Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the fiscal year ended December 31, 2001,
Commission File Number 0-10658
BWC FINANCIAL CORP.
Incorporated pursuant to the Laws of California
Internal Revenue Service - Employer Identification No. 94-2621001
1400 Civic Drive, Walnut Creek, California 94596
(925) 932-5353
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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 _____
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 1, 2002: $47,453,000.
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2002.
Title of Class: Common Stock, no par value Shares Outstanding: 3,063,875
| Documents Incorporated by Reference* | Incorporated Into: | |
| 2001 Annual Report to Shareholders | Part II and IV | |
| Definitive Proxy Statement for the 2002 | Part III | |
| Annual Meeting of Shareholders to be | ||
| filed by March 29, 2002. |
* Only selected portions of the document specified are incorporated by reference into this report, as more particularly described herein.
| PART I | Page | |
| Item 1 | Business | 3 |
| Item 2 | Properties | 4 |
| Item 3 | Legal Proceedings | 5 |
| Item 4 | Submissions of Matters to a Vote of Shareholders | 5 |
| PART II | ||
| Item 5 | Market for the Registrant's Common Stock and Related Shareholder Matters |
6 |
| Item 6 | Selected Financial Data | 6 |
| Item 7 | Management's Discussion and Analysis of Financial Condition and Results of Operations |
7-13 |
| Item 7A | Quantitative and QualitativeDisclosure About Market Risk |
14 |
| Item 8 | Financial Statements and Supplementary Data | 14 |
| Item 9 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
14 |
| PART III | ||
| 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 |
| PART IV | ||
| Item 14 | Exhibits, Financial Statement Schedules and Reports on Form 8-K |
15 |
| Signatures | 16 | |
| Index to Exhibits | 17 | |
| Consent | 18 |
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, Cirrus and Star 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, Alameda and Santa Clara Counties 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, Livermore and San Jose California.
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, northern Alameda County and the San Jose area of Santa Clara 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, 2001, the Bank employed 125 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 37 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, the facility is being used primarily 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.
On March 20, 2001, a branch office was opened in San Jose, California. The premises are located in a modern office building of which the Bank has leased approximately 2,386 square feet of office space.
The Corporation is a defendant in legal actions arising from normal business activities. Management believes that these actions are without merit or that the ultimate liability, if any, resulting from them will not materially affect the Corporation’s financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
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 2001 Annual Report to Shareholders and is incorporated herein by reference.
The information required to be furnished pursuant to this item is set forth under the caption “Management’s Discussion and Analysis of Operations” on page 20 of the Corporation’s 2001 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 2001 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 2001 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 2001 2000 1999
--------------------------------- ----------------------------- -------------------------------
In thousands Interest Rates Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1) Balance Expense Paid(1)
--------------------------------- ----------------------------- -------------------------------
Federal Funds Sold .......... $ 14,139 $ 527 3.73% $ 9,004 $ 570 6.31% $ 9,639 $ 483 5.01%
Other Short-Term Investments 3,081 90 2.93 914 57 6.18 3,073 148 4.82
Investment Securities:
U.S. Treasury Securities .. 3,686 134 3.64 5,431 293 5.38 10,655 604 5.67
Securities of U.S. ........
Government Agencies ..... 29,827 1,605 5.38 28,810 1,825 6.32 22,847 1,382 6.05
Obligations of States &
Political Subdivisions(2) 31,001 1,696 6.20 23,125 1,271 6.57 23,219 1,217 6.47
Other Securities .......... 5,265 296 5.61 5,441 335 6.13 4,640 276 5.95
Loans (3) (4) (5) ........... 267,177 26,531 9.93 231,991 27,787 11.95 191,249 20,674 10.81
--------------------- ------------------- --------------------
TOTAL EARNING ASSETS ........ $354,176 $ 30,879 8.87% $304,716 $ 32,138 10.60% $265,322 $ 24,784 9.45%
========= ========= =========
NONEARNING ASSETS 22,127 21,523 19,425
----------- --------- ---------
TOTAL $376,303 $326,239 $284,747
=========== ========== =========
ITEM 7. (continued)
LIABILITIES AND SHAREHOLDERS' EQUITY
2001 2000 1999
-------------------------------- ----------------------------- -----------------------------
Interest Rates Interest Rates Interest Rates
Average Income/ Earned/ Average Income/ Earned/ Average Income/ Earned/
Balance Expense Paid(1) Balance Expense Paid(1) Balance Expense Paid(1)
-------------------------------- ----------------------------- -----------------------------
INTEREST-BEARING DEPOSITS:
Savings and NOW Accounts $ 40,449 $ 312 0.77% $ 38,296 $ 558 1.45% $ 36,517 $ 538 1.47%
Money Market Accounts ... 136,023 4,505 3.31 103,539 4,800 4.63 85,923 3,408 3.97
Time Deposits ........... 65,529 3,385 5.17 65,847 3,708 5.63 55,288 2,602 4.71
-------------------- -------------------
TOTAL ...................... 242,001 8,202 3.39 207,682 9,066 4.36 177,728 6,548 3.68
Federal Funds Purchased .... 343 16 4.66 348 22 6.26 162 8 4.89
Other Borrowed Funds ....... 6,538 373 5.71 939 51 5.43 849 69 8.13
------------------------------- ------------------- -------------------
TOTAL INTEREST-BEARING
DEPOSITS AND BORROWINGS $248,882 $ 8,591 3.45% $208,969 $ 9,139 4.36% $178,739 $ 6,625 3.69%
NONINTEREST-BEARING DEPOSITS 88,663 -- 82,450 -- 76,634 --
OTHER LIABILITIES .......... 2,270 -- 3,357 -- 2,621 --
SHAREHOLDERS' EQUITY ....... 36,488 -- 31,463 -- 26,753 --
--------------------- ---------------------
TOTAL $376,303 $326,239 $284,747
========= ========= =========
NET INTEREST INCOME
AND NET INTEREST MARGIN
ON AVERAGE EARNING ASSETS $ 22,288 6.36% $ 22,999 7.61% $ 18,159 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 (2001 and 2000 Federal Statutory Rate was 34%). |
| (3) | Nonaccrual loans of $846,000 and $2,041,000 as of December 31, 2001 and 2000 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 $1,298,000 and $1,319,000 in 2001 and 2000, respectively. |
| (5) | Loan interest income includes loan origination fees of $2,048,000 and $2,013,000 in 2001 and 2000, respectively. |
The following table provides pertinent information about interest income and expense between the years 2001 and 2000, and between the years 2000 and 1999. 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 2001, total interest income decreased $1,259,000 as compared to 2000. This was related in total to the drop in interest rates. Analysis of the influence rates had on interest income showed that interest income was over five million dollars less in 2001 than would have been earned using the rates in effect during 2000.
Total interest expense in 2001 decreased $548,000 from 2000. This was also related in total to the drop in interest rates. Analysis of the influence rates had on interest expense showed that interest expense was approximately two million dollars less in 2001 than would have been expensed using the rates in effect during 2000.
Based on the above factors affecting interest income and interest expense, net interest income decreased $711,000 during 2001 as compared to 2000. Had the same rates been in effect during 2001 as were experienced in 2000, the net interest income of the Corporation would have increased by over three million dollars.
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
In thousands 2001 over 2000 2000 over 1999
------------------------------- -----------------------------
Volume Rate Total Volume Rate Total
------------------------------- -----------------------------
Increases (Decreases) in Interest Income
Federal Funds Sold ..................... $ 258 $ (301) $ (43) $ (36) $ 123 $ 87
Other Short-Term Investments ........... 98 (65) 33 (118) 27 (91)
Investment Securities:
U.S. Treasury Securities ............. (78) (80) (158) (289) (22) (311)
Securities of U.S. Government Agencies 60 (280) (220) 369 74 443
Obligations of State and
Political Subdivisions ............. 501 (78) 423 23 31 54
Corporate Debit Securities ........... (10) (28) (38) 48 11 59
Loans .................................. 3,262 (4,518) (1,256) 4,856 2,257 7,113
--------------------------------------------------------------
Total Increase (Decrease) .......... $ 4,091 $(5,350) $(1,259) $ 4,853 $ 2,501 $ 7,354
Increase (Decrease) in Interest Expense
Deposits:
Savings and NOW Accounts ............. $ 2 $ (98) $ (96) $ 5 $ 15 $ 20
Money Market Accounts ................ 1,292 (1,737) (445) 758 634 1,392
Time Deposits ........................ (16) (307) (323) 533 573 1,106
Federal Funds Purchased ................ -- (6) (6) 10 4 14
Other Borrowed Funds ................... 248 74 322 (9) (9) (18)
--------------------------------------------------------------
Total Increase (Decrease) .......... $ 1,526 $(2,074) $ (548) $ 1,297 $ 1,217 $ 2,514
Increase (Decrease) on
--------------------------------------------------------------
Net Interest Income ................. $ 2,565 $(3,276) $ (711) $ 3,556 $ 1,284 $ 4,840
==============================================================
Information regarding the loan portfolio of the Corporation as of December 31, 2001 and 2000 is set forth in Note 3 on pages 10 and 11 of the Corporation’s 2001 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, 2001.
In thousands
LOANS WITH A MATURITY OF
-----------------------------------------
One Year One to After Five
or Less Five Years Years Total
-----------------------------------------
Real Estate Construction ......... $ 89,851 $ 1,822 $ -- $ 91,673
Commercial ....................... 42,938 16,191 22,749 81,878
Installment ...................... 3,140 4,412 40,180 47,732
Leases ........................... 1,531 11,625 -- 13,156
Real Estate Mortgages ............ 1,387 6,336 39,305 47,028
-----------------------------------------
TOTAL ....................... $138,847 $ 40,386 $102,234 $281,467
=========================================
Loans with Fixed Interest Rates .. $ 7,874 $ 15,988 $ 11,483 $ 35,345
Loans with Floating Interest Rates 244,837 1,285 -- 246,122
-----------------------------------------
TOTAL ....................... $252,711 $ 17,273 $ 11,483 $281,467
=========================================
Information regarding the analysis of the allowance for credit losses of the Corporation for the years ended December 31, 2001, 2000 and 1999 is set forth in Note 4 on page 11 of the Corporation’s 2001 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.
--------------------------- -------------------------
2001 2000
--------------------------- -------------------------
In thousands Allocation Loans As A Allocation Loans As A
of Allowance Percent Of of Allowance Percent Of
Type of Loan Balance otal Loans Balance Total Loans
--------------------------- -------------------------
Real Estate Construction ......... $ 412 32.57% $1,098 28.79%
Commercial ....................... 3,722 29.09 2,831 37.49
Installment ...................... 389 16.96 376 17.13
Leases ........................... 612 4.67 434 4.93
Real Estate Mortgages ............ 81 16.71 75 11.67
Unallocated ...................... 187 -- 228 --
------------------------------------------------
TOTAL ....................... $5,403 100.00% $5,042 100.00%
================================================
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.
The following table shows daily average balances for the various classifications of deposits for the periods indicated.
In thousands
For the Year Ended December 31,
-------------------------------------------------
2001 2000
-------------------------------------------------
Average Average
Balance Rates Balance Rates
-------------------------------------------------
Noninterest-Bearing Demand ....... $ 88,663 -- $ 82,450 --
Savings and NOW Accounts ......... 40,449 0.77% 38,296 1.45%
Money Market Accounts ............ 136,023 3.31 103,539 4.63
Time Deposits .................... 65,529 5.17 65,847 5.63
-------------------------------------------------
Total Deposits ............... $330,664 2.55% $290,132 3.10%
=================================================
FINANCIAL RATIOS
The following table shows key financial ratios for the Corporation for the years
indicated.
For the Year Ended December 31,
--------------------------------
2001 2000
---------- ---------
Return on average assets ........................... 1.45% 1.97%
Return on average shareholders' equity ............. 14.97% 20.45%
Cash dividend payout ratio ......................... 0.00% 0.00%
Average shareholders' equity as % of:
Average total assets ............................. 9.70% 9.64%
Average total deposits ........................... 11.03% 10.84%
Information regarding market risk is included in Item 7 - Management´s Discussion and Analysis - under the caption ”Interest-rate Risk Management” in the 2001 Annual Report and is incorporated herein by reference.
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 2001 Annual Report to Shareholders and is incorporated herein by reference.
On August 28, 2001, BWC Financial Corp. the “Company”) decided to terminated Arthur Andersen LLP as principal accountants and engaged Moss Adams LLP as the Company’s principal accountants for the fiscal year ending December 31, 2001. The decision to change principal accountants was approved by the Audit Committee of the Company’s Board of Directors.
In connection with the audits of the two fiscal years ended December 31, 2000 and the interim period of 2001 preceding the Company’s decision, there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction would have caused them to make reference to the subject matters of the disagreements in connection with their opinion; and there were no reportable events as described in Item 304 (a) (1) (v) of the Securities and Exchange Commission’s Regulation S-K.
The audit reports of Arthur Andersen LLP on the Company’s consolidated financial statements as of and for the years ended December 31, 2000, 1999 and 1998, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.
The Company requested that Arthur Andersen LLP furnish the Company with a letter addressed to the Securities and Exchange Commission, stating whether they agree with the statements made in this Item 9, and if not, stating the respects in which they do not agree. This was done and their letter states that they were in agreement with the statements made.
The Company has subsequently engaged the accounting firm of Moss Adams LLP as its principal accountant for 2001. During 1998, 1999 and 2000 and the interim periods of 2001 preceding the Company’s decision, neither the Company nor anyone acting on its behalf consulted with Moss Adams LLP regarding (i) either the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement with Arthur Andersen LLP or a reportable event with respect to Arthur Andersen LLP.
Moss Adams LLP has subsequently audited the prior periods ending December 31, 1999 and December 31, 2000 and there have been no restatements or modifications of the financial statements previously presented.
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 2002 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, 2002.
(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 2001
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, 2001 and 2000 is filed herewith 19
Consolidated Balance Sheets as of December 31, 2001 and 2000 4
Consolidated Statements of Income for the years ended
December 31, 2001, 2000 and 1999 5
Consolidated Statements of Shareholders' Equity for the
years ended December 31, 2001, 2000 and 1999 6
Consolidated Statements of Cash Flows for the years ended
December 31, 2001, 2000 and 1999 7
Notes to Consolidated Financial Statements 8 - 18
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 2001.
(C) Exhibits Filed:
---------------
See Index to Exhibits at page 17 of this Form 10-K.
*Refers to page number in the 2001 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
- --------- ----- ----
Chairman of the Board March 26, 2002
James L. Ryan and Director
Executive Vice President March 26, 2002
Leland E. Wines and Chief Financial Officer
Tom Mantor Director March 26, 2002
Richard G. Hill Director March 26, 2002
Reynold C. Johnson III Director March 26, 2002
Craig Lazzareschi Director March 26, 2002
John F. Nohr Director March 26, 2002
John L. Winther Director March 26, 2002
EXHIBIT EXHIBIT NUMBER
------- --------------
Articles of Incorporation and Amendments Refer to 10K filing
of March 1994.
By-Laws Refer to 10K filing
of March 1994.
2001 Annual Report to Shareholders 13.1
Consents of Independent Public Accountants:
Moss Adams LLP Consent dated February 28, 2002 23.1
As independent public accountants, we hereby consent to the incorporation of our report dated February 28, 2002 incorporated by reference in this Form 10-K into the previously filed registration statements on Form S-8 for BWC Financial Corp.‘s 1990 Stock Option Plan (Registration Statement File No. 33-22290) and 2000 Stock Option Plan (Registration Statement File No. 333-42830). It should be noted that we have not audited any financial statements of BWC Financial Corp. subsequent to December 31, 2001, or performed any audit procedures subsequent to the date of our report.
Moss Adams LLP
Stockton, California,
March 26, 2002
Exhibit 23.1