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EX-23 - CONSENT OF HUTCHINSON AND BLOODGOOD LLP - Chino Commercial Bancorpexhibit23.htm
EX-31 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - Chino Commercial Bancorpexhibit312.htm
EX-31 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - Chino Commercial Bancorpexhibit311.htm
EX-32 - CERTIFICATION OF PERIODIC FINANCIAL REPORT PURSUANT TO SECTION 906 - Chino Commercial Bancorpexhibit32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

__________________

 

FORM 10-K

__________________

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2009

Commission file number:  000-52098

__________________

 

CHINO COMMERCIAL BANCORP

(Exact name of registrant as specified in its charter)

__________________

 

California

 

20-4797048

State of incorporation

 

I.R.S. Employer

 

 

Identification Number

 

 

 

14345 Pipeline Avenue

 

 

Chino, California

 

91710

Address of Principal Executive Offices

 

Zip Code

 

(909) 393-8880

Registrant’s telephone number, including area code

__________________

 

Securities registered pursuant to Section 12(b) of the Exchange Act: None

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, No Par Value

__________________

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

£ Yes          R No

 

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  £

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (c) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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. R Yes    £ No

 

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B  is not contained in this form, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. 

Large accelerated filer £         Accelerated filer £                 Non-accelerated filer £          Smaller Reporting Company R

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)

 £ Yes   R No

 

The registrant’s revenues for its most recent fiscal year were $5,954,291.

 

As of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $4.7 million, based on the closing price reported to the registrant on that date of $13.50 per share.  Shares of common stock held by each executive officer and director and each person owning more than five percent of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates.  This determination of the affiliate status is not necessarily a conclusive determination for other purposes.

 

On March 18, 2010, there were 697,961 shares of Chino Commercial Bancorp Common Stock outstanding.

 

Documents Incorporated by Reference:  Portions of the definitive proxy statement for the 2010 Annual Meeting of the Shareholders to be filed with the SEC pursuant to SEC Regulation 14A are incorporated by reference in Part III, Items 10-14.


 

 

 

Table of Contents

 

 

 

Page

PART I

Item 1 Business 1
Item 1A Risk Factors 11
Item 1B Unresolved Staff Comments 16
Item 2 Properties 16
Item 3 Legal Proceedings 17
Item 4 Reserved 17
PART II
Item 5 Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities 18
Item 6 Selected Financial Data 20
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 22
Item 8 Financial Statements 41
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 81
Item 9A Controls and Procedures 81
Item 9B Other Information 81
PART III
Item 10 Directors, Executive Officers, and Corporate Governance 82
Item 11   Executive Compensation 82
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 82
Item 13 Certain Relationships and Related Transactions, and Director Independence 82
Item 14 Principal Accountant Fees and Services 82
Item 15 Exhibits and Financial Statement Schedules 83
Signatures 84

 

 

 


 

 

 

PART I
Item 1.  Description of Business

 

General

The Company

 

Chino Commercial Bancorp (the “Company”) is a California corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and is headquartered in Chino, California. The Company was incorporated on March 2, 2006 and acquired all of the outstanding shares of Chino Commercial Bank, N.A. (the “Bank”) effective July 1, 2006. The Company’s principal subsidiary is the Bank, and the Company exists primarily for the purpose of holding the stock of the Bank and of such other subsidiaries it may acquire or establish. The Company’s only other direct subsidiary is Chino Statutory Trust I, which was formed on October 25, 2006 solely to facilitate the issuance of capital trust pass-through securities. Pursuant to Financial Accounting Standards Board (FASB) Accounting Standards codification (ASC) 810-10 (formerly Interpretation No. 46, Consolidation of Variable Interest Entities), Chino Statutory Trust I is not reflected on a consolidated basis in the financial statements of the Company. References herein to the “Company” include Chino Commercial Bancorp and its consolidated subsidiary, the Bank, unless the context indicates otherwise. 

 

The Company’s principal source of income is dividends from the Bank, although supplemental sources of income may be explored in the future. The expenditures of the Company, include (but are not limited to) the payment of dividends to shareholders, if and when declared by the Board of Directors, the cost of servicing debt, legal fees, audit fees, and shareholder costs will generally be paid from dividends paid to the Company by the Bank.

At December 31, 2009, the Company had consolidated assets of $103.6 million, deposits of $92.3 million and shareholders’ equity of $6.5 million. The Company’s liabilities include $3.1 million in debt obligations due to Chino Statutory Trust I, related to capital trust pass-through securities issued by that entity.

 

The Company’s administrative offices are located at 14345 Pipeline Avenue, Chino California 91710 and the telephone number is (909) 393-8880.

The Bank

 

The Bank is a national bank which was organized under the laws of the United States in December 1999 and commenced operations on September 1, 2000.  The Bank operates two full-service banking offices. The Bank’s main branch office and administrative offices are located at 14345 Pipeline Avenue, Chino, California. In January 2006 the Bank opened its Ontario branch located at 1551 South Grove Avenue, Ontario, California. In April 2010, the Bank plans to open its Rancho Cucamonga branch located at 8229 Rochester Avenue, Rancho Cucamonga, California.

 

The Bank’s deposit accounts are insured under the Federal Deposit Insurance Act up to applicable limits thereof.  The Bank is subject to periodic examinations of its operations and compliance by the office of the Comptroller of the Currency (“Comptroller”).  The Bank is a member of the Federal Reserve System (FRS) and a member of the Federal Home Loan Bank.  See “Regulation and Supervision.”

 

The Bank provides a wide variety of lending products for both businesses and consumers. Commercial loan products include lines of credit, letters of credit, term loans, equipment loans, commercial real restate loans, construction loans, accounts receivable financing, working capital financing. Financing products for individuals include auto, home equity, overdraft protection lines and, through a third party provider, MasterCard debit cards. Real estate loan products include construction loans, land loans, mini-perm commercial real estate loans, and home mortgages. As of December 31, 2009, the Company had total assets of $103.6 million and net loans of $60.1 million. The Company’s lending activity is concentrated primarily in real estate loans, which constituted 82.9% of the Company’s loan portfolio as of December 31, 2009; and commercial loans, which constituted 15.7%, of the Company’s loan portfolio as of December 31, 2008.

 

As a community-oriented bank, the Bank offers a wide array of personal, consumer and commercial services generally offered by a locally-managed, independently-operated bank. The Bank provides a broad range of deposit instruments and general banking services, including checking, savings accounts (including money market demand accounts), certificates of deposit for both business and personal accounts; internet banking services, such as cash management and Bill Pay; telebanking (banking by phone); and courier services.  The $92.3 million in deposits at December 31, 2009, included $35.9 million in non-interest bearing deposits and $56.4 million in interest-bearing deposits, representing 38.9% and 61.1%, respectively, of total deposits.  As of December 31, 2009, deposits from related parties represented approximately 5.5% of total deposits of the Bank.  See “RISK FACTORS – significant concentration of deposits with related parties.”  Further, at December 31, 2009, 12.0% of the Company’s business is affected by deposits that were from escrow companies.  See “RISK FACTORS—The Company’s business is affected by a significant concentration of deposits within one industry.”

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In October 2006, the Board of Directors approved a stock 1 program pursuant to which the Company could purchase up to $3.0 million in its common stock in open market transactions or in privately negotiated transactions.  The repurchase program was initially approved for a period of up to 12 months and was funded by the proceeds of the trust preferred securities issued by the Company's subsidiary trust (see Note 10 to the consolidated Financial Statements included in Item 8 herein).  The Board of Directors has subsequently extended the program on multiple occasions and the program remained in effect throughout 2009.  The Board also authorized an additional $100,000 and $200,000 for stock repurchases under the plan in October 2007 and February 2009, respectively.  (A further extension and authorization of additional funds is discussed below in "Recent Developments.")  Since the commencement of the stock repurchase program through December 31, 2009, the Company has acquired and retired 158,386 of its shares at a weighted average price of $20.70 per share. Detailed information on repurchases during 2009 is contained in Item 5 herein.

The repurchase program was designed to improve the Company's return on equity and earnings per share, and to provide an additional outlet for shareholders interested in selling their shares.  As anticipated and announced at the inception of the plan, certain non-employee directors have sold a significant amount of the Company’s stock in the repurchase program.  See also Notes 23 to the consolidated financial statements in Item 8 herein.  

 

Recent Accounting Pronouncements

 

Information on recent accounting pronouncements is contained in Footnote 2 to the Financial Statements.

 

Market Area and Competition

 

The banking business in California generally, and specifically in the market area which the Company serves, is highly competitive with respect to virtually all products and services. The Company competes for loans and deposits with other commercial banks, as well as with savings and loan asso­ciations, credit unions, thrift and loan companies, and other financial and non-financial insti­tutions. With respect to commercial bank competitors, the market is largely dominated by a relative­ly small number of major banks with many offices operating over a wide geographical area. These banks have, among other advantages, the ability to finance businesses and geographic area with effective advertising campaigns and to allocate their investment resources to regions of highest yield and demand. Many of the major ­banks operating in the area offer certain services, that the Company does not offer directly (but some of which the Company offers through correspondent institutions). By virtue of their greater total capitalization, such banks also have substanti­ally higher lending limits than the Company.

 

In recent years, increased competition has also developed from specialized companies that offer money market and mutual funds, wholesale finance, credit card, and other consumer finance services, as well as services that circumvent the banking system by facilitating payments via the Internet, wireless devices, prepaid cards, or other means. Technological innovations have lowered traditional barriers of entry and enabled many of these companies to compete in financial services markets. Such innovation has, for example, made it possible for non-depository institutions to offer customers automated transfer payment ser­vices that previously were considered traditional banking products. In addition, many customers now expect a choice of delivery channels, including telephone, mail, personal computer, ATMs, self‑service branches, and/or in‑store branches. Competitors offering such products include traditional banks and savings associations, credit unions, brokerage firms, asset management groups, finance and insurance companies, Internet-based companies, and mortgage banking firms.

 

Strong competition for deposit and loan products affects the rates of those products as well as the terms on which they are offered to customers. Mergers between financial institutions have placed additional pressure on banks within the industry to streamline their operations, reduce expenses, and increase revenues to remain competitive.  Competition has also intensified due to Federal and State interstate banking laws enacted in the mid-1990’s, which permit banking organizations to expand geographically into other states, and the California market has been particularly attractive to out-of-state institutions. The Financial Modernization Act, effective March 2000, has made it possible for full affiliations to occur between banks and securities firms, insurance companies, and other financial companies, and has also intensified competitive conditions (see “REGULATION AND SUPERVISION -- Financial Modernization Act”).

 

In an effort to compete effectively, the Company provides quality, personalized service with prompt, local decision-making, which cannot always be matched by major banks. The Company relies on local promotional activities, personal relationships established by the Company’s officers, directors, and employees with the Company’s customers, and specialized services tailored to meet the needs of the Company’s primary service area.

 

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The Company’s primary geographic service area consists of the western portion of San Bernardino County, with a particular emphasis on Chino, Chino Hills, Ontario and Rancho Cucamonga. This primary service area is currently served by approximately 19 competing banks represented by 41 full service branches. The Company competes in its service area by using to the fullest extent possible the flexibility that its independent status and strong community ties permit. This status includes an emphasis on specialized services, local promotional activity, and personal contacts by the Company's officers, directors, organizers and employees. Programs have and will continue to be developed which are specif­ically addressed to the needs of small businesses, professionals and consumers. If our customers’ loan demands exceed the Company's lending limit, the Company is able to arrange for such loans on a participation basis with other financial institu­tions and inter­mediaries. The Company can also assist those customers requir­ing other services not offered by the Company to obtain such ser­vices from its correspondent banks. 

 

Employees

 

As of December 31, 2009, the Company had 26 full-time and one part-time employee. Of these individuals, eight were officers of the Bank holding titles of Assistant Vice President or above. 

 

Regulation and Supervision

 

Both federal and state laws extensively regulate banks and bank holding companies. Most banking regulations are intended primarily for the protection of depositors and the deposit insurance fund and not for the benefit of shareholders. The following is a summary of particular statutes, regulations and certain regulatory guidance affecting the Company and the Bank. This summary is qualified in its entirety by such statutes, regulations and guidance, all of which are subject to change in the future.

 

Regulation of the Company Generally

The Company is subject to the periodic reporting requirements of Section 13 of the Securities Exchange Act of 1934 (the “Exchange Act”), which requires us to file annual, quarterly and other current reports with the Securities and Exchange Commission (the “SEC”). The Company is also subject to additional regulations including, but not limited to, the proxy and tender offer rules promulgated by the SEC under Sections 13 and 14 of the Exchange Act; the reporting requirements of directors, executive officers and principal shareholders regarding transactions in its common stock and short-swing profits rules promulgated by the SEC under Section 16 of the Exchange Act; and certain additional reporting requirements by principal shareholders of the Company promulgated by the SEC under Section 13 of the Exchange Act.

The Company is a bank holding company within the meaning of the Bank Holding Company Act of 1956 and is registered as such with the Federal Reserve Board (“FRB”). A bank holding company is required to file with the FRB annual reports and other information regarding its business operations and those of its subsidiaries.  It is also subject to examination by the FRB and is required to obtain FRB approval before acquiring, directly or indirectly, ownership or control of any voting shares of any bank if, after such acquisition, it would directly or indirectly own or control more than 5% of the voting stock of that bank, unless it already owns a majority of the voting stock of that bank.

The FRB has by regulation determined certain activities in which a bank holding company may or may not conduct business. A bank holding company must engage, with certain exceptions, in the business of banking or managing or controlling banks or furnishing services to or performing services for its subsidiary banks.  The permissible activities and affiliations of certain bank holding companies were expanded in 2000 by the Financial Modernization Act. See “Financial Modernization Act.”

The Company and the Bank are deemed to be affiliates of each other within the meaning set forth in the Federal Reserve Act (FRA) and are subject to Sections 23A and 23B of the FRA. This means, for example, that there are limitations on loans by the subsidiary banks to affiliates, and that all affiliate transactions must satisfy certain limitations and otherwise be on terms and conditions at least as favorable to the subsidiary banks as would be available for non-affiliates.

 

The FRB has a policy that bank holding companies must serve as a source of financial and managerial strength to their subsidiary banks. It is the FRB's position that bank holding companies should stand ready to use their available resources to provide adequate capital to their subsidiary banks during periods of financial stress or adversity. Bank holding companies should also maintain the financial flexibility and capital-raising capacity to obtain additional resources for assisting their subsidiary banks.

 

The FRB also has the authority to regulate bank holding company debt, including the authority to impose interest rate ceilings and reserve requirements on such debt. Under certain circumstances, the FRB may require the Company to file written notice and obtain its approval prior to purchasing or redeeming the Company's equity securities. The Company’s existing stock repurchase program (see “Item 5 - Market for Registrant’s Common Equity and Related Stockholder Matters – Stock Repurchases”) is not subject to any such notification or approval requirements.

 

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Regulation of the Bank Generally

As a national banking association, the Bank is subject to regulation, supervision and examination by the Comptroller, and is also a member of the FRS, and as such, is subject to applicable provisions of the Federal Reserve Act and the regulations promulgated thereunder by the Board of Governors of the Federal Reserve System ("FRB"). Furthermore, the deposits of the Bank are insured by the Federal Deposit Insurance Corporation (FDIC) to the maximum limits thereof.  For this protection, the Bank pays a quarterly assessment to the FDIC and is subject to the rules and regulations of the FDIC pertaining to deposit insurance and other matters. The regulations of those agencies govern most aspects of the Bank's business, including the making of periodic reports by the Bank, and the Bank's activities relating to dividends, investments, loans, borrowings, capital requirements, certain check-clearing activities, branching, mergers and acquisitions, reserves against deposits, the issuance of securities and numerous other areas. The Bank is also subject to requirements and restrictions of various consumer laws and regulations, as well as, applicable provisions of California law, insofar as they do not conflict with, or are not preempted by, federal banking laws. Supervision, legal action and examination of the Bank by the regulatory agencies are generally intended to protect depositors and are not intended for the protection of shareholders.

 

The earnings and growth of the Bank are largely dependent on its ability to maintain a favorable differential or "spread" between the yield on its interest-earning assets and the rate paid on its deposits and other interest-bearing liabilities. As a result, the Bank’s performance is influenced by general economic conditions, both domestic and foreign, the monetary and fiscal policies of the federal government, and the policies of the regulatory agencies, particularly the FRB. The FRB implements national monetary policies (such as seeking to curb inflation and combat recession) by its open-market operations in U.S. Government securities, by adjusting the required level of reserves for financial institutions subject to its reserve requirements, and by varying the discount rate applicable to borrowings by banks which are members of the FRS. The actions of the FRB in these areas influence the growth of bank loans, investments and deposits and also affect interest rates charged on loans and deposits. The nature and impact of any future changes in monetary policies cannot be predicted.

 

Capital Adequacy Requirements

 

The Company and the Bank are subject to the regulations of the FRB and the Comptroller, respectively, governing capital adequacy. However, the Company is currently a “small bank holding company” under the FRB’s guidelines, and thus qualifies for an exemption from the consolidated risk-based and leverage capital adequacy guidelines applicable to bank holding companies with assets of $500 million or more. Each of the federal regulators has established risk-based and leverage capital guidelines for the banks or bank holding companies it regulates, which set total capital requirements and define capital in terms of “core capital elements,” or Tier 1 capital; and “supplemental capital elements,” or Tier 2 capital.  Tier 1 capital is generally defined as the sum of the core capital elements less goodwill and certain other deductions, notably the unrealized net gains or losses (after tax adjustments) on available for sale investment securities carried at fair market value. The following items are defined as core capital elements: (i) common shareholders’ equity; (ii) qualifying non-cumulative perpetual preferred stock and related surplus (and, in the case of holding companies, senior perpetual preferred stock issued to the U.S. Treasury Department pursuant to the Troubled Asset Relief Program); (iii) qualifying minority inter­ests in consolidated subsidiaries and similar items; and (iv) qualifying trust preferred securities up to a specified limit. At December 31, 2009, 25% of the Company’s Tier 1 capital consisted of trust preferred securities; however, no assurance can be given that trust preferred securities will continue to be treated as Tier 1 capital in the future. Tier 2 capital can include: (i) allowance for loan and lease losses (but not more than 1.25% of an institution’s risk-weighted assets); (ii) perpetual preferred stock and related surplus not qualifying as core capital; (iii) hybrid capital instruments, perpetual debt and mandatory convertible debt instruments; and (iv) term subordinated debt and intermediate-term preferred stock and related surplus (but not more than 50% of Tier 1 capital). The maximum amount of Tier 2 capital that may be recognized for risk-based capital purposes is limited to 100% of Tier 1 capital, net of goodwill.

The minimum required ratio of qualifying total capital to total risk-weighted assets is 8.0% (“Total Risk-Based Capital Ratio”), at least one-half of which must be in the form of Tier 1 capital, and the minimum required ratio of Tier 1 capital to total risk-weighted assets is 4.0% (“Tier 1 Risk-Based Capital Ratio”). Risk-based capital ratios are calculated to provide a measure of capital that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and off balance sheet transactions, such as letters of credit and recourse arrangements, which are recorded as off-balance sheet items. Under risk-based capital guidelines, the nominal dollar amounts of assets and credit-equivalent amounts of off-balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as construction and land development loans. As of December 31, 2009 and 2008, the Bank’s Total Risk-Based Capital Ratios were 14.01% and 16.09%, respectively, and its Tier 1 Risk-Based Capital Ratios were 12.75% and 14.90%, respectively.  As of December 31, 2009 and 2008, the consolidated Company’s Total Risk-Based Capital Ratios were 14.32% and 16.48%, respectively, and its Tier 1 Risk-Based Capital Ratios were 11.73% and 13.57%, respectively. 

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The risk-based capital requirements also take into account concentrations of credit involving collateral or loan type and the risks of “non-traditional” activities (those that have not customarily been part of the banking business). The regulations require institutions with high or inordinate levels of risk to operate with higher minimum capital standards, and authorize the regulators to review an institution’s management of such risks in assessing an institution’s capital adequacy.

Additionally, the regulatory statements of policy on risk‑based capital include exposure to interest rate risk as a factor that the regulators will consider in evaluating an institution’s capital adequacy, although interest rate risk does not impact the calculation of the risk-based capital ratios. Interest rate risk is the exposure of a bank’s current and future earnings and equity capital to adverse movements in interest rates. While interest risk is inherent in a Bank’s role as a financial intermediary, it introduces volatility to earnings and to the economic value of the Bank.

The Comptroller and the FRB also require financial institutions to maintain a leverage capital ratio designed to supplement risk-based capital guidelines. Banks and bank holding companies that have received the highest rating of the five categories used by regulators to rate banks and are not anticipating or experiencing any significant growth must maintain a ratio of Tier 1 capital (net of all intangibles) to adjusted total assets (“Leverage Capital Ratio”) of at least 3%. All other institutions are required to maintain a leverage ratio of at least 4% to 5%.  Pursuant to federal regulations, banks must maintain capital levels commensurate with the level of risk to which they are exposed, including the volume and severity of problem loans, and federal regulators may set higher capital requirements when a bank’s particular circumstances warrant. The Bank’s Leverage Capital Ratios were 8.94% and 11.38% at December 31, 2009 and 2008, respectively.  As of December 31, 2009 and 2008 the consolidated Company’s Leverage Capital Ratios were 8.23% and 10.37%, respectively. Both the Bank and the Company were “well capitalized” at December 31, 2009 and 2008.

For more information on the Company’s capital, see Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operation – Capital Resources. Risk-based capital ratio requirements are discussed in greater detail in the following section.

Prompt Corrective Action Provisions

Federal law requires each federal banking agency to take prompt corrective action to resolve the problems of insured financial institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. The federal banking agencies have by regulation defined the following five capital categories: (1) "well capitalized" (Total Risk-Based Capital Ratio of 10%; Tier 1 Risk-Based Capital Ratio of 6%; and Leverage Ratio of 5%); (2) "adequately capitalized" (Total Risk-Based Capital Ratio of 8%; Tier 1 Risk-Based Capital Ratio of 4%; and Leverage Ratio of 4%) (or 3% if the institution receives the highest rating from its primary regulator); (3) "undercapitalized" (Total Risk-Based Capital Ratio of less than 8%; Tier 1 Risk-Based Capital Ratio of less than 4%; or Leverage Ratio of less than 4% or 3% if the institution receives the highest rating from its primary regulator); (4) "significantly undercapitalized" (Total Risk-Based Capital Ratio of less than 6%; Tier 1 Risk-Based Capital Ratio of less than 3%; or Leverage Ratio less than 3%); and (5) "critically undercapitalized" (tangible equity to total assets less than 2%).  As of December 31, 2009 and 2008, the Bank was deemed “well capitalized” for regulatory capital purposes.  A bank may be treated as though it were in the next lower capital category if after notice and the opportunity for a hearing, the appropriate federal agency finds an unsafe or unsound condition or practice so warrants, but no bank may be treated as "critically undercapitalized" unless its actual capital ratio warrants such treatment.

At each successively lower capital category, an insured bank is subject to increased restrictions on its operations.  For example, a bank is generally prohibited from paying management fees to any controlling persons or from making capital distributions if to do so would make the bank "undercapitalized." Asset growth and branching restrictions apply to undercapitalized banks, which are required to submit written capital restoration plans meeting specified requirements (including a guarantee by the parent holding company, if any). "Significantly undercapitalized" banks are subject to broad regulatory authority, including among other things, capital directives, forced mergers, restrictions on the rates of interest they may pay on deposits, restrictions on asset growth and activities, and prohibitions on paying bonuses or increasing compensation to senior executive officers without the approval of the appropriate federal banking agency. Even more severe restrictions apply to critically undercapitalized banks. Most importantly, except under limited circumstances, not later than 90 days after an insured bank becomes critically undercapitalized, the appropriate federal banking agency is required to appoint a conservator or receiver for such banks.

In addition to measures taken under the prompt corrective action provisions, insured banks may be subject to potential actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the issuance of a memorandum of understanding, cease and desist orders, termination of insurance of deposits (in the case of a bank), the imposition of monetary civil penalties, the issuance of directives to increase capital, formal and informal agreements, or removal and prohibition orders against "institution-affiliated" parties.

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Safety and Soundness Standards

The federal banking agencies have also adopted guidelines establishing safety and soundness standards for all insured depository institutions. Those guidelines relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation and interest rate exposure. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan and institute enforcement proceedings if an acceptable compliance plan is not submitted.

 

The Emergency Economic Stabilization Act of 2008 and the Troubled Asset Relief Program

 

In response to market turmoil and financial crises affecting the overall banking system and financial markets in the United States, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted in October 2008.  On February 17, 2009, the American Recovery and Reinvestment Act of 2009 (the “Stimulus Bill”) was enacted, which, among other things, augmented certain provisions of the EESA. Under the EESA, the Treasury Department has authority, among other things, to purchase up to $700 billion in mortgage loans, mortgage-related securities and certain other financial instruments, including debt and equity securities issued by financial institutions in the Troubled Asset Relief Program (the “TARP”).  The purpose of the TARP is to restore confidence and stability to the U.S. banking system and to encourage financial institutions to increase lending to customers and to each other.  

 

Pursuant to the EESA, the Treasury Department was initially authorized to use $350 billion for the TARP. Of this amount, the Treasury Department allocated $250 billion to the TARP Capital Purchase Program (see description below). On January 15, 2009, the second $350 billion of TARP monies was released to the Treasury Department.

 

The TARP Capital Purchase Program was developed to purchase $250 billion in senior preferred stock from qualifying financial institutions, and was designed to strengthen the capital and liquidity positions of viable institutions and to encourage banks and thrifts to increase lending to creditworthy borrowers.  Qualifying financial institutions could be approved to issue preferred stock to the Treasury Department in amounts not less than 1% of risk-weighted assets and not more than the lesser of $25 billion or 3% of risk-weighted assets.

 

The general terms of the TARP Capital Purchase Program includes:

 

·         a requirement to pay dividends on the Treasury Department’s preferred stock at a rate of five percent for the first five years and nine percent thereafter;

·         restrictions on increases in common stock dividends for three years while the Treasury Department is an investor, unless preferred stock is redeemed or consent from the Treasury is received;

·         restrictions on any buyback of other stock (common or other preferred), unless consent from the Treasury Department is received;

·         a provision giving the Treasury Department the right to appoint two directors if dividends have not been paid for six periods;

·         a  prohibition against the redemption of the Treasury Department’s preferred stock for three years, unless the participating institution receives the approval of its applicable banking regulator and the Treasury Department after demonstrating to those agencies that the participating institution is financially sound without TARP proceeds;

·         warrants granting the Treasury Department the right to convert up to 15 percent of their total preferred investment in the participating institution into common stock; and

·         certain compensation restrictions, including restrictions on the amount of executive compensation that is tax deductible.

 

After evaluating the strategic advantages and operating restrictions inherent in issuing preferred shares to the U.S. government, the Company elected not to participate in the capital purchase element of TARP.

The EESA also established a Temporary Liquidity Guarantee Program (“TLGP”) that gives the FDIC the ability to provide a guarantee for newly-issued senior unsecured debt and non-interest bearing transaction deposit accounts at eligible insured institutions. We have no current plans to participate in the senior unsecured debt of the TLGP. The Bank is currently participating in the guarantee program for non-interest bearing transaction deposit accounts. For non-interest bearing transaction deposit accounts, a 10 basis point annual rate surcharge will be applied to deposit amounts in excess of $250,000. For purposes of this program, the following are considered non-interest-bearing transaction accounts: Traditional demand deposit checking accounts that allow for an unlimited number of deposits and withdrawals at any time; accounts commonly known as Interest on Lawyers Trust Accounts (IOLTAs) and functionally equivalent accounts; and certain Negotiable Order of Withdrawal (NOW) accounts with interest rates no higher than .50 percent.

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Deposit Insurance

 

The Bank’s deposits are insured under the Federal Deposit Insurance Act, up to the maximum applicable limits by the Deposit Insurance Fund (“DIF”) of the FDIC and are subject to deposit insurance assessments to maintain the DIF. Effective January 1, 2007 the FDIC adopted a new risk-based insurance assessment system designed to tie what banks pay for deposit insurance more closely to the risks they pose. The FDIC also adopted a new base schedule of rates that the FDIC could adjust up or down, depending on the needs of the DIF, and set initial premiums for 2007 that ranged from 5 cents per $100 of domestic deposits in the lowest risk category to 43 cents per $100 of domestic deposits for banks in the highest risk category. The new assessment system resulted in annual assessments on the Bank’s deposits of 5 cents per $100 of domestic deposits. The Bank’s deposit insurance premiums for 2009 and 2008 were $177,366 and $48,236, respectively.

 

On October 16, 2008, in response to the problems facing the financial markets and the economy, the Federal Deposit Insurance Corporation published a restoration plan (Restoration Plan) designed to replenish the Deposit Insurance Fund (DIF) such that the reserve ratio would return to 1.15 percent within five years. On December 16, 2008, the FDIC adopted a final rule increasing risk-based assessment rates uniformly by seven basis points, on an annual basis, for the first quarter 2009.

 

On February 27, 2009, the FDIC concluded that the problems facing the financial services sector and the economy at large constituted extraordinary circumstances and amended the Restoration Plan and extended the time within which the reserve ratio would return to 1.15 percent from five to seven years (Amended Restoration Plan). In May 2009, Congress amended the statutory provision governing establishment and implementation of a Restoration Plan to allow the FDIC eight years to bring the reserve ratio back to 1.15 percent, absent extraordinary circumstances.

 

On May 22, 2009, the FDIC adopted a final rule imposing a five basis point special assessment on each insured depository institution's assets minus Tier 1 capital as of June 30, 2009. The Bank paid $42,479 for its special assessment which was collected in September 30, 2009.

 

In a final rule issued on September 29, 2009, the FDIC amended the Amended Restoration Plan as follows:

 

  • The period of the Amended Restoration Plan was extended from seven to eight years.
  • The FDIC announced that it will not impose any further special assessments under the final rule it adopted in May 2009.
  • The FDIC announced plans to maintain assessment rates at their current levels through the end of 2010. The FDIC also immediately adopted a uniform three basis point increase in assessment rates effective January 1, 2011 to ensure that the DIF returns to 1.15 percent within the Amended Restoration Plan period of eight years.
  • The FDIC announced that, at least semi-annually following the adoption of the Amended Restoration Plan, it will update its loss and income projections for the DIF. The FDIC also announced that it may, if necessary, adopt a new rule prior to the end of the eight-year period to increase assessment rates in order to return the reserve ratio to 1.15 percent.

 

On November 12, 2009, the FDIC adopted a final rule to require insured institutions to prepay their quarterly risk-based deposit insurance assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012, on December 30, 2009. Our prepaid assessment was $471,443.

 

In addition to DIF assessments, banks must pay quarterly assessments that are applied to the retirement of Financing Corporation bonds issued in the 1980’s to assist in the recovery of the savings and loan industry.  The assessment amount fluctuates, but is currently 1.06 cents per $100 of insured deposits per year.  These assessments will continue until the Financing Corporation bonds mature in 2019. 

 

The enactment of the EESA (discussed above) temporarily raised the limit on federal deposit insurance coverage from $100,000 to $250,000 per depositor for deposits in general, and to an unlimited amount for non-interest or low-interest bearing demand deposits.  Unlimited coverage for non-interest or low-interest transaction accounts will continue until June 30, 2010, and Congress has extended the temporary increase in the standard coverage limit to $250,000 through December 31, 2013.  The increased limit is permanent for certain retirement accounts, including IRAs.  An annual FDIC deposit insurance premium surcharge is applied to insurable deposit amounts in excess of $250,000, as noted in the previous section.

 

Community Reinvestment Act

The Bank is subject to certain requirements and reporting obligations under the Community Reinvestment Act (CRA). The CRA generally requires the federal banking agencies to evaluate the record of a financial institution in meeting the credit needs of its local communities, including low and moderate income neighborhoods. The CRA further requires the agencies to consider a financial institution's record of meeting its community credit needs when evaluating applications for, among other things, domestic branches, consummating mergers or acquisitions, or holding company formations. In measuring a bank's compliance with its CRA obligations, the regulators utilize a performance-based evaluation system which bases CRA ratings on the bank's actual lending service and investment performance, rather than on the extent to which the institution conducts needs assessments, documents community outreach activities or complies with other procedural requirements. In connection with its assessment of CRA performance, the FDIC assigns a rating of "outstanding," "satisfactory," "needs to improve" or "substantial noncompliance." The Bank was last examined for CRA compliance in May 2007, and received a "satisfactory" CRA Assessment Rating.

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Financial Modernization Act

Effective March 11, 2000, the Gramm-Leach-Bliley Act, also known as the “Financial Modernization Act,” enabled full affiliations to occur among banks and securities firms, insurance companies, and other financial service providers. This legislation permits bank holding companies that are well-capitalized and well-managed and meet other conditions can elect to become “financial holding companies.” As financial holding companies, they and their subsidiaries are permitted to acquire or engage in activities that were not previously allowed by bank holding companies such as insurance underwriting, securities underwriting and distribution, travel agency activities, broad insurance agency activities, merchant banking and other activities that the Federal Reserve determines to be financial in nature or complementary to these activities. Financial holding companies continue to be subject to the overall oversight and supervision of the Federal Reserve, but the Financial Modernization Act applies the concept of functional regulation to the activities conducted by subsidiaries. For example, insurance activities would be subject to supervision and regulation by state insurance authorities. The Company has no current intention of becoming a financial holding company, but may do so at some point in the future if deemed appropriate in view of opportunities or circumstances at the time.

Privacy and Data Security

 

The Financial Modernization Act also imposed requirements on financial institutions with respect to consumer privacy. The statute generally prohibits disclosure of consumer information to non-affiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to consumers annually. Financial institutions, however, will be required to comply with state law if it is more protective of consumer privacy than the Financial Modernization Act. The statute also directed federal regulators, including the Federal Reserve and the FDIC, to prescribe standards for the security of consumer information. The Fair and Accurate Credit Transactions (FACT) Act was enacted by the FDIC and other regulatory agencies in 2003.  Among other things, it requires financial institutions and creditors to implement a written identity theft prevention program and assess the validity of change of address requests for replacement debit or credit cards. The Company and the Bank are subject to such standards, as well as standards for notifying consumers in the event of a security breach.

 

Other Consumer Protection Laws and Regulations

 

Activities of all insured banks are subject to a variety of statutes and regulations designed to protect consumers, including the Fair Credit Reporting Act, Equal Credit Opportunity Act, and Truth-in-Lending Act. Interest and other charges collected or contracted for by the Bank (as amended by the FACT Act) are also subject to state usury laws and certain other federal laws concerning interest rates. The Bank’s loan operations are also subject to federal laws and regulations applicable to credit transactions. Together, these laws and regulations include provisions that:

 

·                     govern disclosures of credit terms to consumer borrowers;

·                     require financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the communies it serves;

·                     prohibit discrimination on the basis of race, creed, or other prohibited factors in extending credit;

·                     govern the use and provision of information to credit reporting agencies; and

·                     govern the manner in which consumer debts may be collected by collection agencies.

 

The Bank’s deposit operations are also subject to laws and regulations that:

·                     impose a duty to maintain the confidentiality of consumer financial records and prescribe procedures for complying with administrative subpoenas of financial records; and

·                     govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.

 

On November 17, 2009, the Board of Governors of the FRS promulgated a rule entitled “Electronic Fund Transfers”, with an effective date of January 19, 2010 and a mandatory compliance date of July 1, 2010.  The rule, which applies to all FDIC-regulated institutions, prohibits financial institutions from assessing an overdraft fee for paying automated teller machine (ATM) and one- time point-of-sale debit card transactions, unless the customer affirmatively opts in to the overdraft service for those types of transactions.  The opt-in provision establishes requirements for clear disclosure of fees and terms of overdraft services for ATM and one-time debit card transactions.  The rule does not apply to other types of transactions, such as check, automated clearinghouse (ACH) and recurring debit card transactions.  Since a percentage of the Company’s service charges on deposits are in the form of overdraft fees on point-of-sale transactions, this could have a an adverse impact on our non-interest income.  However, the impact ultimately depends on the level of customer opt-in and cannot be predicted with any degree of certainty.

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Interstate Banking and Branching

 

The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (the "Interstate Banking Act") regulates the interstate activities of banks and bank holding companies.  Generally speaking, under the Interstate Banking Act, a bank holding company located in one state may lawfully acquire a bank located in any other state, subject to deposit-percentage, aging requirements and other restrictions. The Interstate Banking Act also generally provides that national and state-chartered banks may, subject to applicable state law, branch interstate through acquisitions of banks in other states.  The Interstate Banking Act and related California laws have increased competition in the environment in which the Bank operates to the extent that out-of-state financial institutions directly or indirectly enter the Bank's market areas.  It appears that the Interstate Banking Act has contributed to the accelerated consolidation of the banking industry.

USA Patriot Act of 2001

The USA Patriot Act of 2001 ( the “Patriot Act”) was enacted in October 2001 in response to the terrorist attacks in New York, Pennsylvania and Washington, D.C. on September 11, 2001. The Patriot Act was designed to strengthen the ability of U.S. law enforcement and the intelligence communities to work cohesively to combat terrorism on a variety of fronts. The impact of the Patriot Act on financial institutions of all kinds has been significant and wide ranging. The Patriot Act substantially enhanced existing anti-money laundering and financial transparency laws, and required appropriate regulatory authorities to adopt rules to promote cooperation among financial institutions, regulators, and law enforcement entities in identifying parties that may be involved in terrorism or money laundering. Under the Patriot Act, financial institutions are subject to prohibitions regarding specified financial transactions and account relationships, as well as enhanced due diligence and “know your customer” standards in their dealings with foreign financial institutions and foreign customers. For example, the enhanced due diligence policies, procedures, and controls generally require financial institutions to take reasonable steps to:

 

·                     conduct enhanced scrutiny of account relationships to guard against money laundering and report any suspicious transactions;

·                     ascertain the identity of the nominal and beneficial owners of, and the source of funds deposited into, each account as needed to guard against money laundering and report any suspicious transactions;

·                     ascertain for any foreign bank, the shares of which are not publicly traded, the identity of the owners of the foreign bank, and the nature and extent of the ownership interest of each such owner; and

·                     ascertain whether any foreign bank provides correspondent accounts to other foreign banks and, if so, the identity of those foreign banks and related due diligence information.

The Patriot Act also requires all financial institutions to establish anti‑money laundering programs, which must include, at a minimum:

 

·                     the development of internal policies, procedures, and controls;

·                     the designation of a compliance officer;

·                     an ongoing employee training program; and

·                     an independent audit function to test the programs.

The Company has incorporated the requirements of the Patriot Act into its operating procedures, and while these requirements have resulted in an additional time burden, the financial impact on the Company is difficult to quantify.

 

Sarbanes-Oxley Act of 2002 

 

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The Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) was enacted to increase corporate responsibility, provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and protect investors by improving the accuracy and reliability of disclosures pursuant to the securities laws. Sarbanes-Oxley includes important new requirements for public companies in the areas of financial disclosure, corporate governance, and the independence, composition and responsibilities of audit committees. Among other things, Sarbanes-Oxley mandates chief executive and chief financial officer certifications of periodic financial reports, additional financial disclosures concerning off-balance sheet items, and speedier transaction reporting requirements for executive officers, directors and 10% shareholders. In addition, penalties for non-compliance with the Exchange Act were heightened. SEC rules promulgated pursuant to Sarbanes-Oxley impose obligations and restrictions on auditors and audit committees intended to enhance their independence from management, and include extensive additional disclosure, corporate governance and other related rules. Sarbanes-Oxley represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a Board of Directors and management and between a Board of Directors and its committees. 

 

The Company has not experienced any significant difficulties in complying with Sarbanes-Oxley. However, the Company has incurred and expects to continue to incur significant costs in the future in connection with compliance with Section 404 of Sarbanes-Oxley, which starting with the year ended December 31, 2007, requires management to undertake an assessment of the adequacy and effectiveness of our internal controls over financial reporting and will require our auditors to attest to, and report on, management’s assessment and the operating effectiveness of these controls. The SEC has extended the compliance date for the auditor attestation requirements so that the Company will not be required to comply until its fiscal year ending December 31, 2010.

 

Commercial Real Estate Lending Concentrations

On December 2, 2006, the federal bank regulatory agencies released Guidance on Concentrations in Commercial Real Estate (“CRE”) Lending, Sound Risk Management Practices (the “Guidance”).  The Guidance, which was issued in response to the agencies’ concern that rising CRE concentrations might expose institutions to unanticipated earnings and capital volatility in the event of adverse changes in the commercial real estate market, reinforces existing regulations and guidelines for real estate lending and loan portfolio management.

Highlights of the Guidance include the following:

·                     The agencies have observed that CRE concentrations have been rising over the past several years with small to mid-size institutions showing the most significant increase in CRE concentrations over the last decade.  However, some institutions’ risk management practices are not evolving with their increasing CRE concentrations, and therefore, the Guidance reminds institutions that strong risk management practices and appropriate levels of capital are important elements of a sound CRE lending program.

·                     The Guidance applies to national banks and state chartered banks and is also broadly applicable to bank holding companies.  For purposes of the Guidance, CRE loans include loans for land development and construction, other land loans and loans secured by multifamily and nonfarm residential properties.  The definition also extends to loans to real estate investment trusts and unsecured loans to developers if their performance is closely linked to the performance of the general CRE market.

·                     The agencies recognize that banks serve a vital role in their communities by supplying credit for business and real estate development.  Therefore, the Guidance is not intended to limit banks’ CRE lending.  Instead, the Guidance encourages institutions to identify and monitor credit concentrations, establish internal concentration limits, and report all concentrations to management and the board of directors on a periodic basis.

·                     The agencies recognize that different types of CRE lending present different levels of risk, and therefore, institutions are encouraged to segment their CRE portfolios to acknowledge these distinctions.  However, the CRE portfolio should not be divided into multiple sections simply to avoid the appearance of risk concentration.

·                     Institutions should address the following key elements in establishing a risk management framework for identifying, monitoring, and controlling CRE risk: (1) board of directors and management oversight; (2) portfolio management; (3) management information systems; (4) market analysis; (5) credit underwriting standards; (6) portfolio stress testing and sensitivity analysis; and (7) credit review function.

·                     As part of the ongoing supervisory monitoring processes, the agencies will use certain criteria to identify institutions that are potentially exposed to significant CRE concentration risk.  An institution that has experienced rapid growth in CRE lending, has notable exposure to a specific type of CRE, or is approaching or exceeds specified supervisory criteria may be identified for further supervisory analysis.

 

The Company believes that the Guidance is applicable to it, as it has a relatively high concentration in CRE loans. The Company and its board of directors have discussed the Guidance and believe that that the Company’s underwriting policy, management information systems, independent credit administration process and monthly monitoring of real estate loan concentrations will be sufficient to address the Guidance.

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Allowance for Loan and Lease Losses

On December 13, 2006, the federal bank regulatory agencies released Interagency Policy Statement on the Allowance for Loan and Lease Losses (“ALLL”), which revised and replaced the banking agencies’ 1993 policy statement on the ALLL.  The revised statement was issued to ensure consistency with accounting principals generally accepted in the United States of America (GAAP) and more recent supervisory guidance.  The revised statement extends the applicability of the policy to credit unions.  Additionally, the agencies issued 16 FAQs to assist institutions in complying with both GAAP and ALLL supervisory guidance.

Highlights of the revised statement include the following:

·                     The revised statement emphasizes that the ALLL represents one of the most significant estimates in an institution’s financial statements and regulatory reports and that an assessment of the appropriateness of the ALLL is critical to an institution’s safety and soundness.

·                     Each institution has a responsibility to develop, maintain, and document a comprehensive, systematic, and consistently applied process for determining the amounts of the ALLL.  An institution must maintain an ALLL that is sufficient to cover estimated credit losses on individual impaired loans as well as estimated credit losses inherent in the remainder of the portfolio.

·                     The revised statement updates the previous guidance on the following issues regarding ALLL: (1) responsibilities of the board of directors, management, and bank examiners; (2) factors to be considered in the estimation of ALLL; and (3) objectives and elements of an effective loan review system.

 

The Company and its board of directors have discussed the revised statement and believe that the Company’s ALLL methodology is comprehensive, systematic, and that it is consistently applied across the Company.  The Company believes its management information systems, independent credit administration process, policies and procedures are sufficient to address the guidance.

Other Pending and Proposed Legislation

 

Other legislative and regulatory initiatives which could affect the Company, the Bank and the banking industry in general are pending, and additional initiatives may be proposed or introduced, before the U.S. Congress, the California legislature and other governmental bodies in the future. Such proposals, if enacted, may further alter the structure, regulation and competitive relationship among financial institutions, and may subject the Bank to increased regulation, disclosure and reporting requirements. In addition, the various banking regulatory agencies often adopt new rules and regulations to implement and enforce existing legislation. It cannot be predicted whether, or in what form, such legislation or regulations may be enacted or the extent to which the business of the Company or the Bank would be affected thereby.

 

 

Item 1A.  Risk Factors

 

Statements and financial discussion and analysis by management contained throughout this report, that are not historical facts are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve a number of risks and uncertainties. Factors that could cause actual results to differ materially from forward-looking statements herein include, without limitation, the factors set forth below. The risks and uncertainties described below are not all inclusive because additional risks and uncertainties not presently known to management or that management currently believes are immaterial also may impair the Company’s business. If any of the events described in the following risk factors occur, our business, results of operations and financial condition could be materially adversely affected. In addition, the trading price of the Company’s common stock could decline due to any of the events described in these risks.  

We have started separating out the Risk Factors section into two parts, one relating to the banking business and the other relating to the stock.  This is to make it easier for the reader to follow and also to eliminate the need to decide which of the factors concerning the stock are more and less important than some of the ones concerning the bank.  So please insert the following  heading here before you start the first risk factor:

 

Risks Relating to our Bank and the Banking Business

 

Our business has been and may continue to be adversely affected by volatile conditions in the financial markets and deteriorating economic conditions generally. The United States economy has been in a recession since December 2007.  Negative developments in the latter half of 2007 and in 2008 in the financial services industry resulted in uncertainty in the financial markets in general and a related economic downturn, which have continued throughout 2009 and into 2010. Business activity across a wide range of industries and regions is greatly reduced and many local governments and businesses are in serious difficulty due to the lack of consumer spending and the lack of liquidity in the credit markets. Unemployment has increased significantly. 

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Since mid-2007 and particularly during the second half of 2008 and the first half of 2009, the financial services industry and the securities markets generally were materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to all mortgage and real estate asset classes, to leveraged bank loans and to nearly all other asset classes, including equities. The global markets have been characterized by substantially increased volatility and short-selling and an overall loss of investor confidence, initially in financial institutions but more recently in companies in a number of other industries and in the broader markets.

 

Market conditions have also contributed to the failure of a number of prominent financial institutions. Financial institution failures or near-failures have resulted in further systemic losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with them as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit default swap spreads, to cause rating agencies to lower credit ratings, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in rates on advances from the Federal Reserve and other government actions. Some banks and other lenders have suffered significant losses and have been reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of declining asset values on the value of collateral. The foregoing has significantly weakened the strength and liquidity of many financial institutions worldwide. In 2008 and 2009, the U.S. government, the Federal Reserve and other regulators took numerous steps to increase liquidity and to restore investor confidence, including investing approximately $250 billion in the equity of banking organizations, but asset values continued to decline and access to liquidity remains limited for weakened institutions. 

 

As a result of these financial and economic crises, many lending institutions, including our company, have experienced declines in the performance of their loans. Our total non-performing assets increased to $ 1.5 million or 2.5% of total gross loans and other real estate owned (OREO) at December 31, 2009, compared to $1.1 million or 2.1% at December 31, 2008. Non-performing loans increased to $1.5 million at December 31, 2009 compared to $0.4 million at the previous year end, while OREO decreased from $653,000 at December 31, 2008 to $25,000 at December 31, 2009. In addition, the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline.  Financial institution stock prices have been negatively affected, and the ability of banks and bank holding companies to raise capital or borrow in the debt markets has become more difficult compared to recent years.  As a result, there is the potential for new federal or state laws and regulations regarding lending and funding practices and liquidity standards, and bank regulatory agencies have been very aggressive in responding to concerns and trends identified in examinations, including the expected issuance of many formal or informal enforcement actions or regulatory initiatives.  While our recently concluded regulatory exam did not result in any such action or order, the impact of new legislation in response to those developments could restrict our business operations, including our ability to originate or sell loans, and could adversely impact our financial performance or stock price.

 

In addition, further negative market developments may affect consumer confidence levels and may cause adverse changes in payment patterns, causing increased delinquencies and default rates, which could impact our charge-offs and provision for loan losses.  A worsening of these conditions would likely exacerbate the already adverse impact on us and others in the financial services industry.

 

The California economy, and economic conditions in the Inland Empire of Southern California where majority of the Company’s assets and deposits are generated, have been particularly hard hit, and the economic decline has been a major factor leading to the significant increase in the Company’s non-performing assets and loan charge-offs.  Overall, during the past year, the general business environment and local market conditions have had an adverse effect on our business, and there can be no assurance that the environment will improve in the near term.  Until conditions improve, it is expected that our business, financial condition and results of operations will be adversely affected.

 

Concentrations of real estate loans could subject the Company to increased risks in the event of a prolonged real estate recession or natural disaster.  The Bank’s loan portfolio is heavily concentrated in real estate loans, particularly commer­cial real estate.  At December 31, 2009, $50.9 million or 82.9% of our loan portfolio consisted of real estate loans, most of which are secured by real property in California.  Of this amount, $48.0 million represented loans secured by commercial real estate, and $2.9 million represented loans secured by single family residences.  Total non-performing assets increased to $ 1.5 million at December 31, 2009, compared to $1.1 million at December 31, 2008. Non-performing loans increased to $1.5 million at December 31, 2009 compared to $0.4 million at the previous year end, while OREO decreased from $653,000 at December 31, 2008 to $25,000 at December 31, 2009. Non-performing assets represented 2.4% and 2.1% of total gross loans and other real estate owned at December 31, 2009 and 2008, respectively.  See “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Nonperforming Assets,” for a detailed discussion of this increase

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The Inland Empire residential real estate market experienced continued declining prices and increasing foreclosures during 2008 and 2009. If residential real estate values slide further, and/or if this weakness flows over into commercial real estate, the Company’s nonperforming assets could increase from current levels.  Such an increase could have a material impact on our financial condition and results of operations, by reducing our income, increasing our expenses, and leaving less cash available for lending and other activities.  As noted above, the primary collateral for many of our loans consists of commercial real estate properties, and continued deterioration in the real estate market in the areas the Company serves would likely reduce the value of the collateral value for many of our loans and could negatively impact the repayment ability of many of our borrowers.  It might also reduce further the amount of loans the Company makes to businesses in the construction and real estate industry, which could negatively impact our organic growth prospects.  Similarly, the occurrence of a natural disaster like those California has experienced in the past, including earthquakes, brush fires, and flooding, could impair the value of the collateral we hold for real estate secured loans and negatively impact our results of operations.

 

In addition, the banking regulators are now giving commercial real estate or “CRE” loans greater scrutiny, due to risks relating to the cyclical nature of the real estate market and the related risks for lenders with high concentrations of such loans. The regulators have required banks with higher levels of CRE loans to implement enhanced underwriting, internal controls, risk management policies and portfolio stress testing, which has resulted in higher allowances for possible loan losses. Expectations for higher capital levels have also materialized. See “Regulation and Supervision – Commercial Real Estate Lending Concentrations” above.

 

The Company may experience loan losses in excess of  its allowance for loan and lease losses.  We are careful in our loan underwriting process in order to limit the risk that borrowers might fail to repay; nevertheless, losses can and do occur.  We create an allowance for estimated loan losses in our accounting records, based on estimates of the following:

 

·         historical experience with our loans;

·         evaluation of economic conditions;

·         regular reviews of the quality mix and size of the overall loan portfolio;

·         a detailed cash flow analysis for nonperforming loans;

·         regular reviews of delinquencies; and

·         the quality of the collateral underlying our loans.

 

We maintain an allowance for loan losses at a level that we believe is adequate to absorb specifically iden­tified losses as well as any other losses inherent in our loan portfolio at a given date.  However, changes in economic, operating and other conditions, including changes in interest rates, which are beyond our control, may cause our actual loan losses to exceed our current allowance estimates.  If actual losses exceed the amount reserved, it will have a negative impact on our profitability.  In addition, the Comptroller, as part of its supervisory function, periodically reviews our allowance for loan losses.  The Comptroller may require us to increase our provision for loan losses or to recognize further losses, based on its judgment, which may be different from that of our management.  Any increase in the allowance required by the Comptroller could also hurt our business.

 

The Company’s use of appraisals in deciding whether to make a loan on or secured by real property does not ensure the value of the real property collateral.  In considering whether to make a loan secured by real property, we generally require an appraisal of the property.  However, an appraisal is only an estimate of the value of the property at the time the appraisal is made.  If the appraisal does not reflect the amount that may be obtained upon any sale or foreclosure of the property, we may not realize an amount equal to the indebtedness secured by the property.

 

The Company’s expenses have increased and are likely to continue to increase as a result of higher FDIC insurance premiums.  Under the Federal Deposit Insurance Act, the FDIC, absent extraordinary circumstances, must establish and implement a plan to restore the deposit insurance reserve ratio to 1.15% of insured deposits at any time that the reserve ratio falls below 1.15%.  Recent bank failures have depleted the deposit insurance fund balance, which was in a negative position by the end of 2009, and the FDIC currently has eight years to bring the reserve ratio back to the statutory minimum.  The FDIC expects insured institution failures to peak in 2010, which will result in continued charges against the Deposit Insurance Fund, and they have implemented a restoration plan that changes both its risk-based assessment system and its base assessment rates.  As part of this plan, the FDIC imposed a special assessment in 2009 and also required the prepayment of three years of FDIC insurance premiums at the end of 2009.  See “Regulation and Supervision – Deposit Insurance” above.  The prepayments are designed to help address liquidity issues created by potential timing differences between the collection of premiums and charges against the DIF, but it is generally expected that assessment rates will continue to increase in the near term due to the significant cost of bank failures and the relatively large number of troubled banks.

 

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The Company’s business has been, and may continue to be, affected by a significant concentration of deposits within one industry, and a significant portion of such deposits are controlled by related parties. As of December 31, 2009 and 2008, deposits from escrow companies represented 12.0% and 16.1% of the Company’s total deposits, respectively. Four escrow companies accounted for 7.8% of total deposits at December 31, 2009. Further, approximately 39.3% of all deposits from escrow companies at December 31, 2009, representing 4.7% of total deposits at that date, were from escrow companies affiliated with certain directors of the Company.  Since 2007, the escrow industry has suffered a downturn due to a decrease in purchases and sales of real property, and it is anticipated that the difficulties in the real estate industry may continue for some time.  The deposits from escrow companies in the Company decreased from $11.4 million at December 31, 2008 to $11.1 million at December 31, 2009, while total deposits increased by $21.3 million during that same time period.  A further reduction in escrow deposits could have an adverse effect on the Company’s financial condition and earnings, although the decrease in the percentage of escrow deposits as a percentage of the total has reduced this future risk to some extent.  See also Notes 11 and 17 to the consolidated financial statements in Item 8 herein.  

The Company may not be able to continue to attract and retain banking customers at current levels, and our efforts to compete may reduce our profitability. Competition in the banking industry in the markets we serve may limit our ability to continue to attract and retain banking customers. The banking business in our current and intended future market areas is highly competitive with respect to virtually all products and services.  In California generally, and in our service areas specifically, branches of major banks dominate the commercial banking industry.  Such banks have substantially greater lending limits than we have, offer certain services we cannot offer directly, and often operate with “economies of scale” that result in lower operating costs than ours on a per loan or per asset basis.  We also compete with numerous financial and quasi-financial institutions for deposits and loans, including providers of financial services over the Internet. Technology and other changes are allowing parties to complete financial transactions that historically have involved banks through alternative methods. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts or mutual funds. Consumers can also complete transactions such as paying bills and/or transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries, known as “disintermediation,” could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost deposits as a source of funds could have a material adverse effect on our financial condition and results of operations.

In addition, the  increase in concerns about bank failures, customers increasingly are concerned about the extent to which their deposits are insured by the FDIC. Customers may withdraw deposits in an effort to ensure that the amount they have on deposit with their bank is fully insured. Decreases in deposits may adversely affect our funding costs and net income.  Ultimately, competition can and does increase our cost of funds, reduce loan yields, and drive down our net interest margin, thereby reducing profitability.  It can also make it more difficult for us to continue to increase the size of our loan portfolio and deposit base, and could cause us to rely more heavily on wholesale borrowings, which are generally more expensive than deposits, as a source of funds in the future.  See “Item 1, Business – Competition.”

If we are not able to successfully keep pace with technological changes affecting the industry, our business could be hurt.  The financial services industry is constantly undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better service clients and reduce costs.  Our future success depends, in part, upon our ability to address the needs of our clients by using technology to provide products and services that will satisfy client demands, as well as create additional efficiencies within our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients. Failure to successfully keep pace with technological change in the financial services industry could have a material adverse impact on our business and, in turn, on our financial condition and results of operations.

If the Emergency Economic Stabilization Act of 2008 and other recently enacted government programs do not help stabilize the U.S. financial system, our operations could be adversely affected.  The Emergency Economic Stabilization Act of 2008 (as augmented by the Stimulus Bill) was intended to stabilize and provide liquidity to the U.S. financial markets.  The U.S. Treasury and banking regulators have implemented a number of programs under this legislation and otherwise to address capital and liquidity issues in the banking system, including the TARP Capital Purchase Program.  In addition, other regulators have taken steps to attempt to stabilize and add liquidity to the financial markets, such as the FDIC Temporary Liquidity Guarantee Program ("TLG Program").  We did not elect to participate in the TARP Capital Purchase Program.

It cannot currently be predicted what impact the EESA and other programs will ultimately have on the financial markets. The failure of the EESA and other programs to stabilize the financial markets and a continuation or worsening of current financial market conditions could materially and adversely affect our business, financial condition, results of operations, access to credit, or the trading price of our common stock.

14


The EESA is relatively new legislation and, as such, is subject to change and evolving interpretation. As a result, it is impossible to predict the effects that such changes will have on the effectiveness of the EESA or on our business, financial condition or results of operations.

We may be adversely affected by the soundness of other financial institutions.  Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships.  We have exposure to many different industries and counterparties, and routinely execute transactions with counterparties in the financial services industry, including commercial banks, brokers and dealers, investment banks, and other institutional clients.  Many of these transactions expose us to credit risk in the event of a default by a counterparty or client.  In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the credit or derivative exposure due to us.  Any such losses could adversely affect our business, financial condition or results of operations.

If our information systems were to experience a system failure or a breach in our network security, our business and reputation could suffer.  We rely heavily on communications and information systems to conduct our business. The computer systems and network infrastructure we use could be vulnerable to unforeseen problems.  Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event.  In addition, we must be able to protect our computer systems and network infrastructure against physical damage, security breaches and service disruption caused by the Internet or other users.  Such computer break-ins and other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure.  We have policies and procedures designed to prevent or limit the effect of the failure, interruption or security breach of our information systems and with the help of third-party service providers, will continue to implement security technology and monitor and update operational procedures to prevent such damage.  However, if such failures, interruptions or security breaches were to occur, they could result in damage to our reputation, a loss of customer business, increased regulatory scrutiny, or possible exposure to financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

 

The Company’s earnings are subject to interest rate risk, especially if rates fall. Banking companies' earnings depend largely on the relationship between the cost of funds, primarily deposits and borrowings, and the yield on earning assets, such as loans and investment securities. This relationship, known as the interest rate spread, is subject to fluctuation and is affected by the monetary policies of the FRB, the international interest rate environment, as well as by economic, regulatory and competitive factors which influence interest rates, the volume and mix of interest‑earning assets and interest‑bearing liabilities, and the level of nonperforming assets.  Many of these factors are beyond our control.  Fluctuations in interest rates affect the demand of customers for our products and services. We are subject to interest rate risk to the degree that our interest‑bearing liabilities reprice or mature more slowly or more rapidly or on a different basis than our interest‑earning assets.  Given our current volume and mix of interest‑bearing liabilities and interest‑earning assets, our interest rate spread could be expected to increase during times of rising interest rates and, conversely, to decline during times of falling interest rates.  Therefore, significant fluctuations in interest rates may have an adverse or a positive effect on our results of operations.  See “Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations – Interest Rate Risk Management.”

 

Risks Related to our Common Stock

 

There is a limited public market for the Company’s stock, so shareholders may be unable to sell their shares at the times and in the amounts they desire. The Company’s stock is not listed on any national or regional exchange or on the National Association of Securities Dealers Automated Quotation System ("NASDAQ"), although the stock is quoted for trading on the Over-the-Counter (“OTC”) Bulletin Board. While the Company’s common stock is not subject to any specific restrictions on transfer, shareholders may have difficulty selling their shares of common stock at the times and in the amounts they desire.

The price of our common stock may fluctuate significantly, and this may make it difficult for you to sell shares of common stock at times or at prices you find attractive.  The trading price of the shares of our common stock and the value of our other securities will depend on many factors which may change from time to time, including, without limitation, our financial condition, performance, creditworthiness and prospects, future sales of our equity or equity related securities, and other factors identified elsewhere in this “RISK FACTORS” section.  In addition, the stock market is subject to broad fluctuations that affect the market prices of the shares of many companies, including ours.  Many of these factors are beyond our control.  Among the factors that could affect our common stock price in the future are:

 

·         actual or anticipated quarterly fluctuations in our operating results and financial condition;

·         changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts;

·         formal regulatory action against us;

·         failure to meet analysts’ revenue or earnings estimates;

15


·         speculation in the press or investment community;

·         strategic actions by us or our competitors, such as acquisitions or restructurings;

·         acquisitions of other banks or financial institutions, through FDIC-assisted transactions or otherwise;

·         actions by institutional shareholders;

·         fluctuations in the stock price, trading volumes, and operating results of our competitors;

·         general market conditions and, in particular, developments related to the financial services industry;

·         proposed or adopted regulatory changes or developments;

·         anticipated or pending investigations, proceedings, or litigation that involve or affect us; and

·         domestic and international economic factors unrelated to our performance.

 

The stock market and, in particular, the market for financial institution stocks, has experienced significant volatility.  As a result, the market price of our common stock may be volatile.  In addition, the trading volume in our common stock may fluctuate more than usual with significant price variations occurring.  The capital and credit markets have been experiencing volatility and disruption for more than a year. In recent months, the volatility and disruption have reached unprecedented levels.  In some cases, the markets have produced downward pressure on stock prices and credit availability for certain issuers without regard to those issuers’ underlying financial strength.  A significant decline in our stock price could result in substantial losses for individual shareholders and could lead to costly and disruptive securities litigation.

 

The Company does not expect to pay cash dividends in the foreseeable future. The Company presently intends to continue to follow a policy of retaining earnings, if any, for the purpose of increasing the net worth and reserves of the Company. According­ly, it is anticipated that no cash dividends will be declared for the foreseeable future.

The Company is a legal entity separate and distinct from its banking subsidiary. Substantially all of the Company’s revenue and cash flow, including funds available for the payment of dividends and other operating expenses, is dependent upon the payment of dividends to the Company by the Bank. Dividends payable to the Company by the Bank are restricted under federal laws and regulation. See “Item 5, Market for Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.”

 

The Company depends on its executive officers and key personnel to implement its business strategy and could be harmed by the loss of their services. The Company’s future success depends in large part upon the continuing contributions of its key management personnel. If the Company loses the services of one or more key personnel within a short period of time, it could be adversely affected. The Company’s future success is also dependent upon its continuing ability to attract and retain other highly qualified personnel. Competition for such employees among financial institutions in California is intense. The Company’s inability to attract and retain additional key officers could adversely affect the Company. The Company can provide no assurance that the Company will be able to retain any of its key officers and employees or attract and retain qualified personnel in the future. The Bank has one employment contract with its President, Dann H. Bowman, that provides for, among other things, severance payments if the employment arrangement is terminated without cause.

Item 1B. Unresolved Staff Comments

Not Applicable

Item 2. Description of Properties

The Company's main office and administrative headquarters are located at 14345 Pipeline Avenue, Chino, California. The Company leases these premises pursuant to a lease which within an initial term which expired on June 30, 2005, and the Company exercised its one renewal option for an additional five-year term. Current rent expense under the lease is $7,258 per month. The Company's main office consists of approximately 7,000 square feet of interior floor space in a single-story 13,000 square foot commercial office building. The office has a vault, teller windows, customer parking and one automated teller machine located on the exterior of the building. The lease on the building expires in June 2010, and it is anticipated that the Bank will enter into a lease extension for a significant period.

 

On January 5, 2006 the Bank opened its second branch facility at 1551 S. Grove Avenue, Ontario, California. The initial land purchase was finalized in June 2005 for $639,150 and construction of the 6,390 square foot Bank premises was completed in late 2005. The final cost of construction and equipment totaled $1,287,208. This single story building has a vault, teller windows, customer parking and one automated teller machine located on the exterior of the building.

 

16


On December 30, 2009 the Bank purchased property to open a third branch facility at 8229 Rochester Avenue, Rancho Cucamonga, California. The purchase price was $1,263,420. The cost of construction and equipment will be approximately $608,400 and is scheduled for completion in late March 2010. At this time, the branch is scheduled to open on April 5, 2010. This single story building will have a vault, teller windows, customer parking and one automated teller machine located on the exterior of the building.

 

In the opinion of Management, the Bank’s properties are adequately covered by insurance.  

 

Item 3.  Legal Proceedings

 

From time to time, the Company is a party to claims and legal proceedings arising in the ordinary course of business. After taking into consideration information furnished by counsel to the Company as to the current status of these claims or proceedings to which the Company is a party, management is of the opinion that the ultimate aggregate liability represented thereby, if any, will not have a material adverse affect on the financial condition of the Company.

 

Item 4.  Reserved

 

 

17


PART II

 

Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

Trading History

 

To date, there has been only a very limited market for the Company’s common stock, and although the stock is not subject to any specific restrictions on transfer, there can be no assurance that a more active trading market will develop in the future, or if developed, that it will be maintained. The Company’s common stock is quoted for trading on the OTC Bulletin Board under the symbol “CCBC.”  Management is aware of the following securities dealers, which actively make a market in the Company’s common stock:  The Stone & Youngberg LLC, Big Bear Lake, California; and Wedbush Morgan Securities, Portland Oregon (the “Securities Dealers”).

 

The information in the table below indicates the high and low “bid” and “asked” quotations and approximate volume of trading for the common stock for the years ended December 31, 2009 and 2008, and is based upon information provided by the securities dealers. These quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and do not reflect the actual transactions and do not include nominal amounts traded directly by shareholders or through dealers other than the Securities Dealers.

 

 

Trades for

 

 

 

 

the Company's

 

  Approximate

 

Common Stock

 

Trading Volume

 

High

 

Low

 

 

 

 

 

 

 

 

 

 

Year Ended December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

Fourth Quarter . . . . . . . . . . . . . . . .

 $    17.00

 

 $    13.90

 

4,452

 

Third Quarter . . . . . . . . . . . . . . . . .

 $    16.40

 

 $    12.50

 

4,469

 

Second Quarter. . . . . . . . . . . . . . . .

 $    15.00

 

 $    10.05

 

12,924

 

First Quarter  . . . . . . . . . . . . . . . . .

 $    10.50

 

 $      8.25

 

20,849

 

 

 

 

 

 

 

 

Year Ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Fourth Quarter . . . . . . . . . . . . . . . .

 $    16.50

 

 $      9.00

 

26,058

 

Third Quarter . . . . . . . . . . . . . . . . .

 $    17.00

 

 $    16.00

 

3,559

 

Second Quarter. . . . . . . . . . . . . . . .

 $    22.00

 

 $    17.00

 

7,109

 

First Quarter  . . . . . . . . . . . . . . . . .

 $    24.75

 

 $    20.50

 

18,066

 

 

 

 

Holders

 

As of March 1, 2010 there were approximately 612 shareholders of the Company’s Common Stock. Per the Company’s stock transfer agent there were 401 registered holders of record on that date, and there were approximately 211 beneficial holders whose shares are held under a street name.

 

Dividends

 

The Company’s ability to declare dividends, as a bank holding company that currently has no significant assets other than its equity interest in the Bank, depends primarily upon dividends it receives from the Bank. The Bank's dividend practices in turn depend upon legal restrictions, the Bank's earnings, financial position, current and antici­pated capital requirements, and other factors deemed relevant by the Bank's Board of Directors at that time.

18


 

Shareholders are entitled to receive dividends only when and if declared by the Company’s Board of Directors. Prior to the holding company reorganization effective July 1, 2006, the Bank had not paid any cash dividends. The Company has not paid any cash dividends since July 1, 2006, and does not intend to pay any cash dividends in the foreseeable future. To the extent that the Company receives cash dividends from the Bank, the Company presently uses those funds, primarily, to service subordinated debt related to its trust preferred securities (see Note 22 to the consolidated financial statements in item 8.) No assurance can be given that the Company’s earnings will permit the payment of dividends of any kind in the future.  

 

The Bank’s ability to pay cash dividends to the Company is also subject to certain legal limitations under federal laws and regulations.  No national bank may, pursuant to 12 U.S.C. Section 56, pay divi­dends from its capital; all dividends must be paid out of net profits then on hand, after deducting for expenses including losses and bad debts. The payment of dividends out of net profits of a national bank is further limited by 12 U.S.C. Section 60(a) which prohibits a bank from declaring a dividend on its shares of common stock until the surplus fund equals the amount of capital stock, or if the surplus fund does not equal the amount of capital stock, until one-tenth of the Bank's net profits of the preceding half-year in the case of quarterly or semiannual dividends, or the preceding two consecutive half-year periods are transferred to the surplus fund before each dividend is declared. 

 

Pursuant to 12 U.S.C. Section 60(b), the approval of the Comptrol­ler shall be required if the total of all dividends declared by the Bank in any calendar year shall exceed the total of its net profits for that year combined with its net profits for the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock. The Comptroller has adopted guidelines, which set forth factors which are to be considered by a national bank in determining the payment of dividends. A national bank, in assessing the payment of dividends, is to evaluate the bank's capital position, its maintenance of an adequate allowance for loan losses, and the need to review or develop a comprehensive capital plan, complete with financial projections, budgets and dividend guidelines. Therefore, the payment of dividends by the Bank is also governed by the Bank's ability to maintain minimum required capital levels and an adequate allowance for loan and lease losses. Additionally, pursuant to 12 U.S.C. Section 1818(b), the Comptrol­ler may prohibit the payment of any dividend which would constitute an unsafe and unsound banking practice.

 

The Company’s ability to pay dividends is also limited by state corporation law. The California General Corporation Law allows a California corporation to pay dividends if the company’s retained earnings equal at least the amount of the proposed dividend. If the company does not have sufficient retained earnings available for the proposed dividend, it may still pay a dividend to its shareholders if immediately after the dividend the sum of the company's assets (exclusive of goodwill and deferred charges) would be at least equal to 125% of its liabilities (not including deferred taxes, deferred income and other deferred liabilities) and the current assets of the company would be at least equal to its current liabilities, or, if the average of its earnings before taxes on income and before interest expense for the two preceding fiscal years was less than the average of its interest expense for the two preceding fiscal years, at least equal to 125% of its current liabilities. In addition, during any period in which it has deferred payment of interest otherwise due and payable on its subordi­nated debt securities, the Company may not make any dividends or distributions with respect to its capital stock (see Note 10 to the consolidated Financial Statements in Item 8).

 

Stock Repurchases

 

In October 2006, the Board of Directors approved a stock repurchase program pursuant to which the Company could purchase up to $3.0 million in its common stock in open market transactions or in privately negotiated transactions.  The repurchase program was initially approved for a period of up to 12 months and was funded by the proceeds of the trust preferred securities issued by the Company's subsidiary trust (see Note 10 to the consolidated Financial Statements included in Item 8 herein).  The Board of Directors has subsequently extended the program on multiple occasions and the program has remained in effect throughout 2009.  The Board also authorized an additional $100,000 and $200,000 for stock repurchases under the plan in October 2007 and February 2009, respectively.  (A further extension and authorization of additional funds is discussed in "Recent Developments" in Item 1 above.) 

 

Since the commencement of the repurchase program in 2006 through December 31, 2009 the Company has acquired and retired 158,386 of its shares at an average price of $20.70 per share. The repurchase program is designed to improve the Company's return on equity and earnings per share, and to provide an additional outlet for shareholders interested in selling their shares.  Repurchases pursuant to the program are made at the prevailing market prices from time to time in open market transactions or in privately negotiated transactions.  The timing of the purchases and the number of shares to be repurchased at any given time will depend on market conditions and SEC regulations.

19


 The following table provides information concerning the Company’s repurchases of its common stock during 2009: 

 

 

1st quarter

 

2nd quarter

 

3rd quarter

 

4th quarter

 

 

 

 

 

 

 

 

Average per share price

 $           9.61

 

 $          11.86

 

 $               -  

 

 $      15.00

Number of shares purchased as part of  publicly announced plan or program

12,281

 

2,254

 

0

 

2,250

Cumulative shares repurchased under program

12,281

 

14,535

 

14,535

 

16,785

Maximum number of shares remaining for (or approximate dollar value) purchase under a plan or program

 $       81,978

 

 $        55,241

 

 $        55,241

 

 $    21,490

 

 

 

Equity Compensation Plan Information

The following table provides information as of December 31, 2009, with respect to options outstanding and available under the Company’s 2000 Stock Option Plan, which is the Company’s only equity compensation plan other than an employee benefit plan meeting the qualification requirements of Section 401(a) of the Internal Revenue Code.

 

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options

Weighted-Average Exercise Price of Outstanding Options

Number of Securities Remaining Available for Future Issuance

Equity compensation plans approved by security holders.

 97,394

$7.32

108,405

 

 

 

Item 6. Selected Financial Data

 

The following table presents selected historical financial information concerning the Company [1], which should be read in conjunction with the Company’s audited financial statements, including the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included elsewhere herein. The selected financial data as of December 31, 2009 and 2008, and for each of the years in the three year period ended December 31, 2009, is derived from the Company’s audited financial statements and related notes which are included in this Annual Report. The selected financial data for prior years is derived from the Company’s audited financial statements which are not included in this Annual Report.

 

 

 

 

 

 

[1] Inasmuch as Chino Commercial Bancorp did not acquire the outstanding shares of the Bank until July 1, 2006, the financial information contained throughout this Annual Report for 2005 and earlier, is for the Bank only. 

 


20


 

 

Selected Financial Date

 

As of and For the Years Ended December 31,

 

2009

2008

2007

2006

2005

 

(Dollars in Thousands, except per share data)

 

 

 

 

 

 

Selected Balance Sheet Data:

 

 

 

 

 

Total assets

 $    103,581

 $      83,393

 $  79,949

 $   90,475

 $  91,332

Investment securities held to maturity

2,292

3,167

3,873

4,784

5,851

Investment securities available for sale

5,568

8,792

7,339

11,839

16,311

Loans receivable, net 1

60,113

48,986

52,374

51,021

41,807

Deposits

92,288

70,998

70,397

79,454

84,022

Non-interest bearing deposits

35,872

32,601

42,271

53,845

62,611

FHLB advances

994

2,400

– 

– 

– 

Subordinated notes payable to subsidiary trust

3,093

3,093

3,093

3,093

– 

Stockholders’ equity

6,467

6,181

5,886

7,453

6,694

Selected Operating Data:

 

 

 

 

 

Interest income

4,877

4,399

5,146

5,086

4,235

Interest expense

1,152

973

976

512

260

Net interest income

3,725

3,426

4,170

4,574

3,975

Provision for loan losses

779

472

179

72

137

Net interest income after provision for loan losses

2,946

2,954

3,991

4,503

3,838

Non-interest income

1,078

1,093

935

704

579

Non-interest expense

3,507

3,574

3,714

3,570

2,965

Income tax expense

166

164

469

627

567

Net income

 $           351

 $           309

 $       743

 $     1,010

 $       885

Share Data:

 

 

 

 

 

Basic income per share

 $          0.50

 $          0.44

 $      1.02

 $       1.23

 $      1.08

Diluted income per share

 $          0.48

 $          0.41

 $      0.94

 $       1.14

 $      1.00

Weighted average common shares outstanding:

 

 

 

 

 

Basic

702,899

700,349

727,894

821,996

818,453

Diluted

735,419

750,115

788,842

883,736

884,212

Performance Ratios:2

 

 

 

 

 

Return on average assets

0.37%

0.40%

0.88%

1.14%

1.05%

Return on average equity

5.66%

5.32%

12.68%

13.91%

14.03%

Equity to total assets at the end of the period

6.24%

7.41%

7.36%

8.24%

7.33%

Net interest spread3

3.53%

3.58%

3.74%

4.40%

4.04%

Net interest margin4

4.41%

5.02%

5.53%

5.78%

5.13%

Average interest-earning assets to

 

 

 

 

 

average interest-bearing liabilities

164.45%

200.89%

235.81%

314.74%

425.45%

Net loans to deposits at year end

65.14%

69.00%

74.40%

65.16%

50.58%

Core efficiency ratio5

73.02%

79.09%

72.75%

67.64%

65.11%

Non-interest expense to average assets

3.71%

4.62%

4.62%

4.01%

3.51%

21


 

 

Selected Financial Data (continued)

 

As of and For the Years Ended December 31,

 

2009

2008

2007

2006

2005

 

(Dollars in Thousands, except per share data)

 

 

 

 

 

 

Regulatory Capital Ratios: 2

 

 

 

 

 

Average equity to average assets

6.55%

7.13%

6.96%

8.16%

7.46%

Leverage capital

8.23%

10.37%

9.78%

11.19%

7.54%

Tier I risk-based

11.67%

13.57%

12.67%

16.09%

12.14%

Risk-based capital

14.24%

16.48%

15.72%

18.08%

13.21%

Asset Quality Ratios:2, 6

 

 

 

 

 

Allowance for loan losses as a percent of gross loans receivable1

2.08%

1.41%

1.36%

1.19%

1.28%

Net charge-offs to average loans held for investment

0.36%

0.96%

0.14%

n/a

n/a

Non-performing loans to total loans held for investment

2.43%

0.83%

n/a

n/a

n/a

 

 

 

 

 

 

1 The allowance for loan losses at December 31, 2009, 2008, 2007, 2006, and 2005 were $1,277,526, $702,409, $725,221, $615,808, and $544,140, respectively.

2 Asset quality ratios and regulatory capital ratios are end of period ratios.  Performance ratios are based on average daily balances during the periods indicated.

3 Net interest spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.

4 Net interest margin represents net interest income as a percent of interest-bearing assets.

5 Core efficiency ratio represents non-interest expense as a percent of net interest income plus core non-interest income. Core non-interest income excludes gains on the sale of investment securities.

6 For definitions and further information relating to the Bank’s regulatory capital requirements, see “Regulation and Supervision – Capital Adequacy Requirements” in item 1 above.

 

 

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

 

This discussion presents Management’s analysis of the financial condition and results of operations of the Company as of and for each of the years in the three year period ended December 31, 2009. The discussion should be read in conjunction with the consolidated Financial Statements of the Company and the Notes related thereto presented elsewhere in this Form 10-K Annual Report.

 

Statements Regarding Forward-Looking Information

 

Except for historical information contained herein, the matters discussed or incorporated by reference in this report contain forward-looking statements within the meaning of Section 17A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1937 (the “Exchange Act”), that involve substantial risks and uncertainties.

 

When used in this report, or in the documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” and similar expressions identify certain of such forward-looking statements.  Actual results of Chino Commercial Bancorp could differ materially from such forward-looking statements contained herein. Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Company operates); changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines and in government legislation and regulation (which change from time to time and over which the Company has no control); other factors affecting the Company’s operations, markets, products and services; and other risks detailed in this Form 10-K and in the Company’s other reports filed with the SEC pursuant to the rules and regulations of the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date thereof. Risk factors that could cause actual results to differ materi­ally from those in forward-looking statements include but are not limited to those outlined previously in Item 1A – Risk Factors.

22


 

 

Critical Accounting Policies

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in the Company’s financial statements and accompanying notes. Management believes that the judgments, estimates and assumptions used in preparation of the Company’s financial statements are appropriate given the factual circumstances as of December 31, 2009.

Various elements of the Company’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Critical accounting policies are those that involve the most complex and subjective decisions and assessments and have the greatest potential impact on the Company’s results of operation. In particular, management has identified one accounting policy that, due to judgments, estimates and assumptions inherent in this policy, and the sensitivity of the Company’s financial statements to those judgments, estimates and assumptions, are critical to an understanding of the Company’s financial statements. This policy relates to the methodology that determines the allowance for loan losses.  Management has discussed the development and selection of this critical accounting policy with the Audit Committee of the Board of Directors. Although Management believes the level of the allowance at December 31, 2009 was adequate to absorb losses inherent in the loan portfolio, a further decline in the regional economy may result in increasing losses that cannot reasonably be predicted at this time. For continued information regarding the allowance for loan losses see “Comparison of Financial Condition at December 31, 2009 and December 31, 2008—Allowance for Loan Losses,” and Note 2 to the Company’s audited financial statements included under Item 8 – ”Financial Statements.”

 

Recently Issued Accounting Standards

Refer to Note 2 to the Financial Statements – “Summary of Significant Accounting Policies – Recent Accounting Pronouncements” for discussion of the recently issued accounting standards.

Summary of Performance

 

For the year ended December 31, 2009, the Company recorded net income of $350,671 compared with $308,948 for the year ended December 31, 2008, an increase of 13.5%. Net income in 2008 was $433,661 lower than 2007 net income of $742,609. Net income per basic share was $0.50 for 2009, as compared to $0.44 in 2008 and $1.02 in 2007. The Company’s Return on Average Equity was 5.66% and Return on Average Assets was 0.37% in 2009, compared 5.32% and 0.40%, respectively for 2008, and 12.68% and 0.88%, respectively in 2007.

 

The following are factors impacting the Company’s results of operations in recent years:

 

·         The loan loss provision was $307,510 higher in 2009 than in 2008, an increase of 65.2%; and was $292,117 higher in 2008 than in 2007, representing a 162.8% increase. The Company increased its loan loss provision in 2008 due to the growth of its loan portfolio and a declining economy. The Company increased its loan loss provision in 2009 due to a substantial increase in loan receivable balances, the increase in non-performing loans, and credit quality concerns stemming from the deteriorated economic conditions, continued weakness in the real estate sector. The increase in the provision for loan losses during 2008 reflects the credit concerns during the downturn on the economy, an increase in charged-off loans, and an increase in non-performing assets (see below).

·         Net interest income increased $299,313 in 2009 compared to 2008, an 8.7% increase, and net interest income decreased $744,509 in 2008 compared to 2007, a 17.9% decrease. The increase in 2009 in net interest income was due primarily to increases in loans and investments, offset with increases in interest-bearing liabilities. Average interest earning assets         increased $16.2 million in 2009 compared to 2008, and declined $7.1 million in 2008 compared to 2007. In 2009, average interest-bearing liabilities increased $17.3 million, compared to 2008, and in 2008, average interest-bearing liabilities increased $2.4 million, compared to 2007. The net interest margin declined from 5.53% in 2007, to 5.02% in 2008, to 4.41% in 2009 due principally to a drop in the interest rates on interest earning assets, an increase in cost of funds in 2009 resulted from an increase in total interest-bearing deposits, and a lower deposit mix.

23


·         Non-interest income decreased by $14,971, or 1.4%, in 2009 relative to 2008, and increased by $157,426, or 16.8% in 2008 over 2007. Dividend income from FHLB stock was not received in 2009, reducing dividend income $33,951, or 78.3% in 2009. Loss on the sale of OREO further reduced 2009 non-interest income by $20,437 or 1.9%. An area of improvement in both years is the increase in service charges on deposits, which increased $34,945, or 3.7%, in 2009 relative to 2008, and increased $148,511, or 18.5%, in 2008 over 2007. This is due to increases in volume subject to analysis charges and returned item charges. The Company did not increase its per item service charges.

·         Operating expense decreased by $67,368, or 1.9%, in 2009 in comparison to 2008, and declined by $140,472, or 3.8%, in 2008 over 2007. All operating expense categories declined in 2009 in comparison to 2008 except for regulatory assessments and insurance. Regulatory assessments increased $133,706, or 153.8% in 2009 compared to 2008. The largest component of operating expenses is salaries and employee benefits, which changed slightly over the three-year periods. Salaries and employee benefits decreased by $25,443 or 1.3% in 2009 compared to 2008, and increased $20,420 or 1.1% in 2008, compared to 2007.

 

The following are additional factors that are key in understanding our current financial condition:

 

·         Total assets increased by $20.2 million, or 24.2%, during 2009. Although loans increased $11.6 million, or 23.4%, during 2009, investments increased $8.8 million, or 36.1%. Included in the increase in investments is $12.9 million in short-term, interest-bearing deposits in other banks.  As loan demand increases and investment securities become more profitable, the Company will decrease its investment in deposits in other banks and fund higher-yielding interest earning assets.  

·         Total deposits increased substantially to $92.3 million at December 31, 2009 from $71.0 million at December 31, 2008, a 30.0% increase. Total non-interest bearing deposits increased from $32.6 million at December 31, 2008 to $35.9 million for reporting period ended December 31, 2009, a 10.0% increase. Interest-bearing deposits increased from $38.4 million at the prior year end to $56.4 million at December 31, 2009, a 46.9% increase. The increase in interest-bearing deposits is the result of the Company’s focus on attracting new customers.

·         Nonperforming assets were $1.5 million or 2.5% of total loans and other real estate owned at December 31, 2009, compared to $1.1 million, or 2.1% of total loans and other real estate owned at December 31, 2008. Non performing loans were $1.5 million or 2.4% of total loans at December 31, 2009 (compared to $0.4 million or 0.8% at December 31, 2008), and consisted of two commercial loan secured by real estate and three commercial loans secured by second and junior trust deeds with collateral values that are believed to be sufficient to cover the debts. Other real estate owned at December 31, 2009 consisted of a participated interest in one single family home at $24,861.

 

 

Results of Operations

 

Net Interest Income and Net Interest Margin

 

The Company earns income from two primary sources: The first is net interest income, which is interest income generated by earning assets less interest expense on interest-bearing liabilities; the second is non-interest income, which primarily consists of customer service charges and fees but also comes from non-customer sources such as bank-owned life insurance. The majority of the Company’s non-interest expenses are operating costs that relate to providing a full range of banking services to the Bank’s customers.

 

 

Net interest income was $3.7 million in 2009, compared to $3.4 million in 2008 and $4.2 million in 2007. This represents an increase of 8.7% in 2009 over 2008, and a decrease of 17.9% in 2008 over 2007.  The Company’s net interest income is affected by the change in the level and the mix of interest-earning assets and interest-bearing liabilities, referred to as volume changes. The Company’s net interest income is also affected by changes in the yields earned on assets and rates paid on liabilities, referred to as rate changes. Interest rates charged on the Company’s loans are affected principally by the demand for such loans, the supply of money available for lending purposes and other factors. Those factors are, in turn, affected by general economic conditions and other factors beyond the Bank’s control, such as federal economic policies, the general supply of money in the economy, legislative tax policies, the governmental budgetary matters, and the actions of the FRB.

24


The following table sets forth certain information relating to the Company for the years ended December 31, 2009, 2008 and 2007.  The yields and costs are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods shown below. Average balances are derived from average daily balances.  Yields include amortized loan fees and costs, which are considered adjustments to yields. The table reflects the Bank’s average balances of assets, liabilities and stockholders’ equity; the amount of interest income or interest expense; the average yield or rate for each category of interest-earning assets and interest-bearing liabilities; and the net interest spread and the net interest margin for the periods indicated:

 

Distribution, Rate & Yield

 

 

Years ended December 31,

 

2009

 

2008

 

2007

 

Average

 

 Income/

 

Average

 

Average

 

 Income/

 

Average

 

Average

 

 Income/

 

Average

 

Balance

 

Expense

 

Yield/Rate 4

 

Balance

 

Expense

 

Yield/Rate 4

 

Balance

 

Expense

 

Yield/Rate 4

 

($ in thousands)

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earnings assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans1

 $    56,450

 

 $    4,094

 

7.25%

 

 $    51,505

 

 $    3,827

 

7.44%

 

 $    51,798

 

 $    4,064

 

7.85%

U.S. government agencies securities

378

 

14

 

3.77%

 

703

 

28

 

4.00%

 

2,731

 

112

 

4.09%

Mortgage-backed securities

7,328

 

306

 

4.17%

 

7,884

 

359

 

4.54%

 

9,802

 

412

 

4.20%

Other securities & Due from banks time

20,313

 

463

 

2.28%

 

3,181

 

102

 

3.23%

 

2,195

 

108

 

4.95%

Federal funds sold

44

 

0

 

0.23%

 

5,035

 

83

 

1.65%

 

8,876

 

450

 

5.07%

Total interest-earning assets

84,513

 

 $    4,877

 

5.77%

 

68,308

 

 $    4,399

 

6.45%

 

75,402

 

 $    5,146

 

6.83%

Non-interest earning assets

9,976

 

 

 

 

 

9,111

 

 

 

 

 

9,313

 

 

 

 

Total assets

 $    94,489

 

 

 

 

 

 $    77,419

 

 

 

 

 

 $    84,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Money market and NOW deposits

 $    29,974

 

 $       566

 

1.88%

 

 $    23,946

 

 $       590

 

2.47%

 

 $    22,934

 

 $       606

 

2.65%

Savings

998

 

2

 

0.24%

 

1,159

 

3

 

0.25%

 

1,167

 

3

 

0.28%

Time deposits < $100,000

4,970

 

109

 

2.20%

 

2,690

 

78

 

2.89%

 

1,938

 

65

 

3.35%

Time deposits equal to or > $100,000

12,012

 

270

 

2.25%

 

3,027

 

97

 

3.23%

 

2,504

 

97

 

3.82%

Federal funds purchased

9

 

0

 

1.28%

 

37

 

1

 

2.92%

 

0

 

0

 

0.00%

Other borrowings

334

 

1

 

0.22%

 

50

 

0

 

0.13%

 

0

 

0

 

0.00%

Subordinated debenture

3,093

 

204

 

6.59%

 

3,093

 

204

 

6.61%

 

3,093

 

205

 

6.63%

Total interest-bearing liabilities

51,390

 

 $    1,152

 

2.24%

 

34,002

 

 $       973

 

2.87%

 

31,636

 

 $       976

 

3.09%

Non-interest bearing deposits

35,810

 

 

 

 

 

35,693

 

 

 

 

 

46,058

 

 

 

 

Non-interest bearing liabilities

1,096

 

 

 

 

 

1,914

 

 

 

 

 

1,369

 

 

 

 

Stockholders' equity

6,193

 

 

 

 

 

5,810

 

 

 

 

 

5,652

 

 

 

 

Total liabilities & stockholders' equity

 $    94,489

 

 

 

 

 

 $    77,419

 

 

 

 

 

 $    84,715

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 $    3,725

 

 

 

 

 

 $    3,426

 

 

 

 

 

 $    4,170

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest spread 2

 

 

 

 

3.53%

 

 

 

 

 

3.58%

 

 

 

 

 

3.74%

Net interest margin 3

 

 

 

 

4.41%

 

 

 

 

 

5.02%

 

 

 

 

 

5.53%

 

 

1 Loan fees have been included in the calculation of interest income. Loan fees were approximately $50,000, $50,000, and $125,000 for years ended December 31, 2009, 2008, and 2007, respectively.  

2  Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities.

3   Represents net interest income as a percentage of average interest-earning assets.

4 Average Yield/Rate is based upon actual days based on 365- and 366-day years.

 

 

25


 

 

Rate/Volume Analysis

 

The following table sets forth the dollar difference in interest earned and paid for each major category of interest-earning assets and interest-bearing liabilities for the noted periods, and the amount of each change attributable to changes in average balances (volume) or changes in average interest rates. Volume variances are equal to the increase or decrease in the average balance multiplied by the prior period rate, and rate variances are equal to the increase or decrease in the average rate times the prior period average balances. Variances attributable to both rate and volume changes are equal to the change in rate times the change in average balance.

 

 

Years Ended December 31,

 

2009 vs. 2008

 

2008 vs 2007

 

Increase (Decrease) Due to

 

Increase (Decrease) Due to

 

($ in thousands)

 

($ in thousands)

 

Volume

 

Rate

 

Net

 

Volume

 

Rate

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earnings assets

 

 

 

 

 

 

 

 

 

 

 

Loans

$

356

 

($89

)

 

$

267

 

($23

)

 

($214

)

 

($237

)

Securities of U.S. government agencies

(12

)

 

(2

)

 

(14

)

 

(81

)

 

(3

)

 

(84

)

Mortgage-backed securities

(24

)

 

(29

)

 

(53

)

 

(87

)

 

34

 

(53

)

Other securities & Due from banks time

397

 

(36

)

 

361

 

39

 

(45

)

 

(6

)

Federal funds sold

(43

)

 

(40

)

 

(83

)

 

(143

)

 

(224

)

 

(367

)

Total interest-earning assets

674

 

(196

)

 

478

 

(295

)

 

(452

)

 

(747

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

Money market & NOW

128

 

(152

)

 

(24

)

 

26

 

(42

)

 

(16

)

Savings

(1

)

 

0

 

(1

)

 

0

 

0

 

0

Time deposits < $100,000

54

 

(23

)

 

31

 

23

 

(10

)

 

13

Time deposits equal to or > $100,000

209

 

(36

)

 

173

 

19

 

(19

)

 

0

Federal funds purchased

(2

)

 

1

 

(1

)

 

1

 

0

 

1

Other borrowed funds

1

 

0

 

1

 

0

 

0

 

0

Subordinated debenture

0

 

0

 

0

 

0

 

(1

)

 

(1

)

Total interest-bearing liabilities

389

 

(210

)

 

179

 

69

 

(72

)

 

(3

)

Change in net interest income

$

285

 

$

14

 

$

299

 

($364

)

 

($380

)

 

($744

)

 

 

 

 

 

 

 

 

 

 

 

 

 

                                                                                                   

As shown above, pure volume variances resulted in a $286,000 increase in net interest income in 2009 relative to 2008. The positive volume variance is mainly due to the increase of average earning assets, as shown in the Distribution, Rate and Yield table. Average interest-earning assets increased $16.2 million in 2009, relative to 2008, an increase of 23.7% resulting from an increase in average loans of $4.9 and an increase in average investments of $16.3 million due to increased time deposits with other banks. Average non-earning assets were at 10.6% of average total assets for 2009 and at 11.8 for 2008. The volume variance was also positively impacted by reduced interest rates on time deposits. The average balance of total interest-bearing deposits increased by $17.1 million, or 55.6%, in 2009 relative to 2008, with most of the increase coming in higher-cost deposit categories. Lower-cost NOW, savings, and money market deposits declined to 62.5% of average interest-bearing deposits in 2009 from 77.7% in 2008.

 

The rate variance for 2009 relative to 2008 was positive $14,000, because the weighted average yield on loans experienced a decrease of 19 basis points and the yield on Federal funds experienced a decrease of 142 basis points. Short-term market interest rates on other securities and due from banks time are down by 95 basis points through December 31, 2009. This drop in interest rates impacted both interest-earning assets and interest-bearing liabilities, with the rate on interest-earning assets falling by 68 basis points and the cost of interest-bearing liabilities declining 63 basis points. Although deposit costs did not initially fall as quickly as loan yields, competitive pressures have eased somewhat.

26


 

The Company’s net interest margin, which is net interest income expressed as a percentage of average interest-earning assets, is affected by many of the same factors discussed relative to rate and volume variances. The net interest margin was 4.41% in 2009 as compared to 5.02% in 2008, a drop of 61 basis points. Currently, our interest rate risk profile is relatively neutral in declining rate scenarios and displays slight exposure to rising rates, but the Company’s balance sheet was asset-sensitive for most of the last two years. An asset-sensitive balance sheet means that all else being equal, the Company’s net interest margin was negatively impacted when short-term interest rates were falling and favorably affected when rates were rising.

In 2008 relative to 2007, volume variances resulted in a $364,000 decline to net interest income. The negative volume variance is mainly due to growth in average interest-bearing liabilities, which were $2.4 million higher in 2008 than in 2007, an increase of 7.5%. The volume variance in 2008 was negatively impacted by a shift on the liability side from lower-cost deposits to higher-cost deposits. Average interest-bearing deposits increased by only $2.4 million, or 8.3%, for the same time periods. Overall, the weighted average cost of interest-bearing liabilities decreased by 23 basis points while the weighted average yield on interest-earning assets decreased by only 39 basis points. This led to an unfavorable rate variance in 2008 relative to 2007.

 

Provision for Loan Losses

 

Credit risk is inherent in the business of making loans. The Company sets aside an allowance or reserve for loan losses through charges to earnings, which are shown in the income statement as the provision for loan losses. Specifically identifiable and quantifiable losses are immediately charged off against the allowance. The loan loss provision is deter­mined by conducting a quarterly evaluation of the adequacy of the Company’s allow­ance for loan and lease losses, and charging the shortfall, if any, to the current quarter’s expense. This has the effect of creating variability in the amount and frequency of charges to the Company’s earnings. The procedures for moni­toring the adequacy of the allowance, as well as detailed information concerning the allowance itself, are included below under “Allowance for Loan and Lease Losses.” 

 

The Company’s provision for loan losses was $779,048, $471,538 and $179,421 for the years ended December 31, 2009, 2008, and 2007, respectively. The Company increased its loan loss provision in 2009 due to a substantial increase in loan receivable balances, the increase in non-performing loans, credit quality concerns stemming from the deteriorated economic conditions, and continued weakness in the real estate sector. The increase in the provision for loan losses during 2008 reflects the credit concerns during the downturn on the economy, an increase in charged-off loans, and an increase in non-performing assets. The allowance for loan losses was $1,277,526 or 2.08% of gross loans at December 31, 2009 as compared to $702,409 or 1.41% and $725,211 or 1.36% of gross loans at December 31, 2008 and 2007, respectively. 

 

Provisions to the allowance for loan losses are made quarterly or more frequently if needed, in anticipation of future probable loan losses. The quarterly provision is calculated on a predetermined formula to ensure adequacy as the portfolio grows. The formula is composed of various components which includes economic forecasts on a local and national level. Allowance factors are utilized in estimating the allowance for loan losses. The allowance is determined by assigned quantitative and qualitative factors for all loans. As higher allowance levels become necessary as a result of this analysis, the allowance for loan losses will be increased through the provision for loan losses. (See “Comparison of Financial Condition at December 31, 2009 and December 31, 2008 –Allowance for Loan Losses,” below).

 

Non-Interest Income

 

The following table sets forth the various components of non-interest income for the years ended December 31:

 

 

 

Non-Interest Income

 

 

($ in thousands)

 

 

2009

 

2008

 

2007

 

 

 

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 $     985

 

91.4%

 

 $     950

 

86.9%

 

 $     802

 

85.7%

Other miscellaneous fee income

16

 

1.4%

 

36

 

3.3%

 

34

 

3.6%

Dividend income from restricted stock

10

 

0.9%

 

43

 

4.0%

 

37

 

4.0%

Income from bank owned life insurance

67

 

6.3%

 

63

 

5.8%

 

62

 

6.7%

Total non-interest income

 $  1,078

 

100.0%

 

 $  1,092

 

100.0%

 

 $     935

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

27


 

Non-interest income decreased by $14,971 or 1.4% to $1,077,558 for the year ended December 31, 2009 as compared to $1,092,529 for the year ended December 31, 2008. Total non-interest income represented 18.1% of total revenue for 2009 as compared to 19.9% for 2008.

Other miscellaneous income, which includes realized losses from sale of OREO and loss on disposition of fixed assets, decreased $20,437, or 56.8%, in 2009 compared to 2008. This was due primarily to a loss from disposition of unused software of $12,040 and a net loss from sale of OREO of $8,608. No losses of this nature occurred in 2008.

 

Dividend income from restricted stock decreased $33,951, or 78.3%, in 2009 in comparison to 2008. This was resulting from the cessation of accrual for stock dividends receivable from the FHLB. The FHLB temporarily ceased paying dividends during the first and second quarters of 2009. The dividend received in the third and fourth quarter combined was $971.

 

The service charges on deposit accounts, customer fees and miscellaneous income are comprised primarily of fees charged to deposit accounts and depository related services. Fees generated from deposit accounts consist of periodic service fees and fees that relate to specific actions, such as the returning or paying of checks presented against accounts with insufficient funds. Depository related services include fees for money orders and cashier’s checks placing, stop payments on checks, check-printing fees, wire transfer fees, fees for safe deposit boxes and fees for returned items or checks that were previously deposited. The aggregate balance of these fees increased $34,945 or 3.7% to $985,202 for the year ended December 31, 2009 from $950,257 and $801,746 for the years ended December 31, 2008 and 2007, respectively. The Company periodically reviews service charges to maximize service charge income while still maintaining a competitive pricing. Service charge income on deposit accounts increased with the growth in the number of accounts and to the extent fees are not waived. The number of deposit accounts increased 14.1% in 2009 to 2,218 accounts at year end from 1,944 and 1,660 accounts at December 31, 2008 and 2007, respectively. Therefore, as the number of deposit accounts increases, service charge income is expected to increase.

Non-Interest Expense

 

The following table sets forth the non-interest expenses for the years ended December 31:

 

 

Non-Interest Expense

 

($ in thousands)

 

2009

 

2008

 

2007

 

 

 

Amount

 

% of Total

 

Amount

 

% of Total

 

Amount

 

% of Total

Salaries and employee benefits

 $  1,899

 

54.1%

 

 $ 1,925

 

54.0%

 

 $ 1,904

 

51.2%

Occupancy and equipment

323

 

9.2%

 

346

 

9.7%

 

340

 

9.2%

Data and item processing

287

 

8.2%

 

323

 

9.0%

 

331

 

8.9%

Deposit products and services

80

 

2.3%

 

204

 

5.7%

 

257

 

6.9%

Legal and other professional fees

182

 

5.2%

 

191

 

5.3%

 

207

 

5.6%

Regulatory assessments

221

 

6.3%

 

87

 

2.4%

 

92

 

2.5%

Advertising and marketing

64

 

1.8%

 

76

 

2.1%

 

153

 

4.1%

Directors’ fees and expenses

72

 

2.1%

 

77

 

2.2%

 

79

 

2.1%

Printing and supplies

41

 

1.2%

 

41

 

1.1%

 

63

 

1.7%

Telephone

29

 

0.8%

 

28

 

0.8%

 

30

 

0.8%

Insurance

32

 

0.9%

 

32

 

0.9%

 

31

 

0.8%

Reserve for undisbursed lines of credit

(1)

 

0.0%

 

(28)

 

-0.8%

 

13

 

0.4%

Other expenses

278

 

7.9%

 

272

 

7.6%

 

214

 

5.8%

Total non-interest expenses

 $  3,507

 

100.0%

 

 $ 3,574

 

100.0%

 

 $ 3,714

 

100.0%

Non-interest expense as a

 

 

 

 

 

 

 

 

 

 

 

percentage of average earning assets

 

 

4.1%

 

 

 

5.2%

 

 

 

4.9%

Efficiency ratio

 

 

73.0%

 

 

79.1%

 

 

 

72.8%

 

 

 

 

 

 

 

 

 

 

 

 

28


 

 

Non-interest expense decreased $67,368 or 1.9% to $3.5 million for the year ended December 31, 2009 as compared to $3.6 million for year ended December 31, 2008, and decreased by $140,472, or 3.8%, in 2008 in comparison to $3.7 million for the year ended December 31, 2007.

 

Total non-interest expense as a percentage of average earning assets decreased to 4.1% in 2009 from 5.2% in 2008. Although total non-interest expense remained relatively the same for the two periods, the decrease relative to average earning assets is due in part to the reduction of expenses but mainly to the increase in average earning assets. The efficiency ratio decreased from 79.1% to 73.0%, respectively, for the year ended December 31, 2008 and 2009, due mainly to the increase in net interest income.

 

The largest component of non-interest expense was salaries and benefits expense of $1,899,192 for the year ended December 31, 2009 compared to $1,924,635 for the same period in 2008, representing a 1.3% decrease. Salaries and employee benefits decreased due to a reduction in staff through attrition and an increase in capitalized loan costs.

 

With the exception of insurance and regulatory assessments expenses, all other non-interest categories experienced a reduction comparing 2009 to 2008. Deposit products and services decreased $124,274 or 60.9% in 2009 compared to the same period in 2008. Due to the reduction in average balances in the real estate related deposit accounts, analysis credits did not warrant the level of products and services provided to certain large escrow companies as part of the deposit relationship. Data processing expenses decreased due to a reduction in the number of negotiable items processed during 2009. Occupancy and equipment expenses decreased 4.8% for the year December 31, 2009 compared to the same period in 2008.

 

In 2009, regulatory assessments expense increased by $133,706 or 153.8%, to $220,652 from $86,946 in 2008. The substantial increase in 2009 was predominately due to a one-time special FDIC assessment posted in June, which on a pre-tax basis was approximately $42,000. The increased quarterly assessment rate caused additional increases in this expense. On May 22, 2009, the FDIC announced a special assessment on insured institutions as part of its efforts to rebuild the Deposit Insurance Fund and to help maintain public confidence in the banking system. The special assessment was five basis points of each FDIC-insured depository institution's assets minus Tier 1 capital as of September 30, 2009.

 

Provision for Income Taxes

In 2009 the Company’s provision for federal and state income taxes was $166,319, while the tax provision was $163,842 and $468,909 for 2008 and 2007, respectively. This represents 32.2% of income before taxes in 2009, 34.7% in 2008, and 38.7% in 2007.  The decrease in the effective rate for 2009 is a direct result of the Company’s decrease in volume of taxable income versus tax-exempt income on certain tax-exempt investments and earnings on life insurance policies. 

The blended statutory rate is 41.15% consisting of 34% federal and 7.15% California state net of federal tax benefit.

 
Comparison of Financial Condition at December 31, 2009

 

General

 

Total assets increased by $20.2 million, or 24.2%, during 2009 to $103.6 from $83.4 at December 31, 2008. Net loans increased $11.1 million, or 22.7%, due to $10.5 in whole loan purchases and $0.6 million in generic loan growth. Investments increased $8.8 million, or 36.1%. Included in the increase in investments is an increase of $12.9 million in short-term, interest-bearing deposits in other banks.  As loan demand increases and investment securities become more profitable, the Company will decrease its investment in deposits in other banks and fund higher-yielding interest earning assets.

 

Total deposits increased to $92.3 million at December 31, 2009 from $71.0 million at December 31, 2008, a 30.0% increase. Total non-interest bearing deposits increased from $32.6 million at December 31, 2008 to $35.9 million for reporting period ended December 31, 2009, a 10.0% increase. Interest-bearing deposits increased from $38.4 million at the prior year end to $56.4 million at December 31, 2009, a 46.9% increase. The increase in interest-bearing deposits is the result of the Company’s focus on attracting new customers.

 

29


Nonperforming assets were $1.5 million or 2.5% of total loans and other real estate owned at December 31, 2009, compared to $1.1 million, or 2.1% of total loans and other real estate owned at December 31, 2008. Non performing loans were $1.5 and consisted of two commercial loan secured by real estate and three commercial loans secured by second and junior trust deeds with collateral values that are believed to be sufficient to cover the debts. Other real estate owned at December 31, 2009 consisted of a participated interest in one single family home at $24,861.

 

 

Loan Portfolio Composition

 

Gross loans increased by $11.6 million or 23.4% to $61.4 million as of December 31, 2009 from $49.8 million as of December 31, 2008. Net loans comprised 58.0% and 58.8% of the total assets at December 31, 2009 and December 31, 2008, respectively.

 

The following table sets forth by major category the composition of the Company’s loan portfolio before the allowance for loan losses by major category, both in dollar amount and percentage of the portfolio at the dates indicated:

 

 

Distribution of Loans and Percentage Compositions

 

at December 31,

 

 

 

 

 

 

 

 

 

 

 

 

 

2009

 

2008

 

2007

 

 

 

Amount

 

Percentage

 

Amount

 

Percentage

 

Amount

 

Percentage

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 $               -

 

0.0%

 

 $           821

 

1.6%

 

 $       2,607

 

4.9%

Real estate

50,931

 

82.9%

 

37,794

 

76.0%

 

39,726

 

74.7%

Commercial

9,621

 

15.7%

 

10,607

 

21.3%

 

10,063

 

18.9%

Installment

856

 

1.4%

 

544

 

1.1%

 

791

 

1.5%

Gross loans

 $      61,408

 

100.0%

 

 $      49,766

 

100.0%

 

 $     53,187

 

100.0%

 

 

Real estate loans increased by $13.1 million or 34.8% to $50.9 million or 82.9% of total loans at December 31, 2009 from $37.8 million at December 31, 2008 or 76.0% of total loans. Real estate loans are extended to finance the purchase and/or improvement of commercial and residential real estate. Commercial real estate loans increased to $48.08 million at December 31, 2009 from $33.8 million at December 31, 2008. Residential real estate loans declined to $2.9 at December 31, 2009, compared to $4.0 million at December 31, 2008. These commercial and residential properties are either owner-occupied or held for investment purposes. The Company adheres to the real estate loan guidelines set forth by the Bank’s internal loan policy. These guidelines include, among other things, review of appraisal value, limitation on loan to value ratio, and minimum cash flow requirements to service the debt. The majority of the properties taken as collateral are located in the Inland Empire. Management anticipates that this category of lending, particularly commercial real estate lending, will make up a significant part of the Company’s loan portfolio in the future.

 

Commercial loans declined to $9.6 million or 15.7% of total loans at December 31, 2009 from $10.6 million at December 31, 2008 or 21.3% of total loans. Commercial loans include term loans and revolving lines of credit. Term loans have typical maturities of three years to five years and are extended to finance the purchase of business entities, business equipment, leasehold improvements, or for permanent working capital. Lines of credit, in general, are extended on an annual basis to businesses that need temporary working capital. Management anticipates that this category of lending will continue to make up a significant portion of the Company’s loan portfolio in the future.

 

Construction loans, consisting primarily of participations in loans to single-family real estate developers and  to individuals in Southern California, decreased from $0.8 million at December 31, 2008 or 1.6% of total loans to none at December 31, 2009.

 

Installment loans, consisting primarily of consumer loans, increased by $311,626 to $855,563 or 1.4% of total loans at December 31, 2009 from $543,937 or 1.1% of total loans at December 31, 2008.

 

The following table shows the maturity distribution and repricing intervals of the Company’s outstanding loans at December 31, 2009. Balances of fixed rate loans are displayed in the column representative of the loan’s stated maturity date. Balances for variable rate loans are displayed in the column representative of the loan’s next interest rate change. Variable rate loans that are currently at their minimum rates are displayed at the loan’s stated maturity date.

30


 

 

Loan Maturities and Repricing Schedule

 

As of December 31, 2009

 

($ in thousands)

 

 

After One

 

 

 

Within

But Within

After Five

 

 

One Year

Five Years

Years

Total

Construction

 $              -

 $              -

 $              -

 $              -

Real estate

4,179

13,436

31,823

49,438

Commercial

4,806

2,451

2,364

9,621

Installment

451

57

348

856

     Total gross loans

 $      9,436

 $    15,944

 $    34,535

 $    59,915

Loans with floating interest rates

 $      5,800

 $      7,478

 $    26,911

 $    40,189

Loans with fixed interest rates

 $      3,636

 $      8,466

 $      7,624

 $    19,726

 

 

 

Off-Balance Sheet Arrangements

 

During the ordinary course of business, the Company will provide various forms of credit lines to meet the financing needs of its customers. These commitments to provide credit represent an obligation of the Company to its customers, which is not represented in any form within the balance sheets of the Company. At December 31, 2009 and 2008, the Company had $3.8 million and $4.9 million, respectively, of off-balance sheet commitments to extend credit. These commitments are the result of existing unused lines of credit and unfunded loan commitments which represent a credit risk to the Company. At December 31, 2009 and 2008 the Company had established a reserve for unfunded commitments of $11,765 and $12,313 respectively.

 

At December 31, 2009 the Company had no letters of credit, while at December 31, 2008 the company had letters of credit of $128,000. Letters of credit are sometimes unsecured and may not necessarily be drawn upon to the total extent to which the Company is committed.

 

The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of the commitments to provide credit cannot be reasonably predicted because there is no guarantee that the lines of credit will ever be used.

 

For more information regarding the Company’s off-balance sheet arrangements, see Note 15 to the audited consolidated financial statements in Item 8 herein.

 

Non-performing Assets

 

Non-performing assets are comprised of loans on non-accrual status, loans 90 days or more past due and still accruing interest, loans restructured where the terms of repayment have been renegotiated resulting in a reduction or deferral of interest or principal, and other real estate owned (“OREO”). Loans are generally placed on non-accrual status when they become 90 days past due unless Management believes the loan is adequately collateralized and in the process of collection. Loans may be restructured by Management when a borrower has experienced some change in financial status, causing an inability to meet the original repayment terms, and where the Company believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of properties acquired by foreclosure or similar means that Management intends to offer for sale.

 

Management’s classification of a loan as non-accrual is an indication that there is a reasonable doubt as to the full collectability of principal or interest on the loan; at this point, the Company stops recognizing income from the interest on the loan and may reserve any uncollected interest that had been accrued but unpaid if it is determined uncollectible or the collateral is inadequate to support such accrued interest amount. These loans may or may not be collateralized, but collection efforts are continuously pursued.

31


 

 

For years ended December 31,

2009

 

 

2008

 

 

2007

 

($ in thousands)

NON-ACCRUAL LOANS: 1

 

 

 

 

 

 

 

Construction

 $                    -

 

 

 $                    -

 

 

 $                    -

Real estate

1,285

 

 

0

 

 

0

Commercial

209

 

 

412

 

 

0

Installment

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

TOTAL NON-ACCRUAL LOANS

1,494

 

 

412

 

 

0

 

 

 

 

 

 

 

 

LOANS 90 DAYS OR MORE PAST DUE & STILL ACCRUING:

 

 

 

 

 

 

 

Construction

0

 

 

0

 

 

0

Real estate

0

 

 

0

 

 

0

Commercial

0

 

 

0

 

 

0

Installment

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

TOTAL LOANS 90 DAYS OR MORE PAST DUE & STILL ACCRUING

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

Restructured loans 2

0

 

 

0

 

 

0

 

 

 

 

 

 

 

 

TOTAL NONPERFORMING LOANS

1,494

 

 

412

 

 

0

OREO

25

 

 

653

 

 

0

 

 

 

 

 

 

 

 

TOTAL NONPERFORMING ASSETS

 $            1,519

 

 

 $            1,065

 

 

 $                    -

Nonperforming loans as a percentage of total loans 3

2.43%

 

 

0.83%

 

 

n/a  

Nonperforming assets as a percentage of total loans and OREO

2.47%

 

 

2.11%

 

 

n/a  

Allowance for loan losses to nonperforming assets

118.87%

 

 

151.71%

 

 

n/a  

Allowance for loan losses

 $            1,278

 

 

 $               702

 

 

 $               725

 

 

 

 

 

 

 

 

1Additional interest income of approximately $16,800 and $2,200, respectively, would have been recorded for the periods ended December 31, 2009 and December 31, 2008 if the loans had been paid or accrued in accordance with original terms.

2Restructured loans are loans where the terms are renegotiated to provide a reduction or deferral of interest or principal due to deterioration in the financial position of the borrower.

3Total loans are gross loans, which excludes the allowance for loan losses, and net of unearned loan fees.

 

 

As of December 31, 2009, the Company had one restructured loan that has been partially charged off and has a remaining balance in non-accrual. This loan is reported in the non-accrual classification of this report. Four additional loans are on non-accrual status and non-performing assets also includes one OREO consisting of a participation interest in a development of 24 residential single-family units located in Highland, California. One unit is remaining and in escrow at December 31, 2009. The four remaining non-accrual loans represent two relationships with collateral values that are believed to be sufficient to cover the debts.  

 

On December 31, 2008, the Company had one loan on non-accrual status, one OREO consisting of a participation interest in a development of 24 residential single-family units, and no restructured loans. Management anticipates a certain level of problem assets and classified loans as they are an inherent part of the lending process. Accordingly, the Company has established and maintains an allowance for loan losses which amounted to $1,277,526 and $702,409 at December 31, 2009 and December 31, 2008, respectively.

 

Allowance for Loan Losses

 

The Company maintains an allowance for loan losses at a level Management considers adequate to cover the inherent risk of loss associated with its loan portfolio under prevailing and anticipated economic conditions. In determining the adequacy of the allowance for loan losses, Management takes into consideration growth trends in the portfolio, examination by financial institution supervisory authorities, prior loan loss history, concentrations of credit risk, delinquency trends, general economic conditions, the interest rate environment, and internal and external credit reviews.

32


 

The Company formally assesses the adequacy of the allowance on a quarterly basis. This assessment is comprised of: (i) reviewing the adversely graded, delinquent or otherwise questionable loans; (ii) generating an estimate of the loss potential in each loan; (iii) adding a risk factor for industry, economic or other external factors; and (iv) evaluating the present status of each loan and the impact of potential future events.

 

Allowance factors are utilized in the analysis of the allowance for loan losses. Allowance factors ranging from 0.65% to 2.00% are applied to disbursed loans that are unclassified and uncriticized. Allowance factors averaging approximately 0.50% are applied to undisbursed loans. Allowance factors are not applied to either loans secured by bank deposits nor to loans held for sale, which are recorded at the lower of cost or market.

 

The process of providing for loan losses involves judgmental discretion, and eventual losses may therefore differ from even the most recent estimates. Due to these limitations, the Company assumes that there are losses inherent in the current loan portfolio, which may have been sustained, but have not yet been identified; therefore, the Company attempts to maintain the allowance at an amount sufficient to cover such unknown but inherent losses.

 

At December 31, 2009 and 2008, the allowance for loan losses was $1,277,526 and $702,409, respectively. The ratios of the allowance for loan losses to total loans at December 31, 2009 and 2008 were 2.08% and 1.41%, respectively. There were six charge-offs for the year ended December 31, 2009 totaling $205,387 and seven charge-offs for the year ended December 31, 2008 totaling $568,211.

 

There can be no assurance that future economic or other factors will not adversely affect the Company’s borrowers, or that the Company’s asset quality may not deteriorate through rapid growth, failure to identify and monitor potential problem loans or for other reasons, thereby causing loan losses to exceed the current allowance.

 

The table below summarizes, for the years ended December 31, 2009, 2008 and 2007, the loan balances at the end of the period and the daily average loan balances during the period; changes in the allowance for loan losses arising from loan charge-offs, recoveries on loans previously charged-off, and additions to the allowance which have been charged against earnings, and certain ratios related to the allowance for loan losses.

 

 

 

Allowance for Loan Losses

 

For years ended December 31,

 

2009

 

2008

 

2007

 

($ in thousands)

Balances:

 

 

 

 

 

Average total loans

 

 

 

 

 

outstanding during period

 $         56,450

 

 $         51,505

 

 $         51,798

Total loans outstanding

 

 

 

 

 

at end of the period

 $         61,408

 

 $         49,766

 

 $         53,187

Allowance for loan losses:

 

 

 

 

 

Balance at the beginning of period

 $              702

 

 $              725

 

 $              616

Provision charged to expense

                 779

 

                 472

 

                 179

Charge-offs

 

 

 

 

 

Construction loans

0

 

298

 

0

Commercial loans

203

 

251

 

61

Commercial real estate loans

0

 

0

 

9

Installment loans

2

 

20

 

0

Total

205

 

569

 

70

Recoveries

 

 

 

 

 

Construction loans

0

 

0

 

0

Commercial loans

2

 

65

 

0

Commercial real estate loans

0

 

9

 

0

Installment loans

0

 

0

 

0

Total

2

 

74

 

0

Net loan charge-offs (recoveries)

203

 

495

 

70

 

 $           1,278

 

 $              702

 

 $              725

Balance

 

 

 

 

 

Ratios:

 

 

 

 

 

Net loan charge-offs to average total loans

0.36%

 

0.96%

 

0.14%

Provision for loan loses to average total loans

1.38%

 

0.92%

 

0.35%

Allowance for loan losses to total loans at the end of the period

2.08%

 

1.41%

 

1.36%

Net loan charge-offs (recoveries) to allowance for loan losses at the end of the period

15.96%

 

70.38%

 

9.66%

Net loan charge-offs (recoveries) to Provision for loan losses

26.18%

 

104.84%

 

39.11%

 

 

 

 

 

 

33


 

 

The Company concentrates the majority of its earning assets in loans where there are inherent risks. The Company anticipates continuing concentrating the preponderance of its loan portfolio in both commercial and real estate loans. A smaller part of the loan portfolio is represented by installment and consumer loans.

 

While the Company believes that its underwriting criteria are prudent, outside factors, such as the recession or a natural disaster in Southern California could adversely impact credit quality. The Company attempts to mitigate collection problems by supporting its loans with collateral. The Company also utilizes an outside credit review firm in an effort to maintain loan quality. The firm reviews a sample of loans over $100,000 semi-annually with new loans and those that are delinquent receiving special attention. The use of this outside service provides the Company with an independent look at its lending activities. In addition to the Company’s internal grading system, loans criticized by this outside review may be downgraded, with appropriate reserves added if required.

 

As indicated above, the Company formally assesses the adequacy of the allowance on a quarterly basis by (i) reviewing the adversely graded, delinquent or otherwise questionable loans; (ii) generating an estimate of the loss potential in each loan; (iii) adding a risk factor for industry, economic or other external factors; and (iv) evaluating the present status of each loan type and the impact of potential future events. Although Management believes the allowance is adequate to absorb losses as they arise, no assurances can be given that the Company will not sustain losses in any given period, which could be substantial in relation to the size of the allowance.

 

The following table provides a breakdown of the allowance for loan losses by categories as of the dates indicated:

 

 

Allocation of Allowance for Loan Losses 

 

as of December 31,

 

2009

 

2008

 

2007

 

 

 

% of

 

 

 

% of

 

 

 

% of

 

 

 

Loans in

 

 

 

Loans in

 

 

 

Loans in

 

 

 

Category

 

 

 

Category

 

 

 

Category

Balance at End of

 

 

to Total

 

 

 

to Total

 

 

 

to Total

   Period Applicable to:

Amount

 

Loans

 

Amount

 

Loans

 

Amount

 

Loans

 

($ in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 $               -

 

0.0%

 

 $               11

 

1.7%

 

 $           24

 

4.9%

Real Estate

998

 

82.9%

 

474

 

75.9%

 

420

 

74.7%

Commercial

224

 

15.7%

 

186

 

21.3%

 

131

 

18.9%

Installment

25

 

1.4%

 

14

 

1.1%

 

30

 

1.5%

Unallocated

31

 

 

 

17

 

 

 

120

 

 

    Total allowance for

 

 

 

 

 

 

 

 

 

 

 

          loan losses

 $        1,278

 

100.0%

 

 $             702

 

100.0%

 

 $         725

 

100.0%

 

 

 

 

 

 

 

 

 

 

 

 

    Total loans held for

 

 

 

 

 

 

 

 

 

 

 

          investment

 $      61,408

 

 

 

 $        49,766

 

 

 

 $    53,187

 

 

 

 

 

 

 

 

 

 

 

 

 

 

34


 

 

Investment Portfolio

 

The investment policy of the Company, as established by the Board of Directors, attempts to provide and maintain adequate liquidity and a high quality portfolio that complements the Company’s lending activities and generates a favorable return on investments without incurring undue interest rate or credit risk. The Company’s existing investment security portfolio consists of U.S. government agency securities, mortgaged-backed securities, municipal bonds and corporate bonds. Investment securities held to maturity are carried at cost, which equates to the unpaid principal balances adjusted for amortization of premium and accretion of discounts. Investment securities available for sale are carried at fair value. Excluded from the components of the Company’s investment portfolio are restricted stock investments in the Federal Reserve Bank, the Federal Home Loan Bank of San Francisco (“FHLB”), and Pacific Coast Bankers’ Bank (“PCBB”). Restricted stock investments totaled $677,650 at December 31, 2009 and 2008, and are carried at cost.

 

The investment securities portfolio at fair value was $7.9 million at December 31, 2009 and $12.0 million at December 31, 2008. Investment securities represented 7.6% of total assets at December 31, 2009 and 14.3% of total assets at December 31, 2008. As of December 31, 2009, $5.6 million of the investment portfolio was classified as available for sale and $2.3 million was classified as held to maturity. As of December 31, 2008, $8.8 million of the investment portfolio was classified as available for sale and $3.2 million was classified as held to maturity. The investment portfolio at December 31, 2009 includes both fixed and adjustable rate instruments.

 

The following table summarizes the carrying value and fair market value and distribution of the Company’s investment securities as of the dates indicated:

 

 

   Investment Portfolio

 

At December 31,

 

2009

 

2008

 

2007

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Carrying

 

Fair

 

Value

 

Value

 

Value

 

Value

 

Value

 

Value

 

($ in thousands)

Held to maturity:

 

 

 

 

 

 

 

 

 

 

 

Municipal

 $          437

 

 $          439

 

 $          439

 

 $          437

 

 $         441

 

 $         450

Mortgage-backed securities

1,725

 

1,760

 

2,554

 

2,584

 

3,224

 

3,212

Corporate bonds

130

 

133