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COMMUNITY WEST BANCSHARES / - Quarter Report: 2007 June (Form 10-Q)

form10q.htm
 

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
 
or
 
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:  000-23575
 
COMMUNITY WEST BANCSHARES
(Exact name of registrant as specified in its charter)
 
California
77-0446957
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)

445 Pine Avenue, Goleta, California
93117
(Address of principal executive offices)
(Zip Code)
 
(805) 692-5821
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x       No  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.  (Check one):
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
 
The aggregate value of the Common Stock of the registrant held by non-affiliates as of June 30, 2007 was $43,157,544 based on the last closing price on a share of Common Stock of $12.00 as of June 30, 2007.
 
Number of shares of common stock of the registrant outstanding as of August 13, 2007: 5,881,085 shares






TABLE OF CONTENTS
 
 
PART I.
FINANCIAL INFORMATION
PAGE
 
     
ITEM 1.
FINANCIAL STATEMENTS (UNAUDITED)
   
   
3
   
4
   
5
   
6
   
7
       
The financial statements included in this Form 10-Q should be read with reference to Community West Bancshares’ Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
   
       
       
ITEM 2.
 
11
       
ITEM 3
 
21
       
ITEM 4.
 
21
       
PART II.
OTHER INFORMATION
   
       
ITEM 1.
 
21
       
ITEM 1A
 
21
       
ITEM 2.
   
 
   
21
       
ITEM 3.
 
21
       
ITEM 4.
 
22
       
ITEM 5.
 
22
 
     
ITEM 6.
 
22
       
       
     

 
PART I – FINANCIAL INFORMATION
ITEM 1.       FINANCIAL STATEMENTS
 
COMMUNITY WEST BANCSHARES
CONSOLIDATED BALANCE SHEETS
 
   
June 30,
   
December 31,
 
   
2007
   
2006
 
   
(unaudited)
       
ASSETS
 
(in thousands)
 
Cash and due from banks
  $
5,206
    $
4,190
 
Federal funds sold
   
13,344
     
7,153
 
Cash and cash equivalents
   
18,550
     
11,343
 
Time deposits in other financial institutions
   
655
     
536
 
Investment securities available-for-sale, at fair value; amortized cost of $21,189 at June 30, 2007 and $22,340 at December 31, 2006
   
20,987
     
22,097
 
Investment securities held-to-maturity, at amortized cost; fair value of $14,674 at June 30, 2007 and $10,437 at December 31, 2006
   
14,830
     
10,535
 
Federal Home Loan Bank stock, at cost
   
4,700
     
4,465
 
Federal Reserve Bank stock, at cost
   
812
     
812
 
Loans:
               
Loans held for sale, at lower of cost or fair value
   
93,391
     
75,795
 
Loans held for investment, net of allowance for loan losses of  $4,047 at June 30, 2007 and $3,926 at December 31, 2006
   
391,292
     
375,777
 
Total loans
   
484,683
     
451,572
 
Servicing rights
   
1,538
     
1,968
 
Other real estate owned, net
   
356
     
356
 
Premises and equipment, net
   
3,020
     
2,802
 
Other assets
   
11,745
     
10,129
 
TOTAL ASSETS
  $
561,876
    $
516,615
 
LIABILITIES
               
Deposits:
               
Non-interest-bearing demand
  $
33,748
    $
33,033
 
Interest-bearing demand
   
67,627
     
49,975
 
Savings
   
16,138
     
14,522
 
Time certificates
   
293,569
     
271,217
 
Total deposits
   
411,082
     
368,747
 
Federal Home Loan Bank advances
   
96,000
     
95,000
 
Other liabilities
   
6,142
     
6,048
 
Total liabilities
   
513,224
     
469,795
 
STOCKHOLDERS' EQUITY
               
Common stock, no par value; 10,000,000 shares authorized; 5,862,585 shares issued and outstanding at June 30, 2007 and 5,814,568 at December 31, 2006
   
31,225
     
30,794
 
Retained earnings
   
17,546
     
16,169
 
Accumulated other comprehensive loss, net
    (119 )     (143 )
Total stockholders' equity
   
48,652
     
46,820
 
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
  $
561,876
    $
516,615
 

See accompanying notes.


COMMUNITY WEST BANCSHARES
CONSOLIDATED INCOME STATEMENTS (UNAUDITED)

   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June30,
 
   
2007
   
2006
   
2007
   
2006
 
   
(dollars in thousands, except per share amounts)
 
INTEREST INCOME
                       
Loans
  $
10,930
    $
8,899
    $
21,365
    $
17,415
 
Investment securities
   
459
     
380
     
903
     
729
 
Other
   
235
     
98
     
404
     
282
 
Total interest income
   
11,624
     
9,377
     
22,672
     
18,426
 
INTEREST EXPENSE
                               
Deposits
   
4,431
     
3,113
     
8,543
     
5,953
 
Other borrowings
   
1,199
     
795
     
2,390
     
1,471
 
Total interest expense
   
5,630
     
3,908
     
10,933
     
7,424
 
NET INTEREST INCOME
   
5,994
     
5,469
     
11,739
     
11,002
 
Provision for loan losses
    (63 )    
144
     
222
     
325
 
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
   
6,057
     
5,325
     
11,517
     
10,677
 
NON-INTEREST INCOME
                               
Gains from loan sales, net
   
228
     
502
     
332
     
826
 
Other loan fees
   
802
     
612
     
1,545
     
1,256
 
Other
   
372
     
465
     
700
     
824
 
Total non-interest income
   
1,402
     
1,579
     
2,577
     
2,906
 
NON-INTEREST EXPENSES
                               
Salaries and employee benefits
   
3,641
     
3,207
     
7,243
     
6,424
 
Occupancy and equipment expenses
   
635
     
582
     
1,225
     
1,151
 
Other operating expenses
   
1,027
     
898
     
2,034
     
1,622
 
Total non-interest expenses
   
5,303
     
4,687
     
10,502
     
9,197
 
Income before provision for income taxes
   
2,156
     
2,217
     
3,592
     
4,386
 
Provision for income taxes
   
904
     
928
     
1,514
     
1,838
 
                                 
NET INCOME
  $
1,252
    $
1,289
    $
2,078
    $
2,548
 
                                 
INCOME PER SHARE – BASIC
  $
.21
    $
.22
    $
.36
    $
.44
 
INCOME PER SHARE – DILUTED
  $
.21
    $
.21
    $
.34
    $
.43
 
Basic weighted average number of common shares outstanding
   
5,856
     
5,781
     
5,840
     
5,774
 
Diluted weighted average number of common shares outstanding
   
6,038
     
6,000
     
6,035
     
5,988
 

See accompanying notes.

 
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)


               
Accumulated
       
               
Other
   
Total
 
   
Common Stock
   
Retained
   
Comprehensive
   
Stockholders’
 
   
Shares
   
Amount
   
Earnings
   
Income (Loss)
   
Equity
 
                               
   
(in thousands)
 
BALANCES AT
                             
JANUARY 1, 2007
   
5,815
    $
30,794
    $
16,169
    $ (143 )   $
46,820
 
Exercise of stock options
   
48
     
304
                     
304
 
Stock-based compensation
           
87
                     
87
 
Tax benefit from stock options
           
40
                     
40
 
Comprehensive income:
                                   
2,078
 
Net income
                   
2,078
                 
Change in unrealized loss on securities available-for-sale, net
                           
24
     
24
 
Comprehensive income
                                   
2,102
 
Cash dividends paid
                                       
($0.12 per share)
                    (701 )             (701 )
BALANCES AT
                                       
JUNE 30, 2007
   
5,863
    $
31,225
    $
17,546
    $ (119 )   $
48,652
 

See accompanying notes.

 
COMMUNITY WEST BANCSHARES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

   
Six Months Ended June 30,
 
   
2007
   
2006
 
   
(in thousands)
 
CASH FLOWS FROM OPERATING ACTIVITIES:
           
Net income
  $
2,078
    $
2,548
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Provision for loan losses
   
222
     
325
 
Depreciation and amortization
   
231
     
243
 
Stock-based compensation
   
87
     
79
 
Net amortization of discounts and premiums for investment securities
   
3
     
7
 
Gains on:
               
Sale of other real estate owned
   
-
     
17
 
Sale of loans held for sale
    (332 )     (448 )
Loans originated for sale, net
   
2,041
     
2,473
 
Changes in:
               
Servicing rights, net of amortization and valuation adjustments
   
430
     
482
 
Other assets
    (1,657 )    
609
 
Other liabilities
   
158
      (27 )
Net cash provided by operating activities
   
3,261
     
6,308
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
Purchase of held-to-maturity securities
    (5,930 )    
-
 
Purchase of available-for-sale securities
   
-
      (3,976 )
Purchase of Federal Home Loan Bank stock
    (118 )     (344 )
Federal Home Loan Bank stock dividend
    (117 )     (69 )
Principal pay downs and maturities of held-to-maturity securities
   
1,631
     
1,046
 
Principal pay downs and maturities of available-for-sale securities
   
1,152
     
2,877
 
Loan originations and principal collections, net
    (35,042 )     (29,745 )
Proceeds from sale of other real estate owned
   
-
     
99
 
Net increase in time deposits in other financial institutions
    (119 )     (2 )
Purchase of premises and equipment, net
    (449 )     (322 )
Net cash used in investing activities
    (38,992 )     (30,436 )
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Exercise of stock options
   
304
     
219
 
Cash dividends paid on common stock
    (701 )     (635 )
Net increase (decrease)  in demand deposits and savings accounts
   
19,983
      (15,346 )
Net increase in time certificates of deposit
   
22,352
     
29,991
 
Proceeds from Federal Home Loan Bank advances
   
32,000
     
12,000
 
Repayment of Federal Home Loan Bank advances
    (31,000 )     (4,000 )
Net cash provided by financing activities
   
42,938
     
22,229
 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
   
7,207
      (1,899 )
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
   
11,343
     
13,732
 
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $
18,550
    $
11,833
 
                 
Supplemental Disclosure of Cash Flow Information:
               
Cash paid for interest
  $
8,820
    $
6,568
 
Cash paid for income taxes
   
3,097
     
2,016
 
Supplemental Disclosure of Noncash Investing Activity:
               
Transfers to other real estate owned
   
-
     
116
 
 
See accompanying notes.


COMMUNITY WEST BANCSHARES
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
 
The interim consolidated financial statements reflect all adjustments and reclassifications that, in the opinion of management, are necessary for the fair presentation of the results of operations and financial condition for the interim period. The unaudited consolidated financial statements include Community West Bancshares (“CWBC") and its wholly-owned subsidiary, Community West Bank, N.A. ("CWB" or the “Bank”).  CWBC and CWB are referred to herein as “the Company”.  The accompanying unaudited condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required for complete financial statements. In the opinion of management, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair statement have been reflected in the financial statements. However, the results of operations for the six-month period ended June 30, 2007 are not necessarily indicative of the results to be expected for the full year.
 
These unaudited consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto of Community West Bancshares included in the Company's Annual Report on Form 10-K for the year ended December 31, 2006.
 
1.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Provision and Allowance for Loan Losses The Company maintains a detailed, systematic analysis and procedural discipline to determine the amount of the allowance for loan losses (“ALL”).  The ALL is based on estimates and is intended to be adequate to provide for probable losses inherent in the loan portfolio.  This process involves deriving probable loss estimates that are based on individual loan loss estimation, migration analysis/historical loss rates and management’s judgment.
 
The Company employs several methodologies for estimating probable losses.  Methodologies are determined based on a number of factors, including type of asset, risk rating, concentrations, collateral value and the input of the Special Assets group, functioning as a workout unit.
 
The ALL calculation for the different major loan types is as follows:
 
 
·
SBA – All loans are reviewed and classified loans are assigned a specific allowance.  Those not classified are assigned a pass rating.  A migration analysis and various portfolio specific factors are used to calculate the required allowance on those pass loans.
 
 
·
Relationship Banking – Includes commercial, commercial real estate and consumer loans.  Classified loans are assigned a specific allowance.  A migration analysis and various portfolio specific factors are used to calculate the required allowance on the remaining pass loans.
 
 
·
Manufactured Housing – An allowance is calculated on the basis of historical loss experience, risk rating, which is a combination of delinquency, value of collateral on classified loans and perceived risk in the product line.
 
 
·
Securitized Loans – The Company considers this a homogeneous portfolio and calculates the allowance based on statistical information provided by the servicer.  Charge-off history is calculated based on two methodologies; a 12-month historical trend analysis and by delinquency information.  The highest requirement of the two methods is used.
 
The Company calculates the required ALL on a monthly basis.  Any difference between estimated and actual observed losses from the prior month are reflected in the current period required ALL calculation and adjusted as deemed necessary.  The review of the adequacy of the allowance takes into consideration such factors as concentrations of credit, changes in the growth, size and composition of the loan portfolio, overall and individual portfolio quality, review of specific problem loans, collateral, guarantees and economic conditions that may affect the borrowers' ability to pay and/or the value of the underlying collateral.  Additional factors considered include: geographic location of borrowers, changes in the Company’s product-specific credit policy and lending staff experience.  These estimates depend on the outcome of future events and, therefore, contain inherent uncertainties.
 
The Company's ALL is maintained at a level believed adequate by management to absorb known and inherent probable losses on existing loans.  A provision for loan losses is charged to expense.  The allowance is charged for losses when management believes that full recovery on the loan is unlikely.  Generally, the Company charges off any loan classified as a "loss" portions of loans which are deemed to be uncollectible; overdrafts which have been outstanding for more than 30 days; and, all other unsecured loans past due 120 or more days.  Subsequent recoveries, if any, are credited to the ALL.


Servicing Rights  The guaranteed portion of certain SBA loans can be sold into the secondary market.  Servicing rights are recognized as separate assets when loans are sold with servicing retained.  Servicing rights are amortized in proportion to, and over the period of, estimated future net servicing income.  The Company uses industry prepayment statistics and its own prepayment experience in estimating the expected life of the loans.  Management periodically evaluates servicing rights for impairment.  Servicing rights are evaluated for impairment based upon the fair value of the rights as compared to amortized cost on a loan-by-loan basis.  Fair value is determined using discounted future cash flows calculated on a loan-by-loan basis and aggregated to the total asset level.  The initial servicing rights and resulting gain on sale are calculated based on the difference between the best actual par and premium bids on an individual loan basis.
 
Other Real Estate Owned – Other real estate owned (“OREO”) is real estate acquired through foreclosure on the collateral property and is recorded at fair value at the time of foreclosure less estimated costs to sell.  Any excess of loan balance over the fair value of the OREO is charged-off against the allowance for loan losses.  Subsequent to foreclosure, management periodically performs a new valuation and the asset is carried at the lower of carrying amount or fair value less cost of disposal.  Operating expenses or income, and gains or losses on disposition of such properties, are recorded in current operations.
 
Recent Accounting Pronouncements– In June 2006, the FASB issued Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the law is uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted this Statement on January 1, 2007. The adoption of FIN 48 did not have a material effect to our financial statements. We have concluded that there are no significant uncertain tax positions requiring recognition in our financial statements.  
 
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under U.S. GAAP. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective prospectively for fiscal years beginning after November 15, 2007. The Company will adopt SFAS 157 on January 1, 2008, and is currently assessing the impact of the adoption of this Statement.
 
In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 would allow the Company an irrevocable election to measure certain financial assets and liabilities at fair value, with unrealized gains and losses on the elected items recognized in earnings at each reporting period. The fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. The election is applied on an instrument by instrument basis, with a few exceptions, and is applied only to entire instruments and not to portions of instruments. SFAS 159 also provides expanded disclosure requirements regarding the effects of electing the fair value option on the financial statements. SFAS 159 is effective prospectively for fiscal years beginning after November 15, 2007. The Company is currently evaluating this Statement and has not yet determined the financial assets and liabilities, if any, for which the fair value option would be elected or the potential impact on the consolidated financial statements, if such election were made.
 
2.
LOAN SALES AND SERVICING
 
SBA Loan Sales - The Company occasionally sells the guaranteed portion of selected SBA loans into the secondary market, on a servicing-retained basis.  The Company retains the unguaranteed portion of these loans and services the loans as required under the SBA programs to retain specified yield amounts.  The SBA program stipulates that the Company retains a minimum of 5% of the loan balance, which is unguaranteed.  The percentage of each unguaranteed loan in excess of 5% may be periodically sold to a third party, typically for a cash premium.  The Company records servicing liabilities for the unguaranteed loans sold calculated based on the present value of the estimated future servicing costs associated with each loan.  The balance of all servicing rights and obligations is subsequently amortized over the estimated life of the loans using an estimated prepayment rate of 25-30%.  Quarterly, the servicing assets and I/O strips are analyzed for impairment.

The Company also periodically sells certain SBA loans into the secondary market, on a servicing-released basis, typically for a cash premium.
 
As of June 30, 2007 and December 31, 2006, the Company had approximately $93.2 million and $73.6 million, respectively, in SBA loans held for sale.

 
Mortgage Loan Sales– The Company enters into mortgage loan rate lock commitments (normally for 30 days) with potential borrowers.  In conjunction therewith, the Company enters into a forward sale commitment to sell the locked loan to a third party investor.  This forward sale agreement requires delivery of the loan on a “best efforts” basis but does not obligate the Company to deliver if the mortgage loan does not fund.
 
The mortgage rate lock agreement and the forward sale agreement qualify as derivatives under SFAS No. 133, as amended.  The value of these derivatives is generally equal to the fee, if any, charged to the borrower at inception but may fluctuate in the event of changes in interest rates.  These derivative financial instruments are recorded at fair value, if material.  Although the Company does not attempt to qualify these transactions for the special hedge accounting afforded by SFAS No. 133, management believes that changes in the fair value of the two commitments generally offset and create an effective hedge.  At June 30, 2007 and December 31, 2006, the Company had $1.3 million and $4.7 million, respectively, in outstanding mortgage loan rate lock and forward sale commitments, the impact of which was not material to the Company’s financial position or results of operations.
 
3.
LOANS HELD FOR INVESTMENT
 
The composition of the Company’s loans held for investment and securitized loan portfolio follows:
   
June 30,
   
December 31,
 
   
2007
   
2006
 
   
(in thousands)
 
Commercial
  $
62,724
    $
53,725
 
Real estate
   
129,834
     
135,902
 
SBA
   
30,040
     
29,712
 
Manufactured housing
   
156,437
     
142,804
 
Securitized
   
8,674
     
9,950
 
Other installment
   
8,223
     
8,301
 
 
   
395,932
     
380,394
 
Less:
               
Allowance for loan losses
   
4,047
     
3,926
 
Deferred fees, net of costs
   
85
     
17
 
Purchased premiums on securitized loans
    (97 )     (128 )
Discount on SBA loans
   
605
     
802
 
Loans held for investment, net
  $
391,292
    $
375,777
 
 
An analysis of the allowance for credit losses for loans held for investment follows for the three and six months ended:
 
   
Three Months Ended
 
   
  June 30,   
 
   
2007
   
2006
 
   
(in thousands)
 
Balance, beginning of period
  $
4,110
    $
3,908
 
Provision for loan losses
    (63 )    
144
 
Loans charged off
    (37 )     (104 )
Recoveries on loans previously charged off
   
37
     
49
 
Balance, end of period
  $
4,047
    $
3,997
 
 
As of June 30, 2007, the Company also had an $80,000 reserve for credit losses on undisbursed loans included in other liabilities.
 
   
Six Months Ended
 
   
June 30, 
 
   
2007
   
2006
 
   
(in thousands)
 
Balance, beginning of period
  $
3,926
    $
3,954
 
Provision for loan losses
   
222
     
325
 
Loans charged off
    (180 )     (336 )
Recoveries on loans previously charged off
   
79
     
54
 
Balance, end of period
  $
4,047
    $
3,997
 

 
The recorded investment in loans that is considered to be impaired:
 
   
June 30,
   
December 31,
 
   
2007
   
2006
 
   
(in thousands)
 
Impaired loans without specific valuation allowances
  $
38
    $
63
 
Impaired loans with specific valuation allowances
   
6,271
     
5,145
 
Specific valuation allowances allocated to impaired loans
    (871 )     (641 )
Impaired loans, net
  $
5,438
    $
4,567
 
                 
Average investment in impaired loans
  $
6,128
    $
4,074
 
 
4.
EARNINGS PER SHARE
 
Earnings per share – Basic has been computed based on the weighted average number of shares outstanding during each period.  Earnings per share – Diluted has been computed based on the weighted average number of shares outstanding during each period plus the dilutive effect of granted options.  Earnings per share were computed as follows:
 
   
Three Months Ended 
   
Six Months Ended  
 
   
    June 30,
   
June 30,
 
   
2007
   
2006
   
2007
   
2006
 
   
(dollars in thousands except per share amounts)
 
Weighted average shares – Basic
   
5,856
     
5,781
     
5,840
     
5,774
 
Dilutive effect of options
   
182
     
219
     
195
     
214
 
Weighted average shares – Diluted
   
6,038
     
6,000
     
6,035
     
5,988
 
                                 
Net income
  $
1,252
    $
1,289
    $
2,078
    $
2,548
 
Earnings per share – Basic
   
.21
     
.22
     
.36
     
.44
 
Earnings per share – Diluted
   
.21
     
.21
     
.34
     
.43
 
 
5.
BORROWINGS
 
Federal Home Loan Bank AdvancesThe Company has a blanket lien credit line with the Federal Home Loan Bank (“FHLB”).  Advances are collateralized in the aggregate by CWB’s eligible loans and securities.  Total FHLB advances were $96.0 million and $95.0 million at June 30, 2007 and December 31, 2006, respectively, and include $13.5 million and $44.5 million, respectively, borrowed at variable rates which adjust to the current LIBOR rate either monthly or quarterly.  At June 30, 2007 and December 31, 2006, CWB had securities pledged to FHLB of $31.7 million at carrying value and loans of $167.9 million, and $32.4 million at carrying value and loans of $160.2 million, respectively. Total FHLB interest expense for the six months ended June 30, 2007 and 2006 was $2.4 million and $1.5 million, respectively.  At June 30, 2007, CWB had $20.9 million available for additional borrowing.
 

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This discussion is designed to provide insight into management’s assessment of significant trends related to the Company's consolidated financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.  It should be read in conjunction with the unaudited interim consolidated financial statements and notes thereto and the other financial information appearing elsewhere in this report.
 
Forward Looking Statements
 
This Report on Form 10-Q contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Those forward-looking statements include statements regarding the intent, belief or current expectations of the Company and its management.  Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements.  The Company does not undertake any obligation to revise or update publicly any forward-looking statements for any reason.
 
The following discussion should be read in conjunction with the Company’s financial statements and the related notes provided under "Item 1—Financial Statements" above.
 
Overview of Earnings Performance
 
The Company earned net income of $1.3 million, or $0.21 per basic share and $0.21 per diluted share, for the second quarter 2007.  This represents a slight decline of 2.9% in net income over the comparable period of 2006.  For the six months ended June 30, 2007, the company earned $2.1 million, or $0.36 per basic share and $0.34 per diluted share, an 18.4% decline from the comparable period 2006.
 
The significant factors impacting net income for the second quarter of 2007 and the six months ended June 30, 2007 were:
 
 
·
a 24.0% increase in interest income primarily due to higher average loan balances which were $483 million for the second quarter 2007 compared to $402 million for the same period of 2006
 
 
·
an interest rate environment that continues to compress margins, contributing to a slight decline in net interest margin to 4.45% for the second quarter  2007 compared to 4.93% for the same period of 2006
 
 
·
decline in gains on loan sales as less SBA loans were sold in the second quarter  2007 compared to 2006
 
 
·
stable overall portfolio credit quality
 
 
·
an increase in non-interest expenses primarily the result of the Company’s focus on growth which included a new branch opened in the fourth quarter 2006
 
The Company continues to focus on growing its loan portfolio despite increased industry-wide competition and a challenging interest rate environment.
 
Critical Accounting Policies
 
The Company believes that the following discussion addresses the Company’s most critical accounting policies, which are those that are most important to the portrayal of the Company’s financial condition and results of operations and require management’s most difficult, subjective and complex judgments.
 
A number of critical accounting policies are used in the preparation of the Company’s consolidated financial statements.  These policies relate to areas of the financial statements that involve estimates and judgments made by management.  These include: provision and allowance for loan losses and the valuation of servicing rights.  These critical accounting policies are discussed in the Company’s 2006 10-K with a description of how the estimates are determined and an indication of the consequences of an over or under estimate.
 
Recent Accounting Pronouncements– In June 2006, the FASB issued Interpretation 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), an interpretation of FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the law is uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company adopted this Statement on January 1, 2007. The adoption of FIN 48 did not have a material effect to our financial statements. We have concluded that there are no significant uncertain tax positions requiring recognition in our financial statements.  \
 
 
In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 addresses how companies should measure fair value when they are required to use a fair value measure for recognition or disclosure purposes under U.S. GAAP. SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. SFAS 157 is effective prospectively for fiscal years beginning after November 15, 2007. The Company will adopt SFAS 157 on January 1, 2008, and is currently assessing the impact of the adoption of this Statement.
 
In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS 159”). SFAS 159 would allow the Company an irrevocable election to measure certain financial assets and liabilities at fair value, with unrealized gains and losses on the elected items recognized in earnings at each reporting period. The fair value option may only be elected at the time of initial recognition of a financial asset or financial liability or upon the occurrence of certain specified events. The election is applied on an instrument by instrument basis, with a few exceptions, and is applied only to entire instruments and not to portions of instruments. SFAS 159 also provides expanded disclosure requirements regarding the effects of electing the fair value option on the financial statements. SFAS 159 is effective prospectively for fiscal years beginning after November 15, 2007. The Company is currently evaluating this Statement and has not yet determined the financial assets and liabilities, if any, for which the fair value option would be elected or the potential impact on the consolidated financial statements, if such election were made.
 
Results of Operations –Second Quarter Comparison
 
The following table sets forth for the periods indicated, certain items in the consolidated income statements of the Company and the related changes between those periods:
 
   
Three Months Ended
       
   
   June 30,
   
Increase 
 
   
2007
   
2006
   
(Decrease)
 
   
(dollars in thousands, except per share amounts)
 
Interest income
  $
11,624
    $
9,377
    $
2,247
 
Interest expense
   
5,630
     
3,908
     
1,722
 
Net interest income
   
5,994
     
5,469
     
525
 
Provision for loan losses
    (63 )    
144
      (207 )
Net interest income after provision for loan losses
   
6,057
     
5,325
     
732
 
Non-interest income
   
1,402
     
1,579
      (177 )
Non-interest expenses
   
5,303
     
4,687
     
616
 
Income before provision for income taxes
   
2,156
     
2,217
      (61 )
Provision for income taxes
   
904
     
928
      (24 )
Net income
  $
1,252
    $
1,289
    $ (37 )
Earnings per share – Basic
  $
.21
    $
.22
    $ (.01 )
Earnings per share – Diluted
  $
.21
    $
.21
    $
-
 
Comprehensive income
  $
1,261
    $
1,220
    $
41
 

 
The following table sets forth the changes in interest income and expense attributable to changes in rate and volume:
 
   
Three Months Ended
 
   
June 30,
 
   
2007 versus 2006
 
   
Total
   
Change due to 
 
   
  change 
   
Rate
   
 Volume
 
   
(in thousands)
 
Loans, net
  $
2,031
    $
231
    $
1,800
 
Investment securities
   
79
     
33
     
46
 
Other
   
137
     
11
     
126
 
Total interest-earning assets
   
2,247
     
275
     
1,972
 
                         
Deposits
   
1,318
     
559
     
759
 
Other borrowings
   
404
     
39
     
365
 
Total interest-bearing liabilities
   
1,722
     
598
     
1,124
 
Net interest income
  $
525
    $ (323 )   $
848
 
 
Net Interest Income
Total interest income increased by $2.2 million, or 24.0%, for the second quarter 2007 compared to the second quarter 2006.  Loan interest income increased by $2.0 million, or 22.8%, for the second quarter 2007 compared to 2006.  $1.8 million of this increase was due to loan growth and $231,000 can be attributed to increases in interest rates.  Interest income from manufactured housing, real-estate commercial and construction, commercial and SBA loans increased by $736,000, $506,000, $352,000 and $601,000, respectively for the second quarter 2007 compared to 2006.  Average loan balances for these loan categories increased by 29.4%, 16.9%, 27.4% and 26.1%, respectively, compared to the second quarter 2006.  The securitized loan portfolio continues to pay down resulting in a decline in interest income of $112,000 or 28.6%, for the second quarter 2007 compared to 2006.
 
Total interest expense increased $1.7 million, or 44.1%, for the second quarter 2007 compared to 2006.  Interest on deposits increased $1.3 million, or 42.3%.  Of this increase, $759,000 was attributed to deposit growth and $559,000 to increased rates on deposits.  Interest expense on FHLB advances increased to $1.2 million for the second quarter 2007 compared to $795,000 for the same period of 2006.
 
Provision for Loan Losses
The provision for loan losses was a credit of $63,000 for the second quarter 2007 compared to a provision of $144,000 the same period in 2006.  The sale of unguaranteed SBA loans and the reduction of credit risk due to continuing paydown of the securitized loan portfolio contributed to the decline of $207,000 in the provision for loan loss.
 
Non-Interest Income
Non-interest income includes gains from sale of loans, loan document fees, service charges on deposit accounts, loan servicing fees and other revenues not derived from interest on earning assets. Total non-interest income declined by $177,000, or 11.2%, for the second quarter 2007 compared to the same period in 2006.  Gain on loan sales decreased by $274,000, or 54.6%, and other non-interest income decreased by $93,000, or 20.0%.  These decreases were primarily offset by an increase in other loan fees income of $190,000, or 31.0%, primarily due to an increase in premium income on the placement of SBA 504 loans.  There were no sales of guaranteed SBA loans in the second quarter 2007 compared to $2.6 million for the same period in 2006.
 
Non-Interest Expenses
Total non-interest expenses increased by $616,000, or 13.1%, for the second quarter 2007 compared to the same period of 2006, primarily due to overall staff growth, including an additional branch location and further development of two other branches that were added in the past two years.  As a result of this growth, salaries and employee benefits increased $434,000, or 13.5%, for the second quarter 2007 compared to 2006.  Other non-interest expenses increased by $182,000 or 12.3%, primarily due to increased rents, marketing and various other operating expenses.

 
Results of Operations –Six-Month Comparison
 
The following table sets forth for the periods indicated, certain items in the consolidated income statements of the Company and the related changes between those periods:
 
   
Six Months Ended   
       
   
June 30,    
   
Increase
 
   
2007
   
2006
   
(Decrease)
 
   
(dollars in thousands, except per share amounts)
 
Interest income
  $
22,672
    $
18,426
    $
4,246
 
Interest expense
   
10,933
     
7,424
     
3,509
 
Net interest income
   
11,739
     
11,002
     
737
 
Provision for loan losses
   
222
     
325
      (103 )
Net interest income after provision for loan losses
   
11,517
     
10,677
     
840
 
Non-interest income
   
2,577
     
2,906
      (329 )
Non-interest expenses
   
10,502
     
9,197
     
1,305
 
Income before provision for income taxes
   
3,592
     
4,386
      (794 )
Provision for income taxes
   
1,514
     
1,838
      (324 )
Net income
  $
2,078
    $
2,548
    $ (470 )
Earnings per share – Basic
  $
.36
    $
.44
    $ (.08 )
Earnings per share – Diluted
  $
.34
    $
.43
    $ (.09 )
Comprehensive income
  $
2,102
    $
2,429
    $ (327 )
 
The following table sets forth the changes in interest income and expense attributable to changes in rate and volume:
 
   
Six Months Ended
 
   
June 30,
 
   
2007 versus 2006
 
   
Total
   
Change due to 
 
     
change 
     
Rate 
     
Volume 
 
     
    (in thousands)     
 
Loans, net
  $
3,950
    $
350
    $
3,600
 
Investment securities
   
174
     
79
     
95
 
Other
   
122
     
44
     
78
 
Total interest-earning assets
   
4,246
     
473
     
3,773
 
                         
Deposits
   
2,590
     
1,192
     
1,398
 
Other borrowings
   
919
     
141
     
778
 
Total interest-bearing liabilities
   
3,509
     
1,333
     
2,176
 
Net interest income
  $
737
    $ (860 )   $
1,597
 
 
Net Interest Income
Net interest income increased by $737,000 for the first six months of 2007 compared to 2006.  Total interest income increased $4.2 million, or 23.0%, for the period ended June 30, 2007 compared to the same period in 2006.  The increase was primarily due to growth in earning assets.  Average loans increased by $82.0 million, or 20.8%, for the six months ended June 30, 2007 compared to the same period in 2006.  Loan interest income increased by $4.0 million, or 22.7%, for the first six months of 2007 compared to 2006 primarily due to increased loan volume which contributed $3.6 million of the total increase.  Interest income from the manufactured housing, commercial real-estate and construction, commercial and SBA loan portfolios increased by $1.6 million, $1.2 million, $714,000 and $786,000, respectively.  The securitized loan portfolio interest income declined by $263,000 through June of 2007 compared to 2006 due to the continuing pay down of this portfolio.

Total interest expense increased $3.5 million, or 47.3%, for the first six months of 2007 compared to 2006.  Interest on deposits increased by $2.6 million, or 43.5%, compared to 2006.  Of this increase, $1.4 million was attributed to deposit growth and $1.2 million to increased interest rates on deposits.  Interest expense on FHLB advances, increased $919,000, or 62.5%, for the first six months of 2007 compared to 2006 primarily the result of increased borrowing.  Net interest margin decreased to 4.47% from 5.03% through June 30, 2007 compared to 2006.

 
Provision for Loan Losses
The provision for loan losses declined $103,000 for the first six months of 2007 compared to 2006.  The sale of unguaranteed SBA loans and the continuing paydown of the securitized loan portfolio contributed to the decline.
 
Non-Interest Income
Total non-interest income declined by $329,000, or 11.3%, for the six months ended June, 30 2007 compared to the same period for 2006.  Non-interest income includes loan document fees, service charges on deposit accounts, gains on sale of loans, loan servicing fees and other revenues not derived from interest on earning assets.  The decline in non-interest income was primarily due to a $494,000 decrease in net gains from loan sales, $459,000 of which was SBA related.  In the ongoing effort to grow the SBA loan portfolio, the Company’s sold no SBA guaranteed loans in 2007 compared to $5.1 million in 2006.   There was also a decline in other income, primarily loan servicing, of $124,000.   These declines were partly offset by an increase of $289,000 in other loan fees, primarily due to an increase in premium income on the placement of SBA 504 loans.
 
Non-Interest Expenses
Total non-interest expenses increased by $1.3 million, or 14.2%, for the first six months of 2007 compared to the same period of 2006, primarily due to overall staff growth, including an additional branch location and further development of two other branches that were added in the past two years.  As a result of this growth, salaries and employee benefits increased $819,000, or 12.7%, compared to 2006.  Occupancy related costs increased $74,000 and other non-interest expenses increased by $412,000, primarily due to increased marketing and various other operating expenses.
 
Interest Rates and Differentials
 
The following table illustrates average yields on interest-earning assets and average rates on interest-bearing liabilities for the periods indicated.
 
   
Three Months  
   
Six Months 
 
   
   Ended June 30,
   
Ended June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Interest-earning assets:
 
(dollars in thousands)
 
Interest-earning deposits in other financial institutions:
                       
Average balance
  $
839
    $
510
    $
831
    $
536
 
Interest income
   
9
     
5
     
19
     
11
 
Average yield
    4.35 %     4.21 %     4.71 %     4.14 %
Federal funds sold:
                               
Average balance
  $
17,126
    $
7,681
    $
14,770
    $
12,010
 
Interest income
   
226
     
93
     
385
     
271
 
Average yield
    5.29 %     4.85 %     5.26 %     4.57 %
Investment securities:
                               
Average balance
  $
38,934
    $
35,030
    $
38,590
    $
34,536
 
Interest income
   
459
     
380
     
903
     
729
 
Average yield
    4.73 %     4.36 %     4.72 %     4.26 %
Gross loans, excluding securitized:
                               
Average balance
  $
473,658
    $
388,680
    $
466,254
    $
380,025
 
Interest income
   
10,651
     
8,508
     
20,779
     
16,566
 
Average yield
    9.02 %     8.78 %     8.99 %     8.79 %
Securitized loans:
                               
Average balance
  $
9,100
    $
13,037
    $
9,431
    $
13,640
 
Interest income
   
279
     
391
     
586
     
849
 
Average yield
    12.31 %     12.03 %     12.53 %     12.55 %
Total interest-earning assets:
                               
Average balance
  $
539,657
    $
444,938
    $
529,876
    $
440,747
 
Interest income
   
11,624
     
9,377
     
22,672
     
18,426
 
Average yield
    8.64 %     8.45 %     8.63 %     8.43 %

 
   
Three Months  
   
Six Months 
 
   
   Ended June 30,
   
 Ended June 30,
 
   
2007
   
2006
   
2007
   
2006
 
Interest-bearing liabilities:
 
(dollars in thousands)
 
Interest-bearing demand deposits:
     
Average balance
  $
60,186
    $
57,517
    $
55,187
    $
61,244
 
Interest expense
   
551
     
448
     
958
     
883
 
Average cost of funds
    3.67 %     3.12 %     3.50 %     2.91 %
Savings deposits:
                               
Average balance
  $
15,537
    $
15,109
    $
15,429
    $
15,330
 
Interest expense
   
137
     
109
     
266
     
210
 
Average cost of funds
    3.53 %     2.89 %     3.48 %     2.76 %
Time certificates of deposit:
                               
Average balance
  $
292,388
    $
234,723
    $
289,131
    $
229,821
 
Interest expense
   
3,743
     
2,556
     
7,319
     
4,860
 
Average cost of funds
    5.13 %     4.37 %     5.10 %     4.26 %
Other borrowings:
                               
Average balance
  $
97,581
    $
68,783
    $
97,099
    $
65,478
 
Interest expense
   
1,199
     
795
     
2,390
     
1,471
 
Average cost of funds
    4.93 %     4.64 %     4.96 %     4.53 %
Total interest-bearing liabilities:
                               
Average balance
  $
465,692
    $
376,132
    $
456,846
    $
371,873
 
Interest expense
   
5,630
     
3,908
     
10,933
     
7,424
 
Average cost of funds
    4.85 %     4.17 %     4.83 %     4.03 %
                                 
Net interest income
  $
5,994
    $
5,469
    $
11,739
    $
11,002
 
Net interest spread
    3.79 %     4.29 %     3.80 %     4.40 %
Net interest margin
    4.45 %     4.93 %     4.47 %     5.03 %
 
Average yields and rates are derived by dividing interest income by the average balances of interest-earning assets and by dividing interest expense by the average balances of interest-bearing liabilities for the periods indicated.  Amounts outstanding are averages of daily balances during the applicable periods.
 
Nonaccrual loans are included in the average balance of loans outstanding.
 
Net interest income is the difference between the interest and fees earned on loans and investments and the interest expense paid on deposits and other liabilities.  The amount by which interest income will exceed interest expense depends on the volume or balance of earning assets compared to the volume or balance of interest-bearing deposits and liabilities and the interest rate earned on those interest-earning assets compared to the interest rate paid on those interest-bearing liabilities.
 
Net interest margin is net interest income expressed as a percentage of average earning assets.  It is used to measure the difference between the average rate of interest earned on assets and the average rate of interest that must be paid on liabilities used to fund those assets.  To maintain its net interest margin, the Company must manage the relationship between interest earned and paid.
 
 
Financial Condition
 
Average total assets increased by $90 million, or 19.7%, to $545 million at June 30, 2007 compared to $455 million at June 30, 2006.  Average total equity increased by 9.8% to $48.1 million at June 30, 2007 from $43.8 million at June 30, 2006.  Average total gross loans at June 30, 2007 increased by $82 million, or 20.8%, to $475.7 from $393.7 million at June 30, 2006.  Average deposits also increased from $341.1 million at June 30, 2006 to $394.1 million as of June 30, 2007.
 
The book value per share increased to $8.30 at June 30, 2007 from $8.05 at December 31, 2006.
 
 
                     
Percent of  
 
Selected balance sheet accounts
 
June 30, 
   
December 31,  
   
Increase  
   
 Increase
 
( dollars in thousands)  
 2007
   
2006
   
(Decrease)
   
(Decrease)
 
                         
Cash and cash equivalents
  $
18,550
    $
11,343
    $
7,207
      63.5 %
Time deposits in other financial institutions
   
655
     
536
     
119
      22.2 %
Investment securities available-for-sale
   
20,987
     
22,097
      (1,110 )     (5.0 %)
Investment securities held-to-maturity
   
14,830
     
10,535
     
4,295
      40.8 %
Federal Home Loan Bank stock, at cost
   
4,700
     
4,465
     
235
      5.3 %
Federal Reserve Bank stock, at cost
   
812
     
812
     
-
     
-
 
Loans-held for sale
   
93,391
     
75,795
     
17,596
      23.2 %
Loans-held for investment, net
   
391,292
     
375,777
     
15,515
      4.1 %
Total Assets
   
561,876
     
516,615
     
45,261
      8.8 %
                                 
Total Deposits
   
411,082
     
368,747
     
42,335
      11.5 %
Federal Home Loan Bank advances
   
96,000
     
95,000
     
1,000
      1.1 %
                                 
Total Stockholders' Equity
   
48,652
     
46,820
     
1,832
      3.9 %
 
The following schedule shows the balance and percentage change in the various deposits:
 
                     
Percent of
   
   
June 30,
   
December 31,
   
Increase
   
Increase  
   
   
 2007
   
2006
   
(Decrease)
   
(Decrease) 
   
   
(dollars in thousands)
         
Non-interest-bearing deposits
  $
33,748
    $
33,033
    $
715
      2.2 %
Interest-bearing deposits
   
67,627
     
49,975
     
17,652
      35.3 %
Savings
   
16,138
     
14,522
     
1,616
      11.1 %
Time certificates of $100,000 or more (1)
   
68,388
     
70,398
      (2,010 )     (2.9 %)
Other time certificates (1)
   
225,181
     
200,819
     
24,362
      12.1 %
Total deposits
  $
411,082
    $
368,747
    $
42,335
      11.5 %
 
(1) Broker deposits of $104 million at December 31, 2006 which were previously classified as “Time certificates of $100,000 or more” have been included in “Other time certificates”.   While the Company purchases such deposits from brokers in increments greater than $100,000, the underlying deposits generally consist of retail units sold in small increments.
 
Nonaccrual, Past Due and Restructured Loans
 
A loan is considered impaired when, based on current information, it is probable that the Company will be unable to collect the scheduled payments of principal or interest under the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments.  Loans that experience insignificant payment delays or payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays or payment shortfalls on a case-by-case basis.  When determining the possibility of impairment, management considers the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower's prior payment record and the amount of the shortfall in relation to the principal and interest owed.  For collateral-dependent loans, the Company uses the fair value of collateral method to measure impairment.  All other loans, except for securitized loans, are measured for impairment based on the present value of future cash lows.  Impairment is measured on a loan-by-loan basis for all loans in the portfolio except for the securitized loans, which are evaluated for impairment on a collective basis.

 
The following schedule reflects recorded investment in loans that are considered to be impaired:
 
   
June 30,
   
December 31,
 
   
2007
   
2006
 
   
(in thousands)
 
Impaired loans without specific valuation allowances
  $
38
    $
63
 
Impaired loans with specific valuation allowances
   
6,271
     
5,145
 
Specific valuation allowances allocated to impaired loans
    (871 )     (641 )
Impaired loans, net
  $
5,438
    $
4,567
 
                 
Average investment in impaired loans
  $
6,128
    $
4,074
 
 
The following schedule reflects recorded investment at the dates indicated in certain types of loans:
 
   
June 30,
   
December 31,
 
   
2007
   
2006
 
   
(dollars in thousands)
 
Nonaccrual loans
  $
8,034
    $
7,417
 
SBA guaranteed portion of loans included above
    (5,085 )     (4,256 )
Nonaccrual loans, net
  $
2,949
    $
3,161
 
                 
Troubled debt restructured loans, gross
  $
15
    $
68
 
Loans 30 through 89 days past due with interest accruing
  $
6,007
    $
2,463
 
Allowance for loan losses to gross loans
    .83 %     .86 %
 
The increase in loans 30 through 89 days past due was primarily attributed to one loan for which management has determined that adequate collateral is available.
 
CWB generally repurchases the guaranteed portion of SBA loans from investors when those loans become past due 120 days.  After the foreclosure and collection process is complete, the SBA reimburses CWB for this principal balance.  Therefore, although these balances do not earn interest during this period, they generally do not result in a loss of principal to CWB.
 
 Liquidity and Capital Resources
 
Liquidity Management
 
The Company has established policies as well as analytical tools to manage liquidity.  Proper liquidity management ensures that sufficient funds are available to meet normal operating demands in addition to unexpected customer demand for funds, such as high levels of deposit withdrawals or increased loan demand, in a timely and cost effective manner.  The most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of core deposits.  Ultimately, public confidence is gained through profitable operations, sound credit quality and a strong capital position.  The Company’s liquidity management is viewed from a long-term and short-term perspective, as well as from an asset and liability perspective.  Management monitors liquidity through regular reviews of maturity profiles, funding sources and loan and deposit forecasts to minimize funding risk.  The Company has asset/liability committees (“ALCO”) at the Board and Bank management level to review asset/liability management and liquidity issues.  The Company maintains strategic liquidity and contingency plans.  Periodically, the Company has used short-term time certificates from other financial institutions to meet projected liquidity needs.
 
CWB has a credit line with the Federal Home Loan Bank (“FHLB”).  Advances are collateralized in the aggregate by CWB’s eligible mortgage loans and securities of the U.S Government and its agencies.  The outstanding advances at June 30, 2007 included $13.5 million borrowed at variable rates which adjust to the current LIBOR rate either monthly or quarterly and $82.5 million borrowed at fixed rates.  At June 30, 2007 and December 31, 2006, CWB had securities pledged to FHLB of $31.7 million at carrying value and loans of $167.9 million, and $32.4 million at carrying value and loans of $160.2 million, respectively.  At June 30, 2007, CWB had $20.9 million available for additional borrowing.
 
 
CWB also maintains three federal funds purchased lines for a total borrowing capacity of $18.5 million.
 
The Company, through the Bank, also has the ability as a member of the Federal Reserve System, to borrow at the discount window up to 50% of what is pledged at the Federal Reserve Bank.
 
The Company has not experienced disintermediation and does not believe this is a potentially probable occurrence.  The liquidity ratio of the Company was 24% at June 30, 2007 compared to 21% at December 31, 2006.  The Company’s liquidity ratio fluctuates in conjunction with loan funding demands.  The liquidity ratio consists of cash and due from banks, deposits in other financial institutions, available for sale investments, federal funds sold and loans held for sale, divided by total assets.
 
CWBC’s routine funding requirements primarily consist of certain operating expenses.  Normally, CWBC obtains funding to meet its obligations from dividends collected from its subsidiary and has the capability to issue debt securities.  Federal banking laws regulate the amount of dividends that may be paid by banking subsidiaries without prior approval.
 
Interest Rate Risk
 
The Company is exposed to different types of interest rate risks.  These risks include: lag, repricing, basis and prepayment risk.
 
 
·
Lag Risk – lag risk results from the inherent timing difference between the repricing of the Company’s adjustable rate assets and liabilities.  For instance, certain loans tied to the prime rate index may only reprice on a quarterly basis.  However, at a community bank such as CWB, when rates are rising, funding sources tend to reprice more slowly than the loans.  Therefore, for CWB, the effect of this timing difference is generally favorable during a period of rising interest rates and unfavorable during a period of declining interest rates.  This lag can produce some short-term volatility, particularly in times of numerous prime rate changes.
 
 
·
Repricing Risk– repricing risk is caused by the mismatch in the maturities / repricing periods between interest-earning assets and interest-bearing liabilities.  If CWB was perfectly matched, the net interest margin would expand during rising rate periods and contract during falling rate periods.  This is so since loans tend to reprice more quickly than do funding sources.  Typically, since CWB is somewhat asset sensitive, this would also tend to expand the net interest margin during times of interest rate increases.
 
 
·
Basis Risk– item pricing tied to different indices may tend to react differently, however, all CWB’s variable products are priced off the prime rate.
 
 
·
Prepayment Risk– prepayment risk results from borrowers paying down / off their loans prior to maturity.  Prepayments on fixed-rate products increase in falling interest rate environments and decrease in rising interest rate environments.  Since a majority of CWB’s loan originations are adjustable rate and set based on prime, and there is little lag time on the reset, CWB does not experience significant prepayments.  However, CWB does have more prepayment risk on its securitized and manufactured housing loans and its mortgage-backed investment securities.
 
Management of Interest Rate Risk
 
To mitigate the impact of changes in market interest rates on the Company’s interest-earning assets and interest-bearing liabilities, the amounts and maturities are actively managed.  Short-term, adjustable-rate assets are generally retained as they have similar repricing characteristics as our funding sources.  CWB sells mortgage products and a portion of its SBA loan originations.  While the Company has some interest rate exposure in excess of five years, it has internal policy limits designed to minimize risk should interest rates rise.  Currently, the Company does not use derivative instruments to help manage risk, but will consider such instruments in the future if the perceived need should arise.
 
Loan sales - The Company’s ability to originate, purchase and sell loans is also significantly impacted by changes in interest rates.  Increases in interest rates may also reduce the amount of loan and commitment fees received by CWB.  A significant decline in interest rates could also decrease the size of CWB’s servicing portfolio and the related servicing income by increasing the level of prepayments.
 
Capital Resources
 
The Company (on a consolidated basis) and CWB are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory - and possibly additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Company’s and CWB’s financial statements. Under capital adequacy guidelines and the egulatory framework for prompt corrective action, the Company and CWB must meet specific capital guidelines that involve quantitative measures of the Company’s and CWB’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Company’s and CWB’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.  Prompt corrective action provisions are not applicable to bank holding companies.

 
The Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) contains rules as to the legal and regulatory environment for insured depository institutions, including reductions in insurance coverage for certain kinds of deposits, increased supervision by the federal regulatory agencies, increased reporting requirements for insured institutions and new regulations concerning internal controls, accounting and operations.  The prompt corrective action regulations of FDICIA define specific capital categories based on the institutions’ capital ratios.  The capital categories, in declining order, are “well capitalized”, “adequately capitalized”, “undercapitalized”, “significantly undercapitalized” and “critically undercapitalized”.  To be considered “well capitalized”, an institution must have a core capital ratio of at least 5% and a total risk-based capital ratio of at least 10%.  Additionally, FDICIA imposes Tier I risk-based capital ratio of at least 6% to be considered “well capitalized”.  Tier I risk-based capital is, primarily, common stock and retained earnings, net of goodwill and other intangible assets.
 
Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the following table) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined).  The Company’s and CWB’s actual capital amounts and ratios as of June 30, 2007 and December 31, 2006 are presented in the table below:

 
 (dollars in thousands)
 
 
Total
Capital
   
Tier 1
Capital
   
Risk-
Weighted
Assets
   
Adjusted
Average
Assets
   
Total
Capital
 Ratio
   
Tier 1
Capital
Ratio
   
Tier 1
Leverage
Ratio
 
June 30, 2007
                                     
CWBC (Consolidated)
  $
52,664
    $
48,617
    $
471,667
    $
549,285
      11.17 %     10.31 %     8.85 %
CWB
   
48,555
     
44,508
     
471,678
     
545,094
     
10.29
     
9.44
     
8.17
 
                                                         
December 31, 2006
                                                       
                                                         
CWBC (Consolidated)
  $
50,692
    $
46,766
    $
442,571
    $
507,718
      11.45 %     10.57 %     9.21 %
CWB
   
46,842
     
42,916
     
442,624
     
503,800
     
10.58
     
9.70
     
8.52
 
                                                         
Well capitalized ratios
                                   
10.00
     
6.00
     
5.00
 
Minimum capital ratios
                             
8.00
     
4.00
     
4.00
 

The Company does not anticipate any material changes in its capital resources.  CWBC has common equity only and does not have any off-balance sheet financing arrangements.  The Company has not reissued any treasury stock nor does it have any immediate plans or programs to do so.
 
 Supervision and Regulation
 
Banking is a complex, highly regulated industry. The banking regulatory scheme serves not to protect investors, but is designed to maintain a safe and sound banking system, to protect depositors and the FDIC insurance fund, and to facilitate the conduct of sound monetary policy.  In furtherance of these goals, Congress and the states have created several largely autonomous regulatory agencies and enacted numerous laws that govern banks, bank holding companies and the banking industry.  Consequently, the Company's growth and earnings performance, as well as that of CWB, may be affected not only by management decisions and general economic conditions, but also by the requirements of applicable state and federal statutes and regulations and the policies of various governmental regulatory authorities, including the Board of Governors of the Federal Reserve Bank ("FRB”), the FDIC, and the Office of the Comptroller of the Currency ("OCC").  For a detailed discussion of the regulatory scheme governing the Company and CWB, please see the discussion in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2006 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operation – Supervision and Regulation."

 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
There has been no material change in the Company's market risk since the end of the last fiscal year.  For information about the Company's market risk, see the information contained in the Company's Annual Report on Form 10-K under the caption "Item 7A. Quantitative and Qualitative Disclosure about Market Risk," which is incorporated herein by this reference.
 
CONTROLS AND PROCEDURES
 
The Company’s Chief Executive Officer and Chief Financial Officer, with the participation of the Company’s management, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer believe that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective in making known to them material information relating to the Company (including its consolidated subsidiaries) required to be included in this report.
 
Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives.  The likelihood of achieving such objections is affected by limitations inherent in disclosure controls and procedures.  These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process.
 
There was no change in the Company’s internal control over financial reporting, known to the Chief Executive Officer or the Chief Financial Officer, hat occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
 
PART II – OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
 
The Company is involved in various litigation of a routine nature that is being handled and defended in the ordinary course of the Company’s business.  In the opinion of management, based in part on consultation with legal counsel, the resolution of these litigation matters will not have a material impact on the Company’s financial position or results of operations.
 
ITEM 1A.
RISK FACTORS
 
There have been no material changes in the risk factors previously disclosed under Item 1A of the Company’s 2006 Annual Report on Form 10-K .
 
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
None
 
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
 
None


ITEM 4.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
The Company held its 2007 annual meeting of shareholders (“Meeting”) on May 24, 2007.  At the Meeting, the Company’s shareholders considered and voted on the following matter:
 
1.  Election of Directors.  The Election of the following eight persons to the Board of Directors to serve until the 2008 Meeting and until their successors are elected and have qualified:
 
   
Votes For
   
Votes Withheld
 
   
 
   
 
 
Robert H. Bartlein
   
4,371,859
     
11,894
 
Jean W. Blois
   
4,375,209
     
8,544
 
John D. Illgen
   
4,376,739
     
7,014
 
Lynda J. Nahra
   
4,377,509
     
6,244
 
William R. Peeples
   
4,369,862
     
13,891
 
James R. Sims, Jr.
   
4,376,239
     
7,514
 
Kirk B. Stovesand
   
4,377,239
     
6,514
 
C. Richard Whiston
   
4,377,509
     
6,244
 

 
OTHER INFORMATION
 
None
 
EXHIBITS
 
Exhibits.
 
 
10.2
Employment Agreement date July 1, 2007 between Community West Bancshares and Charles G. Baltuskonis (incorporated by reference from the Registrant’s Form 8-K filed with the Commission on July 1, 2007).
 
 
31.1
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
 
 
31.2
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended.
 
 
*32.1
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C. 1350.
 
*This certification is furnished to, but shall not be deemed filed, with the Commission.  This certification shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange   Act of 1934, except to the extent that the Registrant specifically incorporates it by reference.

 
SIGNATURES

 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
COMMUNITY WEST BANCSHARES 
 
(Registrant)
    
    
Date: August 13, 2007
/s/Charles G. Baltuskonis 
 
Charles G. Baltuskonis 
 
Executive Vice President and 
 
Chief Financial Officer 
    
 
On Behalf of Registrant and as 
 
Principal Financial and Accounting Officer 

 
EXHIBIT INDEX

 
Exhibit Number 
 
Description of Document
 
     
10.2
 
Employment Agreement date July 1, 2007 between Community West Bancshares and Charles G. Baltuskonis (incorporated by reference from the Registrant’s Form 8-K filed with the Commission on July 1, 2007).
     
 
Certification of Chief Executive Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended.
     
 
Certification of Chief Financial Officer of the Registrant pursuant to Rule 13a-14(a) or Rule 15d- 14(a), promulgated under the Securities and Exchange Act of 1934, as amended. 
     
 
Certification of Chief Executive Officer and Chief Financial Officer of the Registrant pursuant to  Rule 13a-14(b) or Rule 15d-14(b), promulgated under the Securities Exchange Act of 1934, as amended, and 18 U.S.C.1350.
 
____________________  
*This certification is furnished to, but shall not be deemed filed, with the Commission.  This certification shall not be deemedto be incorporated by reference into any filing under the Securities Act of 1933 or the Securities ExchangeAct of 1934, except to the extent that the Registrant specifically incorporates it by reference.
 
 
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