SECURITIES AND EXCHANGE COMMISSION
|
| Item 1 | Business | 3 |
| Item 2 | Properties | 5 |
| Item 3 | Legal Proceedings | 5 |
| Item 4 | Submissions of Matters to a Vote of Shareholders | 5 |
| Item 10 | Directors and Executive Officers | |
| of the Registrant | 15 | |
| Item 11 | Executive Compensation | 15 |
| Item 12 | Security Ownership of Certain Beneficial | |
| Owners and Management | 15 | |
| Item 13 | Certain Relationships and Related Transactions | 15 |
| Item 14 | Exhibits, Financial Statements Schedules | |
| and Reports on Form 8-K | 16 | |
| Signatures | 17 | |
| Index to Exhibits | 18 | |
| 19 | ||
| Report | 20 | |
BWC Financial Corp. (“Corporation”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. It is a holding company for Bank of Walnut Creek, (“Bank”) which was incorporated under the laws of the State of California on November 26, 1979. Its principal office is located at 1400 Civic Drive, Walnut Creek, California 94596, and its telephone number is (925) 932-5353.
The Bank has conducted the business of a commercial bank since December 12, 1980. The Bank’s primary focus is to engage in wholesale commercial banking, serving small to middle-sized businesses, professionals, high net worth individuals and general retail banking business. Rather than concentrate on any specific industry, the Bank has solicited and attracted customers from a wide variety of light manufacturing, wholesaling, retailing, contracting, real estate development and service businesses, accountants, physicians and dentists.
The Bank offers a full range of commercial banking services, emphasizing the banking needs of individuals and the business and professional community in Walnut Creek, California and surrounding areas of Contra Costa County. The Bank accepts checking and savings deposits, makes construction loans, mortgage real estate loans, commercial loans, SBA loans, leases, and installment loans, and offers safe deposit services, including oversize boxes for short-term storage. It sells travelers checks, issues drafts, and offers other customary banking services.
The Bank offers its depositors a wide selection of deposit instruments including money market accounts, NOW accounts, and time certificates of deposit. The Bank also offers an auto deposit pick-up service to its professional and business clients. Automatic teller machines are available at all bank locations, 24 hours a day, and are part of the EDS and Cirrus networks with ATM access at locations throughout the United States and Canada. The Bank offers its clients 24-hour telephone access to their accounts and 24-hour internet banking access.
The Bank operates an SBA (Small Business Administration) lending department, and also has a “Business Credit” department which provides asset-based (factoring)loans with assignment of receivables. Both of these areas of the Bank add to the Corporation’s range of services to its clients.
The Corporation also operates, through its subsidiary, BWC Real Estate, a joint venture brokerage service called “BWC Mortgage Services”. This brokerage division not only provides long-term mortgage placement services for the Bank’s construction loan clients but for non-clients seeking long-term mortgage financing. The long-term financing is placed through the most competitive mortgage investors available in the market.
The Bank is not at this time authorized to conduct trust business and has no present intention to apply to regulatory authorities to do so. Although the Bank does not directly offer international banking services, the Bank does make such services available to its customers through other financial institutions with which the Bank has correspondent banking relations.
The primary service area of The Bank and its branches is Contra Costa County and Alameda County with limited lending activity also in Solano County. Walnut Creek, California, is site of the Corporation’s main office and the Bank also operates offices in the cities of Orinda, Danville, San Ramon, Pleasanton, Fremont and Livermore California with a new office scheduled to open in San Jose, California during 2001.
BWC Financial Corp. has no foreign or international activities or operations.
The banking business in the Bank’s primary service area, consisting of Contra Costa County, southern Solano County, and northern Alameda County, is highly competitive with respect to both loans and deposits. The area is dominated by the major California banks, all of which have multiple branch offices throughout our defined service area. Additionally, there are many thrifts representing most of the major thrift institutions operating in the California market. There are also a number of other independent banks that are a source of competition due to the similarity of the market served.
Among the advantages of major banks are their abilities to finance wide-ranging advertising campaigns, to offer certain services (for example, trust services) which are not offered directly by the Bank, and to have substantially higher legal lending limits due to their greater capitalizations. In addition to major banks, some of the nation’s largest savings and loan associations are located in California and compete for mortgage business along with smaller savings and loan associations.
The Bank is in direct competition with all these financial institutions. Management believes the Bank competes successfully with these institutions because of sound management techniques and the flexibility to adjust to changing economic situations. The dedication of founders, directors, and Bank personnel has been instrumental in the Bank’s ability to compete. The Bank is dedicated to providing personal attention to the financial needs of businesses, professionals, and individuals in its service area.
At December 31, 2000, the Bank employed 118 people. At the present time there are no employees directly employed by BWC Financial Corp. or by its mortgage subsidiary, BWC Real Estate. There are 31 persons employed by the joint venture, BWC Mortgage Services, either directly or as independent contractors.
As a California state-licensed bank, the Bank is subject to regulation, supervision and periodic examination by the California State Banking Department. The Bank is also subject to regulation, supervision, and periodic examination by the Federal Deposit Insurance Corporation (the “FDIC”). The Bank is not a member of the Federal Reserve System, but is nevertheless subject to certain regulations of the Board of Governors of the Federal Reserve System. As a state bank, the Bank’s deposits are insured by the FDIC to the maximum amount permitted by law, which is currently $100,000.
The regulations of those state and federal bank regulatory agencies govern most aspects of the Bank’s business and operations, including, but not limited to, requiring the maintenance of noninterest-bearing reserves on deposits, limiting the nature and amount of investments and loans which may be made, regulating the issuance of securities, restricting the payment of dividends, regulating bank expansion and bank activities, including real estate development activities and determining characteristics of certain deposit accounts.
The principal office of the Bank is located at 1400 Civic Drive, in the financial district of downtown Walnut Creek. The Bank opened for business on December 12, 1980 and its premises are located in a modern building of which the Bank has leased approximately 11,917 square feet.
BWC Financial Corp. shares common quarters with The Bank in its principal office.
On September 24, 1982, a branch office was opened at 224 Brookwood Road, Orinda, California, serving the Orinda area. The premises are located in a new facility which was constructed on this site in 1994 with 2,186 square feet of office space.
On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place, San Ramon, California, serving the San Ramon area. The premises are located in a modern building of which the Bank has leased approximately 3,375 square feet of office space.
On June 8, 1990, a branch office was opened at 424 Hartz Avenue, Danville, California, serving the Danville area. The premises are located in a modern building containing 2,263 square feet of office space.
On April 15, 1994 a branch office was opened at 249 Main Street, Pleasanton, California serving the Pleasanton area. The premises are located in a single building containing 3,880 square feet of office space.
On June 15, 1996 a branch office was opened at 4030 Clipper Court, Fremont, California, serving the Fremont area. The premises are located in an office park where the Bank leased 2,240 square feet of office space. A full service charter was approved; however, at this time the facility is being used for the development of loans to the surrounding business community.
On November 9, 1998 a branch office was opened in Livermore, California. It is located at 211 South J Street and the premises are in a single, modern building containing 2,100 square feet of office space.
At this time there are no pending or threatened legal proceedings to which the Corporation is a party or to which any of the Corporation’s properties are subject.
None
The information required to be furnished pursuant to this item is set forth under the caption "Common Stock Prices" on page 23 of the Corporation's 2000 Annual Report to Shareholders and is incorporated herein by reference.
The information required to be furnished pursuant to this is set forth under the caption “Management’s Discussion and Analysis of Operations” on page 20 of the Corporation’s 2000 Annual Report to Shareholders and is incorporated herein by reference.
For management's discussion and analysis
of financial condition and results of operations, see "Management's Discussion and Analysis of
Operations" at pages 20 through 24 of the 2000 Annual Report to Shareholders which is incorporated
herein by reference. The following statistical disclosures should be read in conjunction with the
consolidated financial statements and notes thereto of the 2000 Annual Report to Shareholders which
is incorporated herein by reference.
The following is an analysis of net interest earnings for the years ended December 31.
EARNING ASSETS 2000 1999
---------------------------------------- ---------------------------------------
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1)
--------------------------------------- ---------------------------------------
Federal Funds Sold .......... $ 9,004,000 $ 570,000 6.31% $ 9,639,000 $ 483,000 5.01%
Other Short-Term Investments 914,000 57,000 6.18 3,073,000 148,000 4.82
Investment Securities:
U.S. Treasury Securities .. 5,431,000 293,000 5.38 10,655,000 604,000 5.67
Securities of U.S. ........
Government Agencies ..... 28,810,000 1,825,000 6.32 22,847,000 1,382,000 6.05
Obligations of States &
Political Subdivisions(2) 23,125,000 1,271,000 6.57 23,219,000 1,217,000 6.47
Other Securities .......... 5,441,000 335,000 6.13 4,640,000 276,000 5.95
Loans (3) (4) (5) ........... 231,991,000 27,787,000 11.95 191,249,000 20,674,000 10.81
---------------------------------------
TOTAL EARNING ASSETS ........ $304,716,000 $ 32,138,000 10.60% $265,322,000 $ 24,784,000 9.45%
======================== ========================
NONEARNING ASSETS 21,523,000 19,425,000
------------ -----------
TOTAL $326,239,000 $284,747,000
============ ============
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
2000 1999
---------------------------------------- --------------------------------------
Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1)
---------------------------------------- ---------------------------------------
INTEREST-BEARING DEPOSITS:
Savings and NOW Accounts $ 38,296,000 $ 558,000 1.46% $ 36,517,000 $ 538,000 1.47%
Money Market Accounts ... 103,539,000 4,800,000 4.63 85,923,000 3,408,000 3.97
Time Deposits ........... 65,847,000 3,708,000 5.63 55,288,000 2,602,000 4.71
---------------------------------------- --------------------------------------
TOTAL ...................... 207,682,000 9,066,000 4.36 177,728,000 6,548,000 3.68
Federal Funds Purchased .... 348,000 22,000 6.26 162,000 8,000 4.89
Other Borrowed Funds ....... 939,000 51,000 5.43 849,000 69,000 8.13
---------------------------------------- ---------------------------------------
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $208,969,000 $ 9,139,000 4.36% $178,739,000 $ 6,625,000 3.69%
NONINTEREST-BEARING DEPOSITS 82,450,000 -- 76,634,000 --
OTHER LIABILITIES .......... 3,357,000 -- 2,621,000 --
SHAREHOLDERS' EQUITY ....... 31,463,000 -- 26,753,000 --
--------------------------------------- ---------------------------------------
TOTAL $326,239,000 $284,747,000
============ ============
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $ 22,999,000 7.61% $ 18,159,000 6.97%
======================== =======================
(1) Minor rate differences from a straight division of interest by average assets are due to
the rounding of average balances.
(2) Amounts calculated on a fully tax-equivalent basis where appropriate (2000 and 1999
Federal Statutory Rate was 34%).
(3) Nonaccrual loans of $2,041,000 and $38,000 as of December 31, 2000 and 1999 have been
included in the average loan balance. Interest income is included on nonaccrual loans
only to the extent to which cash payments have been received.
(4) Average loans are net of average deferred loan origination fees of $1,319,000 and $982,000
in 2000 and 1999, respectively.
(5) Loan interest income includes loan origination fees of $2,013,000 and $1,8510,000 in 2000
and 1999, respectively.
The following table provides pertinent information about interest income and expense between the years 2000 and 1999, and between the years 1999 and 1998. The change resulting primarily from growth in each asset or liability category is expressed as a volume change. The change resulting primarily from changes in rates is expressed as a rate change. The change attributed to both rate and volume is allocated equally between both rate and volume changes.
During 2000 total interest income increased $7,354,000 over 1999. Of this increase, 66% was related to the increase in the volume of average earning assets in 2000 as compared to 1999 and 34% was related to interest rates.
During 2000 total interest expense increased $2,514,000 from 1999. Of this increase, 52% was related to the increase in the volume of average interest-bearing deposits and borrowings in 2000 as compared to 1999 and 48% was related to interest rates.
Based on the above factors affecting interest income and interest expense, net interest income increased $4,840,000 during 2000 as compared to 1999.
ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
2000 over 1999 1999 over 1998
----------------------------------------- -----------------------------------------
----------------------------------------- -----------------------------------------
Volume Rate Total Volume Rate Total
----------------------------------------- -----------------------------------------
Increases (Decreases) in Interest Income
Federal Funds Sold ..................... $ (36,000) $ 123,000 $ 87,000 $ 94,000 $ (33,000) $ 61,000
Other Short-Term Investments ........... (118,000) 27,000 (91,000) (51,000) (19,000) (70,000)
Investment Securities:
U.S. Treasury Securities ............. (289,000) (22,000) (311,000) 2,000 (35,000) (33,000)
Secutities of U.S. Government Agencies 369,000 74,000 443,000 56,000 (7,000) 49,000
Obligations of State and
Political Subdivisions (1) ......... 23,000 31,000 54,000 54,000 (17,000) 37,000
Corporate Debit Securities ........... 48,000 11,000 59,000 217,000 6,000 223,000
Loans .................................. 4,856,000 2,257,000 7,113,000 2,988,000 (333,000) 2,655,000
----------------------------------------- -----------------------------------------
Total Increase (Decrease) .......... $ 4,853,000 $ 2,501,000 $ 7,354,000 $ 3,360,000 $ (438,000) $ 2,922,000
Increase (Decrease) in Interest Expense
Deposits:
Savings and NOW Accounts ............. $ 5,000 $ 15,000 $ 20,000 $ 62,000 $ (60,000) $ 2,000
Money Market Accounts ................ 758,000 634,000 1,392,000 964,000 (20,000) 944,000
Time Deposits ........................ 533,000 573,000 1,106,000 (750,000) (418,000) (1,168,000)
Federal Funds Purchased ................ 10,000 4,000 14,000 4,000 -- 4,000
Other Borrowed Funds ................... (9,000) (9,000) (18,000) 35,000 34,000 69,000
----------------------------------------- -----------------------------------------
Total Increase (Decrease) .......... $ 1,297,000 $ 1,217,000 $ 2,514,000 $ 315,000 $ (464,000) $ (149,000)
Increase (Decrease) on
----------------------------------------- -----------------------------------------
Net Interest Income ................. $ 3,556,000 $ 1,284,000 $ 4,840,000 $ 3,045,000 $ 26,000 $ 3,071,000
========================================= =========================================
(1) Amounts calculated on a fully taxable equivalent basis where appropriate.
INVESTMENT SECURITIES
Information regarding the book value of investment securities as of December 31, 2000 and 1999 is set
forth in Note 2 on Page 10 of the Corporation's 2000 Annual Report to Shareholders and is
incorporated herein by reference.
The following table is a summary of the relative maturities and yields on the Bank's investment
securities as of December 31, 2000. Yields have been computed by dividing annual interest income,
adjusted for amortization of premium and accretion of discount, and by book values of the related
securities.
Maturing
---------------------------------------------------------------------------------------------
After One But Within
Within One Year Five Years Over Five Years Total
---------------------------------------------------------------------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield
---------------------------------------------------------------------------------------------
U.S. Treasury Securities . $ 2,001,000 5.01% $ 1,008,000 5.10% $ -- -- $ 3,009,000 5.05%
Obligations of U.S. ......
Government Agencies .... 8,977,000 6.17 21,242,000 6.40 4,093,000 7.56 34,312,000 6.40
Obligations of State and
Political Subdivisions:
Tax-exempt* ........ 868,000 6.10 8,040,000 6.31 1,012,000 6.75 9,920,000 6.34
Taxable ............ 5,028,000 6.12 9,159,000 6.63 497,000 7.26 14,684,000 6.49
Other Securities ......... 2,187,000 6.16 3,833,000 6.39 -- -- 6,020,000 6.30
- ------------------------------------------------------------------------------------------------------------------------=-
TOTAL .......... $19,061,000 6.03% $43,282,000 6.40% $ 5,602,000 7.39% $67,945,000 6.38%
==========================================================================================================================
* Interest is exempt from federal income taxes.
LOAN PORTFOLIO
Information regarding the loan portfolio of the Corporation as of December 31, 2000 and 1999
is set forth in Note 3 on pages 10 and 11 of the Corporation's 2000 Annual Report to Shareholders
and is incorporated herein by reference.
Maturity Distribution and Interest Rate Sensitivity of Loans
The following table shows the maturity distribution and interest rate sensitivity of loans
of the Corporation on December 31, 2000.
LOANS WITH A MATURITY OF
---------------------------------------------------------
One Year One to After Five
or Less Five Years Years Total
---------------------------------------------------------
Real Estate Construction.......... $ 71,110,000 $ 1,528,000 $ -- $ 72,638,000
Commercial ....................... 70,199,000 12,552,000 11,841,000 94,592,000
Installment ...................... 2,232,000 5,891,000 35,097,000 43,220,000
Leases ........................... 659,000 11,778,000 -- 12,437,000
Real Estate Mortgages ............ 1,735,000 6,819,000 20,882,000 29,436,000
- ----------------------------------------------------------------------------------------------
TOTAL ....................... $145,935,000 $ 38,568,000 $ 67,820,000 $252,323,000
==============================================================================================
Loans with Fixed Interest Rates $10,634,000 $ 15,775,000 $4,419,000 $30,828,000
Loans with Floating Interest Rates 219,660,000 1,835,000 - 221,495,000
--------------------------------------------------------
TOTAL $ 230,294,000 $ 17,610,000 $4,419,000 $ 252,323,000
==========================================================
ALLOWANCE FOR CREDIT LOSSES
Information regarding the analysis of the allowance for credit losses of the
Corporation for the years ended December 31, 2000, 1999 and 1998 is set forth
in Note 4 on page 11 of the Corporation's 2000 Annual Report to Shareholders
and is incorporated herein by reference.
Allocation of allowance for credit losses is based upon estimates of potential
credit losses and is maintained at a level considered adequate to provide for
losses that can be reasonably anticipated. The allowance is increased by
provisions charged to expense and reduced by net charge-offs. Management
continually evaluates the economic climate and other conditions to determine
the adequacy of the allowance. Ultimate losses may vary from current estimates.
--------------------------------------- -------------------------------
2000 1999
--------------------------------------- -------------------------------
Allocation Loans As A Allocation Loans As A
of Allowance Percent Of of Allowance Percent Of
Type of Loan Balance Total Loans Balance Total Loans
--------------------------------------- -------------------------=-----
Real Estate Construction $1,098,000 28.79% $1,134,000 36.53%
Commercial 2,831,000 37.49 2,078,000 36.17
Installment 376,000 17.13 291,000 15.95
Leases 434,000 4.93
Real Estate Mortgages 75,000 11.67 61,000 11.35
Unallocated 228,000 - 902,000 -
--------------------------------------- ------------------------------
TOTAL $5,042,000 100.00% $4,466,000 100.00%
======================================= ==============================
BWC Financial Corp. believes that any breakdown or allocation of the allowance into
loan categories lends an appearance of exactness which does not exist, in that the
allowance is utilized as a single unallocated reserve available for all loans and
commitments to extend credit. The allowance breakdown shown above should not be
interpreted as an indication of the specific amount or specific loan categories in
which future charge-offs may ultimately occur.
DEPOSITS
The following table shows daily average balances for the various classifications
of deposits for the periods indicated.
For the Year Ended December 31,
----------------------------------------------------------
2000 1999
--------------------------- ------------------------
Average Average
Balance Rates Balance Rates
--------------------------- ------------------------
Noninterest-Bearing Demand $82,450,000 -- $ 76,634,000 --
Savings and NOW Accounts 38,296,000 1.46% 36,517,000 1.47%
Money Market Accounts 103,539,000 4.63 85,923,000 3.97
Time Deposits 65,847,000 5.63 55,287,000 4.71
--------------------------- ------------------------
Total Deposits $ 290,132,000 3.10% $254,361,000 2.58%
============================ ========================
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for the years
indicated.
Year Ended December 31,
-------------------------
2000 1999
-------------------------
Return on average assets 1.97% 1.70%
Return on average shareholders' equity 20.45% 17.93%
Cash dividend payout ratio 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets 9.64% 9.49%
Average total deposits 10.84% 10.52%
During 1999 total interest income increased $2,922,000 over 1998. Of this increase, 115% was related to the increase in the volume of average earning assets in 1999 as compared to 1998 and - -15% was related to interest rates.
During 1999 total interest expense decreased $149,000 from 1998. Based on volume changes alone, interest expense would have increased $315,000. Due to decreases in interest rates paid for funds, interest expense based on rates alone decreased $464,000.
Based on the above factors affecting interest income and interest expense, net interest income increased $3,071,000 during 1999 as compared to 1998.
The information required to be furnished in this item is set forth in the Consolidated Financial Statements on pages 4 through 18 of the Corporation's 2000 Annual Report to Shareholders and is incorporated herein by reference.
Pursuant to General Instruction G(3), the information in Items 10, 11, 12 and 13 of Part III is furnished by way of incorporation by reference to those sections of the Registrant’s Proxy Statement for the 2001 Annual Meeting of Shareholders which contain the information required by Items 401, 402, 403, 404 and 405 of Regulation S-K. The Registrant intends to file a definitive copy of such Proxy Statement, pursuant to Regulation 14A, by March 30, 2001.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(A) Documents Filed as Part of this Report
1. Financial Statements
The consolidated financial statements of BWC Financial Corp. and its subsidiary listed below, and appearing at the indicated page number in BWC's 2000 Annual Report to Shareholders, are incorporated by reference into this report.
BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number*
-----------
Independent Public Accountants' Report for the years
ended December 31, 2000 and 1999 is filed herewith 29
Consolidated Balance Sheets as of December 31, 2000 and 1999 8
Consolidated Statements of Income for the years ended
December 31, 2000, 1999 and 1998 9
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2000, 1999 and 1998 10
Consolidated Statements of Cash Flows for the years ended
December 31, 2000, 1999 and 1998 11
Notes to Consolidated Financial Statements 12 - 28
2. Financial Statement Schedules
-----------------------------
All financial statement schedules have been omitted, as they are inapplicable or the required information is
included in the consolidated financial statements or notes thereto.
(B) Reports on Form 8-K
-------------------
No reports on form 8-K were filed by BWC Financial Corp. during the fourth quarter of 2000.
(C) Exhibits Filed:
---------------
See Index to Exhibits at page 16 of this Form 10-K.
*Refers to page number in the 2000 Annual Report to Shareholders.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
BWC FINANCIAL CORP.
By Leland E. Wines
-----------------------------
Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the date indicated.
Signature Title Date
- --------- ----- ----
James L. Ryan Chairman of the Board March 27, 2001
- -----------------------
and Director
Leland E. Wines Executive Vice President and March 27, 2001
- -----------------------
Chief Financial Officer
Tom Mantor Director March 27, 2001
- -----------------------
Richard G. Hill Director March 27, 2001
- -----------------------
Reynold C. Johnson III Director March 27, 2001
- -----------------------
Craig Lazzareschi Director March 27, 2001
- -----------------------
John F. Nohr Director March 27, 2001
- -----------------------
John L. Winther Director March 27, 2001
- -----------------------
EXHIBIT EXHIBIT NUMBER
------- --------------
Articles of Incorporation and Amendments Refer to 10K filing
of March 1994.
By-Laws Refer to 10K filing
of March 1994.
2000 Annual Report to Shareholders 13.1
Consent of Independent Public Accountants:
Arthur Andersen LLP Consent dated March 26, 2001 24.1
Report of Independent Public Accountants:
Arthur Andersen LLP Report dated March 26, 2001 25.1
As independent public accountants, we hereby consent to the incorporation by reference in this Form 10-K and the previously filed registration statements of BWC Financial Corp. on Form S-8, the 1990 Stock Option Plan (File No. 33-22290) and the 2000 Stock Option Plan (File No. 333-42830) of our report dated February 26, 2001, in BWC Financial Corp.‘s 2000 Annual Report. It should be noted that we have not audited any financial statements of BWC Financial Corp. subsequent to December 31, 2000, or performed any audit procedures subsequent to the date of our report.
Arthur Andersen LLP
San Francisco, California,
March 26, 2001
Exhibit 24.1
To the Shareholders and Board of Directors of BWC Financial Corp.:
We have audited the accompanying consolidated balance sheets of BWC Financial Corp. (a California corporation) and Subsidiaries (the Corporation) as of December 31, 2000 and 1999, and the related consolidated statements of income, changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2000. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BWC Financial Corp. and Subsidiaries as of December 31, 2000 and 1999, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2000 in conformity with accounting principles generally accepted in the United States.
San Francisco, California
March 26, 2001
Exhibit 25.1