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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 10-Q


ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2002

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 0-31525


COMMUNITY VALLEY BANCORP
(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction of
incorporation or organization)
  68-0479553
(IRS Employer ID Number)

2041 Forest Avenue, Chico, California
(Address of principal executive offices)

 

95928
(Zip code)

(530) 899-2344
(Registrant's telephone number, including area code)

not applicable
(Former name, former address and former fiscal year, if changed since last report.)


        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 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 o    No ý (This is the first Form 10-Q to be filed by Community Valley Bancorp)

        Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

        No par value Common Stock—1,997,705 shares outstanding at July 31, 2002.





PART 1—FINANCIAL INFORMATION
Item 1.    FINANCIAL STATEMENTS


COMMUNITY VALLEY BANCORP
CONSOLIDATED BALANCE SHEET
(Unaudited)

(In thousands)

  June 30,
2002

  December 31,
2001

 
ASSETS              
Cash and due from banks   $ 12,554   $ 12,402  
Federal funds sold     30,250     37,270  
Interest-bearing deposits in banks     1,486     694  
Investment securities (market value of $3,360 at June 30, 2002 and $3,037 at December 31, 2001)     3,321     3,007  
Loans, less allowance for loan losses of $2,647 at June 30, 2002 and $2,400 at December 31, 2001     217,493     203,854  
Bank premises and equipment, net     6,483     5,642  
Accrued interest receivable and other assets     10,473     9,595  
   
 
 
    $ 282,060   $ 272,464  
   
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY              
Deposits:              
  Non-interest bearing   $ 38,214   $ 45,838  
  Interest bearing     216,319     200,582  
   
 
 
    Total deposits     254,533     246,420  
Long-term debt     792     852  
Accrued interest payable and other liabilities     3,840     4,372  
   
 
 
    Total liabilities     259,165     251,644  
   
 
 
Commitments and contingencies              
Shareholders' equity:              
  Common stock—no par value; 17,777,777 shares authorized; issued and outstanding—1,997,205 shares at June 30, 2002 and 1,986,433 Shares at December 31, 2001     6,343     6,131  
  Unearned ESOP shares (52,088 shares at June 30, 2002 and 55,252 shares at December 31, 2001, at cost)     (876 )   (902 )
  Retained earnings     17,418     15,591  
  Accumulated other comprehensive income (Note 3)     10     0  
   
 
 
    Total shareholders' equity     22,895     20,820  
   
 
 
    $ 282,060   $ 272,464  
   
 
 

See Notes to Unaudited Consolidated Financial Statements

2



COMMUNITY VALLEY BANCORP
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)

 
  Three months
  Six months
(In thousands, except per share data)
For the periods ended June 30,

  2002
  2001
  2002
  2001
Interest income:                        
  Interest and fees on loans   $ 4,170   $ 4,780   $ 8,328   $ 9,419
  Interest on Federal funds sold     148     130     288     282
  Interest on deposits in banks     14     14     24     37
  Interest and dividends on investment securities:                        
    Taxable     20     27     34     57
    Exempt from Federal income taxes     26     31     51     62
    Dividends     1     1     1     1
   
 
 
 
      Total interest income     4,379     4,983     8,726     9,858
   
 
 
 
Interest expense:                        
  Interest on deposits     1,157     1,935     2,487     3,766
  Interest on long-term debt     10     12     20     28
   
 
 
 
Total interest expense     1,167     1,947     2,507     3,794
   
 
 
 
    Net interest income     3,212     3,036     6,219     6,064

Provision for loan losses

 

 

150

 

 

250

 

 

253

 

 

375
   
 
 
 
    Net interest income after provision for loan losses     3,062     2,786     5,966     5,689
   
 
 
 
Non-interest income     1,295     983     3,380     1,776
   
 
 
 
Non-interest expenses:                        
  Salaries and employee benefits     1,362     1,082     2,786     2,171
  Occupancy     169     122     316     236
  Furniture and equipment     238     215     419     434
    Other expense     954     703     2,961     1,434
   
 
 
 
    Total non-interest expenses     2,723     2,122     6,482     4,275
   
 
 
 
      Income before income taxes     1,634     1,647     2,864     3,190

Income taxes

 

 

662

 

 

632

 

 

639

 

 

1,233
   
 
 
 
      Net income   $ 972   $ 1,015   $ 2,225   $ 1,957
   
 
 
 
Basic earnings per share (Note 2)   $ .49   $ .54   $ 1.11   $ 1.05
   
 
 
 
Diluted earnings per share (Note 2)   $ .46   $ .50   $ 1.05   $ .97
   
 
 
 
Cash dividends per share of issued and outstanding common stock   $ .10   $ .10   $ .20   $ .10
   
 
 
 

See Notes to Unaudited Consolidated Financial Statements

3



COMMUNITY VALLEY BANCORP
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)

 
  Common Stock
   
   
  Accumulated
Other
Comprehensive
Income

   
   
(In thousands)

  Unearned
ESOP
Shares

  Retained
Earnings

  Shareholders'
Equity

  Comprehensive
Income

  Shares
  Amount
Balance, January 1, 2001   1,828,987   $ 5,145   $ (671 ) $ 12,370         $ 16,844      
Comprehensive income (Note 3):                                        
  Net income                     3,811           3,811   $ 3,811
                                     
Exercise of stock options and related tax benefit   157,446     908                       908      
Earned ESOP shares         78     61                 139      
Shares acquired by ESOP               (292 )               (292 )    
Cash dividends—$.30 per share                     (590 )         (590 )    
   
 
 
 
 
 
     
Balance, December 31, 2001   1,986,433   $ 6,131   $ (902 ) $ 15,591       $ 20,820      
Comprehensive income (Note 3):                                        
  Net income                     2,225           2,225   $ 2,225
  Other comprehensive income, net of tax:                                        
    Unrealized gains on available-for-sale investment Securities                           10     10     10
                         
 
 
    Total comprehensive income                                     $ 2,235
                                     
Exercise of stock options and related                                        
tax benefit   10,772     159                              
Earned ESOP shares         53     (26 )                      
Cash dividends                     (399 )         (399 )    
   
 
 
 
 
 
     
Balance, June 30, 2002   1,997,205   $ 6,343   $ (876 ) $ 17,418   $ 10   $ 22,895      
   
 
 
 
 
 
     

See Notes to Unaudited Consolidated Financial Statements

4



COMMUNITY VALLEY BANCORP
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)

(In thousands)
For the six months ended June 30,

  2002
  2001
 
Cash flows from operating activities:              
  Net income   $ 2,225   $ 1,957  
  Adjustments to reconcile net income to net cash provided by (used in) operating activities:              
    Provision for loan losses     253     375  
    Deferred loan origination costs, net     (62 )   (32 )
    Depreciation and amortization     311     348  
    Net decrease (increase) in loans held for sale     2,208     (5,630 )
    Increase (decrease) in cash surrender value of life insurance     102     (249 )
    Compensation expense on cashless exchange of stock options     79        
    Gain on sale of equipment     (160 )      
    Loss on sale of OREO     13     52  
    Deferred taxes     977     198  
    (Decrease) Increase in accrued interest receivable and other assets     (1,707 )   333  
    Decrease in accrued interest payable and other liabilities     (523 )   (21 )
   
 
 
      Net cash provided by (used in) operating activities     3,716     (2,669 )
   
 
 
Cash flows from investing activities:              
  Net (increase) decrease in interest-bearing deposits in banks     (792 )   890  
  Proceeds from called held-to-maturity investment securities     250        
  Purchase of held-to-maturity investment securities     (562 )      
  Purchase of bank premises and equipment     (1,184 )   (668 )
  Net increase in loans     (16,039 )   (27,864 )
   
 
 
      Net cash used in investing activities     (18,326 )   (27,642 )
   
 
 
Cash flows from financing activities:              
  Net increase in demand, interest-bearing and savings deposits   $ 25,216   $ 8,083  
  Net (decrease) increase in time deposits     (17,103 )   32,161  
  (Repayment of) proceeds from ESOP loan     (59 )   32  
  Payment of cash dividends     (398 )      
  Exercise of stock options     86     275  
    Net cash provided by financing activities     7,742     40,552  
   
 
 
    (Decrease) increase in cash and cash equivalents     (6,868 )   10,243  
Cash and cash equivalents at beginning of year     49,672     23,730  
   
 
 
Cash and cash equivalents at end of period   $ 42,804   $ 33,971  
   
 
 

See Notes to Unaudited Consolidated Financial Statements

5



COMMUNITY VALLEY BANCORP AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION

        In May, 2002, shareholders of Butte Community Bank (the "Bank") approved a plan of reorganization and merger whereby the Bank became a wholly-owned subsidiary of a newly formed bank holding company, Community Valley Bancorp. Management expects that the holding company structure will facilitate growth within the banking field and in areas related to banking, either by the creation of new subsidiaries or the acquisition of existing companies and banks.

        The accompanying unaudited consolidated financial statements of Community Valley Bancorp and subsidiary (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (which consist solely of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods presented have been included. These interim consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company's 2001 Annual Report to Shareholders.

        The consolidated financial statements include the accounts of the Company and its wholly owned bank subsidiary, Butte Community Bank. All significant inter-company balances and transactions have been eliminated in consolidation. The results of operations for the three-month and six-month periods ended June 30, 2002 may not necessarily be indicative of the operating results for the full year 2002.

2.    EARNINGS PER SHARE COMPUTATION

        Basic earnings per share are computed by dividing net income by the weighted average common shares outstanding for the period (1,998,696 and 1,997,925 shares for the three and six month periods ended June 30, 2002, and 1,885,098 and 1,859,098 shares for the three and six month periods ended June 30, 2001). Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised. Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period plus the dilutive effect of options (137,764 and 120,428 shares for the three and six month periods ended June 30, 2002 and 140,957 and 151,138 shares for the three and six month periods ended June 30, 2001). Earnings per share are retroactively adjusted for stock dividends for all periods presented.

3.    COMPREHENSIVE INCOME

        Comprehensive income is reported in addition to net income for all periods presented. Comprehensive income is made up of net income plus other comprehensive income. Other comprehensive income, net of taxes, is comprised of changes in unrealized gains or losses, net of taxes, on available-for-sale securities, adjusted for the effect of realized gains or losses on available-for-sale securities, net of taxes.

6



Item 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMMUNITY VALLEY BANCORP

        The following is Community Valley Bancorp (the "Company") management's discussion and analysis of the significant changes in balance sheet accounts for June 30, 2002 and December 31, 2001 and income and expense accounts for the three and six-month periods ended June 30, 2002 and 2001. The discussion is designed to provide a better understanding of significant trends related to the Company's financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.

        In addition to the historical information contained herein, this report on Form 10-Q contains certain forward-looking statements. The reader of this report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome. The Company's actual results could differ materially from those suggested by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, competition effects, fee and other noninterest income earned, general economic conditions, nationally, regionally and in the operating market areas of the Company and its subsidiaries, changes in the regulatory environment, changes in business conditions and inflation, changes in securities markets, data processing problems, a decline in real estate values in the Company's market area, the California power shortage, the effects of terrorism, including the events of September 11, 2001 and thereafter, and the conduct of the war on terrorism by the United States and its allies, as well as other factors. This entire report should be read putting such forward-looking statements in context.

General Development of Business

        The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was incorporated under the laws of the State of California in 2002. As a bank holding company, the Company is authorized to engage in the activities permitted under the Bank Holding Company Act of 1956, as amended, and regulations thereunder. Its principal office is located at 2041 Forest Avenue, Chico, California 95928 and its telephone number is (530) 899-2344.

        The Company owns 100% of the issued and outstanding common shares of Butte Community Bank. Butte Community Bank was incorporated and commenced business in Paradise and Oroville, California, in 1990. Butte Community Bank operates seven full service offices within its primary service areas of Butte and Sutter Counties. The bank also maintains a Loan Production Office in Roseville. Butte Community Bank's primary business is serving the commercial banking needs of small to mid-sized businesses and consumers within those counties. Butte Community Bank accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services.

Overview

        The Company recorded net income of $972,000 for the quarter ended June 30, 2002, which was a 4.2% decrease from the $1,015,000 reported for the same period of 2001. Diluted earnings per share for the second quarter of 2002 were $0.46, compared to the $0.50 recorded in the second quarter of 2001. The return on average equity (ROAE) and the return on average assets (ROA) for the second quarter of 2002 were 17.19% and 1.42%, respectively, as compared to 21.71% and 1.69%, respectively, for the same period in 2001.

        Net income for the six months ended June 30, 2002 was $2,225,000 (up 13.7%) compared to the $1,957,000 recorded in the first six months of 2001. Through June 30, 2002, diluted earnings per share

7



were $1.05, ROAE was 20.32% and ROA was 1.65% as compared to $0.97, 21.79% and 1.70%, respectively, for the same period in 2001.

        Total assets of the Company increased by $9,596,000 (3.5%) from December 31, 2001 to $282,060,000 at June 30, 2002. Net loans totaled $217,493,000, up $13,639,000 (6.7%) from the ending balances on December 31, 2001. Deposit balances at June 30, 2002 totaled $254,533,000, up $8,113,000 (3.3%) from December 31, 2001.

        The Company ended the second quarter of 2002 with a Tier 1 capital ratio of 8.11% and a total risk-based capital ratio of 10.90% versus 7.81% and 11.6%, respectively, at December 31, 2001.

        Table One below provides a summary of the components of net income for the periods indicated:

Table One: Components of Net Income

 
  Three months ended
June 30,

  Six months ended
June 30,

 
(In thousands, except percentages)

 
  2002
  2001
  2002
  2001
 
Net interest income   $ 3,212   $ 3,036   $ 6,219   $ 6,064  
Provision for loan losses     (150 )   (250 )   (253 )   (375 )
Non-interest income     1,295     983     3,380     1,776  
Non-interest expense     (2,723 )   (2,122 )   (6,482 )   (4,275 )
Provision for income taxes     (662 )   (632 )   (639 )   (1,233 )
   
 
 
 
 
Net income   $ 972   $ 1,015   $ 2,225   $ 1,957  
   
 
 
 
 
Average total assets   $ 275.3   $ 240.9   $ 271.3   $ 231.8  
Net income (annualized) as a percentage of average total assets     1.42 %   1.68 %   1.64 %   1.69 %

Results of Operations

Net Interest Income and Net Interest Margin

        Net interest income represents the excess of interest and fees earned on interest earning assets (loans, securities, federal funds sold and investments in time deposits) over the interest paid on deposits and borrowed funds. Net interest margin is net interest income expressed as a percentage of average earning assets.

        The Company's net interest margin was 5.23% for the three months ended June 30, 2002, 5.69% for the three months ended June 30, 2001, 5.16% for the six months ended June 30, 2002 and 5.94% for the six months ended June 30, 2001. Net interest income increased $176,000 (5.8%) for the second quarter of 2002 compared to the same period in 2001. Net interest income increased $155,000 (2.6%) for the six months ended June 30, 2002 over the same period in 2001. The primary reason for this increase was the loan growth and the resulting interest income and fees associated with that growth.

        Interest expense was $780,000 (66.8%) lower in the second quarter of 2002 versus the prior year period. The average balances of interest bearing liabilities were $20,200,000 (11%) higher in the second quarter of 2002 versus the same quarter in 2001. Even though the interest bearing balances increased, rates paid on these liabilities decreased 196 basis points on a quarter over quarter basis. Interest expense was $1,287,000 (51.3%) lower in the six month period ended June 30, 2002 versus the prior year period. The average balances of interest bearing liabilities were $24,625,000 (13.8%) higher in the six-month period ended June 30, 2002 versus the same period in 2001. Rates paid on interest bearing liabilities decreased 180 basis points on a year over year basis. The reason for this decrease was the ability for the Bank to change the mix of the deposits away from higher interest rate certificates of deposit to lower rate demand deposits.

8



        Table Two, Analysis of Net Interest Margin on Earning Assets, and Table Three, Analysis of Volume and Rate Changes on Net Interest Income and Expenses, are provided to enable the reader to understand the components and past trends of the Company's interest income and expense. Table Two provides an analysis of net interest margin on earning assets setting forth average assets, liabilities and shareholders' equity; interest income earned and interest expense paid and average rates earned and paid; and the net interest margin on earning assets.

Table Two: Analysis of Net Interest Margin on Earning Assets (Unaudited)

 
  2002
  2001
 
Three Months Ended June 30,
(In thousands, except percentages)

  Avg
Balance

  Interest
  Avg
Yield(4)

  Avg
Balance

  Interest
  Avg
Yield(4)

 
Assets:                                  
Earning assets                                  
  Loans(1)   $ 207,092   $ 4,170   8.08 % $ 197,160   $ 4,780   9.75 %
  Taxable investment securities     1,232     20   6.51 %   1,818     27   5.97 %
  Tax-exempt investment securities(2)     2,083     27   5.20 %   2,590     32   4.97 %
  Federal funds sold     34,760     148   1.71 %   11,880     130   4.40 %
  Investments in time deposits