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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

ý  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the Quarterly Period Ended  September 30, 2004

 

o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Commission File No. 0-31525

 

COMMUNITY VALLEY BANCORP

(Exact name of registrant as specified in its charter)

 

California

 

68-0479553

(State or other jurisdiction of
incorporation or organization)

 

(IRS Employer ID Number)

 

 

 

2041 Forest Avenue, Chico, California

 

95928

(Address of principal executive offices)

 

(Zip code)

 

 

 

(530) 899-2344

(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 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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12-b-2)

 

Yes     o     No     ý

 

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

 

No par value Common Stock    3,636,291 shares outstanding at October 31, 2004.

 

 



 

PART 1-FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

 

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

 

(In thousands except per share data)

 

September 30,
2004

 

December 31,
2003

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

25,677

 

$

26,205

 

Federal funds sold

 

14,425

 

50,605

 

Interest-bearing deposits in banks

 

9,607

 

7,925

 

Investment securities (market value of $7,133 at September 30, 2004 and $4,325 at December 31, 2003)

 

7,128

 

4,325

 

Loans held for sale

 

1,569

 

2,279

 

Loans, less allowance for loan losses of $4,233 at September 30, 2004 and $3,587 at December 31, 2003

 

339,852

 

270,231

 

Bank premises and equipment, net

 

9,045

 

8,554

 

Accrued interest receivable and other assets

 

15,874

 

16,599

 

 

 

$

423,177

 

$

386,723

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

Non-interest bearing

 

$

76,987

 

$

68,463

 

Interest bearing

 

297,830

 

274,048

 

Total deposits

 

374,817

 

342,511

 

 

 

 

 

 

 

Employee stock ownership plan note payable

 

722

 

832

 

Subordinated debentures

 

8,248

 

8,248

 

 

 

 

 

 

 

Accrued interest payable and other liabilities

 

6,012

 

5,183

 

 

 

 

 

 

 

Total liabilities

 

389,799

 

356,774

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock – no par value; 20,000,000 shares authorized; issued and outstanding – 3,632,391 shares at September 30, 2004 and 3,621,824 shares at December 31, 2003

 

7,773

 

7,271

 

Unearned ESOP shares (85,691 shares at September 30, 2004 and 90,909 shares at December 31, 2003, at cost)

 

(1,014

)

(1,070

)

 

 

 

 

 

 

Retained earnings

 

26,612

 

23,746

 

 

 

 

 

 

 

Accumulated other comprehensive income, net (Note 3)

 

7

 

2

 

 

 

 

 

 

 

Total shareholders’ equity

 

33,378

 

29,949

 

 

 

$

423,177

 

$

386,723

 

 

See Notes to Unaudited Consolidated Financial Statements

 

2



 

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(Unaudited)

 

 

 

For the periods ended September 30,

 

 

 

Three months

 

Nine Months

 

(In thousands, except per share data)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Interest income:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

6,306

 

$

5,308

 

$

17,278

 

$

14,493

 

Interest on Federal funds sold

 

86

 

152

 

329

 

533

 

Interest on deposits in banks

 

64

 

55

 

180

 

145

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

47

 

9

 

108

 

70

 

Exempt from Federal income taxes

 

16

 

0

 

36

 

38

 

Dividends

 

0

 

1

 

3

 

1

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

6,519

 

5,525

 

17,934

 

15,740

 

Interest expense:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

878

 

964

 

2,605

 

2,996

 

Interest on subordinated debentures

 

112

 

103

 

315

 

336

 

Interest on note payable

 

8

 

8

 

25

 

25

 

Total interest expense

 

998

 

1,075

 

2,945

 

3,357

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

5,521

 

4,449

 

14,989

 

12,383

 

 

 

 

 

 

 

 

 

 

 

Provision for loan losses

 

225

 

210

 

640

 

480

 

Net interest income after provision for loan losses

 

5,296

 

4,239

 

14,349

 

11,903

 

 

 

 

 

 

 

 

 

 

 

Non-interest income

 

1,366

 

1,519

 

4,150

 

4,085

 

 

 

 

 

 

 

 

 

 

 

Non-interest expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

2,243

 

2,005

 

6,623

 

5,891

 

Occupancy

 

283

 

236

 

767

 

612

 

Furniture and equipment

 

399

 

284

 

1,103

 

757

 

Other expense

 

1,107

 

910

 

3,076

 

2,726

 

Total non-interest expense

 

4,032

 

3,435

 

11,569

 

9,986

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

2,630

 

2,323

 

6,930

 

6,002

 

 

 

 

 

 

 

 

 

 

 

Income taxes

 

1,036

 

889

 

2,783

 

2,415

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,594

 

$

1,434

 

$

4,147

 

$

3,587

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

.45

 

$

.41

 

$

1.17

 

$

1.02

 

Diluted earnings per share

 

$

.42

 

$

.39

 

$

1.09

 

$

.97

 

 

 

 

 

 

 

 

 

 

 

Cash dividends per share

 

$

.075

 

$

.056

 

$

.225

 

$

.17

 

 

See Notes to Unaudited Consolidated Financial Statements

 

3



 

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands except share data)

 

 

 

 

 

 

 

 

 

 

 

Accumulated
Other
Comprehensive
Income

 

 

 

 

 

 

 

 

 

Unearned
ESOP
Shares

 

 

 

 

Total
Shareholders’
Equity

 

 

 

 

 

Common Stock

 

 

Retained
Earnings

 

 

 

Comprehensive
Income

 

 

 

Shares

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, January 1, 2003

 

3,580,468

 

$

6,660

 

$

(852

)

$

19,559

 

$

14

 

$

25,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (Note 3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

5,269

 

 

 

5,269

 

$

5,269

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized loss on available-for-sale investment securities

 

 

 

 

 

 

 

 

 

(12

)

(12

)

(12

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercise of stock options and related tax benefit

 

41,356

 

462

 

 

 

 

 

 

 

462

 

 

 

Earned ESOP shares

 

 

 

150

 

102

 

 

 

 

 

252

 

 

 

Shares acquired or redeemed by ESOP

 

 

 

 

 

(321

)

 

 

 

 

(321

)

 

 

Cash dividends- $.30 per share

 

 

 

 

 

 

 

(1,082

)

 

 

(1,082

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2003

 

3,621,824

 

7,272

 

(1,071

)

23,746

 

2

 

29,949

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income (Note 3):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

 

4,146

 

 

 

4,146

 

$

4,146

 

Other comprehensive loss, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gain on available-for-sale investment securities

 

 

 

 

 

 

 

 

 

 

5

 

5

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

$

4,151

 

Purchase of common stock

 

(19,015

)

(40

)

 

 

(462

)

 

 

(502

)

 

 

Exercise of stock options and related tax benefit

 

29,582

 

470

 

 

 

 

 

 

 

470

 

 

 

Fractional shares

 

 

 

(6

)

 

 

 

 

 

 

(6

)

 

 

Earned ESOP shares

 

 

 

77

 

57

 

 

 

 

 

134

 

 

 

Cash dividends declared - $.225 per share

 

 

 

 

 

 

 

(818

)

 

 

(818

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, September 30, 2004

 

3,632,391

 

$

7,773

 

$

(1,014

)

$

26,612

 

$

7

 

$

33,378

 

 

 

 

See Notes to Unaudited Condensed Consolidated Financial Statements

 

4



 

COMMUNITY VALLEY BANCORP

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS                  (Unaudited)

 

(In thousands)
For the nine months ended September 30,

 

2004

 

2003

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

4,146

 

$

3,587

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Provision for loan losses

 

640

 

480

 

Deferred loan origination costs, net

 

59

 

224

 

Depreciation and amortization

 

999

 

671

 

Gain on disposition of Bank premises and equipment

 

 

 

(3

)

Net decrease in loans held for sale

 

711

 

2,252

 

Increase in cash surrender value of bank-owned life insurance

 

(335

)

(166

)

Non-cash compensation expense associated with the ESOP

 

135

 

116

 

Decrease in accrued interest receivable and other assets

 

1,259

 

47

 

Increase (decrease) in accrued interest payable and other liabilities

 

829

 

(1,005

)

 

 

 

 

 

 

Net cash provided by operating activities

 

8,443

 

6,203

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

Increase in interest-bearing deposits in banks

 

(1,682

)

(3,666

)

Proceeds from called available-for-sale investment securities

 

300

 

 

 

Proceeds from called held-to-maturity investment securities

 

1,598

 

2,200

 

Proceeds from matured held-to-maturity investment securities

 

130

 

 

 

Proceeds from principal payments of held-to-maturity investment securities

 

310

 

 

 

Purchase of held-to-maturity investment securities

 

(1,012

)

(2,030

)

Purchase of available-for-sale investment securities

 

(4,148

)

 

 

Purchases of premises and equipment

 

(1,454

)

(1,857

)

Proceeds from sale of premises and equipment

 

 

 

155

 

Purchase of bank-owned life insurance

 

 

 

(1,608

)

Investment in ATM program

 

 

 

(9,989

)

Net increase in loans

 

(70,319

)

(38,454

)

 

 

 

 

 

 

Net cash used in investing activities

 

(76,277

)

(55,249

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

Net increase in demand, interest-bearing and savings deposits

 

$

21,109

 

$

36,254

 

Net increase in time deposits

 

11,195

 

2,549

 

Repayment of ESOP loan, net

 

(110

)

92

 

Payment of cash dividends

 

(817

)

(810

)

Cash paid for fractional shares

 

(6

)

 

 

Exercise of stock options

 

259

 

236

 

Purchase of unearned ESOP shares

 

 

 

(186

)

Repurchase of common stock

 

(502

)

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

31,128

 

38,135

 

 

 

 

 

 

 

Decrease in cash and cash equivalents

 

(36,708

)

(10,911

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of year

 

76,810

 

73,031

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

40,102

 

$

62,120

 

 

See Notes to Unaudited Consolidated Financial Statements

 

5



 

Community Valley Bancorp and Subsidiaries

 

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1.  BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of Community Valley Bancorp and subsidiaries (the “Company”) have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, certain information and notes required by accounting principles generally accepted in the United States for annual financial statements are not included herein.  In the opinion of management, all adjustments (which consist solely of normal recurring accruals) considered necessary for a fair presentation of the results for the interim periods presented have been included.  These interim consolidated financial statements should be read in conjunction with the financial statements and related notes contained in the Company’s 2003 Annual Report to Shareholders on Form 10-K.

 

The condensed consolidated financial statements include the accounts of the Company and its wholly owned bank subsidiary, Butte Community Bank.  Community Valley Statutory Trust is not consolidated into the Company’s consolidated financial statements and, accordingly, is accounted for under the equity method.  All significant inter-company balances and transactions have been eliminated in consolidation.  The results of operations for the three and nine month periods ended September 30, 2004 may not necessarily be indicative of the operating results for the full year 2004.

 

On February 20, 2004, the Board of Directors declared a four-for-three stock split effective March 26, 2004 for shareholders of record on March 2, 2004.  All share and per share data has been retroactively adjusted to reflect the stock split.

 

Management has determined that since all of the commercial banking products and services offered by the Company are available in each branch of the bank, all branches are located within the same economic environment and management does not allocate resources based on the performance of different lending or transaction activities, it is appropriate to aggregate the Bank branches and report them as a single operating segment.

 

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions.  These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

 

2.  EARNINGS PER SHARE COMPUTATION

 

Basic earnings per share are computed by dividing net income by the weighted average common shares outstanding for the period (3,560,903 and 3,552,469 shares for the three and nine month periods ended September 30, 2004 and 3,518,621 and 3,507,809 shares for the three and nine month periods ended September 30, 2003).  Diluted earnings per share reflect the potential dilution that could occur if outstanding stock options were exercised using the treasury stock method.   Diluted earnings per share is computed by dividing net income by the weighted average common shares outstanding for the period plus the dilutive effect of options (230,192 and 247,793 shares for the three and nine month periods ended September 30, 2004 and 194,245 and 189,644 shares for the three and  nine month periods ended September 30, 2003).  Earnings per share are retroactively adjusted for stock splits and dividends for all periods presented.  During the periods covered the Company had no stock options that were considered anti-dilutive.

 

6



 

3.  COMPREHENSIVE INCOME

 

Comprehensive income is reported in addition to net income for all periods presented.  Comprehensive income is made up of net income plus other comprehensive income or loss.  The Company’s only source of  comprehensive income or loss, is comprised of changes in unrealized gains or losses, net of taxes, on available-for-sale securities, adjusted for the effect of realized gains or losses on available-for-sale securities, net of taxes.

 

4.  STOCK –BASED COMPENSATION

 

The Company issues stock options under three stock-based compensation plans, the Community Valley Bancorp 1991, 1997 and 2000 Stock Option Plans.  The Company accounts for these plans under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations.  No stock-based compensation cost is reflected in net income, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant.  In accordance with Financial Accounting Standards Board (“FASB”) No. 148, Accounting for Stock-Based Compensation– Transition and Disclosure, an Amendment of FASB No. 123, the following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

 

Pro forma adjustments to the Company’s consolidated net earnings and earnings per share are disclosed during the periods in which the options become vested.

 

(In thousands, except per share data)

 

 

 

Three Months Ended

 

 

 

September 30, 2004

 

September 30, 2003

 

 

 

 

 

 

 

Net income as reported

 

$

1,594

 

$

1,434

 

Deduct: Total stock-based compensation expense determined under the fair value based method for all awards, net of related tax effects

 

(71

)

(65

) 

 

 

 

 

 

 

Pro forma net income

 

$

1,523

 

$

1,369

 

 

 

 

 

 

 

Basic earnings per share - as reported

 

$

0.45

 

$

0.41

 

Basic earnings per share - pro forma

 

$

0.43

 

$

0.39

 

 

 

 

 

 

 

Diluted earnings per share - as reported

 

$

0.42

 

$

0.39

 

Diluted earnings per share - pro forma

 

$

0.40

 

$

0.38

 

 

7



 

 

 

Nine Months Ended

 

 

 

September 30, 2004

 

September 30, 2003

 

 

 

 

 

 

 

Net earnings as reported

 

$

4,147

 

$

3,588

 

Deduct: Total stock-based compensation expense determined under the fair value based method for all awards, net of related tax effects

 

(214

)

(194

)

 

 

 

 

 

 

Pro forma net income

 

$

3,933

 

$

3,393

 

 

 

 

 

 

 

Basic earnings per share - as reported

 

$

1.17

 

$

1.02

 

Basic earnings per share - pro forma

 

$

1.11

 

$

0.97

 

 

 

 

 

 

 

Diluted earnings per share - as reported

 

$

1.09

 

$

0.97

 

Diluted earnings per share - pro forma

 

$

1.04

 

$

0.93

 

 

 

 

Nine Months Ended

 

 

 

September 30, 2004

 

September 30, 2003

 

Dividend yield (not applicable)

 

 

 

 

 

Expected volatility

 

79.07 – 92.26

%

95.16

%

 

 

 

 

 

 

Risk-free interest rate

 

4.02 – 4.12

%

4.52

%

 

 

 

 

 

 

Expected option life

 

10 years

 

10 years

 

Weighted average fair value of options granted during the year

 

$

9.51

 

$

9.86

 

 

8



 

5.  COMMITMENTS AND CONTINGENCIES

 

The Company has certain ongoing commitments under operating leases.  These commitments do not significantly impact operating results. As of September 30, 2004 and December 31, 2003, commitments to extend credit and letters of credit were the only financial instruments with off-balance sheet risk.  The Company has not entered into any contracts for financial derivative instruments such as futures, swaps, options or similar instruments.  Loan commitments and letters of credit were $153,673,000 and $141,308,000 at September 30, 2004 and December 31, 2003, respectively.  As a percentage of net loans, these off-balance sheet items represent 45.0% and 52.3%, respectively.

 

Item  2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF COMMUNITY VALLEY BANCORP

 

The following is Community Valley Bancorp’s (the “Company”) management’s discussion and analysis of the significant changes in balance sheet accounts for September 30, 2004 and December 31, 2003 and income and expense accounts for the three and nine month periods ended September 30, 2004 and 2003. The discussion is designed to provide a better understanding of significant trends related to the Company’s financial condition, results of operations, liquidity, capital resources and interest rate sensitivity.

 

In addition to the historical information contained herein, this report on Form 10-Q contains certain forward-looking statements.  The reader of this report should understand that all such forward-looking statements are subject to various uncertainties and risks that could affect their outcome.   The Company’s actual results could differ materially from those suggested by such forward-looking statements.  Factors that could cause or contribute to such differences include, but are not limited to, variances in the actual versus projected growth in assets, return on assets, loan losses, expenses, rates charged on loans and earned on securities investments, rates paid on deposits, competition effects, fee and other noninterest income earned, general economic conditions, nationally, regionally and in the operating market areas of the Company and its subsidiaries, changes in the regulatory environment, changes in business conditions and inflation, changes in securities markets, data processing problems, a decline in real estate values in the Company’s market area,  the effects of terrorism, including the events of September 11, 2001 and thereafter, and the conduct of the war on terrorism by the United States and its allies, as well as other factors. This entire report should be read putting such forward-looking statements in context.

 

General Development of Business

 

The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. The Company was incorporated under the laws of the State of California in 2002.  As a bank holding company, the Company is authorized to engage in the activities permitted under the Bank Holding Company Act of 1956, as amended, and regulations thereunder.  Its principal office is located at 2041 Forest Avenue, Chico, California 95928 and its telephone number is (530) 899-2344.

 

The Company owns 100% of the issued and outstanding common shares of Butte Community Bank.  Butte Community Bank was incorporated and commenced business in Paradise and Oroville, California in 1990.  Butte Community Bank operates ten full service offices within its primary service areas of Butte, Sutter, Yuba and Tehama Counties.  The Bank also maintains Loan Production Offices in Citrus Heights and Redding. Butte Community Bank’s primary business is serving the commercial banking needs of small to mid-sized businesses and consumers within those counties.  Butte Community Bank accepts checking and savings deposits, offers money market deposit accounts and certificates of deposit, makes secured and unsecured commercial, secured real estate, and other installment and term loans and offers other customary banking services.

 

9



 

Critical Accounting Policies

 

General

 

The Company’s significant accounting principles are described in Note 1 of the consolidated financial statements in the Company’s 2003 Annual Report to Shareholders on Form 10-K and are essential to understanding Management’s Discussion and Analysis of Results of Operations and Financial Condition. Community Valley Bancorp’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The financial information contained within our statements is, to a significant extent, financial information that is based on measures of the financial effects of transactions and events that have already occurred. Some of the Company’s accounting principles require significant judgement to estimate values of assets or liabilities. In addition, certain accounting principles require significant judgment in applying the complex accounting principles to transactions to determine the most appropriate treatment. The following is a summary of the more judgmental and complex accounting estimates and principles.

 

Allowance for Loan Losses (ALL)

 

The allowance for loan losses is management’s best estimate of the probable losses that may be sustained in our loan portfolio. The allowance is based on two basic principles of accounting:  (1) SFAS No.5 which requires that losses be accrued when they are probable of occurring and estimable and (2) SFAS No. 114, which requires that losses be accrued on impaired loans based on the differences between the value of collateral, present value of future cash flows or values that are observable in the secondary market and the loan balance. The Company performs periodic and systematic detailed evaluations of its lending portfolio to identify and estimate the inherent risks and assess the overall collectibility. These evaluations include general conditions such as the portfolio composition, size and maturities of various segmented portions of the portfolio such as secured, unsecured, construction, and Small Business Administration (“SBA”).

 

Additional factors include concentrations of borrowers, industries, geographical sectors, loan product, loan classes and collateral types, volume and trends of loan delinquencies and non-accrual, criticized and classified assets and trends in the aggregate in significant credits identified as watch list items. There are several components to the determination of the adequacy of the ALL. Each of these components is determined based upon estimates that can and do change when the actual events occur. The Company estimates the SFAS No. 5 portion of the ALL based on the segmentation of its portfolio. For those segments that require an ALL, the Company estimates loan losses on a monthly basis based upon its ongoing loan review process and analysis of loan performance. The Company follows a systematic and consistently applied approach to select the most appropriate loss measurement methods and support its conclusions and rationale with written documentation. One method of estimating loan losses for groups of loans is through the application of loss rates to the groups’ aggregate loan balances. Such rates typically reflect historical loss experience for each group of loans, adjusted for relevant economic factors over a defined period of time. The Company evaluates and modifies its loss estimation model as needed to ensure that the resulting loss estimate is consistent with GAAP.

 

For individually impaired loans, SFAS No. 114 provides guidance on the acceptable methods to measure impairment. Specifically, SFAS No. 114 states that when a loan is impaired, the Company should measure impairment based on the present value of expected future principal and interest cash flows discounted at the loan’s effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan’s observable market price or the fair value of collateral, if the loan is collateral dependent. When developing the estimate of future cash flows for a loan, the Company considers all available information reflecting past events and current conditions, including the effect of existing environmental factors.

 

10



 

Loan Sales and Servicing

 

The Company originates government guaranteed loans and mortgage loans that may be sold in the secondary market.  The amounts of gains recorded on sales of loans and the initial recording of servicing assets and interest only (I/O) strips is based on the estimated fair values of the respective components.  In recording the initial value of the servicing assets and the fair value of the I/O strips receivable, the Company uses estimates which are based on management’s expectations of future prepayments and discount rates.  Servicing assets are amortized over the estimated life of the related loan.  I/O strips are not significant at September 30, 2004.  These prepayment and discount rates were based on current market conditions and historical performance of the various pools of serviced loans.  If actual prepayments with respect to sold loans occur more quickly than projected the carrying value of the servicing assets may have to be adjusted through a charge to earnings.

 

Stock-Based Compensation

 

The Company uses the intrinsic value based method for measuring compensation cost related to stock options. Under the intrinsic value based method, compensation cost is the excess, if any, of the quoted market price of the stock at grant date over the amount an employee must pay to acquire the stock. This cost is amortized on a straight-line basis over the vesting period of the options granted. The Company applies Accounting Principles Board Opinion (“APB”) No. 25 Accounting for Stock Issued to Employees and related interpretations in accounting for stock options.  No compensation cost has been recorded in the accompanying financial statements because all options have been granted at an exercise price of no less than the fair market value at date of grant.

 

Revenue recognition

 

The Company’s primary source of revenue is interest income, which is the difference between the interest income it receives on interest-earning assets and the interest expense it pays on interest-bearing liabilities, and (ii) fee income, which includes fees earned on deposit services, income from SBA lending, electronic-based cash management services, mortgage brokerage fee income and merchant credit card processing services. Interest income is recorded on an accrual basis. Note 1 to the Consolidated Financial Statements in the Company’s 2003 Annual Report to Shareholders on Form 10-K offers an explanation of the process for determining when the accrual of interest income is discontinued on an impaired loan.

 

Overview

 

The Company recorded net income of $1,594,000 for the quarter ended September 30, 2004, which was an 11% increase from the $1,434,000 reported for the same period of 2003.  Diluted earnings per share for the third quarter of 2004 were $0.42, compared to the $0.39 recorded in the third quarter of 2003.  The annualized return on average equity (ROAE) and the return on average assets (ROA) for the third quarter of 2004 were 17.34% and 1.36%, respectively, as compared to 17.80% and 1.34%, respectively, for the same period in 2003.

 

Net income for the nine months ended September 30, 2004 was $4,147,000 (up 15.6%) compared to the $3,587,000 recorded in the first nine months of 2003.   The primary reasons for the increase in net income were the growth in earning assets the company experienced as well as decreases in average rates paid, primarily on certificates of deposit and demand deposits.

 

Total assets of the Company increased by $36,454,000 or (9.4%) from December 31, 2003 to $423,177,000 at September 30, 2004.  Net loans totaled $341,421,000, up $71,190,000 (26.3%) from the ending balances on December 31, 2003.  Deposit balances at September 30, 2004 totaled $374,817,000, up $32,306,000 (9.4%) from December 31, 2003.

 

11



 

Table One below provides a summary of the components of net income for the periods indicated:

 

Table One:  Components of Net Income

 

 

 

Three months ended
September 30,

 

Nine months ended
September 30,

 

(In thousands, except percentages)

 

2004

 

2003

 

2004

 

2003

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

$

5,521

 

$

4,449

 

$

14,989

 

$

12,383

 

Provision for loan losses

 

(225

)

(210

)

(640

)

(480

)

Non-interest income

 

1,366

 

1,519

 

4,150

 

4,085

 

Non-interest expense

 

(4,032

)

(3,435

)

(11,569

)

(9,986

)

Provision for income taxes

 

(1,036

)

(889

)

(2,783

)

(2,415

)

 

 

 

 

 

 

 

 

 

 

Net income

 

$

1,594

 

$

1,434

 

$

4,147

 

$

3,587

 

 

 

 

 

 

 

 

 

 

 

Average total assets (In millions)

 

$

421.1

 

$

381.1

 

$

408.1

 

$

363.2

 

Net income (annualized) as a percentage of average total assets

 

1.51

%

1.53

%

1.36

%

1.34

%

 

Results of Operations

 

Net Interest Income and Net Interest Margin

 

Net interest income represents the excess of interest and fees earned on interest earning assets (loans, securities, federal funds sold and investments in time deposits) over the interest paid on deposits and borrowed funds.  Net interest margin is net interest income expressed as a percentage of average earning assets.

 

The Company’s net interest margin was 5.86% for the three months ended September 30, 2004 and 5.58% for the nine month period ending September 30, 2004.  Net interest income increased $1,071,000 (24%) for the third quarter of 2004 compared to the same period in 2003.  Net interest income increased $2,604,000 (21%) for the nine months ended September 30, 2004 over the same period in 2003.   The primary reason for this increase was the loan growth and the resulting interest income and fees associated with that growth together with the decrease in the interest rates paid on deposits.

 

The average balances of interest bearing liabilities were $27,748,000 (10%) higher in the third quarter of 2004 versus the same quarter in 2003. Even though the interest bearing balances increased, rates paid on these liabilities decreased 23 basis points on a quarter over quarter basis.   As a result, interest expense was $77,000 (7.7%) lower in the third quarter of 2004 versus the prior year period.  The average balances of interest bearing liabilities were $32,585,000 (12.4%) higher in the nine-month period ended September 30, 2004 versus the same period in 2003.  Rates paid on interest bearing liabilities decreased 38 basis points on a year over year basis.  The reason for this decrease was the ability of management to channel the growth of the deposits away from higher interest rate certificates of deposit to lower rate demand deposits and to lower the average cost of certificates of deposit as higher cost deposits were re-priced in a lower rate environment.  As a result, interest expense was $412,000 (12.3%) lower in the nine month period ended September 30, 2004 versus the prior year period.

 

Table Two, Analysis of Net Interest Margin, and Table Three, Analysis of Volume and Rate Changes on Net Interest Income and Expenses, are provided to enable the reader to understand the components and past trends of the Company’s interest income and expense.  Table Two provides an analysis of net interest margin setting forth average assets, liabilities and shareholders’ equity; interest income earned and interest expense paid and average rates earned and paid; and the net interest margin.

 

12



 

Table Two:  Analysis of Net Interest Margin

 

 

 

Three Months Ended September 30,

 

 

 

2004

 

2003

 

 

 

Avg

 

 

 

Avg

 

Avg

 

 

 

Avg

 

(In thousands, except percentages)

 

Balance

 

Interest

 

Yield (4)

 

Balance

 

Interest

 

Yield (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

334,154

 

$

6,306

 

7.51

%

$

268,306

 

$

5,308

 

7.85

%

Taxable investment securities

 

5,529

 

47

 

3.31

%

2,061

 

10

 

1.73

%

Tax-exempt investment securities (2)

 

1,219

 

16

 

5.22

%

817

 

 

 

0

%

Federal funds sold

 

24,784

 

86

 

1.38

%

60,593

 

152

 

1.00

%

Interest bearing deposits in banks

 

9,305

 

64

 

2.74

%

7,298

 

55

 

2.99

%

Total earning assets

 

374,991

 

6,519

 

6.91

%

339,075

 

5,525

 

6.46

%

Cash & due from banks

 

27,040

 

 

 

 

 

17,151

 

 

 

 

 

Other assets

 

19,118

 

 

 

 

 

24,883

 

 

 

 

 

 

 

$

421,149

 

 

 

 

 

$

381,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities & Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW & MMDA

 

$

175,330

 

262

 

0.59

%

$

157,307

 

348

 

0.88

%

Savings

 

31,172

 

37

 

0.47

%

23,329

 

28

 

0.47

%

Time deposits

 

88,377

 

579

 

2.61

%

86,644

 

588

 

2.69

%

Other borrowings

 

8,984

 

120

 

5.31

%

8,772

 

111

 

5.02

%

Total interest bearing liabilities

 

303,863

 

998

 

1.31

%

276,115

 

1,075

 

1.54

%

Demand deposits

 

77,711

 

 

 

 

 

70,082

 

 

 

 

 

Other liabilities

 

6,512

 

 

 

 

 

6,923

 

 

 

 

 

Total liabilities

 

388,086

 

 

 

 

 

353,120

 

 

 

 

 

Shareholders’ equity

 

33,063

 

 

 

 

 

27,989

 

 

 

 

 

 

 

$

421,129

 

 

 

 

 

$

381,109

 

 

 

 

 

Net interest income & margin (3)

 

 

 

$

5,521

 

5.86

%

 

 

$

4,449

 

5.21

%

 


(1)  Loan interest includes loan fees of $628,000 and $497,000 during the three months ended September 30, 2004 and September 30, 2003 respectively.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that are exempt from federal income taxes.

(3)  Net interest margin is computed by dividing net interest income by total average earning assets.

(4)  Average yield is calculated based on actual days in quarter (92 for September 30, 2004 and September 30, 2003) and annualized to actual days in year (366 for 2004 and 365 for 2003).

 

13



 

 

 

Nine Months Ended September 30,

 

 

 

2004

 

2003

 

(In thousands, except percentages)

 

Avg
Balance

 

Interest

 

Avg
Yield (4)

 

Avg
Balance

 

Interest

 

Avg
Yield (4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans (1)

 

$

302,302

 

$

17,278

 

7.63

%

$

250,711

 

$

14,953

 

7.97

%

Taxable investment securities

 

4,260

 

111

 

3.45

%

2,047

 

71

 

4.70

%

Tax-exempt investment securities (2)

 

889

 

36

 

5.41

%

957

 

38

 

5.31

%

Federal funds sold

 

41,407

 

329

 

1.06

%

63,206

 

533

 

1.13

%

Interest bearing deposits in banks

 

8,806

 

180

 

2.73

%

5,918

 

145

 

3.28

%

Total earning assets

 

357,664

 

17,934

 

6.70

%

322,839

 

15,740

 

6.52

%

Cash & due from banks

 

26,339

 

 

 

 

 

15,715

 

 

 

 

 

Other assets

 

24,095

 

 

 

 

 

24,605

 

 

 

 

 

 

 

$

408,098

 

 

 

 

 

$

363,159

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities & Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW & MMDA

 

$

172,296

 

827

 

0.64

%

$

146,492

 

1,075

 

0.98

%

Savings

 

28,353

 

103

 

0.49

%

21,620

 

91

 

0.56

%

Time deposits

 

86,242

 

1,674

 

2.59

%

86,281

 

1,830

 

2.84

%

Other borrowings

 

8,859

 

340

 

5.13

%

8,772

 

361

 

5.50

%

Total interest bearing liabilities

 

295,750

 

2,944

 

1.33

%

263,165

 

3,357

 

1.71

%

Demand deposits

 

73,506

 

 

 

 

 

65,447

 

 

 

 

 

Other liabilities

 

6,910

 

 

 

 

 

7,554

 

 

 

 

 

Total liabilities

 

376,166

 

 

 

 

 

336,166

 

 

 

 

 

Shareholders’ equity

 

31,932

 

 

 

 

 

26,993

 

 

 

 

 

 

 

$

408,098

 

 

 

 

 

$

363,159

 

 

 

 

 

Net interest income & margin (3)

 

 

 

14,989

 

5.58

%

 

 

12,383

 

5.13

%

 


(1)  Loan interest includes loan fees of $1,659,000 and $1,414,000 during the nine months ended September 30, 2004 and September 30, 2003, respectively.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that is exempt from federal income taxes.

(3)  Net interest margin is computed by dividing net interest income by total average earning assets.

(4)  Average yield is calculated based on actual days in period (274 for September 30, 2004 and 273 days for September 30, 2003) and annualized to actual days in year (366 for 2004 and 365 for 2003).

 

14



 

Table Three sets forth a summary of the changes in interest income and interest expense from changes in average asset and liability balances (volume) and changes in average interest rates.  On a quarter over quarter basis for the period ending September 30, 2004 net interest income has increased $1,071,000 over the same time period in 2003.  Interest income from earning assets has increased by $994,000. Changes in the volume of earning assets, primarily loans, have resulted in an increase in interest income of $1,240,000 while interest income from changes in rates has decreased by $246,000.   Changes in the volume of interest bearing liabilities, primarily the increase in balances of demand deposits, has resulted in a net increase of interest expense of $64,000.  Decreases in average rates paid, primarily on certificates of deposit and demand deposits have resulted in an interest expense reduction of $141,000.   On a year-to-date basis through September 30, 2004, net interest income has increased $2,604,000 over the same time period in 2003.  Interest income from earning assets has increased by $2,191,000.  Changes in the volume of earning assets, primarily loans, have resulted in an increase in interest income of $3,042,000 while interest income from changes in rates has decreased by $851,000.  Interest expense for the nine month period was $413,000 less than the same time period in 2003.  Changes in the volume of interest bearing liabilities, primarily the increase in balances of demand deposits, have resulted in a net increase of interest expense of $221,000.  Decreases in average rates paid, primarily on certificates of deposit and demand deposits have resulted in an interest expense reduction of $634,000.

 

Table Three:  Analysis of Volume and Rate Changes on Net Interest Income and Expenses

(In thousands) Three Months Ended September 30, 2004 over 2003

 

Increase (decrease) due to change in:

 

 

 

Volume

 

Rate (3)

 

Net Change

 

Interest-earning assets:

 

 

 

 

 

 

 

Net loans (1)

 

$

1,299

 

$

(301

)

$

998

 

Taxable investment securities

 

15

 

22

 

37

 

Tax exempt investment securities (2)

 

0

 

16

 

16

 

Federal funds sold

 

(90

)

24

 

(66

)

Interest bearing deposits in banks

 

15

 

(6

)

9

 

Total

 

1,240

 

(246

)

994

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

NOW & MMDA

 

40

 

(126

)

(86

)

Savings deposits

 

9

 

 

 

9

 

Time deposits

 

12

 

(21

)

(9

)

Other borrowings

 

3

 

6

 

9

 

Total

 

64

 

(141

)

(77

)

Interest differential

 

$

1,176

 

$

(105

)

$

1,071

 

 


(1)  The average balance of non-accruing loans is immaterial as a percentage of total loans and, as such, has been included in net loans.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that is exempt from federal income taxes.

(3)  The rate/volume variance has been included in the rate variance.

 

15



 

Table Three:  Analysis of Volume and Rate Changes on Net Interest Income and Expenses

(In thousands) Nine Months Ended September 30, 2004 over 2003

 

Increase (decrease) due to change in:

 

 

 

Volume

 

Rate (3)

 

Net Change

 

Interest-earning assets:

 

 

 

 

 

 

 

Net loans (1)

 

$

3,080

 

$

(755

)

$

2,325

 

Taxable investment securities

 

78

 

(38

)

40

 

Tax exempt investment securities (2)

 

(3

)

1

 

(2

)

Federal funds sold

 

(184

)

(20

)

(204

)

Investment in time deposits

 

71

 

(36

)

35

 

Total

 

3,042

 

(848

)

2,194

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

Demand deposits

 

190

 

(438

)

(248

)

Savings deposits

 

28

 

(16

)

12

 

Time deposits

 

(1

)

(154

)

(155

)

Other borrowings

 

4

 

(25

)

(21

)

Total

 

221

 

(633

)

(412

)

Interest differential

 

$

2,821

 

$

(215

)

$

2,606

 

 


(1)  The average balance of non-accruing loans is immaterial as a percentage of total loans and, as such, has been included in net loans.

(2)  Does not include taxable-equivalent adjustments that primarily relate to income on certain securities that is exempt from federal income taxes.

(3)  The rate/volume variance has been included in the rate variance.

 

16



 

Non-interest Income

 

Table Four below provides a summary of the components of noninterest income for the periods indicated (dollars in thousands) (percent of assets annualized):

 

Table Four:  Components of Noninterest Income

 

Three Months Ended September 30,

 

 

 

2004

 

% of Avg.
Assets

 

2003

 

% of Avg.
Assets

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

575

 

.55

 

$

415

 

.44

 

Loan servicing fees

 

103

 

.10

 

240

 

.26

 

Fees - alternative investment sales

 

85

 

.08

 

70

 

.07

 

Merchant fee income

 

81

 

.08

 

64

 

.07

 

Gain on the sale of loans

 

255

 

.24

 

460

 

.49

 

Other

 

268

 

.25

 

270

 

.29

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

$

1,367

 

1.30

 

$

1,519

 

1.62

 

 

Nine Months Ended September 30,

 

 

 

2004

 

% of Avg.
Assets

 

2003

 

% of Avg.
Assets

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

1,539

 

.50

 

$

937

 

.35

 

Loan servicing fees

 

289

 

.09

 

354

 

.13

 

Fees - alternative investment sales

 

315

 

.10

 

150

 

.06

 

Merchant fee income

 

243

 

.08

 

215

 

.08

 

Gain on the sale of loans

 

1,043

 

.34

 

1,962

 

.72

 

Other

 

721

 

.24

 

467

 

.17

 

 

 

 

 

 

 

 

 

 

 

Total non-interest income

 

$

4,150

 

1.36

 

$

4,085

 

1.51

 

 

Non-interest income was down $152,000 (10%) to $1,367,000 for the three months ended September 30, 2004 as compared to $1,519,000 for the three months ended September 30, 2003.    Increases in non-interest income were realized in fees from service charges (up 38.6%), fees from alternative investment sales (up 21.4%) and merchant processing fees (up 32.8%). Loan servicing income and gains on the sale of loans declined (133% and 81.8% respectively) as a result of fewer loans being sold in the secondary market through FNMA (Fannie Mae) as many customers of the Company had already taken advantage of the low levels in mortgage financing rates during 2003.   Other income also declined on a quarter over quarter basis by (1.5%) The increase in service charge income was the result of additional deposit accounts opened during the third quarter, an overall increase in fees charged for services which were increased in the third quarter of 2004 and fees resulting from the overdraft privilege deposit product.  The Alternative Investment Department, which sells third-party mutual funds and annuities, experienced an increase in fees due to an increase in sales during the third quarter.

 

17



 

For the nine months ended September 30, 2004, non-interest income was up $65,000 (1.6%) to $4,150,000 as compared to the $4,085,000 total for the nine months ended September 30, 2003.   All of the components of non-interest income showed gains with the exception of loan servicing fees which was down $65,000 or (18.4%) and gains on the sale of loans which was down $920,000 or (46.8%) for the same reasons stated above for the three month period.  Increases were realized in service charges on deposit accounts up $602,000 or (64.2%), alternative investment sales up $165,000 or (110.0%), merchant fee income up $32,000 or (14.9%) and other up $251,000 or (53.7%).

 

Non-interest Expense

 

Non-interest expense increased $597,000 (17.4%) to $4,032,000 in the third quarter of 2004 versus $3,435,000 in the third quarter of 2003.  On a quarter over quarter basis, full time equivalent employees increased by 6 to 195.  Salary and employee benefits increased $238,000 (11.9%) resulting from normal cost of living raises, and staffing additions made during the year as the Company continues to grow and implement the new technology acquired during the year.  Benefit costs and employer taxes increased commensurate with the salaries.    On a quarter over quarter basis, occupancy expenses were higher by $47,000 (19.9%).  This increase in costs is associated with the opening of the Red Bluff office and the Marysville office, and is related to building depreciation, utilities, janitorial services and property taxes.   Furniture and equipment expense was $399,000 in the third quarter of 2004 compared to $284,000 in the same period of 2003, representing a 40.5% increase.   Other expenses increased $197,000 (21.6%) in the third quarter of 2004 versus the second quarter of 2003.

 

Non-interest expense for the nine month period ended September 30, 2004 was $11,569,000 versus $9,987,000 for the same period in 2003.  Salaries and benefits increased by $732,000 (12.4%) due to cost of living raises added benefit costs and employer taxes associated with the staffing additions made during the year as the Company continues to grow and implement the new technology acquired during the year.  On a year over year basis, full time equivalent employees increased by 17 to 195.   Occupancy expense was up $155,000 (25.3%) from the first nine months of 2003 to the first nine months of 2004.  Furniture and equipment expense was up 346,000 (46%).  This increase relates to technology upgrades made to our core banking systems and the furniture fixtures and equipment needed to open the two offices mentioned above. As with the quarter-to-quarter comparison, much of the increase in occupancy expense is also related to the opening of the new Red Bluff and Marysville offices.   Other expenses increased by $300,000 (12.8%).

 

Provision for Loan Losses

 

The Company provided $225,000 for loan losses for the third quarter of 2004 as compared to $210,000 for the third quarter of 2003.  Net loan charge-offs for the three months ended September 30, 2004 was $5,000 as compared to $14,000 for the three months ended September 30, 2003.   For the first nine months of 2004, the Company made provisions for loan losses of $640,000.   This compares to the provision for loan losses of $480,000 for the first nine months of 2003.  Net loan recoveries for the nine months ended September 30, 2004 was $6,000 as compared to $14,000 in net loan charge-offs for the same period in 2003.  Management assesses its loan quality on a monthly basis to maintain an adequate allowance for loan losses.  The Company’s loan portfolio composition, non-performing assets and allowance for loan losses are further discussed under the balance sheet Analysis section below.

 

Provision for Income Taxes

 

The effective tax rate for the third quarter and first nine months of 2004 was 39.4% and 40.2%, versus 38.3% and 40.2%, for the same period in 2003.

 

18



 

Balance Sheet Analysis

 

The Company’s total assets were $423,177,000 at September 30, 2004 as compared to $386,723,000 at December 31, 2003, representing an increase of 9.4%.  The average balance of total assets for the nine months ended September 30, 2004 was $408,098,000, which represents an increase of $50,041,000 (12.4%) over the $363,159,000 during the nine-month period ended September 30, 2003.

 

Loans

 

The Company concentrates its lending activities in the following principal areas: 1) commercial; 2) real estate; 3) residential real estate and real estate construction (both commercial and residential); 4) agriculture; and 5) consumer loans.  Commercial and residential real estate loans are generally secured by improved property, with original maturities of 3-10 years.  At September 30, 2004, these principal areas accounted for approximately 19%, 42%, 23%, 8% and 8%, respectively, of the Company’s loan portfolio.    The mix at December 31, 2003 was 20%, 42%, 23%, 7% and 8%.  Continuing strong economic activity in the Company’s market area, new borrowers developed through the Company’s marketing efforts and credit extensions expanded to existing borrowers, offset by normal loan pay-downs and payoffs, resulted in net increases in loan balances for commercial loans.  These changes are consistent with the Company’s history of increased real estate construction activity during the summer months.  Continuing strong economic activity in the Company’s market area, new borrowers developed through the Company’s marketing efforts and credit extensions expanded to existing borrowers, offset by normal loan pay-downs and payoffs, resulted in net increases in loan balances for commercial loans ($10,793,000 or 20%), residential real estate ($30,465,000 or 26.5%), real estate construction ($17,031,000 or 26.9%), agricultural loans ($8,433,000 or 40.5%) and consumer ($3,603,000 or 16.5%).  Table Five below summarizes the composition of the loan portfolio as of September 30, 2004 and December 31, 2003.

 

Table Five: Loan Portfolio Composition

 

(In thousands)

 

September 30,
2004

 

December 31,
2003

 

Commercial

 

$

64,869

 

$

54,076

 

Real estate:

 

 

 

 

 

Mortgage

 

145,377

 

114,912

 

Construction

 

80,227

 

63,196

 

 

 

 

 

 

 

Agriculture

 

29,253

 

20,820

 

Consumer

 

25,450

 

21,847

 

Total loans

 

345,176

 

274,851

 

Allowance for loan losses

 

(4,233

)

(3,587

)

Deferred loan fees, net

 

(1,091

)

(1,033

)

Total net loans

 

$

339,852

 

$

270,231

 

 

The majority of the Company’s loans are direct loans made to individuals and local businesses.  The Company relies substantially on local promotional activity and personal contacts by bank officers, directors and employees to compete with other financial institutions.  The Company makes loans to borrowers whose applications include a sound purpose and a viable primary repayment source, generally supported by a secondary source of repayment.

 

Commercial loans consist of credit lines for operating needs, loans for equipment purchases, working capital, and various other business loan products.  Consumer loans include a range of traditional consumer loan products such as personal lines of credit and loans to finance purchases of autos, boats, recreational vehicles, mobile homes and various other consumer items.

 

19



 

Real estate construction loans are generally composed of commitments to customers within the Company’s service area for construction of both commercial properties and custom and semi-custom single-family residences.  Real estate mortgage loans consist primarily of loans secured by first trust deeds on commercial and residential properties typically with maturities from 3 to 10 years and original loan to value ratios generally from 65% to 80%.  Agriculture loans consist primarily of crop loans to farmers of peaches, prunes, walnuts, almonds and rice.  In general, except in the case of loans with SBA or FMHA guarantees, the Company does not retain long-term mortgage loans; however, Butte Community Bank has a residential lending division to assist customers in securing most forms of longer term single-family mortgage financing.

 

Risk Elements

 

The Company assesses and manages credit risk on an ongoing basis through a credit culture that emphasizes excellent credit quality, extensive internal monitoring and established formal lending policies.  Additionally, the Company contracts with an outside loan review consultant to periodically review the existing loan portfolio.  Management believes its ability to identify and assess risk and return characteristics of the Company’s loan portfolio is critical for profitability and growth.  Management strives to continue its emphasis on credit quality in the loan approval process, active credit administration and regular monitoring.  With this in mind, management has designed and implemented a comprehensive loan review and grading system that functions to continually assess the credit risk inherent in the loan portfolio.

 

Ultimately, underlying trends in economic and business cycles may influence credit quality.  The Company’s business is concentrated in the Butte and Sutter County Area. The economy of these two counties is diversified with professional services, manufacturing, agriculture and real estate investment and construction.

 

Special emphasis is placed within the communities in which the Company has offices (Chico, Paradise, Magalia, Oroville, Yuba City, Red Bluff, and Marysville).  The Company also maintains loan production offices in the cities of Citrus Heights and Redding.  Single-family residential construction is the primary lending product from the Roseville location serving the greater Sacramento area.  The primary focus of the loan production office in Redding is commercial loans with an emphasis on SBA and other government loan programs.

 

The Company has significant extensions of credit and commitments to extend credit that are secured by real estate.  The ultimate repayment of these loans is generally dependent on personal or business cash flows or the sale or refinancing of the real estate.  The Company monitors the effects of current and expected market conditions and other factors on the collectability of real estate loans.  The more significant factors management considers involve the following:  lease, absorption and sale rates; real estate values and rates of return; operating expenses; inflation; and sufficiency of collateral independent of the real estate including, in limited instances, personal guarantees.

 

In extending credit and commitments to borrowers, the Company generally requires collateral and/or guarantees as security.  The repayment of such loans is expected to come from cash flow or from proceeds from the sale of selected assets of the borrowers.  The Company’s requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with management’s evaluation of the creditworthiness of the borrower.  Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property.  The Company secures its collateral by perfecting its security interest in business assets, obtaining deeds of trust, or outright possession among other means.

 

In management’s judgment, a concentration exists in real estate loans, which represented approximately 64.8% of the Company’s loan portfolio at September 30, 2004, which is the same, on a percentage basis, as the 64.8% concentration level at December 31, 2003.  Management believes the concentration to have no more than the normal risk of collectability; however, a substantial decline in the economy in general, or a decline in real estate values in the Company’s primary market areas in particular, could have an adverse impact on the collectability of these loans and require an increase in the provision for loan losses which could adversely affect

 

20



 

the Company’s future prospects, results of operations, profitability and stock price.  Management believes that its lending policies and underwriting standards will tend to minimize losses in an economic downturn; however, there is no assurance that losses will not occur under such circumstances.  The Company’s loan policies and underwriting standards include, but are not limited to, the following: (1) maintaining a thorough understanding of the Company’s service area and originating a significant majority of its loans within that area, (2) maintaining a thorough understanding of borrowers’ knowledge, capacity, and market position in their field of expertise, (3) basing real estate loan approvals not only on market demand for the project, but also on the borrowers’ capacity to support the project financially in the event it does not perform to expectations (whether sale or income performance), and (4) maintaining conforming and prudent loan to value and loan to cost ratios based on independent outside appraisals and ongoing inspection and analysis by the Company’s lending officers.

 

Nonaccrual, Past Due and Restructured Loans

 

Management generally places loans on nonaccrual status when they become 90 days past due, unless the loan is well secured and in the process of collection.  Loans are charged off when, in the opinion of management,

collection appears unlikely.

 

Table Six below sets forth nonaccrual loans as of September 30, 2004 and December 31, 2003.  There were no loans past due 90 days or more and still accruing interest at September 30, 2004 or December 31, 2003.

 

Table Six:  Non-Performing Loans

 

(In thousands)

 

September 30,
2004

 

December 31,
2003

 

Nonaccrual:

 

 

 

 

 

Commercial

 

17

 

46

 

Real estate

 

71

 

 

 

Consumer and other

 

 

 

8

 

Total non-performing loans

 

$

88

 

$

54

 

 

At September 30, 2004, non-performing loans and leases were .03% of total loans and leases.  The recorded investments in loans that were considered to be impaired totaled $88,000 at September 30, 2004 and $54,000 at December 31, 2003.  Foreclosure proceedings are underway on the real estate loan for $71,000.  This loan and the commercial loan for $17,000 are well secured and have very low potential for loss.  There were no loan concentrations in excess of 10% of total loans not otherwise disclosed as a category of loans as of September 30, 2004 or December 31, 2003.  Management is not aware of any potential problem loans, which were accruing and current at September 30, 2004, where serious doubt exists as to the ability of the borrower to comply with the present repayment terms.

 

Allowance for Loan Losses Activity

 

We employ a systematic methodology for determining the allowance for loan losses that includes a monthly review process and monthly adjustment of the allowance.  Our process includes a periodic review of individual loans that have been specifically identified as problem loans or have characteristics which could lead to impairment, as well as detailed reviews of other loans (either individually or in pools).  While this methodology utilizes historical and other objective information, the establishment of the allowance for loan losses and the classification of loans are, to some extent, based on management’s judgment and experience.

 

21



 

Our methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan losses that management believes is appropriate at each reporting date.  Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors.  Quantitative factors also incorporate known information about individual loans, including borrowers’ sensitivity to interest rate movements and borrowers’ sensitivity to quantifiable external factors including commodity prices as well as acts of nature (freezes, earthquakes, fires, etc.) that occur in a particular period.

 

Qualitative factors include the general economic environment in our markets and, in particular, the state of the agriculture industry and other key industries in the Northern Sacramento Valley.  The way a particular loan might be structured, the extent and nature of waivers of existing loan policies, loan concentrations and the rate of portfolio growth are other qualitative factors that are considered.

 

Our methodology is, and has been, consistently followed.  However, as we add new products, increase in complexity, and expand our geographic coverage, we expect to enhance our methodology to keep pace with the size and complexity of the loan portfolio.  On an ongoing basis we engage outside firms to independently assess our methodology, and to perform independent credit reviews of our loan portfolio.  The FDIC and the California Department of Financial Institutions review the allowance for loan losses as an integral part of the examination processes.  Management believes that our current methodology is appropriate given our size and level of complexity.  Further, management believes that the allowance for loan losses is adequate as of September 30, 2004 to cover known and inherent risks in the loan portfolio.  However, fluctuations in credit quality, or changes in economic conditions or other factors could cause management to increase or decrease the allowance for loan losses as necessary.

 

The Board of Directors of the Bank reviews the adequacy of the allowance for loan losses at least quarterly to include consideration of the relative risks in the portfolio and current economic conditions.  The allowance is adjusted based on that review if, in the judgment of the loan committee and management, changes are warranted.  The allowance for loan losses totaled $4,233,000 or 1.22% of total loans at September 30, 2004 and $3,587,000 or 1.31% at December 31, 2003.  Net charge-offs to average loans for the third quarter were .006% and year to date through September 30, 2004 are zero.

 

22



 

Table Seven below summarizes, for the periods indicated, the activity in the allowance for loan losses.

 

Table Seven: Allowance for Loan Losses

 

(In thousands, except for percentages)

 

Three Months
Ended
September 30,

 

Nine Months
Ended
September 30,

 

 

 

2004

 

2003

 

2004

 

2003

 

Average loans outstanding

 

$

334,154

 

$

268,306

 

$

302,502

 

$

250,711

 

 

 

 

 

 

 

 

 

 

 

Allowance for possible loan losses at beginning of period

 

$

4,013

 

$

3,277

 

$

3,587

 

$

3,007

 

 

 

 

 

 

 

 

 

 

 

Loans charged off:

 

 

 

 

 

 

 

 

 

Commercial

 

(6

)

(14

)

(6

)

(14

)

Real estate

 

 

 

 

 

 

 

 

 

Consumer

 

(8

)

 

 

(15

)

(4

)

Total

 

(14

)

(14

)

(21

)

(18

)

Recoveries of loans previously charged off:

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

14

 

 

 

Real estate

 

 

 

 

 

 

 

 

 

Consumer

 

9

 

 

 

13

 

4

 

Total

 

(5

)

 

 

27

 

4

 

Net loan recoveries (charge-offs)

 

(5

)

(14

)

6

 

(14

)

 

 

 

 

 

 

 

 

 

 

Additions to allowance charged to operating expenses

 

225

 

210

 

640

 

480

 

Allowance for loan losses at end of period

 

$

4,233

 

$

3,473

 

4,233

 

3,473

 

Ratio of net charge-offs to average loans outstanding

 

.00

%

(.005

)%

.00

%

(.006

)%

Provision for possible loan losses to average loans outstanding

 

.06

%

.08

%

.20

%

.19

%

Allowance for loan losses to loans net of deferred fees at end of period

 

1.22

%

1.28

%

1.22

%

1.28

%

 

It is the policy of management to maintain the allowance for loan losses at a level adequate for known and inherent risks in the portfolio.  Based on information currently available to analyze inherent credit risk, including economic factors, overall credit quality, historical delinquencies and a history of actual charge-offs, management believes that the provision for loan losses and the allowance are prudent and adequate.  The Company generally makes monthly allocations to the allowance for loan losses.  The budgeted allocation is based on estimates of loss risk and loan growth.  Adjustments may be made based on differences from estimated loan growth, the types of loans constituting this growth, changes in risk ratings within the portfolio, and general economic conditions.  However, no prediction of the ultimate level of loans charged off in future years can be made with any certainty.

 

Other Real Estate

 

At September 30, 2004 and December 31, 2003, the Company did not have any other real estate (“ORE”) properties.

 

23



 

Deposits

 

At September 30, 2004, total deposits were $374,817,000 representing an increase of $32,306,000 (9.4%) over the December 31, 2003 balance of $342,511,000.  Non-interest bearing deposits increased $8,524,000 (12.5%) over the December 31, 2003 balance of $68,463,000 and interest bearing deposits increased $23,782,000 (8.7%) over the December 31, 2003 balance of $274,048,000.

 

Capital Resources

 

The current and projected capital position of the Company and the impact of capital plans and long-term strategies are reviewed regularly by management. The Company’s capital position represents the level of capital available to support continued operations and expansion.

 

The Board of Directors of the Company authorized the payment of a cash dividend of $.056 per share on January 23, 2003, April 24, 2003, July 25, 2003, October 24, 2003, and $.075 per share on January 23, 2004, March 23, 2004, June 15, 2004, and September 16, 2004.  The payment of dividends in the future is subject to the discretion of the Board of Directors of the Company and will depend on earnings, the financial condition of the Company and other relevant factors.  The per share amounts have been retroactively restated for the Company’s 4 for 3 stock split approved by the Board of Directors on February 17, 2004.

 

The Company and its subsidiary Bank are subject to certain regulations issued by the Board of Governors of the Federal Reserve System and the FDIC which require maintenance of certain levels of capital.  At September 30, 2004, shareholders’ equity was $33,378,000, representing an increase of $3,429,000 (11.4%) from $29,949,000 at December 31, 2003.  The increase is primarily the result of the net income for the period offset by the repurchase of common stock by the company and the cash dividends discussed above.  The Bank’s ratio of total risk-based capital to risk adjusted assets was 12.2% at September 30, 2004 compared to 12.1% at December 31, 2003.  Tier 1 risk-based capital to risk-adjusted assets was 11.0% at September 30, 2004 and 10.9% at December 31, 2003.

 

Table Eight below lists the Company and the Bank capital ratios at September 30, 2004 and December 31, 2003, as well as the minimum ratios required under regulatory definitions of capital adequacy.

 

Table Eight:  Capital Ratios (Unaudited)

 

Capital to Risk-Adjusted Assets

 

At September 30,
2004

 

At December 31,
2003

 

Minimum
Regulatory Requirement

 

Company

 

 

 

 

 

 

 

Leverage ratio

 

9.8

%

9.9

%

4.0

%

Tier 1 Risk-Based Capital

 

11.0

%

12.2

%

4.0

%

Total Risk-Based Capital

 

12.1

%

13.4

%

8.0

%

Bank

 

 

 

 

 

 

 

Leverage ratio

 

9.2

%

8.8

%

4.0

%

Tier 1 Risk-Based Capital

 

11.0

%

10.9

%

4.0

%

Total Risk-Based Capital

 

12.2

%

12.1

%

8.0

%

 

24



 

Capital ratios are reviewed on a regular basis to ensure that capital exceeds the prescribed regulatory minimums and is adequate to meet future needs.  All ratios are in excess of the regulatory definition of “Minimum” at September 30, 2004 and December 31, 2003.  The Company was considered “well-capitalized” by regulatory standards, at September 30, 2004 and December 31, 2003.

 

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

 

Market Risk Management

 

Overview.  Market risk is the risk of loss from adverse changes in market prices and rates.  The Company’s market risk arises primarily from interest rate risk inherent in its loan, investment and deposit portfolios.  The goal for managing the assets and liabilities of the Company is to maximize shareholder value and earnings while maintaining a high quality balance sheet without exposing the Company to undue interest rate risk.

 

The Board of Directors has overall responsibility for the interest rate risk management policies.  The Bank has an Asset and Liability Management Committee (ALCO) that establishes and monitors guidelines to control the sensitivity of earnings to changes in interest rates.

 

Asset/Liability Management.  Activities involved in asset/liability management include, but are not limited to, lending, accepting and placing deposits, investing in securities, using trust preferred securities and borrowings.  Interest rate risk is the primary market risk associated with asset/liability management.  Sensitivity of earnings to interest rate changes arises when yields on assets change in a different time period or in a different amount from that of interest costs on liabilities.  To mitigate interest rate risk, the structure of the balance sheet is managed with the goal that movements of interest rates on assets and liabilities are correlated and contributes to earnings even in periods of volatile interest rates.  The asset/liability management policy sets limits on the acceptable amount of variance in net interest margin and market value of equity under changing interest environments.  The Company uses simulation models to forecast earnings, net interest margin and market value of equity.

 

Simulation of earnings is the primary tool used to measure the sensitivity of earnings to interest rate changes.  Using computer-modeling techniques, the Company is able to estimate the potential impact of changing interest rates on earnings.  A balance sheet forecast is prepared monthly using inputs of actual loans, securities and interest bearing liability (i.e. deposits/borrowings) positions as the beginning base.  The forecast balance sheet is processed against seven interest rate scenarios.  These scenarios include a 100, 200 and 300 basis point rising rate forecast, a flat rate forecast and a 100, 200 and 300 basis point falling rate forecast which take place within a one year time frame.  The net interest income is measured during the year assuming a gradual change in rates over the twelve-month horizon.  The Company’s net interest income, as forecast below, was modeled utilizing a forecast balance sheet projected from balances as of the date indicated.

 

Table Nine below summarizes the effect on net interest income (NII) of a ±200 basis point change in interest rates as measured against a constant rate (no change) scenario.  The results shown in Table nine for the two periods, fall within the parameters of the Bank’s policy for interest rate risk.

 

Table Nine:  Interest Rate Risk Simulation of Net Interest as of September 30, 2004 and December 31, 2003

 

 

 

(In thousands)

 

$ Change in NII
from Current
12 Month Horizon
September 30, 2004

 

$ Change in NII
from Current
12 Month Horizon
December 31, 2003

 

Variation from a constant rate scenario

 

 

 

 

 

+200bp

 

$

646

 

$

286

 

- 200bp

 

$

1,140

 

$

714

 

 

25



 

The simulations of earnings do not incorporate any management actions which might moderate the negative consequences of interest rate deviations.  Therefore, they do not reflect likely actual results, but serve as estimates of interest rate risk.  In this simulation, the exposure to net interest income has increased due to a larger volume of assets maturing than liabilities and re-pricing at lower rates.

 

Inflation

 

The impact of inflation on a financial institution differs significantly from that exerted on manufacturing, or other commercial concerns, primarily because its assets and liabilities are largely monetary.  In general, inflation primarily affects the Company and it subsidiaries through its effect on market rates of interest, which affects the Company’s ability to attract loan customers.  Inflation affects the growth of total assets by increasing the level of loan demand, and potentially adversely affects capital adequacy because loan growth in inflationary periods can increase at rates higher than the rate that capital grows through retention of earnings, which may be generated in the future.  In addition to its effects on interest rates, inflation increases overall operating expenses.  Inflation has not had a material effect upon the results of operations of the Company and its subsidiaries during the periods ended September 30, 2004, and 2003.

 

Liquidity

 

Liquidity management refers to the Company’s ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients.  Both assets and liabilities contribute to the Company’s liquidity position.  Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity.  The Company assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs.  Commitments to fund loans at September 30, 2004 and December 31, 2003 were approximately $153,673,000 and $141,308,000, respectively.  Such loans relate primarily to revolving lines of credit and other commercial loans, and to real estate construction loans.

 

The Company’s sources of liquidity consist of cash and due from correspondent banks, overnight Federal funds sold to correspondent banks, unpledged marketable investments and loans held for sale.  On September 30, 2004, consolidated liquid assets totaled $43.4 million or 10.3% of total assets compared to $80.1 million or 20.7% of total assets on December 31, 2003.  Liquid assets in the form of fed funds sold decreased by approximately $30 million due to the growth in the loan portfolio during the third quarter.  In addition to liquid assets, the Company maintains short-term lines of credit in the amount of $6,000,000 with correspondent banks.  There were no borrowings outstanding under these arrangements at September 30, 2004.    The Bank also has informal agreements with various other banks to sell participations in loans, if necessary.  The Company serves primarily a business and professional customer base and, as such, its deposit base is susceptible to economic fluctuations.  Accordingly, management strives to maintain a balanced position of liquid assets to volatile and cyclical deposits.

 

Liquidity is also affected by portfolio maturities and the effect of interest rate fluctuations on the marketability of both assets and liabilities.  The Company can sell any of its unpledged securities held in the available-for-sale category to meet liquidity needs.

 

Item 4. Controls and Procedures

 

(a) Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management as of the end of the Company’s fiscal quarter ended September 30, 2004. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) to allow timely

 

26



 

decisions regarding required disclosure, and (ii) recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.   (b) Internal Control Over Financial Reporting: An evaluation of any changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)), that occurred during the Company’s fiscal quarter ended September 30, 2004, was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and other members of the Company’s senior management. The Company’s Chief Executive Officer and Chief Financial Officer concluded that no change identified in connection with such evaluation has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial r eporting.

 

Item 5.  Subsequent Events

 

On September 29, 2004 the Company filed for Financial Holding Company status with the Federal Reserve Bank of San Francisco with subsequent approval granted on October 29, 2004.  On October 15, 2004 the Company filed with the California Department of Insurance for permission to operate a subsidiary of Community Valley Bancorp called CVB Insurance Agency LLC.

 

On October 28, 2004 the Company filed applications with the California Department of Financial Institutions and the Federal Deposit Insurance Corporation for permission to establish a branch office in the city of Colusa.

 

PART II – OTHER INFORMATION

 

Item 1.  Legal Proceedings.

 

None

 

Item 2.  Changes in Securities and Use of Proceeds.

 

The Board of Directors approved a plan at their June 2003 meeting to repurchase up to $3,000,000 of the outstanding common stock of the Company.  The plan states that stock repurchases may be made from time to time on the open market or through privately negotiated transactions.  The timing of purchases and the exact number of shares to be purchased depends on market conditions.  The share repurchase plan does not include specific price targets or timetables and may be suspended at any time.

 

For the Quarter Ended September 30, 2004

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

(a) Total Number
of Shares
purchased

 

(b) Average
Price Paid per
Share

 

(c) Total Number of
Shares of Publicly
Announced Plan

 

(d) Maximum Dollar Value
of Shares that May Yet Be
Purchased Under the Plan

 

Month #1

 

 

 

 

 

 

 

 

 

July 1, 2004 to

 

 

 

 

 

 

 

 

 

July 31, 2004

 

 

 

 

 

 

 

 

 

Month #2

 

 

 

 

 

 

 

 

 

August 1, 2004 to

 

 

 

 

 

 

 

 

 

August 31, 2004

 

5,000

 

25.45

 

5,000

 

2,548,843

 

Month #3

 

 

 

 

 

 

 

 

 

September 1, 2004 to

 

 

 

 

 

 

 

 

 

September 30, 2004

 

2,015

 

25.35

 

2,015

 

2,497,763

 

 

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Item 3.  Defaults Upon Senior Securities.

 

None

 

Item 4.  Submission of Matters to a Vote of Security Holders.

 

None

 

Item 5.  Other Information.

 

None

 

Item 6.  Exhibits

 

(a)  Exhibits

 

Exhibit
Number

 

Document Description

 

 

 

(31.1)

 

Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

(31.2)

 

Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

(32.1)

 

Certification of CEO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

 

 

(32.2)

 

Certification of CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

(b)  Reports on Form 8-K

 

On July 16, 2004 the Company filed a Report on Form 8-k announcing second quarter earnings for 2004.

 

On September 10, 2004 the Company filed a Report on form 8-k announcing a seven and one half cent per share Cash Dividend for shareholders of record on September 30, 2004 payable October 22, 2004.

 

SIGNATURES

 

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

 

 

 

COMMUNITY VALLEY BANCORP

 

 

 

 

 

November 10, 2004

 

By: /s/ Keith C. Robbins

 

 

 

 

 

 

 

 

Keith C. Robbins

 

 

 

 

 

 

 

President, Chief Executive Officer

 

 

 

 

 

November 10, 2004

 

By: /s/ John F. Coger

 

 

 

 

 

 

 

 

John F. Coger

 

 

 

 

 

 

 

Executive Vice President, CFO/COO

 

 

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