UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 2004 |
OR
¨ | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No.: 000-50126
COMMERCIAL CAPITAL BANCORP, INC.
(Name of Registrant as Specified in its charter)
Nevada | 33-0865080 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
One Venture, 3rd Floor Irvine, California | 92618 | |
(Address of Principal Executive Offices) | (Zip Code) |
Issuers telephone number, including area code: (949) 585-7500
Indicate by check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
Number of shares of common stock outstanding as of April 30, 2004: 30,113,938
PART I
Item 1. | Financial Statements |
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Financial Condition
(Dollars in thousands, except per share data)
March 31, 2004 |
December 31, 2003 |
|||||||
Assets |
||||||||
Cash and cash equivalents: |
||||||||
Cash and due from banks |
$ | 6,758 | $ | 3,540 | ||||
Restricted cash |
1,139 | 526 | ||||||
Federal funds sold |
64,000 | | ||||||
71,897 | 4,066 | |||||||
Securities available-for-sale |
506,782 | 560,729 | ||||||
Federal Home Loan Bank stock, at cost |
48,475 | 41,517 | ||||||
Loans, net of allowance for loan losses of $3,944 and $3,942 |
1,196,925 | 1,047,632 | ||||||
Loans held-for-sale |
3,079 | 14,893 | ||||||
Premises and equipment, net |
1,784 | 1,534 | ||||||
Accrued interest receivable |
7,626 | 6,827 | ||||||
Goodwill |
13,035 | 13,035 | ||||||
Bank-owned life insurance |
18,130 | 17,925 | ||||||
Other assets |
91,923 | 14,981 | ||||||
$ | 1,959,656 | $ | 1,723,139 | |||||
Liabilities and Stockholders Equity |
||||||||
Deposits: |
||||||||
Non-interest bearing demand |
$ | 35,959 | $ | 12,125 | ||||
Interest-bearing: |
||||||||
Money market accounts |
441,595 | 372,273 | ||||||
Savings accounts |
3,105 | 2,700 | ||||||
NOW accounts |
1,084 | 942 | ||||||
Certificate accounts |
254,557 | 257,556 | ||||||
Total deposits |
736,300 | 645,596 | ||||||
Securities sold under agreements to repurchase |
58,502 | 74,475 | ||||||
Advances from Federal Home Loan Bank |
970,477 | 822,519 | ||||||
Warehouse line of credit |
2,100 | 13,794 | ||||||
Junior Subordinated Debentures |
64,435 | | ||||||
Trust Preferred Securities |
| 52,500 | ||||||
Deposits held in trust |
1,139 | 526 | ||||||
Accrued interest payable and other liabilities |
12,943 | 11,687 | ||||||
Total liabilities |
1,845,896 | 1,621,097 | ||||||
Commitments and contingencies |
||||||||
Stockholders equity: |
||||||||
Preferred stock, $0.001 par value. Authorized 100,000,000 shares; none issued and outstanding |
| | ||||||
Common stock, $0.001 par value. Authorized 100,000,000 shares; issued and outstanding 30,100,472 and 29,956,372 shares |
30 | 30 | ||||||
Additional paid-in capital |
74,423 | 72,960 | ||||||
Deferred compensation |
(321 | ) | | |||||
Retained earnings |
37,514 | 30,413 | ||||||
Accumulated other comprehensive gain (loss) |
2,114 | (1,361 | ) | |||||
Total stockholders equity |
113,760 | 102,042 | ||||||
$ | 1,959,656 | $ | 1,723,139 | |||||
See accompanying notes to consolidated financial statements.
1
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Income
(Dollars in thousands, except per share data)
Three Months ended March 31, | ||||||
2004 |
2003 | |||||
Interest income on: |
||||||
Loans |
$ | 15,041 | $ | 8,551 | ||
Securities |
6,170 | 4,597 | ||||
FHLB stock |
399 | 235 | ||||
Federal funds sold and interest-bearing deposits in other banks |
20 | 8 | ||||
Total interest income |
21,630 | 13,391 | ||||
Interest expense on: |
||||||
Deposits |
3,088 | 2,003 | ||||
Advances from Federal Home Loan Bank |
3,895 | 2,115 | ||||
Securities sold under agreements to repurchase |
156 | 469 | ||||
Warehouse line of credit |
51 | 284 | ||||
Junior Subordinated Debentures |
638 | | ||||
Trust Preferred Securities |
| 456 | ||||
Total interest expense |
7,828 | 5,327 | ||||
Net interest income |
13,802 | 8,064 | ||||
Provision for loan losses |
| 609 | ||||
Net interest income after provision for loan losses |
13,802 | 7,455 | ||||
Noninterest income: |
||||||
Gain on sale of loans |
138 | 975 | ||||
Mortgage banking fees |
112 | 75 | ||||
Banking and servicing fees |
437 | 195 | ||||
Other income |
238 | 323 | ||||
Gain on sale of securities |
893 | 1,647 | ||||
1,818 | 3,215 | |||||
Noninterest expenses: |
||||||
Compensation and benefits |
2,210 | 1,504 | ||||
Severance |
| 430 | ||||
Non-cash stock compensation |
29 | 208 | ||||
Occupancy and equipment |
399 | 323 | ||||
Professional and consulting |
217 | 236 | ||||
Marketing |
300 | 214 | ||||
Data processing |
131 | 87 | ||||
Insurance premiums |
209 | 84 | ||||
Loss on early extinguishment of debt |
| 152 | ||||
Other |
544 | 307 | ||||
4,039 | 3,545 | |||||
Income before income tax expense |
11,581 | 7,125 | ||||
Income tax expense |
4,480 | 2,886 | ||||
Net income |
$ | 7,101 | $ | 4,239 | ||
Basic earnings per share |
$ | 0.24 | $ | 0.15 | ||
Diluted earnings per share |
0.22 | 0.14 |
See accompanying notes to consolidated financial statements.
2
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Stockholders Equity and Comprehensive Income
For the Three Months ended March 31, 2004
(Dollars and number of shares in thousands)
Outstanding shares of common stock |
Common stock |
Additional paid-in capital |
Deferred compensation |
Retained earnings |
Accumulated other comprehensive income (loss) |
Total |
|||||||||||||||||||
Balance, December 31, 2003 |
29,956 | $ | 30 | $ | 72,960 | $ | | $ | 30,413 | $ | (1,361 | ) | $ | 102,042 | |||||||||||
Comprehensive income: |
|||||||||||||||||||||||||
Net income |
| | | | 7,101 | | 7,101 | ||||||||||||||||||
Other comprehensive income, net of tax: |
|||||||||||||||||||||||||
Net unrealized gains on securities arising during the period, net of reclassification adjustments |
| | | | | 3,475 | 3,475 | ||||||||||||||||||
Total comprehensive income |
10,576 | ||||||||||||||||||||||||
Acquisition of fractional shares due to stock split |
(2 | ) | | (30 | ) | | | | (30 | ) | |||||||||||||||
Exercise of stock options |
124 | | 251 | | | | 251 | ||||||||||||||||||
Tax benefit from stock options |
| | 892 | | | | 892 | ||||||||||||||||||
Restricted stock awards |
22 | | 350 | (350 | ) | | | | |||||||||||||||||
Amortization of deferred compensation restricted stock awards |
| | | 29 | | | 29 | ||||||||||||||||||
Balance, March 31, 2004 |
30,100 | $ | 30 | $ | 74,423 | $ | (321 | ) | $ | 37,514 | $ | 2,114 | $ | 113,760 | |||||||||||
See accompanying notes to consolidated financial statements.
3
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Unaudited Consolidated Statements of Cash Flows
(Dollars in thousands)
Three Months ended March 31, |
||||||||
2004 |
2003 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 7,101 | $ | 4,239 | ||||
Adjustments to reconcile net income to net cash used in operating activities: |
||||||||
Depreciation and amortization |
1,841 | 787 | ||||||
Stock compensation expense |
29 | 208 | ||||||
Stock dividend from FHLB |
(399 | ) | (235 | ) | ||||
Bank owned life insurance income |
(205 | ) | (107 | ) | ||||
Deferred taxes |
365 | (277 | ) | |||||
Provision for loan losses |
| 609 | ||||||
Gain on sale of securities |
(893 | ) | (1,647 | ) | ||||
Gain on sale of loans |
(138 | ) | (975 | ) | ||||
Loss on early extinguishment of debt |
| 152 | ||||||
Origination of loans held-for-sale, net of principal payments |
(1,172 | ) | (125,926 | ) | ||||
Proceeds from sales of loans held-for-sale |
13,095 | 68,245 | ||||||
Decrease (increase) in accrued interest receivable and other assets |
(4,033 | ) | 1,098 | |||||
Increase in deposits held in trust, accrued interest payable and other liabilities |
1,869 | 259 | ||||||
Other, net |
492 | 283 | ||||||
Net cash provided by (used in) operating activities |
17,952 | (53,287 | ) | |||||
Cash flows from investing activities: |
||||||||
Purchases of securities available-for-sale |
(103,028 | ) | (238,639 | ) | ||||
Proceeds from sales of securities available-for-sale |
68,932 | 96,623 | ||||||
Proceeds from maturities and repayments of securities |
18,771 | 29,693 | ||||||
Purchases of Federal Home Loan Bank stock |
(6,594 | ) | (6,394 | ) | ||||
Origination and purchase of loans, net of principal payments |
(149,429 | ) | (104,414 | ) | ||||
Purchase of leasehold improvements and equipment |
(371 | ) | (45 | ) | ||||
Net cash used in investing activities |
(171,719 | ) | (223,176 | ) | ||||
Cash flows from financing activities: |
||||||||
Net increase in deposits |
90,704 | 95,766 | ||||||
Net (decrease) increase in securities sold under agreements to repurchase |
(15,973 | ) | 23,495 | |||||
Proceeds from Federal Home Loan Bank advances |
170,000 | 140,000 | ||||||
Repayment of Federal Home Loan Bank advances |
(22,000 | ) | (21,152 | ) | ||||
(Decrease) increase in warehouse lines of credit |
(11,694 | ) | 54,232 | |||||
Issuance of Junior Subordinated Debentures |
10,310 | | ||||||
Common stock issued |
| 2,790 | ||||||
Exercise of stock options |
251 | 4 | ||||||
Net cash provided by financing activities |
221,598 | 295,135 | ||||||
Net increase in cash and cash equivalents |
67,831 | 18,672 | ||||||
Cash and cash equivalents: |
||||||||
Beginning of period |
4,066 | 3,408 | ||||||
End of period |
$ | 71,897 | $ | 22,080 | ||||
Supplemental disclosures of cash flow information: |
||||||||
Cash payments for: |
||||||||
Interest |
$ | 7,201 | $ | 5,301 | ||||
Income taxes |
625 | 793 | ||||||
Noncash activity: |
||||||||
Securities purchase commitment |
| 23,518 | ||||||
Securities sales commitment |
73,708 | |
See accompanying notes to consolidated financial statements.
4
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) | Basis of Presentation |
The consolidated financial statements reflect the historical results of operations of Commercial Capital Bancorp, Inc. (the Company), Commercial Capital Bank, FSB (the Bank), Commercial Capital Mortgage, Inc. (CCM) and ComCap Financial Services, Inc. (ComCap).
(2) | Earnings Per Share |
Information used to calculate earnings per share for the three months ended March 31, 2004 and 2003 was as follows:
Three Months ended March 31, | ||||||
2004 |
2003 | |||||
(Dollars in thousands, except per share amounts) | ||||||
Net income |
$ | 7,101 | $ | 4,239 | ||
Weighted average shares: |
||||||
Basic weighted average number of common shares outstanding |
30,018,996 | 28,642,292 | ||||
Dilutive effect of common stock equivalents |
2,196,534 | 1,336,776 | ||||
Diluted weighted average number of common shares outstanding |
32,215,530 | 29,979,068 | ||||
Net income per common share: |
||||||
Basic |
$ | 0.24 | $ | 0.15 | ||
Diluted |
0.22 | 0.14 |
A three-for-two stock split was paid on September 29, 2003 and a four-for-three stock split was paid on February 20, 2004. Prior period financial information has been adjusted to reflect these stock splits.
(3) | Stock Compensation |
As permitted by SFAS 123, Accounting for Stock-Based Compensation, the Company has elected to continue applying the intrinsic value method of APB 25, Accounting for Stock Issued to Employees, in accounting for its stock plans. As required by SFAS 148, Accounting for Stock-Based CompensationTransition and Disclosure, pro forma net income and earnings per share information is provided below, as if the Company accounted for its stock option plans under the fair value method of SFAS 123.
Three Months ended March 31, |
||||||||
2004 |
2003 |
|||||||
(Dollars in thousands, except per share |
||||||||
Net income, as reported |
$ | 7,101 | $ | 4,239 | ||||
Add: Stock-based compensation expense included in reported net income, net of tax |
17 | 121 | ||||||
Less: Total stock-based compensation expense under the fair value method, net of tax |
(140 | ) | (224 | ) | ||||
Net income, pro forma |
$ | 6,978 | $ | 4,136 | ||||
Basic earnings per share: |
||||||||
As reported |
$ | 0.24 | $ | 0.15 | ||||
Pro forma |
0.23 | 0.14 | ||||||
Diluted earnings per share: |
||||||||
As reported |
0.22 | 0.14 | ||||||
Pro forma |
0.22 | 0.14 |
5
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(4) | Operating Segments |
The Companys primary operating segments consist of the Bank and CCM, which are separate operating subsidiaries. The all other category reflects the results of operations and total assets of the parent company only and ComCap. The consolidation adjustments category reflects the elimination of intercompany transactions upon consolidation. Accounting policies followed by the operating segments are consistent with those followed on a consolidated basis. The Bank has purchased loans from CCM on an arms-length basis and the gain on sale of loans recorded by CCM is eliminated upon consolidation. The Bank and the parent company have entered into a master services agreement whereby expenses paid by one party are reimbursed by the other in accordance with the agreement. Financial highlights by line of business were as follows:
Three Months ended March 31, 2004 | ||||||||||||||||||
Bank |
CCM |
All Other Categories |
Consolidation Adjustments |
Total | ||||||||||||||
(Dollars in thousands) | ||||||||||||||||||
Net interest income after provision for loan losses |
$ | 13,560 | $ | 87 | $ | (598 | ) | $ | 753 | $ | 13,802 | |||||||
Noninterest incomeexternal |
1,651 | 187 | 18 | (38 | ) | 1,818 | ||||||||||||
Noninterest incomeintercompany |
(3 | ) | | | 3 | | ||||||||||||
Noninterest expense |
3,256 | 129 | 660 | (6 | ) | 4,039 | ||||||||||||
Income taxes |
4,634 | 62 | (520 | ) | 304 | 4,480 | ||||||||||||
Net income |
$ | 7,318 | $ | 83 | $ | (720 | ) | $ | 420 | $ | 7,101 | |||||||
Total assets |
$ | 1,954,330 | $ | 7,212 | $ | 179,023 | $ | (180,909 | ) | $ | 1,959,656 | |||||||
Three Months ended March 31, 2003 | |||||||||||||||||
Bank |
CCM |
All Other Categories |
Consolidation Adjustments |
Total | |||||||||||||
(Dollars in thousands) | |||||||||||||||||
Net interest income after provision for loan losses |
$ | 6,558 | $ | 957 | $ | (409 | ) | $ | 349 | $ | 7,455 | ||||||
Noninterest incomeexternal |
1,170 | 1,819 | 226 | | 3,215 | ||||||||||||
Noninterest incomeintercompany |
| 1,744 | | (1,744 | ) | | |||||||||||
Noninterest expense |
1,762 | 965 | 896 | (78 | ) | 3,545 | |||||||||||
Income taxes |
2,394 | 1,500 | (454 | ) | (554 | ) | 2,886 | ||||||||||
Net income |
$ | 3,572 | $ | 2,055 | $ | (625 | ) | $ | (763 | ) | $ | 4,239 | |||||
Total assets |
$ | 1,018,891 | $ | 161,070 | $ | 126,104 | $ | (133,186 | ) | $ | 1,172,879 | ||||||
(5) | Recently Issued Accounting Standards |
In May 2003, the Financial Accounting Standards Board (FASB) issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity (SFAS 150). SFAS 150 requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Generally, SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise will be effective as of January 1, 2004, except for mandatorily redeemable instruments. For certain mandatorily redeemable financial instruments, SFAS 150 will be effective for the Company on January 1, 2005. The effective date has been deferred indefinitely for certain other types of mandatorily redeemable financial instruments. SFAS 150 is to be implemented by reporting the cumulative effect of a change in an accounting principle for financial instruments created before May 15, 2003 and still existing at the beginning of the interim period of adoption. The adoption of SFAS 150 did not have a material effect on the Companys financial statements, as the trust preferred securities of the Companys subsidiary trusts continued to be reported as a liability on the consolidated statements of financial condition.
6
COMMERCIAL CAPITAL BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
In December 2003, the FASB issued FASB Interpretation No. 46 (revised December 2003)(FIN 46R), Consolidation of Variable Interest Entities, which addresses how a business enterprise should evaluate whether it has a controlling financial interest in an entity through means other than voting rights and accordingly should consolidate the entity. FIN 46R replaces FASB Interpretation No. 46, Consolidation of Variable Interest Entities, which was issued in January 2003. FIN 46R applies to all variable interests in Variable Interest Entities (VIEs) beginning on January 1, 2004. For VIEs that must be consolidated under FIN 46R, the assets, liabilities and noncontrolling interests of the VIE initially would be measured at their carrying amounts with any difference between the net amount added to the balance sheet and any previously recognized interest being recognized as the cumulative effect of an accounting change. If determining the carrying amounts is not practicable, fair value at the date FIN 46R first applies may be used to measure the assets, liabilities and noncontrolling interest of the VIE. The Company adopted FIN 46R on January 1, 2004 to existing VIEs in which it has variable interests and the effect on the Companys consolidated statement of financial condition was an increase of approximately $1.6 million to both assets and liabilities due to the deconsolidation of subsidiary trusts.
In December 2003, the Accounting Standards Executive Committee of the AICPA issued Statement of Position No. 03-3 (SOP 03-3), Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3 addresses the accounting for differences between the contractual cash flows and the cash flows expected to be collected from purchased loans or debt securities if those differences are attributable, in part, to credit quality. SOP 03-3 requires purchased loans and debt securities to be recorded initially at fair value based on the present value of the cash flows expected to be collected with no carryover of any valuation allowance previously recognized by the seller. Interest income should be recognized based on the effective yield from the cash flows expected to be collected. To the extent that the purchased or debt securities experience subsequent deterioration in credit quality, a valuation allowance would be established for any additional cash flows that are not expected to be received. However, if more cash flows subsequently are expected to be received than originally estimated, the effective yield would be adjusted on a prospective basis. SOP 03-3 will be effective for loans and debt securities acquired after December 31, 2004. The adoption of this statement is not expected to have a material impact on the Companys financial statements.
On March 9, 2004, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 105, Application of Accounting Principles to Loan Commitments, which provides guidance regarding loan commitments on loans to be classified as held-for-sale that are accounted for as derivative instruments. In this Bulletin, the SEC determined that an interest rate lock commitment should generally be valued at zero at inception. The rate locks will continue to be adjusted for changes in value resulting from changes in market interest rates. The Company will adopt this new standard prospectively as of April 1, 2004 and it is not expected to have a material impact on the Companys financial statements.
(6) | Announced Acquisition of Hawthorne Financial Corporation |
On January 27, 2004, the Company entered into an agreement and plan of merger pursuant to which it would acquire Hawthorne Financial Corporation (Hawthorne Financial), the parent of Hawthorne Savings. In connection with the transaction, the Company would issue 1.9333 shares of its common stock for each share of Hawthorne Financial. The proposed acquisition is subject to shareholder and regulatory approval. Hawthorne Savings, the wholly owned federal savings bank subsidiary of Hawthorne Financial, is headquartered in El Segundo, California, operates 15 branches in Southern California and as of March 31, 2004 had $2.74 billion in assets, $2.23 billion in net loans, $1.76 billion in deposits and $191.5 million in stockholders equity. Based on the closing price of the Companys stock on January 27, 2004, the transaction is valued at approximately $440 million, excluding the value of any unexercised options and warrants.
(7) | Issuance of Junior Subordinated Debentures |
On March 31, 2004, the Company issued $10.3 million of junior subordinated debentures to an unconsolidated trust subsidiary, CCB Capital Trust VI (the Trust) with an interest rate of three month LIBOR plus 265 basis points. The initial interest rate was established at 3.76%. The Trust was able to purchase the junior subordinated debentures through the issuance of trust preferred securities which had substantially identical terms as the junior subordinated debentures. The net proceeds from the offering of $10.0 million were contributed as capital to the Bank to support further growth.
7
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations. |
Cautionary Statement Regarding Forward-Looking Statements
A number of the presentations and disclosures in this Form 10-Q, including any statements preceded by, followed by or which include the words may, could, should, will, would, hope, might, believe, expect, anticipate, estimate, intend, plan, assume or similar expressions, constitute forward-looking statements.
These forward-looking statements, implicitly and explicitly, include the assumptions underlying the statements and other information with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates, intentions, financial condition, results of operations, future performance and business, including our expectations and estimates with respect to our revenues, expenses, earnings, return on equity, return on assets, efficiency ratio, asset quality and other financial data and capital and performance ratios.
Although we believe that the expectations reflected in our forward-looking statements are reasonable, these statements involve risks and uncertainties that are subject to change based on various important factors (some of which are beyond our control). The following factors, among others, could cause our financial performance to differ materially from our goals, plans, objectives, intentions, expectations and other forward-looking statements:
| the strength of the United States economy in general and the strength of the regional and local economies within California; |
| adverse changes in the local real estate market, as most of our loans are concentrated in California and the substantial majority of these loans have real estate as collateral; |
| the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; |
| inflation, interest rate, market and monetary fluctuations; |
| our timely development of new products and services in a changing environment, including the features, pricing and quality of our products and services compared to the products and services of our competitors; |
| the willingness of users to substitute competitors products and services for our products and services; |
| the impact of changes in financial services policies, laws and regulations, including laws, regulations and policies concerning taxes, banking, securities and insurance, and the application thereof by regulatory bodies; |
| technological changes; |
| changes in consumer spending and savings habits; and |
| regulatory or judicial proceedings. |
If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained in this Form 10-Q. Therefore, we caution you not to place undue reliance on our forward-looking information and statements.
We do not intend to update our forward-looking information and statements, whether written or oral, to reflect changes. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
General
We are a diversified financial institution holding company which conducts operations through our subsidiaries, Commercial Capital Bank, FSB (the Bank), Commercial Capital Mortgage, Inc. (CCM) and ComCap Financial Services, Inc. (ComCap). During the third quarter of 2003, we formed Commercial Capital Asset Management, Inc., which will provide asset management services to alternative investment funds to be made available to accredited investors.
Following the formation of CCM in 1998, our revenue primarily consisted of transaction driven, noninterest sources of income, including cash gains on the sale of loans to third parties and mortgage banking fees, which consist of fees received on CCMs loan originations, less direct origination costs, including salaries, commissions paid to loan brokers and other third party loan expenses. To
8
a lesser extent, CCM also earned net interest income with respect to its loans for the brief period of time that CCM warehoused the loans pending their sale. The funding for CCMs mortgage banking activities was provided through warehouse lines of credit.
The acquisition of the Bank in December 2000 permitted us to broaden our sources and types of revenue, while at the same time provided us with access to additional sources of funds. The acquisition of the Bank also provided us with the opportunity to acquire a portion of the loans originated by CCM and increase our purchases of mortgage-backed securities, retaining such loans and investments in the Banks portfolio and increasing our net interest income. Consequently, the acquisition of the Bank provided us with an ongoing source of recurring spread income to supplement the transaction-driven, noninterest income we were earning with respect to our mortgage banking activities conducted by CCM. The acquisition of the Bank also provided us with alternative product sources for funding our operations, including deposits, securities sold under reverse repurchase agreements, and Federal Home Loan Bank, or FHLB, advances. Our access to transaction deposits is particularly valuable to our business strategy, because such deposits are generally more relationship-driven and less interest rate sensitive. During 2001 we emphasized growth of the Banks balance sheet and during 2002 we increased our emphasis on growing our retail franchise and opened a banking office in south Orange County. To further support our growth strategy, in December 2002, we completed the initial public offering of our common stock and raised net proceeds of $35.8 million. In January 2003, we issued additional common stock pursuant to the exercise of an over-allotment option granted to our underwriters which raised additional proceeds of $2.8 million. During 2003, we issued an additional $17.5 million of trust preferred securities, $7.5 million in September 2003 and $10.0 million in December 2003, with the net proceeds contributed to the Bank to support additional growth. On January 1, 2004, we adopted FIN 46R which deconsolidated the trust subsidiaries and changed the classification of the related debt from trust preferred securities to junior subordinated debentures. On March 31, 2004, we issued an additional $10.3 million of junior subordinated debentures through an unconsolidated trust subsidiary and contributed the net proceeds to the Bank.
Effective April 1, 2003, we realigned our lending operations by moving the loan origination, underwriting and processing functions, as well as the related personnel, from CCM to the Bank. The realignment, which resulted in the Bank becoming the originator of most of our loans, immediately enabled the Bank to hold a significantly increased percentage of our loan originations, while further streamlining the lending process. Prior to the realignment, the Bank was limited to acquiring less than 50% of CCMs loan production by affiliate transaction regulations governing purchases of loans from non-bank affiliates. The original structure also created redundant processes and operations that have now been eliminated. CCM will continue to actively maintain and utilize its independent third party warehouse line of credit to fund and sell those loans which the Bank elects to assign to CCM for various reasons, including the Banks loans to one borrower limits, capital constraints, geographic concentrations of loans and other reasons as determined by management.
In September 2003, the Bank opened a banking office in La Jolla, California. The new banking office serves our existing client relationships in San Diego County, the third most populous county in California, behind Los Angeles and Orange counties. In December 2003, the Bank announced its plans to open a banking office in Beverly Hills, California which is expected to open during the middle of 2004 and which will serve the most populous county in California. We have recently announced our intentions to open a banking office in Malibu, California scheduled for June 2004 and our Newport Coast, California banking office in 2005. During the fourth quarter of 2003, the Bank also formed the Financial Services Group, a new business deposit division within Relationship Banking, which has attracted approximately $34.2 million of deposits, predominately transaction accounts, during its first six months of operations.
Announced Acquisition of Hawthorne Financial
On January 27, 2004, the Company entered into an agreement and plan of merger pursuant to which it would acquire Hawthorne Financial, the parent of Hawthorne Savings. In connection with the transaction, the Company would issue 1.9333 shares of CCBI common stock for each share of Hawthorne Financial. The proposed acquisition is subject to shareholder and regulatory approval. Hawthorne Savings, the wholly owned federal savings bank subsidiary of Hawthorne Financial, is headquartered in El Segundo, California, operates 15 branches in Southern California and as of March 31, 2004 had $2.74 billion in assets, $2.23 billion in net loans, $1.76 billion in deposits and $191.5 million in stockholders equity. Based on the closing price of the Companys stock on January 27, 2004, the transaction is valued at approximately $440 million, excluding the value of any unexercised options and warrants.
Strategic Alliances
In February 2004, the Company entered into a strategic partnership with TIMCOR Financial Corporation (TIMCOR), one of Californias leading qualified intermediaries facilitating tax-deferred real estate exchanges pursuant to Section 1031 of the Internal Revenue Code of 1986. TIMCOR will promote and refer the Bank as a strategic provider of banking, deposit, and lending products and services to the significant number of income property real estate investors who utilize TIMCORs services. Additionally, TIMCOR has agreed to maintain a minimum of $50 million in business deposits with the Bank, as well as any funds held from referred transactions.
9
In March 2004, the Company entered into a partnership with Sperry Van Ness International (SVN), one of the largest and fastest growing commercial real estate sales brokerage firms in the nation, with over 400 commercial real estate sales brokers located in 90 regions and over $3.4 billion of completed commercial real estate transactions during 2003. SVN will promote and refer the Bank as its strategic provider of financing, banking, and deposit products and services to the income property real estate investors who utilize SVNs commercial real estate brokerage and property management services.
Critical Accounting Policies
The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, and the notes thereto, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these consolidated financial statements requires us to make a number of estimates and assumptions that affect the reported amounts and disclosures in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and assumptions based upon historical experience and various other factors and circumstances. We believe that our estimates and assumptions are reasonable in the circumstances; however, actual results may differ significantly from these estimates and assumptions which could have a material impact on the carrying value of assets and liabilities at the balance sheet dates and our results of operations for the reporting periods.
Our allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that collectibility of the principal is unlikely. The allowance is an amount that management believes will be adequate to absorb estimated losses on existing loans that may become uncollectible based on evaluation of the collectibility of loans and prior loan loss experience. This evaluation also takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans and current economic conditions that may affect the borrowers ability to pay. While management uses the best information available to make its evaluation, future adjustments to the allowance may be necessary if there are significant changes in economic or other conditions.
Operating Segments
Our primary operating segments consist of the Bank and CCM, which are separate operating subsidiaries. For total assets and statement of income information on our primary operating segments as of and for the three months ended March 31, 2004 and 2003, see Note 4 of our unaudited consolidated financial statements included in Item 1 hereof.
Changes in Financial Condition
General. Total assets increased $236.5 million, or 14%, from $1.72 billion at December 31, 2003 to $1.96 billion at March 31, 2004. The growth in total assets is primarily due to the increase in loans held for investment which increased by $149.3 million, or 14%, as we retained a record 99% of originated loans during the first three months of 2004. Total deposits have grown by $90.7 million, or 14%, from $645.6 million at December 31, 2003 to $736.3 million at March 31, 2004, with transaction accounts comprising 65% of total deposits and 33% of these transaction accounts consisting of business relationships.
Our balance sheet management strategies during the first quarter of 2004 included a reduction of our mortgage-backed securities portfolio, which decreased by $53.9 million during the three months ended March 31, 2004 from sales and cash flows received on these securities, in anticipation of significant loan growth during the second quarter of 2004. We also continued to fund our balance sheet growth with FHLB borrowings that have extended durations at a low cost.
Cash and Cash Equivalents. Cash and cash equivalents (consisting of cash and due from banks, restricted cash and federal funds sold) amounted to $4.1 million at December 31, 2003 and $71.9 million at March 31, 2004. We had $64.0 million of federal funds sold at March 31, 2004 which will be a source of liquidity for the origination of loans during the second quarter of 2004. See Liquidity and Capital Resources.
Securities. Our securities portfolio primarily consists of mortgage-backed securities, which are insured or guaranteed by U.S. government agencies or government-sponsored enterprises such as Ginnie Mae, Freddie Mac and Fannie Mae. Such securities generally increase the overall credit quality of our assets because they are triple-A (AAA) rated, have underlying insurance or guarantees, require less capital under risk-based regulatory capital requirements than non-insured or non-guaranteed mortgage loans, are more liquid than individual mortgage loans and may be used to more efficiently collateralize our borrowings or other obligations. During the three months ended March 31, 2004, our securities portfolio declined by $53.9 million as we anticipate significant loan growth in the future. We invest in these securities as a means to enhance our returns as well as to manage our liquidity and capital. Our securities portfolio amounted to $560.7 million, or 32.5%, of our total assets at December 31, 2003, compared to $506.8 million, or 25.9%, of our total assets at March 31, 2004. At March 31, 2004, all of our securities were classified as available-for-sale and reported at fair value, with unrealized gains and losses excluded from earnings and reported as a separate component of stockholders equity. At March 31, 2004, our securities had an aggregate of $3.6 million of unrealized gains.
10
Net Loans Held for Investment and Loan Originations. Net loans held for investment increased 14% from $1.05 billion at December 31, 2003 to $1.20 billion at March 31, 2004. The realignment of our lending operations in April 2003 resulted in the Bank becoming the originator of most of our loans and enabled the Bank to hold a significantly increased percentage of our core loan originations. We retained for investment $227.8 million, or a record 99%, of our core loan originations for the first quarter of 2004, compared to $131.1 million, or 51%, for the first quarter of 2003. Our core loan originations during the first quarter of 2004 totaled $230.1 million compared to $257.2 million during the first quarter of 2003. We define core loan originations as total loan originations net of loans that are funded through our strategic alliance with Greystone Servicing Corporation, a Fannie Mae DUS lender, and our other broker and conduit channels. As a result of the previously discussed realignment of our lending operations, we anticipate retaining a greater percentage of our core loan originations than we were able to retain prior to the realignment since the Bank was limited by federal regulations to purchasing less than 50% of CCMs loan production. Our total loan originations during the first quarter of 2004 equaled $259.4 million, primarily consisting of multi-family and commercial real estate loans, compared to $267.0 million for the first quarter of 2003. Our total and core loan originations pipeline was $297 million and $243 million at March 31, 2004, respectively.
Our average loan size for both the multi-family and commercial real estate loans held for investment portfolios at March 31, 2004 was $1.4 million and $1.6 million, respectively.
Deposits. Total deposits increased from $645.6 million at December 31, 2003 to $736.3 million at March 31, 2004. Our emphasis continues to be gathering transaction accounts (which consist of savings accounts, money market accounts, negotiable order of withdrawal, or NOW, accounts and demand deposits). At March 31, 2004, transaction accounts amounted to $481.7 million, or 65.4% of total deposits, as compared to $388.0 million, or 60.1% of total deposits, at December 31, 2003. Deposits from business clients increased as a percentage of transaction accounts from 20% at December 31, 2003 to 33% at March 31, 2004. The Banks Financial Services Group accounted for $34.2 million of transaction deposits at March 31, 2004, less than six months after its formation. The remaining amount of our deposits are comprised of certificates of deposit.
Borrowings. Another primary source of funds are borrowings, primarily FHLB advances, securities sold under agreements to repurchase, warehouse line of credit and junior subordinated debentures. Total borrowings amounted to $963.3 million at December 31, 2003 compared to $1.10 billion at March 31, 2004.
Advances from the FHLB of San Francisco amounted to $822.5 million at December 31, 2003 and $970.5 million at March 31, 2004. Advances from the FHLB of San Francisco are made pursuant to several different credit programs, each of which has its own interest rate and range of maturities. We utilize FHLB of San Francisco advances as a funding source for our banking operations due to the attractive interest rates currently offered by the FHLB of San Francisco and to manage our interest rate risk by extending duration with this low cost funding source.
Reverse repurchase agreements amounted to $74.5 million at December 31, 2003 compared to $58.5 million at March 31, 2004. The decline in reverse repurchase agreements reflects our desire to replace these short-term liabilities with longer-term deposits and advances from the FHLB of San Francisco. CCMs mortgage banking operations are funded by a warehouse line of credit with an interest rate of one month LIBOR plus 100 basis points. The warehouse line of credit amounted to $13.8 million at December 31, 2003 and $2.1 million at March 31, 2004. Trust preferred securities amounted to $52.5 million at December 31, 2003 compared to $64.4 million of junior subordinated debentures at March 31, 2004. On January 1, 2004, we adopted FIN 46R which deconsolidated the trust subsidiaries and changed the classification of the related debt from trust preferred securities to junior subordinated debentures. In March 2004, we issued an additional $10.3 million of junior subordinated debentures to an unconsolidated trust subsidiary with an interest rate of three month LIBOR plus 265 basis points. The initial interest rate was established at 3.76%. The trust was able to purchase the junior subordinated debentures primarily through the issuance of $10.0 million of trust preferred securities which had substantially identical terms as the junior subordinated debentures. The net proceeds from the offering were contributed as capital to the Bank to support further growth.
Stockholders Equity. Stockholders equity increased from $102.0 million at December 31, 2003 to $113.8 million at March 31, 2004. The increase in stockholders equity reflected the $7.1 million in net income. In addition, stockholders equity increased by $1.1 million due to the exercise of stock options and a $3.5 million increase in net unrealized gains on securities, net of taxes. Our book value and tangible book value per share increased from $3.41 and $2.97 at December 31, 2003, respectively, to $3.78 and $3.35 at March 31, 2004, respectively.
11
Results of Operations
General. Our results of operations have historically been derived primarily from the results of two of our wholly owned subsidiaries, the Bank and CCM. Our results of operations are driven by our net interest income, which is the difference between interest income on interest-earning assets, consisting primarily of loans receivable, securities and other short-term investments, and interest expense on interest-bearing liabilities, consisting primarily of deposits and borrowings. Our results of operations are also driven by our generation of noninterest income, consisting of income from our mortgage banking operations (i.e., cash gains on sales of loans and mortgage banking fees), as well as banking, servicing and trust fees. Other factors contributing to our results of operations include our provisions for loan losses, gains on sales of securities and income taxes, as well as the level of our noninterest expenses, such as compensation and benefits, occupancy and equipment and miscellaneous other operating expenses.
We reported net income of $4.2 million and $7.1 million for the three months ended March 31, 2003 and 2004, respectively. This increase in net income reflects a significant increase in net interest income resulting from an increase in interest-earning assets. During the three months ended March 31, 2004, we reported a return on average assets of 1.56% as compared to a return on average assets of 1.70% for the three months ended March 31, 2003. Our return on average equity and return on average tangible equity was 26.30% and 29.91% for the first quarter of 2004, respectively, compared to 20.60% and 24.48% for the first quarter of 2003, respectively.
Net Interest Income. Net interest income is determined by our interest rate spread (i.e., the difference between the yields earned on our interest-earning assets and the rates paid on our interest-bearing liabilities) and the relative amounts of our interest earning assets and interest-bearing liabilities. Net interest income totaled $13.8 million and $8.1 million during the three months ended March 31, 2004 and 2003, respectively. The significant increase in net interest income in the first quarter of 2004 reflects the substantial increase in interest-earning assets, primarily loans and securities. The increase in our interest-earning assets reflects our strategy of growing our loan portfolio through our retention of multi-family and commercial real estate loans and believe that our loan portfolio will continue to grow which will contribute to higher net interest income.
Our net interest margin was 3.13% and 3.39% during the three months ended March 31, 2004 and 2003, respectively. We believe that the decline in the net interest margin (i.e., net interest income divided by average interest-earning assets) is due to our origination of adjustable-rate multi-family and commercial real estate loans, while prudently managing the duration of our interest-bearing liabilities, which positions the balance sheet to be more asset sensitive in anticipation of rates rising off of historic lows.
12
Average Balances, Net Interest Income, Yields Earned and Rates Paid
The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income from interest-earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) interest rate spread; and (v) net interest margin. Information with respect to the Bank is based on average daily balances while certain information with respect to the Company and CCM is based on average month-end balances during the indicated periods.
Three Months ended March 31, |
||||||||||||||||||
2004 |
2003 |
|||||||||||||||||
Average Balance |
Interest |
Average Yield/ Cost |
Average Balance |
Interest |
Average Yield/ Cost |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||||
Interest-earning assets: |
||||||||||||||||||
Total loans(1) |
$ | 1,122,528 | $ | 15,041 | 5.36 | % | $ | 552,550 | $ | 8,551 | 6.19 | % | ||||||
Securities(2) |
581,703 | 6,170 | 4.24 | 373,266 | 4,597 | 4.93 | ||||||||||||
FHLB stock |
44,954 | 399 | 3.55 | 18,209 | 235 | 5.16 | ||||||||||||
Cash and cash equivalents(3) |
14,671 | 20 | 0.55 | 6,137 | 8 | 0.52 | ||||||||||||
Total interest-earning assets |
1,763,856 | 21,630 | 4.91 | 950,162 | 13,391 | 5.64 | ||||||||||||
Noninterest-earning assets |
53,924 | 46,393 | ||||||||||||||||
Total assets |
$ | 1,817,780 | $ | 996,555 | ||||||||||||||
Interest-bearing liabilities: |
||||||||||||||||||
Deposits: |
||||||||||||||||||
Transaction accounts(4) |
$ | 419,234 | 2,004 | 1.92 | $ | 200,550 | 1,229 | 2.49 | ||||||||||
Certificates of deposit |
258,945 | 1,084 | 1.68 | 130,056 | 774 | 2.41 | ||||||||||||
Total deposits |
678,179 | 3,088 | 1.83 | 330,606 | 2,003 | 2.46 | ||||||||||||
Securities sold under agreements to repurchase |
54,769 | 156 | 1.15 | 141,160 | 469 | 1.35 | ||||||||||||
FHLB advances |
867,922 | 3,895 | 1.81 | 349,777 | 2,115 | 2.45 | ||||||||||||
Warehouse line of credit |
9,596 | 51 | 2.14 | 41,349 | 284 | 2.79 | ||||||||||||
Trust preferred/Junior subordinated debentures |
54,238 | 638 | 4.73 | 35,000 | 456 | 5.28 | ||||||||||||
Total interest-bearing liabilities |
1,664,704 | 7,828 | 1.89 | 897,892 | 5,327 | 2.41 | ||||||||||||
Noninterest-bearing deposits |
33,259 | 6,570 | ||||||||||||||||
Other noninterest-bearing liabilities |
11,821 | 9,788 | ||||||||||||||||
Total liabilities |
1,709,784 | 914,250 | ||||||||||||||||
Stockholders equity |
107,996 | 82,305 | ||||||||||||||||
Total liabilities and stockholders equity |
$ | 1,817,780 | $ | 996,555 | ||||||||||||||
Net interest-earning assets |
$ | 99,152 | $ | 52,270 | ||||||||||||||
Net interest income/interest rate spread |
$ | 13,802 | 3.02 | % | $ | 8,064 | 3.23 | % | ||||||||||
Net interest margin |
3.13 | % | 3.39 | % | ||||||||||||||
(1) | The average balance of loans receivable includes loans for sale and is presented without reduction for the allowance for loan losses. |
(2) | Consists of mortgage-backed securities and U.S. government securities which are classified as held-to-maturity and available-for-sale, excluding gains or losses on securities classified as available-for-sale. |
(3) | Consists of cash and due from banks, restricted cash and federal funds sold. |
(4) | Consists of savings, NOW and money market accounts. |
13
Rate/Volume Analysis
The following table sets forth the effects of changing rates and volumes on our net interest income. Information is provided with respect to (i) effects on interest income attributable to changes in rate (changes in rate multiplied by prior volume); (ii) effects on interest income attributable to changes in volume (changes in volume multiplied by prior rate); and (iii) changes in rate/volume (change in rate multiplied by change in volume).
Three Months ended March 31, 2004 March 31, 2003 |
||||||||||||||||
Increase (decrease) due to |
||||||||||||||||
Rate |
Volume |
Rate/ Volume |
Total Net Increase (Decrease) |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Interest-earning assets: |
||||||||||||||||
Total loans |
$ | (1,147 | ) | $ | 8,820 | $ | (1,183 | ) | $ | 6,490 | ||||||
Securities |
(644 | ) | 2,569 | (352 | ) | 1,573 | ||||||||||
FHLB stock |
(73 | ) | 345 | (108 | ) | 164 | ||||||||||
Cash and cash equivalents |
1 | 11 | | 12 | ||||||||||||
Total net change in income on interest-earning assets |
(1,863 | ) | 11,745 | (1,643 | ) | 8,239 | ||||||||||
Interest-bearing liabilities: |
||||||||||||||||
Deposits: |
||||||||||||||||
Transaction accounts |
(284 | ) | 1,354 | (295 | ) | 775 | ||||||||||
Certificates of deposit |
(236 | ) | 772 | (226 | ) | 310 | ||||||||||
Total deposits |
(520 | ) | 2,126 | (521 | ) | 1,085 | ||||||||||
Securities sold under agreements to repurchase |
(70 | ) | (290 | ) | 47 | (313 | ) | |||||||||
FHLB advances |
(557 | ) | 3,156 | (819 | ) | 1,780 | ||||||||||
Warehouse line of credit |
(67 | ) | (220 | ) | 54 | (233 | ) | |||||||||
Trust preferred securities/Junior subordinated debentures |
(48 | ) | 253 | (23 | ) | 182 | ||||||||||
Total net change in expense on interest-bearing liabilities |
(1,262 | ) | 5,025 | (1,262 | ) | 2,501 | ||||||||||
Change in net interest income |
$ | (601 | ) | $ | 6,720 | $ | (381 | ) | $ | 5,738 | ||||||
Interest Income. Total interest income amounted to $21.6 million for the three months ended March 31, 2004 compared to $13.4 million for the three months ended March 31, 2003. The increase in interest income reflects the substantial increases in interest-earning assets, primarily loans and securities.
Interest income on loans totaled $15.0 million and $8.6 million for the three months ended March 31, 2004 and 2003, respectively. The higher interest income during the first quarter of 2004 reflects the increase in our average balance of loans receivable, resulting from our ability to retain a larger amount of loan originations during the first quarter of 2004 compared to the first quarter of 2003. We retained $227.8 million and $131.1 million of core loan originations during the three months ended March 31, 2004 and 2003, respectively, consisting primarily of loans secured by multi-family residential properties. The average yield earned on our loans receivable amounted to 5.36% and 6.19% during the three months ended March 31, 2004 and 2003, respectively. The decline in the average yield reflected the overall decrease in market interest rates during such period.
Interest income on securities and other interest-earning assets, which consist of federal funds sold and FHLB stock, totaled $6.6 million and $4.8 million for the three months ended March 31, 2004 and 2003, respectively. The effect on interest income of the increase in the average balance of securities during the first quarter of 2004 compared to the first quarter of 2003 was partially offset by a decrease in the average yield earned on such assets during these periods due to a general decline in market rates of interest. As a result, the average yield earned on securities and other interest-earning assets declined from 4.87% during the first quarter of 2003 to 4.11% for the first quarter of 2004.
Interest Expense. Total interest expense was $7.8 million and $5.3 million for the three months ended March 31, 2004 and 2003, respectively. While our interest expense increased significantly due to the funding requirements for our balance sheet growth, the total cost of interest-bearing liabilities declined from 2.41% for the first quarter of 2003 to 1.89% for the first quarter of 2004. Our cost of funds, which includes the effect of noninterest-bearing deposits, decreased from 2.39% for the first quarter of 2003 to 1.85% for the first quarter of 2004.
Interest expense on deposits totaled $3.1 million and $2.0 million during the three months ended March 31, 2004 and 2003, respectively. The effect on interest expense of the increase in the average balance of deposits was partially offset by a decline in the
14
average rate paid on deposits due to the general decline in market interest rates during such periods. The average rate paid on interest-bearing deposits declined to 1.83% for the first quarter of 2004 from 2.46% for the first quarter of 2003.
Interest expense on borrowings, consisting of FHLB advances, reverse repurchase agreements, the warehouse line of credit and trust preferred securities/junior subordinated debentures, amounted to $4.7 million and $3.3 million for the three months ended March 31, 2004 and 2003, respectively. The effect on interest expense of the increases in the average balance of borrowings was partially offset by decreases in the average rate paid on borrowings due to the general decline in market rates of interest during such periods. The average rate paid on borrowings declined to 1.93% for the first quarter of 2004 from 2.38% for the first quarter of 2003.
Asset Quality and the Provision for Loan Losses. At March 31, 2004, we had one nonperforming business loan with an outstanding principal balance of $75,000, which is our only nonperforming asset and impaired loan. This loan has been restructured and is performing in accordance with its revised terms. Nonperforming assets represented less than 0.01% of total assets at March 31, 2004. No multi-family or commercial real estate loan is delinquent at March 31, 2004. At March 31, 2004, our multi-family real estate loans held for investment, at origination, had a weighted average loan to value ratio of 68%, and a weighted average debt coverage ratio of 1.29, and commercial real estate loans, at origination, had a weighted average loan to value ratio of 65%, and a weighted average debt coverage ratio of 1.47.
We did not record a provision for loan losses during the first quarter of 2004. We completed our comprehensive asset quality review during the first quarter of 2004 based on our enhanced asset classification process and used this current information to calculate the allowance for loan losses based on, among other qualitative and quantitative factors, updated industry and peer comparison data. This comprehensive review indicated that a provision for loan losses for the first quarter of 2004 was not required and that the allowance for loan losses is adequate to cover potential losses inherent in the loan portfolio. During the first quarter of 2003 we recorded a provision of $609,000. Future additions to the allowance for loan losses may be required as a result of the factors described below.
We establish the allowance for loan losses commencing with the credit quality and historical performance of our multi-family and commercial real estate loan portfolio, which accounts for virtually all of the loan portfolio at March 31, 2004, and has not resulted in any delinquencies more than one payment past due, non-performing loans, adverse classifications or losses. Our overall asset quality remained sound, as supported by our internal risk rating process of a more seasoned multi-family and commercial real estate loan portfolio.
The allowance for loan losses is derived by analyzing the historical loss experience and asset quality within each loan portfolio segment, along with assessing qualitative environmental factors, and correlating it with the delinquency and classification status for each portfolio segment. We utilize a loan grading system with five classification categories, including assets classified as Pass which is further divided into four classifications, based upon credit risk characteristics and we categorize each loan asset by risk grade allowing for a more consistent review of similar loan assets. We also evaluate the loss exposure of classified loans, which are also reviewed individually based on the evaluation of the cash flow, collateral, other sources of repayment, guarantors and any other relevant factors to determine the inherent loss potential in the credit.
We consider the following qualitative environmental factors in determining the allocated loss factors when analyzing the allowance for loan losses: the levels of and trends in past due, non-accrual and impaired loans; the levels of and trends in charge-offs and recoveries; the trend in volume and terms of loans; the effects of changes in credit concentrations; the effects of changes in risk selection and underwriting standards, and other changes in lending policies, procedures and practices; the experience, ability and depth of management and other relevant staff; national and local economic trends and conditions; and industry conditions.
The overall adequacy of the allowance for loan losses is reviewed by the Banks Internal Asset Review Committee on a quarterly basis and submitted to the Board of Directors for approval. The Internal Asset Review Committees responsibilities consist of risk management, as well as problem loan management, which include ensuring proper risk grading of all loans and analysis of specific allocations for all classified loans.
Management believes that its allowance for loan losses at March 31, 2004 was adequate. Nevertheless, there can be no assurance that additions to such allowance will not be necessary in future periods, particularly as we continue to grow our multi-family residential and commercial loan portfolios. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our valuation allowance. These agencies may require increases to the allowance based on their judgments of the information available to them at the time of their examination.
15
Noninterest Income. The following table sets forth information regarding our noninterest income for the periods shown.
Three Months ended March 31, | ||||||
2004 |
2003 | |||||
(Dollars in thousands) | ||||||
Noninterest income: |
||||||
Gain on sale of loans |
$ | 138 | $ | 975 | ||
Mortgage banking fees, net |
112 | 75 | ||||
Banking and servicing fees |
437 | 195 | ||||
Other income |
238 | 323 | ||||
Gain on sale of securities |
893 | 1,647 | ||||
Total noninterest income |
$ | 1,818 | $ | 3,215 | ||
Total noninterest income was $1.8 million and $3.2 million for the three months ended March 31, 2004 and 2003, respectively. Our noninterest income amounted to 7.8% and 19.4% of total revenues (which is comprised of total interest income and total noninterest income) during the three months ended March 31, 2004 and 2003, respectively. This ratio declined as we continue to benefit from retaining a significantly increased percentage of our originations as loans held for investment, which results in interest income becoming a significantly larger component of our revenues and the decrease in revenue from the gain on sale of loans. Total noninterest income decreased by $1.4 million, or 43%, during the first quarter of 2004, as compared to the first quarter of 2003, primarily due to a reduction in the gain on sale of loans and securities, partially offset by an increase in banking and servicing fees. The decline in gain on sale of loans reflects our decision to retain more of our originations which was made possible with the realignment of our loan origination function on April 1, 2003. Banking and servicing fees increased as a result of an increase in the receipt of prepayment fees from the payoff of loans.
Noninterest Expenses. The following table sets forth information regarding our noninterest expenses for the periods shown.
Three Months ended March 31, | ||||||
2004 |
2003 | |||||
(Dollars in thousands) | ||||||
Noninterest expenses: |
||||||
Compensation and benefits |
$ | 2,210 | $ | 1,504 | ||
Severance |
| 430 | ||||
Non-cash stock compensation |
29 | 208 | ||||
Occupancy and equipment |
399 | 323 | ||||
Professional and consulting |
217 | 236 | ||||
Marketing |
300 | 214 | ||||
Data processing |
131 | 87 | ||||
Insurance premiums |
209 | 84 | ||||
Loss on early extinguishment of debt |
| 152 | ||||
Other |
544 | 307 | ||||
Total noninterest expenses |
$ | 4,039 | $ | 3,545 | ||
Total noninterest expenses increased by $494,000, or 14%, during the first quarter of 2004, as compared to the first quarter of 2003. The increases in the first quarter of 2004 compared to the first quarter of 2003 is primarily due to higher personnel and operational costs, including occupancy, marketing and insurance costs. During the first quarter of 2003, we incurred $430,000 in severance costs associated with the departure of an executive officer. Notwithstanding the foregoing, we have improved our operating efficiency as evidenced by our efficiency ratio, which declined from 30.08% first quarter of 2003 to 25.86% for the first quarter of 2004. Our efficiency ratio is defined as general and administrative expenses as a percentage of net interest income and noninterest income. Our ratio of general and administrative expenses to average assets also declined from 1.36% for the first quarter of 2003 to 0.89% for the first quarter of 2004. We believe that our efficiency ratio will continue to decline as the total of net interest income and noninterest income continues to increase, which should more than compensate for noninterest expense growth.
Income Taxes. We recognized $4.5 million and $2.9 million of income tax expense during the three months ended March 31, 2004 and 2003, respectively. Our effective tax rate was 38.7% for the first quarter of 2004 compared to 40.5% for the first quarter of 2003. The decline in our effective tax rate includes the realization of tax benefits from certain multi-family and commercial real estate loans located in California Enterprise Zones, as well as recognition of affordable housing tax credits which were acquired after March 31, 2003.
16
Liquidity and Capital Resources
Liquidity. The objective of liquidity management is to ensure that we have the continuing ability to maintain cash flows that are adequate to fund our operations and meet our debt obligations and other commitments on a timely and cost-effective basis. Our liquidity management is both a daily and long-term function of funds management. Liquid assets are generally invested in short-term investments such as federal funds sold. If we require funds beyond our ability to generate them internally, various forms of both short- and long-term borrowings provide an additional source of funds.
Liquidity management at the Bank focuses on its ability to generate sufficient cash to meet the funding needs of current loan demand, deposit withdrawals, principal and interest payments with respect to outstanding borrowings and to pay operating expenses. It is the Banks policy to maintain greater liquidity than required in order to be in a position to fund loan originations and investments. The Bank monitors its liquidity in accordance with guidelines established by its Board of Directors and applicable regulatory requirements. The Banks need for liquidity is affected by its loan activity, net changes in deposit levels and the scheduled maturities of its borrowings. Liquidity demand resulting from net reductions in deposits is usually caused by factors over which the Bank has limited control. The principal sources of the Banks liquidity consist of deposits, interest and principal payments and prepayments, its ability to sell assets at market prices and its ability to pledge its unencumbered assets as collateral for borrowings, advances from the FHLB of San Francisco and reverse repurchase agreements. At March 31, 2004, the Bank had $5.6 million in available FHLB borrowing capacity, and $126.6 million of unencumbered securities available to either be borrowed against or sold. Furthermore, we have historically been able to sell loans in excess of their carrying values during varying interest rate cycles. Consequently, based on our past experience, management believes that the Banks loans can generally be sold for more than their carrying values and the Bank may in the future securitize a portion of its loans. At March 31, 2004, the Bank had outstanding commitments (including unused lines of credit) to originate loans of $64.8 million. The Bank also had commitments to sell $73.7 million of securities at March 31, 2004. Certificates of deposit which are scheduled to mature within one year totaled $196.2 million at March 31, 2004, and borrowings that are scheduled to mature within the same period amounted to $304.0 million at such date.
Liquidity management at the holding company level focuses on the Companys ability to generate sufficient cash to fund its operating expenses. At March 31, 2004, our annual interest payments with respect to our outstanding junior subordinated debentures amounted to $2.9 million in the aggregate, based on the applicable interest rate at that date. Such interest payments are currently expected to be funded by cash and liquid investments at the Company, which amounted to $5.0 million at March 31, 2004, including $2.2 million of an unencumbered mortgage-backed security. The Company also has the ability to obtain dividends from the Bank and CCM. The availability of dividends from the Bank is limited by various statutes and regulations. It is possible, depending upon the financial condition of the Bank, and other factors, that the Office of Thrift Supervision (OTS) could assert that payments of dividends or other payments by the Bank are an unsafe or unsound practice. As of March 31, 2004, after taking into consideration limitations contained in its warehouse line of credit, CCM would not be able to pay a dividend to us. As of such date, the Bank could dividend up to $33.6 million to us without having to file an application with the OTS, provided the OTS received prior notice of such distribution under applicable OTS regulations.
The Company has issued $62.5 million of trust preferred securities through its six unconsolidated trust subsidiaries. In connection with the issuance of these trust preferred securities, the Company has committed to irrevocably and unconditionally guarantee the following payments or distributions with respect to the trust preferred securities to the holders thereof to the extent that the Companys unconsolidated trust subsidiaries have not made such payments or distributions: (i) accrued and unpaid distributions, (ii) the redemption price, and (iii) upon a dissolution or termination of a trust, the lesser of the liquidation amount and all accrued and unpaid distributions and the amount of the assets of the trust remaining available for distribution. The proceeds received in connection with the issuance of such trust preferred securities were utilized by such trusts to purchase an aggregate of $64.4 million of junior subordinated debentures issued by the Company. On January 1, 2004, we adopted FIN 46R which deconsolidated the trust subsidiaries and changed the classification of the related debt from trust preferred securities to junior subordinated debentures.
17
Capital Resources. The following table reflects the Banks actual levels of regulatory capital as of March 31, 2004 and the applicable minimum regulatory capital requirements as well as the regulatory capital requirements that apply to be deemed well capitalized pursuant to the OTS prompt corrective action requirements.
Actual |
For capital adequacy |
To be well capitalized under prompt corrective |
||||||||||||||||
Amount |
Ratio |
Amount |
Ratio |
Amount |
Ratio |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||||
Total risk-based capital (to risk-weighted assets)(1) |
$ | 156,433 | 12.9 | % | $ | 96,885 | 8.0 | % | $ | 121,107 | 10.0 | % | ||||||
Tier I (core) capital (to risk-weighted assets)(1) |
152,489 | 12.6 | 48,443 | 4.0 | 72,664 | 6.0 | ||||||||||||
Tier I (core) capital (to adjusted assets)(1) |
152,489 | 7.9 | 77,507 | 4.0 | 96,883 | 5.0 | ||||||||||||
Tangible capital (to tangible assets)(1) |
152,489 | 7.9 | 29,065 | 1.5 | N/A | N/A |
(1) | Tangible and Tier 1 leverage (or core) capital are computed as a percentage of adjusted total assets of $1.94 billion. Risk-based capital is computed as a percentage of adjusted risk-weighted assets of $1.21 billion. |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Our primary market risk continues to be market interest rate volatility and its potential impact on net interest income and net interest margin resulting from changes in interest rates. We monitor our interest rate risk on at least a quarterly basis. Our operations do not subject us to foreign exchange or commodity price risk and we do not own any trading assets. Our real estate loan portfolio is concentrated primarily within California making us subject to the risk associated with the local economy. For a complete discussion of our asset and liability management process and our interest rate sensitivity, see Managements Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2003.
The Bank uses a dynamic, internally generated, interest sensitivity analysis that incorporates detailed information on the Banks loans, investments, deposits and borrowings into an asset/liability management model designed for financial institutions. This analysis measures interest rate risk by computing changes in the Banks projected net interest income (taking into account the Banks budget, index lags, rate floors, lifetime and periodic caps, scheduled and unscheduled repayment of principal, redirection of cash flows and lags of deposit rates) in the event of assumed changes in interest rates. This analysis assesses the effect on projected net interest income in the event of an increase or decrease in interest rates, assuming such increase/decrease occurs ratably over the next twelve months and remains constant over the subsequent twelve months. Based on the sensitivity analysis performed by the Bank, the projected net interest income is higher in all interest rate scenarios (flat, rising and declining) than its historical net interest income due to the projected growth in the Banks balance sheet. A gradual increase in interest rates of 200 basis points during the twelve months following March 31, 2004 would decrease the projected higher net interest income by 3.0%, while a decline in interest rates of 100 basis points would decrease the projected higher net interest income by 2.6% reflecting a more asset-sensitive balance sheet than at December 31, 2003.
Management believes that all of the assumptions used in the foregoing analysis to evaluate the vulnerability of its projected net interest income to changes in interest rates approximate actual experiences and considers them to be reasonable. However, the interest rate sensitivity of the Banks assets and liabilities and the estimated effects of changes in interest rates on the Banks projected net interest income indicated in the above table could vary substantially if different assumptions were used or if actual experience differs from the projections on which they are based.
Though the Company relies on a net interest income sensitivity/simulation model to manage its interest rate risk, the Company does monitor the interest rate sensitivity gap of the Banks interest-earning assets and interest-bearing liabilities. At March 31, 2004, the Banks interest-earning assets which mature or reprice within one year exceeded its interest-bearing liabilities with similar characteristics by $228.9 million, or 11.71% of total assets.
18
The following table summarizes the anticipated maturities or repricing of the Banks assets and liabilities as of March 31, 2004, based on the information and assumptions set forth in the notes below.
Within Twelve Months |
More Than One Year to Three Years |
More Than Three Years to Five Years |
Over Five Years |
Total | |||||||||||||||
(Dollars in thousands) | |||||||||||||||||||
Assets: |
|||||||||||||||||||
Cash and due from banks |
$ | | $ | | $ | | $ | 7,746 | $ | 7,746 | |||||||||
Federal funds sold |
64,000 | | | | 64,000 | ||||||||||||||
Securities(1)(2) |
155,372 | 130,768 | 89,720 | 177,166 | 553,026 | ||||||||||||||
Single-family residential loans(3) |
1,943 | 421 | 348 | 170 | 2,882 | ||||||||||||||
Multi-family residential loans(3) |
645,913 | 273,308 | 120,286 | 6,144 | 1,045,651 | ||||||||||||||
Commercial real estate loans(3) |
65,754 | 44,260 | 32,041 | 4,274 | 146,329 | ||||||||||||||
Commercial business and consumer loans(3) |
7,094 | | | | 7,094 | ||||||||||||||
Other assets(4)(5) |
73,709 | | | 53,893 | 127,602 | ||||||||||||||
Total |
1,013,785 | 448,757 | 242,395 | 249,393 | 1,954,330 | ||||||||||||||
Liabilities: |
|||||||||||||||||||
Certificates of deposit |
$ | 196,234 | $ | 58,323 | $ | | $ | | $ | 254,557 | |||||||||
Demand deposit accounts |
| | | 36,139 | 36,139 | ||||||||||||||
NOW accounts(6) |
542 | 379 | 163 | | 1,084 | ||||||||||||||
Money market account(6) |
223,896 | 156,727 | 67,169 | | 447,792 | ||||||||||||||
Savings accounts(6) |
1,553 | 1,086 | 466 | | 3,105 | ||||||||||||||
FHLB advances(7) |
304,169 | 638,841 | 340 | 27,127 | 970,477 | ||||||||||||||
Securities sold under agreements to repurchase |
58,502 | | | | 58,502 | ||||||||||||||
Other liabilities(8) |
| | | 15,048 | 15,048 | ||||||||||||||
Total |
784,896 | 855,356 | 68,138 | 78,314 | 1,786,704 | ||||||||||||||
Excess (deficiency) of total assets over total liabilities |
$ | 228,889 | $ | (406,599 | ) | $ | 174,257 | $ | 171,079 | ||||||||||
Cumulative excess (deficiency) of total assets over total liabilities |
$ | 228,889 | $ | (177,710 | ) | $ | (3,453 | ) | $ | 167,626 | |||||||||
Cumulative excess (deficiency) of total assets over total liabilities as a percentage of total assets |
11.71 | % | (9.09 | )% | (0.18 | )% | 8.58 | % | |||||||||||
(1) | Comprised of U.S. government securities and mortgage-backed securities which are classified as available-for-sale as adjusted to take into account estimated prepayments. |
(2) | Includes FHLB stock. |
(3) | Adjustable-rate loans are included in the period in which interest rates are next scheduled to adjust rather than in the period in which they are due, and fixed-rate loans are included in the periods in which they are scheduled to be repaid, based on scheduled amortization, in each case as adjusted to take into account estimated prepayments. |
(4) | Includes loan premiums, deferred fees, goodwill, the allowance for loan losses, bank owned life insurance, accrued interest receivable and other assets. |
(5) | The $73.7 receivable related to the commitment to sell certain mortgage-backed securities as of March 31, 2004 is reported as maturing during the first twelve months since the sales will settle in April 2004. |
(6) | Although the Banks negotiable order of withdrawal (NOW) accounts, money market accounts and savings accounts are subject to immediate potential repricing, management considers a certain amount of such accounts to be core deposits having longer effective durations. The above table assumes the following allocation of principal balances for NOW accounts, money market accounts and savings accounts: 50% during the first twelve months, 35% during 1-3 years and 15% during 3-5 years. If the principal balance for NOW accounts, money market accounts and savings accounts were allocated entirely to the first twelve months, the Banks interest-earning assets which mature or reprice within one year would have exceeded its interest-bearing liabilities with similar characteristics by $2.9 million, or 0.15% of total assets. |
(7) | Fixed-rate advances are included in the periods in which they are scheduled to mature. Balances include the amortization of the remaining purchase accounting adjustment of $1.0 million at March 31, 2004. |
(8) | Includes accrued interest payable and other liabilities. |
19
At March 31, 2004, 37% of the Banks multi-family and commercial real estate loans held for investment are tied to an index that adjusts each month. In addition, 48% of the Banks multi-family and commercial real estate loans have interest rates scheduled to reset within six months and 52% reset within one year from March 31, 2004. The Banks multi-family and commercial real estate loan portfolio had a weighted average duration to reset of approximately 21 months at March 31, 2004. Of our $243 million core loan pipeline at March 31, 2004, 72% of the loans are monthly adjustable while 12% and 11% are fixed for three and five years, respectively, before becoming monthly adjustable.
Item 4. | Controls and Procedures |
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Companys management, including the Companys Chief Executive Officer along with the Companys Chief Financial Officer, of the effectiveness of the design and operation of the Companys disclosure controls and procedures pursuant to the Securities Exchange Act of 1934 (Exchange Act) Rule 13a-15(b). Based upon that evaluation, the Companys Chief Executive Officer along with the Companys Chief Financial Officer concluded that the Companys disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Companys periodic SEC filings. There have been no changes in the Companys internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Companys internal controls over financial reporting.
Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
PART II
Item 1. | Legal Proceedings |
We are involved in a variety of litigation matters in the ordinary course of our business and anticipate that we will become involved in new litigation matters from time to time in the future. Based on our current assessment of these matters, we do not presently believe that these existing matters, either individually or in the aggregate, are likely to have a material adverse impact on our financial condition, results of operations, cash flows or prospects. However, we will incur legal and related costs concerning litigation and may from time to time determine to settle some or all of the cases, regardless of our assessment of our legal position. The amount of legal defense costs and settlements in any period will depend on many factors, including the status of cases, the number of cases that are in trial or about to be brought to trial, and the opposing parties aggressiveness in pursuing their cases and their perception of their legal position.
Item 2. | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities |
None
Item 3. | Defaults Upon Senior Securities |
None
Item 4. | Submission of Matters to a Vote of Security Holders |
None
Item 5. | Other Information. |
Not Applicable
20
Item 6. | Exhibits and Reports on Form 8-K |
(a) The following exhibits are filed as part of this Form 10-Q, and this list includes the Exhibit Index.
EXHIBIT NO |
DESCRIPTION | |
3.1 | Articles of Incorporation of Commercial Capital Bancorp, Inc., as amended. (1) | |
3.2 | Bylaws of Commercial Capital Bancorp, Inc., as amended. (2) | |
4.0 | Specimen stock certificate of Commercial Capital Bancorp, Inc. (1) | |
4.1 | Indenture dated November 28, 2001 between Commercial Capital Bancorp, Inc. and Wilmington Trust Company. (1) | |
4.2 | Indenture dated March 15, 2003 between Commercial Capital Bancorp, Inc. and Wells Fargo Bank, National Association. (1) | |
4.3 | Indenture dated March 26, 2003 between Commercial Capital Bancorp, Inc. and State Street Bank & Trust Company. (1) | |
4.4 | Indenture dated September 25, 2003 between Commercial Capital Bancorp, Inc. and Wilmington Trust Company. (5) | |
4.5 | Indenture dated December 19, 2003 between Commercial Capital Bancorp, Inc. and Wilmington Trust Company. (6) | |
4.6 | Indenture dated March 31, 2004 between Commercial Capital Bancorp, Inc. and Deutsche Bank Trust Company Americas. | |
10.1 | Commercial Capital Bancorp, Inc. 2000 Stock Plan. (1) | |
10.2 | Third Amended and Restated Warehousing Credit and Security Agreement between Commercial Capital Mortgage, Inc. and Residential Funding Corporation dated as of June 30, 2003. (5) | |
10.3 | Employment Agreement dated September 13, 2001 between Commercial Capital Bancorp, Inc. and Stephen H. Gordon. (1) (3) | |
10.4 | Employment Agreement dated September 13, 2001 between Commercial Capital Bank, FSB and Stephen H. Gordon. (1) (3) | |
10.5 | Form of Employment Agreement between Commercial Capital Bancorp, Inc. and certain executive officers. (4)(7) | |
10.6 | Form of Employment Agreement between Commercial Capital Bank, FSB and certain executive officers. (4)(8) | |
10.7 | Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wilmington Trust Company and the Administrative Trustees of CCB Capital Trust I dated November 28, 2001. (1) | |
10.8 | Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wells Fargo Bank, National Association, First Union Trust Company and the Administrative Trustees of CCB Capital Trust III dated March 15, 2003. (1) | |
10.9 | Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., State Street Bank & Trust Company of Connecticut, N.A. and the Administrative Trustees of CCB Statutory Trust II dated March 26, 2003. (1) | |
10.10 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wilmington Trust Company dated November 28, 2001. (1) | |
10.11 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wells Fargo Bank, National Association dated March 15, 2003. (1) | |
10.12 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and State Street Bank & Trust Company of Connecticut, N.A. dated March 26, 2003. (1) | |
10.13 | Membership Interest Purchase Agreement dated as of July 1, 2003, among Stephen H. Gordon, David S. DePillo, Scott F. Kavanaugh and Kerry C. Kavanaugh of the Kavanaugh Family Trust, dated November 20, 1995, and Commercial Capital Bancorp, Inc. (1) | |
10.14 | Split Dollar Agreement dated July 23, 2003 between Commercial Capital Bank, FSB and Stephen H. Gordon. (1) (9) | |
10.15 | Salary Continuation Agreement dated July 23, 2003 between Commercial Capital Bank, FSB and Stephen H. Gordon. (1) (9) | |
10.15.1 | Second Amendment to the Commercial Capital Bank Salary Continuation Agreement date July 23, 2003 for Stephen H. Gordon (9) | |
10.16 | Executive Bonus Agreement dated July 23, 2003 between Commercial Capital Bank, FSB and Stephen H. Gordon. (1) (9) | |
10.16.1 | First Amendment to the Commercial Capital Bank Executive Bonus Agreement dated July 23, 2003 for Stephen H. Gordon. (9) |
21
10.17 | Form of Indemnification Agreement entered into between Commercial Capital Bancorp, Inc. and Stephen H. Gordon. (1) (10) | |
10.18 | Form of Indemnification Agreement entered into between Commercial Capital Bank, FSB and Stephen H. Gordon. (1) (11) | |
10.19 | Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wilmington Trust Company and the Administrative Trustees of CCB Capital Trust IV dated September 25, 2003. (5) | |
10.20 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wilmington Trust Company dated September 25, 2003. (5) | |
10.21 | Amended and Restated Declaration of Trust among Commercial Capital Bancorp, Inc., Wilmington Trust Company and the Administrative Trustees of CCB Capital Trust V dated December 19, 2003. (6) | |
10.22 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and Wilmington Trust Company dated December 19, 2003. (6) | |
10.23 | Amended and Restated Trust Agreement among Commercial Capital Bancorp, Inc., Deutsche Bank Trust Company Americas, Deutsche Bank Trust Company Delaware and the Administrative Trustees of CCB Capital Trust VI dated March 31, 2004. | |
10.24 | Guarantee Agreement between Commercial Capital Bancorp, Inc. and Deutsche Bank Trust Company Americas dated March 31, 2004. | |
11 | Statement re: computation of per share earnings. (See Note 2 to the Unaudited Consolidated Financial Statements included in Item 1 hereof.) | |
14 | Standards of Conduct (Ethics Policy). (6) | |
31.1 | Section 302 Certification by the Chief Executive Officer filed herewith. | |
31.2 | Section 302 Certification by the Chief Financial Officer filed herewith. | |
32 | Section 906 Certification by the Chief Executive Officer and Chief Financial Officer furnished herewith. |
(1) | Incorporated by reference from the Registration Statement on Form S-1 (No. 333-99631) filed with the SEC on September 16, 2002, as amended. |
(2) | Incorporated by reference from the Annual Report on Form 10-K for the year ending December 31, 2002 (No. 000-50126) filed with the SEC on March 27, 2003. |
(3) | The Company and the Bank have entered into substantially identical agreements with Mr. DePillo. |
(4) | Incorporated by reference from the Form 10-Q for the quarter ending March 31, 2003 filed with the SEC on May 14, 2003. |
(5) | Incorporated by reference from the Form 10-Q for the quarter ending September 30, 2003 filed with the SEC on November 14, 2003. |
(6) | Incorporated by reference from the Annual Report on form 10-K for the year ending December 31, 2003 filed with the SEC on March 12, 2004. |
(7) | We have entered into substantially identical agreements with Messrs. Hagerty, Williams, Sanchez and Walsh, with the only differences being with respect to titles and salary. |
(8) | The Bank has entered into substantially identical agreements with Messrs. Hagerty, Sanchez and Walsh, with the only differences being with respect to titles and salary. |
(9) | The Bank has entered into substantially identical agreements with Messrs. DePillo and Hagerty, with the only differences being the amounts paid under each agreement. On November 26, 2002, the Bank entered into substantially identical agreements with Messrs. Sanchez and Walsh, with the only differences being the amounts paid under each agreement. On August 29, 2003 the Bank entered into substantially identical agreements with Mr. Williams, with the only difference being the amounts paid under the agreement. |
(10) | We have entered into substantially identical agreements with each of our directors. |
(11) | The Bank has entered into substantially identical agreements with each of its directors. |
22
(b) Reports filed on Form 8-K.
1. | Report on Form 8-K dated March 31, 2004. The report included on Item 9 of Form 8-K a press release announcing the issuance of $10.0 million of floating-rate trust preferred securities through CCB Capital Trust VI, an unconsolidated special purpose business trust. |
2. | Report on Form 8-K dated March 22, 2004. The report included on Item 5 of Form 8-K a press release announcing that the Company had entered into a strategic alliance and marketing agreement with Sperry Van Ness International, Inc. |
3. | Report on Form 8-K dated March 8, 2004. The report included on Item 5 of Form 8-K a press release announcing that the Company will be participating at the Third Annual JMP Securities Research Conference on March 9, 2004 and the Sandler ONeill & Partners 2004 West Coast Financial Services Conference on March 10, 2004 |
4. | Report on Form 8-K dated February 25, 2004. The report included on Item 5 of Form 8-K a press release announcing that the Company had entered into a strategic alliance and marketing agreement with TIMCOR Financial Corporation. |
5. | Report on Form 8-K dated February 24, 2004. The report included on Item 5 of Form 8-K a presentation to be used by executives of the Company in whole or in part, at presentations made by executive officers of the Company in meetings with analysts and investors throughout the fiscal quarter ended March 31, 2004. |
6. | Report on Form 8-K dated February 20, 2004. The report included on Item 5 of Form 8-K a press release announcing that, according to Dataquick Information Systems, the Company was the third largest originator of multi-family real estate loans in California during 2003. |
7. | Report on Form 8-K dated February 18, 2004. The report included on Item 5 of Form 8-K a press release announcing that it entered into a lease agreement with Irvine Company for its headquarters and Irvine banking office. |
8. | Report on Form 8-K dated February 13, 2004. The report included on Item 5 of Form 8-K a press release announcing the resignation of Kenneth A. Barnett as director of the Company and the appointment of Mark Scaffer to the Companys board of directors. |
9. | Report on Form 8-K dated January 30, 2004. The report included on Item 9 of Form 8-K supplemental information regarding its earnings for the quarter ended December 31, 2003. |
10. | Report on Form 8-K dated January 28, 2004. The report included on Item 5 of Form 8-K a press release announcing that the Company had entered into an agreement and plan of merger with Hawthorne Financial Corporation. The agreement was included as an exhibit. |
11. | Report on Form 8-K dated January 26, 2004. The report included on Item 12 of Form 8-K a press release announcing the Companys earnings for the quarter ended December 31, 2003. |
12. | Report on Form 8-K dated January 26, 2004. The report included on Item 9 of Form 8-K a press release announcing the Companys declaration of a 4-for-3 stock split payable on February 20, 2004. |
13. | Report on Form 8-K dated January 9, 2004. The report included on Item 9 of Form 8-K a press release announcing that the Company does not have any exposure to any of the REIT-related tax law revisions by the California Franchise Tax Board. |
14. | Report on Form 8-K dated January 5, 2004. The report included on Item 9 of Form 8-K a press release announcing that the Company will release earnings for the quarter ended December 31, 2003 on January 26, 2004. |
23
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
COMMERCIAL CAPITAL BANCORP, INC. | ||
By: |
/s/ STEPHEN H. GORDON | |
Stephen H. Gordon Chairman of the Board and Chief Executive Officer |
May 10, 2004
By: |
/s/ CHRISTOPHER G. HAGERTY | |
Christopher G. Hagerty Executive Vice President, Chief Financial Officer and Director |
May 10, 2004
24