UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
ý |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2002
or
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-22732
PACIFIC CREST CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
95-4437818 (I.R.S. Employer Identification No.) |
|
30343 Canwood Street Agoura Hills, California (Address of principal executive offices) |
91301 (Zip Code) |
(818) 865-3300
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
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 ý No o
As of August 5, 2002, the number of shares outstanding of the registrant's $ .01 par value Common Stock was 2,437,326.
9.375% Cumulative Trust Preferred Securities of PCC Capital I
Guarantee
of Pacific Crest Capital, Inc. with respect to the
9.375% Cumulative Trust Preferred Securities of PCC Capital I
PACIFIC CREST CAPITAL, INC.
June 30, 2002 FORM 10-Q
TABLE OF CONTENTS
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Page No. |
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PART I. FINANCIAL INFORMATION | |||||||
ITEM 1. |
Consolidated Financial Statements |
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Consolidated Balance Sheets June 30, 2002 and December 31, 2001 |
1 |
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Consolidated Statements of Income Three and Six Months Ended June 30, 2002 and 2001 |
2 |
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Consolidated Statements of Changes in Shareholders' Equity Six Months Ended June 30, 2002 and 2001 |
3 |
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Consolidated Statements of Cash Flows Six Months Ended June 30, 2002 and 2001 |
4 |
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Notes to Consolidated Financial Statements |
5 |
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ITEM 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
11 |
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Overview | 11 | ||||||
Quarterly Financial Data | 16 | ||||||
Quarterly Income Statements | 18 | ||||||
Quarterly Balance Sheets | 19 | ||||||
Quarterly Average Balance Sheets and Spread Data | 20 | ||||||
Results of Operations | 21 | ||||||
Financial Condition | 35 | ||||||
Non-Performing Assets | 38 | ||||||
Liquidity | 38 | ||||||
Dividends | 39 | ||||||
Capital Resources | 39 | ||||||
ITEM 3. |
Quantitative and Qualitative Disclosures About Market Risk |
41 |
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PART II. OTHER INFORMATION |
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ITEM 1. |
Legal Proceedings |
43 |
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ITEM 2. |
Changes in Securities |
43 |
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ITEM 3. |
Defaults Upon Senior Securities |
43 |
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ITEM 4. |
Submission of Matters to a Vote of Security Holders |
43 |
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ITEM 5. |
Other Information |
43 |
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ITEM 6. |
Exhibits and Reports on Form 8-K |
43 |
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Signatures |
44 |
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CEO and CFO Certification, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
45 |
PACIFIC CREST CAPITAL, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands, except per share data)
|
June 30, 2002 |
December 31, 2001 |
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(Unaudited) |
(Audited) |
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Assets | ||||||||||
Cash | $ | 7,367 | $ | 2,508 | ||||||
Securities purchased under resale agreements | 3,456 | 16,174 | ||||||||
Cash and cash equivalents | 10,823 | 18,682 | ||||||||
Investment securities available for sale, at market | 71,464 | 58,952 | ||||||||
Loans: | ||||||||||
Commercial real estate loans | 434,327 | 430,420 | ||||||||
SBA loans held for investment | 11,401 | 11,369 | ||||||||
SBA loans held for sale, at lower of cost or market | 14,286 | 12,797 | ||||||||
Other loans | 8,580 | 7,393 | ||||||||
Gross loans | 468,594 | 461,979 | ||||||||
Deferred loan costs (fees) | 21 | (4 | ) | |||||||
Allowance for loan losses | (8,529 | ) | (7,946 | ) | ||||||
Net loans | 460,086 | 454,029 | ||||||||
Investment in FHLB stock | 4,125 | 2,000 | ||||||||
Deferred income taxes, net | 4,045 | 5,203 | ||||||||
Accrued interest receivable | 2,632 | 2,532 | ||||||||
Prepaid expenses and other assets | 1,768 | 2,087 | ||||||||
Premises and equipment | 1,237 | 1,273 | ||||||||
Total assets | $ | 556,180 | $ | 544,758 | ||||||
Liabilities | ||||||||||
Deposits: | ||||||||||
Checking accounts | $ | 15,523 | $ | 14,912 | ||||||
Savings accounts | 133,407 | 136,145 | ||||||||
Certificates of deposit | 228,039 | 250,466 | ||||||||
Total deposits | 376,969 | 401,523 | ||||||||
Borrowings: | ||||||||||
FHLB advances | 82,500 | 40,000 | ||||||||
Term borrowings | 30,000 | 40,000 | ||||||||
Company obligated mandatorily redeemable preferred securities of subsidiary trust holding solely junior subordinated debentures ("Trust preferred securities") | 17,250 | 17,250 | ||||||||
Total borrowings | 129,750 | 97,250 | ||||||||
Accrued interest payable and other liabilities | 8,205 | 8,010 | ||||||||
Total liabilities | 514,924 | 506,783 | ||||||||
Shareholders' Equity | ||||||||||
Common stock, $.01 par value (10,000,000 shares authorized, 2,986,530 shares issued at June 30, 2002 and December 31, 2001) | 30 | 30 | ||||||||
Additional paid-in capital | 27,622 | 27,780 | ||||||||
Retained earnings | 22,017 | 19,140 | ||||||||
Accumulated other comprehensive income (loss) | 296 | (198 | ) | |||||||
Common stock in treasury, at cost (550,764 shares at June 30, 2002 and 566,381 shares at December 31, 2001) | (8,709 | ) | (8,777 | ) | ||||||
Total shareholders' equity | 41,256 | 37,975 | ||||||||
Total liabilities and shareholders' equity | $ | 556,180 | $ | 544,758 | ||||||
Tangible book value per common share | $ | 16.94 | $ | 15.69 |
See accompanying Notes to Consolidated Financial Statements.
1
PACIFIC CREST CAPITAL, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(dollars in thousands, except per share data)
|
Three Months Ended June 30, |
Six Months Ended June 30, |
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2002 |
2001 |
2002 |
2001 |
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Interest income: | ||||||||||||||||
Loans | $ | 9,380 | $ | 9,338 | $ | 18,883 | $ | 18,766 | ||||||||
Securities purchased under resale agreements | 18 | 85 | 121 | 217 | ||||||||||||
Investment securities available for sale | 1,032 | 2,323 | 1,790 | 5,491 | ||||||||||||
Total interest income | 10,430 | 11,746 | 20,794 | 24,474 | ||||||||||||
Interest expense: | ||||||||||||||||
Deposits: | ||||||||||||||||
Checking accounts | 61 | 107 | 124 | 220 | ||||||||||||
Savings accounts | 669 | 1,288 | 1,370 | 2,857 | ||||||||||||
Certificates of deposit | 2,681 | 4,593 | 5,671 | 9,732 | ||||||||||||
Total interest on deposits | 3,411 | 5,988 | 7,165 | 12,809 | ||||||||||||
Borrowings: | ||||||||||||||||
Securities sold under repurchase agreements | | 28 | | 182 | ||||||||||||
State of California borrowings | | 134 | | 416 | ||||||||||||
FHLB advances | 401 | | 712 | | ||||||||||||
Term borrowings | 521 | 670 | 1,184 | 1,332 | ||||||||||||
Trust preferred securities | 405 | 405 | 809 | 809 | ||||||||||||
Total interest on borrowings | 1,327 | 1,237 | 2,705 | 2,739 | ||||||||||||
Total interest expense | 4,738 | 7,225 | 9,870 | 15,548 | ||||||||||||
Net interest income | 5,692 | 4,521 | 10,924 | 8,926 | ||||||||||||
Provision for loan losses | 150 | 40 | 250 | 80 | ||||||||||||
Net interest income after provision for loan losses | 5,542 | 4,481 | 10,674 | 8,846 | ||||||||||||
Non-interest income: | ||||||||||||||||
Loan prepayment and late fee income | 151 | 78 | 357 | 210 | ||||||||||||
Gain on sale of SBA 7(a) loans | 196 | 149 | 196 | 310 | ||||||||||||
Gain on sale of SBA 504 loans and broker fee income | 300 | 131 | 432 | 229 | ||||||||||||
Gain (loss) on sale of investment securities | | 1 | | (11 | ) | |||||||||||
Other income | 220 | 200 | 506 | 360 | ||||||||||||
Total non-interest income | 867 | 559 | 1,491 | 1,098 | ||||||||||||
Non-interest expense: | ||||||||||||||||
Salaries and employee benefits | 2,089 | 1,654 | 4,270 | 3,255 | ||||||||||||
Net occupancy expenses | 516 | 411 | 921 | 802 | ||||||||||||
Communication and data processing | 268 | 262 | 514 | 515 | ||||||||||||
Legal, audit, and other professional fees | 180 | 133 | 179 | 246 | ||||||||||||
Travel and entertainment | 135 | 121 | 242 | 208 | ||||||||||||
Credit and collection expenses | 22 | | 22 | | ||||||||||||
Other expenses | 137 | 135 | 275 | 284 | ||||||||||||
Total non-interest expense | 3,347 | 2,716 | 6,423 | 5,310 | ||||||||||||
Income before income taxes | 3,062 | 2,324 | 5,742 | 4,634 | ||||||||||||
Income tax provision | 1,319 | 971 | 2,476 | 1,935 | ||||||||||||
Net income | $ | 1,743 | $ | 1,353 | $ | 3,266 | $ | 2,699 | ||||||||
Earnings per common share: | ||||||||||||||||
Basic | $ | 0.72 | $ | 0.55 | $ | 1.34 | $ | 1.08 | ||||||||
Diluted | $ | 0.65 | $ | 0.51 | $ | 1.23 | $ | 1.01 | ||||||||
See accompanying Notes to Consolidated Financial Statements. |
2
PACIFIC CREST CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(dollars and shares in thousands)
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Common Stock in Treasury |
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Common Stock |
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Accumulated Other Comprehensive Income (Loss) |
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Additional Paid-in Capital |
Retained Earnings |
Total Shareholders' Equity |
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Shares |
Amount |
Shares |
Amount |
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Balances at December 31, 2000 | 2,986 | $ | 30 | (471 | ) | $ | (6,900 | ) | $ | 27,790 | $ | 14,542 | $ | (1,532 | ) | $ | 33,930 | |||||||||
Comprehensive income: | ||||||||||||||||||||||||||
Net income | | | | | | 2,699 | | 2,699 | ||||||||||||||||||
Unrealized loss on investment securities available for sale, net of income taxes | | | | | | | 1,246 | 1,246 | ||||||||||||||||||
Total comprehensive income | 3,945 | |||||||||||||||||||||||||
Issuances of common stock in treasury: | ||||||||||||||||||||||||||
Employee stock purchase plan | | | 4 | 62 | (7 | ) | | | 55 | |||||||||||||||||
Non-employee directors' stock purchase plan | | | 1 | 22 | 3 | | | 25 | ||||||||||||||||||
Employee stock option plan | | | 2 | 25 | (7 | ) | | | 18 | |||||||||||||||||
Purchase of common stock in treasury | | | (54 | ) | (1,021 | ) | | | | (1,021 | ) | |||||||||||||||
Cash dividends paid ($0.16 per share) | | | | | | (398 | ) | | (398 | ) | ||||||||||||||||
Balances at June 30, 2001 | 2,986 | $ | 30 | (518 | ) | $ | (7,812 | ) | $ | 27,779 | $ | 16,843 | $ | (286 | ) | $ | 36,554 | |||||||||
Balances at December 31, 2001 | 2,986 | $ | 30 | (566 | ) | $ | (8,777 | ) | $ | 27,780 | 19,140 | $ | (198 | ) | $ | 37,975 | ||||||||||
Comprehensive income: | ||||||||||||||||||||||||||
Net income | | | | | | 3,266 | | 3,266 | ||||||||||||||||||
Unrealized loss on investment securities available for sale, net of income taxes | | | | | | | 494 | 494 | ||||||||||||||||||
Total comprehensive income | 3,760 | |||||||||||||||||||||||||
Issuances of common stock in treasury: | ||||||||||||||||||||||||||
Employee stock purchase plan | | | 3 | 55 | (4 | ) | | | 51 | |||||||||||||||||
Non-employee directors' stock purchase plan | | | 1 | 17 | 9 | | | 26 | ||||||||||||||||||
Employee stock option plan | | | 30 | 465 | (163 | ) | | | 302 | |||||||||||||||||
Purchase of common stock in treasury | | | (19 | ) | (469 | ) | | | | (469 | ) | |||||||||||||||
Cash dividends paid ($0.16 per share) | | | | | | (389 | ) | | (389 | ) | ||||||||||||||||
Balances at June 30, 2002 | 2,986 | $ | 30 | (551 | ) | $ | (8,709 | ) | $ | 27,622 | $ | 22,017 | $ | 296 | $ | 41,256 | ||||||||||
See accompanying Notes to Consolidated Financial Statements.
3
PACIFIC CREST CAPITAL, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(in thousands)
|
Six Months Ended June 30, |
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2002 |
2001 |
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Operating activities: | |||||||||
Net income | $ | 3,266 | $ | 2,699 | |||||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||
Provision for loan losses | 250 | 80 | |||||||
Gain on sale of SBA 7(a) loans held for sale | (196 | ) | (310 | ) | |||||
Gain on sale of SBA 504 loans held for sale | (44 | ) | (136 | ) | |||||
Loss on sale of investment securities | | 11 | |||||||
Depreciation and amortization of premises and equipment | 199 | 199 | |||||||
Amortization (accretion) of deferred loan costs (fees) | 6 | (30 | ) | ||||||
Amortization of premium on investment securities | 439 | 108 | |||||||
Dividends on FHLB stock | (50 | ) | | ||||||
Deferred income tax expense (benefit) | (4 | ) | 33 | ||||||
Proceeds from sales of SBA 7(a) loans held for sale | 2,861 | 5,748 | |||||||
Proceeds from sales of SBA 504 loans held for sale | 821 | 2,557 | |||||||
Originations of SBA 7(a) loans held for sale | (4,485 | ) | (3,625 | ) | |||||
Originations of SBA 504 loans held for sale | (902 | ) | (2,091 | ) | |||||
Federal income tax refund | 804 | | |||||||
(Increase) decrease in accrued interest receivable | (100 | ) | 2,518 | ||||||
Decrease in prepaid expenses and other assets | 377 | 28 | |||||||
Increase in accrued interest payable and other liabilities | 195 | 695 | |||||||
Net cash provided by operating activities | 3,437 | 8,484 | |||||||
Investing activities: | |||||||||
Purchases of mortgage-backed securities | (25,462 | ) | (82,499 | ) | |||||
Principal payments on mortgage-backed securities | 13,363 | 3,701 | |||||||
Proceeds from calls and sales of callable bonds | | 150,188 | |||||||
Proceeds from sales of mortgage-backed securities | | 23,734 | |||||||
Originations of loans held for investment | (51,564 | ) | (29,536 | ) | |||||
Purchases of loans held for investment | (4,915 | ) | | ||||||
Principal payments on loans | 52,053 | 28,863 | |||||||
Purchases of FHLB stock | (2,075 | ) | (832 | ) | |||||
Purchases of premises and equipment, net | (163 | ) | (131 | ) | |||||
Net cash (used in) provided by investing activities | (18,763 | ) | 93,488 | ||||||
Financing activities: | |||||||||
Net increase (decrease) in checking accounts | 611 | (588 | ) | ||||||
Net decrease in savings accounts | (2,738 | ) | (9,806 | ) | |||||
Net decrease in certificates of deposit | (22,427 | ) | (64,160 | ) | |||||
Net decrease in securities sold under repurchase agreements | | (23,500 | ) | ||||||
Net increase in State of California borrowings | | 2,000 | |||||||
Net increase in FHLB advances | 42,500 | | |||||||
Net decrease in term borrowings | (10,000 | ) | | ||||||
Purchase of common stock in treasury, at cost | (469 | ) | (1,021 | ) | |||||
Cash dividends paid | (389 | ) | (398 | ) | |||||
Proceeds from exercise of stock options | 302 | 18 | |||||||
Proceeds from employees and directors stock purchase plans | 77 | 80 | |||||||
Net cash provided by (used in) financing activities | 7,467 | (97,375 | ) | ||||||
Net (decrease) increase in cash and cash equivalents | (7,859 | ) | 4,597 | ||||||
Cash and cash equivalents at beginning of period | 18,682 | 5,336 | |||||||
Cash and cash equivalents at end of period | $ | 10,823 | $ | 9,933 | |||||
See accompanying Notes to Consolidated Financial Statements.
4
PACIFIC CREST CAPTIAL, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2002
(Unaudited)
Note 1. Basis of Presentation
The interim consolidated financial statements included herein have been prepared by Pacific Crest Capital, Inc., without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such SEC rules and regulations; nevertheless, the Company believes that the disclosures are adequate to make the information presented not misleading.
The consolidated financial statements include the accounts of Pacific Crest Capital, Inc. ("Pacific Crest" or the "Parent") and its wholly owned subsidiaries, Pacific Crest Bank (the "Bank") and PCC Capital I ("PCC Capital"), which together are referred to as the "Company". All significant intercompany transactions and balances have been eliminated. Certain reclassifications have been made to prior period consolidated financial statements in order to conform to the current period presentation.
In the opinion of management, all adjustments have been included, including normal recurring adjustments necessary to present fairly the financial position of the Company and the results of its operations for the interim period presented. The results of operations for this current interim period are not necessarily indicative of the results expected for any subsequent period or for the full year. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, which are included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
Note 2. Computation of Tangible Book Value Per Common Share
Tangible book value per common share was calculated by dividing total shareholders' equity by the number of common shares issued less common shares held in treasury. The tables below present the computation of tangible book value per common share as of the dates indicated (in thousands, except share data):
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June 30, 2002 |
December 31, 2001 |
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Total shareholders' equity | $ | 41,256 | $ | 37,975 | |||
Common shares issued | 2,986,530 | 2,986,530 | |||||
Less: common shares held in treasury | (550,764 | ) | (566,381 | ) | |||
Common shares outstanding | 2,435,766 | 2,420,149 | |||||
Tangible book value per common share | $ | 16.94 | $ | 15.69 | |||
Note 3. Computation of Earnings Per Common Share
Basic and diluted earnings per common share were determined by dividing net income by the applicable basic and diluted weighted average common shares outstanding. For the diluted earnings per share computation, the basic weighted average common shares outstanding were increased to include
5
additional common shares that would have been outstanding if dilutive stock options had been exercised. The dilutive effect of stock options was calculated using the treasury stock method.
The tables below present the basic and diluted earnings per common share computations for the periods indicated (dollars and shares in thousands, except per share data):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
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2002 |
2001 |
2002 |
2001 |
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Net income | $ | 1,743 | $ | 1,353 | $ | 3,266 | $ | 2,699 | ||||
Basic weighted average common shares outstanding | 2,434 | 2,478 | 2,429 | 2,493 | ||||||||
Dilutive effect of potential common share issuances from stock options | 247 | 180 | 237 | 166 | ||||||||
Diluted weighted average common shares outstanding | 2,681 | 2,658 | 2,666 | 2,659 | ||||||||
Earnings per common share: | ||||||||||||
Basic | $ | 0.72 | $ | 0.55 | $ | 1.34 | $ | 1.08 | ||||
Diluted | $ | 0.65 | $ | 0.51 | $ | 1.23 | $ | 1.01 | ||||
Note 4. Supplemental Disclosure of Cash Flow Information
For purposes of the Consolidated Balance Sheets and Consolidated Statements of Cash Flows, cash and cash equivalents include "Cash" and "Securities purchased under resale agreements." Supplemental disclosure of cash flow information is as follows for the periods indicated (in thousands):
|
Six Months Ended June 30, |
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2002 |
2001 |
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Cash paid during the period for: | |||||||
Interest | $ | 10,072 | $ | 15,986 | |||
Income taxes | 2,175 | 1,360 |
Note 5. Investment Securities
Investment securities have been classified in the Consolidated Balance Sheets according to management's intent and ability. Securities classified as available for sale are recorded at market value. Unrealized gains or losses on securities available for sale are excluded from earnings and reported in "Accumulated other comprehensive income (loss)," net of tax effect, as a separate component of
6
Shareholders' Equity. The following tables present the amortized cost and estimated fair values of investment securities available for sale as of the dates indicated (in thousands):
|
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Gross Unrealized |
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Amortized Cost |
Estimated Fair Value |
Weighted Average Yield |
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Gains |
Losses |
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June 30, 2002 | |||||||||||||||||
Investment securities available for sale: | |||||||||||||||||
U.S. government sponsored agency mortgage-backed securities | $ | 66,820 | $ | 1,353 | $ | | $ | 68,173 | 5.69 | % | |||||||
Corporate debt securities | 4,133 | | (842 | ) | 3,291 | 3.76 | % | ||||||||||
Total investment securities | $ | 70,953 | $ | 1,353 | $ | (842 | ) | $ | 71,464 | 5.58 | % | ||||||
December 31, 2001 | |||||||||||||||||
Investment securities available for sale: | |||||||||||||||||
U.S. government sponsored agency mortgage-backed securities | 55,169 | 368 | | 55,537 | 5.31 | % | |||||||||||
Corporate debt securities | 4,124 | | (709 | ) | 3,415 | 4.21 | % | ||||||||||
Total investment securities | $ | 59,293 | 368 | $ | (709 | ) | $ | 58,952 | 5.24 | % | |||||||
The Company's investment securities portfolio at June 30, 2002 consisted of fixed rate investments in U.S. government sponsored agency mortgage-backed securities issued by Fannie Mae and Ginnie Mae, as well as adjustable rate investments in investment grade corporate debt securities.
The Company's entire investment securities portfolio at June 30, 2002 was scheduled to mature after ten years.
U.S. government sponsored agency securities with market values totaling $39.6 million and $47.3 million were pledged to secure borrowings aggregating $30.0 million and $40.0 million at June 30, 2002 and at December 31, 2001, respectively.
Note 6. SBA Loans Held for Sale
The table below presents the Company's U.S. Small Business Administration ("SBA") loans held for sale as of the dates indicated (in thousands):
|
June 30, 2002 |
December 31, 2001 |
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SBA guaranteed 7(a) loans | $ | 12,701 | $ | 11,308 | |||
SBA 504 loans | 1,585 | 1,489 | |||||
Total SBA loans held for sale | $ | 14,286 | $ | 12,797 | |||
Note 7. FHLB Advances
As of June 30, 2002 and December 31, 2001, the Company had Federal Home Loan Bank ("FHLB") advances secured by commercial real estate loans and a required investment in FHLB stock
7
of $4.1 million and $2.0 million, respectively. The tables below describe the attributes of the FHLB advances as of the dates indicated (dollars in thousands):
|
June 30, 2002 |
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Borrowing Date |
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Amount |
Rate |
Maturity Date |
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Short-term, variable rate: | |||||||||
June 2002 | $ | 42,500 | 2.01 | % | July 2002 | ||||
Long-term, fixed rate: |
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November 2001 | 20,000 | 3.01 | % | November 2003 | |||||
November 2001 | 20,000 | 3.30 | % | May 2004 | |||||
Total long-term | 40,000 | 3.16 | % | ||||||
Total FHLB advances | $ | 82,500 | 2.57 | % | |||||
|
December 31, 2001 |
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Borrowing Date |
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Amount |
Rate |
Maturity Date |
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Long-term, fixed rate: | |||||||||
November 2001 | $ | 20,000 | 3.01 | % | November 2003 | ||||
November 2001 | 20,000 | 3.30 | % | May 2004 | |||||
Total FHLB advances | $ | 40,000 | 3.16 | % | |||||
Note 8. Term Borrowings
The Company had fixed rate, long-term borrowings through one broker at June 30, 2002 and December 31, 2001. This debt is secured by pledging specific amounts of certain U.S. government sponsored agency securities.The tables below reflect the attributes of the Company's term borrowings as of the dates indicated (dollars in thousands):
|
June 30, 2002 |
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Borrowing Date |
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Amount |
Rate |
Maturity Date |
||||||
September 2000 | $ | 20,000 | 6.62 | % | September 2002 | |||
October 2000 | 10,000 | 6.61 | % | October 2002 | ||||
Total term borrowings | $ | 30,000 | 6.62 | % | ||||
|
December 31, 2001 |
|||||||
---|---|---|---|---|---|---|---|---|
Borrowing Date |
||||||||
Amount |
Rate |
Maturity Date |
||||||
October 2000 | $ | 10,000 | 6.65 | % | April 2002 | |||
September 2000 | 20,000 | 6.62 | % | September 2002 | ||||
October 2000 | 10,000 | 6.61 | % | October 2002 | ||||
Total term borrowings | $ | 40,000 | 6.63 | % | ||||
8
Note 9. Federal Income Tax Refund
In April of 2002, the Company received a payment from the Internal Revenue Service ("IRS") in connection with a refund claim filed by the Company for a prior year's income taxes. The total amount of the payment was $1,218,000, which was comprised of $804,000 for income taxes and $414,000 for interest. The $804,000 was applied as a reduction of "Deferred income taxes, net" on the Consolidated Balance Sheets, while the $414,000 was applied to a receivable included in "Prepaid expenses and other assets". The Company had accrued as "Other income" $300,000 of the interest during the fourth quarter of 2001 and accrued the remaining $114,000 during the first quarter of 2002.
Note 10. Recent Accounting Pronouncements
In July of 2001, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations ("SFAS 141"), and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). SFAS 141 eliminates the pooling-of-interests method of accounting for business combinations, although certain combinations initiated prior to July 1, 2001 are exempt from the provisions of SFAS 141. In addition, SFAS 141 further clarifies the criteria for recognition of intangible assets separately from goodwill. This statement is effective for business combinations completed after June 30, 2001. SFAS 142 requires that upon adoption, amortization of goodwill will cease and the carrying value of goodwill shall be evaluated for impairment on an annual basis. Identifiable intangible assets will continue to be amortized over their useful lives and reviewed for impairment. SFAS 142 is effective for fiscal years beginning after December 15, 2001. As of June 30, 2002, the Company had no goodwill recorded on its Consolidated Balance Sheet. The adoption of the provisions of SFAS 141 and SFAS 142 did not have an impact on the Company's consolidated financial position or results of operations.
In June of 2001, the FASB issued SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets ("SFAS 144"). SFAS 144 supersedes SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,and the accounting and reporting provisions of Accounting Principles Board Opinion No. 30, Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions, and addresses financial accounting and reporting for the impairment or disposal of long-lived assets. SFAS 144 was effective January 1, 2002. The adoption of SFAS 144 did not have a material impact on the Company's consolidated financial position or results of operations.
In April of 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections ("SFAS 145"). SFAS 145 rescinds SFAS No. 4, Reporting Gains and Losses from Extinguishment of Debt ("SFAS 4"), and an amendment of that SFAS, SFAS No. 64, Extinguishment of Debt Made to Satisfy Sinking-Fund Requirements. SFAS 145 also rescinds SFAS No. 44, Accounting for Intangible Assets of Motor Carriers. Further, SFAS 145 amends SFAS No. 13, Accounting for Leases ("SFAS 13"), to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. SFAS 145 also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or described their applicability under changed conditions. This pronouncement requires gains and losses from extinguishment of debt to be classified as an extraordinary item only if the criteria in Accounting Principles Board Opinion No. 30, Reporting the Results of OperationsReporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and
9
Transactions, have been met. Further, lease modifications with economic effects similar to sale-leaseback transactions must be accounted for in the same manner as sale-leaseback transactions. The provisions of SFAS 145 related to the rescission of SFAS 4 shall be applied in fiscal years beginning after May 15, 2002. The provisions of SFAS 145 related to SFAS 13 shall be effective for transactions occurring after May 15, 2002, with early application encouraged. The adoption of SFAS 145 did not have and is not expected to have a material impact on the Company's consolidated financial position or results of operations.
Note 11. Subsequent Events
In July of 2002, the Company borrowed $30 million from the FHLB, consisting of $20 million at 2.29%, maturing in January of 2004, and $10 million at 2.68%, maturing in July of 2004. In August of 2002, the Company borrowed $20 million from the FHLB at 3.03%, maturing in August of 2005. The Company obtained this total of $50 million in long-term advances in order to take advantage of favorable long-term borrowing rates. These advances replaced the Company's $42.5 million in short-term, overnight advances outstanding at June 30, 2002. Adding these long-term advances in July and August of 2002, together with the $40 million of long-term advances obtained in November of 2001, resulted in current total long-term FHLB advances of $90 million, with a weighted average interest rate of 2.88%.
10
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following is management's discussion and analysis of the major factors that influenced the consolidated results of operations and financial condition of the Company for the period ended June 30, 2002. This analysis should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2001 filed with the Securities and Exchange Commission, and with the unaudited financial statements and notes as set forth in this report.
Forward-Looking Information
Certain matters discussed under this caption may constitute forward-looking statements under Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. There can be no assurance that the results described or implied in such forward-looking statements will, in fact, be achieved and actual results, performance, and achievements could differ materially because the business of the Company involves inherent risks and uncertainties. These risks include, but are not limited to, general economic conditions nationally and in California, unanticipated credit losses in the Company's loan portfolio, rapid changes in interest rates, and other risks discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2001.
Capital
As of June 30, 2002, Pacific Crest's leverage ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio were 9.97%, 11.90%, and 13.94%, respectively. The Bank's leverage ratio, Tier 1 risk-based capital ratio and total risk-based capital ratio were 9.82%, 11.69%, and 12.94%, respectively. These ratios placed Pacific Crest and the Bank in the "well-capitalized" category as defined by federal regulations, which require corresponding capital ratios of 5%, 6% and 10%, respectively, to qualify for that designation.
Dividends
On July 26, 2002, the Company announced that the Board of Directors had declared a cash dividend of $0.10 per common share for the third quarter of 2002. The dividend will be paid on September 13, 2002 to shareholders of record at the close of business on August 30, 2002.
On May 13, 2002, the Company announced that the Board of Directors had declared a cash dividend of $0.08 per common share for the second quarter of 2002. The dividend was paid on June 14, 2002 to shareholders of record at the close of business on May 31, 2002. During the first quarter of 2002, the Company declared and paid a cash dividend of $0.08 per common share. The total amount of cash dividends paid during the six months ended June 30, 2002 was $389,000.
Stock Repurchase Plan
During the six months ended June 30, 2002, pursuant to its common stock repurchase program, the Company repurchased 18,800 shares of its common stock at an average cost per share of $24.94. The total amount paid for these shares was approximately $469,000. During the same period, the Company utilized repurchased shares for all of its common stock issuances under the Company's employee stock purchase plan, non-employee directors stock purchase plan, and employee stock option plan, which totaled 34,417 shares. As of June 30, 2002, the Company had 15,700 shares remaining authorized for repurchase under its common stock repurchase program.
11
Sale of Interest Rate Cap Agreement
On February 8, 2000, the Company sold its interest rate cap agreement and recognized a deferred gain of $1.8 million, which was reported in the Consolidated Balance Sheets under the caption, "Accrued interest payable and other liabilities". The deferred gain is being amortized as a credit to "Interest expensedeposits" over the remaining life of the original interest rate cap agreement, which had a maturity date of June 8, 2003. During the six months ended June 30, 2002 and 2001, the amount of deferred gain amortization totaled $275,000, which resulted in a reduction in interest expense on deposits. As of June 30, 2002, the remaining, unamortized deferred gain totaled $519,000 and will be amortized as follows: $279,000 for the last six months of 2002 and $240,000 for the first six months of 2003.
FHLB Credit Line Expansion
In July of 2002, the FHLB approved an increase in Pacific Crest Bank's available credit line from 20% of total assets to 35% of total assets. As a result, the Bank's credit line increased by $81.5 million, to $190.2 million. All FHLB advances must be secured by eligible loans and/or eligible securities. The FHLB credit facility serves as an excellent source of low cost funding and is a critical component of the Company's strategy to reduce funding costs. The Company is focusing on using the FHLB credit facility primarily for fixed rate advances with 12-36 month terms as part of its hedging strategy to insulate the Company from potentially higher interest rates in 2003 and 2004.
In July of 2002, the Company borrowed $30 million from the FHLB, consisting of $20 million at 2.29%, maturing in January of 2004, and $10 million at 2.68%, maturing in July of 2004. In August of 2002, the Company borrowed $20 million from the FHLB at 3.03%, maturing in August of 2005. The Company obtained this total of $50 million in long-term advances in order to take advantage of favorable long-term borrowing rates. These advances replaced the Company's $42.5 million in short-term, overnight advances outstanding at June 30, 2002. Adding these long-term advances in July and August of 2002, together with the $40 million of long-term advances obtained in November of 2001, resulted in current total long-term FHLB advances of $90 million, with a weighted average interest rate of 2.88%.
Corporate Governance
The following are some of the key corporate governance practices at the Company, which are oriented to ensure that there are no conflicts of interest and that the Company is operated in the best interest of shareholders:
Additionally, one of the Company's directors, Rudolph I. Estrada, is a member of the National Association of Corporate Directors and Chairman of the Company's Corporate Governance/Nominations Committee.
12
Declining Interest Rate Environment
During the first six months of 2002, the Federal Reserve left the federal funds rate unchanged at 1.75%. However, during 2001, the Federal Reserve lowered the federal funds rate by a total of 475 basis points, to 1.75%. The impact of this cumulative reduction led to a lower interest rate environment in 2001, which continued into the first six months of 2002, and resulted in (i) issuer calls of $219.2 million and Company sales of $10.0 million of the Company's fixed rate, U.S. government sponsored agency callable bonds (the "callable bonds"), (ii) downward repricing of the Company's adjustable rate loans, and (iii) the Company's lowering of interest rates on all of its deposit products. Additionally, the interest rates declined on the Company's adjustable rate investments and borrowings.
Loan Originations
The following table presents the Bank's loan originations for the periods indicated (dollars in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amounts |
|
Amounts |
|
||||||||||||||||
|
% Change |
% Change |
||||||||||||||||||
|
2002 |
2001 |
2002 |
2001 |
||||||||||||||||
Commercial real estate loans | $ | 28,813 | $ | 19,397 | 48.5 | % | $ | 49,506 | $ | 24,797 | 99.6 | % | ||||||||
SBA business loans: | ||||||||||||||||||||
7(a) guaranteed portion | 3,028 | 3,271 | (7.4 | %) | 4,485 | 3,625 | 23.7 | % | ||||||||||||
7(a) unguaranteed portion | 965 | 1,060 | (9.0 | %) | 1,369 | 1,132 | 20.9 | % | ||||||||||||
Total 7(a) loans | 3,993 | 4,331 | (7.8 | %) | 5,854 | 4,757 | 23.1 | % | ||||||||||||
Total 504 loans | 1,591 | 4,590 | (65.3 | %) | 1,591 | 5,698 | (72.1 | %) | ||||||||||||
Total SBA loans | 5,584 | 8,921 | (37.4 | %) | 7,445 | 10,455 | (28.8 | %) | ||||||||||||
Total loan originations | $ | 34,397 | $ | 28,318 | 21.5 | % | $ | 56,951 | $ | 35,252 | 61.6 | % | ||||||||
13
Earnings Performance Summary
The following table presents condensed statements of income and related performance data for the periods indicated and the dollar and percentage changes between the periods (dollars in thousands, except per share data):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amounts |
Increase (Decrease) |
Amounts |
Increase (Decrease) |
||||||||||||||||||||
|
2002 |
2001 |
$ |
% |
2002 |
2001 |
$ |
% |
||||||||||||||||
Net interest income | $ | 5,692 | $ | 4,521 | $ | 1,171 | 25.9 | % | $ | 10,924 | $ | 8,926 | $ | 1,998 | 22.4 | % | ||||||||
Provision for loan losses | 150 | 40 | 110 | 275.0 | % | 250 | 80 | 170 | 212.5 | % | ||||||||||||||
Non-interest income | 867 | 559 | 308 | 55.1 | % | 1,491 | 1,098 | 393 | 35.8 | % | ||||||||||||||
Non-interest expense | 3,347 | 2,716 | 631 | 23.2 | % | 6,423 | 5,310 | 1,113 | 21.0 | % | ||||||||||||||
Income before income taxes | 3,062 | 2,324 | 738 | 31.8 | % | 5,742 | 4,634 | 1,108 | 23.9 | % | ||||||||||||||
Income tax provision | 1,319 | 971 | 348 | 35.8 | % | 2,476 | 1,935 | 541 | 28.0 | % | ||||||||||||||
Net income | $ | 1,743 | $ | 1,353 | $ | 390 | 28.8 | % | $ | 3,266 | $ | 2,699 | $ | 567 | 21.0 | % | ||||||||
Diluted earnings per share | $ | 0.65 | $ | 0.51 | $ | 1.23 | $ | 1.01 | ||||||||||||||||
Cash dividends per share | $ | 0.08 | $ | 0.08 | $ | 0.16 | $ | 0.16 | ||||||||||||||||
Return on average shareholders' equity(1) | 17.48 | % | 15.00 | % | 16.68 | % | 15.10 | % | ||||||||||||||||
Return on average total assets | 1.27 | % | 0.97 | % | 1.19 | % | 0.92 | % | ||||||||||||||||
Operating expense to average total assets | 2.43 | % | 1.94 | % | 2.33 | % | 1.82 | % | ||||||||||||||||
Efficiency ratio | 50.69 | % | 53.48 | % | 51.56 | % | 52.91 | % | ||||||||||||||||
Three Months Ended June 30, 2002 and 2001
Net income was $1.7 million (or $0.65 per common share on a diluted basis) for the three months ended June 30, 2002, compared to $1.4 million (or $0.51 per common share on a diluted basis) for the corresponding period in 2001. Pre-tax income was $3.1 million for the three months ended June 30, 2002 and $2.3 million for the same period in 2001. The following describes the changes in the major components of pre-tax income for the three months ended June 30, 2002 compared to the same period in 2001:
14
Six Months Ended June 30, 2002 and 2001
Net income was $3.3 million (or $1.23 per common share on a diluted basis) for the six months ended June 30, 2002, compared to $2.7 million (or $1.01 per common share on a diluted basis) for the corresponding period in 2001. Pre-tax income was $5.7 million for the six months ended June 30, 2002 and $4.6 million for the same period in 2001. The following describes the changes in the major components of pre-tax income for the six months ended June 30, 2002 compared to the same period in 2001:
15
QUARTERLY FINANCIAL DATA
(dollars in thousands, except per share data)
|
At or For the Three Months Ended |
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
June 30, 2002 |
March 31, 2002 |
December 31, 2001 |
September 30, 2001 |
June 30, 2001 |
|||||||||||||||
Loan Originations: | ||||||||||||||||||||
Commercial real estate loans | $ | 28,813 | $ | 20,693 | $ | 48,048 | $ | 24,938 | $ | 19,397 | ||||||||||
Commercial business loans (1) | | | 3,150 | 3,075 | | |||||||||||||||
SBA business loans: | ||||||||||||||||||||
7(a) loansguaranteed portion | 3,028 | 1,457 | 2,726 | 4,316 | 3,271 | |||||||||||||||
7(a) loansunguaranteed portion | 965 | 404 | 880 | 1,382 | 1,060 | |||||||||||||||
Total 7(a) loans | 3,993 | 1,861 | 3,606 | 5,698 | 4,331 | |||||||||||||||
Total 504 loans | 1,591 | | 3,299 | 2,180 | 4,590 | |||||||||||||||
Total SBA business loans | 5,584 | 1,861 | 6,905 | 7,878 | 8,921 | |||||||||||||||
Total loan originations | $ | 34,397 | $ | 22,554 | $ | 58,103 | $ | 35,891 | $ | 28,318 | ||||||||||
Loan Sales: | ||||||||||||||||||||
SBA guaranteed 7(a) loans | $ | 2,609 | $ | | $ | | $ | 1,950 | $ | 2,760 | ||||||||||
SBA 504 first lien loans | 782 | | 1,872 | 299 | 1,238 | |||||||||||||||
Total SBA loan sales | $ | 3,391 | $ | | $ | 1,872 | $ | 2,249 | $ | 3,998 | ||||||||||
Performance Ratios: | ||||||||||||||||||||
Return on average realized shareholders' equity (2) (3) | 17.48% | 15.85 | % | 14.56 | % | 14.29 | % | 15.00 | % | |||||||||||
Return on average total assets (2) | 1.27% | 1.10 | % | 1.02 | % | 0.96 | % | 0.97 | % | |||||||||||
Net interest rate spread | 3.94% | 3.60 | % | 3.73 | % | 3.11 | % | 2.89 | % | |||||||||||
Net interest margin | 4.22% | 3.90 | % | 4.06 | % | 3.48 | % | 3.27 | % | |||||||||||
Operating expense to average total assets (4) | 2.43% | 2.23 | % | 2.76 | % | 2.06 | % | 1.94 | % | |||||||||||
Efficiency ratio (5) | 50.69% | 52.53 | % | 58.69 | % | 54.76 | % | 53.48 | % | |||||||||||
Average Balances: | ||||||||||||||||||||
Average shareholders' equity | $ | 39,946 | $ | 38,429 | $ | 37,743 | $ | 36,840 | $ | 35,775 | ||||||||||
Average realized shareholders' equity (3) | 39,889 | 38,442 | 37,540 | 36,956 | 36,081 | |||||||||||||||
Average total assets | 547,667 | 551,527 | 536,363 | 552,589 | 559,864 | |||||||||||||||
Per Common Share Data: | ||||||||||||||||||||
Cash dividends | $ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.08 | $ | 0.08 | ||||||||||
Basic earnings | 0.72 | 0.63 | 0.56 | 0.54 | 0.55 | |||||||||||||||
Diluted earnings | 0.65 | 0.58 | 0.52 | 0.50 | 0.51 | |||||||||||||||
Tangible book value | 16.94 | 16.12 | 15.69 | 15.41 | 14.81 | |||||||||||||||
Common Shares (in thousands): | ||||||||||||||||||||
Weighted average basic | 2,434 | 2,424 | 2,432 | 2,463 | 2,478 | |||||||||||||||
Weighted average diluted | 2,681 | 2,648 | 2,625 | 2,657 | 2,658 | |||||||||||||||
End of period, net of treasury shares | 2,436 | 2,425 | 2,420 | 2,449 | 2,468 |
16
QUARTERLY FINANCIAL DATA
(dollars in thousands)
|
At or For the Three Months Ended |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
June 30, 2002 |
March 31, 2002 |
December 31, 2001 |
September 30, 2001 |
June 30, 2001 |
||||||||||||||
Non-Performing Assets: | |||||||||||||||||||
Non-accrual loans | $ | | $ | 153 | $ | | $ | | $ | | |||||||||
Other real estate owned (OREO) | | | | | | ||||||||||||||
Total non-performing assets | $ | | $ | 153 | $ | | $ | | $ | | |||||||||
Non-accrual loans to total loans | 0.00 | % | 0.03 | % | 0.00 | % | 0.00 | % | 0.00 | % | |||||||||
Total non-performing assets to total assets | 0.00 | % | 0.03 | % | 0.00 | % | 0.00 | % | 0.00 | % | |||||||||
Allowance for Loan Losses Activity: | |||||||||||||||||||
Allowance at beginning of quarter | $ | 8,376 | $ | 7,946 | $ | 7,559 | $ | 7,414 | $ | 7,397 | |||||||||
Provision for loan losses | 150 | 100 | 430 | 150 | 40 | ||||||||||||||
Net (charge-offs) recoveries: | |||||||||||||||||||
Charge-offs | | | (52 | ) | (25 | ) | (34 | ) | |||||||||||
Recoveries | 3 | 330 | 9 | 20 | 11 | ||||||||||||||
Total net (charge-offs) recoveries | 3 | 330 | (43 | ) | (5 | ) | (23 | ) | |||||||||||
Allowance at end of quarter | $ | 8,529 | $ | 8,376 | $ | 7,946 | $ | 7,559 | $ | 7,414 | |||||||||
Allowance to total loans | 1.82 | % | 1.84 | % | 1.72 | % | 1.78 | % | 1.86 | % | |||||||||
Allowance to non-accrual loans | NM | 5474.51 | % | NM | NM | NM | |||||||||||||
Annualized net (charge-offs) recoveries to average loans | 0.00 | % | 0.29 | % | (0.04 | %) | 0.00 | % | (0.02 | %) | |||||||||
Regulatory Capital Ratios: | |||||||||||||||||||
Pacific Crest Capital, Inc. | |||||||||||||||||||
Leverage ratio | 9.97 | % | 9.53 | % | 9.49 | % | 9.06 | % | 8.77 | % | |||||||||
Tier 1 risk-based capital ratio | 11.90 | % | 11.78 | % | 11.11 | % | 11.77 | % | 11.74 | % | |||||||||
Total risk-based capital ratio | 13.94 | % | 13.96 | % | 13.36 | % | 14.14 | % | 14.18 | % | |||||||||
Pacific Crest Bank |
|||||||||||||||||||
Leverage ratio | 9.82 | % | 9.52 | % | 9.61 | % | 9.17 | % | 8.91 | % | |||||||||
Tier 1 risk-based capital ratio | 11.69 | % | 11.75 | % | 11.22 | % | 11.89 | % | 11.90 | % | |||||||||
Total risk-based capital ratio | 12.94 | % | 13.00 | % | 12.47 | % | 13.15 | % | 13.16 | % | |||||||||
Regulatory Capital Data: | |||||||||||||||||||
Pacific Crest Capital, Inc. | |||||||||||||||||||
Tier 1 capital | $ | 54,584 | $ | 52,568 | $ | 50,887 | $ | 50,076 | $ | 49,103 | |||||||||
Total risk-based capital | 63,950 | 62,281 | 61,165 | 60,145 | 59,330 | ||||||||||||||
Average total assets | 547,581 | 551,515 | 536,150 | 552,675 | 560,153 | ||||||||||||||
Risk-weighted assets | 458,786 | 446,093 | 457,958 | 425,425 | 418,364 | ||||||||||||||
Pacific Crest Bank |
|||||||||||||||||||
Tier 1 capital | $ | 53,389 | $ | 52,154 | $ | 51,165 | $ | 50,340 | $ | 49,549 | |||||||||
Total risk-based capital | 59,135 | 57,739 | 56,895 | 55,659 | 54,781 | ||||||||||||||
Average total assets | 543,465 | 547,735 | 532,367 | 548,779 | 556,130 | ||||||||||||||
Risk-weighted assets | 456,889 | 443,988 | 456,171 | 423,296 | 416,393 |
17
QUARTERLY INCOME STATEMENTS
(in thousands)
|
Three Months Ended |
||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
June 30, 2002 |
March 31, 2002 |
December 31, 2001 |
September 30, 2001 |
June 30, 2001 |
||||||||||||
Interest income: | |||||||||||||||||
Loans | $ | 9,380 | $ | 9,503 | $ | 9,897 | $ | 9,428 | $ | 9,338 | |||||||
Securities purchased under resale agreements | 18 | 103 | 104 | 135 | 85 | ||||||||||||
Investment securities available for sale | 1,032 | 758 | 855 | 1,760 | 2,323 | ||||||||||||
Total interest income | 10,430 | 10,364 | 10,856 | 11,323 | 11,746 | ||||||||||||
Interest expense: | |||||||||||||||||
Checking accounts | 61 | 63 | 76 | 107 | 107 | ||||||||||||
Savings accounts | 669 | 701 | 814 | 1,182 | 1,288 | ||||||||||||
Certificates of deposit | 2,681 | 2,990 | 3,302 | 3,960 | 4,593 | ||||||||||||
Total interest on deposits | 3,411 | 3,754 | 4,192 | 5,249 | 5,988 | ||||||||||||
Securities sold under repurchase agreements | | | 5 | 29 | 28 | ||||||||||||
State of California borrowings | | | | 193 | 134 | ||||||||||||
FHLB advances | 401 | 311 | 166 | | | ||||||||||||
Term borrowings | 521 | 663 | 677 | 677 | 670 | ||||||||||||
Trust preferred securities | 405 | 404 | 404 | 404 | 405 | ||||||||||||
Total interest on borrowings | 1,327 | 1,378 | 1,252 | 1,303 | 1,237 | ||||||||||||
Total interest expense | 4,738 | 5,132 | 5,444 | 6,552 | 7,225 | ||||||||||||
Net interest income | 5,692 | 5,232 | 5,412 | 4,771 | 4,521 | ||||||||||||
Provision for loan losses | 150 | 100 | 430 | 150 | 40 | ||||||||||||
Net interest income after provision for loan losses | 5,542 | 5,132 | 4,982 | 4,621 | 4,481 | ||||||||||||
Non-interest income: | |||||||||||||||||
Loan prepayment and late fee income | 151 | 206 | 88 | 47 | 78 | ||||||||||||
Gain (loss) on sale of SBA 7(a) loans | 196 | | (10 | ) | 95 | 149 | |||||||||||
Gain on sale of SBA 504 loans and broker fee income | 300 | 132 | 205 | 69 | 131 | ||||||||||||
Gain (loss) on sale of investment securities | | | | 106 | 1 | ||||||||||||
Other income | 220 | 286 | 614 | 219 | 200 | ||||||||||||
Total non-interest income | 867 | 624 | 897 | 536 | 559 | ||||||||||||
Non-interest expense: | |||||||||||||||||
Salaries and employee benefits | 2,089 | 2,181 | 2,179 | 1,718 | 1,654 | ||||||||||||
Net occupancy expenses | 516 | 405 | 466 | 397 | 411 | ||||||||||||
Communication and data processing | 268 | 246 | 295 | 247 | 262 | ||||||||||||
Legal, audit, and other professional fees | 180 | (1 | ) | 479 | 261 | 133 | |||||||||||
Travel and entertainment | 135 | 107 | 144 | 105 | 121 | ||||||||||||
Other expenses | 137 | 138 | 140 | 120 | 135 | ||||||||||||
Total operating expenses | 3,325 | 3,076 | 3,703 | 2,848 | 2,716 | ||||||||||||
Credit and collection expenses | 22 | | | | | ||||||||||||
OREO valuation adjustments and other expenses | | | | | | ||||||||||||
Total non-interest expense | 3,347 | 3,076 | 3,703 | 2,848 | 2,716 | ||||||||||||
Income before income taxes | 3,062 | 2,680 | 2,176 | 2,309 | 2,324 | ||||||||||||
Income tax provision | 1,319 | 1,157 | 810 | 989 | 971 | ||||||||||||
Net income | $ | 1,743 | $ | 1,523 | $ | 1,366 | $ | 1,320 | $ | 1,353 | |||||||
18
QUARTERLY BALANCE SHEETS
(in thousands)
|
June 30, 2002 |
March 31, 2002 |
December 31, 2001 |
September 30, 2001 |
June 30, 2001 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Cash | $ | 7,367 | $ | 6,920 | $ | 2,508 | $ | 3,298 | $ | 4,943 | ||||||||
Securities purchased under resale agreements | 3,456 | 4,162 | 16,174 | 33,312 | 4,990 | |||||||||||||
Cash and cash equivalents | 10,823 | 11,082 | 18,682 | 36,610 | 9,933 | |||||||||||||
Investment securities available for sale: | ||||||||||||||||||
U.S. agency callable bonds | | | | | 78,981 | |||||||||||||
U.S. agency mortgage-backed securities | 66,820 | 73,988 | 55,169 | 61,363 | 58,748 | |||||||||||||
Corporate debt securities | 4,133 | 4,128 | 4,124 | 4,120 | 4,117 | |||||||||||||
Total amortized cost | 70,953 | 78,116 | 59,293 | 65,483 | 141,846 | |||||||||||||
Unrealized gain (loss) | 511 | (606 | ) | (341 | ) | 284 | (493 | ) | ||||||||||
Total market value | 71,464 | 77,510 | 58,952 | 65,767 | 141,353 | |||||||||||||
Loans: | ||||||||||||||||||
Commercial real estate loans | 434,327 | 422,326 | 430,420 | 400,275 | 382,292 | |||||||||||||
SBA business loans | 25,687 | 24,189 | 24,166 | 20,356 | 15,712 | |||||||||||||
Other loans | 8,580 | 7,830 | 7,393 | 4,114 | 959 | |||||||||||||
Gross loans | 468,594 | 454,345 | 461,979 | 424,745 | 398,963 | |||||||||||||
Deferred loan costs (fees) | 21 | 7 | (4 | ) | 13 | (24 | ) | |||||||||||
Allowance for loan losses | (8,529 | ) | (8,376 | ) | (7,946 | ) | (7,559 | ) | (7,414 | ) | ||||||||
Net loans | 460,086 | 445,976 | 454,029 | 417,199 | 391,525 | |||||||||||||
Other assets | 13,807 | 13,436 | 13,095 | 11,586 | 13,114 | |||||||||||||
Total assets | $ | 556,180 | $ | 548,004 | $ | 544,758 | $ | 531,162 | $ | 555,925 | ||||||||
Deposits: | ||||||||||||||||||
Checking accounts | $ | 15,523 | $ | 18,836 | $ | 14,912 | $ | 17,296 | $ | 13,826 | ||||||||
Savings accounts | 133,407 | 133,509 | 136,145 | 143,551 | 138,541 | |||||||||||||
Certificates of deposit | 228,039 | 252,092 | 250,466 | 265,702 | 271,916 | |||||||||||||
Total deposits | 376,969 | 404,437 | 401,523 | 426,549 | 424,283 | |||||||||||||
Borrowings: | ||||||||||||||||||
State of California borrowings | | | | | 30,000 | |||||||||||||
FHLB advances | 82,500 | 40,000 | 40,000 | | | |||||||||||||
Term borrowings | 30,000 | 40,000 | 40,000 | 40,000 | 40,000 | |||||||||||||
Trust preferred securities | 17,250 | 17,250 | 17,250 | 17,250 | 17,250 | |||||||||||||
Total borrowings | 129,750 | 97,250 | 97,250 | 57,250 | 87,250 | |||||||||||||
Total interest-bearing liabilities | 506,719 | 501,687 | 498,773 | 483,799 | 511,533 | |||||||||||||
Other liabilities | 8,205 | 7,223 | 8,010 | 9,619 | 7,838 | |||||||||||||
Total liabilities | $ | 514,924 | $ | 508,910 | $ | 506,783 | $ | 493,418 | $ | 519,371 | ||||||||
Shareholders' equity: | ||||||||||||||||||
Common stock, at par | $ | 30 | $ | 30 | $ | 30 | $ | 30 | $ | 30 | ||||||||
Additional paid-in capital | 27,622 | 27,712 | 27,780 | 27,778 | 27,779 | |||||||||||||
Beginning retained earnings | 19,140 | 19,140 | 14,542 | 14,542 | 14,542 | |||||||||||||
Year-to-date earnings | 3,266 | 1,523 | 5,385 | 4,019 | 2,699 | |||||||||||||
Year-to-date dividends | (389 | ) | (194 | ) | (787 | ) | (594 | ) | (398 | ) | ||||||||
Common stock in treasury, at cost | (8,709 | ) | (8,766 | ) | (8,777 | ) | (8,195 | ) | (7,812 | ) | ||||||||
Total realized shareholders' equity | 40,960 | 39,445 | 38,173 | 37,580 | 36,840 | |||||||||||||
Accumulated other comprehensive income (loss)unrealized gain (loss) on investment securities, net of taxes | 296 | (351 | ) | (198 | ) | 164 | (286 | ) | ||||||||||
Total shareholders' equity | $ | 41,256 | $ | 39,094 | $ | 37,975 | $ | 37,744 | $ | 36,554 | ||||||||
19
QUARTERLY AVERAGE BALANCE SHEETS AND SPREAD DATA
(dollars in thousands)
|
Three Months Ended |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
June 30, 2002 |
March 31, 2002 |
December 31, 2001 |
September 30, 2001 |
June 30, 2001 |
||||||||||||||
Average Interest-Earning Assets: | |||||||||||||||||||
Loans, net of deferred loan fees | $ | 461,725 | $ | 458,994 | $ | 445,169 | $ | 413,909 | $ | 400,013 | |||||||||
Securities purchased under resale agreements | 3,897 | 25,620 | 20,353 | 15,719 | 7,655 | ||||||||||||||
Investment securities available for sale: | |||||||||||||||||||
Callable bonds | | | | 51,714 | 80,410 | ||||||||||||||
Mortgage-backed securities | 70,687 | 55,187 | 58,861 | 58,951 | 61,770 | ||||||||||||||
Corporate debt securities | 4,131 | 4,126 | 4,122 | 4,119 | 4,115 | ||||||||||||||
Total investment securities | 74,818 | 59,313 | 62,983 | 114,784 | 146,295 | ||||||||||||||
Total interest-earning assets | $ | 540,440 | $ | 543,927 | $ | 528,505 | $ | 544,412 | $ | 553,963 | |||||||||
Average Interest-Bearing Liabilities: | |||||||||||||||||||
Checking accounts | $ | 15,861 | $ | 14,831 | $ | 16,779 | $ | 15,276 | $ | 13,789 | |||||||||
Savings accounts | 133,524 | 135,381 | 140,005 | 141,308 | 139,438 | ||||||||||||||
Certificates of deposit | 243,979 | 256,477 | 253,219 | 268,154 | 291,460 | ||||||||||||||
Total deposits | 393,364 | 406,689 | 410,003 | 424,738 | 444,687 | ||||||||||||||
Securities sold under repurchase agreements | | | 826 | 2,918 | 2,536 | ||||||||||||||
State of California borrowings | | | | 20,946 | 12,077 | ||||||||||||||
FHLB advances | 58,332 | 40,000 | 20,870 | | | ||||||||||||||
Term borrowings | 31,099 | 40,000 | 40,000 | 40,000 | 40,000 | ||||||||||||||
Trust preferred securities | 17,250 | 17,250 | 17,250 | 17,250 | 17,250 | ||||||||||||||
Total borrowings | 106,681 | 97,250 | 78,946 | 81,114 | 71,863 | ||||||||||||||
Total interest-bearing liabilities | $ | 500,045 | $ | 503,939 | $ | 488,949 | $ | 505,852 | $ | 516,550 | |||||||||
Yields on Average Interest-Earning Assets: | |||||||||||||||||||
Loans, net of deferred loan fees | 8.15 | % | 8.40 | % | 8.82 | % | 9.04 | % | 9.36 | % | |||||||||
Securities purchased under resale agreements | 1.85 | % | 1.63 | % | 2.03 | % | 3.41 | % | 4.45 | % | |||||||||
Investment securities available for sale: | |||||||||||||||||||
Callable bonds | | | | 6.51 | % | 6.56 | % | ||||||||||||
Mortgage-backed securities | 5.62 | % | 5.21 | % | 5.48 | % | 5.81 | % | 6.04 | % | |||||||||
Corporate debt securities | 3.78 | % | 3.78 | % | 4.66 | % | 6.02 | % | 7.00 | % | |||||||||
Total investment securities | 5.52 | % | 5.11 | % | 5.43 | % | 6.13 | % | 6.35 | % | |||||||||
Total interest-earning assets | 7.74 | % | 7.73 | % | 8.15 | % | 8.25 | % | 8.50 | % | |||||||||
Rates on Average Interest-Bearing Liabilities: | |||||||||||||||||||
Checking accounts | 1.54 | % | 1.72 | % | 1.80 | % | 2.78 | % | 3.11 | % | |||||||||
Savings accounts | 2.01 | % | 2.10 | % | 2.31 | % | 3.32 | % | 3.70 | % | |||||||||
Certificates of deposit | 4.41 | % | 4.73 | % | 5.17 | % | 5.86 | % | 6.32 | % | |||||||||
Total deposits | 3.48 | % | 3.74 | % | 4.06 | % | 4.90 | % | 5.40 | % | |||||||||
Securities sold under repurchase agreements | | | 2.40 | % | 3.94 | % | 4.43 | % | |||||||||||
State of California borrowings | | | | 3.61 | % | 4.39 | % | ||||||||||||
FHLB advances | 2.76 | % | 3.15 | % | 3.18 | % | | | |||||||||||
Term borrowings | 6.63 | % | 6.63 | % | 6.62 | % | 6.62 | % | 6.63 | % | |||||||||
Trust preferred securities | 9.39 | % | 9.37 | % | 9.37 | % | 9.37 | % | 9.39 | % | |||||||||
Total borrowings | 4.96 | % | 5.68 | % | 6.27 | % | 6.33 | % | 6.84 | % | |||||||||
Total interest-bearing liabilities | 3.80 | % | 4.13 | % | 4.42 | % | 5.14 | % | 5.61 | % | |||||||||
Net Interest Rate Spread | 3.94 | % | 3.60 | % | 3.73 | % | 3.11 | % | 2.89 | % | |||||||||
Net Interest Margin | 4.22 | % | 3.90 | % | 4.06 | % | 3.48 | % | 3.27 | % | |||||||||
20
Average Balances, Interest Income and Expense, Yields and Rates
Three Months Ended June 30, 2002 and 2001
The following table presents the Company's consolidated average balance sheets, together with the total dollar amounts of interest income and interest expense and the weighted average interest yields/rates for the periods presented. All average balances are daily average balances (dollars in thousands):
|
Three Months Ended June 30, |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||||||||||||||||
|
Average Balance |
Interest Income/ Expense |
Average Yield/ Rate |
Average Balance |
Interest Income/ Expense |
Average Yield/ Rate |
|||||||||||||||
Interest-Earning Assets: | |||||||||||||||||||||
Loans (1) | $ | 461,725 | $ | 9,380 | 8.15 | % | $ | 400,013 | $ | 9,338 | 9.36 | % | |||||||||
Securities purchased under resale agreements | 3,897 | 18 | 1.85 | % | 7,655 | 85 | 4.45 | % | |||||||||||||
Investment securities available for sale (2): | |||||||||||||||||||||
U.S. government sponsored agency securities: | |||||||||||||||||||||
Callable bonds | | | 0.00 | % | 80,410 | 1,318 | 6.56 | % | |||||||||||||
Mortgage-backed securities | 70,687 | 993 | 5.62 | % | 61,770 | 933 | 6.04 | % | |||||||||||||
Corporate debt securities | 4,131 | 39 | 3.78 | % | 4,115 | 72 | 7.00 | % | |||||||||||||
Total investment securities | 74,818 | 1,032 | 5.52 | % | 146,295 | 2,323 | 6.35 | % | |||||||||||||
Total interest-earning assets | 540,440 | 10,430 | 7.74 | % | 553,963 | 11,746 | 8.50 | % | |||||||||||||
Non-interest-earning assets | 15,668 | 13,361 | |||||||||||||||||||
Less: allowance for loan losses | (8,441 | ) | (7,460 | ) | |||||||||||||||||
Total assets | $ | 547,667 | $ | 559,864 | |||||||||||||||||
Interest-Bearing Liabilities: | |||||||||||||||||||||
Checking accounts | $ | 15,861 | 61 | 1.54 | % | $ | 13,789 | 107 | 3.11 | % | |||||||||||
Savings accounts | 133,524 | 669 | 2.01 | % | 139,438 | 1,288 | 3.70 | % | |||||||||||||
Certificates of deposit | 243,979 | 2,681 | 4.41 | % | 291,460 | 4,593 | 6.32 | % | |||||||||||||
Total deposits | 393,364 | 3,411 | 3.48 | % | 444,687 | 5,988 | 5.40 | % | |||||||||||||
Securities sold under repurchase agreements | | | 0.00 | % | 2,536 | 28 | 4.43 | % | |||||||||||||
State of California borrowings | | | 0.00 | % | 12,077 | 134 | 4.39 | % | |||||||||||||
FHLB advances | 58,332 | 401 | 2.76 | % | | | 0.00 | % | |||||||||||||
Term borrowings | 31,099 | 521 | 6.63 | % | 40,000 | 670 | 6.63 | % | |||||||||||||
Trust preferred securities | 17,250 | 405 | 9.39 | % | 17,250 | 405 | 9.39 | % | |||||||||||||
Total borrowings | 106,681 | 1,327 | 4.96 | % | 71,863 | 1,237 | 6.84 | % | |||||||||||||
Total interest-bearing liabilities | 500,045 | 4,738 | 3.80 | % | 516,550 | 7,225 | 5.61 | % | |||||||||||||
Non-interest-bearing liabilities | 7,676 | 7,539 | |||||||||||||||||||
Shareholders' equity | 39,946 | 35,775 | |||||||||||||||||||
Total liabilities and shareholders' equity | $ | 547,667 | $ | 559,864 | |||||||||||||||||
Excess of interest-earning assets over interest-bearing liabilities | $ | 40,395 | $ | 37,413 | |||||||||||||||||
Net interest income | $ | 5,692 | $ | 4,521 | |||||||||||||||||
Net interest rate spread (3) | 3.94 | % | 2.89 | % | |||||||||||||||||
Net interest margin (4) | 4.22 | % | 3.27 | % | |||||||||||||||||
21
Net Changes in Average Balances, Composition, Yields and Rates
Three Months Ended June 30, 2002 and 2001
The following table sets forth the composition of average interest-earning assets and average interest-bearing liabilities by category and by the percentage of each category to the total for the periods indicated, including the change in average balance, composition, and yield/rate between these respective periods (dollars in thousands):
|
Three Months Ended June 30, |
|
|
|
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
Increase (Decrease) |
|||||||||||||||||||||
|
Average Balance |
% of Total |
Average Yield/ Rate |
Average Balance |
% of Total |
Average Yield/ Rate |
Average Balance |
% of Total |
Average Yield/ Rate |
|||||||||||||||
Interest-Earning Assets: | ||||||||||||||||||||||||
Loans | $ | 461,725 | 85.5 | % | 8.15 | % | $ | 400,013 | 72.2 | % | 9.36 | % | $ | 61,712 | 13.3 | % | (1.21 | %) | ||||||
Securities purchased under resale agreements | 3,897 | 0.7 | % | 1.85 | % | 7,655 | 1.4 | % | 4.45 | % | (3,758 | ) | (0.7 | %) | (2.60 | %) | ||||||||
Investment securities available for sale: | ||||||||||||||||||||||||
U.S. government sponsored agency securities: | ||||||||||||||||||||||||
Callable bonds | | | 0.00 | % | 80,410 | 14.5 | % | 6.56 | % | (80,410 | ) | (14.5 | %) | (6.56 | %) | |||||||||
Mortgage-backed securities | 70,687 | 13.1 | % | 5.62 | % | 61,770 | 11.2 | % | 6.04 | % | 8,917 | 1.9 | % | (0.42 | %) | |||||||||
Corporate debt securities | 4,131 | 0.7 | % | 3.78 | % | 4,115 | 0.7 | % | 7.00 | % | 16 | 0.0 | % | (3.22 | %) | |||||||||
Total investment securities | 74,818 | 13.8 | % | 5.52 | % | 146,295 | 26.4 | % | 6.35 | % | (71,477 | ) | (12.6 | %) | (0.83 | %) | ||||||||
Total interest-earning assets | $ | 540,440 | 100.0 | % | 7.74 | % | $ | 553,963 | 100.0 | % | 8.50 | % | $ | (13,523 | ) | (0.76 | %) | |||||||
Interest-Bearing Liabilities: | ||||||||||||||||||||||||
Checking accounts | $ | 15,861 | 3.2 | % | 1.54 | % | $ | 13,789 | 2.7 | % | 3.11 | % | $ | 2,072 | 0.5 | % | (1.57 | %) | ||||||
Savings accounts | 133,524 | 26.7 | % | 2.01 | % | 139,438 | 27.0 | % | 3.70 | % | (5,914 | ) | (0.3 | %) | (1.69 | %) | ||||||||
Certificates of deposit | 243,979 | 48.8 | % | 4.41 | % | 291,460 | 56.4 | % | 6.32 | % | (47,481 | ) | (7.6 | %) | (1.91 | %) | ||||||||
Total deposits | 393,364 | 78.7 | % | 3.48 | % | 444,687 | 86.1 | % | 5.40 | % | (51,323 | ) | (7.4 | %) | (1.92 | %) | ||||||||
Securities sold under repurchase agreements | | | 0.00 | % | 2,536 | 0.5 | % | 4.43 | % | (2,536 | ) | (0.5 | %) | (4.43 | %) | |||||||||
State of California borrowings | | | 0.00 | % | 12,077 | 2.3 | % | 4.39 | % | (12,077 | ) | (2.3 | %) | (4.39 | %) | |||||||||
FHLB advances | 58,332 | 11.7 | % | 2.76 | % | | | 0.00 | % | 58,332 | 11.7 | % | 2.76 | % | ||||||||||
Term borrowings | 31,099 | 6.2 | % | 6.63 | % | 40,000 | 7.8 | % | 6.63 | % | (8,901 | ) | (1.6 | %) | 0.00 | % | ||||||||
Trust preferred securities | 17,250 | 3.4 | % | 9.39 | % | 17,250 | 3.3 | % | 9.39 | % | | 0.1 | % | 0.00 | % | |||||||||
Total borrowings | 106,681 | 21.3 | % | 4.96 | % | 71,863 | 13.9 | % | 6.84 | % | 34,818 | 7.4 | % | (1.88 | %) | |||||||||
Total interest-bearing liabilities | $ | 500,045 | 100.0 | % | 3.80 | % | $ | 516,550 | 100.0 | % | 5.61 | % | $ | (16,505 | ) | (1.81 | %) | |||||||
Excess of interest-earning assets over interest-bearing liabilities | $ | 40,395 | $ | 37,413 | $ | 2,982 | ||||||||||||||||||
Net interest rate spread | 3.94 | % | 2.89 | % | 1.05 | % | ||||||||||||||||||
Net interest margin | 4.22 | % | 3.27 | % | 0.95 | % |
22
Volume and Rate Variance Analysis of Net Interest Income
Three Months Ended June 30, 2002 and 2001
The following table presents the dollar amount of changes in interest income and interest expense due to changes in average balances of interest-earning assets and interest-bearing liabilities and changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume (i.e. changes in average balance multiplied by prior period rate) and (ii) changes in rate (i.e. changes in rate multiplied by prior period average balance). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately based on the absolute dollar amounts of the changes due to volume and rate (dollars in thousands):
|
Three Months Ended June 30, 2002 vs. 2001 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Increase (Decrease) Due To |
|||||||||||||
|
Volume |
Rate |
Total |
|||||||||||
Interest Income: | ||||||||||||||
Loans | $ | 1,336 | $ | (1,294 | ) | $ | 42 | |||||||
Securities purchased under resale agreements | (31 | ) | (36 | ) | (67 | ) | ||||||||
Investment securities available for sale: | ||||||||||||||
U.S. government sponsored agency securities: | ||||||||||||||
Callable bonds | (1,318 | ) | | (1,318 | ) | |||||||||
Mortgage-backed securities | 128 | (68 | ) | 60 | ||||||||||
Corporate debt securities | | (33 | ) | (33 | ) | |||||||||
Total investment securities | (1,190 | ) | (101 | ) | (1,291 | ) | ||||||||
Total interest income | 115 | (1,431 | ) | (1,316 | ) | |||||||||
Interest Expense: | ||||||||||||||
Checking accounts | 14 | (60 | ) | (46 | ) | |||||||||
Savings accounts | (53 | ) | (566 | ) | (619 | ) | ||||||||
Certificates of deposit | (670 | ) | (1,242 | ) | (1,912 | ) | ||||||||
Total deposits | (709 | ) | (1,868 | ) | (2,577 | ) | ||||||||
Securities sold under repurchase agreements | (28 | ) | | (28 | ) | |||||||||
State of California borrowings | (134 | ) | | (134 | ) | |||||||||
FHLB advances | 401 | | 401 | |||||||||||
Term borrowings | (149 | ) | | (149 | ) | |||||||||
Trust preferred securities | | | | |||||||||||
Total borrowings | 90 | | 90 | |||||||||||
Total interest expense | (619 | ) | (1,868 | ) | (2,487 | ) | ||||||||
Net Interest Income | $ | 734 | $ | 437 | $ | 1,171 | ||||||||
Net Interest IncomeThree Months Analysis
On an overall basis, net interest income grew by $1.2 million, to $5.7 million, during the three months ended June 30, 2002 compared to the same period in 2001, primarily due to a decline in interest expense, which was attributable to the Company's lowering of interest rates on its deposits and related deposit run-off. The decreases in interest rates on the Company's deposits resulted from a lower interest rate environment due to the reduction of 475 basis points, to 1.75%, in the federal funds rate by the Federal Reserve in 2001. Partially offsetting the decline in interest expense was a drop in interest income, which was principally due to the calls and sales of the Company's callable bonds in 2001.
23
On a volume and rate analysis basis, the growth in net interest income was primarily due to a $734,000 increase attributable to changes in volume. This was principally due to an increase in interest income attributable to loan growth, and a decrease in interest expense resulting from deposit run-off. Partially offsetting these factors was a reduction in interest income resulting from the calls and sales of the Company's callable bonds.
Contributing to the above $734,000 growth in net interest income attributable to changes in volume, was a $437,000 increase due to changes in interest rates. This was primarily attributable to a decrease in interest expense resulting from the Company's lowering of the interest rates on its deposits. This factor was partially offset by a decrease in interest income on loans, which resulted from the downward repricing of the Company's adjustable rate loans and the weighted average interest rate on loan payoffs exceeding the weighted average interest rate on loan originations. All of these factors resulted from a lower interest rate environment attributable to a cumulative 475 basis point reduction, to 1.75%, in the federal funds rate by the Federal Reserve during 2001.
The impact of the federal funds rate decreases in 2001 caused downward repricing on the Company's adjustable rate loans, especially those tied to the prime rate. The federal funds rate is the rate at which banks lend to each other in the overnight market. Reductions in the federal funds rate generally result in reductions of the prime rates offered by major banks, including Bank of America. The Company's prime rate loans are priced at a margin above either Bank of America's prime lending rate or the published Wall Street Journal prime lending rate. As of June 30, 2002, 84.9% and 40.7% of the Company's loan portfolio consisted of adjustable rate loans and prime rate loans, respectively.
The downward repricing of the Company's adjustable rate loans was partially offset by the impact of the interest rate floors that exist on most of the Company's adjustable rate loans. Interest rate floors protect the Company in a declining interest rate environment, as affected loans do not reprice downward to their fully indexed rate when interest rates fall. Another offsetting factor was that the Company's adjustable rate loans generally can reprice only up to a maximum of 200 basis points in a year, and thus did not reprice downward the full 475 basis points of the federal funds rate.
The net interest rate spread grew by 105 basis points, to 3.94%, during the three months ended June 30, 2002, compared to the same period in 2001. This was primarily due to a decrease of 181 basis points, to 3.80%, in the rate paid on average total interest-bearing liabilities, partially offset by a decrease of 76 basis points, to 7.74%, in the yield earned on average total interest-earning assets. The decrease in the rate paid on average total interest-bearing liabilities was principally attributable to the previously mentioned lowering by the Company of the interest rates on its deposits, partially offset by a change in the composition of the Company's average total interest-bearing liabilities to higher rate borrowings from lower rate deposits. The decrease in the yield earned on average total interest-earning assets was primarily due to a decline in the yield on loans, partially offset by a change in the composition of average total interest-earning assets to higher yield loans from lower yield investment securities, which resulted principally from the calls and sales of the callable bonds.
Total Interest IncomeThree Months Analysis
Total interest income decreased by $1.3 million, to $10.4 million, during the three months ended June 30, 2002 compared to the same period in 2001. This was primarily due to a decline in the yield earned on average total interest-earning assets, which decreased interest income by $1.4 million.
Average total interest-earning assets declined by $13.5 million, to $540.4 million, during the second quarter of 2002 compared to the same period in 2001, and was principally due to a reduction in average callable bonds of $80.4 million, partially offset by increases of $61.7 million and $8.9 million in average loans and average mortgage-backed securities, respectively. The changes in average investment securities and average loans resulted in a shift in the mix of average total interest-earning assets to higher yield loans from lower yield investment securities. The percentage of average loans to average
24
total interest-earning assets increased to 85.5% during the three months ended June 30, 2002 from 72.2% during the same period in 2001.
The reduction in average callable bonds of $80.4 million, to zero, was due to the liquidation of the Company's fixed rate callable bond portfolio during the first nine months of 2001. The liquidation occurred primarily through issuer calls of $219.2 million, as well as Company sales of $10.0 million. The issuer calls were attributable to the declining interest rate environment caused by the Federal Reserve's 350 basis point lowering of the federal funds rate during the first nine months of 2001.
The increase in average mortgage-backed securities of $8.9 million, to $70.7 million, was primarily due to fixed rate purchases of $25.5 million, in March of 2002, partially offset by principal payments received on these securities. The purchases made in March of 2002 were funded with the proceeds from the redemption of lower yielding short-term securities purchased under resale agreements, which increased interest income in the second quarter of 2002.
The yield earned on average total interest-earning assets decreased by 76 basis points, to 7.74%, during the three months ended June 30, 2002 compared to the same period in 2001, primarily due to the following decreases in yields attributable to the declining interest rate environment during 2001, which continued into the first six months of 2002:
Partially offsetting the decline in the yield earned on average total interest-earning assets was the change in the composition of average total interest-earning assets to higher yield loans from lower yield investment securities.
Total Interest ExpenseThree Months Analysis
Total interest expense decreased by $2.5 million, to $4.7 million, during the three months ended June 30, 2002 compared to the same period in 2001. This was due to a decline in the rate paid on average interest-bearing liabilities, which decreased interest expense by $1.9 million, as well as to a reduction in the balance of these liabilities, which reduced interest expense by $0.6 million.
Average total interest-bearing liabilities declined by $16.5 million, to $500.0 million, during the second quarter of 2002 compared to the same period in 2001, and was primarily due to a decrease of $51.3 million in average deposits, partially offset by an increase of $34.8 million in average borrowings. The changes in average deposits and average borrowings resulted in a shift in the mix of average total interest-bearing liabilities to higher rate borrowings from lower rate deposits. The percentage of average borrowings to average total interest-bearing liabilities increased to 21.3% during the three months ended June 30, 2002 from 13.9% during the same period in 2001.
The decline in average deposits of $51.3 million, to $393.4 million, during the second quarter of 2002 compared to the second quarter of 2001, was principally due to reductions of $47.5 million and
25
$5.9 million in average certificates of deposit and average savings accounts, respectively. These decreases were primarily attributable to the Company's lowering of interest rates on all of its deposit products in anticipation of and in response to the 475 basis point reduction in the federal funds rate by the Federal Reserve during 2001.
The changes in the average balances of the Company's deposit products resulted in a shift in the composition of average deposits to lower rate checking and savings accounts from higher rate certificates of deposit. This reflected the Company's strategy and efforts to help reduce the overall cost of its deposits. The percentage of average checking and savings accounts to average deposits rose to 38.0% during the second quarter of 2002, from 34.5% during the second quarter of 2001.
The growth in average borrowings of $34.8 million, to $106.7 million, during the three months ended June 30, 2002 compared to the same period in 2001, was principally due to increases of $40.0 million and $18.3 million in average long-term and short-term FHLB advances, respectively. The Company obtained $40.0 million of long-term, fixed rate FHLB advances during the fourth quarter of 2001. The Company started using short-term, variable rate FHLB advances during the second quarter of 2002. The increase in FHLB advances was partially offset by decreases of $12.1 million and $2.5 million in short-term average State of California borrowings and average securities sold under repurchase agreements, respectively, as well as a decrease of $8.9 million in average term borrowings. Theshort-term borrowings matured at various times during 2001 and were paid off by the Company primarily using the proceeds from the calls and sales of the callable bonds. The average term borrowings declined due to $10.0 million which matured in April of 2002 and bore an interest rate of 6.65%. The Company paid off this borrowing using a lower rate, short-term FHLB advance.
The rate on average total interest-bearing liabilities decreased by 181 basis points, to 3.80%, during the three months ended June 30, 2002 compared to the same period in 2001, and was principally due to the reduction of 192 basis points, to 3.48%, in the rate on average deposits, as well as the reduction of 188 basis points, to 4.96%, in the rate on average borrowings. Partially offsetting these factors was a shift in the mix of average total interest-bearing liabilities to higher rate borrowings from lower rate deposits.
The 192 basis point decline in the rate on average deposits reflected the Company's lowering of interest rates on its deposit products, which resulted in reductions of 157 basis points, 169 basis points, and 191 basis points in the rates on average checking accounts, average savings accounts, and average certificates of deposit, respectively. Contributing to the decrease in the rate on average deposits was a change in the composition of average deposits to lower rate checking and savings accounts from higher rate certificates of deposit.
The Company anticipates that the rate on its average certificates of deposit will decline in the last six months of 2002, from the 4.41% average rate for the second quarter of 2002, as older, higher rate certificates mature and are replaced by newer, lower rate certificates. The current tiered certificate of deposit rates offered by the Company as of March 6, 2002, the date of the Company's most recent rate changes, are one basis point to 218 basis points below the 4.41% average rate for the 2002 second quarter, and are listed as follows:
26
The 188 basis point decrease in the rate on average borrowings was primarily due to the change in the composition of average borrowings resulting from (i) the payoffs and maturities during 2001 of short-term securities sold under repurchase agreements and State of California borrowings, bearing higher average rates of 4.43% and 4.39%, respectively, for the three months ended June 30, 2001, (ii) the addition during the fourth quarter of 2001 of long-term, fixed rate FHLB advances, bearing a lower average rate of 3.16% for the three months ended June 30, 2002, and (iii) the addition during the second quarter of 2002 of short-term, variable rate FHLB advances, bearing a lower average rate of 1.88% for the three months ended June 30, 2002.
Average Balances, Interest Income and Expense, Yields and Rates
Six Months Ended June 30, 2002 and 2001
The following table presents the Company's consolidated average balance sheets, together with the total dollar amounts of interest income and interest expense and the weighted average interest yields/rates for the periods presented. All average balances are daily average balances (dollars in thousands):
|
Six Months Ended June 30, |
||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
|||||||||||||||||||
|
Average Balance |
Interest Income/ Expense |
Average Yield/ Rate |
Average Balance |
Interest Income/ Expense |
Average Yield/ Rate |
|||||||||||||||
Interest-Earning Assets: | |||||||||||||||||||||
Loans (1) | $ | 460,367 | $ | 18,883 | 8.27 | % | $ | 398,176 | $ | 18,766 | 9.50 | % | |||||||||
Securities purchased under resale agreements | 14,699 | 121 | 1.66 | % | 8,939 | 217 | 4.90 | % | |||||||||||||
Investment securities available for sale (2): | |||||||||||||||||||||
U.S. government sponsored agency securities: | |||||||||||||||||||||
Callable bonds | | | 0.00 | % | 123,659 | 4,011 | 6.49 | % | |||||||||||||
Mortgage-backed securities | 62,979 | 1,712 | 5.44 | % | 43,341 | 1,325 | 6.11 | % | |||||||||||||
Corporate debt securities | 4,128 | 78 | 3.78 | % | 4,113 | 155 | 7.54 | % | |||||||||||||
Total investment securities | 67,107 | 1,790 | 5.33 | % | 171,113 | 5,491 | 6.42 | % | |||||||||||||
Total interest-earning assets | 542,173 | 20,794 | 7.73 | % | 578,228 | 24,474 | 8.54 | % | |||||||||||||
Non-interest-earning assets | 15,728 | 13,202 | |||||||||||||||||||
Less: allowance for loan losses | (8,315 | ) | (7,404 | ) | |||||||||||||||||
Total assets | $ | 549,586 | $ | 584,026 | |||||||||||||||||
Interest-Bearing Liabilities: | |||||||||||||||||||||
Checking accounts | $ | 15,349 | 124 | 1.63 | % | $ | 13,584 | 220 | 3.27 | % | |||||||||||
Savings accounts | 134,447 | 1,370 | 2.05 | % | 142,229 | 2,857 | 4.05 | % | |||||||||||||
Certificates of deposit | 250,194 | 5,671 | 4.57 | % | 306,585 | 9,732 | 6.40 | % | |||||||||||||
Total deposits | 399,990 | 7,165 | 3.61 | % | 462,398 | 12,809 | 5.59 | % | |||||||||||||
Securities sold under repurchase agreements | | | 0.00 | % | 6,192 | 182 | 5.93 | % | |||||||||||||
State of California borrowings | | | 0.00 | % | 14,939 | 416 | 5.54 | % | |||||||||||||
FHLB advances | 49,216 | 712 | 2.92 | % | | | 0.00 | % | |||||||||||||
Term borrowings | 35,525 | 1,184 | 6.63 | % | 40,000 | 1,332 | 6.62 | % | |||||||||||||
Trust preferred securities | 17,250 | 809 | 9.38 | % | 17,250 | 809 | 9.38 | % | |||||||||||||
Total borrowings | 101,991 | 2,705 | 5.30 | % | 78,381 | 2,739 | 6.97 | % | |||||||||||||
Total interest-bearing liabilities | 501,981 | 9,870 | 3.97 | % | 540,779 | 15,548 | 5.80 | % | |||||||||||||
Non-interest-bearing liabilities | 8,429 | 8,062 | |||||||||||||||||||
Shareholders' equity | 39,176 | 35,185 | |||||||||||||||||||
Total liabilities and shareholders' equity | $ | 549,586 | $ | 584,026 | |||||||||||||||||
Excess of interest-earning assets over interest-bearing liabilities | $ | 40,192 | $ | 37,449 | |||||||||||||||||
Net interest income | $ | 10,924 | $ | 8,926 | |||||||||||||||||
Net interest rate spread (3) | 3.76 | % | 2.74 | % | |||||||||||||||||
Net interest margin (4) | 4.06 | % | 3.11 | % | |||||||||||||||||
27
Net Changes in Average Balances, Composition, Yields and Rates
Six Months Ended June 30, 2002 and 2001
The following table sets forth the composition of average interest-earning assets and average interest-bearing liabilities by category and by the percentage of each category to the total for the periods indicated, including the change in average balance, composition, and yield/rate between these respective periods (dollars in thousands):
|
Six Months Ended June 30, |
|
|
|
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2002 |
2001 |
Increase (Decrease) |
||||||||||||||||||||||
|
Average Balance |
% of Total |
Average Yield/ Rate |
Average Balance |
% of Total |
Average Yield/ Rate |
Average Balance |
% of Total |
Average Yield/ Rate |
||||||||||||||||
Interest-Earning Assets: | |||||||||||||||||||||||||
Loans | $ | 460,367 | 84.9 | % | 8.27 | % | $ | 398,176 | 68.9 | % | 9.50 | % | $ | 62,191 | 16.0 | % | (1.23 | %) | |||||||
Securities purchased under resale agreements | 14,699 | 2.7 | % | 1.66 | % | 8,939 | 1.5 | % | 4.90 | % | 5,760 | 1.2 | % | (3.24 | %) | ||||||||||
Investment securities available for sale: | |||||||||||||||||||||||||
U.S. government sponsored agency securities: | |||||||||||||||||||||||||
Callable bonds | | | 0.00 | % | 123,659 | 21.4 | % | 6.49 | % | (123,659 | ) | (21.4 | %) | (6.49 | %) | ||||||||||
Mortgage-backed securities | 62,979 | 11.6 | % | 5.44 | % | 43,341 | 7.5 | % | 6.11 | % | 19,638 | 4.1 | % | (0.67 | %) | ||||||||||
Corporate debt securities | 4,128 | 0.8 | % | 3.78 | % | 4,113 | 0.7 | % | 7.54 | % | 15 | 0.1 | % | (3.76 | %) | ||||||||||
Total investment securities | 67,107 | 12.4 | % | 5.33 | % | 171,113 | 29.6 | % | 6.42 | % | (104,006 | ) | (17.2 | %) | (1.09 | %) | |||||||||
Total interest-earning assets | $ | 542,173 | 100.0 | % | 7.73 | % | $ | 578,228 | 100.0 | % | 8.54 | % | $ | (36,055 | ) | (0.81 | %) | ||||||||
Interest-Bearing Liabilities: | |||||||||||||||||||||||||
Checking accounts | $ | 15,349 | 3.1 | % | 1.63 | % | $ | 13,584 | 2.5 | % | 3.27 | % | $ | 1,765 | 0.6 | % | (1.64 | %) | |||||||
Savings accounts | 134,447 | 26.8 | % | 2.05 | % | 142,229 | 26.3 | % | 4.05 | % | (7,782 | ) | 0.5 | % | (2.00 | %) | |||||||||
Certificates of deposit | 250,194 | 49.8 | % | 4.57 | % | 306,585 | 56.7 | % | 6.40 | % | (56,391 | ) | (6.9 | %) | (1.83 | %) | |||||||||
Total deposits | 399,990 | 79.7 | % | 3.61 | % | 462,398 | 85.5 | % | 5.59 | % | (62,408 | ) | (5.8 | %) | (1.98 | %) | |||||||||
Securities sold under repurchase agreements | | | 0.00 | % | 6,192 | 1.1 | % | 5.93 | % | (6,192 | ) | (1.1 | %) | (5.93 | %) | ||||||||||
State of California borrowings | | | 0.00 | % | 14,939 | 2.8 | % | 5.54 | % | (14,939 | ) | (2.8 | %) | (5.54 | %) | ||||||||||
FHLB advances | 49,216 | 9.8 | % | 2.92 | % | | | 0.00 | % | 49,216 | 9.8 | % | 2.92 | % | |||||||||||
Term borrowings | 35,525 | 7.1 | % | 6.63 | % | 40,000 | 7.4 | % | 6.62 | % | (4,475 | ) | (0.3 | %) | 0.01 | % | |||||||||
Trust preferred securities | 17,250 | 3.4 | % | 9.38 | % | 17,250 | 3.2 | % | 9.38 | % | | 0.2 | % | 0.00 | % | ||||||||||
Total borrowings | 101,991 | 20.3 | % | 5.30 | % | 78,381 | 14.5 | % | 6.97 | % | 23,610 | 5.8 | % | (1.67 | %) | ||||||||||
Total interest-bearing liabilities | $ | 501,981 | 100.0 | % | 3.97 | % | $ | 540,779 | 100.0 | % | 5.80 | % | $ | (38,798 | ) | (1.83 | %) | ||||||||
Excess of interest-earning assets over interest-bearing liabilities | $ | 40,192 | $ | 37,449 | $ | 2,743 | |||||||||||||||||||
Net interest rate spread | 3.76 | % | 2.74 | % | 1.02 | % | |||||||||||||||||||
Net interest margin | 4.06 | % | 3.11 | % | 0.95 | % |
28
Volume and Rate Variance Analysis of Net Interest Income
Six Months Ended June 30, 2002 and 2001
The following table presents the dollar amount of changes in interest income and interest expense due to changes in average balances of interest-earning assets and interest-bearing liabilities and changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume (i.e. changes in average balance multiplied by prior period rate) and (ii) changes in rate (i.e. changes in rate multiplied by prior period average balance). For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated proportionately based on the absolute dollar amounts of the changes due to volume and rate (dollars in thousands):
|
Six Months Ended June 30, 2002 vs. 2001 |
|||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Increase (Decrease) Due To |
|||||||||||||
|
Volume |
Rate |
Total |
|||||||||||
Interest Income: | ||||||||||||||
Loans | $ | 2,720 | $ | (2,603 | ) | $ | 117 | |||||||
Securities purchased under resale agreements | 94 | (190 | ) | (96 | ) | |||||||||
Investment securities available for sale: | ||||||||||||||
U.S. government sponsored agency securities: | ||||||||||||||
Callable bonds | (4,011 | ) | | (4,011 | ) | |||||||||
Mortgage-backed securities | 543 | (156 | ) | 387 | ||||||||||
Corporate debt securities | 1 | (78 | ) | (77 | ) | |||||||||
Total investment securities | (3,467 | ) | (234 | ) | (3,701 | ) | ||||||||
Total interest income | (653 | ) | (3,027 | ) | (3,680 | ) | ||||||||
Interest Expense: | ||||||||||||||
Checking accounts | 26 | (122 | ) | (96 | ) | |||||||||
Savings accounts | (148 | ) | (1,339 | ) | (1,487 | ) | ||||||||
Certificates of deposit | (1,590 | ) | (2,471 | ) | (4,061 | ) | ||||||||
Total deposits | (1,712 | ) | (3,932 | ) | (5,644 | ) | ||||||||
Securities sold under repurchase agreements | (182 | ) | | (182 | ) | |||||||||
State of California borrowings | (416 | ) | | (416 | ) | |||||||||
FHLB advances | 712 | | 712 | |||||||||||
Term borrowings | (148 | ) | | (148 | ) | |||||||||
Trust preferred securities | | | | |||||||||||
Total borrowings | (34 | ) | | (34 | ) | |||||||||
Total interest expense | (1,746 | ) | (3,932 | ) | (5,678 | ) | ||||||||
Net interest income | $ | 1,093 | $ | 905 | $ | 1,998 | ||||||||
Net Interest IncomeSix Months Analysis
On an overall basis, net interest income grew by $2.0 million, to $10.9 million, during the six months ended June 30, 2002 compared to the same period in 2001, primarily due to a decline in interest expense, which was attributable to the Company's lowering of interest rates on its deposits and related deposit run-off. The decreases in interest rates on the Company's deposits resulted from a lower interest rate environment due to the reduction of 475 basis points, to 1.75%, in the federal funds rate by the Federal Reserve in 2001. Partially offsetting the decline in interest expense was a drop in interest income, which was principally due to the calls and sales of the Company's callable bonds in 2001.
29
On a volume and rate analysis basis, the growth in net interest income was primarily due to a $1.1 million increase attributable to changes in volume. This was principally due to an increase in interest income attributable to growth in loans and mortgage-backed securities, and a decrease in interest expense resulting from deposit run-off. Partially offsetting these factors was a reduction in interest income resulting from the calls and sales of the Company's callable bonds.
Contributing to the above $1.1 million growth in net interest income attributable to changes in volume, was a $905,000 increase due to interest rates. This was primarily attributable to a decrease in interest expense resulting from the Company's lowering of the interest rates on its deposits. This factor was partially offset by a decrease in interest income on loans, which resulted from the downward repricing of the Company's adjustable rate loans and the weighted average interest rate on loan payoffs exceeding the weighted average interest rate on loan originations. All of these factors resulted from a lower interest rate environment attributable to a cumulative 475 basis point reduction, to 1.75%, in the federal funds rate by the Federal Reserve during 2001.
The net interest rate spread grew by 102 basis points, to 3.76%, during the six months ended June 30, 2002, compared to the same period in 2001. This was primarily due to a decrease of 183 basis points, to 3.97%, in the rate paid on average total interest-bearing liabilities, partially offset by a decrease of 81 basis points, to 7.73%, in the yield earned on average total interest-earning assets. The decrease in the rate paid on average total interest-bearing liabilities was principally attributable to the previously mentioned lowering by the Company of the interest rates on its deposits, as well as the change in the composition of the Company's average total interest-bearing liabilities to higher rate borrowings from lower rate deposits. The decrease in the yield earned on average total interest-earning assets was primarily due to a decline in the yield on loans, partially offset by a change in the composition of average total interest-earning assets to higher yield loans from lower yield investment securities, which resulted principally from the calls and sales of the callable bonds.
Total Interest IncomeSix Months Analysis
Total interest income decreased by $3.7 million, to $20.8 million, during the six months ended June 30, 2002 compared to the same period in 2001. This was due to a decline in the yield earned on average total interest-earning assets, which decreased interest income by $3.0 million, as well as to a reduction in the balance of these assets, which decreased interest income by $0.7 million.
Average total interest-earning assets declined by $36.1 million, to $542.2 million, during first six months of 2002 compared to the same period in 2001, and was principally due to a reduction in average callable bonds of $123.7 million, partially offset by increases of $62.2 million and $19.6 million in average loans and average mortgage-backed securities, respectively. The changes in average investment securities and average loans resulted in a shift in the mix of average total interest-earning assets to higher yield loans from lower yield investment securities. The percentage of average loans to average total interest-earning assets increased to 84.9% during the six months ended June 30, 2002 from 68.9% during the same period in 2001.
The reduction in average callable bonds of $123.7 million, to zero, was due to the liquidation of the Company's fixed rate callable bond portfolio during the first nine months of 2001. The liquidation occurred primarily through issuer calls of $219.2 million, as well as Company sales of $10.0 million. The issuer calls were attributable to the declining interest rate environment caused by the Federal Reserve's 350 basis point lowering of the federal funds rate during the first nine months of 2001.
The increase in average mortgage-backed securities of $19.6 million, to $63.0 million, was primarily due to fixed rate purchases of $25.5 million, in March of 2002, partially offset by principal payments received on these securities.
30
The yield earned on average total interest-earning assets decreased by 81 basis points, to 7.73%, during the six months ended June 30, 2002 compared to the same period in 2001, primarily due to the following decreases in yields attributable to the declining interest rate environment during 2001, which continued into the first six months of 2002:
Partially offsetting the decline in the yield earned on average total interest-earning assets was the change in the composition of average total interest-earning assets to higher yield loans from lower yield investment securities.
Total Interest ExpenseSix Months Analysis
Total interest expense decreased by $5.7 million, to $9.9 million, during the six months ended June 30, 2002 compared to the same period in 2001. This was due to a decline in the rate paid on average interest-bearing liabilities, which decreased interest expense by $3.9 million, as well as to a reduction in the balance of these liabilities, which reduced interest expense by $1.8 million.
Average total interest-bearing liabilities declined by $38.8 million, to $502.0 million, during the first six months of 2002 compared to the same period in 2001, and was primarily due to a decrease of $62.4 million in average deposits, partially offset by an increase of $23.6 million in average borrowings. The changes in average deposits and average borrowings resulted in a shift in the mix of average total interest-bearing liabilities to higher rate borrowings from lower rate deposits. The percentage of average borrowings to average total interest-bearing liabilities increased to 20.3% during the six months ended June 30, 2002 from 14.5% during the same period in 2001.
The decline in average deposits of $62.4 million, to $400.0 million, during the six months ended June 30, 2002 compared to the same period in 2001, was principally due to reductions of $56.4 million and $7.8 million in average certificates of deposit and average savings accounts, respectively. These decreases were primarily attributable to the Company's lowering of interest rates on all of its deposit products in anticipation of and in response to the 475 basis point reduction in the federal funds rate by the Federal Reserve during 2001.
The changes in the average balances of the Company's deposit products resulted in a shift in the composition of average deposits to lower rate checking and savings accounts from higher rate certificates of deposit. This reflected the Company's current strategy and efforts to help reduce the overall cost of its deposits. The percentage of average checking and savings accounts to average deposits rose to 37.4% during the six months ended June 30, 2002, from 33.7% during the same period in 2001.
The growth in average borrowings of $23.6 million, to $102.0 million, during the first six months of 2002 compared to the same period in 2001, was principally due to increases of $40.0 million and $9.2 million in average long-term and short-term FHLB advances, respectively. The Company obtained
31
$40.0 million of long-term, fixed rate FHLB advances during the fourth quarter of 2001. The Company started using short-term, variable rate advances during the second quarter of 2002. The increase in FHLB advances was partially offset by decreases of $14.9 million and $6.2 million in short-term average State of California borrowings and average securities sold under repurchase agreements, respectively, as well as a decrease of $4.5 million in average term borrowings. The short-term borrowings matured at various times during 2001 and were paid off by the Company primarily using the proceeds from the calls and sales of the callable bonds. The average term borrowings declined due to $10.0 million which matured in April of 2002 and bore an interest rate of 6.65%. The Company paid off this borrowing using a lower rate, short-term FHLB advance.
The rate on average total interest-bearing liabilities decreased by 183 basis points, to 3.97%, during the six months ended June 30, 2002 compared to the same period in 2001, and was principally due to the reduction of 198 basis points, to 3.61%, in the rate on average deposits, as well as the reduction of 167 basis points, to 5.30%, in the rate on average borrowings. Partially offsetting these factors was the shift in the mix of average total interest-bearing liabilities to higher rate borrowings from lower rate deposits.
The 198 basis point decline in the rate on average deposits reflected the Company's lowering of interest rates on its deposit products, which resulted in reductions of 164 basis points, 200 basis points, and 183 basis points in the rates on average checking accounts, average savings accounts, and average certificates of deposit, respectively. Contributing to the decrease in the rate on average deposits was the previously mentioned change in the composition of average deposits to lower rate checking and savings accounts from higher rate certificates of deposit.
The 167 basis point decrease in the rate on average borrowings was primarily due to the change in the composition of average borrowings resulting from (i) the payoffs and maturities during 2001 of short-term securities sold under repurchase agreements and State of California borrowings, bearing higher average rates of 5.93% and 5.54%, respectively, for the six months ended June 30, 2001, (ii) the addition during the fourth quarter of 2001 of long-term FHLB advances, bearing a lower average rate of 3.16% for the six months ended June 30, 2002, and (iii) the addition during the second quarter of 2002 of short-term, variable rate FHLB advances, bearing a lower average rate of 1.88% for the six months ended June 30, 2002.
32
During the three months ended June 30, 2002, the Company increased its provision for loan losses by $110,000, to $150,000, compared to the same period in 2001. During the six months ended June 30, 2002, the Company increased its provision for loan losses by $170,000, to $250,000, compared to the same period in 2001. The Company uses the provision for loan losses to establish the allowance for loan losses based on management's evaluation of the risk inherent in the loan portfolio. See "Financial ConditionAllowance for Loan Losses."
Non-interest Income
The following table sets forth certain information with respect to the Company's non-interest income for the periods indicated (dollars in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amounts |
Increase (Decrease) |
Amounts |
Increase (Decrease) |
||||||||||||||||||||
|
2002 |
2001 |
$ |
% |
2002 |
2001 |
$ |
% |
||||||||||||||||
Loan prepayment and late fee income | $ | 151 | $ | 78 | $ | 73 | 93.6 | % | $ | 357 | $ | 210 | $ | 147 | 70.0 | % | ||||||||
Gain on sale of SBA 7(a) loans | 196 | 149 | 47 | 31.5 | % | 196 | 310 | (114 | ) | (36.8 | %) | |||||||||||||
Gain on sale of SBA 504 loans and broker fee income | 300 | 131 | 169 | 129.0 | % | 432 | 229 | 203 | 88.6 | % | ||||||||||||||
Gain (loss) on sale of investment securities | | 1 | (1 | ) | (100.0 | %) | | (11 | ) | 11 | (100.0 | %) | ||||||||||||
Other income | 220 | 200 | 20 | 10.0 | % | 506 | 360 | 146 | 40.6 | % | ||||||||||||||
Total non-interest income | $ | 867 | $ | 559 | $ | 308 | 55.1 | % | $ | 1,491 | $ | 1,098 | $ | 393 | 35.8 | % | ||||||||
Non-interest income for the three months ended June 30, 2002 grew by $308,000, to $867,000, compared to the same period in 2001. This was primarily due to increases of $169,000, $73,000, and $47,000 in gain on sale of SBA 504 loans and broker fee income, loan prepayment and late fee income, and gain on sale of SBA 7(a) loans, respectively. During the second quarter of 2002, the Company elected to sell $2.6 million of SBA 7(a) loans due to favorable conditions in the secondary market. Any future SBA 7(a) loan sales will continue to be based on the level of SBA 7(a) loan originations, the premiums available in the secondary market for the sale of such loans, and general liquidity considerations of the Company.
Non-interest income for the six months ended June 30, 2002 grew by $393,000, to $1.5 million, compared to the same period in 2001. This was primarily due to increases of $203,000, $147,000, and $146,000 in gain on sale of SBA 504 loans and broker fee income, loan prepayment and late fee income, and other income, respectively. The increase in other income was principally attributable to (i) $114,000 of interest income that the Company recorded in connection with a favorable IRS ruling that the Company received on an income tax refund claim, and (ii) $50,000 of dividend income that the Company recognized on its investment in FHLB stock. Partially offsetting these factors was a $114,000 decrease in the gain on sale of SBA 7(a) loans, as the Company elected to sell no SBA 7(a) loans during the first quarter of 2002.
33
Non-interest Expense
The following table sets forth certain information with respect to the Company's non-interest expense for the periods indicated (dollars in thousands):
|
Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Amounts |
Increase (Decrease) |
Amounts |
Increase (Decrease) |
||||||||||||||||||||
|
2002 |
2001 |
$ |
% |
2002 |
2001 |
$ |
% |
||||||||||||||||
Salaries and employee benefits | $ | 2,089 | $ | 1,654 | $ | 435 | 26.3 | % | $ | 4,270 | $ | 3,255 | $ | 1,015 | 31.2 | % | ||||||||
Net occupancy expenses | 516 | 411 | 105 | 25.5 | % | 921 | 802 | 119 | 14.8 | % | ||||||||||||||
Communication and data processing | 268 | 262 | 6 | 2.3 | % | 514 | 515 | (1 | ) | (0.2 | %) | |||||||||||||
Legal, audit, and other professional fees | 180 | 133 | 47 | 35.3 | % | 179 | 246 | (67 | ) | (27.2 | %) | |||||||||||||
Travel and entertainment | 135 | 121 | 14 | 11.6 | % | 242 | 208 | 34 | 16.3 | % | ||||||||||||||
Credit and collection expenses | 22 | | 22 | 100.0 | % | 22 | | 22 | 100.0 | % | ||||||||||||||
Other expenses | 137 | 135 | 2 | 1.5 | % | 275 | 284 | (9 | ) | (3.2 | %) | |||||||||||||
Total non-interest expense | $ | 3,347 | $ | 2,716 | $ | 631 | 23.2 | % | $ | 6,423 | $ | 5,310 | $ | 1,113 | 21.0 | % | ||||||||
Non-interest expense for the three months ended June 30, 2002 grew by $631,000, to $3.3 million, compared to the same period in 2001. This was primarily due to increases of $435,000 and $105,000 in salaries and employee benefits and net occupancy expenses, respectively.
Non-interest expense for the six months ended June 30, 2002 grew by $1.1 million, to $6.4 million, compared to the same period in 2001. This was primarily due to increases of $1.0 million and $119,000 in salaries and employee benefits and net occupancy expenses, respectively, partially offset by a reduction of $67,000 in legal, audit, and other professional fees.
The increase in salaries and employee benefits for the three and six months ended June 30, 2002, compared to the same periods in 2001, was primarily due to the following factors:
The increase in net occupancy expenses for the three and six months ended June 30, 2002, compared to the same periods in 2001, was primarily due to a cost of approximately $110,000 related to a defalcation at one of the Company's branches.
The reduction in legal, audit, and other professional fees for the six months ended June 30, 2002, was primarily due to the $175,000 reversal in the first quarter of 2002 of a portion of an accrual originally taken during the fourth quarter of 2001 for estimated expenses relating to (i) obtaining a favorable ruling on an IRS income tax refund claim, and (ii) settling a legal claim brought against the Bank.
34
Balance Sheet Analysis
The following table presents condensed balance sheets as of the dates indicated and the dollar and percentage changes between the periods (dollars in thousands):
|
|
|
Increase (Decrease) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
June 30, 2002 |
December 31, 2001 |
||||||||||||
|
$ |
% |
||||||||||||
Assets | ||||||||||||||
Cash and cash equivalents | $ | 10,823 | $ | 18,682 | $ | (7,859 | ) | (42.1 | %) | |||||
Investment securities available for sale, at market | 71,464 | 58,952 | 12,512 | 21.2 | % | |||||||||
Net loans | 460,086 | 454,029 | 6,057 | 1.3 | % | |||||||||
Other assets | 13,807 | 13,095 | 712 | 5.4 | % | |||||||||
Total assets | $ | 556,180 | $ | 544,758 | $ | 11,422 | 2.1 | % | ||||||
Liabilities | ||||||||||||||
Checking accounts | $ | 15,523 | $ | 14,912 | $ | 611 | 4.1 | % | ||||||
Savings accounts | 133,407 | 136,145 | (2,738 | ) | (2.0 | %) | ||||||||
Certificates of deposit | 228,039 | 250,466 | (22,427 | ) | (9.0 | %) | ||||||||
Total deposits | 376,969 | 401,523 | (24,554 | ) | (6.1 | %) | ||||||||
FHLB advances | 82,500 | 40,000 | 42,500 | 106.3 | % | |||||||||
Term borrowings | 30,000 | 40,000 | (10,000 | ) | (25.0 | %) | ||||||||
Trust preferred securities | 17,250 | 17,250 | | | ||||||||||
Total borrowings | 129,750 | 97,250 | 32,500 | 33.4 | % | |||||||||
Total interest-bearing liabilities | 506,719 | 498,773 | 7,946 | 1.6 | % | |||||||||
Other liabilities | 8,205 | 8,010 | 195 | 2.4 | % | |||||||||
Total liabilities | 514,924 | 506,783 | 8,141 | 1.6 | % | |||||||||
Shareholders' Equity | ||||||||||||||
Common stock, at par | 30 | 30 | | | ||||||||||
Additional paid-in capital | 27,622 | 27,780 | (158 | ) | (0.6 | %) | ||||||||
Retained earnings | 22,017 | 19,140 | 2,877 | 15.0 | % | |||||||||
Accumulated other comprehensive income (loss) - unrealized gain (loss) on investment securities available for sale, net of income taxes | 296 | (198 | ) | 494 | 249.5 | % | ||||||||
Common stock in treasury, at cost | (8,709 | ) | (8,777 | ) | 68 | 0.8 | % | |||||||
Total shareholders' equity | 41,256 | 37,975 | 3,281 | 8.6 | % | |||||||||
Total liabilities and shareholders' equity | $ | 556,180 | $ | 544,758 | $ | 11,422 | 2.1 | % | ||||||
Total assets grew by $11.4 million, to $556.2 million, during the six months ended June 30, 2002, primarily due to increases of $12.5 million and $6.1 million in investment securities and net loans, respectively, partially offset by a decrease of $7.9 million in cash and cash equivalents.
The $12.5 million increase in investment securities, to $71.5 million, was principally due to the $25.5 million purchases of higher yield mortgage-backed securities, using proceeds from the redemption of lower yield securities purchased under resale agreements. Partially offsetting this increase were principal payments on mortgage-backed securities totaling $13.4 million.
35
The $6.1 million increase in net loans, to $460.1 million, was primarily due to $57.0 million of loan originations and $4.9 million of loan purchases, partially offset by $52.1million of principal payments and $3.4 million of SBA loan sales.
The $7.9 million decrease in cash and cash equivalents, to $10.8 million, was principally due to the previously mentioned $25.5 million redemption of securities purchased under resale agreements to fund purchases of mortgage-backed securities, partially offset by principal payments received on mortgage-backed securities and proceeds received from FHLB advances.
Total liabilities grew by $8.1 million, to $514.9 million, during the six months ended June 30, 2002, primarily due to an increase of $42.5 million in short-term, variable rate FHLB advances, partially offset by reductions of $22.4 million and $10.0 million in certificates of deposit and term borrowings, respectively. The lower rate FHLB advances were principally used to (i) replace maturing higher rate certificates of deposit, (ii) payoff a $10.0 million term borrowing, which matured in April of 2002, bearing a higher interest rate of 6.65%, and (iii) fund loan growth.
Shareholders' equity increased by $3.3 million, to $41.3 million, during the six months ended June 30, 2002. Changes in shareholders' equity were due to the following factors:
Allowance for Loan Losses
The allowance for loan losses increased by $583,000, to $8.5 million, during the six months ended June 30, 2002, due to $250,000 in provision for loan losses and $333,000 in net recoveries. The allowance for loan losses as a percentage of loans was 1.82% at June 30, 2002, as compared to 1.72% at December 31, 2001.
The overall economic factors and conditions affecting the Company's allowance for loan losses at June 30, 2002, are consistent with the various factors that the Company has experienced over the last 12-18 months. While there had been a general decline in the economy during the third and fourth quarters of 2001, there appears to have been a slight improvement in the economy during the first and second quarters of 2002.
The Company's management considered the following recent loan loss and credit experience in evaluating the allowance for loan losses at June 30, 2002:
36
In addition to recent loan loss and credit experience, management considers historical loan loss experience as well as changes within the loan portfolio in evaluating the adequacy of the allowance for loan losses. Changes in the loan portfolio include (i) the growth in SBA lending, (ii) changes in geographic concentration, (iii) changes in the collateral mix of the loan portfolio, and (iv) the debt service ability of borrowers. In addition, management attempts to factor in the changes that relate to the economy in specific cities or locations. Most of these factors (geographic concentration, collateral concentration, debt service coverage of borrowers, and current vacancy rates) are favorable to the Company's current loan portfolio as compared to the loan portfolio of the 1991 - 1993 recessionary economic period. Management believes that the ability to predict the direction of the current U.S. economy is difficult given the continued risk of terrorism, the continued negative impact of declines in corporate earnings and the stock market, and the loss of consumer confidence. Management feels that the economy may only experience slow to modest growth during the remainder of 2002 and possibly into 2003. In considering all of the above factors, management believes that the allowance for loan losses as of June 30, 2002 is adequate.
Although the Company maintains its allowance for loan losses at a level which it considers to be adequate to provide for potential losses, there can be no assurance that such losses will not exceed the estimated amounts, thereby adversely affecting future results of operations.
The following table sets forth certain information with respect to the Company's allowance for loan losses for the periods indicated (dollars in thousands):
|
Six Months Ended June 30, 2002 |
Six Months Ended June 30, 2001 |
Twelve Months Ended December 31, 2001 |
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Allowance at beginning of period | $ | 7,946 | $ | 7,240 | $ | 7,240 | |||||||
Provision for loan losses | 250 | 80 | 660 | ||||||||||
Net (charge-offs) recoveries: | |||||||||||||
Charge-offs | | (34 | ) | (111 | ) | ||||||||
Recoveries | 333 | 128 | 157 | ||||||||||
Total net (charge-offs) recoveries | 333 | 94 | 46 | ||||||||||
Allowance at end of period | $ | 8,529 | $ | 7,414 | $ | 7,946 | |||||||
Allowance to total loans | 1.82 | % | 1.86 | % | 1.72 | % | |||||||
Allowance to non-accrual loans | NM | NM | NM | ||||||||||
Annualized net (charge-offs) recoveries to average loans | 0.14 | % | 0.05 | % | 0.01 | % |
NM means Not Meaningful
37
The following table sets forth non-accrual loans and OREO as of the dates indicated (dollars in thousands):
|
June 30, 2002 |
December 31, 2001 |
June 30, 2001 |
||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Non-accrual loans | $ | | $ | | $ | | |||||
Other real estate owned (OREO) | | | | ||||||||
Total non-performing assets | $ | | $ | | $ | | |||||
Non-accrual loans to total loans | 0.00 | % | 0.00 | % | 0.00 | % | |||||
Total non-performing assets to total assets | 0.00 | % | 0.00 | % | 0.00 | % |
During the second quarter of 2002, the Company changed its non-accrual loan policy to place loans on non-accrual status starting at 90 days past due, rather than at 61 days past due. However, the Company may place a loan on non-accrual status sooner if management determines that the collectibility of principal or interest is unlikely prior to the loan becoming 90 days past due. This change was made in order to be consistent with general banking industry practice.
The Company's primary sources of funds are deposits, borrowings, and payments of principal and interest on loans and investment securities. While maturities and scheduled principal amortization on loans are a reasonably predictable source of funds, deposit flows and mortgage loan prepayments are greatly influenced by the level of interest rates, economic conditions, and competition. As a measure of protection against these uncertainties, the Company maintains borrowing relationships with several brokers, whereby the Company is able to borrow funds that are secured by pledging specific amounts of certain U.S. government sponsored agency securities. The Company is generally able to borrow up to 98% of the market value of these securities. As of June 30, 2002, the market values of U.S. government sponsored agency securities that were available for collateral purposes totaled $28.5 million.
The Bank also has a fixed rate borrowing facility with the State of California Treasurer's Office under which the Bank can borrow an amount not to exceed its unconsolidated total shareholder's equity. Borrowing maturity dates under this program cannot exceed one year. The State of California requires collateral with a value of at least 110% of the outstanding borrowing amount. The Bank has pledged specific amounts of certain U.S. government sponsored agency securities to meet the collateral requirement under this borrowing facility. As of June 30, 2002, the Bank's unconsolidated total shareholder's equity was $53.7 million and the Bank had no outstanding borrowings from the State of California.
During the second quarter of 2001, the Bank became a member of the FHLB, which serves as a source of both fixed rate and adjustable rate borrowings, with maturities ranging from one day to 30 years. Under the FHLB's borrowing program, the Bank is able to borrow an FHLB-approved percentage of the Bank's unconsolidated total assets. All FHLB advances must be secured by eligible collateral, subject to FHLB guidelines and limitations. Such collateral may consist of either commercial real estate loans, or U.S. government sponsored agency mortgage-backed securities, or a combination of both. For pledged commercial real estate loans, the FHLB will lend up to 55% on an individual loan basis and up to 20% of the Bank's unconsolidated total assets on an aggregate basis.
As of June 30, 2002, the Bank's FHLB credit line totaled $108.7 million, based on 20% of its unconsolidated total assets of $543.5 million. The amount of the Bank's eligible, pledged collateral totaled $128.1 million, after deductions for the above FHLB limitations, and consisted of commercial real estate loans. Against this facility, the Bank had $82.5 million of outstanding advances, leaving
38
$26.2 million available for future advances. In July of 2002, the FHLB approved an increase in the Bank's credit line to 35% of total assets from 20% of total assets. On a pro forma basis, had this been in effect at June 30, 2002, the Bank's credit line would have increased by $81.5 million, to $190.2 million.
As a Delaware corporation, Pacific Crest may pay common dividends out of surplus or, if there is no surplus, from net profits for the current and preceding fiscal year. Pacific Crest, on an unconsolidated basis, had approximately $3.7 million in cash and investments less current liabilities and short-term debt at June 30, 2002. However, these funds are necessary to pay future operating expenses of Pacific Crest, service all outstanding debt, including the $17.25 million junior subordinated debentures payable to PCC Capital, and fund possible future capital infusions into the Bank. Without dividends from the Bank, Pacific Crest must rely solely on existing cash, investments, and the ability to secure borrowings.
The Bank's ability to pay dividends to Pacific Crest is restricted by California state law, which requires that sufficient retained earnings be available to pay the dividend. On June 14, 2002, the Bank paid a cash dividend of $800,000 to Pacific Crest for the second quarter of 2002. During the first quarter of 2002, the Bank declared and paid a cash dividend of $800,000 to Pacific Crest. At June 30, 2002, the Bank had retained earnings of $23.6 million available for future dividend payments.
On July 26, 2002, the Company announced that the Board of Directors had declared a cash dividend of $0.10 per common share for the third quarter of 2002. The dividend will be paid on September 13, 2002 to shareholders of record as of the close of business on August 30, 2002.
On May 13, 2002, the Company announced that the Board of Directors had declared a cash dividend of $0.08 per common share for the second quarter of 2002. The dividend was paid on June 14, 2002 to shareholders of record at the close of business on May 31, 2002. During the first quarter of 2002, the Company declared and paid a cash dividend of $0.08 per common share. The total amount of cash dividends paid during the six months ended June 30, 2002 was $389,000.
The Company's objective is to maintain a level of capital that will support sustained asset growth, provide for anticipated credit risks, and ensure that regulatory guidelines and industry standards are met. Pacific Crest and the Bank are subject to certain minimum capital adequacy and minimum well capitalized category guidelines adopted by the Federal Reserve and the FDIC. These guidelines relate primarily to the leverage ratio, the Tier 1 risk-based capital ratio, and the total risk-based capital ratio. The minimum well capitalized required ratios are 5.00% leverage, 6.00% Tier 1 risk-based capital, and 10.00% total risk-based capital. The minimum capital adequacy required ratios are 4.00% leverage, 4.00% Tier 1 risk-based capital, and 8.00% total risk-based capital. At June 30, 2002, Pacific Crest and the Bank were in compliance with all such capital requirements.
39
The following table presents the regulatory ratios of Pacific Crest and the Bank as of the dates indicated:
|
Leverage Ratio |
Tier 1 Risk-Based Capital Ratio |
Total Risk-Based Capital Ratio |
||||||
---|---|---|---|---|---|---|---|---|---|
Actual | |||||||||
June 30, 2002 | |||||||||
Pacific Crest Capital, Inc. | 9.97 | % | 11.90 | % | 13.94 | % | |||
Pacific Crest Bank | 9.82 | % | 11.69 | % | 12.94 | % | |||
December 31, 2001 | |||||||||
Pacific Crest Capital, Inc. | 9.49 | % | 11.11 | % | 13.36 | % | |||
Pacific Crest Bank | 9.61 | % | 11.22 | % | 12.47 | % | |||
Requirements | |||||||||
Minimum Well Capitalized | 5.00 | % | 6.00 | % | 10.00 | % | |||
Minimum Capital Adequacy | 4.00 | % | 4.00 | % | 8.00 | % |
40
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
The Company's primary market risk is interest rate risk. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair market values. The objective is to measure the effect on net interest income and to adjust the balance sheet to minimize the inherent risk while at the same time to maximize income. Management realizes certain risks are inherent and that the goal is to identify and minimize the risks. The Company's exposure to market risk is reviewed on a regular basis by the Asset/Liability committee. Tools used by management include an interest rate shock analysis and, to a lesser extent, the standard GAP report, which measures the estimated difference between the amount of interest-sensitive assets and interest-sensitive liabilities anticipated to mature or reprice during future periods, based on certain assumptions. The Company has no market risk sensitive instruments held for trading purposes and is not currently engaged in transactions involving derivative financial instruments. Management believes that the Company's market risk is reasonable at this time.
The following table is a summary of the Company's one-year GAP as of the dates indicated (in thousands):
|
June 30, 2002 |
December 31, 2001 |
Increase (Decrease) |
|||||||
---|---|---|---|---|---|---|---|---|---|---|
Total interest-sensitive assets maturing or repricing within one year ("one-year assets") | $ | 344,781 | $ | 329,491 | $ | 15,290 | ||||
Total interest-sensitive liabilities maturing or repricing within one year ("one-year liabilities") | 392,576 | 408,971 | (16,395 | ) | ||||||
One-year GAP | $ | (47,795 | ) | $ | (79,480 | ) | $ | 31,685 | ||
The one-year GAP increased by $31.7 million during the first six months of 2002, principally due to an increase in one-year assets of $15.3 million and a decrease in one-year liabilities of $16.4 million.
The growth in one-year assets was primarily due to a $28.1 million increase in the one-year loan category, partially offset by a $12.7 million decline in securities purchased under resale agreements. The increase in one-year loans was principally due to loans that moved into the one-year category from longer term categories because they were initially fixed rate for a period of one to five years and have now converted to the adjustable rate period of their terms. Additionally, the Company's loan growth during the six months ended June 30, 2002 was primarily due to the origination and purchase of adjustable rate loans.
The $12.7 million decrease in short-term securities purchased under resale agreements was principally attributable to a $25.5 million redemption of such securities in March of 2002 to purchase long-term, fixed rate mortgage-backed securities. This factor was partially offset by the investment into these short-term securities of cash proceeds received from principal payments on loans and mortgage-backed securities.
The decline in one-year liabilities was primarily due to decreases of $46.8 million and $10.0 million in one-year certificates of deposit and term borrowings, respectively, partially offset by an increase of $42.5 million in short-term, adjustable rate FHLB advances.
The Company has assumed, for purposes of the GAP table below, that its checking and savings accounts reprice immediately.
The GAP table below provides information about the Company's balance sheet non-derivative financial instruments at June 30, 2002 that are sensitive to changes in interest rates. For all financial instruments, the table presents the outstanding principal balance and the weighted average interest
41
yield/rate of the instruments by either the date that the instrument can be repriced, for adjustable rate financial instruments, or the maturity date, for fixed rate financial instruments (dollars in thousands):
|
Maturity or Repricing Date |
|
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
June 30 ,2002 |
Within 6 Months |
Over 6 to 12 Months |
Over 12 to 18 Months |
Over 18 to 24 Months |
Over 24 Months |
Total |
|||||||||||||||
Interest-Sensitive Assets: Securities purchased under |
|||||||||||||||||||||
resale agreements | $ | 3,456 | $ | | $ | | $ | | $ | | $ | 3,456 | |||||||||
average yield (variable rate) | 1.80 | % | | | | | 1.80 | % | |||||||||||||
U.S. government sponsored agency mortgage-backed securities | | | | | 68,173 | 68,173 | |||||||||||||||
average yield (fixed rate) | | | | | 5.69 | % | 5.69 | % | |||||||||||||
Corporate debt securities | 3,291 | | | | | 3,291 | |||||||||||||||
average yield (variable rate) | 3.76 | % | | | | | 3.76 | % | |||||||||||||
Loans, gross | 283,444 | 54,590 | 13,762 | 32,107 | 84,691 | 468,594 | |||||||||||||||
average yield | 7.84 | % | 7.79 | % | 8.68 | % | 8.30 | % | 8.37 | % | 7.98 | % | |||||||||
Total interest-sensitive assets | $ | 290,191 | $ | 54,590 | $ | 13,762 | $ | 32,107 | $ | 152,864 | $ | 543,514 | |||||||||
Interest-Sensitive Liabilities: Checking accounts |
$ | 15,523 | $ | | $ | | $ | | $ | | $ | 15,523 | |||||||||
average rate (variable rate) | 1.47 | % | | | | | 1.87 | % | |||||||||||||
Savings accounts | 133,407 | | | | | 133,407 | |||||||||||||||
average rate (variable rate) | 2.41 | % | | | | | 2.41 | % | |||||||||||||
Certificates of deposit | 141,010 | 30,136 | 20,498 | 19,966 | 16,429 | 228,039 | |||||||||||||||
average rate (fixed rate) | 3.96 | % | 3.40 | % | 3.62 | % | 4.22 | % | 5.92 | % | 4.02 | % | |||||||||
FHLB advances | 42,500 | | 20,000 | 20,000 | | 82,500 | |||||||||||||||
average rate (fixed rate) | 2.01 | % | | 3.01 | % | 3.30 | % | 0.00 | % | 2.57 | % | ||||||||||
Term borrowings | 30,000 | | | | | 30,000 | |||||||||||||||
average rate (fixed rate) | 6.63 | % | | | | | 6.63 | % | |||||||||||||
Trust preferred securities | | | | | 17,250 | 17,250 | |||||||||||||||
average rate (fixed rate) | | | | | 9.38 | % | 9.38 | % | |||||||||||||
Total interest-sensitive liabilities | $ | 362,440 | $ | 30,136 | $ | 40,498 | $ | 39,966 | $ | 33,679 | $ | 506,719 | |||||||||
GAP | $ | (72,249 | ) | $ | 24,454 | $ | (26,736 | ) | $ | (7,859 | ) | $ | 119,185 | $ | 36,795 | ||||||
Cumulative GAP | (72,249 | ) | (47,795 | ) | (74,531 | ) | (82,390 | ) | 36,795 | ||||||||||||
42
None.
ITEM 2. Changes in Securities and Use of Proceeds
None.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
At the annual meeting of the Company's shareholders, held on May 10, 2002, the following matters were submitted to a vote of shareholders with the indicated number of votes being cast for, against, or withheld:
|
Number of Votes |
|
||||||
---|---|---|---|---|---|---|---|---|
|
For |
Against |
Abstain/Withheld |
|
||||
Richard S. Orfalea | 2,197,264 | 5,748 | 219,507 | |||||
Gary Wehrle | 2,114,928 | 153,341 | 154,250 |
The Company's other directors, Rudolph I. Estrada, Steven J. Orlando, and Martin J. Frank are serving for a term of three years. The term for Mr. Estrada expires at the annual meeting of shareholders in 2003. The terms for Mr. Orlando and Mr. Frank expire at the annual meeting of shareholders in 2004.
|
Number of Votes |
|
|||||
---|---|---|---|---|---|---|---|
|
For |
Against |
Abstain/Withheld |
|
|||
1,492,373 | 379,225 | 550,921 |
None.
ITEM 6. Exhibits and Reports on Form 8-K
None.
The Company filed no reports on Form 8-K during the quarter ended June 30, 2002.
43
Pursuant to the requirements of the Security Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 9, 2002 | /s/ GARY WEHRLE Gary Wehrle President and Chief Executive Officer |
|
Date: August 9, 2002 |
/s/ ROBERT J. DENNEN Robert J. Dennen Senior Vice President, Chief Financial Officer, and Corporate Secretary |
44
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Pacific Crest Capital, Inc. (the "Company") for the period ended June 30, 2002, as filed with the Securities and Exchange Commission (the "Report"), we, Gary Wehrle, Chief Executive Officer, and Robert J. Dennen, Chief Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
Date: August 9, 2002 | /s/ GARY WEHRLE Gary Wehrle Chief Executive Officer |
|
Date: August 9, 2002 |
/s/ ROBERT J. DENNEN Robert J. Dennen Chief Financial Officer |
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