COMMUNITY WEST BANCSHARES / - Quarter Report: 2007 March (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 March 31, 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
|
(I.R.S.
Employer Identification No.)
|
|||
or
organization)
|
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. x
Yes o
No
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
Number
of
shares of common stock of the registrant outstanding as of May
11,
2007: 5,852,185 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.
|
10
|
||
ITEM
3.
|
19
|
||
ITEM
4.
|
19
|
||
PART
II. OTHER
INFORMATION
|
|||
ITEM
1.
|
20
|
||
ITEM
1A
|
20
|
||
ITEM
2.
|
20
|
||
ITEM
3.
|
20
|
||
ITEM
4.
|
20
|
||
ITEM
5.
|
20
|
||
|
|||
ITEM
6.
|
20
|
||
PART
I - FINANCIAL INFORMATION
ITEM
1.
|
FINANCIAL
STATEMENTS
|
COMMUNITY
WEST BANCSHARES
CONSOLIDATED
BALANCE SHEETS
March
31,
2007
|
December
31,
2006
|
||||||
(unaudited)
|
|||||||
ASSETS
|
(dollars
in thousands)
|
||||||
Cash
and due from banks
|
$
|
5,181
|
$
|
4,190
|
|||
Federal
funds sold
|
19,083
|
7,153
|
|||||
Cash
and cash equivalents
|
24,264
|
11,343
|
|||||
Time
deposits in other financial institutions
|
655
|
536
|
|||||
Investment
securities available-for-sale, at fair value; amortized cost of $21,812
at
March 31, 2007 and $22,340 at December 31, 2006
|
21,593
|
22,097
|
|||||
Investment
securities held-to-maturity, at amortized cost; fair value of $11,383
at
March 31, 2007 and $10,437 at December 31, 2006
|
11,473
|
10,535
|
|||||
Federal
Home Loan Bank stock, at cost
|
4,621
|
4,465
|
|||||
Federal
Reserve Bank stock, at cost
|
812
|
812
|
|||||
Interest
only strips, at fair value
|
1,200
|
1,314
|
|||||
Loans:
|
|||||||
Loans
held for sale, at lower of cost or fair value
|
82,108
|
75,795
|
|||||
Loans
held for investment, net of allowance for loan losses of $4,110 at
March
31, 2007 and $3,926 at December 31, 2006
|
390,778
|
375,777
|
|||||
Total
loans
|
472,886
|
451,572
|
|||||
Servicing
rights
|
1,735
|
1,968
|
|||||
Other
real estate owned, net
|
356
|
356
|
|||||
Premises
and equipment, net
|
2,811
|
2,802
|
|||||
Other
assets
|
8,745
|
8,815
|
|||||
TOTAL
ASSETS
|
$
|
551,151
|
$
|
516,615
|
|||
LIABILITIES
|
|||||||
Deposits:
|
|||||||
Non-interest-bearing
demand
|
$
|
38,854
|
$
|
33,033
|
|||
Interest-bearing
demand
|
51,013
|
49,975
|
|||||
Savings
|
14,762
|
14,522
|
|||||
Time
certificates of $100,000 or more
|
195,790
|
174,666
|
|||||
Other
time certificates
|
99,711
|
96,551
|
|||||
Total
deposits
|
400,130
|
368,747
|
|||||
Federal
Home Loan Bank advances
|
98,000
|
95,000
|
|||||
Other
liabilities
|
5,422
|
6,048
|
|||||
Total
liabilities
|
503,552
|
469,795
|
|||||
STOCKHOLDERS'
EQUITY
|
|||||||
Common
stock, no par value; 10,000,000 shares
authorized; 5,846,868 shares issued and outstanding at March 31,
2007 and
5,814,568 at December 31, 2006
|
31,081
|
30,794
|
|||||
Retained
earnings
|
16,646
|
16,169
|
|||||
Accumulated
other comprehensive income (loss), net
|
(128
|
)
|
(143
|
)
|
|||
Total
stockholders' equity
|
47,599
|
46,820
|
|||||
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
551,151
|
$
|
516,615
|
See
accompanying notes.
COMMUNITY
WEST BANCSHARES
CONSOLIDATED
INCOME STATEMENTS (UNAUDITED)
Three
Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands, except
per
share amounts)
|
|||||||
INTEREST
INCOME
|
|||||||
Loans
|
$
|
10,435
|
$
|
8,516
|
|||
Investment
securities
|
444
|
349
|
|||||
Other
|
169
|
184
|
|||||
Total
interest income
|
11,048
|
9,049
|
|||||
INTEREST
EXPENSE
|
|||||||
Deposits
|
4,112
|
2,840
|
|||||
Other
borrowings
|
1,191
|
676
|
|||||
Total
interest expense
|
5,303
|
3,516
|
|||||
NET
INTEREST INCOME
|
5,745
|
5,533
|
|||||
Provision
for loan losses
|
285
|
181
|
|||||
NET
INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
|
5,460
|
5,352
|
|||||
NON-INTEREST
INCOME
|
|||||||
Gains
from loan sales, net
|
104
|
324
|
|||||
Other
loan fees
|
743
|
644
|
|||||
Other
|
328
|
359
|
|||||
Total
non-interest income
|
1,175
|
1,327
|
|||||
NON-INTEREST
EXPENSES
|
|||||||
Salaries
and employee benefits
|
3,602
|
3,217
|
|||||
Occupancy
and equipment expenses
|
590
|
569
|
|||||
Other
operating expenses
|
1,007
|
724
|
|||||
Total
non-interest expenses
|
5,199
|
4,510
|
|||||
Income
before provision for income taxes
|
1,436
|
2,169
|
|||||
Provision
for income taxes
|
610
|
910
|
|||||
NET
INCOME
|
$
|
826
|
$
|
1,259
|
|||
INCOME
PER SHARE - BASIC
|
$
|
0.14
|
$
|
0.22
|
|||
INCOME
PER SHARE - DILUTED
|
$
|
0.14
|
$
|
0.21
|
|||
Basic
weighted average number of common shares outstanding
|
5,824
|
5,767
|
|||||
Diluted
weighted average number of common shares outstanding
|
6,030
|
5,976
|
See
accompanying notes.
COMMUNITY
WEST BANCSHARES
CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
Common
Stock
|
Retained
|
Accumulated
Other
Comprehensive
|
Total
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
|
32
|
203
|
-
|
203
|
||||||||||||
Stock-based
compensation
|
44
|
44
|
||||||||||||||
Tax
benefit from stock options
|
40
|
40
|
||||||||||||||
Comprehensive
income:
|
||||||||||||||||
Net
income
|
826
|
-
|
826
|
|||||||||||||
Change
in unrealized losses on securities available-for-sale, net
|
15
|
15
|
||||||||||||||
Comprehensive
income
|
841
|
|||||||||||||||
Cash
dividends paid
|
||||||||||||||||
($0.06
per share)
|
|
|
(349
|
)
|
|
(349
|
)
|
|||||||||
BALANCES
AT
|
||||||||||||||||
MARCH
31, 2007
|
5,847
|
$
|
31,081
|
$
|
16,646
|
$
|
(128
|
)
|
$
|
47,599
|
See
accompanying notes.
COMMUNITY
WEST BANCSHARES
CONSOLIDATED
STATEMENTS OF CASH FLOWS (UNAUDITED)
Three
Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||||||
Net
income
|
$
|
826
|
$
|
1,259
|
|||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|||||||
Provision
for loan losses
|
285
|
181
|
|||||
Depreciation
and amortization
|
126
|
121
|
|||||
Stock-based
compensation
|
44
|
39
|
|||||
Net
amortization of discounts and premiums for investment
securities
|
8
|
6
|
|||||
Gains
on:
|
|||||||
Sale
of other real estate owned
|
-
|
17
|
|||||
Sale
of loans held for sale
|
(104
|
)
|
(244
|
)
|
|||
Loans
originated for sale and principal collections, net
|
1,319
|
8
|
|||||
Changes
in:
|
|||||||
Fair
value of interest only strips, net of accretion
|
114
|
232
|
|||||
Servicing
rights, net of amortization and valuation adjustments
|
233
|
269
|
|||||
Other
assets
|
46
|
39
|
|||||
Other
liabilities
|
(571
|
)
|
595
|
||||
Net
cash provided by operating activities
|
2,326
|
2,522
|
|||||
CASHFLOWS
FROM INVESTING ACTIVITIES:
|
|||||||
Purchase
of held-to-maturity securities
|
(2,000
|
)
|
-
|
||||
Purchase
of available-for-sale securities
|
-
|
(1,999
|
)
|
||||
Purchase
of Federal Home Loan Bank stock
|
(94
|
)
|
-
|
||||
Federal
Home Loan Bank stock dividend
|
(62
|
)
|
(31
|
)
|
|||
Principal
paydowns and maturities of held-to-maturity securities
|
1,052
|
734
|
|||||
Principal
paydowns and maturities of available-for-sale securities
|
530
|
2,409
|
|||||
Loan
originations and principal collections, net
|
(22,814
|
)
|
(1,722
|
)
|
|||
Proceeds
from sale of other real estate owned
|
-
|
99
|
|||||
Net
(increase) decrease in time deposits in other financial
institutions
|
(119
|
)
|
-
|
||||
Purchase
of premises and equipment, net
|
(135
|
)
|
(87
|
)
|
|||
Net
cash used in investing activities
|
(23,642
|
)
|
(597
|
)
|
|||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|||||||
Exercise
of stock options
|
203
|
210
|
|||||
Cash
dividends paid to shareholders
|
(349
|
)
|
(288
|
)
|
|||
Net
increase (decrease) in demand deposits and savings
accounts
|
7,099
|
(11,624
|
)
|
||||
Net
increase in time certificates of deposit
|
24,284
|
16,163
|
|||||
Proceeds
from Federal Home Loan Bank Advances
|
12,000
|
-
|
|||||
Repayments
of Federal Home Loan Bank Advances
|
(9,000
|
)
|
(2,000
|
)
|
|||
Net
cash provided by financing activities
|
34,237
|
2,461
|
|||||
NET
INCREASE IN CASH AND CASH EQUIVALENTS
|
12,921
|
4,386
|
|||||
CASH
AND CASH EQUIVALENTS, BEGINNING OF PERIOD
|
11,343
|
13,732
|
|||||
CASH
AND CASH EQUIVALENTS, END OF PERIOD
|
$
|
24,264
|
$
|
18,118
|
|||
Supplemental
Disclosure of Cash Flow Information:
|
|||||||
Cash
paid for interest
|
$
|
3,509
|
$
|
2,680
|
|||
Cash
paid for income taxes
|
447
|
151
|
|||||
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 three-month
period ended March 31, 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:
Ÿ
|
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.
|
Ÿ
|
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.
|
Ÿ
|
Manufactured
Housing - An allowance is calculated on the basis of risk rating,
which is
a combination of delinquency, value of collateral on classified loans
and
perceived risk in the product line.
|
Ÿ
|
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.
Interest
Only Strips and 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. Additionally, on certain SBA loan sales that occurred prior to 2003,
the
Company retained interest only strips (“I/O strips”), which represent the
present value of excess net cash flows generated by the difference between
(a)
interest at the stated rate paid by borrowers and (b) the sum of (i)
pass-through interest paid to third-party investors and (ii) contractual
servicing fees. The Company has not created any new I/O strips since
2002.
The
I/O
strips are classified as trading securities. Accordingly, the Company records
the I/O strips at fair value with the resulting increase or decrease in fair
value being recorded through operations in the current period. Quarterly, the
Company verifies the reasonableness of its valuation estimates by comparison
to
the results of an independent third party valuation analysis.
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. 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 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 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
March 31, 2007 and December 31, 2006, the Company had approximately $82 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 economic hedge. At March
31,
2007 and December 31, 2006, the Company had $4.2
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 loan portfolio
follows:
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Commercial
|
$
|
60,444
|
$
|
53,725
|
|||
Real
Estate
|
134,641
|
135,902
|
|||||
SBA
|
34,706
|
29,712
|
|||||
Manufactured
housing
|
148,514
|
142,804
|
|||||
Securitized
|
9,248
|
9,950
|
|||||
Other
installment
|
7,979
|
8,301
|
|||||
395,532
|
380,394
|
||||||
Less:
|
|||||||
Allowance
for loan losses
|
4110
|
3,926
|
|||||
Deferred
fees, net of costs
|
35
|
17
|
|||||
Purchased
premiums
|
(111
|
)
|
(128
|
)
|
|||
Discount
on SBA loans
|
720
|
802
|
|||||
Loans
held for investment, net
|
$
|
390,778
|
$
|
375,777
|
An
analysis of the allowance for credit losses for loans held for investment
follows:
Three
Months Ended
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Balance,
beginning of period
|
$
|
3,926
|
$
|
3,954
|
|||
Provision
for loan losses
|
285
|
181
|
|||||
Loans
charged off
|
(143
|
)
|
(231
|
)
|
|||
Recoveries
on loans previously charged off
|
42
|
4
|
|||||
Balance,
end of period
|
$
|
4,110
|
$
|
3,908
|
As
of
March 31, 2007, the Company also had a $147,000 reserve for credit losses on
undisbursed loans.
The
recorded investment in loans that is considered to be impaired:
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Impaired
loans without specific valuation allowances
|
$
|
41
|
$
|
63
|
|||
Impaired
loans with specific valuation allowances
|
6,313
|
5,145
|
|||||
Specific
valuation allowances allocated to impaired loans
|
(768
|
)
|
(641
|
)
|
|||
Impaired
loans, net
|
$
|
5,586
|
$
|
4,567
|
|||
Average
investment in impaired loans
|
$
|
6,055
|
$
|
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
March
31,
|
|||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Weighted
average shares - Basic
|
5,824
|
5,767
|
|||||
Dilutive
effect of options
|
206
|
209
|
|||||
Weighted
average shares - Diluted
|
6,030
|
5,976
|
5.
|
BORROWINGS
|
Federal
Home Loan Bank Advances
-
The
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 $98.0 million and $95.0 million at March
31, 2007 and December 31, 2006, respectively, and include $35.5 million and
$44.5 million, respectively, borrowed at variable rates which adjust to the
current LIBOR rate either monthly or quarterly. At March 31, 2007 and December
31, 2006, CWB had securities pledged to FHLB of $32.9 million at carrying value
and loans of $187.5 million, and $32.4 million at carrying value and loans
of
$160.2 million, respectively. Total FHLB interest expense for the three months
ended March 31, 2007 and 2006 was $1.2 million and $676,000, respectively.
At
March 31, 2007, CWB had $20.1 million available for additional borrowing.
ITEM
2.
|
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 $826,000, or $0.14 per diluted share, for the
first
quarter 2007 compared to $1.3 million, or $0.21 per diluted share, for the
first
quarter 2006.
The
significant factors impacting net income for the first quarter 2007
were:
Ÿ
|
a
22.1% increase in interest income primarily due to higher average
loan
balances which increased to $469 million for the first quarter 2007
compared to $385 million for the same period of
2006
|
Ÿ
|
an
interest rate environment characterized by a flat to inverted yield
curve
that contributed to, and may continue to cause, compressed margins,
which
declined to 4.48% for the three months ended March 31, 2007 from
5.14% for
the first quarter 2006
|
Ÿ
|
no
SBA 7(a) loan sales in the first quarter 2007 compared to $2.5 million
in
SBA 7(a) loan sales in the first quarter 2006 which resulted in decreased
gains on loan sales and loan servicing
fees
|
Ÿ
|
stable
overall portfolio credit quality
|
Ÿ
|
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 I/O strips and
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 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-First Quarter Comparison
The
following table sets forth for the periods indicated, certain items in the
consolidated statements of income of the Company and the related changes between
those periods:
Three
Months Ended
March
31,
|
Increase
|
|||||||||
2007
|
2006
|
(Decrease)
|
||||||||
Interest
income
|
$
|
11,048
|
$
|
9,049
|
$
|
1,999
|
||||
Interest
expense
|
5,303
|
3,516
|
1,787
|
|||||||
Net
interest income
|
5,745
|
5,533
|
212
|
|||||||
Provision
for loan losses
|
285
|
181
|
104
|
|||||||
Net
interest income after provision for loan losses
|
5,460
|
5,352
|
108
|
|||||||
Non-interest
income
|
1,175
|
1,327
|
(152
|
)
|
||||||
Non-interest
expenses
|
5,199
|
4,510
|
689
|
|||||||
Income
before provision for income taxes
|
1,436
|
2,169
|
(733
|
)
|
||||||
Provision
for income taxes
|
610
|
910
|
(300
|
)
|
||||||
Net
income
|
$
|
826
|
$
|
1,259
|
$
|
(433
|
)
|
|||
Earnings
per share - Basic
|
$
|
.14
|
$
|
.22
|
$
|
(.08
|
)
|
|||
Earnings
per share - Diluted
|
$
|
.14
|
$
|
.21
|
$
|
(.07
|
)
|
|||
Dividends
per common share
|
$
|
.06
|
$
|
.05
|
$
|
.01
|
||||
Comprehensive
income
|
$
|
841
|
$
|
1,209
|
$
|
(368
|
)
|
The
following table sets forth the changes in interest income and expense
attributable to changes in rate and volume:
Three
Months Ended
March
31,
|
||||||||||
2007
versus 2006
|
||||||||||
Total
|
Change
due to
|
|||||||||
change
|
Rate
|
Volume
|
||||||||
(in
thousands)
|
||||||||||
Loans,
net
|
$
|
1,919
|
$
|
119
|
$
|
1,800
|
||||
Investment
securities
|
95
|
46
|
49
|
|||||||
Other
|
(15
|
)
|
33
|
(48
|
)
|
|||||
Total
interest-earning assets
|
1,999
|
198
|
1,801
|
|||||||
Deposits
|
1,272
|
633
|
639
|
|||||||
Other
borrowings
|
515
|
102
|
413
|
|||||||
Total
interest-bearing liabilities
|
1,787
|
735
|
1,052
|
|||||||
Net
interest income
|
$
|
212
|
$
|
(537
|
)
|
$
|
749
|
Comparison
of Q1 2007 to Q1 2006
Net
Interest Income
Net
interest income increased by $212,000 for the first quarter 2007 compared to
2006. Total interest income increased $2.0 million, or 22.1%, for the first
quarter 2007 compared to 2006. The increase was primarily due to growth in
earning assets and market rate increases. Average loans increased by $83
million, or 21.5%, for the three months ended March 31, 2007 compared to the
same period in 2006. Loan interest income increased by $1.9 million, or 22.5%,
for the first quarter 2007 compared to 2006 primarily due to increased loan
volume which contributed $1.8 million of the total increase. Interest income
from the manufactured housing, commercial real-estate and construction,
commercial and SBA loan portfolios increased by $839,000, $697,000, $360,000
and
$182,000, respectively, for the first quarter of 2007 compared to 2006. The
securitized loan portfolio interest income declined by $151,000 for the first
quarter of 2007 compared to 2006 primarily the result of the declining portfolio
balance.
Total
interest expense increased $1.8 million, or 50.8%, for the first quarter 2007
compared to 2006. Interest on deposits increased by $1.3 million, or 44.8%,
for
the first quarter 2007 compared to 2006. Of this increase, $639,000 was
attributed to deposit growth and $633,000 to increased interest rates on
deposits. Interest expense on FHLB advances, increased $515,000, or 76.2%,
for
the first quarter 2007 compared to 2006 primarily the result of increased
borrowing. Net interest margin decreased to 4.48% from 5.17% for the first
quarter 2007 compared to 2006.
Provision
for Loan Losses
The
provision for loan losses increased $104,000 for the first quarter 2007 compared
to the first quarter 2006. This increase was primarily due to overall loan
portfolio growth. An increase in net impaired loans to $5.6 million at March
31,
2007 from $4.6 million at December 31, 2006 also contributed to the increased
provision for loan losses for the first quarter 2007 compared to
2006.
Non-Interest
Income
Total
non-interest income declined by $152,000, or 11.5%, for the first quarter 2007
compared to 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 $220,000 decrease in net gains from
loan sales. The Company’s strategic decision not to sell any SBA 7(a) loans in
the first quarter 2007 caused $159,000 of the decline. Net gains from the sale
of mortgage loans also declined by $61,000 for the first quarter 2007 compared
to 2006. These declines were partly offset by an increase of $100,000 in other
loan fees, primarily from SBA loans.
Non-Interest
Expenses
Total
non-interest expenses increased by $689,000, or 15.3%, for the first quarter
2007 compared to the same period of 2006, primarily due to Company growth.
As a
result of this growth, salaries and employee benefits increased $385,000, or
12.0%, for the first quarter 2007 compared to 2006. Other non-interest expenses
increased by $283,000, or 39.1%, primarily due to increased marketing,
professional services and various other operating expenses.
Interest
Rates and Differentials
The
following table illustrates average yields on our interest-earning assets and
average rates on our interest-bearing liabilities for the periods indicated.
These 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.
Three
Months
Ended
March 31,
|
|||||||
2007
|
2006
|
||||||
Interest-earning
assets:
|
(dollars
in thousands)
|
||||||
Interest-earning
deposits in other financial institutions
|
|||||||
Average
balance
|
$
|
822
|
$
|
562
|
|||
Interest
income
|
10
|
5
|
|||||
Average
yield
|
4.60
|
%
|
3.84
|
%
|
|||
Federal
funds sold:
|
|||||||
Average
balance
|
$
|
12,385
|
$
|
16,415
|
|||
Interest
income
|
159
|
179
|
|||||
Average
yield
|
5.22
|
%
|
4.42
|
%
|
|||
Investment
securities:
|
|||||||
Average
balance
|
$
|
38,246
|
$
|
34,030
|
|||
Interest
income
|
444
|
349
|
|||||
Average
yield
|
4.71
|
%
|
4.16
|
%
|
|||
Gross
loans, excluding securitized
|
|||||||
Average
balance
|
$
|
458,761
|
$
|
371,249
|
|||
Interest
income
|
10,128
|
8,058
|
|||||
Average
yield
|
8.95
|
%
|
8.80
|
%
|
|||
Securitized
loans:
|
|||||||
Average
balance
|
$
|
9,766
|
$
|
14,249
|
|||
Interest
income
|
307
|
458
|
|||||
Average
yield
|
12.73
|
%
|
13.02
|
%
|
|||
Total
interest-earning assets:
|
|||||||
Average
balance
|
$
|
519,980
|
$
|
436,505
|
|||
Interest
income
|
11,048
|
9,049
|
|||||
Average
yield
|
8.62
|
%
|
8.41
|
%
|
Three
Months
Ended
March 31
|
|||||||
2007
|
2006
|
||||||
Interest-bearing
liabilities:
|
(dollars
in thousands)
|
||||||
Interest-bearing
demand deposits:
|
|||||||
Average
balance
|
$
|
50,136
|
$
|
65,038
|
|||
Interest
expense
|
407
|
436
|
|||||
Average
cost of funds
|
3.29
|
%
|
2.72
|
%
|
|||
Savings
deposits:
|
|||||||
Average
balance
|
$
|
15,316
|
$
|
15,550
|
|||
Interest
expense
|
129
|
101
|
|||||
Average
cost of funds
|
3.42
|
%
|
2.64
|
%
|
|||
Time
certificates of deposit:
|
|||||||
Average
balance
|
$
|
285,834
|
$
|
224,864
|
|||
Interest
expense
|
3,576
|
2,303
|
|||||
Average
cost of funds
|
5.07
|
%
|
4.15
|
%
|
|||
Other
borrowings
|
|||||||
Average
balance
|
$
|
96,600
|
$
|
63,078
|
|||
Interest
expense
|
1,191
|
676
|
|||||
Average
cost of funds
|
5.00
|
%
|
4.35
|
%
|
|||
Total
interest-bearing liabilities:
|
|||||||
Average
balance
|
$
|
447,886
|
$
|
368,530
|
|||
Interest
expense
|
5,303
|
3,516
|
|||||
Average
cost of funds
|
4.80
|
%
|
3.87
|
%
|
|||
Net
interest income
|
$
|
5,745
|
$
|
5,533
|
|||
Net
interest spread
|
3.82
|
%
|
4.54
|
%
|
|||
Average
net margin
|
4.48
|
%
|
5.14
|
%
|
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 $83.8 million, or 18.6%, to $535.4 million for the
three months ended March 31, 2007 compared to $451.6 million for the comparable
period ended March 31, 2006. Average total gross loans increased by $83 million,
or 21.5%, to $468.5 million for the three months ended March 31, 2007 from
$385.5 million for the three months ended March 31, 2006. Average deposits
also
increased by 13.2% from $340.3 million for the three months ended March 31,
2006
to $385.2 million for the three months ended March 31, 2007.
The
book
value per share increased to $8.14 at March 31, 2007 from $8.05 at December
31,
2006.
Selected
balance sheet accounts
(dollars
in thousands)
|
March
31,
2007
|
December
31,
2006
|
Increase
(Decrease)
|
Percent
of
Increase
(Decrease)
|
|||||||||
Cash
and cash equivalents
|
$
|
24,264
|
$
|
11,343
|
$
|
12,921
|
113.9
|
%
|
|||||
Time
deposits in other financial institutions
|
655
|
536
|
119
|
22.2
|
%
|
||||||||
Investment
securities available-for-sale
|
21,593
|
22,097
|
(504
|
)
|
(2.3
|
%)
|
|||||||
Investment
securities held-to-maturity
|
11,473
|
10,535
|
938
|
8.9
|
%
|
||||||||
Federal
Home Loan Bank stock, at cost
|
4,621
|
4,465
|
156
|
3.5
|
%
|
||||||||
Federal
Reserve Bank stock, at cost
|
812
|
812
|
-
|
-
|
|||||||||
I/O
strips
|
1,200
|
1,314
|
(114
|
)
|
(8.7
|
%)
|
|||||||
Loans-Held
for sale
|
82,108
|
75,795
|
6,313
|
8.3
|
%
|
||||||||
Loans-Held
for investment, net
|
390,778
|
375,777
|
15,001
|
4.0
|
%
|
||||||||
Total
Assets
|
551,151
|
516,615
|
34,536
|
6.7
|
%
|
||||||||
Total
Deposits
|
400,130
|
368,747
|
31,383
|
8.5
|
%
|
||||||||
Federal
Home Loan Bank advances
|
98,000
|
95,000
|
3,000
|
3.2
|
%
|
||||||||
Total
Stockholders' Equity
|
47,599
|
46,820
|
779
|
1.7
|
%
|
The
following schedule shows the balance and percentage change in the various
deposits:
March
31,
2007
|
December
31,
2006
|
Increase
(Decrease)
|
Percent
of
Increase
(Decrease)
|
||||||||||
(dollars
in thousands)
|
|||||||||||||
Non-interest-bearing
deposits
|
$
|
38,854
|
$
|
33,033
|
$
|
5,821
|
17.6
|
%
|
|||||
Interest-bearing
deposits
|
51,013
|
49,975
|
1,038
|
2.1
|
%
|
||||||||
Savings
|
14,762
|
14,522
|
240
|
1.7
|
%
|
||||||||
Time
certificates of $100,000 or more
|
195,790
|
174,666
|
21,124
|
12.1
|
%
|
||||||||
Other
time certificates
|
99,711
|
96,551
|
3,160
|
3.3
|
%
|
||||||||
Total
deposits
|
$
|
400,130
|
$
|
368,747
|
$
|
31,383
|
8.5
|
%
|
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 flows.
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
recorded investment in loans that is considered to be impaired:
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(in
thousands)
|
|||||||
Impaired
loans without specific valuation allowances
|
$
|
41
|
$
|
63
|
|||
Impaired
loans with specific valuation allowances
|
6,313
|
5,145
|
|||||
Specific
valuation allowances allocated to impaired loans
|
(768
|
)
|
(641
|
)
|
|||
Impaired
loans, net
|
$
|
5,586
|
$
|
4,567
|
|||
Average
investment in impaired loans
|
$
|
6,055
|
$
|
4,074
|
The
following schedule reflects recorded investment at the dates indicated in
certain types of loans:
March
31,
|
December
31,
|
||||||
2007
|
2006
|
||||||
(dollars
in thousands)
|
|||||||
Nonaccrual
loans
|
$
|
7,099
|
$
|
7,417
|
|||
SBA
guaranteed portion of loans included above
|
(4,335
|
)
|
(4,256
|
)
|
|||
Nonaccrual
loans, net
|
$
|
2,764
|
$
|
3,161
|
|||
Troubled
debt restructured loans, gross
|
$
|
1,939
|
$
|
68
|
|||
Loans
30 through 89 days past due with interest accruing
|
5,598
|
2,463
|
|||||
Allowance
for loan losses to gross loans
|
.86
|
%
|
.86
|
%
|
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 March 31,
2007 include $35.5 million borrowed at variable rates which adjust to the
current LIBOR rate either monthly or quarterly and $62.5 million borrowed at
fixed rates. At March 31, 2007 and December 31, 2006, CWB had securities pledged
to FHLB of $32.9 million at carrying value and loans of $187.5 million, and
$32.4 million at carrying value and loans of $160.2 million, respectively.
At
March 31, 2007, CWB had $20.1 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 23%
at
March 31, 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.
Ÿ
|
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.
|
Ÿ
|
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.
|
Ÿ
|
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.
|
Ÿ
|
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 regulatory 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 March 31, 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
|
|||||||||||||||
March
31, 2007
|
||||||||||||||||||||||
CWBC
(Consolidated)
|
$
|
51,664
|
$
|
47,554
|
$
|
460,020
|
$
|
539,200
|
11.23
|
%
|
10.34
|
%
|
8.82
|
%
|
||||||||
CWB
|
47,612
|
43,502
|
459,948
|
535,228
|
10.35
|
9.46
|
8.13
|
|||||||||||||||
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."
ITEM
3.
|
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.
ITEM
4.
|
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, that 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
|
Not
applicable
ITEM
5.
|
OTHER
INFORMATION
|
None
ITEM
6.
|
EXHIBITS
|
Exhibits.
10.1
|
Employment
Agreement date January 1, 2007 between Community West Bancshares
and Lynda
J. Nahra (incorporated by reference from the Registrant’s Form 8-K filed
with the Commission on February 28,
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:
May 11, 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
|
||
10.1
|
Employment
Agreement date January 1, 2007 between Community West Bancshares
and Lynda
J. Nahra (incorporated by reference from the Registrant’s Form 8-K filed
with the Commission on February 28, 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 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.
22