UNITED STATES
SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

FORM 10-Q

 

 

(Mark One)

x

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

 

 

For the quarterly period ended September 30, 2007

 

 

o

      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

 

For the transition period from           to

 

Commission File No. 000-50878

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

 

 

 

California

 

68-0175592

(State or jurisdiction of incorporation)

 

(I.R.S. Employer Identification No.)

630 Las Gallinas Avenue, San Rafael, California 94903
(Address of principal office)

Registrant’s telephone number: (415) 526-6400

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if the registrant is a large accelerated filer, accelerated filer, or non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

 

Large accelerated file o

Accelerated filer o

Non-accelerated filer x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

APPLICABLE ONLY TO CORPORATE ISSUERS:

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

Common Stock outstanding as of October 31, 2007: 3,863,636 shares


TABLE OF CONTENTS

 

 

 

PART I FINANCIAL INFORMATION

3

 

 

 

Item 1

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets

4

 

 

 

 

Consolidated Statements of Income (Unaudited)

5

 

 

 

 

Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

6

 

 

 

 

Consolidated Statements of Cash Flows (Unaudited)

7

 

 

 

 

Notes to Consolidated Financial Statements

8

 

 

 

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

11

 

 

 

Item 3

Quantitative and Qualitative Disclosure About Market Risk

37

 

 

 

Item 4

Controls and Procedures

37

 

 

 

PART II OTHER INFORMATION

38

 

 

 

Item 1

Legal Proceedings

38

 

 

 

Item 1A

Risk Factors

38

 

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

38

 

 

 

Item 3

Defaults Upon Senior Securities

38

 

 

 

Item 4

Submission of Matters To a Vote of Security Holders

35

 

 

 

Item 5

Other Information

38

 

 

 

Item 6

Exhibits

39

 

 

 

SIGNATURES

 

40

 

 

 

CERTIFICATIONS

42-45

2


FORWARD-LOOKING STATEMENTS

In addition to the historical information, this Quarterly Report contains forward-looking statements with respect to the financial condition, results of operation and business of Epic Bancorp and its subsidiaries. These include, but are not limited to, statements that relate to or are dependent on estimates or assumptions relating to the prospects of loan growth, credit quality, changes in securities or financial markets, and certain operating efficiencies resulting from the operations of Tamalpais Bank and Epic Wealth Management. These forward-looking statements involve certain risks and uncertainties. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following possibilities: (1) competitive pressure among financial services companies increases significantly; (2) changes in the interest rate environment reduce interest margins; (3) general economic conditions, internationally, nationally or in the State of California are less favorable than expected; (4) legislation or regulatory requirements or changes adversely affect the businesses in which the consolidated organization is or will be engaged; (5) the ability to satisfy the requirements of the Sarbanes-Oxley Act and other regulations governing internal controls; (6) volatility or significant changes in the equity and bond markets which can affect overall growth and profitability of the wealth management business; and, (7) other risks detailed in the Epic Bancorp filings with the Securities and Exchange Commission. When relying on forward-looking statements to make decisions with respect to Epic Bancorp, investors and others are cautioned to consider these and other risks and uncertainties. Epic Bancorp disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Moreover, wherever phrases such as or similar to “In Management’s opinion”, or “Management considers” are used, such statements are as of and based upon the knowledge of Management at the time made and are subject to change by the passage of time and/or subsequent events and, accordingly, such statements are subject to the same risks and uncertainties noted above with respect to forward-looking statements.

PART 1: FINANCIAL INFORMATION

The information for the three and nine months ended September 30, 2007 and September 30, 2006 is unaudited, but in the opinion of management reflects all adjustments which are necessary to present fairly the financial condition of Epic Bancorp at September 30, 2007 and December 31, 2006 and the results of operations and cash flows for the three and nine months then ended. Results for interim periods should not be considered as indicative of results for a full year.

3



 

 

Item 1:

FINANCIAL STATEMENTS

EPIC BANCORP AND SUBSIDIARIES
Consolidated Balance Sheets
September 30, 2007 and December 31, 2006

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 


 


 

 

 

(Unaudited)

 

(Audited)

 

Assets

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Cash and due from banks

 

$

5,729,714

 

$

3,750,262

 

Federal funds sold

 

 

7,121,008

 

 

8,525,772

 

 

 



 



 

Total Cash and Cash Equivalents

 

 

12,850,722

 

 

12,276,034

 

Interest-bearing time deposits in other financial institutions

 

 

619,489

 

 

987,305

 

 

Investment securities

 

 

 

 

 

 

 

Available-for-sale

 

 

38,547,015

 

 

26,515,887

 

Held-to-maturity, at cost

 

 

15,630,162

 

 

21,823,305

 

Federal Home Loan Bank restricted stock, at cost

 

 

5,565,400

 

 

5,891,900

 

Pacific Coast Banker’s Bank restricted stock, at cost

 

 

50,000

 

 

50,000

 

Loans receivable

 

 

449,606,483

 

 

426,006,504

 

Less: Allowance for loan losses

 

 

(4,710,881

)

 

(4,671,596

)

 

 



 



 

Total Loans, Net

 

 

444,895,602

 

 

421,334,908

 

Bank premises and equipment, net

 

 

4,858,406

 

 

5,274,915

 

Accrued interest receivable

 

 

3,179,135

 

 

3,297,170

 

Cash surrender value of bank-owned life insurance

 

 

10,249,601

 

 

 

Other assets

 

 

6,540,513

 

 

6,062,952

 

 

 



 



 

Total Assets

 

$

542,986,045

 

$

503,514,376

 

 

 



 



 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

23,762,298

 

$

18,134,565

 

Interest-bearing checking deposits

 

 

6,837,892

 

 

8,432,730

 

Money market and saving deposits

 

 

154,045,185

 

 

150,011,698

 

Certificates of deposit greater than or equal to $100,000

 

 

114,532,277

 

 

129,011,093

 

Certificates of deposit less than $100,000

 

 

70,426,211

 

 

64,214,598

 

 

 



 



 

Total Deposits

 

 

369,603,863

 

 

369,804,684

 

Federal Home Loan Bank Advances

 

 

113,411,200

 

 

86,250,777

 

Junior Subordinated Debentures

 

 

13,403,000

 

 

13,403,000

 

Accrued interest payable and other liabilities

 

 

13,281,392

 

 

3,175,055

 

 

 



 



 

Total Liabilities

 

 

509,699,455

 

 

472,633,516

 

 

 



 



 

 

 

 

 

 

 

 

 

Commitment and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

Common stock, no par value; 10,000,000 shares authorized; 3,936,290 and 3,960,852 shares issued and outstanding at September 30, 2007 and December 31, 2006, respectively

 

 

9,640,091

 

 

10,384,816

 

Additional Paid-In-Capital

 

 

647,971

 

 

381,993

 

Retained earnings

 

 

22,946,093

 

 

20,236,571

 

Accumulated other comprehensive gain, net

 

 

52,435

 

 

(122,520

)

 

 



 



 

Total Stockholders’ Equity

 

 

33,286,590

 

 

30,880,860

 

 

 



 



 

Total Liabilities and Stockholders’ Equity

 

$

542,986,045

 

$

503,514,376

 

 

 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

4


EPIC BANCORP AND SUBSIDIARIES
Consolidated Statements of Income
For the Three and Nine Months Ended September 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 




 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

 

 

(Unaudited)

 

(Unaudited)

 

Interest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

9,210,616

 

$

8,677,032

 

$

26,950,769

 

$

24,353,710

 

Interest on investment securities

 

 

657,604

 

 

502,304

 

 

1,785,291

 

 

1,388,988

 

Interest on Federal funds sold

 

 

24,078

 

 

88,228

 

 

137,392

 

 

200,620

 

Interest on other investments

 

 

65,607

 

 

64,407

 

 

201,845

 

 

221,579

 

Interest on deposits in other financial institutions

 

 

9,414

 

 

11,239

 

 

32,184

 

 

32,969

 

 

 



 



 



 



 

Total Interest Income

 

 

9,967,319

 

 

9,343,210

 

 

29,107,481

 

 

26,197,866

 

 

 



 



 



 



 

Interest Expense

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense on deposits

 

 

3,935,919

 

 

3,645,503

 

 

12,129,240

 

 

9,444,824

 

Interest expense on borrowed funds

 

 

1,215,772

 

 

1,015,995

 

 

3,073,257

 

 

2,785,183

 

Interest expense on Junior Subordinated Debentures

 

 

301,931

 

 

302,477

 

 

886,698

 

 

748,857

 

 

 



 



 



 



 

Total Interest Expense

 

 

5,453,622

 

 

4,963,975

 

 

16,089,195

 

 

12,978,864

 

 

 



 



 



 



 

Net Interest Income Before Provision for Loan Losses

 

 

4,513,697

 

 

4,379,235

 

 

13,018,286

 

 

13,219,002

 

Provision for Loan Losses

 

 

116,420

 

 

(68,798

)

 

40,285

 

 

401,309

 

 

 



 



 



 



 

Net Interest Income After Provision for Loan Losses

 

 

4,397,277

 

 

4,448,033

 

 

12,978,001

 

 

12,817,693

 

 

 



 



 



 



 

Noninterest Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on sale of loans, net

 

 

68,817

 

 

213,359

 

 

485,873

 

 

743,666

 

Loss on sale of securities, net

 

 

 

 

 

 

 

 

(1,820

)

Loan servicing

 

 

51,045

 

 

43,785

 

 

127,234

 

 

108,980

 

Registered Investment Advisory Services fee income

 

 

153,605

 

 

121,865

 

 

439,558

 

 

374,272

 

Other income

 

 

335,124

 

 

179,039

 

 

801,206

 

 

466,174

 

 

 



 



 



 



 

Total Noninterest Income

 

 

608,591

 

 

558,048

 

 

1,853,871

 

 

1,691,272

 

 

 



 



 



 



 

Noninterest Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and related benefits

 

 

1,833,327

 

 

1,923,518

 

 

5,567,822

 

 

6,091,192

 

Occupancy

 

 

383,250

 

 

361,384

 

 

1,101,390

 

 

1,057,916

 

Advertising

 

 

96,027

 

 

84,965

 

 

306,330

 

 

292,037

 

Professional

 

 

80,102

 

 

121,814

 

 

352,686

 

 

292,819

 

Data processing

 

 

146,198

 

 

104,053

 

 

350,583

 

 

300,090

 

Equipment and depreciation

 

 

252,345

 

 

219,984

 

 

669,488

 

 

604,574

 

Other administrative

 

 

760,689

 

 

478,638

 

 

1,749,934

 

 

1,279,175

 

 

 



 



 



 



 

Total Noninterest Expense

 

 

3,551,938

 

 

3,294,356

 

 

10,098,233

 

 

9,917,803

 

 

 



 



 



 



 

Income Before Income Taxes

 

 

1,453,930

 

 

1,711,725

 

 

4,733,639

 

 

4,591,162

 

Provision for Income Taxes

 

 

469,281

 

 

659,632

 

 

1,663,969

 

 

1,738,216

 

 

 



 



 



 



 

Net Income

 

$

984,649

 

$

1,052,093

 

$

3,069,670

 

$

2,852,946

 

 

 



 



 



 



 

Earnings Per Share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.27

 

$

0.77

 

$

0.72

 

 

 



 



 



 



 

Diluted

 

$

0.25

 

$

0.27

 

$

0.77

 

$

0.72

 

 

 



 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

5


EPIC BANCORP AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)
For the Nine Months Ended September 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

Additional
Paid-in
Capital

 

Comprehensive
Income

 

Retained
Earnings

 

Accumulated
Other
Comprehensive
Income/(Loss)

 

Total
Stockholders’
Equity

 

 

 

 

 

 

 

 

 

 

 


 

 

 

 

 

 

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 


 


 


 


 


 


 


 

 

Balance, January 1, 2006

 

 

3,679,663

 

$

10,207,688

 

$

 

 

 

$

16,899,835

 

$

(262,445

)

$

26,845,078

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options exercised

 

 

22,068

 

 

177,128

 

 

 

 

 

 

 

 

 

 

177,128

 

Cash Dividends

 

 

 

 

 

 

 

 

 

 

(443,644

)

 

 

 

(443,644

)

Share-based compensation

 

 

 

 

 

 

308,975

 

 

 

 

 

 

 

 

308,975

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income for the period

 

 

 

 

 

 

 

$

2,852,946

 

 

2,852,946

 

 

 

 

2,852,946

 

Unrealized security holding losses (net of $67,080 tax benefit)

 

 

 

 

 

 

 

 

100,620

 

 

 

 

100,620

 

 

100,620

 

Less reclassification adjustment for realized holding losses (net of tax benefits of $689)

 

 

 

 

 

 

 

 

 

 

 

991

 

 

 

 

991

 

 

991

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

$

2,954,557

 

 

 

 

 

 

 

 

 

 

 

 



 



 



 



 



 



 



 

Balance, September 30, 2006

 

 

3,701,731

 

$

10,384,816

 

$

308,975

 

 

 

 

$

19,309,137

 

$

(160,834

)

$

29,842,094

 

 

 



 



 



 

 

 

 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2007

 

 

3,960,852

 

$

10,384,816

 

$

381,993

 

 

 

 

$

20,236,571

 

$

(122,520

)

$

30,880,860

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options exercised

 

 

50,438

 

 

218,138

 

 

 

 

 

 

 

 

 

 

218,138

 

Redemption and retirement of stock

 

 

(75,000

)

 

(962,863

)

 

 

 

 

 

 

 

 

 

 

 

 

 

(962,863

)

Cash Dividends

 

 

 

 

 

 

 

 

 

 

(360,148

)

 

 

 

(360,148

)

Share-based compensation

 

 

 

 

 

 

249,289

 

 

 

 

 

 

 

 

249,289

 

Excess tax benefits from share-based compensation

 

 

 

 

 

 

16,689

 

 

 

 

 

 

 

 

16,689

 

Comprehensive Income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income for the period

 

 

 

 

 

 

 

$

3,069,670

 

 

3,069,670

 

 

 

 

3,069,670

 

Unrealized security holding gain (net of $116,638 tax benefit)

 

 

 

 

 

 

 

 

174,955

 

 

 

 

174,955

 

 

174,955

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Total Comprehensive Income

 

 

 

 

 

 

 

 

 

 

$

3,244,625

 

 

 

 

 

 

 

 

 

 

 

 



 



 



 



 



 



 



 

Balance, September 30, 2007

 

 

3,936,290

 

$

9,640,091

 

$

647,971

 

 

 

 

$

22,946,093

 

$

52,435

 

$

33,286,590

 

 

 



 



 



 

 

 

 



 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

6


EPIC BANCORP AND SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended September 30, 2007 and 2006

 

 

 

 

 

 

 

 

 

 

Nine Months Ended
September 30,

 

 

 


 

 

 

2007

 

2006

 

 

 


 


 

 

 

(Unaudited)

 

Cash Flows From Operating Activities

 

 

 

 

 

 

 

Net Income

 

$

3,069,670

 

$

2,852,946

 

Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:

 

 

 

 

 

 

 

Depreciation and amortization of premises and equipment

 

 

682,926

 

 

608,132

 

Provision for loan losses

 

 

40,285

 

 

401,309

 

Change in unearned income, net of amortization

 

 

366,083

 

 

837,860

 

Change in loan servicing asset, net of amortization

 

 

(14,270

)

 

90,377

 

Net change in cash surrender value of life insurance

 

 

(249,601

)

 

 

Net amortization of premiums on investment securities

 

 

71,658

 

 

190,435

 

Share Based Compensation

 

 

249,289

 

 

308,975

 

FHLB stock dividends

 

 

(150,000

)

 

(228,500

)

Gain on Sale of Loans

 

 

(485,873

)

 

(743,666

)

Loans Originated for Sale

 

 

(9,813,465

)

 

 

Proceeds from Loan Sales

 

 

9,901,646

 

 

 

Net change in accrued interest receivable and other assets

 

 

(594,525

)

 

(2,297,681

)

Net change in accrued interest payable and other liabilities

 

 

10,106,337

 

 

(319,728

)

 

 



 



 

Net Cash Provided By Operating Activities

 

 

13,710,483

 

 

1,700,459

 

 

 



 



 

Cash Flows From Investing Activities

 

 

 

 

 

 

 

Loans originated or purchased, net of repayments

 

 

(23,436,739

)

 

(36,115,695

)

Principal reduction in securities available-for-sale

 

 

4,536,392

 

 

3,558,785

 

Principal reduction in securities held-to-maturity

 

 

6,129,729

 

 

5,936,216

 

Purchase of investment securities available-for-sale

 

 

(16,284,171

)

 

(14,056,072

)

Sale of investment securities available-for-sale

 

 

 

 

2,036,120

 

Net change in interest earning deposits

 

 

367,816

 

 

(32,969

)

Redemption of Federal Home Loan Bank stock

 

 

476,500

 

 

344,800

 

Purchase of bank owned life insurance

 

 

(10,000,000

)

 

 

Purchase of property and equipment

 

 

(266,417

)

 

(1,238,094

)

 

 



 



 

Net Cash Used By Investing Activities

 

 

(39,007,213

)

 

(39,566,909

)

 

 



 



 

Cash Flows From Financing Activities

 

 

 

 

 

 

 

Net (decrease)/increase in deposits

 

$

(200,821

)

$

44,456,012

 

Net change in FHLB advances

 

 

27,160,423

 

 

(3,218,579

)

Issuance of Junior Subordinated Debentures

 

 

10,310,000

 

 

3,093,000

 

Redemption of Junior Subordinated Debentures

 

 

(10,310,000

)

 

 

 

Proceeds from stock options excercised

 

 

218,138

 

 

177,128

 

Excess tax benefits from share-based compensation

 

 

16,689

 

 

 

Stock Repurchases

 

 

(962,863

)

 

 

Dividends paid

 

 

(360,148

)

 

(443,644

)

 

 



 



 

Net Cash Provided By Financing Activities

 

 

25,871,418

 

 

44,063,917

 

 

 



 



 

 

 

 

 

 

 

 

 

Net Increase in Cash and Cash Equivalents

 

 

574,688

 

 

6,197,467

 

Cash and Cash Equivalents , Beginning of Period

 

 

12,276,034

 

 

16,101,863

 

 

 



 



 

Cash and Cash Equivalents , End of Period

 

$

12,850,722

 

$

22,299,330

 

 

 



 



 

Supplemental Disclosure of Cash Flow Information

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest paid

 

$

15,877,703

 

$

12,961,704

 

 

 



 



 

Income taxes paid

 

$

2,150,000

 

$

2,536,700

 

 

 



 



 

Non-Cash Investing Activities

 

 

 

 

 

 

 

Net change in accumulated other comprehensive income/(loss)

 

$

174,955

 

$

101,611

 

 

 



 



 

The accompanying notes are an integral part of these consolidated financial statements.

7


EPIC BANCORP AND SUBSIDIARIES
Notes to Unaudited Consolidated Financial Statements

NOTE 1: Basis of Presentation

The accompanying unaudited consolidated financial statements, which include the accounts of Epic Bancorp, and its subsidiaries (the “Company”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in management’s opinion includes all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of results for such interim periods. The subsidiaries consist of Tamalpais Bank (the “Bank”), San Rafael Capital Trust I, II and III (the “Trusts”) which are wholly owned unconsolidated subsidiaries that were formed in 2002, 2006 and 2007, respectively, and Epic Wealth Management (“EWM”). All significant intercompany transactions and balances have been eliminated.

Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America have been omitted pursuant to SEC rules or regulations; however, the Company believes that the disclosures made are adequate to make the information presented not misleading. The interim results for the three and nine months ended September 30, 2007 and 2006 are not necessarily indicative of results for the full year. It is suggested that these financial statements be read in conjunction with the financial statements and the notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

Earnings per share data and related share amounts for the three and nine months ended September 30, 2006 have been adjusted for the 7% stock dividend declared in January 2007.

NOTE 2: Financial Instruments with Off-Balance Sheet Risk

The Bank makes commitments to extend credit in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments extending credit in the form of loans or through standby letters of credit. Standby letters of credit written are confidential commitments issued by the Bank to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Bank anticipates no losses as a result of such transactions. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

The Bank is exposed to credit losses in the event of non-performance by the borrower in the disbursed amount of the commitment. The Bank uses the same credit policies in making commitments as it does for on-balance sheet instruments and evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Bank is based on management’s credit evaluation of the borrower. Collateral held varies but primarily consists of residential and commercial property.

As of September 30, 2007, the Bank has no outstanding standby Letters of Credit, approximately $22,038,000 in commitments to fund commercial real estate, construction, and land development loans, $17,040,000 in commitments to fund revolving, open ended lines secured by 1-4 family residential properties, and $28,584,000 in other unused commitments. As of September 30, 2007, the Bank has set aside an allowance for losses in the amount of $62,000 for these commitments which is recorded in “Accrued interest payable and other liabilities.” As of December 31, 2006, the Company had no outstanding standby Letters of Credit, approximately $8,565,000 in commitments to fund commercial real estate, construction, and land development loans, $15,911,000 in commitments to fund revolving, open ended lines secured by 1-4 family residential properties, and $5,253,000 in other unused commitments.

8


NOTE 3: Earnings Per Common Share

Earnings per share of common stock is calculated on both a basic and diluted basis based on the weighted average number of common shares outstanding. Basic earnings per share excludes dilution and is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted from the issuance of common stock that then shared in earnings.

The following table reconciles the numerator and denominator of the Basic and Diluted earnings per share computations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

 

 


 


 

 

 

2007

 

2006

 

2007

 

2006

 

 

 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

984,649

 

$

1,052,093

 

$

3,069,670

 

$

2,852,946

 

 

 



 



 



 



 

Weighted average shares:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of common shares outstanding

 

 

3,997,353

 

 

3,951,309

 

 

3,983,095

 

 

3,948,741

 

Dilutive effect of stock options

 

 

(172

)

 

4,832

 

 

28,256

 

 

6,230

 

 

 



 



 



 



 

Diluted weighted average number of common shares outstanding

 

 

3,997,181

 

 

3,956,141

 

 

4,011,351

 

 

3,954,971

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

$

0.27

 

$

0.77

 

$

0.72

 

Diluted

 

$

0.25

 

$

0.27

 

$

0.77

 

$

0.72

 

NOTE 4: Stock Options

The Company maintains an Incentive Stock Option and Stock Appreciation Plan (the “Plan”) in which options to purchase shares of the Company’s common stock, or rights to be paid based on the appreciation of the options in lieu of exercising the options, are granted at the Board of Directors’ discretion to certain employees. The Plan was originally established in 1997 and was replaced by a new Plan in 2006. The 2006 Plan terminates in 2016 and provides for a maximum of 28,890 shares (561,668 after stock splits, stock dividend and a revision to the original plan) of the Company’s common stock. Options are issued at the fair market value of the stock at the date of grant. Options expire ten years from the grant date. Options generally vest 20% on each anniversary of the grant for five years or may be subject to vesting over a specific period of time, as determined by the Board of Directors. Options have a contractual term of ten years unless a shorter period is determined by the Board of Directors.

The Company also maintains a Non-Employee Directors’ Stock Option Plan (the “Directors’ Plan”). The Director’s Plan was established in 2003 and terminates in 2013. The Director’s Plan provides for the grant of options for up to 71,690 shares of Company common stock, subject to adjustment upon certain events, such as stock splits. However, at no time shall the total number of shares issuable upon exercise of all outstanding options under the Directors’ Plan or any other stock option plan of the Company and the total number of shares provided for a stock bonus or similar plan of the Company exceed thirty percent (30%) of its then outstanding shares of common stock. Options are issued at the fair market value of the stock at the date of grant. The options may vest immediately or may be subject to vesting over a specific period of time, as determined by the Board of Directors. Each option will expire 10 years after the date of grant, or if sooner, upon a specified period after termination of service as a Director.

A summary of activity for the Company’s options for the three and nine months ended September 30, 2007 is presented below.

9



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2007

 

Nine months ended September 30, 2006

 

 

 


 


 

 

 

Number
of
Shares

 

Weighted
average
Exercise
Price

 

Total
Intrinsic
Value (in
thousands)

 

Average
Remaining
Contractual
Term
(in years)

 

Number of
Shares

 

Weighted
average
Exercise
Price

 

Total
Intrinsic
Value (in
thousands)

 

Average
Remaining
Contractual
Term
(in years)

 

 

 


 


 


 


 


 


 


 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Options outstanding, beginning of period

 

 

510,733

 

$

11.36

 

 

 

 

 

 

541,320

 

$

11.19

 

 

 

 

 

Granted

 

 

80,000

 

$

13.44

 

 

 

 

 

 

39,590

 

$

13.45

 

 

 

 

 

Cancelled/forfeited

 

 

(43,499

)

$

13.00

 

 

 

 

 

 

(36,398

)

$

13.38

 

 

 

 

 

Exercised

 

 

(20,401

)

$

9.87

 

$

60

 

 

 

 

(23,613

)

$

7.50

 

$

148

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Options outstanding, end of period

 

 

526,833

 

$

11.60

 

$

632

 

 

6.93

 

 

520,900

 

$

11.37

 

$

1,259

 

 

7.54

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Exercisable (vested), end of period

 

 

296,664

 

$

10.48

 

$

688

 

 

5.94

 

 

254,991

 

$

9.99

 

$

969

 

 

6.67

 

 

 



 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

As of September 30, 2007, there was $1,073,000 of total unrecognized compensation cost related to non-vested share-based compensation arrangements and the weighted average period over which the cost is expected to be recognized is approximately 2.94 years.

NOTE 5: Share-Based Compensation

Effective January 1, 2006, the Company adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123 (revised 2004), “Share-Based Payment,” (SFAS No. 123R), using the modified prospective transition method and, therefore, have not restated results for prior periods. Under this transition method, share-based compensation expense for the first quarter of 2006 included compensation expense for all share-based compensation awards granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provision of SFAS No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123). Share-based compensation expense for all share-based compensation awards granted after January 1, 2006 is based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. The Company recognizes these compensation costs on a straight-line basis over the requisite service period of the award. Prior to the January 1, 2006 adoption of SFAS No. 123R, the Company recognized share-based compensation expense in accordance with Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees.” In March 2005, the SEC issued Staff Accounting Bulletin No. 107 (SAB No. 107) regarding the SEC’s interpretation of SFAS No. 123R and the valuation of share-based payments for public companies. The Company has applied the provisions of SAB No. 107 in its adoption of SFAS No. 123R.

SFAS No. 123R requires that an estimate of future forfeitures be made and that compensation cost be recognized only for shares that are expected to vest. The Company estimates forfeitures and adjusts annually estimated forfeitures to actual forfeitures and only recognizes expense for those shares expected to vest.

Certain of the Company’s share-based award grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. As provided for under SFAS No. 123R, the Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Additionally, SFAS No. 123R requires companies to recognize compensation expense based on the estimated number of stock options and awards for which service is expected to be rendered.

SFAS No. 123R requires that cash flows resulting from the realization of tax deductions in excess of the compensation cost recognized (excess tax benefits) are to be classified as financing cash flows. Before the adoption of SFAS No. 123R, the Company presented all tax benefits realized from the exercise of stock options as operating cash flows in the Consolidated Statement of Cash Flows. For the nine months ended September 30, 2007 and 2006, $218,000 and $177,000 are the proceeds from exercise of stock options and $249,000 and $309,000 are the compensation expense and shown as financing cash inflows and operating cash inflows, respectively, in the Consolidated Statement of Cash Flows.

The Company determines fair value at grant date using the Black-Scholes pricing model that takes into account the stock price at the grant date, exercise price, expected life of the option, volatility of the underlying stock, expected dividend yield and risk-free interest rate over the expected life of the option.

10


The weighted average assumptions used in the pricing model for options granted during the nine months ended September 30, 2007 and 2006 are noted in the following table. The expected term of options granted is derived from historical data on employee exercise and post-vesting employment termination behavior. The risk free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. Expected volatility is based on the historical volatility of the Company’s stock.

 

 

 

 

 

 

 

 

 

 

Nine
Months Ended
September 30, 2007

 

Nine
Months Ended
September 30, 2006

 

 

 


 


 

Risk-free interest rate

 

4.66

%

 

4.89

%

 

Expected dividend yield

 

1.40

%

 

0.820

%

 

Expected life in years

 

7

 

 

7

 

 

Expected price volatility

 

25.61

%

 

27.18

%

 

The Black-Scholes option valuation model requires the input of highly subjective assumptions, including the expected life of the stock based award and stock price volatility. The assumptions listed above represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if other assumptions had been used, the Company’s recorded share-based compensation expense could have been materially different from that reflected in these consolidated financial statements. In addition, the Company is required to estimate the expected forfeitures rate and only recognize expense for those shares expected to vest. If the Company’s actual forfeiture rate is materially different from the estimate, the share-based compensation expense could be materially different.

NOTE 6: Stockholder’s Equity

In September 2007, the Company received Board of Director approval to repurchase up to 5% of the shares of the Company’s common stock in the open market over the next twelve months. The repurchase plan represents approximately 200,649 shares of the company’s common stock outstanding as of July 28, 2007, as reported on the Company’s most recent Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 10, 2007. The repurchase program allows the Company to purchase common shares for a period of approximately twelve months from the approval date in the open market.

As of September 30, 2007, the Company purchased 75,000 shares at prices ranging from $12.71 to $13.00 for a total cost of $966,613. The Company executed these transactions pursuant to the safe harbor provisions of the SEC’s Rule 10b-18. All shares repurchased were made in open market transactions and were part of the publicly announced repurchase program.

NOTE 7: Subsequent Events

On October 23, 2007, the Company declared a cash dividend of $0.05 per share to be paid on November 30, 2007 to shareholders of record as of November 15, 2007.

NOTE 8: Trust Preferred Security

On September 30, 2007, the Company accrued for the payoff of the $10 million of the trust preferred securities that were issued by a wholly owned trust, San Rafael Capital Trust I. The Company paid this redemption on October 1, 2007. The interest rate on the debenture had born a floating interest rate of three-month LIBOR plus 3.65%. As a result of this payoff, the Company incurred a nonrecurring expense of $200,000 for the expensing of the unamortized placement fees.

The funds utilized to redeem these trust preferred securities were primarily obtained from the issuance of $10 million in new trust preferred securities that bear a floating interest rate of three-month LIBOR plus 1.44%. These securities were issued through a new wholly owned trust, San Rafael Capital Trust III.

11



 

 

Item 2:

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Epic Bancorp was incorporated under the laws of the State of California on December 20, 1988 and is the parent company for the Bank, a California industrial bank established in 1991, which offers a full range of banking services targeting small-to-medium sized businesses, individuals and high-net worth consumers, and EWM, established in January 2005, which offers investment advisory and financial planning services to the general community and to clients of the Bank.

The Bank attracts deposits from individuals, merchants, small-to-medium sized businesses, not-for-profit organizations, and professionals who live and/or work in the communities comprising the Bank’s market areas by offering a friendly, non-intimidating, differentiated branch environment, convenience, competitive interest rate products and providing value-added customer services. The Bank offers a broad range of commercial and retail lending programs, commercial cash management products and services and.Iinvestment advice through its affiliate, EWM, to enable its customers to reach their lifetime personal and financial goals. Loan programs include commercial and industrial real estate loans, mortgages for multifamily real estate, commercial loans to businesses including SBA loans, revolving lines of credit and term loans, consumer loans including home equity lines of credit and secured and unsecured lines of credit, land and construction lending for single family residences and apartment buildings, and commercial real estate.

General

As of September 30, 2007, the consolidated Company is comprised of three entities, Epic Bancorp, the Bank and EWM. San Rafael Capital Trust I, II and III (“Trusts”) are wholly owned unconsolidated subsidiaries that were formed during 2002, 2006 and 2007, respectively, for the purpose of enabling the Company to issue junior subordinated debentures and accordingly, the investment activities related to the issuance, investment and debt service payments associated with the $10.3 million, $3.1 million and $10.3 million, respectively, of junior subordinated debentures are so reflected.

The Company is headquartered in Marin County, California, which has a population of 252,485, the second highest household income in the state and the highest per capita income out of the 3,111 counties nationwide, according to data from the U.S. Census Bureau and USDA. In Marin County, the median price for a single family home is $899,500 according to DataQuick August 2007 home sales report. The per capita income is $44,962, which is the highest in the nation, and household income is $71,306, which is the second highest in the State, according to data from U.S. Census Bureau. Marin County had $7.8 billion in total deposits as of June 30, 2007 according to data from the FDIC, the most recent date for which data is available.

Company Strategy

During the past several years, the Company has adopted a business strategy of developing a business-based banking approach as a means of increasing market share in Marin County and increasing shareholder value. The Company’s strategy of providing financial services and advice to business owners and individuals incorporates a relationship-based approach to customer service and marketing, with an understanding of the balance sheet and income statement profile of clients to even more effectively present loan and deposit products and investment management and financial planning to its constituency.

The Company has a demonstrated expertise in providing the full service banking needs of its business clients through innovative and flexible financing and cash management services. Directors and employees of the Company maintain a high level of involvement and visibility within the community and the not-for-profit sector. The Company also strives to add value for its shareholders by optimizing its capital, expanding the volume of its earning assets and increasing non-interest income. In the past five years, the Company has grown significantly; however, its business is subject to various risks. This strategy, executed primarily through its expanding retail branch presence, incorporates:

 

 

 

 

offering consultation and planning services, delivered in a personalized, non-intimidating way;

 

tailoring loan and deposit products such as commercial and multifamily mortgages, business and personal loans and lines of credit, and cash management services to small-to-medium sized businesses and individuals;

 

building relationships through wealth management services in the high-net worth community of Marin County and the greater San Francisco Bay Area;

 

targeting the market of high-net worth households and business owners with liquid assets of $1 to $10 million;

 

providing fee-based investment advisory, asset management, and financial planning services;

 

embarking on a key customer service and loyalty strategy whereby the goal is to enhance the service culture of the Company, build customer loyalty, improve internal business workflows and develop a meaningful measurement system;

12



 

 

 

 

increasing non-interest income to a greater portion of total revenue; and,

 

utilizing new technologies to better meet the financial needs of businesses, professionals, individuals and families.

As an integral element in its strategic plan to increase market share in Marin County and to further service its high-net worth business and consumer base the Company established EWM, a registered investment advisor under the Investment Advisers Act of 1940, as amended. EWM provides investment management, financial planning and advice to high-net worth individuals, families, and institutions to the general Marin County marketplace.

New Facilities

Management believes that the likelihood of success of its new branches is increased by placing new branches in proximity to existing branches of other financial institutions with large deposit bases. Therefore, the Bank’s branching strategy focuses on opening branches in those geographies in Marin County that generally have at least $100 million in deposits. The Bank opened one new branch in 2002 (Mill Valley), one new branch in 2003 (Greenbrae), two new branches in 2004 (San Anselmo and Northgate - North San Rafael), one new branch in 2005 (Corte Madera), and one new branch in 2006 (Tiburon/Belvedere). The Company intends to open additional branches in its marketplace in the upcoming years.

Company Risks

Whether or not the Company can achieve these financial goals depends on risks and uncertainties that could be beyond the Company’s control. Risks and uncertainties which could affect the ability to grow deposits include, among others:

 

 

 

 

competitive pressures in the Bank’s market areas;

 

changes in the interest rate environment;

 

general economic conditions, nationally, regionally and in the Bank’s market areas;

 

changes in business conditions and inflation;

 

loss of key management; and,

 

the volatility or significant changes in the equity and bond markets which can affect overall growth and profitability of the wealth management business.

The majority of the Bank’s assets and liabilities are monetary. As a result, movement of interest rates plays a large role in the risk to its earnings. In 2006, the Bank’s earnings were impacted by interest rate compression in which its deposit rates rose rapidly while loan rates remained flat. The rise in deposit rates stemmed primarily from local market competition while loan rates reflected general economic conditions in which the interest yield curve was flat.

In 2007, in the banking industry competition for deposits intensified due to rising short-term interest rates, loan growth exceeding deposit growth, and other factors. Deposit competition within the banking industry has caused deposits costs to rise, while competitive rates on loans have not changed significantly. The resulting increase in funding costs has not been offset by rising yields on loans and investments due to relatively stable intermediate and long-term interest rates. Members of the Bank’s Asset/Liability Management Committee monitor economic trends but cannot predict with certainty the movement of interest rates.

Management’s Discussion and Analysis of financial condition and results of operations is intended to provide a better understanding of the significant changes in trends relating to the Company’s financial condition, results of operations, liquidity and interest rate sensitivity.

Critical Accounting Policies

Accounting policies are integral to understanding the results reported. The most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. The Company has established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of the current accounting policies involving significant management valuation judgments.

13


Allowance for Loan Losses

The allowance for loan losses represents management’s best estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged-off, net of recoveries. The Company evaluates the allowance for loan loss on a quarterly basis and believes that the allowance for loan loss is a “critical accounting estimate” because it is based upon management’s assessment of various factors affecting the collectibility of the loans, including current and projected economic conditions, past credit experience, delinquency status, the value of the underlying collateral, if any, and a continuing review of the portfolio of loans and commitments.

The Company determines the appropriate level of the allowance for loan losses, primarily on an analysis of the various components of the loan portfolio, including all significant credits on an individual basis. The Company segments the loan portfolios into as many components as practical. Each component would normally have similar characteristics, such as risk classification, past due status, type of loan, industry or collateral. The Company analyzes the following components of the portfolio and provides for them in the allowance for loan losses:

 

 

 

 

All significant credits on an individual basis that are classified doubtful.

 

 

 

 

All other significant credits reviewed individually. If no allocation can be determined for such credits on an individual basis, they shall be provided for as part of an appropriate pool.

 

 

 

 

All other loans that are not included by the credit grading system in the population of loans reviewed individually but are delinquent or are classified or designated special mention (e.g. pools of smaller delinquent, special mention and classified commercial and industrial, and real estate loans).

 

 

 

 

Homogenous loans that have not been reviewed individually, or are not delinquent, classified, or designated as special mention (e.g. pools of real estate mortgages).

 

 

 

 

All other loans that have not been considered or provided for elsewhere (e.g. pools of commercial and industrial loans that have not been reviewed, classified, or designated special mention, standby letters of credit, and other off-balance sheet commitments to lend).

No assurance can be given that the Company will not sustain loan losses that are sizable in relation to the amount reserved, or that subsequent evaluations of the loan portfolio will not require an increase in the allowance. Prevailing factors in association with the methodology may include improvement or deterioration of individual commitments or pools of similar loans, or loan concentrations.

Available-for-Sale Securities

Statement of Financial Accounting Standards (“SFAS”) 115 requires that available-for-sale securities be carried at fair value. This is a “critical accounting estimate” in that the fair value of a security is based on quoted market prices or if quoted market prices are not available, fair values are extrapolated from the quoted prices of similar instruments. Adjustments to the available-for-sale securities fair value impact the consolidated financial statements by increasing or decreasing assets and stockholders’ equity.

Servicing Asset

The Company services SBA and non-SBA loans for investors and records a related mortgage servicing asset. The servicing calculations contain certain assumptions such as the expected life of the loan and the discount rate used to compute the present value of future cash flows. The exposure resulting from the loan life assumption is if loans prepay faster than expected. The exposure resulting from the discount rate assumption is if prime rate adjusts severely and permanently. Such exposure can cause adjustments to the income statement.

Supplemental Employee Retirement Plan

The Company has entered into supplemental employee retirement agreements with certain executive officers. The liability under these agreements is measured in accordance with SFAS No. 87. The liability is based on estimates involving life expectancy, length of time before retirement, appropriate discount rate, forfeiture rates and expected benefit levels. Should these estimates prove materially different from actual results, the Company could incur additional or reduced future expense.

14


Deferred Tax Assets

Deferred income taxes reflect the estimated future tax effects of temporary differences between the reported amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The Company uses an estimate of future earnings to support the position that the benefit of the deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and the net income will be reduced.

RESULTS OF OPERATIONS

For the three months ended September 30, 2007, the Company reported on a consolidated basis, net income of $985,000 as compared to $1,052,000 for the three months ended September 30, 2006, a decrease of 6.4%. Diluted earnings per share was $0.25 for the three months ended September 30, 2007 as compared to $0.27 for the three months ended September 30, 2006.

For the nine months ended September 30, 2007, the Company reported on a consolidated basis, net income of $3,070,000 as compared to $2,853,000 for the nine months ended September 30, 2006, an increase of 7.6%. Diluted earnings per share was $0.77 for the nine months ended June 30, 2007 as compared to $0.72 for the nine months ended September 30, 2006.

Third Quarter 2007 Compared to Third Quarter 2006

The decrease in net income and fully diluted earnings per share for the three month period ended September 30, 2007 over the same period prior year was primarily the result of the following:

 

 

 

 

For the three months ended September 30, 2007, net interest income before provision for loan losses increased by $134,000, or 3.1% over the same period last year. The increase in net interest income was largely due to an increased average earning asset base partially offset by a decreased net interest margin from 3.57% to 3.53% and an increase in deposit expenses of $290,000. Total average interest earning assets increased by $20,513,000, or 4.2% to $507,645,000 for the three months ended September 30, 2007 over the same period last year while total average interest bearing liabilities increased by $21,868,000, or 4.9% to $470,037,000 for the three months ended September 30, 2007 over the same periods last year. The deposit expense increase is primarily due to a rising short-term interest rates and local market competition for deposits.

 

 

 

 

For the three months ended September 30, 2007, non-interest income increased $51,000, or 9.1% over the same period last year. This increase is primarily attributable to an increase in investment advisory services fee income generated by EWM of $32,000, an increase in loan servicing of $7,000, and an increase in other income of $156,000, or 87.2% for the three months ended September 30, 2007 as compared to the corresponding period in the prior year. This increase were partially offset by a decrease of $145,000 in the gain on the sale of loans associated with the sale of the government guaranteed portion of Small Business Administration loans during the three months ended September 30, 2007 as compared to the same period prior year.

Partially offsetting the increases in the net interest income before provision for losses and non-interest income, which both had positive impacts on net income, was an increase in non-interest expense and provision for loan losses.

 

 

 

 

Non-interest expense for the three months ended September 30, 2007 increased $258,000 to $3,552,000 over the same period prior year. There was a decrease in salaries and benefits of $90,000 partially offset by an increase in other administrative expenses of $282,000, of which $200,000 was related to a nonrecurring expense for the expensing of unamortized placement fees on the $10 million for the trust preferred securities (see Note 8). There was also an increase in data processing expenses of $42,000 for the three months ended September 30, 2007 as compared to the same period prior year as a result of the growth of the Company.

 

 

 

 

The provision for loan losses in the three months ended September 30, 2007 was $116,000 as compared to a recovery of $69,000 for the same period prior year, an increase of $185,000. This level is considered adequate by management for probable loan losses inherent in the portfolio.

15


Nine Months 2007 Compared to Nine Months 2006

The increase in net income and fully diluted earnings per share for the nine months ended September 30, 2007 over the same period prior year was primarily the result of the following:

 

 

 

 

For the nine months ended September 30, 2007, net interest income before provision for loan losses decreased by $201,000, or 1.5% over the same period last year. The decrease in net interest income was largely due to a narrowing of the net interest margin from 3.75% to 3.52%, a 28.4% increase in deposit expenses of $2,684,000 for the nine months ended September 30, 2007 over the same period prior year partially offset by an increase in average earning asset base. The deposit expense increase is primarily attributable to rising short-term interest rates and deposit competition in the marketplace. The total average interest earning assets increased by $23,419,000, or 5.0% to $495,195,000 for the nine months ended September 30, 2007 over the same period last year, while total average interest bearing liabilities increased by $22,052,000, or 5.1% to $455,889,000 for the nine months ended September 30, 2007 over the same period last year.

 

 

 

 

Non-interest expense for the nine months ended September 30, 2007 increased $180,000, or 36.7% to $10,098,000 over the same period prior year. There was a decrease in salaries and benefits of $523,000 in the first nine months ended September 30, 2007 over the same period in 2006 partially offset by an increase in other administrative expenses of $471,000 of which $200,000 was due to a nonrecurring expense as discussed above in the comparison of the third quarter 2007 as compared to third quarter 2006 and an increase in equipment and depreciation of $65,000 as a result of the growth of the Company.

Partially offsetting the decreases in the net interest income before provision for losses and the increase in non-interest expense, which had a negative impact on net income, was an increase in non-interest income and a decrease in the provision for loan losses as follows.

 

 

 

 

For the nine months ended September 30, 2007, non-interest income increased $163,000, or 9.6% over the same period last year. This increase is primarily attributable to an increase in investment advisory services fee income generated by EWM of $65,000, an increase in loan servicing of $18,000, and an increase in other income of $335,000 for the nine months ended September 30, 2007 as compared to the corresponding period in the prior year. This increase was partially offset by a decrease of $258,000 in the gain on the sale of loans associated with the sale of the government guaranteed portion of Small Business Administration loans during the nine months ended September 30, 2007 as compared to the same period prior year.

 

 

 

 

The provision for loan losses in the nine months ended September 30, 2007 was $40,000 as compared to a provision of $401,000 for the same period prior year. This level is considered adequate by management for probable loan losses inherent in the portfolio.

For the three months ended September 30, 2007, the Company’s return on average assets (“ROA”) was 0.74% compared to 0.84% for the same period in 2006. The Company’s return on average equity (“ROE”) for the three months ended September 30, 2007 was 11.73% compared to 14.29% for the same period last year. For the nine months ended September 30, 2007, the Company’s return on average assets (“ROA”) was 0.80% compared to 0.79% for the same period in 2006. The Company’s return on average equity (“ROE”) for the nine months ended September 30, 2007 was 12.55% compared to 13.36% for the same period last year. Management continues to balance the desire to increase the return ratios with the desire to increase the Bank’s deposit penetration in Marin County and loan growth throughout its lending territories while maintaining superior credit quality.

As of September 30, 2007, consolidated total assets were $542,986,000 as compared to $503,514,000 at December 31, 2006, which represents an increase of 7.8%. Contributing to the increase in assets as of September 30, 2007 as compared to December 31, 2006 was an increase of $23,600,000 or 5.5% in gross outstanding loans, an increase in total investment securities of $5,838,000, or 12.1%, the addition of the cash surrender value of bank owned life insurance (“BOLI”) of $10,250,000, or 100% (obtained policy in April 2007), and an increase in other assets of $478,000, or 7.9% as of September 30, 2007. Total deposits decreased $201,000 from December 31, 2006 to September 30, 2007. FHLB advances increased $27,160,000, or 31.5% from December 31, 2006 to September 30, 2007. Accrued interest payable and other liabilities increased $10,106,337 as of September 30, 2007 and is primarily attributable to the $10.3 million of the trust preferred securities whose pay off was accrued as of September 30, 2007 (see Note 8). Stockholder’s equity increased $2,406,000, or 7.8% to $33,287,000 as of September 30, 2007 from $30,881,000 as of December 31, 2006.

As of September 30, 2007, EWM had approximately $272 million in assets under management as compared to $243 million for the same period prior year.

16


Net Interest Income

Net interest income is the difference between the interest earned on loans, investments and other interest earning assets, and its interest expense on deposits and other interest bearing liabilities.

Net interest income is impacted by changes in general market interest rates and by changes in the amounts and composition of interest earning assets and interest bearing liabilities. Comparisons of net interest income are frequently made using net interest margin and net interest rate spread. Net interest margin is expressed as net interest income divided by average earning assets. Net interest rate spread is the difference between the average rate earned on total interest earning assets and the average rate incurred on total interest bearing liabilities. Both of these measures are reported on a taxable equivalent basis. Net interest margin is the higher of the two because it reflects interest income earned on assets funded with non-interest bearing sources of funds, which includes demand deposits and stockholders’ equity.

The following tables present average daily balances of assets, liabilities, and shareholders’ equity as of September 30, 2007 and 2006, along with total interest income earned and expense paid, and the average yields earned or rates paid and the net interest margin for the three and nine months ended September 30, 2007 and 2006.

17


EPIC BANCORP AND SUBSIDIARIES
Average Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended

 

 

 


 

 

 

9/30/07

 

9/30/06

 

 

 


 


 

(dollars in thousands)

 

Average
Balance

 

Interest
Income/
Expense

 

Yields
Earned/
Paid

 

Average
Balance

 

Interest
Income/
Expense

 

Yields
Earned/
Paid

 

 

 


 


 


 


 


 


 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities - Muni’s (1,2)

 

$

4,316

 

$

43

 

 

5.58

%

$

 

$

 

 

N/A

 

Investment securities - taxable (2)

 

 

50,845

 

 

615

 

 

4.80

%

 

48,851

 

 

502

 

 

4.08

%

Other investments

 

 

5,123

 

 

66

 

 

5.11

%

 

6,056

 

 

64

 

 

4.19

%

Interest bearing deposits in other financial institutions

 

 

786

 

 

9

 

 

4.54

%

 

1,317

 

 

12

 

 

3.61

%

Federal funds sold

 

 

2,132

 

 

24

 

 

4.47

%

 

6,955

 

 

88

 

 

5.02

%

Loans (3)

 

 

444,443

 

 

9,210

 

 

8.22

%

 

423,953

 

 

8,677

 

 

8.12

%

 

 



 



 



 



 



 



 

Total Interest Earning Assets

 

 

507,645

 

 

9,967

 

 

7.79

%

 

487,132

 

 

9,343

 

 

7.61

%

Allowance for loan losses

 

 

(4,621

)

 

 

 

 

 

 

 

(4,658

)

 

 

 

 

 

 

Cash and due from banks

 

 

4,374

 

 

 

 

 

 

 

 

4,823

 

 

 

 

 

 

 

Net premises, furniture and equipment

 

 

4,916

 

 

 

 

 

 

 

 

5,112

 

 

 

 

 

 

 

Other assets

 

 

17,825

 

 

 

 

 

 

 

 

6,160

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Assets

 

$

530,139

 

 

 

 

 

 

 

$

498,569

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing checking

 

$

7,371

 

 

11

 

 

0.59

%

$

7,576

 

 

12

 

 

0.63

%

Savings deposits (4)

 

 

159,732

 

 

1,676

 

 

4.16

%

 

151,753

 

 

1,612

 

 

4.21

%

Time deposits

 

 

177,516

 

 

2,249

 

 

5.03

%

 

171,185

 

 

2,022

 

 

4.69

%

Other borrowings

 

 

105,142

 

 

1,216

 

 

4.59

%

 

104,252

 

 

1,016

 

 

3.87

%

Junior Subordinated Debentures

 

 

20,276

 

 

302

 

 

5.91

%

 

13,403

 

 

302

 

 

8.94

%

 

 



 



 



 



 



 



 

Total Interest Bearing Liabilities

 

 

470,037

 

 

5,454

 

 

4.60

%

 

448,169

 

 

4,964

 

 

4.39

%

Noninterest deposits

 

 

21,245

 

 

 

 

 

 

 

 

18,061

 

 

 

 

 

 

 

Other liabilities

 

 

5,287

 

 

 

 

 

 

 

 

2,895

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Liabilities

 

 

496,569

 

 

 

 

 

 

 

 

469,125

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

33,570

 

 

 

 

 

 

 

 

29,444

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

530,139

 

 

 

 

 

 

 

$

498,569

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net interest income

 

 

 

 

$

4,513

 

 

 

 

 

 

 

$

4,379

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net interest spread (5)

 

 

 

 

 

 

 

 

3.19

%

 

 

 

 

 

 

 

3.22

%

Net interest margin (6)

 

 

 

 

 

 

 

 

3.53

%

 

 

 

 

 

 

 

3.57

%


 

 

(1)

Yields on securities and certain loans have been adjusted upward to a “fully taxable equivalent” (“FTE”) basis in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.

 

 

(2)

The yields for securities were computed using the average amortized cost and therefore do not give effect for changes in fair value.

 

 

(3)

Loans, net of unearned income, include non-accrual loans but do not reflect average reserves for possible loan losses.

 

 

(4)

Savings deposits include Money Market accounts.

 

 

(5)

Net interest spread is the interest differential between total interest earning assets and total interest-bearing liabilities.

 

 

(6)

Net interest margin is the net yield on average interest earning assets.


18


EPIC BANCORP AND SUBSIDIARIES
Average Balance Sheets (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

 

 


 

 

 

9/30/07

 

9/30/06

 

 

 


 


 

(dollars in thousands)

 

Average
Balance

 

Interest
Income/
Expense

 

Yields
Earned/
Paid

 

Average
Balance

 

Interest
Income/
Expense

 

Yields
Earned/
Paid

 

 

 


 


 


 


 


 


 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment securities - Muni’s (1,2)

 

$

2,401

 

$

71

 

 

5.58

%

$

 

$

 

 

N/A

 

Investment securities - taxable (2)

 

 

49,248

 

 

1,714

 

 

4.65

%

 

47,045

 

$

1,389

 

 

3.95

%

Other investments

 

 

5,093

 

 

202

 

 

5.30

%

 

6,061

 

 

222

 

 

4.90

%

Interest bearing deposits in other financial institutions

 

 

972

 

 

32

 

 

4.40

%

 

1,187

 

 

33

 

 

3.72

%

Federal funds sold

 

 

3,581

 

 

137

 

 

5.12

%

 

5,633

 

 

200

 

 

4.75

%

Loans (3)

 

 

433,900

 

 

26,951

 

 

8.30

%

 

411,850

 

 

24,354

 

 

7.91

%

 

 



 



 



 



 



 



 

Total Interest Earning Assets

 

 

495,195

 

 

29,107

 

 

7.86

%

 

471,776

 

 

26,198

 

 

7.42

%

Allowance for loan losses

 

 

(4,639

)

 

 

 

 

 

 

 

(4,485

)

 

 

 

 

 

 

Cash and due from banks

 

 

4,386

 

 

 

 

 

 

 

 

5,248

 

 

 

 

 

 

 

Net premises, furniture and equipment

 

 

5,068

 

 

 

 

 

 

 

 

4,838

 

 

 

 

 

 

 

Other assets

 

 

13,171

 

 

 

 

 

 

 

 

5,893

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Assets

 

$

513,181

 

 

 

 

 

 

 

$

483,270

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing checking

 

$

7,664

 

 

35

 

 

0.61

%

$

7,235

 

 

34

 

 

0.63

%

Savings deposits (4)

 

 

156,499

 

 

5,142

 

 

4.39

%

 

157,709

 

 

4,551

 

 

3.86

%

Time deposits

 

 

181,824

 

 

6,952

 

 

5.11

%

 

151,789

 

 

4,860

 

 

4.28

%

Other borrowings

 

 

94,183

 

 

3,073

 

 

4.36

%

 

105,580

 

 

2,785

 

 

3.53

%

Junior Subordinated Debentures

 

 

15,719

 

 

887

 

 

7.54

%

 

11,524

 

 

749

 

 

8.69

%

 

 



 



 



 



 



 



 

Total Interest Bearing Liabilities

 

 

455,889

 

 

16,089

 

 

4.72

%

 

433,837

 

 

12,979

 

 

4.00

%

Noninterest deposits

 

 

20,471

 

 

 

 

 

 

 

 

17,761

 

 

 

 

 

 

 

Other liabilities

 

 

4,216

 

 

 

 

 

 

 

 

3,193

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Liabilities

 

 

480,576

 

 

 

 

 

 

 

 

454,791

 

 

 

 

 

 

 

Shareholders’ Equity

 

 

32,605

 

 

 

 

 

 

 

 

28,479

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

Total Liabilities and Shareholders’ Equity

 

$

513,181

 

 

 

 

 

 

 

$

483,270

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net interest income

 

 

 

 

$

13,018

 

 

 

 

 

 

 

$

13,219

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 



 

 

 

 

Net interest spread (5)

 

 

 

 

 

 

 

 

3.14

%

 

 

 

 

 

 

 

3.42

%

Net interest margin (6)

 

 

 

 

 

 

 

 

3.51

%

 

 

 

 

 

 

 

3.75

%


 

 

(1)

Yields on securities and certain loans have been adjusted upward to a “fully taxable equivalent” (“FTE”) basis in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.

 

 

(2)

The yields for securities were computed using the average amortized cost and therefore do not give effect for changes in fair value.

 

 

(3)

Loans, net of unearned income, include non-accrual loans but do not reflect average reserves for possible loan losses.

 

 

(4)

Savings deposits include Money Market accounts.

 

 

(5)

Net interest spread is the interest differential between total interest earning assets and total interest-bearing liabilities.

 

 

(6)

Net interest margin is the net yield on average interest earning assets.

19


For the three and nine months ended September 30, 2007, the Bank’s net interest income before the provision for loan losses increased $134,000, or 3.1% and decreased $201,000, or 1.5%, respectively over the same periods for 2006. The variances are attributable to an increase in the earning asset base partially offset by decrease in the net interest margin and increases in deposit expenses.

Third Quarter 2007 Compared to Third Quarter 2006

For the three months ended September 30, 2007, the Bank achieved a net interest margin (“NIM”) of 3.53%, a decrease from the NIM of 3.57% in 2006. The decline in NIM the third quarter of 2007 as compared to the same period a year ago reflects market deposit rates that were quick to re-price as competitive market rates rose, only partially offset by higher asset yields in most categories.

The Bank’s yield on average interest earning assets was favorably impacted by the increasing interest rate environment resulting in a higher yield of 7.79% for the three months ended September 30, 2007 as compared to 7.61% for the same period prior year. The yield on the loan portfolio increased ten basis points from 8.12% to 8.22% for the three month period ended September 30, 2007. The increase in the loan yield from the third quarter of 2006 is primarily attributable to loan originations at higher yields as average market interest rates increased, as well as maturities and paydowns of loans at lower yields. The yield on the Bank’s Federal funds sold decreased from 5.02% to 4.47% for the three month period ended September 30, 2007 as compared to the same period prior year. The decrease in the Federal Funds sold yield is primarily related to the decrease in interest rate implemented by the Federal Reserve Board decreasing the Federal funds interest rate (the interest rate banks charge each other for short term borrowings) by 50 basis points in September 2007. The average balance for investment securities - taxable for the three month period ending September 30, 2007 was $50,845,000 which represents an increase of 4.1% from the same period prior year, had an increase in yield from 4.08% in 2006 to 4.80% in 2007. The increase in yield on these securities primarily relates to maturities and paydowns of securities at lower yields. Other investments increased ninety-two basis points and interest bearing deposits in other financial institutions increased ninety-three basis points from 2007 as compared to 2006.

The rate paid on average interest bearing liabilities increased from 4.39% to 4.60% when comparing the three month period ended September 30, 2007 versus the same period a year ago. The rate paid on savings deposits decreased from 4.21% to 4.16% from 2007 as compared to 2006 partially due to a lower rate offered. Rates paid on time deposits increased thirty-four basis points from 4.69% to 5.03% from 2007 as compared to 2006 due to higher offered rates. The rate on other borrowings increased seventy-two basis points at 2007 when compared to 2006. Other borrowings include overnight borrowings and term FHLB advances as new borrowings had higher yields as average market interest rates increased as well as maturities of borrowings at lower yields. These increases are primarily attributable to the result of the previously discussed changes in market interest rates originating from prior actions taken by the Federal Reserve from 2004 through 2006. The rate on junior subordinated debentures decreased from 8.94% to 5.91% at 2007 when compared to 2006. This decrease is attributable to the Company obtaining a issuance of $10 million in new trust preferred securities that bear a floating interest rate of three-month LIBOR plus 1.44% as compared to the Company’s existing securities which had bear a floating interest rate of three-month LIBOR plus 3.65% (see Note 8).

Nine Months 2007 Compared to Nine Months 2006

For the nine months ended September 30, 2007, the Bank achieved a net interest margin (“NIM”) of 3.51%, a decrease from the NIM of 3.75% in 2006. The decrease in the NIM for the nine months ended 2007 as compared to the same period prior year is primarily attributable to funding costs increases not being offset fully by rising yields on loans and investments due to relatively stable intermediate and long-term interest rates.

The Bank’s yield on average interest earning assets was favorably impacted by the increasing interest rate environment resulting in a higher yield of 7.86% for the nine months ended September 30, 2007 as compared to 7.42% for the same period prior year. The loan portfolio increased thirty-nine basis points from 7.91% to 8.30% for the nine month period ended September 30, 2007 which is primarily attributable to the growth in loans held in the portfolio. The yield on the loan originations were at higher yields and maturities and paydowns of loans at lower yields. The yield on the Bank’s Federal funds sold increased from 4.75% to 5.12% for the nine month period ended September 30, 2007 as compared to the same period prior year. The increased yield on the Federal funds sold is the result of prior interest rate increases implemented by the Federal Reserve Board increasing the Federal funds interest rate (the interest rate banks charge each other for short term borrowings) from June 2004 through June 2006 partially offset by the decrease in the interest rate implemented by the Federal Reserve Board decreasing the Federal funds interest rate by 50 basis points in September 2007. The average balance for investment securities - taxable for the nine month period ending September 30, 2007 was $49,248,000, which represents an increase of

20


4.7% from the same period prior year, had an increase in yield from 3.95% in 2006 to 4.65% in 2007. The yield increase primarily relates to purchasing more securities with higher yields than the maturities and paydowns of securities at lower yields. Other investments and interest bearing deposits in other financial institutions increased forty and sixty-eight basis points, respectively, from 2007 as compared to 2006.

The rate paid on average interest bearing liabilities increased from 4.00% to 4.72% when comparing the nine month period ended September 30, 2007 to the prior year due to increased competition for deposits. The rate paid on savings deposits increased from 3.86% to 4.39% from 2007 as compared to 2006 and time deposits increased eighty-three basis points from 4.28% to 5.11% from 2007 as compared to 2006. The increases are attributable to higher rates offered on these products. The rate on other borrowings increased from 3.53% to 4.36% at 2007 when compared to 2006 as a result of the previously discussed changes in market interest rates originating from prior actions taken by the Federal Reserve Board from 2004 through 2006 resulting in seventeen 25 basis point increases. The junior subordinated debentures decreased from 8.69% to 7.54% at 2007 when compared to 2006. The decrease in the interest paid on debentures is attributable to the refinancing of the $10 million debenture described in the third quarter 2007 compared to the third quarter 2006 above.

Analysis of Volume and Rate Changes on Net Interest Income and Expenses

The following sets forth changes in interest income and interest expense for each major category of average interest-earning assets and interest-bearing liabilities, and the amount of change attributable to volume and rate changes for the periods indicated. Changes not solely attributable to volume or rate have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the changes in each.

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months ended September 30, 2007
Compared to nine Months ended September 30, 2006

 

 

 


 

 

 

Volume

 

Rate

 

Total

 

 

 

(Dollars in thousands)

 

Increase/(decrease) in Interest Income

 

 

 

 

 

 

 

 

 

 

Investment securities

 

$

144

 

$

252

 

$

396

 

Other investments

 

 

(46

)

 

26

 

 

(20

)

Interest-bearing deposits

 

 

(9

)

 

8

 

 

(1

)

Federal Funds Sold

 

 

(86

)

 

23

 

 

(63

)

Loans

 

 

1,337

 

 

1,259

 

 

2,596

 

 

 



 



 



 

 

 

 

1,340

 

 

1,568

 

 

2,908

 

 

Increase/(decrease) in Interest Expense

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking

 

$

2

 

$

(1

)

$

1

 

Savings deposits

 

 

(57

)

 

648

 

 

591

 

Time Deposits

 

 

1,056

 

 

1,035

 

 

2,091

 

FHLB and other borrowings

 

 

(462

)

 

750

 

 

288

 

Junior Subordinated Debentures

 

 

295

 

 

(157

)

 

138

 

 

 



 



 



 

 

 

 

834

 

 

2,275

 

 

3,109

 

 

 



 



 



 

Increase/(decrease) in Net Interest Income

 

$

506

 

$

(707

)

$

(201

)

 

 



 



 



 

Non-interest Income

Non-interest income for the three and nine months ended September 30, 2007 was $609,000 and $1,854,000, respectively, an increase of $51,000, or 9.1% and $163,000, or 9.6% from the same period in 2006. Non-interest income is comprised of Gain on sale of loans, net, Loss on sale of securities, Net, Loan servicing, Advisory Services fee income and Other income.

For the three months ended September 30, 2007, the gain on sale of loans, net decreased $145,000, or 67.7%. This decrease was primarily due to the $1,311,000 sale of the government guaranteed portion of five Small Business Administration (“SBA”) loans in 2007 versus the sale of $2,524,000 of the government guaranteed portion of seven SBA loans for the same period in 2006. For the nine months ended September 30, 2007, the gain on sale of loans, net decreased $258,000, or 34.7%. This decrease was primarily due to the $5,663,000 sale of the government guaranteed portion of thirteen SBA loans in 2007 versus the sale of $7,766,000 of the government guaranteed portion of sixteen SBA loans for the same period in 2006.

21


Loan servicing for the three months ended September 30, 2007 was $51,000, representing an increase of $7,000 over the same period the prior year. This increase is primarily the result of a increase in the number of loans that the Bank is servicing. Loan servicing for the nine months ended September 30, 2007 was $127,000, representing an increase of $18,000 over the same period the prior year. This increase is primarily the result of an increase in the amount of loans that the Bank is servicing.

Advisory Services fee income increased $32,000, or 26.0% from the three month period ended September 30, 2007 as compared to the three month period ended September 30, 2006. This increase is primarily attributable to the growth provided by EWM in wealth management services inclusive of investment management and financial planning to high-net worth individuals, families and institutions. Advisory Services fee income increased $65,000, or 17.4% from the nine month period ended September 30, 2007 as compared to the nine month period ended September 30, 2006. These increases are primarily attributable to the growth of EWM providing wealth management services inclusive of investment management and financial planning to high-net worth individuals, families and institutions.

As of September 30, 2007, EWM had approximately $272 million in assets under management of which $54 million represents the Bank’s investment portfolio. The Company anticipates that EWM will grow in 2007; however, due to the uncertainties involved in staffing, marketing, and growing the client base of the new subsidiary, the Company makes no assurance that EWM will generate significant revenue in 2007 or that it will be profitable on a stand-alone basis.

EWM has required capital infusions from the Company. For the three and nine months ended September 30, 2007, capital infusions totaled $0 and $115,000, respectively, versus $185,000 and $436,000 of capital infusions for the same period prior year.

Other income increased $156,000, or 87.2% and $335,000, or 71.9% for the three and nine month period ended September 30, 2007, respectively, as compared to the same period prior year. The increase for the third quarter 2007 as compared to the same quarter prior period is primarily attributable to the Bank obtaining a BOLI policy in April 2007 which attributed $137,000 to other income. NSF fees increased $24,000 as a result of managements’ efforts to appropriately apply service charge on checks drawn against insufficient funds and miscellaneous income increased $19,000 partially offset by a decrease in miscellaneous fee income of $14,000.

The increase in other income for the first nine months of 2007 as compared to the same period prior year was primarily attributable to BOLI income and NSF fees of $250,000 and $75,000, respectively, as described above in the third quarter 2007 change as compared to third quarter 2006. Miscellaneous income increased $63,000 which was partially offset by a decrease in miscellaneous fee income of $27,000.

Non-interest Expense

The Company’s non-interest expense for the three and nine month period ended September 30, 2007 was $3,552,000 and $10,098,000, respectively, representing an increase of $258,000, or 7.8% and $180,000, or 1.8%, respectively, as compared with the same period in 2006. Non-interest expense consists of Salaries and benefits, Occupancy, Advertising, Professional, Data processing, Equipment and depreciation and Other administrative expenses.

Salaries and benefits is the largest component of non-interest expense. For the three and nine months ended September 30, 2007, salaries and benefits decreased by $90,000, or 4.7% and $523,000, or 8.6%, respectively, primarily due to the timing of when full time equivalent (“FTE”) employees were hired during the respective periods as compared to the same periods prior year. The number of FTE employees decreased to 73 as of September 30, 2007, down from 74 at September 30, 2006. Partially offsetting these decreases, the Company had regular salary adjustments and higher medical benefits and workers’ compensation costs for the three and nine months ended September 30, 2007 versus the same periods prior year.

For the three and nine month period ended September 30, 2007, the increase of $22,000, or 6.1% and $43,000, or 4.1%, respectively in occupancy costs is largely due to the Company occupying new leased spaces which includes the addition of the Bank’s Tiburon/Belvedere branch which opened in September 2006. Additionally, there were annual rent increases in the branch and administrative facilities.

Advertising costs increased $11,000 and $14,000, respectively, for the three and nine month period ended September 30, 2007 as compared to the three and nine months ended September, 30 2006 as a result of new marketing initiatives in 2007.

Professional services decreased $42,000, or 34.2% and increased $60,000, or 20.5%, respectively in the three and nine month period ended September 30, 2007 as compared with the same period prior year. The decrease for the three months was attributable to lower outside consulting fees as compared to the same period prior year and the increase for the nine months ended September 30 was primarily attributable to higher outside consulting fees as compared to the same period prior year.

22


Data processing expenses for the three and nine months ended September 30, 2007 were $146,000 and $351,000, respectively, an increase over the same periods in 2006 of $42,000, or 40.5% and $50,000, or 16.8%, respectively. The increases are largely attributable to additional data processing expenses as a result of the growth of the Company.

For the three and nine months ending September 30, 2007, an increase of $32,000, or 14.7% and $65,000, or 10.7%, respectively in depreciation and amortization expense is primarily attributable to new purchases and leasehold improvements of the Company.

Other administrative expenses of $761,000 and $1,750,000, respectively for the three and nine months ending September 30, 2007 represents a $282,000, or 58.9% and $471,000, or 36.8% increase over the same periods in 2006. For the three months ended September 30, 2007 as compared to the same period prior year, the increase in other expenses was primarily due to a nonrecurring expense of $200,000 for the expensing of unamortized placement fees on the $10 million for the trust preferred securities whose payoff was accrued as of September 30, 2007. Document preparations, ATM/debit card expense, amortization expense of the investments made in a Affordable Housing Project, and loan loss reserve for off balance sheet commitments increased which was partially offset by item processing decrease for the third quarter 2007 as compared to the same period prior year.

The change in the first nine months of 2007 in other administrative expenses as compared to the same period a year ago is due primarily due to the nonrecurring expense of $200,000 as described above as well as increases in document preparation expenses, ATM/debit card expenses, amortization expense of Affordable Housing Project, and loan loss reserve for off balance sheet commitments partially offset by a decrease in office supplies and branch supplies for the first nine months of 2007 as compared to the same period prior year.

The Bank’s efficiency ratio (the ratio of non-interest expense divided by the sum of non-interest income and net interest income) was 69.3% and 67.9% for the three and nine months ending September 30, 2007 as compared to 66.7% and 66.5% for the same period prior year.

The following table sets forth information regarding the non-interest expenses for the periods shown.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended

 

Increase/
(decrease)
amount

 

Increase/
(decrease)
percent

 

 

 


 

 

 

 

 

September 30,
2007

 

September 30,
2006

 

 

 

 

 



 



 


 


 

 

 

(Dollars in thousands)

 

Salaries and benefits

 

$

5,568

 

$

6,091

 

$

(523

)

 

-8.6

%

Occupancy

 

 

1,101

 

 

1,058

 

 

43

 

 

4.1

%

Advertising

 

 

306

 

 

292

 

 

14

 

 

4.8

%

Professional

 

 

353

 

 

293

 

 

60

 

 

20.5

%

Data processing

 

 

351

 

 

300

 

 

51

 

 

17.0

%

Equipment and depreciation

 

 

669

 

 

605

 

 

64

 

 

10.6

%

Other administrative

 

 

1,750

 

 

1,279

 

 

471

 

 

36.8

%

 

 



 



 


 


 

Total

 

$

10,098

 

$

9,918

 

$

180

 

 

1.8

%

 

 



 



 


 


 

Income Taxes

Income tax provision for the three and nine month period ended September 30, 2007 amounted to $469,000 and $1,664,000, respectively, which represents decreases of $190,000, or 28.9% and $74,000, or 4.3%, respectively, over the amounts incurred for the same periods in 2006, producing effective tax rates of 32.3% and 35.2%, respectively. These provisions reflect accruals for taxes at the applicable rates for Federal income and California franchise taxes based upon reported pre-tax income and adjusted for the effects of all permanent differences between income for tax and financial reporting purposes. The Company’s tax rate reduction was primarily attributable to the Company obtaining a BOLI policy in April 2007 (the income from BOLI is tax-free), earnings on qualified municipal securities which were tax-free and Community Reinvestment Act (“CRA”) investment credits. There are normal fluctuations in the effective rate from quarter to quarter based on the relationship of net permanent differences to income before tax.

23


FINANCIAL CONDITION

Loans

Loans, net, increased by $23,561,000, or 5.6% as of September 30, 2007 as compared to December 31, 2006. During the last three years, the Company has emphasized the growth of its commercial loan portfolio and has augmented its traditional commercial and multifamily loans and services with small business lending. The Bank seeks to maintain a loan portfolio that is well balanced in terms of borrowers, collateral, geographies, industries and maturities.

The following table sets forth components of total net loans outstanding in each category at the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30,
2007

 

At September 30,
2006

 

 

 


 


 

 

 

AMOUNT

 

%

 

AMOUNT

 

%

 

 

 


 


 


 


 

 

 

(Dollars in thousands)

 

 

 

 

 

One-to-four family residential

 

$

23,339

 

 

5.2

%

$

18,143

 

 

4.3

%

Multifamily residential

 

 

115,536

 

 

25.7

%

 

121,080

 

 

28.6

%

Commercial real estate

 

 

248,599

 

 

55.3

%

 

210,769

 

 

49.9

%

Land

 

 

7,664

 

 

1.7

%

 

7,299

 

 

1.7

%

Construction real estate

 

 

27,021

 

 

6.0

%

 

32,723

 

 

7.7

%

Consumer loans

 

 

5,707

 

 

1.3

%

 

2,978

 

 

0.7

%

Commercial, non real estate

 

 

20,313

 

 

4.5

%

 

28,229

 

 

6.7

%

 

 



 



 



 



 

Total gross loans

 

 

448,179

 

 

99.7

%

 

421,221

 

 

99.7

%

Net deferred loan costs

 

 

1,427

 

 

0.3

%

 

1,457

 

 

0.3

%

 

 



 



 



 



 

Total loans receivable, net of deferred loan costs

 

$

449,606

 

 

100.0

%

$

422,678

 

 

100.0

%

 

 



 



 



 



 

Real estate construction loans are primarily interim loans to finance the construction of commercial and single family residential property. These loans are typically short-term. Other real estate loans consist primarily of loans made based on the property and/or the borrower’s individual and business cash flows and which are secured by deeds of trust on commercial and residential property to provide another source of repayment in the event of default. Maturities on real estate loans other than construction loans are generally restricted to fifteen years (on an amortization of thirty years with a balloon payment due in fifteen years). Any loans extended for greater than five years generally have re-pricing provisions that adjust the interest rate to market rates at times prior to maturity.

Commercial and industrial loans and lines of credit are made for the purpose of providing working capital, covering fluctuations in cash flows, financing the purchase of equipment, or for other business purposes. Such loans and lines of credit include loans with maturities ranging from one to five years.

Consumer loans and lines of credit are made for the purpose of financing various types of consumer goods and other personal purposes. Consumer loans and lines of credits generally provide for the monthly payment of principal and interest or interest only payments with periodic principal payments.

Outstanding loan commitments at September 30, 2007 and December 31, 2006 primarily consisted of un-disbursed construction loans, lines of credit and commitments to originate commercial real estate and multifamily loans. Based upon past experience, the outstanding loan commitments are expected to grow throughout the year as loan demand continues to increase, subject to economic conditions. The Bank does not have any concentrations in the loan portfolio by industry or group of industries; however as of September 30, 2007 and December 31, 2006, approximately 91.2% and 93.6%, respectively, of the loans were secured by real estate. The Bank has pursued a strategy emphasizing small business lending and commercial real estate loans and seeks real estate collateral when possible.

24


During the second quarter of 2006, the Company purchased $16.6 million of participated construction loans. These loans consisted of 23 participated construction loans purchased with balances ranging from $382,000 to $1,392,000. All of the loans are residential spec construction loans, and the majority of the loans are located in the Southern California beach communities of Manhattan Beach, Hermosa Beach, and Redondo Beach. The loan participations were purchased with original terms of twelve to eighteen months. The loans have floating interest rates equal to the Prime rate. As of September 30, 2007, the remaining balance of the participated loans was $1.7 million.

As of September 30, 2007, the loan portfolio was primarily comprised of floating and adjustable interest rate loans. The following table sets forth the repricing percentages of the adjustable rate loans as of September 30, 2007 and December 31, 2006.

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 


 


 

Reprice within one year

 

 

44.8

%

 

56.4

%

Reprice within one to two years

 

 

9.0

%

 

7.8

%

Reprice within two to three years

 

 

9.2

%

 

5.0

%

Reprice within three to four years

 

 

11.6

%

 

10.5

%

Reprice within four to five years

 

 

14.8

%

 

10.1

%

Reprice after five years

 

 

10.6

%

 

10.2

%

 

 



 



 

Total

 

 

100.0

%

 

100.0

%

 

 



 



 

The following table sets forth the maturity distribution of net of deferred loan costs as of September 30, 2007 which includes net deferred loan costs. At those dates, the Company had no loans with maturity greater than thirty years. In addition, the table shows the distribution of such loans between those loans with predetermined (fixed) interest rates and those with adjustable (floating) interest rates. Adjustable interest rates generally fluctuate with changes in the various pricing indices, primarily the six-month constant maturity treasury index, six month LIBOR, and Prime Rate.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maturing
Within
One Year

 

Maturing
One to
Five Years

 

Maturing
After
Five Years

 

Total

 

 

 


 


 


 


 

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family residential

 

$

10,472

 

$

11,948

 

$

919

 

$

23,339

 

Multifamily residential

 

 

47,330

 

 

56,450

 

 

11,756

 

 

115,536

 

Commercial real estate

 

 

82,981

 

 

129,642

 

 

35,976

 

 

248,599

 

Land

 

 

5,424

 

 

2,240

 

 

 

 

7,664

 

Construction real estate

 

 

27,021

 

 

 

 

 

 

27,021

 

Consumer loans

 

 

5,707

 

 

 

 

 

 

5,707

 

Commercial, non real estate

 

 

18,144

 

 

2,145

 

 

24

 

 

20,313

 

 

 



 



 



 



 

Total

 

$

197,079

 

$

202,425

 

$

48,675

 

$

448,179

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans with predetermined interest rates

 

 

 

 

1,430

 

 

146

 

 

1,576

 

Loans with floating or adjustable interest rates

 

 

197,079

 

 

200,995

 

 

48,529

 

 

446,603

 

 

 



 



 



 



 

 

 

$

197,079

 

$

202,425

 

$

48,675

 

$

448,179

 

 

 



 



 



 



 

Nonperforming Assets

The Company’s policy is to place loans on non-accrual status when, for any reason, principal or interest is past due for ninety days or more unless they are both well secured and in the process of collection. Any interest accrued, but unpaid, is reversed against current income. Interest received on non-accrual loans is credited to income only upon receipt and in certain circumstances may be applied to principal until the loan has been repaid in full, at which time the interest received is credited to income. When appropriate or necessary to protect the Company’s interests, real estate taken as collateral on a loan may be taken by the Company through foreclosure or a deed in lieu of foreclosure. Real property acquired in this manner is known as other real estate owned, or OREO. OREO would be carried on the books as an asset, at the lesser of the recorded investment

25


or the fair value less estimated costs to sell. OREO represents an additional category of “nonperforming assets.” For the period commencing January 1, 1998 through September 30, 2007, the Company has not had any OREO.

The following table provides information with respect to the components of the nonperforming assets at the dates indicated.

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 


 


 

 

 

(Dollars in thousands)

 

Non-accrual loans

 

$

 

$

 

Other real estate owned

 

 

 

 

 

Restructured Loans

 

 

 

 

 

 

 



 



 

Total nonperforming assets

 

$

 

$

 

 

 



 



 

 

 

 

 

 

 

 

 

Nonperforming assets as a percent of total loans

 

 

0.00

%

 

0.00

%

Nonperforming assets as a percent of total assets

 

 

0.00

%

 

0.00

%

As of September 30, 2007, there were no loans on non-accrual status. There was one loan totaling $2,110,000 that has a higher than normal risk of loss and has been classified as substandard. The substandard loan that is still performing is a $2,110,000 multifamily loan located in the Bank’s primary market area. In addition, approximately $1,847,000 in three commercial real estate loans and one $738,000 multi-family loan has been placed on the internal “watch list” for special mention and loss potential and are being closely monitored.

The following table provides information with respect to delinquent but still accruing loans at the dates indicated.

 

 

 

 

 

 

 

 

 

 

September 30,
2007

 

December 31,
2006

 

 

 


 


 

 

 

(Dollars in thousands)

 

Loans delinquent 60-89 days and accruing

 

$

1,760

 

$

1,936

 

Loans delinquent 90 days or more and accruing

 

 

 

 

 

 

 



 



 

Total performing delinquent loans

 

$

1,760

 

$

1,936

 

 

 



 



 

Allowance and Provisions for Loan Losses

The Bank maintains an allowance for loan losses to provide for potential losses in the loan portfolio. Additions to the allowance are made by charges to operating expenses in the form of a provision for loan losses. All loans that are judged to be uncollectible are charged against the allowance while any recoveries are credited to the allowance. Management has instituted loan policies, designed primarily for internal use, to adequately evaluate and assess the analysis of risk factors associated with its loan portfolio and to enable management to assess such risk factors prior to granting new loans and to assess the sufficiency of the allowance. Management conducts a critical evaluation of the loan portfolio quarterly. This evaluation includes an assessment of the following factors: the results of the internal loan review, any external loan review and any regulatory examination, loan loss experience, estimated potential loss exposure on each credit, concentrations of credit, value of collateral, and any known impairment in the borrower’s ability to repay and present economic conditions.

Each month the Bank also reviews the allowance and makes additional transfers to the allowance as needed. For the three month period ended September 30, 2007, the provision for loan losses was $116,000 as compared to a recovery in the provision of $(69,000) for the same period in 2006. This represents an increase of $185,000, or 269.2% from 2006 to 2007. For the nine month period ended September 30, 2007, the provision for loan losses was $40,000 as compared to a provision of $401,000 for the same period in 2006. This represents a decrease of $361,000 from 2006 to 2007. The decrease in the provision was necessitated by a continued strong asset quality as calculated through our internal loan grading system. Charge-offs of loans totaled $1,000 and $0 for the three and nine months ended September 30, 2007 and 2006, respectively, and there were there no recoveries on previously charged-off loans for the three and nine months ended September 30, 2007 and 2006.

As of September 30, 2007 and December 31, 2006, the allowance for loan losses was 1.05% and 1.10% of loans outstanding, respectively. There were no nonperforming loans as of September 30, 2007, and the ratio of the allowance for loan losses to nonperforming loans was 0% at September 30, 2007 and December 31, 2006. Although the Company deems these levels adequate, no assurance can be given that further economic difficulties or other circumstances which would adversely affect the borrowers and their ability to repay outstanding loans will not occur. These losses would be reflected in increased losses in the loan portfolio, which losses could possibly exceed the amount then reserved for loan losses.

26


The following table summarizes the loan loss experience, transactions in the allowance for loan losses and certain pertinent ratios for the periods indicated:

 

 

 

 

 

 

 

 

 

 

For the nine
months ended
September 30, 2007

 

For the twelve
months ended
December 31, 2006

 

 

 


 


 

 

 

(Dollars In Thousands)

 

Net Loans Outstanding, Period End

 

$

444,896

 

$

421,335

 

Average amount of loans outstanding

 

 

433,900

 

 

415,368

 

Period end non-performing loans outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans Loss Reserve Balance, Beginning of Period

 

$

4,671

 

$

4,232

 

Charge-offs

 

 

(1

)

 

 

Recoveries

 

 

 

 

 

Additions/(Reductions) charged to operations

 

 

41

 

 

439

 

 

 



 



 

Allowance for Loan and Lease Loss, End of Period

 

$

4,711

 

$

4,671

 

 

 



 



 

Ratio of Net Charge-offs/(Recoveries) During the Period to Average Loans Outstanding During the Period

 

 

0.00

%

 

0.00

%

 

 



 



 

Ratio of Allowance for Loan Losses to Loans at Period End

 

 

1.05

%

 

1.10

%

 

 



 



 

Investments

In order to maintain a reserve of readily saleable assets to meet its liquidity and loan requirements, the Company purchases mortgage-backed securities and other investments. Sales of “Federal Funds,” short-term loans to other banks, are regularly utilized. Placement of funds in certificates of deposit with other financial institutions may be made as alternative investments pending utilization of funds for loans or other purposes. Securities may be pledged to meet security requirements imposed as a condition to secure Federal Home Loan Bank advances, the receipt of public fund deposits and for other purposes. As of September 30, 2007 and December 31, 2006, the carrying values of securities pledged were $54,177,000 and $48,339,000, respectively, representing the entire investment securities portfolio. Not all of the securities pledged as collateral were required to securitize existing borrowings. The Company’s policy is to stagger the maturities and to utilize the cash flow of the investments to meet overall liquidity requirements.

As of September 30, 2007, the investment portfolio consisted of agency mortgage-backed securities, U.S. agency securities, municipal securities and agency collateralized mortgage obligations. As of December 31, 2006, the investment portfolio consisted of agency mortgage-backed securities, U.S. agency securities and agency collateralized mortgage obligations. The Company also owned $5,565,000 and $5,892,000 in Federal Home Loan Bank stock and $50,000 of Pacific Coast Banker’s Bank stock as of September 30, 2007 and December 31, 2006, respectively. Interest-bearing time deposits in other financial institutions amounted to $619,000 and $987,000 as of September 30, 2007 and December 31, 2006, respectively.

At September 30, 2007, $15,630,000 of the securities were classified as held-to-maturity and $38,547,000 of the securities were classified as available-for-sale. At December 31, 2006, $21,823,000, of the securities were classified as held-to-maturity and $26,516,000 of the securities were classified as available-for-sale. The Federal Home Loan Bank stock and the Pacific Coast Banker’s Bank stock are not classified since they have no stated maturities. Available-for-sale securities are bonds, notes, debentures, and certain equity securities that are not classified as trading securities or as held-to-maturity securities. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of capital until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific identification method. Premiums and discounts are recognized in interest income using the interest method over the period to maturity. Held-to-maturity securities consist of bonds, notes and debentures for which the Company has the positive intent and the ability to hold to maturity and are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity.

The following tables summarize the amounts and distribution of the investment securities, held as of the dates indicated, and the weighted average yields:

27



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30, 2007

    

 

 


 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Fair
Value

 

 

 


 


 


 


 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

14,102

 

$

53

 

$

(143

)

 

14,012

 

U.S. Agency Securities

 

 

7,495

 

 

56

 

 

 

 

7,551

 

Muni Securities

 

 

4,805

 

 

55

 

 

 

 

4,860

 

Collateralized Mortgage Obligation

 

 

12,058

 

 

66

 

 

 

 

12,124

 

 

 



 



 



 



 

Total Available-for-sale

 

$

38,460

 

$

230

 

$

(143

)

$

38,547

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

15,630

 

$

 

$

(231

)

$

15,399

 

 

 



 



 



 



 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2006

    

 

 


 

 

 

Amortized
Cost

 

Gross
Unrealized
Gains

 

Gross
Unrealized
Losses

 

Estimated
Fair
Value

 

 

 


 


 


 


 

 

 

 

 

 

(Dollars in Thousands)

 

 

 

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

13,202

 

$

27

 

$

(239

)

$

12,990

 

U.S. Agency Securities

 

 

5,858

 

 

6

 

 

 

 

5,864

 

Collateralized Mortgage Obligation

 

 

7,660

 

 

10

 

 

(8

)

 

7,662

 

 

 



 



 



 



 

Total Available-for-sale

 

$

26,720

 

$

43

 

$

(247

)

$

26,516

 

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

21,823

 

$

 

$

(389

)

$

21,434

 

 

 



 



 



 



 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of September 30,
2007

 

As of December 31,
2006

 

 

 


 


 

 

 

 

Balance

 

Yield

 

Balance

 

Yield

 

 

 


 


 


 


 

 

 

(Dollars in Thousands)

 

(Dollars in Thousands)

 

Available-for-sale

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

14,012

 

 

4.90

%

$

12,990

 

 

4.01

%

U.S. Agency Securities

 

 

7,551

 

 

5.39

%

 

5,864

 

 

5.20

%

Muni Securities

 

 

4,860

 

 

3.96

%

 

 

 

 

Collateralized Mortgage Obligation

 

 

12,124

 

 

5.58

%

 

7,662

 

 

5.66

%

 

 



 



 



 



 

 

 

$

38,547

 

 

5.09

%

$

26,516

 

 

3.72

%

 

 



 



 



 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-to-maturity

 

 

 

 

 

 

 

 

 

 

 

 

 

Mortgage backed securities

 

$

15,630

 

 

4.28

%

$

21,823

 

 

4.37

%

 

 



 



 



 



 

Deposits

Deposits are the Bank’s primary source of funding. The deposits are obtained primarily from the retail branch network in Marin County. The Company obtained wholesale deposits through one of two deposit brokers and through non-brokered wholesale sources. These deposits, some of which were certificates of deposit of $100,000 or more, were obtained for generally longer terms than can be acquired through retail sources as a means to control interest rate risk or were acquired to fund short term differences between loan and deposit growth rates. However, based on the amount of wholesale funds maturing in each month, the Company may not be able to replace all wholesale deposits with retail deposits upon maturity. To the extent that the Company needs to renew maturing wholesale deposits at then current interest rates, the Company incurs the risk of paying higher interest rates for these potentially volatile sources of funds.

28


In 2004, the Bank established a relationship with Reserve Funds, an institutional money manager that offers a money market savings based sweep product to community banks. Under this program, end investors use the Reserve Funds as a conduit to invest money market savings deposits in a consortium of community banks. The end investors receive a rate of interest that is generally higher than alternative money market funds, the community banks receive large money market savings balances, and the Reserve Funds receives a fee by acting as the conduit. The Bank began accepting deposits from this program in November 2004. As of September 30, 2007 Reserve Fund deposits were $15,843,000 as compared to deposit balance of $15,400,000 as of December 31, 2006. The Bank pays an interest rate equivalent to the Federal Funds rate plus 40 basis points. As of September 30, 2007 the rate was 5.45% as compared to a rate of 5.64% as of December 31, 2006.

On August 2, 2007, the Bank renewed a $15.0 million time deposit from the State of California through the State Treasurer. The time deposit bears interest at the rate of 5.00% and matures on November 1, 2007. On September 4, 2007 the Bank renewed a $5.0 million time deposit from the State of California through the State Treasurer. The time deposit bears interest at the rate of 4.62% and matures on February 27, 2008. Assets pledged as collateral to the State consists of $23.9 million of the investment portfolio as of September 30, 2007.

In an effort to expand the Company’s market share, the Company is continuing a business plan to develop the retail presence in Marin County through an expanding network of full service branches. The Company operated three branches during the first quarter of 2004, opened two new branches in the second quarter of 2004, one new branch in third quarter 2005, and one new branch in third quarter 2006.

The following table summarizes the distribution of deposits and the period ending rates paid for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 


 


 

 

 

Balance

 

Deposit
Mix

 

Weighted
Average
Rate

 

Balance

 

Deposit
Mix

 

Weighted
Average
Rate

 

 

 


 


 


 


 


 


 

 

 

(Dollars in Thousands)

 

 

Noninterest-bearing deposits

 

$

23,762

 

 

6.4

%

 

0.00

%

$

18,135

 

 

4.9

%

 

0.00

%

Interest-bearing checking deposits

 

 

6,838

 

 

1.9

%

 

0.57

%

 

8,433

 

 

2.3

%

 

0.61

%

Money Market and savings deposits

 

 

154,046

 

 

41.7

%

 

3.73

%

 

150,012

 

 

40.6

%

 

4.48

%

Certificates of deposit over $100,000

 

 

114,532

 

 

31.0

%

 

5.02

%

 

129,011

 

 

34.9

%

 

5.14

%

Certificates of deposit less $100,000

 

 

70,426

 

 

19.1

%

 

4.88

%

 

64,214

 

 

17.4

%

 

4.97

%

 

 



 



 



 



 



 



 

Total deposits

 

$

369,604

 

 

100.0

%

 

4.05

%

$

369,805

 

 

100.0

%

 

4.49

%

 

 



 



 



 



 



 



 

The following table summarizes the distribution and original source of certificates of deposit for the periods indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 


 


 

 

 

Balance

 

Deposit
Mix

 

Weighted
Average
Rate

 

Balance

 

Deposit
Mix

 

Weighted
Average
Rate

 

 

 


 


 


 


 


 


 

 

 

(Dollars in Thousands)

 

 

Retail certificates of deposit

 

$

117,911

 

 

63.8

%

 

4.95

%

$

151,692

 

 

78.5

%

 

5.11

%

Brokered certificates of deposit

 

 

20,554

 

 

11.1

%

 

4.97

%

 

13,124

 

 

6.8

%

 

4.72

%

Non-brokered wholesale certificates of deposit

 

 

46,493

 

 

25.1

%

 

4.99

%

 

28,409

 

 

14.7

%

 

5.10

%

 

 



 



 



 



 



 



 

Total deposits

 

$

184,958

 

 

100.0

%

 

4.96

%

$

193,225

 

 

100.0

%

 

5.08

%

 

 



 



 



 



 



 



 

29


The following schedule shows the maturity of the time deposits as of September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$100,000 or more

 

Less than $100,000

 

 

 


 


 

 

 

Amount

 

Weighted
Average
Rate

 

Amount

 

Weighted
Average
Rate

 

 

 


 


 


 


 

 

 

(Dollars in thousands)

 

Three months or less

 

$

51,168

 

 

5.08

%

$

20,881

 

 

4.90

%

Over 3 through 6 months

 

 

28,424

 

 

4.95

%

 

15,487

 

 

4.87

%

Over 6 through 12 months

 

 

32,428

 

 

4.97

%

 

24,509

 

 

4.89

%

Over 12 months through 2 years

 

 

936

 

 

4.79

%

 

3,455

 

 

4.86

%

Over 2 through 3 years

 

 

731

 

 

4.71

%

 

2,118

 

 

4.78

%

Over 3 through 4 years

 

 

697

 

 

5.50

%

 

2,674

 

 

4.79

%

Over 4 through 5 years

 

 

148

 

 

5.21

%

 

1,302

 

 

4.76

%

 

 



 



 



 



 

Total

 

$

114,532

 

 

5.01

%

$

70,426

 

 

4.88

%

 

 



 



 



 



 

Borrowed Funds

In response to the current market’s strong competition for deposit accounts, the Company has supplemented its funding base by increasing FHLB borrowings. The borrowings obtained in 2007 have generally been at lower rates than alternative retail certificate of deposits. The average term of FHLB borrowings has also been extended as a means to control interest rate risk.

The Company has secured advances from the Federal Home Loan Bank at September 30, 2007 and December 31, 2006 amounting to $113.4 million and $86.3 million, respectively, a 31.5% increase. The increase in FHLB borrowings was primarily due to funding the temporary differences of funds generated from retail deposits versus the rate of growth of the loan portfolio. As of September 30, 2007, unused borrowing capacity at the FHLB was $101.3 million. Assets pledged as collateral to the FHLB consisted of $190.3 million of the loan portfolio and $24.4 million of the investment securities portfolio as of September 30, 2007. Assets pledged as collateral to the FHLB consisted of $188.3 million of the loan portfolio and $25.0 million of the investment securities portfolio as of December 31, 2006. The advances have been outstanding at varying levels during the three months ended September 30, 2007. Total interest expense on FHLB borrowings for the three and nine month period ended September 30, 2007 was $1,216,000 and $3,073,000, respectively, representing a $200,000 and $288,000 increase from the same period prior year.

The Company will utilize FHLB borrowings to accommodate temporary differences in the rate of growth of the loan and deposit portfolios and to minimize interest rate risk. Over time the Company expects that funds provided by retail deposits obtained through the increasing branch network will be utilized to decrease FHLB borrowings during periods when the growth in deposits exceeds the growth in loans.

Included in the FHLB borrowings of $113.4 million, as of September 30, 2007, the Company has borrowings outstanding of $62.1 million with FHLB for Advances for Community Enterprise (“ACE”) program. ACE provides funds for projects and activities that result in the creation or retention of jobs or provides services or other benefits for low-and moderate-income people and communities. ACE funds may be used to support community lending and economic development, including small business, community facilities, and public works projects. An advantage to using this program is that interest rates and fees are generally lower than rates and fees on regular FHLB advances. The maximum amount of advances that a bank may borrow under the ACE program depends on a bank’s total assets as of the previous year end. For the Bank, the maximum amount of advances that can be borrowed for the 2007 year is 5% of total assets as of previous year end.

30


The following tables sets forth certain information regarding the FHLB advances at or for the dates indicated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2007

 

At December 31, 2006

 

 

 


 


 

 

 

Amount

 

Weighted
Average
Rate

 

Amount

 

Weighted
Average
Rate

 

 

 


 


 


 


 

 

 

(Dollars in Thousands)

 

Three months or less

 

$

27,326

 

 

4.69

%

$

14,000

 

 

3.66

%

Over 3 through 6 months

 

 

4,000

 

 

3.52

%

 

9,000

 

 

3.12

%

Over 6 through 12 months

 

 

8,000

 

 

3.75

%

 

19,256

 

 

3.35

%

Over 12 months through 2 years

 

 

19,000

 

 

4.70

%

 

16,000

 

 

3.81

%

Over 2 through 3 years

 

 

32,090

 

 

4.84

%

 

10,000

 

 

4.85

%

Over 3 through 4 years

 

 

20,000

 

 

4.77

%

 

17,995

 

 

4.84

%

Over 4 through 5 years

 

 

2,995

 

 

4.82

%

 

 

 

 

 

 



 



 



 



 

Total

 

$

113,411

 

 

4.64

%

$

86,251

 

 

3.95

%

 

 



 



 



 



 


 

 

 

 

 

 

 

 

 

 

At or for the nine months
ended September 30, 2007

 

At or for the twelve months
ended December 31, 2006

 

 

 


 


 

 

 

(Dollars in Thousands)

 

FHLB advances:

 

 

 

 

 

 

 

Average balance outstanding

 

$

94,183

 

$

101,051

 

Maximum amount outstanding at any month-end during the period

 

 

113,411

 

 

126,088

 

Balance outstanding at end of period

 

 

113,411

 

 

86,251

 

Average interest rate during the period

 

 

4.36

%

 

3.60

%

Average interest rate at end of period

 

 

4.64

%

 

3.95

%

During 2002, the Bank issued a 30-year, $10,310,000 variable rate junior subordinated debenture. The security matures on June 30, 2032 but is callable on September 30, 2007. The interest rate on the debenture was paid quarterly at the three-month LIBOR plus 3.65%. As of September 30, 2007, the interest rate was 9.01% and the debenture was subordinated to the claims of depositors and other creditors of the Bank. On September 30, 2007, the Bank accrued for the payoff of the $10 million of the debentures.

During the second quarter of 2006, the Bank issued a 30-year, $3,093,000 variable rate junior subordinated debenture. The security matures on September 1, 2036 but is callable on September 1, 2011. The interest rate on the debenture is paid quarterly at the three-month LIBOR plus 175 basis points. As of September 30, 2007, the interest rate was 7.11%. The debenture is subordinated to the claims of depositors and other creditors of the Bank.

During the third quarter of 2007, the Bank issued a 30-year, $10,310,000 variable rate junior subordinated debentures. The security matures on December 1, 2037 but is callable on December 1, 2012. The interest rate on the debenture is paid quarterly at the three-month LIBOR plus 144 basis points. As of September 30, 2007, the interest rate was 6.80%. The debenture is subordinated to the claims of depositors and other creditors of the Bank. The proceeds were used to pay off the debenture issued in 2007.

Total interest expense attributable to the junior subordinated debentures during the three and nine months of 2007 was $302,000 and $887,000, respectively, as compared to $302,000 and $749,000, respectively, for the same period prior year.

Capital Resources

Stockholders’ equity was $33,287,000 during the nine months ended September 30, 2007 as compared to $30,881,000 as of December 31, 2006. The increase was attributable to net income of $3,070,000, stock options exercised of $218,000, amortization of deferred compensation – incentive stock options of $249,00, excess tax benefits from share-based compensation of $17,000 and unrealized security holding gain of $175,000 partially offset by $360,000 in dividends declared during the period and $963,000 in redemption and retirement of stock.

Under regulatory capital adequacy guidelines, capital adequacy is measured as a percentage of risk-adjusted assets in which risk percentages are applied to assets on the balance sheet as well as off-balance sheet such as unused loan commitments. The guidelines require that a portion of total capital be core, or Tier 1 capital consisting of common stockholders’ equity and perpetual preferred stock, less goodwill and certain other deductions. Tier 2 capital consist of other elements, primarily non-

31


perpetual preferred stock, subordinated debt and mandatory convertible debt, plus the allowance for loan losses, subject to certain limitations. The guidelines also evaluate the leverage ratio, which is Tier 1 capital divided by average assets.

As of September 30, 2007 and December 31, 2006, the Bank’s capital exceeded all minimum regulatory requirements and were considered to be “well capitalized” as defined in the regulations issued by the FDIC. The Bank’s capital ratios have been computed in accordance with regulatory accounting guidelines.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual Capital

 

For Capital
Adequacy Purposes

 

To Be Well
Capitalized Under
Prompt Corrective
Action Provisions

 

 

 


 


 


 

 

 

Amount

 

Ratio

 

Amount

 

Ratio

 

Amount

 

Ratio

 

 

 


 


 


 


 


 


 

 

 

(Dollars In Thousands)

 

As of September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets

 

$

49,979

 

 

10.7

%

$

37,402

 

 

8.0

%

$

46,753

 

 

10.0

%

Tier 1 capital to risk-weighted assets

 

 

45,268

 

 

9.7

%

 

18,706

 

 

4.0

%

 

28,059

 

 

6.0

%

Tier 1 capital to average assets

 

 

45,268

 

 

8.6

%

 

21,129

 

 

4.0

%

 

26,411

 

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2006:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital to risk-weighted assets

 

$

47,676

 

 

10.8

%

$

35,316

 

 

8.0

%

$

44,144

 

 

10.0

%

Tier 1 capital to risk-weighted assets

 

 

43,004

 

 

9.7

%

 

17,734

 

 

4.0

%

 

26,600

 

 

6.0

%

Tier 1 capital to average assets

 

 

43,004

 

 

8.6

%

 

19,955

 

 

4.0

%

 

24,944

 

 

5.0

%

Liquidity and Liability Management

Liquidity management for banks requires that funds always be available to pay anticipated deposit withdrawals and maturing financial obligations such as certificates of deposit promptly and fully in accordance with their terms and to fund new loans. The major source of the funds required is generally provided by payments and maturities of loans, sale of loans, liquidation of assets, deposit inflows, investment security maturities and paydowns, Federal funds lines, FHLB advances, other borrowings and the acquisition of additional deposit liabilities. One method that banks utilize for acquiring additional liquidity is through the acceptance of “brokered deposits” (defined to include not only deposits received through deposit brokers, but also deposits bearing interest in excess of 75 basis points over market rates), typically attracting large certificates of deposit at high interest rates. The Bank’s primary use of funds are for origination of loans, the purchase of investment securities, maturing CD’s, demand and saving deposit withdrawals, repayment of borrowings and dividends to common shareholders.

To meet liquidity needs, the Company maintains a portion of the funds in cash deposits in other banks, Federal funds sold, and investment securities. As of September 30, 2007, liquid assets were comprised of $7,121,000 in Federal funds sold, $619,000 in interest-bearing deposits in other financial institutions, $5,730,000 in cash and due from banks, and $38,547,000 in available-for-sale securities. These liquid assets equaled 9.6% of total assets at September 30, 2007. As of December 31, 2006, liquid assets were comprised of $8,526,000 in Federal funds sold, $987,000 in interest-bearing deposits in other financial institutions, $3,750,000 in cash and due from banks, and $26,516,000 in available-for-sale securities. The liquid assets equaled 7.9% of total assets at December 31, 2006.

In addition to liquid assets, liquidity can be enhanced, if necessary, through short or long term borrowings. The Bank anticipates that the Federal fund lines and FHLB advances will continue to be important sources of funding in the future, and management expects there to be adequate collateral for such funding requirements. A decline in the Bank’s credit rating would adversely affect the Bank’s ability to borrow and/or the related borrowing costs, thus impacting the Bank’s liquidity. As of September 30, 2007, the Bank had lines of credit totaling $121.3 million available. These lines of credit consist of $20.0 million in unsecured lines of credit with two correspondent banks, and approximately $101.3 million in a line of credit through pledged loans and securities with the FHLB San Francisco. In addition, there is a line of credit with the Federal Reserve Bank of San Francisco, although currently no loans or securities have been pledged.

For non-banking functions, the Company is dependent upon the payment of cash dividends from the Bank to service its commitments. The FDIC and the California Department of Financial Institution (“DFI”) have authority to prohibit the Bank from engaging in activities that, in their opinion, constitute unsafe or unsound practices in conducting its business. It is possible, depending upon the financial condition of the bank and other factors, that the FDIC and the DFI could assert that the payment of dividends or other payments might, under some circumstances, be an unsafe or unsound practice. Furthermore, the FDIC has established guidelines with respect to the maintenance of appropriate levels of capital by banks

32


under its jurisdiction. The Company expects cash dividends paid by the Bank to the Company to be sufficient to meet payment schedules.

Net cash provided by operating activities totaled $13.7 million for the first nine months of 2007 as compared to $1.7 million for the same period in 2006. The increase was primarily the result of an increase in net income and accrued interest payable and other liabilities partially offset by a decrease in the provision for loan losses.

Net cash used by investing activities totaled $39.0 million for the first nine months of 2007 as compared $39.6 million used by investing activities for the same period in 2006. The increase was primarily the result of a decrease in the rate of growth of loan portfolio in the first nine months of 2007 partially offset by the purchase of bank owned life insurance in the first nine months of 2007.

Funds used by financing activities totaled $25.9 million for the first nine months of 2007 as compared to funds provided by financing activities of $16.2 million for the same period in 2006. The increase in net cash provided by financing activities was primarily the result of a decrease in deposits and stock repurchases in the first nine months of 2007, partially offset by an increase in FHLB borrowings.

The careful planning of asset and liability maturities and the matching of interest rates to correspond with this maturity matching is an integral part of the active management of an institution’s net yield. To the extent maturities of assets and liabilities do not match in a changing interest rate environment, net yields may be affected. Even with perfectly matched re-pricing of assets and liabilities, risks remain in the form of prepayment of assets, timing lags in adjusting certain assets and liabilities that have varying sensitivities to market interest rates and basis risk. In an overall attempt to match assets and liabilities, the Company takes into account rates and maturities to be offered in connection with the certificates of deposit and variable rate loans. Because of the ratio of rate sensitive assets to rate sensitive liabilities, the Company has been negatively affected by the increasing interest rates. Conversely, the Company would be positively affected in a decreasing rate environment.

The Company has generally been able to control the exposure to changing interest rates by maintaining a large percentage of adjustable interest rate loans and the majority of the time certificates in relatively short maturities. The majority of the loans have periodic and lifetime interest rate caps and floors. The Company has also controlled the interest rate risk exposure by locking in longer term fixed rate liabilities, including FHLB borrowings, brokered certificates of deposit, and non-brokered wholesale certificates of deposit.

Since interest rate changes do not affect all categories of assets and liabilities equally or simultaneously, a cumulative gap analysis alone cannot be used to evaluate the interest rate sensitivity position. To supplement traditional gap analysis, the Company can perform simulation modeling to estimate the potential effects of changing interest rates. The process allows the Company to explore the complex relationships within the gap over time and various interest rate environments.

33


The following table shows the Bank’s cumulative gap analysis as of September 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30, 2007

 

 

 


 

 

 

Within
Three
Months

 

Three to
Twelve
Months

 

One to
Five Years

 

Over
Five Years

 

Total

 

 

 


 


 


 


 


 

 

 

(Dollars in Thousands)

 

Interest Earning Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities

 

$

6,088

 

$

12,389

 

$

25,644

 

$

10,056

 

$

54,177

 

Federal Funds

 

 

7,121

 

 

 

 

 

 

 

 

7,121

 

Interest-bearing deposits in other financial institutions

 

 

 

 

96

 

 

523

 

 

 

 

619

 

Loans

 

 

146,604

 

 

106,401

 

 

168,465

 

 

28,136

 

 

449,606

 

 

 



 



 



 



 



 

Total

 

$

159,813

 

$

118,886

 

$

194,632

 

$

38,192

 

$

511,523

 

 

 



 



 



 



 



 

 

 

 

Interest-Bearing Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing checking

 

$

6,838

 

$

 

$

 

$

 

$

6,838

 

Money market and savings

 

 

154,045

 

 

 

 

 

 

 

 

154,045

 

Time deposits

 

 

72,049

 

 

100,848

 

 

12,061

 

 

 

 

184,958

 

FHLB advances

 

 

27,326

 

 

12,000

 

 

74,085

 

 

 

 

113,411

 

Junior Subordinated Debentures

 

 

13,403

 

 

 

 

 

 

 

 

13,403

 

 

 



 



 



 



 



 

Total

 

$

273,661

 

$

112,848

 

$

86,146

 

$

 

$

472,655

 

 

 



 



 



 



 



 

Interest rate sensitivity gap

 

 

(113,848

)

 

6,038

 

 

108,486

 

 

38,192

 

 

38,868

 

 

 



 



 



 



 



 

Cummulative interest rate sensitivity gap

 

$

(113,848

)

$

(107,810

)

$

676

 

$

38,868

 

$

38,868

 

 

 



 



 



 



 



 

 

 

 

Cummulative interest rate sensitivity gap as a percentage of interest-earning assets

 

 

-22.3

%

 

-21.1

%

 

0.1

%

 

7.6

%

 

7.6

%

 

 



 



 



 



 



 

The target cumulative one-year gap ratio is -15% to 15%. The policy limit for net earnings at risk for a +/- 200 basis points change in rates is –25%, indicating a worst case 25% decrease in earnings given a 200 basis point change in interest rates. The policy limit for a +/- 200 basis points change in rates is –15%, indicating a 15% decrease in net interest income. Management will strive to maintain rate sensitive assets on its books.

Management will also evaluate the uses of FHLB products including longer-term bullet advances, amortizing advances, and interest rate swaps as tools to control interest rate risk. If one of the interest rate risk measures exceeds the policy limits management will adjust product offerings and will reposition assets and liabilities to bring the interest rate risk measure back within policy limits within a reasonable timeframe. The current one year gap ratio is -21.1%. A negative gap indicates that in an increasing interest rate environment, it is expected that net interest margin would decrease, and in a decreasing interest rate environment, net interest margin would increase.

The Company believes that there are some inherent weaknesses in utilizing the cumulative gap analysis as a means of monitoring and controlling interest rate risk. Specifically, the cumulative gap analysis does not address loans at their floor rates that cannot reset as rates change and does not incorporate varying prepayment speeds as interest rates change. The Company, therefore, relies more heavily on the dynamic simulation model to monitor and control interest rate risk.

Interest Rate Sensitivity

The Company uses a dynamic simulation model to forecast the anticipated impact of changes in market interest rates on its net interest income and economic value of equity. The model is used to assist management in evaluating, and in determining and adjusting strategies designed to reduce, its exposure to these market risks, which may include, for example, changing the mix of earning assets or interest-bearing deposits. The current net interest earnings at risk given a +/– 200 basis point rate shock is -11.48% and the current estimated change in the economic value of equity given a +/– 200 basis point rate shock is -12.51%.

 

 

 

 

 

 

 

Simulated Rate Changes

 

Estimated Net
Interest
Income
Sensitivity

 

Estimated
Change in
Economic
Value of
Equity

 


 


 


 

 

 

 

 

 

 

 

 

+ 200 basis points

 

 

-11.48

%

 

-12.51

%

- 200 basis points

 

 

9.60

%

 

19.84

%

34


As illustrated in the above table, the Company is currently liability sensitive. The implication of this is that the Company’s earnings will increase in a falling rate environment, as there are more rate-sensitive liabilities subject to reprice downward than rate-sensitive assets; conversely, earnings would decrease in a rising rate environment. Therefore, an increase in market rates could adversely affect net interest income. In contrast, a decrease in market rates may improve net interest income.

Management believes that all of the assumptions used in the analysis to evaluate the vulnerability of its projected net interest income and economic value of equity to changes in interest rates approximate actual experiences and considers them to be reasonable. However, the interest rate sensitivity of the Bank’s assets and liabilities and the estimated effects of changes in interest rates on the Banks projected net interest income and economic value of equity may vary substantially if different assumptions were used or if actual experience differs from the projections on which they are based.

The Asset Liability Committee meets quarterly to monitor the investments, liquidity needs and oversee the asset-liability management. In between meetings of the Committee, management oversees the liquidity management.

Return on Equity and Assets

The following table sets forth key ratios for the periods ending September 30, 2007 and December 31, 2006:

 

 

 

 

 

 

 

 

 

 

For The Nine Months
Ended September 30,
2007

 

For The Twelve
Months Ended
December 31,
2006

 

 

 


 


 

 

 

 

 

 

 

 

 

Annualized net income as a percentage of average assets

 

 

0.60

%

 

0.81

%

Annualized net income as a percentage of average equity

 

 

12.55

%

 

13.81

%

Average equity as a percentage of average assets

 

 

6.35

%

 

5.85

%

Dividends declared per share as a percentage of diluted net income per share

 

 

5.84

%

 

3.77

%

In 2007, the Company grew its earning asset base and produced additional fee income through investment advisory services fee income. Also, in 2007, the Company increased the dividends declared from $.0374 for 2006 as compared to $.045 declared in August 2007 and $.05 dividend declared in October 2007.

Inflation

The impact of inflation on a financial institution can differ significantly from that exerted on other companies. Banks, as financial intermediaries, have many assets and liabilities that may move in concert with inflation both as to interest rates and value. However, financial institutions are affected by inflation’s impact on non-interest expenses, such as salaries and occupancy expenses.

Because of the Bank’s ratio of rate sensitive assets to rate sensitive liabilities, the Bank tends to benefit slightly in the short-term from a decreasing interest rate market and, conversely, suffer in an increasing interest rate market. As such, the management of the Federal Funds rate by the Federal Reserve has an impact on the Company’s earnings. The changes in interest rates may have a corresponding impact on the ability of borrowers to repay loans with the Bank.

Current Accounting Pronouncements

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140.” SFAS No. 155 simplifies accounting for certain hybrid instruments currently governed by SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” by allowing fair value remeasurement of hybrid instruments that contain an embedded derivative that otherwise would require bifurcation. SFAS No. 155 also eliminates the guidance in SFAS No. 133 Implementation Issue No. D1, “Application of Statement 133 to Beneficial Interests in Securitized Financial Assets,” which provides such beneficial interests are not subject to SFAS No. 133. SFAS No. 155 amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities – a Replacement of FASB Statement No. 125,” by eliminating the restriction on passive derivative instruments that qualify special-purpose entity may hold. This statement was effective for financial instruments

35


acquired or issued after the beginning of the fiscal year 2007 and was adopted January 1, 2007. The adoption of this statement did not have a material impact on the financial condition, results of operations or cash flows.

In March 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 156, “Accounting for Servicing of Financial Assets” (SFAS No. 156), which amends FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS No. 156 requires an entity to separately recognize servicing assets and servicing liabilities and to report these balances at fair value upon inception. Future methods of assessing values can be performed using either the amortization or fair value measurement techniques. SFAS No. 156 was adopted on January 1, 2007 and did not have a material impact on the financial condition, results of operations or cash flows.

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109. FIN 48 prescribes a comprehensive model for recognizing, measuring, presenting and disclosing in the financial statements tax positions taken or expected to be taken on a tax return, including a decision whether to file or not to file in a particular jurisdiction. FIN 48 was adopted on January 1, 2007 and did not have a material impact on the Company’s financial condition.

In September 2006, the FASB issued FASB Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 is effective for the Company on January 1, 2008 and is not expected to have a significant impact on the Company’s financial statements.

In September 2006, the FASB issued FASB Statement of Financial Accounting Standards No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88 106, and 132 (R) (SFAS 158). SFAS 158 requires an employer to recognize the overfunded or underfunded status of defined benefit postretirement plans as an asset or a liability in its statement of financial position. The funded status is measured as the difference between plan assets at fair value and the benefit obligation (the projected benefit obligation for pension plans or the accumulated benefit obligation for other postretirement benefit plans). An employer is also required to measure the funded status of a plan as of the date of its year-end statement of financial position with changes in the funded status recognized through comprehensive income. SFAS 158 also requires certain disclosures regarding the effects on net periodic benefit cost for the next fiscal year that arise from delayed recognition of gains or losses, prior service costs or credits, and the transition asset or obligation. The Company was required to recognize the funded status of its defined benefit postretirement benefit plans in its financial statements for the year ended December 31, 2006. The requirement to measure plan assets and benefit obligations as of the date of the year-end statement of financial position is effective for the Company’s financial statements beginning with the year ended after December 31, 2008. SFAS 158 is not expected to have a significant impact on the Company’s financial statements.

In September 2006, the SEC staff issued Staff Accounting Bulletin (SAB) No. 108, “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements.” SAB 108 provides guidance on quantifying and evaluating the materiality of unrecorded misstatements. It requires the use of both the “iron curtain” and “rollover” approaches in quantifying and evaluating the materiality of a misstatement. Under the iron curtain approach the error is quantified as the cumulative amount by which the current year balance sheet is misstated. The rollover approach quantifies the error as the amount by which the current year income statement is misstated. If either approach results in a material misstatement, financial statement adjustments are required. SAB 108 was effective for the year ended December 31, 2006. At adoption, there was no impact on the Company’s financial position or results of operations.

In February 2007, the FASB issued FASB Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115 (“FAS 159”). This standard permits entities to choose to measure many financial assets and liabilities and certain other items at fair value. An enterprise will report unrealized gains and losses on items for which the fair value option has been elected in earnings at each subsequent reporting date. The fair value option may be applied on an instrument-by-instrument basis, with several exceptions, such as those investments accounted for by the equity method, and once elected, the option is irrevocable unless a new election date occurs. The fair value option can be applied only to entire instruments and not to portions thereof. FAS 159 is effective as of the beginning of an entity’s fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of FASB Statement No. 157, Fair Value Measurements. Management is currently evaluating the effects of adopting FAS No. 159 on its consolidated financial statements.

36



 

 

I tem 3:

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. Although the Company manages other risks, for example, credit quality and liquidity risk in the normal course of business, management considers interest rate risk to be the principal market risk. Other types of market risks, such as foreign currency exchange rate risk, do not arise in the normal course of the Company’s business activities. The majority of the Company’s interest rate risk arises from instruments, positions and transactions entered into for purposes other than trading. They include loans, securities available-for-sale, deposit liabilities, short-term borrowings and long-term debt. Interest rate risk occurs when assets and liabilities reprice at different times as interest rates change.

The Company manages interest rate risk through its Asset Liability Committee (ALCO). The ALCO monitors exposure to interest rate risk on a quarterly basis using both a traditional gap analysis and simulation analysis. Traditional gap analysis identifies short and long-term interest rate positions or exposure. Simulation analysis uses an income simulation approach to measure the change in interest income and expense under rate shock conditions. The model considers the three major factors of (a) volume differences, (b) repricing differences and (c) timing in its income simulation. The model begins by disseminating data into appropriate repricing buckets based on internally supplied algorithms (or overridden by calibration). Next, each major asset and liability type is assigned a “multiplier” or beta to simulate how much that particular balance sheet category type will reprice when interest rates change. The model uses numerous asset and liability multipliers consisting of bank-specific or default multipliers. The remaining step is to simulate the timing effect of assets and liabilities by modeling a month-by-month simulation to estimate the change in interest income and expense over the next 12-month period. The results are then expressed as the change in pre-tax net interest income over a 12-month period for +1%, +2% and +3% shocks. See “Interest Rate Sensitivity”.

 

 

Item 4:

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures:

As of the end of the period covered by this report, management, including the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures with respect to the information generated for use in this Quarterly Report. Based upon, and as of the date of that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the disclosures controls and procedures were effective to provide reasonable assurances that information required to be disclosed in the reports the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

In designing and evaluating disclosure controls and procedures, the Company’s management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurances of achieving the desired control objectives and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Controls:

There have not been any significant changes in the Company’s internal controls or in other factors that could significantly affect disclosure or financial reporting controls subsequent to the date of their evaluation. The Company is not aware of any significant deficiencies or material weaknesses; therefore, no corrective actions were taken.

37


PART 2: OTHER INFORMATION

 

 

Item 1.

LEGAL PROCEEDINGS

The Company is not a defendant in any material pending legal proceedings and no such proceedings are known to be contemplated.

 

 

Item 1A.

RISK FACTORS

There are no material changes to the risk factors set forth in Part I, Item 1A in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

 

 

Item 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c) On September 9, 2007, the Company received approval from the Board of Directors a plan to repurchase, as conditions warrant, up to 5% of the Company’s common stock, to be made from time to time in the open market over the next twelve months.

The repurchase of any or all such shares authorized for repurchase will be dependent on management’s assessment of market conditions. The repurchase plan represents approximately 200,649 shares of the Company’s common stock outstanding as of July 28, 2007.

From September 11, 2007 through September 30, 2007, the Company purchased 75,000 shares at an average price of $12.78 per share for a total cost of $967,000. A schedule of purchases from September 9, 2007 through September 30, 2007 is shown below.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Total Number
of Shares
Purchased

 

Average
Price
Paid
Per Share

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plan

 

Maximum Number
of Shares that May
Yet Be Purchased
Under the Plan

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 9-30, 2007

 

 

75,000

 

$

12.78

 

 

75,000

 

 

125,649

 

The Company executed these transactions pursuant to the safe harbor provisions of the Securities and Exchange Commission’s Rule 10b-18. Repurchase transactions are subject to market conditions as well as applicable legal and other considerations.

 

 

Item 3.

DEFAULTS UPON SENIOR SECURITIES

None.

 

 

Item 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

 

 

Item 5.

OTHER INFORMATION

None.

38



 

 

Item 6.

EXHIBITS


 

 

a)

Exhibits

 

 

 

11.   Earnings per share (See Note 3 to the Consolidated Financial Statements of this report)

 

 

 

31.1 Certificate of Principal Executive Officer Pursuant to SEC Release 33-8238

 

 

 

31.2 Certificate of Principal Financial Officer Pursuant to SEC Release 33-8238

 

 

 

32.1 Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

 

 

 

32.2 Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

39


S IGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Company has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

 

EPIC BANCORP, INC.

 

A California Corporation

 

 

 

 

 

 

Date: November 14, 2007

BY:

/s/ Mark Garwood

 

 


 

Mark Garwood

 

Chief Executive Officer

 

Principal Executive Officer

 

 

 

 

 

 

Date: November 14, 2007

BY:

/s/ Michael E. Moulton

 

 


 

Michael E. Moulton

 

Chief Financial Officer

 

Principal Financial Officer

40


EXHIBIT INDEX

 

 

 

Exhibit No.

 

Description

 

 

 

11

 

Earnings per share (See Note 3 to Consolidated Financial Statements of this report)

 

 

 

31.1

 

Certificate of Principal Executive Officer Pursuant to SEC Release 33-8238

 

 

 

31.2

 

Certificate of Principal Financial Officer Pursuant to SEC Release 33-8238

 

 

 

32.1

 

Certificate of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

 

 

 

32.2

 

Certificate of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

41


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