for the quarter ended June 30, 2006.
Net
Interest Income before Provision for Credit Losses
Net
interest income before provision for credit losses for the quarter ended June
30, 2007 increased $85,000 or 1.4% to $6,130,000 compared to $6,045,000 for
the
quarter ended June 30, 2006. This increase was primarily due to the
increase in average interest earning assets offset by the decrease in the net
interest margin of 15 basis points and an increase in average interest-bearing
liabilities. Average interest earning assets were $440,213,000 for
the quarter ended June 30, 2007 with a net interest margin of 5.69% compared
to
$424,389,000 with a net interest margin of 5.84% for the quarter ended June
30,
2006. For a discussion of the repricing of our assets and
liabilities, see “Item 3 - Quantitative and Qualitative Disclosure about Market
Risk.”
Provision
for Credit Losses
Additions
to the allowance for credit losses in the second quarter of 2007 were $120,000
compared to $100,000 for the second quarter of 2006. The increase in
2007 is principally due to the increase in the volume of outstanding loans
and
our assessment of the overall adequacy of the allowance for credit
losses.
The
Company had three non-performing loans totaling $86,000 as of June 30, 2007
compared to one loan totaling $29,000 as of June 30, 2006. The
Company did not have any other real estate owned at June 30, 2007 or
2006.
22
The
Company had $58,000 net loan charge-offs for the second quarter of 2007 compared
to net recoveries of $130,000 for the same quarter in 2006. The net
charge-off ratio, which reflects net charge-offs to average loans, was 0.017%
for the quarter ended June 30, 2007 compared to a net recovery ratio of 0.004%
for the quarter ended June 30, 2006. Refer to the allowance for
credit losses section for further discussion of credit quality.
Non-Interest
Income
Non-interest
income is comprised primarily of customer service charges, loan placement fees
and other service fees, net gains on sales of investments and assets, and other
income. Non-interest income was $1,116,000 for the quarter ended June
30, 2007 compared to $1,146,000 for the same period ended June 30,
2006. The $30,000 decrease in non-interest income comparing the
quarter ended June 30, 2007 to the same period in 2006 was primarily due to
increases in service charges and other income and a decrease in losses on sales
of investment securities, offset by decreases in loan placement
fees.
Customer
service charges increased $15,000 to $665,000 for the second quarter of 2007
compared to $650,000 for the same period in 2006 due primarily to an increase
in
analysis service charges on business checking accounts. Loan
placement fees decreased $82,000 to $63,000 for the second quarter of 2007
compared to $145,000 for the same period in 2006 due to a decrease in new
residential mortgage loan refinancing. Other income increased $27,000
to $309,000 for the second quarter of 2007 compared to $282,000 for the same
period in 2006, primarily due to increases in merchant card fees.
Non-Interest
Expenses
Salaries
and employee benefits, occupancy, professional services, and data processing
are
the major categories of non-interest expenses. Non-interest expenses
increased $310,000 to $4,756,000 for the quarter ended June 30, 2007 compared
to
$4,446,000 for the same period in June 30, 2006.
The
Company’s efficiency ratio, measured as the percentage of non-interest expenses
(exclusive of amortization of core deposit intangible assets) to net interest
income before provision for credit losses plus non-interest income (excluding
net gains from sales of securities and assets), was 65.3% for the second quarter
of 2007 compared to 61.9% for the second quarter of 2006.
Salaries
and employee benefits increased $40,000 or 1.5% to $2,664,000 for the second
quarter of 2007 compared to $2,624,000 for the second quarter of
2006. The increase in salaries and employee benefits for the second
quarter of 2007 can be attributed to an increase in the number of employees
and
normal cost increases for salaries and benefits, the new employees for new
branch offices in downtown Fresno and the Sunnyside area of Fresno, incentive
based compensation due to increased loan production profitability, and stock
based compensation expense.
Occupancy
and equipment expense increased $75,000 to $657,000 for the second quarter
of
2007 compared to $582,000 for the second quarter of 2006. The 12.9%
increase in occupancy expense for the quarter ended June 30, 2007 was due mainly
to normal increases in rent on existing leaseholds, and other occupancy and
equipment related expenses mainly associated with opening new branches in
downtown Fresno and Sunnyside area, new corporate headquarters, relocation
of
our Kerman office into a larger facility, and the opening of our new Modesto
loan production office.
Other
non-interest expenses increased $195,000 or 15.7% in the period under
review. The increase is mainly due to incremental expenses associated
with the above facility expansion.
Provision
for Income Taxes
The
effective income tax rate was 31.7% for the second quarter of 2007 compared
to
36.9% for the same period in 2006. Provision for income taxes totaled
$751,000 and $976,000 for the quarter ended June 30, 2007, and 2006,
respectively. The decrease in the effective tax rate in the three
months ended June 30, 2007 compared to the prior year comparable period is
due
primarily to an increase in the state tax deduction for loans made in designated
enterprise zones in California.
FINANCIAL
CONDITION
Summary
of Changes in Consolidated Balance Sheets
June
30,
2007 compared to December 31, 2006
As
of
June 30, 2007, total assets were $489,516,000, a decrease of 2.1%, or
$10,543,000, compared to $500,059,000 as of December 31, 2006. Total
gross loans increased 5.2% or $16,703,000, to $339,365,000 as of June 30, 2007
compared to $322,662,000 as of December 31, 2006. Total deposits
decreased 4.2% or, $18,720,000 to $421,907,000 as of June 30, 2007 compared
to
$440,627,000 as of December 31, 2006. Stockholders’ equity increased
to $50,921,000 as of June 30, 2007 compared to $49,778,000 as of December 31,
2006.
23
Investments
Our
investment portfolio consists primarily of agency securities, mortgage backed
securities, municipal securities, and overnight investments in the Federal
Funds
market and are all classified as available-for-sale. As of June 30,
2007, $30,159,000 was held as collateral for public funds, treasury, tax, and
for other purposes. Our investment policies are established by the
Board of Directors and implemented by our Investment/Asset Liability
Committee. It is designed primarily to provide and maintain
liquidity, to enable us to meet our pledging requirements for public money
and
borrowing arrangements, to generate a favorable return on investments without
incurring undue interest rate and credit risk, and to complement our lending
activities.
The
level
of our investment securities, as described in the table below, is generally
considered higher than our peers due mostly to our relatively low loan to
deposit ratio. The amortized cost of these investment securities
decreased 13.1% from $104,117,000 at December 31, 2006 to $90,446,000 at June
30, 2007. The fair value of the portfolio reflected an unrealized
loss of $855,000 at June 30, 2007 compared to an unrealized loss of $195,000
at
December 31, 2006.
We
held
$1,971,000 in Federal Home Loan Bank stock as of June 30, 2007 compared to
$1,891,000 as of December 31, 2006. The increase is the result of
additional stock purchases and stock dividends received.
The
following table sets forth the carrying values and estimated fair values of
our
investment securities portfolio at the dates indicated:
June
30, 2007
Investment
Type
|
Amortized
Cost
|
Gross
Unrealized
Gain
|
Gross
Unrealized
(Loss)
|
Estimated
Market
Value
|
||||||||||||
U.S.
Government agencies
|
$ |
26,460
|
$ |
46
|
$ | (280 | ) | $ |
26,226
|
|||||||
Obligations
of states and political subdivisions
|
23,886
|
99
|
(465 | ) |
23,520
|
|||||||||||
U.S.
Government agencies collateralized by mortgage
oblighations
|
36,340
|
115
|
(295 | ) |
36,160
|
|||||||||||
Other
securities
|
3,760
|
-
|
(75 | ) |
3,685
|
|||||||||||
$ |
90,446
|
$ |
260
|
$ | (1,115 | ) | $ |
89,591
|
December
31, 2006
Investment
Type
|
Amortized
Cost
|
Gross
Unrealized
Gain
|
Gross
Unrealized
(Loss)
|
Estimated
Market
Value
|
||||||||||||
U.S.
Government agencies
|
$ |
28,643
|
$ |
34
|
$ | (358 | ) | $ |
28,319
|
|||||||
Obligations
of states and political subdivisions
|
26,210
|
373
|
(168 | ) |
26,415
|
|||||||||||
U.S.
Government agencies collateralized by mortgage
oblighations
|
45,561
|
204
|
(237 | ) |
45,528
|
|||||||||||
Other
securities
|
3,703
|
-
|
(43 | ) |
3,660
|
|||||||||||
|
$ |
104,117
|
$ |
611
|
$ | (806 | ) | $ |
103,922
|
Management
periodically evaluates each investment security for other than temporary
impairment, relying primarily on industry analyst reports, observation of market
conditions and interest rate fluctuations. Management has the ability
and intent to hold securities with established maturity dates until recovery
of
fair value, which may be maturity, and believes it will be able to collect
all
amounts due according to the contractual terms for all of the underlying
investment securities; therefore, management does not consider these investments
to be other-than-temporarily-impaired.
Loans
Total
gross loans increased 5.2% or $16,703,000, to $339,365,000 as of June 30, 2007
compared to $322,662,000 as of December 31, 2006. The following table
sets forth information concerning the composition of our loan portfolio at
the
dates indicated:
24
Loan
Type
(Dollars
in thousands)
|
June
30, 2007
|
%
of Total
loans
|
December
31, 2006
|
%
of Total
loans
|
||||||||||||
|
||||||||||||||||
Commercial
& industrial
|
$ |
75,710
|
22.3 | % | $ |
78,441
|
24.2 | % | ||||||||
Real
estate
|
140,091
|
41.2 | % |
128,790
|
39.8 | % | ||||||||||
Real
estate - construction, land development and other land
loans
|
53,200
|
15.6 | % |
48,424
|
15.0 | % | ||||||||||
Secured
by Farmland
|
26,193
|
7.7 | % |
20,796
|
6.5 | % | ||||||||||
Equity
lines of credit
|
21,649
|
6.4 | % |
21,858
|
6.8 | % | ||||||||||
Agricultural
Production
|
15,102
|
4.4 | % |
17,102
|
5.3 | % | ||||||||||
Consumer
and installment
|
7,832
|
2.3 | % |
7,549
|
2.3 | % | ||||||||||
Other
|
271
|
0.1 | % |
454
|
0.1 | % | ||||||||||
340,048
|
100.0 | % |
323,414
|
100.0 | % | |||||||||||
Deferred
loan fees, net
|
(683 | ) | (752 | ) | ||||||||||||
Allowance
for credit losses
|
(3,743 | ) | (3,809 | ) | ||||||||||||
Total
loans
|
$ |
335,622
|
$ |
318,853
|
||||||||||||
As
of
June 30, 2007, a concentration of loans existed in loans collateralized by
real
estate (real estate, real estate construction, land development and other land
loans, and equity lines of credit) comprising 70.9% of total
loans. This level of concentration is consistent with 68.0% at
December 31, 2006. Although management believes the loans within this
concentration have no more than the normal risk of collectibility, a substantial
decline in the performance of the economy in general or a decline in real estate
values in the our primary market areas, in particular, could have an adverse
impact on collectibility, increase the level of real estate-related
non-performing loans, or have other adverse effects which alone or in the
aggregate could have a material adverse effect on our business, financial
condition, results of operations and cash flows. The Company is not
involved in any sub-prime mortgage lending activities and the loan portfolio
does not include any sub prime mortgage loans at June 30, 2007 or December
31,
2006.
We
believe that our commercial real estate loan underwriting policies and practices
result in prudent extensions of credit, but recognize that our lending
activities result in relatively high reported commercial real estate lending
levels. Commercial real estate loans include certain loans which
represent low to moderate risk and certain loans with higher risks.
The
Board
of Directors reviews and approves concentration limits and exceptions to
limitations of concentration are reported to the Board of Directors at least
quarterly.
Non-performing
assets. Non-performing assets consist of non-performing
loans, other real estate owned (“OREO”), and repossessed
assets. Non-performing loans are those loans which have (i) been
placed on non-accrual status, (ii) been subject to troubled debt restructurings,
(iii) been classified as doubtful under our asset classification system, or
(iv)
become contractually past due 90 days or more with respect to principal or
interest and have not been restructured or otherwise placed on non-accrual
status. A loan is classified as non-accrual when 1) it is maintained
on a cash basis because of deterioration in the financial condition of the
borrower, 2) payment in full of principal or interest under the original
contractual terms is not expected, or 3) principal or interest has been in
default for a period of 90 days or more unless the asset is both well secured
and in the process of collection.
At
June
30, 2007 and December 31, 2006, we had no OREO, repossessed assets or
restructured loans. At June 30, 2007 we had three non-accrual loans
totaling $86,000 compared to no non-accrual loans at December 31,
2006. At June 30, 2007, we estimated the potential for any losses
from these credits would have a minimal impact on the allowance for credit
losses. Management can give no assurance that non-accrual and other
non-performing loans will not increase in the future.
A
summary
of non-accrual, restructured, and past due loans at June 30, 2007 and December
31, 2006 is set forth below. The Company had no restructured loans and no
accruing loans past due more than 90 days at June 30, 2007 and December 31,
2006. Management can give no assurance that non-accrual and other non-performing
loans will not increase in the future.
Composition
of Non-accrual, Past Due and Restructured Loans
(Dollars
in Thousands)
|
June
30, 2007
|
December
31, 2006
|
||||||
Non-accrual
Loans
|
||||||||
Real
Estate
|
-
|
-
|
||||||
Commercial
and Industrial
|
$ |
86
|
-
|
|||||
Total
non-accrual
|
86
|
-
|
||||||
Accruing
loans past due 90 days or more
|
-
|
-
|
||||||
Restructured
loans
|
-
|
-
|
||||||
Total
non-performing loans
|
$ |
86
|
$ |
-
|
||||
Nonperforming
loans to total loans
|
0.03 | % | 0.00 | % | ||||
Ratio
of non-performing loans to allowance for credit losses
|
2.30 | % | 0.00 | % | ||||
Loans
considered to be impaired
|
-
|
$ |
-
|
|||||
Related
allowance for credit losses on impaired loans
|
-
|
-
|
25
We
measure our impaired loans by using the fair value of the collateral if the
loan
is collateral-dependent and the present value of the expected future cash flows
discounted at the loan’s effective interest rate if the loan is not
collateral-dependent. As of June 30, 2007, there were three
non-accrual loans totaling $86,000 that were considered impaired but did not
require any valuation allowance. We place loans on non-accrual status
that are delinquent 90 days or more or when a reasonable doubt exists as to
the
collectibility of interest and principal. Management maintains
certain loans that have been brought current by the borrower (less than 30
days
delinquent) on non-accrual status until such time as management has determined
that the loans are likely to remain current in future periods.
Classified
Assets. From time to time, management has reason to believe
that certain borrowers may not be able to repay their loans within the
parameters of the present repayment terms, even though, in some cases, the
loans
are current at the time. These loans are graded in the classified
loan grades of “substandard,” “doubtful,” or “loss” and include non-performing
loans. Each classified loan is monitored monthly.
Allowance
for Credit Losses. We have established a methodology for the
determination of provisions for credit losses. The methodology is set
forth in a formal policy and takes into consideration the need for an overall
allowance for credit losses as well as specific allowances that are tied to
individual loans. Our methodology for assessing the appropriateness
of the allowance consists of several key elements, which include the formula
allowance and a specific allowance for identified problem loans.
In
originating loans, we recognize that losses will be experienced and that the
risk of loss will vary with, among other things, the type of loan being made,
the creditworthiness of the borrower over the term of the loan, general economic
conditions and, in the case of a secured loan, the quality of the collateral
securing the loan. The allowance is increased by provisions charged
against earnings and reduced by net loan charge offs. Loans are
charged off when they are deemed to be uncollectible, or partially charged
off
when portions of a loan are deemed to be uncollectible. Recoveries
are generally recorded only when cash payments are received.
The
allowance for credit losses is maintained to cover losses inherent in the loan
portfolio. The responsibility for the review of our assets and the
determination of the adequacy lies with management and our Directors’ Audit
Committee. They delegate the authority to the CCA to determine the
loss reserve ratio for each type of asset and reviews, at least quarterly,
the
adequacy of the allowance based on an evaluation of the portfolio, past
experience, prevailing market conditions, amount of government guarantees,
concentration in loan types and other relevant factors.
The
allowance for credit losses is an estimate of the losses that may be sustained
in our loan and lease portfolio. The allowance is based on two
principles of accounting: (1) Statement of Financial Accounting Standards (SFAS)
No. 5, ‘‘Accounting for Contingencies,’’ which requires that losses
be accrued when they are probable of occurring and estimable; and (2) SFAS
No. 114, ‘‘Accounting by Creditors for Impairment of a Loan’’ and
SFAS No. 118, ‘‘Accounting by Creditors for Impairment of a
Loan—Income Recognition and Disclosures,’’ which requires that losses be accrued
based on the differences between the value of collateral, present value of
future cash flows or values that are observable in the secondary market and
the
loan balance.
Credit
Administration adheres to an internal asset review system and loss allowance
methodology designed to provide for timely recognition of problem assets and
adequate valuation allowances to cover expected asset losses. The
Bank’s asset monitoring process includes the use of asset classifications to
segregate the assets, largely loans and real estate, into various risk
categories. The Bank uses the various asset classifications as a
means of measuring risk and determining the adequacy of valuation allowances
by
using a nine-grade system to classify assets. All credit facilities
exceeding 90 days of delinquency require classification.
The
following table sets forth information regarding our allowance for credit losses
at the dates and for the periods indicated:
26
For
the Six Month Period
Ended
|
For
the Twelve Month
Period
Ended
|
|||||||
(In
thousands)
|
June
30, 2007
|
December
31, 2006
|
||||||
Balance,
beginning of the year
|
$ |
3,809
|
$ |
3,339
|
||||
Provision
charged to operations
|
240
|
800
|
||||||
Losses
charged to allowance
|
(347 | ) | (721 | ) | ||||
Recoveries
|
41
|
391
|
||||||
Balance,
end of period
|
$ |
3,743
|
$ |
3,809
|
||||
Ratio
of non-performing loans to allowance for credit losses
|
0.03 | % | 0.0 | % | ||||
Allowance
for credit losses to total loans
|
1.10 | % | 1.18 | % | ||||
As
of
June 30, 2007 the balance in the allowance for credit losses was $3,743,000
compared to $3,809,000 as of December 31, 2006. The decrease was due
to charge offs during the first half of 2007 being greater than the amount
of
the provision for credit losses. Charge offs totaled $347,000 and
consisted mainly of one commercial relationship. The balance of
commitments to extend credit on undisbursed construction and other loans and
letters of credit was $142,613,000 as of June 30, 2007 compared to $134,549,000
as of December 31, 2006. Risks and uncertainties exist in all lending
transactions, and even though there have historically been no charge offs on
construction and other loans that have not been fully disbursed, our management
and Directors’ Loan Committee have established reserve levels based on
historical losses as well as economic uncertainties and other risks that exist
as of each reporting period.
As
of
June 30, 2007 the allowance was 1.10% of total gross loans compared to 1.18%
as
of December 31, 2006. During the six months ended June 30, 2007,
there were no major changes in loan concentrations that significantly affected
the allowance for credit losses. There have been no significant
changes in estimation methods during the periods
presented. Assumptions regarding the collateral value of various
under performing loans may affect the level and allocation of the allowance
for
credit losses in future periods. The allowance may also be affected
by trends in the amount of charge offs experienced or expected trends within
different loan portfolios. Non-performing loans totaled $86,000 as of
June 30, 2007, and there were no non-performing loans as of December 31,
2006. Management believes the allowance at June 30, 2007 is adequate
based upon its ongoing analysis of the loan portfolio, historical loss trends
and other factors. However, no assurance can be given that the
Company may not sustain charge-offs which are in excess of the allowance in
any
given period.
Deposits
and Borrowings
Total
deposits decreased $18,720,000 or 4.2% to $421,907,000 as of June 30, 2007
compared to $440,627,000 as of December 31, 2006. Interest bearing
deposits decreased $6,723,000 or 2.3% to $283,722,000 as of June 30, 2007
compared to $290,445,000 as of December 31, 2006. Non-interest
bearing deposits decreased $11,997,000 or 8.0% to $138,185,000 as of June 30,
2007 compared to $150,182,000 as of December 31, 2006. As previously
discussed above, we had several agricultural processors who held crop funds,
mainly for raisins and nuts, in the fourth quarter of 2006 which were then
paid
out to farmers in the first quarter of 2007.
By
expanding our branching network we anticipate broadening our deposit gathering
base. We opened additional branches during 2006 in downtown Fresno,
in the Sunnyside area of Fresno, and on Financial Drive in Fresno,
California. We also relocated our Kerman branch to a larger facility
the first quarter of 2007 and plan to relocate our Clovis in-store branch to
a
larger stand alone facility in early 2008.
27
The
composition of the deposits and average interest rates paid at June 30, 2007
and
December 31, 2006 is summarized in the table below.
(Dollars
in thousands)
|
June
30, 2007
|
Percent
of
Total
Deposits
|
Effective
Rate
|
December
31,
2006
|
Percent
of
Total
Deposits
|
Effective
Rate
|
||||||||||||||||||
|
|
|
|
|||||||||||||||||||||
NOW
Accounts
|
$ |
51,228
|
12.1 | % | 0.78 | % | $ |
56,177
|
12.8 | % | 0.10 | % | ||||||||||||
MMA
Accounts
|
98,353
|
23.3 | % | 2.63 | % |
109,069
|
24.7 | % | 2.34 | % | ||||||||||||||
Time
Deposits
|
113,617
|
26.9 | % | 4.29 | % |
104,170
|
23.6 | % | 3.65 | % | ||||||||||||||
Savings
Deposits
|
20,524
|
4.9 | % | 0.49 | % |
21,029
|
4.8 | % | 0.45 | % | ||||||||||||||
Total
Interest-bearing
|
283,722
|
67.2 | % | 2.76 | % |
290,445
|
65.9 | % | 2.20 | % | ||||||||||||||
Non-interest
bearing
|
138,185
|
32.8 | % |
150,182
|
34.1 | % | ||||||||||||||||||
Total
deposits
|
$ |
421,907
|
100.0 | % | $ |
440,627
|
100.0 | % | ||||||||||||||||
|
Short-term
borrowings totaled $10,625,000 as of June 30, 2007 compared to $3,250,000 as
of
December 31, 2006. Short-term borrowings at June 30, 2007, represent
principal payments coming due in the next twelve months on the loan with a
major
bank (described below) and FHLB advances. We maintain a line of
credit with the FHLB collateralized by government securities. Refer
to Liquidity below for further discussion of FHLB advances.
The
Company has a non-revolving loan agreement with a major bank under which it
initially borrowed $2,500,000 and which had $625,000 in outstanding principal
balance at June 30, 2007. The loan matures on December 31, 2007,
bears interest indexed to the prime rate or LIBOR, at the Company’s election and
reprices each quarter.
Capital
Our
stockholders’ equity increased to $50,921,000 as of June 30, 2007 compared to
$49,778,000 as of December 31, 2006. The increase in stockholders’
equity is a result of net income of $3,071,000 for the six months ended June
30,
2007 combined with the proceeds from the exercise of stock options, offset
by
the change in the unrealized losses on the available for sale investment
securities, and the repurchase of our common stock. During the six
months ended June 30, 2007, the Company repurchased 137,900 shares of its common
stock for $2,066,000 in open market trading with $536,000 remaining to
repurchase shares as authorized by the Company’s Board of
Directors.
During
the period the Company’s borrowing with a major bank, described above, remains
outstanding, which is expected to be through December 2007, the Bank does not
anticipate paying dividends to the Company except for dividends that are
necessary to meet the ordinary and usual operating expenses of the Company
provided that the Bank would not pay any dividend that would cause it to be
deemed not “well capitalized” under applicable banking laws and
regulations.
Management
considers capital requirements as part of its strategic planning
process. The strategic plan calls for continuing increases in assets
and liabilities, and the capital required may therefore be in excess of retained
earnings. The ability to obtain capital is dependent upon the capital
markets as well as our performance. Management regularly evaluates
sources of capital and the timing required to meet its strategic
objectives
The
following table presents the Company’s and the Bank’s capital ratios as of June
30, 2007 and December 31, 2006.
28
|
June
30, 2007
|
December
31, 2006
|
||||||||||||||
(Dollars
in thousands)
|
Amount
|
Ratio
|
Amount
|
Ratio
|
||||||||||||
Tier
1 Leverage Ratio
|
|
|
||||||||||||||
|
|
|
||||||||||||||
Central
Valley Community Bancorp and Subsidiary
|
$ |
41,491
|
8.82 | % | $ |
39,864
|
8.41 | % | ||||||||
Minimum
regulatory requirement
|
18,825
|
4.00 | % |
18,967
|
4.00 | % | ||||||||||
Central
Valley Community Bank
|
40,345
|
8.58 | % |
39,045
|
8.24 | % | ||||||||||
Minimum
requirement for "Well-Capitalized" institution
|
23,508
|
5.00 | % |
23,703
|
5.00 | % | ||||||||||
Minimum
regulatory requirement
|
18,807
|
4.00 | % |
18,963
|
4.00 | % | ||||||||||
|
||||||||||||||||
Tier
1 Risk-Based Capital Ratio
|
||||||||||||||||
|
||||||||||||||||
Central
Valley Community Bancorp and Subsidiary
|
41,491
|
11.01 | % |
39,864
|
10.97 | % | ||||||||||
Minimum
regulatory requirement
|
15,068
|
4.00 | % |
14,536
|
4.00 | % | ||||||||||
Central
Valley Community Bank
|
40,345
|
10.72 | % |
39,045
|
10.72 | % | ||||||||||
Minimum
requirement for "Well-Capitalized" institution
|
22,580
|
6.00 | % |
21,852
|
6.00 | % | ||||||||||
Minimum
regulatory requirement
|
15,053
|
4.00 | % |
14,568
|
4.00 | % | ||||||||||
|
||||||||||||||||
Total
Risk-Based Capital Ratio
|
||||||||||||||||
|
||||||||||||||||
Central
Valley Community Bancorp and Subsidiary
|
45,234
|
12.01 | % |
43,673
|
12.02 | % | ||||||||||
Minimum
regulatory requirement
|
30,136
|
8.00 | % |
29,073
|
8.00 | % | ||||||||||
Central
Valley Community Bank
|
44,088
|
11.72 | % |
42,854
|
11.77 | % | ||||||||||
Minimum
requirement for "Well-Capitalized" institution
|
37,634
|
10.00 | % |
36,419
|
10.00 | % | ||||||||||
Minimum
regulatory requirement
|
30,107
|
8.00 | % |
29,135
|
8.00 | % | ||||||||||
|
Liquidity
Liquidity
management involves our ability to meet cash flow requirements arising from
fluctuations in deposit levels and demands of daily operations, which include
funding of securities purchases, providing for customers’ credit needs and
ongoing repayment of borrowings. Our liquidity is actively managed on
a daily basis and reviewed periodically by our management and Director’s
Asset/Liability Committees. This process is intended to ensure the
maintenance of sufficient funds to meet our needs, including adequate cash
flow
for off-balance sheet commitments.
Our
primary sources of liquidity are derived from financing activities which include
the acceptance of customer and, to a lesser extent, broker deposits, federal
funds facilities and advances from the Federal Home Loan Bank of San
Francisco. These funding sources are augmented by payments of
principal and interest on loans, the routine maturities and pay downs of
securities from the securities portfolio, the stability of our core deposits
and
the ability to sell investment securities. Primary uses of funds
include withdrawal of and interest payments on deposits, originations and
purchases of loans, purchases of investment securities, and payment of operating
expenses.
As
a
means of augmenting our liquidity, we have established federal funds lines
with
correspondent banks. At June 30, 2007 our available borrowing
capacity includes approximately $18,000,000 in federal funds lines with our
correspondent banks and $19,324,000 in unused FHLB advances. We
believe our liquidity sources to be stable and adequate. At June 30,
2007, we were not aware of any information that was reasonably likely to have
a
material effect on our liquidity position.
The
following table reflects the Company’s credit lines, balances outstanding, and
pledged collateral at June 30, 2007 and December 31, 2006:
Credit
Lines
(In
thousands)
|
June
30, 2007
|
Balance
at
June
30, 2007
|
December
31, 2006
|
Balance
at
December
31,2006
|
||||||||||||
Unsecured
Credit Lines (interest rate varies with market)
|
$ |
18,000
|
$ |
-0-
|
$ |
18,000
|
$ |
-0-
|
||||||||
Federal
Home Loan Bank (interest rate at prevailing interest rate)
|
Collateral
pledged $30,019
Fair
Value of Collateral $30,259
|
$ |
10,000
|
Collateral
pledged $16,848
Fair
Value of Collateral $16,758
|
$ |
2,000
|
||||||||||
Federal
Reserve Bank (interest rate at prevailing discount interest
rate)
|
Collateral
pledged $2,265
Fair
Value of Collateral $2,198
|
$ |
-0-
|
Collateral
pledged $2,271
Fair
Value of Collateral $2,200
|
$ |
-0-
|
29
The
liquidity of the parent company, Central Valley Community Bancorp is primarily
dependent on the payment of cash dividends by its subsidiary, Central Valley
Community Bank, subject to limitations imposed by the regulations.
OFF-BALANCE
SHEET ITEMS
In
the
ordinary course of business, the Company is a party to financial instruments
with off-balance risk. These financial instruments include
commitments to extend credit and standby letters of credit. Such
financial instruments are recorded in the financial statements when they are
funded or related fees are incurred or received. For a fuller
discussion of these financial instruments, refer to Note 5 – Commitments and
Contingencies of the Company’s condensed consolidated financial statements
included herein and Note 10 – Commitments and Contingencies in the Company’s
2006 Annual Report to Shareholders’ on Form 10-K.
In
the
ordinary course of business, the Company is party to various operating
leases. For a fuller discussion of these financial instruments, refer
to Note 10 – Commitments and Contingencies in the Company’s 2006 Annual Report
to Shareholders’ on Form 10-K.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Interest
rate risk (“IRR”) and credit risk constitute the two greatest sources of
financial exposure for insured financial institutions. IRR represents
the impact that changes in absolute and relative levels of market interest
rates
may have upon our net interest income (“NII”). Changes in the NII are the result
of changes in the net interest spread between interest-earning assets and
interest-bearing liabilities (timing risk), the relationship between various
rates (basis risk), and changes in the shape of the yield curve.
We
realize income principally from the differential or spread between the interest
earned on loans, investments, other interest-earning assets and the interest
incurred on deposits and borrowings. The volumes and yields on loans, deposits
and borrowings are affected by market interest rates. As of June 30, 2007,
approximately 80.5% of our loan portfolio was tied to adjustable rate indices.
The majority of these adjustable rate loans are tied to prime and reprice within
90 days. The majority of our time deposits have a fixed rate of
interest. As of June 30, 2007, 92.8% of our time deposits mature
within one year or less. As of June 30, 2007, $625,000 of our
short-term debt reprices on a quarterly basis.
Changes
in the market level of interest rates directly and immediately affect our
interest spread, and therefore profitability. Sharp and significant changes
to
market rates can cause the interest spread to shrink or expand significantly
in
the near term, principally because of the timing differences between the
adjustable rate loans and the maturities (and therefore repricing) of the
deposits and borrowings.
Our
management and Board of Director’s Asset/Liability Committees (“ALCO”) are
responsible for managing our assets and liabilities in a manner that balances
profitability, IRR and various other risks including liquidity. The ALCO
operates under policies and within risk limits prescribed by, reviewed and
approved by the Board of Directors.
The
ALCO
seeks to stabilize our NII by matching rate-sensitive assets and liabilities
through maintaining the maturity and repricing of these assets and liabilities
at appropriate levels given the interest rate environment. When the amount
of
rate-sensitive liabilities exceeds rate-sensitive assets within specified time
periods, NII generally will be negatively impacted by an increasing interest
rate environment and positively impacted by a decreasing interest rate
environment. Conversely, when the amount of rate-sensitive assets exceeds the
amount of rate-sensitive liabilities within specified time periods, net interest
income will generally be positively impacted by an increasing interest rate
environment and negatively impacted by a decreasing interest rate environment.
The speed and velocity of the repricing of assets and liabilities will also
contribute to the effects on our NII, as will the presence or absence of
periodic and lifetime interest rate caps and floors.
Simulation
of earnings is the primary tool used to measure the sensitivity of earnings
to
interest rate changes. Earnings simulations are produced using a software model
that is based on actual cash flows and repricing characteristics for all of
our
financial instruments and incorporate market-based assumptions regarding the
impact of changing interest rates on current volumes of applicable financial
instruments.
Interest
rate simulations provide us with an estimate of both the dollar amount and
percentage change in NII under various rate scenarios. All assets and
liabilities are normally subjected to up to 300 basis point increases and
decreases in interest rates in 100 basis point increments. Under each interest
rate scenario, we project our net interest income. From these results, we can
then develop alternatives in dealing with the tolerance thresholds.
Approximately
80.5% of our loan portfolio is tied to adjustable rate indices and 53.6% of
our
loan portfolio reprices within 90 days. As of June 30, 2007, we had
90 loans totaling $48,516,000 with floors ranging from 1% to 8% and ceilings
ranging from 10% to 25%. In the current rate environment, the number
of loans affected by floors and ceilings is minimal.
30
The
following table shows the effects of changes in projected net interest income
for the twelve months ending June 30, 2008 under the interest rate shock
scenarios stated. The table was prepared as of June 30, 2007, at
which time prime interest rate was 8.25%. The amounts identified in
the table are not materially different from what we showed at December 31,
2006.
Sensitivity
Analysis of Impact on Interest Income of Rate Changes
Hypothetical
Change in Rates
|
Projected
Net Interest Income
($000)
|
$
Change from Rates at June 30, 2007
($000)
|
Percent
Change
from Rates at June 30, 2007
|
|||||||||
UP
300 bp
|
$ |
27,485
|
$ |
3,806
|
16.07 | % | ||||||
UP
200 bp
|
25,748
|
2,069
|
8.74 | % | ||||||||
UP
100 bp
|
24,139
|
460
|
1.94 | % | ||||||||
UNCHANGED
|
23,679
|
0
|
-
|
|||||||||
DOWN
100 bp
|
23,512
|
(167 | ) | (0.70 | %) | |||||||
DOWN
200 bp
|
22,410
|
(1,269 | ) | (5.36 | %) | |||||||
DOWN
300 bp
|
20,844
|
(2,835 | ) | (11.97 | %) |
Assumptions
are inherently uncertain, and, consequently, the model cannot precisely measure
net interest income or precisely predict the impact of changes in interest
rates
on net interest income. Actual results will differ from simulated results due
to
timing, magnitude and frequency of interest rate changes, as well as changes
in
market conditions and management strategies which might moderate the negative
consequences of interest rate deviations. In the model above, the simulation
shows that the Company is neutral over the one-year horizon. If
interest rates increase or decline, there will be similar positive and negative
impact to net interest income.
ITEM
4. CONTROLS AND PROCEDURES
As
of the
end of the period covered by this report, management, including the Company’s
Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness
of the design and operation of the Company’s disclosure controls and procedures
with respect to the information generated for use in this Quarterly Report.
The
evaluation was based in part upon reports provided by a number of
executives. Based upon, and as of the date of that
evaluation, the Company’s Chief Executive Officer and Chief Financial Officer
concluded that the disclosure controls and procedures, as so amended, were
effective to provide reasonable assurances that information required to be
disclosed in the reports the Company files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within
the
time periods specified in the SEC’s rules and forms, and that information
required to be disclosed by the Company in the reports that it files or submits
is accumulated and communicated to management as appropriate to allow timely
decisions regarding required disclosure.
There
was
no change in the Company’s internal controls over financial reporting during the
quarter ended June 30, 2007 that has materially affected, or is reasonably
likely to materially affect, the Company’s internal controls over financial
reporting.
In
designing and evaluating disclosure controls and procedures, the Company’s
management recognized that any controls and procedures, no matter how well
designed and operated, can provide only reasonable, not absolute, assurances
of
achieving the desired control objectives and management necessarily was required
to apply its judgment in evaluating the cost-benefit relationship of possible
controls and procedures.
PART
II OTHER INFORMATION
ITEM
1 LEGAL PROCEEDINGS
|
None
to report.
|
ITEM
1A RISK FACTORS In addition to
the
other information set forth in this report, you should carefully consider the
factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2006, which could materially affect
our business, financial condition or future results. The risks described in
our
Annual Report on Form 10-K are not the only risks facing our Company. Additional
risks and uncertainties not currently known to us or that we currently deem
to
be immaterial also may materially adversely affect our business, financial
condition and/or operating results."
ITEM
2 CHANGES IN SECURITIES AND USE OF
PROCEEDS
A
summary
of the repurchase activity for the Company’s quarter ending June 30, 2007
follows.
31
Period
|
Total
Number of
Shares
Purchased
|
Average
Price Paid
Per
Share
|
Total
Number of
Shares
Purchased as
Part
of Publicly
Announced
Plan (1)
|
Approximate
Dollar Value of
Shares
that May Yet Be Purchased
Under
Current Plan
|
|||||||||||||
$ |
2,000,000
|
||||||||||||||||
04/01/2007
– 04/30/2007
|
-
|
-
|
-
|
-
|
|||||||||||||
05/01/2007
– 05/31/2007
|
79,900
|
$ |
14.86
|
79,900
|
$ |
812,906
|
|||||||||||
06/01/2007
– 06/30/2007
|
18,600
|
$ |
14.90
|
18,600
|
$ |
535,766
|
|||||||||||
Total
|
98,500
|
$ |
14.87
|
98,500
|
(1)
|
The
Company approved a stock repurchase program effective April 18, 2007
and
ending October 18, 2007 with the intent to purchase shares for an
aggregate amount of $2,000,000. During the quarter ended
June 30, 2007, the Company repurchased 98,500 shares at a cost of
$1,464,234.
|
(2)
|
All
share repurchases were effected in accordance with the safe harbor
provisions of Rule 10b-18 of the Securities Exchange
Act.
|
ITEM
3 DEFAULTS UPON SENIOR
SECURITIES
|
None
to
report.
|
ITEM
4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
a.
|
The
Company’s 2007 Annual Meeting of Shareholders was held May 16,
2007.
|
b.
|
At
the 2007 annual meeting the shareholders took the following
actions:
|
|
·
|
Elected
Directors of the Company to serve until the 2008 Annual Meeting of
Shareholders and until their successors are elected and
qualified.
|
|
·
|
In
the election for directors, no candidates were nominated for election
as a
director other than the nominees of the Board of Directors whose
names
were set forth in the Company’s proxy statement dated April 9,
2007. Set forth below is a tabulation of the votes cast in the
election of Directors with respect to each nominee for
office:
|
Director
|
Votes
Cast for
Election
|
Withheld
|
||||||
Sidney
B. Cox
|
4,405,847
|
2,076
|
||||||
Daniel
N. Cunningham
|
4,405,847
|
2,076
|
||||||
Edwin
S. Darden, Jr.
|
4,405,847
|
2,076
|
||||||
Daniel
J. Doyle
|
4,405,847
|
2,076
|
||||||
Steven
D. McDonald
|
4,405,847
|
2,076
|
||||||
Louis
McMurray
|
4,405,847
|
2,076
|
||||||
Wanda
L. Rogers
|
4,405,847
|
2,076
|
||||||
William
S. Smittcamp
|
4,405,847
|
2,076
|
||||||
Joseph
B. Weirick
|
4,405,847
|
2,076
|
|
·
|
The
ratification of the appointment of Perry-Smith LLP for the 2007 fiscal
year as the Company’s independent registered public accounting
firm. The appointment was ratified by the following
votes:
|
32
Votes
for: 4,352,173
|
Votes
against: 46,142
|
Abstentions:
9,608
|
ITEM
5 OTHER INFORMATION
|
None
to report.
|
ITEM
6 EXHIBITS
(a)
|
Exhibits
|
||
Exhibit
No.
|
Description
|
||
Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|||
Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
|
|||
Certification
of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|||
Certification
of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350,
as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
SIGNATURES
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
Central
Valley Community Bancorp
Date: August
8, 2007
|
/s/
Daniel J. Doyle
|
Daniel
J. Doyle
|
|
President
and Chief Executive Officer
|
|
Date:
August 8, 2007
|
/s/
David A. Kinross
|
David
A. Kinross
|
|
Senior
Vice President and Chief Financial
Officer
|
33