UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
(Mark One)
For the quarterly period ended June 30, 2004
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
COMMISSION FILE No.: 000-50545
SOUTHWEST COMMUNITY BANCORP
Incorporated Under the Laws of the State of California
I.R.S. EMPLOYER IDENTIFICATION NO.: 30-0136231
5810 EL CAMINO REAL
CARLSBAD, CALIFORNIA 92008
TELEPHONE: (760) 918-2616
Indicate by checkmark 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.
Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Number of shares of Common Stock outstanding as of July 31, 2004: 2,996,762
PART I Financial Information
SOUTHWEST COMMUNITY BANCORP AND SUBSIDIARIES
| June 30, | December 31, | |||||||
| 2004 |
2003 |
|||||||
| Unaudited | ||||||||
Assets |
||||||||
Cash and due from banks |
$ | 63,598 | $ | 110,372 | ||||
Federal funds sold |
82,575 | 4,175 | ||||||
Cash and cash equivalents |
146,173 | 114,547 | ||||||
Interest-bearing deposits in financial institutions |
367 | 268 | ||||||
Investment securities available-for-sale |
44,537 | 23,203 | ||||||
Investment securities held-to-maturity |
436 | 649 | ||||||
Loans, net of unearned income |
211,458 | 188,715 | ||||||
Less allowance for loan losses |
3,093 | 2,511 | ||||||
Net loans |
208,365 | 186,204 | ||||||
Premises and equipment |
4,143 | 4,477 | ||||||
Federal Home Loan Bank stock at cost |
864 | 542 | ||||||
Cash surrender value of life insurance |
4,215 | 4,129 | ||||||
Other assets |
8,053 | 4,796 | ||||||
Total Assets |
$ | 417,153 | $ | 338,815 | ||||
Liabilities and Shareholders Equity |
||||||||
Noninterest-bearing demand |
$ | 276,561 | $ | 236,641 | ||||
Money market and NOW |
87,749 | 51,954 | ||||||
Savings |
7,001 | 5,899 | ||||||
Time deposits under $100,000 |
4,187 | 5,606 | ||||||
Time deposits $100,000 and over |
7,978 | 8,279 | ||||||
Total Deposits |
383,476 | 308,379 | ||||||
Accrued interest and other liabilities |
1,952 | 1,562 | ||||||
Junior subordinated debt |
8,248 | 8,248 | ||||||
Notes payable |
2,138 | 200 | ||||||
Minority interest in subsidiary |
1,464 | |||||||
Total Liabilities |
395,814 | 319,853 | ||||||
Shareholders Equity |
||||||||
Common stock, no par value, 28,125,000 shares
authorized, 2,948,887 and 2,902,462 shares issued
and outstanding in 2004 and 2003, respectively |
14,885 | 14,676 | ||||||
Retained earnings |
6,744 | 4,362 | ||||||
Accumulated other comprehensive income (loss) |
(290 | ) | (76 | ) | ||||
Total Shareholders Equity |
21,339 | 18,962 | ||||||
Total Liabilities and Shareholders Equity |
$ | 417,153 | $ | 338,815 | ||||
The accompanying notes are an integral part of these financial statements.
3
SOUTHWEST COMMUNITY BANCORP AND SUBSIDIARIES
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
Interest Income |
||||||||||||||||
Interest and fees on loans |
$ | 3,982 | $ | 2,967 | $ | 7,762 | $ | 5,607 | ||||||||
Investment securities |
270 | 192 | 487 | 378 | ||||||||||||
Federal funds sold and other |
175 | 67 | 217 | 139 | ||||||||||||
Total interest income |
4,427 | 3,226 | 8,466 | 6,124 | ||||||||||||
Interest Expense |
||||||||||||||||
Deposits |
225 | 164 | 389 | 334 | ||||||||||||
Borrowings |
122 | 94 | 237 | 102 | ||||||||||||
Total interest expense |
347 | 258 | 626 | 436 | ||||||||||||
Net interest income |
4,080 | 2,968 | 7,840 | 5,688 | ||||||||||||
Provision for loan losses |
225 | 210 | 525 | 400 | ||||||||||||
Net interest income after provision |
3,855 | 2,758 | 7,315 | 5,288 | ||||||||||||
Noninterest Income |
||||||||||||||||
Fees and service charges |
1,010 | 630 | 2,018 | 1,374 | ||||||||||||
Data processing income |
1,524 | 1,171 | 2,766 | 2,274 | ||||||||||||
Gain on sale of SBA loans |
429 | 309 | 685 | 520 | ||||||||||||
Gain on sale of securities |
| 154 | | 228 | ||||||||||||
Other income |
88 | 70 | 212 | 178 | ||||||||||||
Total noninterest income |
3,051 | 2,334 | 5,681 | 4,574 | ||||||||||||
Noninterest Expense |
||||||||||||||||
Salaries and employee benefits |
2,611 | 2,283 | 5,001 | 4,404 | ||||||||||||
Occupancy & Equipment |
992 | 872 | 1,925 | 1,667 | ||||||||||||
Other |
1,135 | 808 | 2,078 | 1,541 | ||||||||||||
Total noninterest expense |
4,738 | 3,963 | 9,004 | 7,612 | ||||||||||||
Income before income taxes |
2,168 | 1,129 | 3,992 | 2,250 | ||||||||||||
Income taxes |
882 | 460 | 1,610 | 912 | ||||||||||||
Net income |
$ | 1,286 | $ | 669 | $ | 2,382 | $ | 1,338 | ||||||||
Basic earnings per common share |
$ | 0.43 | $ | 0.23 | $ | 0.81 | $ | 0.46 | ||||||||
Diluted earnings per common share |
$ | 0.35 | $ | 0.19 | $ | 0.66 | $ | 0.39 | ||||||||
The accompanying notes are an integral part of these financial statements.
4
SOUTHWEST COMMUNITY BANCORP AND SUBSIDIARIES
| Accumulated | |||||||||||||||||||||||||
| Common Stock | Other | ||||||||||||||||||||||||
| Comprehensive | Retained | Comprehensive | |||||||||||||||||||||||
| Shares |
Amount |
Income |
Earnings |
Income (Loss) |
Total |
||||||||||||||||||||
Balance, December 31, 2002 |
2,888,994 | $ | 14,595 | $ | 1,427 | $ | 155 | $ | 16,177 | ||||||||||||||||
Options exercised |
11,400 | 61 | 61 | ||||||||||||||||||||||
Warrants exercised |
1,500 | 14 | 14 | ||||||||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||
Net income |
$ | 1,338 | 1,338 | 1,338 | |||||||||||||||||||||
Net unrealized loss on securities
net of tax benefit of $5 |
(7 | ) | (7 | ) | (7 | ) | |||||||||||||||||||
Reclassification adjustment for
realized gains, net of tax of $94 |
(134 | ) | (134 | ) | (134 | ) | |||||||||||||||||||
Total comprehensive income |
$ | 1,197 | |||||||||||||||||||||||
Balance, June 30, 2003 (Unaudited) |
2,901,894 | $ | 14,670 | $ | 2,765 | $ | 14 | $ | 17,449 | ||||||||||||||||
Balance, December 31, 2003 |
2,902,462 | $ | 14,676 | $ | 4,362 | $ | (76 | ) | $ | 18,962 | |||||||||||||||
Options exercised |
44,625 | 192 | 192 | ||||||||||||||||||||||
Warrants exercised |
1,800 | 17 | 17 | ||||||||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||
Net income |
$ | 2,382 | 2,382 | 2,382 | |||||||||||||||||||||
Net unrealized gain on securities
net of tax benefit of $150 |
(214 | ) | (214 | ) | (214 | ) | |||||||||||||||||||
Total comprehensive income |
$ | 2,168 | |||||||||||||||||||||||
Balance, June 30, 2004 (Unaudited) |
2,948,887 | $ | 14,885 | $ | 6,744 | $ | (290 | ) | $ | 21,339 | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
5
SOUTHWEST COMMUNITY BANCORP AND SUBSIDIARIES
| Six Months Ended June 30, | ||||||||
| 2004 |
2003 |
|||||||
| (Unaudited) | ||||||||
Operating Activities |
||||||||
Net Income |
$ | 2,382 | $ | 1,338 | ||||
Depreciation and amortization |
802 | 699 | ||||||
Amortization/accretion of premiums/discounts on
investment securities, net |
146 | 98 | ||||||
Provision for loan losses |
525 | 400 | ||||||
Gain on sale of investment securities |
| (228 | ) | |||||
Deferred income tax benefit |
(381 | ) | (239 | ) | ||||
Increase in cash value of life insurance |
(86 | ) | (92 | ) | ||||
Net change in other assets and liabilities |
(528 | ) | (81 | ) | ||||
Net Cash Provided by Operating Activities |
2,860 | 1,895 | ||||||
Investing Activities |
||||||||
Change in deposits in other financial institutions, net |
(99 | ) | (300 | ) | ||||
Purchase/redemption of FHLB stock, net |
(322 | ) | (424 | ) | ||||
Purchase of investment securities available-for-sale |
(24,922 | ) | (29,268 | ) | ||||
Proceeds from sales and maturities of investment securities
available-for-sale |
3,087 | 14,588 | ||||||
Proceeds from maturities of investment securities held-to-maturity |
205 | 539 | ||||||
Purchases of premises and equipment |
(468 | ) | (1,869 | ) | ||||
Net increase in loans |
(22,686 | ) | (23,802 | ) | ||||
Investment in trust |
(248 | ) | ||||||
Purchase of minority interest in |
(3,350 | ) | | |||||
Change in minority investment in subsidiary |
15 | 31 | ||||||
Net Cash Used in Investing Activities |
(48,540 | ) | (40,753 | ) | ||||
Financing Activities |
||||||||
Net increase in deposits |
75,097 | 14,923 | ||||||
Proceeds from issuance of junior subordinated debt |
| 8,248 | ||||||
Net proceeds from borrowing |
2,000 | 9,919 | ||||||
Proceeds from exercise of stock options |
192 | 61 | ||||||
Proceeds from exercise of stock warrants |
17 | 14 | ||||||
Net Cash Provided by Financing Activities |
77,306 | 33,165 | ||||||
Net Increase in Cash and Cash Equivalents |
31,626 | (5,693 | ) | |||||
Cash and Cash Equivalents at Beginning of Period |
114,547 | 99,032 | ||||||
Cash and Cash Equivalents at End of Period |
$ | 146,173 | $ | 93,339 | ||||
Supplemental Disclosures of Cash Flow Information |
||||||||
Cash Paid for Interest |
$ | 622 | $ | 431 | ||||
Cash Paid for Taxes |
$ | 1,930 | $ | 991 | ||||
Non-Cash Investing Activities |
||||||||
Net Change in Accumulated Other Comprehensive Income |
$ | (290 | ) | $ | 14 | |||
The accompanying notes are an integral part of these financial statements.
6
SOUTHWEST COMMUNITY BANCORP
Note 1 Summary of Significant Accounting Policies
The accounting and reporting policies of Southwest Community Bancorp and subsidiaries conform to accounting principles generally accepted in the United States of America and to general practices followed by the banking industry. In the opinion of management, the unaudited consolidated financial statements contain all (consisting of only normal recurring adjustments) adjustments necessary to present fairly the Companys consolidated financial position at June 30, 2004 and results of operations for the three and six month periods ended June 30, 2004 and 2003 and changes in cash flows for the six month periods ended June 30, 2004 and 2003.
Certain information and footnote disclosures normally presented in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. These interim consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2003 included in the Companys Annual Report on Form 10-K.
Nature of Operations
Southwest Community Bancorp (Southwest Community or holding company on a parent only basis and the Company we or our on a consolidated basis) is a bank holding company that was incorporated on December 4, 2002, under the laws of the State of California for the purpose of becoming the holding company for Southwest Community Bank (the Bank) and the Banks majority-owned subsidiary, Financial Data Solutions, Inc. (FDSI). The holding company reorganization was consummated on April 1, 2003.
The Bank began operations on December 1, 1997, as a state-chartered bank and currently operates eight branch offices within San Diego, Orange, Riverside and San Bernardino Counties and a loan production office in Los Angeles County. The Banks primary source of revenue is from providing loans to customers who are predominately small and middle-market businesses. In November 1998, the Bank began a subsidiary operation, FDSI, which provides a variety of data processing services to the financial services industry. In May 2003, the Bank transferred its 51% equity interest in FDSI to the holding company. In February 2004, the holding company acquired the 49% minority interest.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, the Bank and FDSI. All material intercompany balances and transactions have been eliminated in consolidation. Minority interest in prior periods represented a minority shareholders 49% share of the equity of FDSI. On February 26, 2004, the Company purchased the minority interest for $3,350,000 in cash. The consolidated financial statements do not include the accounts of Southwest Community Statutory Trust I (the Trust), a business trust formed to issue trust preferred securities. The Companys investment in the Trust is carried as an investment in other assets and the funds borrowed from the Trust are presented as junior subordinated debt. For regulatory purposes the proceeds from issuance of the junior subordinated debt, subject to percentage limitations, are considered Tier 1 capital.
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are subject to change include the carrying value of financial instruments such as investment securities, loans, deposits, borrowings and commitments to extend credit. Material estimates
7
that are subject to change also include the allowance for loan losses and the valuation of loan collateral and any foreclosed assets.
If the values of financial instruments carried as assets become impaired due to the fair value declining below the recorded value, we may be required to provide an allowance for loss or write off the instrument by an expense charge in our income statement. Also, if our obligations to third parties increased above our recorded liabilities, we may have to increase the carrying value of those liabilities by an expense charge in our income statement.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level which, in managements judgment, is adequate to absorb credit losses inherent in the loan portfolio. The allowance is based on managements continuing review and evaluation of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. While management uses available information to provide for an allowance for loan losses, additional provisions to the allowance may be necessary based on future changes in the factors used to evaluate the loan portfolio.
Note 2 Earnings Per Share
The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute net income per share for the periods presented:
| Three Months Ended June 30, 2004 |
Three Months Ended June 30, 2003 |
|||||||||||||||||||||||
| Income |
Shares |
Per Share |
Income |
Shares |
Per Share |
|||||||||||||||||||
| (dollars in thousands, except per share data) | ||||||||||||||||||||||||
Net income as reported |
$ | 1,286 | | $ | 669 | | ||||||||||||||||||
Shares outstanding at period end |
2,948,887 | 2,901,894 | ||||||||||||||||||||||
Impact of weighting shares
issued during the period |
(8,126 | ) | (3,765 | ) | ||||||||||||||||||||
Basic net income per share |
1,286 | 2,940,761 | $ | 0.43 | 669 | 2,898,129 | $ | 0.23 | ||||||||||||||||
Dilutive Effect of Outstanding: |
||||||||||||||||||||||||
Stock Options |
624,824 | 524,918 | ||||||||||||||||||||||
Warrants |
78,264 | 60,093 | ||||||||||||||||||||||
Diluted net income per share |
$ | 1,286 | 3,643,849 | $ | 0.35 | $ | 669 | 3,483,140 | $ | 0.19 | ||||||||||||||
| Six Months Ended June 30, 2004 |
Six Months Ended June 30, 2003 |
|||||||||||||||||||||||
| Income |
Shares |
Per Share |
Income |
Shares |
Per Share |
|||||||||||||||||||
| (dollars in thousands, except per share data) | ||||||||||||||||||||||||
Net income as reported |
$ | 2,382 | | $ | 1,338 | | ||||||||||||||||||
Shares outstanding at period end |
2,948,887 | | 2,901,894 | |||||||||||||||||||||
Impact of weighting shares
issued during the period |
(21,139 | ) | | (7,537 | ) | |||||||||||||||||||
Basic net income per share |
2,382 | 2,927,748 | $ | 0.81 | 1,338 | 2,894,357 | $ | 0.46 | ||||||||||||||||
Dilutive Effect of Outstanding: |
||||||||||||||||||||||||
Stock Options |
586,355 | 500,375 | ||||||||||||||||||||||
Warrants |
73,630 | 53,054 | ||||||||||||||||||||||
Diluted net income per share |
$ | 2,382 | 3,587,733 | $ | 0.66 | $ | 1,338 | 3,447,786 | $ | 0.39 | ||||||||||||||
8
Note 3 Stock-Based Compensation
SFAS No. 123, Accounting for Stock-Based Compensation, encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board Opinion No. 25 (APB 25), Accounting for Stock Issued to Employees, and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Companys stock at the date of the grant over the amount an employee must pay to acquire the stock.
Had compensation cost for the Companys stock option plans been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123, the net income and earnings per share would have been reduced to the pro forma amounts indicated below:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2004 |
2003 |
2004 |
2003 |
|||||||||||||
| (dollars in thousands, except per share data) | ||||||||||||||||
Net income as reported |
$ | 1,286 | $ | 669 | $ | 2,382 | $ | 1,338 | ||||||||
Stock-based compensation using
the intrinsic value method |
| | | | ||||||||||||
Stock-based compensation that
would have been reported using
the fair value method of SFAS 123 |
(104 | ) | (35 | ) | (169 | ) | (69 | ) | ||||||||
Pro forma net income |
$ | 1,182 | $ | 634 | $ | 2,213 | $ | 1,269 | ||||||||
Basic earnings per share: |
||||||||||||||||
As reported |
$ | 0.43 | $ | 0.23 | $ | 0.81 | $ | 0.46 | ||||||||
Pro forma |
0.40 | 0.22 | 0.76 | 0.44 | ||||||||||||
Diluted earnings per share: |
||||||||||||||||
As reported |
$ | 0.35 | $ | 0.19 | $ | 0.66 | $ | 0.39 | ||||||||
Pro forma |
0.32 | 0.18 | 0.62 | 0.37 | ||||||||||||