e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number 000 51044
COMMUNITY BANCORP
(Exact name of registrant as specified in its charter)
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Nevada
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01-0668846 |
(State or other jurisdiction of incorporation)
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(I.R.S. Employer Identification No.) |
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400 South 4th Street, Suite 215, Las Vegas, NV
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89101 |
(Address of principal executive offices)
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(Zip Code) |
(702) 878
0700
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer o | |
Accelerated filer þ | |
Non-accelerated filer o | |
Smaller reporting company o |
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(Do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of
the latest practicable date.
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Title of Class |
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Outstanding as of July 31, 2008 |
Common Stock, $0.001 par value
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10,250,986 shares |
COMMUNITY BANCORP
TABLE OF CONTENTS
2
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
3
COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
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June 30, |
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December 31, |
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2008 |
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2007 |
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(In thousands, except share data) |
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ASSETS |
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Cash and due from banks |
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$ |
13,159 |
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$ |
19,243 |
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Interest bearing deposits in other banks |
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791 |
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141 |
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Federal funds sold |
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447 |
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20 |
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Cash and cash equivalents |
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14,397 |
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19,404 |
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Securities available for sale, at fair value |
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61,161 |
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88,217 |
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Securities held to maturity, at amortized cost (fair value of $645 as of June 30, 2008 and $817 as of
December 31, 2007) |
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635 |
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801 |
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Required equity investments, at cost |
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12,335 |
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14,014 |
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Loans, net of allowance for loan losses of $28,050 as of June 30, 2008 and $17,098 as of
December 31, 2007 |
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1,473,961 |
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1,396,890 |
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Premises and equipment, net |
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25,557 |
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27,535 |
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Other real estate owned |
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11,033 |
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Accrued interest and dividends receivable |
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7,083 |
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8,046 |
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Deferred income taxes, net |
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1,716 |
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1,503 |
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Bank owned life insurance |
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10,719 |
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10,521 |
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Goodwill |
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113,636 |
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113,636 |
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Core deposit intangible, net of accumulated amortization of $3,148 as of June 30, 2008 and $2,478 as of
December 31, 2007 |
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6,811 |
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7,481 |
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Other assets |
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8,780 |
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5,473 |
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Total assets |
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$ |
1,747,824 |
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$ |
1,693,521 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Liabilities |
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Deposits: |
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Non-interest bearing |
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$ |
163,551 |
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$ |
170,725 |
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Interest bearing: |
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Demand |
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706,181 |
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672,567 |
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Savings |
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22,445 |
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28,465 |
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Time, $100,000 or more |
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186,857 |
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171,664 |
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Other time |
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250,189 |
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187,041 |
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Total deposits |
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1,329,223 |
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1,230,462 |
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Borrowings |
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105,412 |
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146,684 |
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Accrued interest payable and other liabilities |
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7,190 |
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9,090 |
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Junior subordinated debt |
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72,166 |
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72,166 |
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Total liabilities |
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1,513,991 |
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1,458,402 |
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Commitments and Contingencies (Note 9) |
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Stockholders equity |
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Preferred stock, par value: $0.001; shares authorized: 20,000,000 at June 30, 2008 and none
at December 31, 2007; shares issued: none |
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Common stock, par value: $0.001; shares authorized: 50,000,000 at June 30, 2008 and
30,000,000 at December 31, 2007; shares issued: 10,604,570 as of June 30, 2008 (including
145,178 shares of unvested restricted stock) and 10,620,529 as of December 31, 2007
(including 161,137 shares of unvested restricted stock) |
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11 |
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11 |
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Additional paid-in capital |
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169,815 |
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168,931 |
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Retained earnings |
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70,853 |
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72,797 |
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Accumulated other comprehensive (loss) income, net of tax |
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(162 |
) |
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64 |
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240,517 |
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241,803 |
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Less cost of treasury stock, 350,575 shares as of June 30, 2008 and December 31, 2007 |
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(6,684 |
) |
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(6,684 |
) |
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Total stockholders equity |
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233,833 |
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235,119 |
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Total liabilities and stockholders equity |
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$ |
1,747,824 |
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$ |
1,693,521 |
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See Notes to Consolidated Financial Statements (Unaudited).
4
COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
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For the three months ended |
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For the six months ended |
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June 30, |
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June 30, |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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(In thousands, except per share data) |
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Interest and dividend income: |
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Loans, including fees |
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$ |
25,232 |
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$ |
30,439 |
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$ |
54,058 |
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$ |
59,373 |
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Securities and investments |
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948 |
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1,448 |
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2,067 |
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2,884 |
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Federal funds sold |
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17 |
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529 |
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27 |
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1,047 |
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Total interest and dividend income |
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26,197 |
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32,416 |
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56,152 |
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63,304 |
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Interest expense on: |
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Deposits |
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8,615 |
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|
11,926 |
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18,758 |
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22,623 |
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Borrowings |
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|
1,021 |
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|
|
1,149 |
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2,400 |
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2,301 |
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Junior subordinated debt |
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1,034 |
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|
|
1,543 |
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|
2,188 |
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3,073 |
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Total interest expense |
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10,670 |
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14,618 |
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|
23,346 |
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27,997 |
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|
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|
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Net interest income before provision for loan losses |
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15,527 |
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17,798 |
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32,806 |
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35,307 |
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|
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|
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Provision for loan losses |
|
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14,226 |
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|
486 |
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|
|
18,394 |
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|
968 |
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|
|
|
|
|
|
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|
|
|
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Net interest income after provision for loan losses |
|
|
1,301 |
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|
|
17,312 |
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|
|
14,412 |
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|
34,339 |
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Non-interest income: |
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|
|
|
|
|
|
|
|
|
|
|
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Service charges and other income |
|
|
738 |
|
|
|
557 |
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|
|
1,401 |
|
|
|
1,185 |
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Bank owned life insurance |
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|
98 |
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|
111 |
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|
198 |
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|
229 |
|
Net swap settlements |
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(85 |
) |
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44 |
|
|
|
(115 |
) |
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|
92 |
|
Rental income |
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|
39 |
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|
38 |
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|
87 |
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|
76 |
|
Gain on sale of securities |
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31 |
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4 |
|
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|
196 |
|
|
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4 |
|
Gain on sale of property |
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|
|
|
|
|
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|
1,210 |
|
|
|
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Net gain on sale of loans |
|
|
|
|
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|
250 |
|
|
|
|
|
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|
285 |
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|
|
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|
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|
|
|
|
|
|
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Total non-interest income |
|
|
821 |
|
|
|
1,004 |
|
|
|
2,977 |
|
|
|
1,871 |
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|
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Non-interest expense: |
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|
|
|
|
|
|
|
|
|
|
|
|
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Salaries, wages and employee benefits |
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|
5,230 |
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|
|
5,589 |
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|
|
11,095 |
|
|
|
11,301 |
|
Occupancy, equipment and depreciation |
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|
1,291 |
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|
|
1,227 |
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|
2,573 |
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|
|
2,423 |
|
Core deposit intangible amortization |
|
|
335 |
|
|
|
335 |
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|
670 |
|
|
|
670 |
|
Data processing |
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|
303 |
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|
268 |
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|
533 |
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|
583 |
|
Advertising and public relations |
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|
405 |
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|
|
464 |
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|
|
782 |
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|
|
737 |
|
Professional fees |
|
|
616 |
|
|
|
428 |
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|
|
1,206 |
|
|
|
700 |
|
Telephone and postage |
|
|
163 |
|
|
|
193 |
|
|
|
326 |
|
|
|
394 |
|
Stationery and supplies |
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|
207 |
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|
|
192 |
|
|
|
402 |
|
|
|
358 |
|
Directors fees |
|
|
119 |
|
|
|
50 |
|
|
|
236 |
|
|
|
178 |
|
Insurance |
|
|
436 |
|
|
|
140 |
|
|
|
660 |
|
|
|
259 |
|
Software maintenance |
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|
173 |
|
|
|
116 |
|
|
|
319 |
|
|
|
221 |
|
Loan related |
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|
123 |
|
|
|
82 |
|
|
|
223 |
|
|
|
177 |
|
Foreclosed assets, net |
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|
154 |
|
|
|
|
|
|
|
154 |
|
|
|
|
|
(Gain) Loss on interest rate swaps |
|
|
(814 |
) |
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|
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|
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|
15 |
|
|
|
|
|
Other operating expenses |
|
|
541 |
|
|
|
539 |
|
|
|
1,198 |
|
|
|
1,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
9,282 |
|
|
|
9,623 |
|
|
|
20,392 |
|
|
|
19,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
(Loss) income before income tax provision |
|
|
(7,160 |
) |
|
|
8,693 |
|
|
|
(3,003 |
) |
|
|
17,129 |
|
Income tax (benefit) provision |
|
|
(2,524 |
) |
|
|
3,050 |
|
|
|
(1,059 |
) |
|
|
6,037 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(4,636 |
) |
|
|
5,643 |
|
|
|
(1,944 |
) |
|
|
11,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive (loss) income unrealized (loss) on available-for-sale securities, net
of income tax benefit of $381, $333, $26 and $262, respectively |
|
|
(877 |
) |
|
|
(600 |
) |
|
|
(226 |
) |
|
|
(445 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive (loss) income |
|
$ |
(5,513 |
) |
|
$ |
5,043 |
|
|
$ |
(2,170 |
) |
|
$ |
10,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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(LOSS) EARNINGS PER SHARE: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.46 |
) |
|
$ |
0.54 |
|
|
$ |
(0.19 |
) |
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
(0.46 |
) |
|
$ |
0.54 |
|
|
$ |
(0.19 |
) |
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements (Unaudited).
5
COMMUNITY BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,944 |
) |
|
$ |
11,092 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation of premises and equipment |
|
|
962 |
|
|
|
929 |
|
Gain on sales of fixed assets |
|
|
|
|
|
|
(20 |
) |
Gain on sale of property |
|
|
(1,210 |
) |
|
|
|
|
Amortization of core deposit intangible |
|
|
670 |
|
|
|
670 |
|
Loss on interest rate swaps |
|
|
15 |
|
|
|
|
|
Income from bank owned life insurance |
|
|
(198 |
) |
|
|
(229 |
) |
Gain on sale of loans |
|
|
|
|
|
|
(285 |
) |
Gain on sale of securities |
|
|
(196 |
) |
|
|
(4 |
) |
Proceeds from sales of loans held for sale |
|
|
|
|
|
|
3,559 |
|
Originations of loans held for sale |
|
|
|
|
|
|
(2,262 |
) |
Deferred taxes, net |
|
|
(188 |
) |
|
|
1,082 |
|
Provision for loan losses |
|
|
18,394 |
|
|
|
968 |
|
Share-based compensation expense |
|
|
884 |
|
|
|
417 |
|
Net amortization (accretion) of investment premium and discount |
|
|
23 |
|
|
|
(76 |
) |
Decrease (increase) in accrued interest receivable |
|
|
963 |
|
|
|
(617 |
) |
(Increase) in other assets |
|
|
(3,307 |
) |
|
|
(501 |
) |
Decrease in accrued interest payable and other liabilities |
|
|
(1,915 |
) |
|
|
(972 |
) |
Income from required equity investments stock dividends |
|
|
(189 |
) |
|
|
(117 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
12,764 |
|
|
|
13,634 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in loans |
|
|
(106,383 |
) |
|
|
(112,035 |
) |
(Payments) receipts on net swap settlements |
|
|
(115 |
) |
|
|
92 |
|
Proceeds from maturities of and principal paydowns on securities held to maturity |
|
|
166 |
|
|
|
98 |
|
Purchase of securities available for sale |
|
|
(100 |
) |
|
|
(2,617 |
) |
Proceeds from maturities of and principal paydowns on securities available for sale |
|
|
26,882 |
|
|
|
13,019 |
|
Proceeds from sale of securities available for sale |
|
|
196 |
|
|
|
3,272 |
|
Net investment in required equity investments |
|
|
1,868 |
|
|
|
(5,726 |
) |
(Purchase) sale of premises and equipment |
|
|
(339 |
) |
|
|
(2,261 |
) |
Proceeds from sale of premises and equipment |
|
|
2,565 |
|
|
|
48 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(75,260 |
) |
|
|
(106,110 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net (decrease) increase in borrowings |
|
|
(38,760 |
) |
|
|
32,139 |
|
Net increase in deposits |
|
|
98,761 |
|
|
|
50,261 |
|
Repayment of long-term debt |
|
|
(2,512 |
) |
|
|
|
|
Excess tax benefit related to exercise of stock options |
|
|
|
|
|
|
51 |
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
264 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
57,489 |
|
|
|
82,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(5,007 |
) |
|
|
(9,761 |
) |
Cash and cash equivalents, beginning of the year |
|
|
19,404 |
|
|
|
46,116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
$ |
14,397 |
|
|
$ |
36,355 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
23,882 |
|
|
$ |
27,843 |
|
|
|
|
|
|
|
|
Income taxes paid |
|
$ |
2,565 |
|
|
$ |
5,161 |
|
|
|
|
|
|
|
|
Transfer of loans to other real estate owned |
|
$ |
11,033 |
|
|
$ |
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements (Unaudited).
6
COMMUNITY BANCORP AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Business
Community Bancorp is a bank holding company headquartered in Las Vegas, Nevada with four
wholly-owned subsidiaries: 1) Community Bank of Nevada, 2) Community Bank of Arizona, 3) Community
Bancorp (NV) Statutory Trust II and 4) Community Bancorp (NV) Statutory Trust III. Community
Bancorp exists primarily for the purpose of holding the stock of its wholly-owned subsidiaries and
facilitating their activities. Community Bancorp and its consolidated subsidiaries discussed below
are collectively referred to herein as the Company.
Community Bank of Nevada is a Nevada state chartered bank providing a full range of commercial
and consumer bank products through thirteen branches located in the greater Las Vegas area.
Community Bank of Arizona is an Arizona state chartered bank providing a full range of
commercial and consumer bank products through three branches located in the greater Phoenix,
Arizona area. Community Bank of Arizona was acquired in September 2006.
The statutory trusts were formed for the exclusive purpose of issuing and selling trust
preferred securities (see Note 2 and Note 8). The trust preferred securities issued through
Community Bancorp (NV) Statutory Trust I were redeemed in September 2007 and management has
dissolved this entity.
Community Bancorps principal source of income is currently dividends from its two bank
subsidiaries, Community Bank of Nevada and Community Bank of Arizona. The expenses of Community
Bancorp, including interest from junior subordinated debt, salaries, legal, accounting and NASDAQ
listing fees, have been and will generally be paid from dividends and management fees paid to
Community Bancorp by its bank subsidiaries.
Note 2. Basis of Presentation
The unaudited consolidated financial statements include the accounts of Community Bancorp,
Community Bank of Nevada and Community Bank of Arizona. Intercompany items and transactions have
been eliminated in consolidation. The statutory trusts are not consolidated, as disclosed in Note
8.
The interim consolidated financial statements are presented in accordance with accounting
principles generally accepted in the United States of America (GAAP) for interim financial
statements. The information furnished in these interim statements reflects all adjustments that
are, in the opinion of management, necessary for the fair statement of results for the periods
presented. All adjustments are of a normal and recurring nature. Results for the three months and
six months ended June 30, 2008 are not necessarily indicative of the results that may be expected
for any other interim period or for the year as a whole. Certain information and note disclosures
normally included in annual financial statements prepared in accordance with GAAP have been
condensed or omitted. The unaudited consolidated financial statements should be read in conjunction
with the audited financial statements and notes included in the Consolidated Financial Statements
in the Companys Annual Report on Form 10-K for the year ended December 31, 2007.
A consolidated statement of stockholders equity is not included as part of these interim
financial statements since there have been no material changes, other than a net loss, during the
six months ended June 30, 2008.
Certain amounts in the 2007 Consolidated Statement of Cash Flows have been reclassified to
conform to the 2008 presentation.
Note 3. Significant Accounting Policies
Accounting policies are fully described in Note 2 of the Consolidated Financial Statements in
the Companys Annual Report on Form 10-K for the year ended December 31, 2007 and there have been
no material changes during the six months ended June 30, 2008 (also see Note 4 and Note 17).
Note 4. Recent Accounting Pronouncements
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which addresses how
companies should measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under GAAP. SFAS No. 157 provides a common definition of fair
value to be used throughout GAAP. The FASB believes that the new standard will make the measurement
of fair value more consistent and comparable and improve disclosures about those measures.
SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Company adopted
7
SFAS No. 157 effective January 1, 2008. The adoption of SFAS No. 157 had no effect on the
Companys Consolidated Balance Sheet or Consolidated Statement of Operations and Comprehensive
Income (Loss) (also see Note 17).
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities-Including an Amendment of FASB Statement No. 115. SFAS No. 159 permits an
entity to choose to measure many financial instruments and certain other items at fair value.
SFAS No. 159 applies to all reporting entities, including not-for-profit organizations, and
contains financial statement presentation and disclosure requirements for assets and liabilities
reported at fair value. For companies electing the fair value option for financial instruments
under SFAS No. 159, unrealized gains and losses will be reported in earnings. SFAS No. 159 is
effective for fiscal years beginning after November 15, 2007. However, early adoption was permitted
subject to certain conditions including the adoption of SFAS No. 157 at the same time. The Company
adopted SFAS No. 159 on January 1, 2008. The adoption of SFAS No. 159 had no effect on the
Companys Consolidated Balance Sheet and Consolidated Statement of Operations and Comprehensive
Income (Loss).
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities, an amendment of FASB Statement No. 133. SFAS No. 161 requires enhanced
disclosures about derivative instruments and hedging activities. It is effective for financial
statements issued for fiscal years and interim periods beginning after November 15, 2008. The
Company is currently assessing the extent, if any, of any additional required disclosures.
Note 5. Loans
The composition of the Companys loan portfolio as of June 30, 2008 and December 31, 2007 is
as follows:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
Commercial and industrial |
|
$ |
232,579 |
|
|
$ |
210,614 |
|
Real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
406,218 |
|
|
|
370,464 |
|
Residential |
|
|
38,853 |
|
|
|
43,212 |
|
Construction and land development |
|
|
823,429 |
|
|
|
789,185 |
|
Consumer and other |
|
|
4,797 |
|
|
|
5,707 |
|
|
|
|
|
|
|
|
Total gross loans |
|
|
1,505,876 |
|
|
|
1,419,182 |
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
28,050 |
|
|
|
17,098 |
|
Net unearned loan fees and discounts |
|
|
3,865 |
|
|
|
5,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net loans |
|
$ |
1,473,961 |
|
|
$ |
1,396,890 |
|
|
|
|
|
|
|
|
Changes in the allowance for loan losses for the three months and six months ended June 30,
2008 and 2007 are as follow:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the six months ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Balance at beginning of period |
|
$ |
19,831 |
|
|
$ |
15,615 |
|
|
$ |
17,098 |
|
|
$ |
14,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
14,226 |
|
|
|
486 |
|
|
|
18,394 |
|
|
|
968 |
|
Less amounts charged off |
|
|
(6,126 |
) |
|
|
(129 |
) |
|
|
(7,671 |
) |
|
|
(228 |
) |
Recoveries of amounts charged off |
|
|
119 |
|
|
|
13 |
|
|
|
229 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
28,050 |
|
|
$ |
15,985 |
|
|
$ |
28,050 |
|
|
$ |
15,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
At June 30, 2008, total impaired loans were $103.1 million, including $69.3 million in
non-accrual loans, and total loans past due 90 days or more and still accruing interest were
$10,000. At December 31, 2007, total impaired loans were $29.8 million, including $12.1 million in
non-accrual loans, and total loans past due 90 days or more and still accruing interest were
$20,000.
Note 6. Other Real Estate Owned
OREO is real estate that is held for sale and is initially recorded at fair value, net of
estimated disposition costs and is subsequently carried at the lower of its carrying amount or fair
value. The Companys OREO as of June 30, 2008 consists of seven properties totaling $11.0 million,
compared to two properties totaling $2.8 million at March 31, 2008 and no OREO at December 31,
2007. During the quarter ended June 30, 2008, the Company charged-off $1.4 million to the
allowance for loan losses to record OREO at its estimated fair value less costs to sell. Of the
$1.4 million in loan balances charged-off during the second quarter of 2008, the Company had
previously established a specific allowance on these loans of $1.3 million at March 31, 2008. The
Company also recognized a $525,000 write down of one OREO property during the second quarter of
2008 to adjust the carrying value of the property to its estimated fair value less costs to sell
based on acceptance of a purchase offer, less selling costs. One property in the amount of $2.4
million was sold on July 22, 2008 and for three properties, totaling $7.2 million, the Company has
accepted purchase offers (two of which are in escrow) with anticipated closings in the third
quarter of 2008.
OREO is evaluated to ensure the recorded amount is supported by its current fair
value and valuation allowances. Reductions in the carrying amount are recorded as necessary.
Costs relating to the development and improvement of the OREO are capitalized to the extent that
the total does not exceed the propertys net realizable value.
Note 7. Borrowings
The Company regularly uses the Federal Home Loan Bank of San Francisco (FHLB) for short term
and long term borrowings. FHLB term debt, which matures from July 2008 through March 2009, amounted
to $93.3 million at June 30, 2008. Interest on all FHLB borrowings accrued at an average rate of
3.95% and 4.15% for the three and six months ended June 30, 2008, respectively. Remaining
available debt financing through the FHLB amounted to $69.1 million at June 30, 2008.
The Company also has agreements with other lending institutions under which it can purchase up
to $108.0 million of federal funds. The interest rate charged on borrowings is determined by the
lending institutions at the time of borrowings. Each line is unsecured. As of June 30, 2008 and
December 31, 2007, there were no federal funds purchased.
In September 2007, the Company borrowed $15.5 million and used the proceeds to redeem junior
subordinated debt owed to Community Bancorp (NV) Statutory Trust I which used the proceeds to
redeem its trust preferred issuances. The borrowing is unsecured, bears interest at the one month
LIBOR plus 1.50% (equal to 3.88% at June 30, 2008), is payable in the amount of approximately
$461,000 monthly with all unpaid interest and principal due on September 26, 2010 and requires the
lenders approval prior to issuing dividends to shareholders. At June 30, 2008, the Company was
not in compliance with the debt service coverage ratio requirement of
this loan agreement. The Company has received a waiver from the lender of this requirement through
September 30, 2008. The outstanding balance on the note was $11.8 million and $14.3 million as of
June 30, 2008 and December 31, 2007, respectively.
Note 8. Junior Subordinated Debt
The Company had
$72.2 million of subordinated debentures outstanding at
June 30, 2008, which bore interest at an
averaged rate of 5.76% and 6.10% for the three months and six months ended June 30, 2008,
respectively. The subordinated debentures were issued in three separate series. Each issuance has a
maturity of thirty years from its date of issue. The subordinated debentures were issued to trusts
established by the Company, which in turn issued trust preferred securities. The proceeds from the
issuance of the securities were used to fund the Companys 2005 and 2006 acquisitions.
In accordance with FIN 46 (revised December 2004), Consolidation of Variable Interest
Entities-an interpretation of ARB No. 51, statutory trusts are not reported on a consolidated
basis. Therefore, the trust preferred debt securities of $70.0 million do not appear on the
Consolidated Balance Sheets. Instead, the junior subordinated debentures of $72.2 million payable
by Community Bancorp to the statutory trusts and the investment in the statutory trusts common
stock of $2.2 million (included in other assets) are reported on the Consolidated Balance Sheets.
The Company has the option to defer payments of interest on the trust preferred securities for
a period of up to five years, as long as the Company is not in default on the payment of interest.
If the Company elects to defer payments of interest by extending the interest distribution period,
then the Company may not declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to any of the Companys common stock, until
such time as all deferred interest is paid.
9
In the event of certain changes or amendments to regulatory requirements or federal tax rules,
the debt is redeemable in whole. Certain obligations under these instruments are fully and
unconditionally guaranteed by the Company and rank subordinate and junior in right of payment to
all other liabilities of the Company.
In March 2005, the Federal Reserve Bank adopted a final rule that allows the continued
inclusion of trust preferred securities in the Tier I capital of bank holding companies, subject to
stricter quantitative limits and qualitative standards. Under the final ruling, qualifying
mandatory preferred securities may be included in Tier I capital, subject to a limit of 25% of all
core capital. Amounts of restricted core capital elements in excess of this limit generally may be
included in Tier II capital. The quantitative limits become effective on March 31, 2009. As of June
30, 2008, the trust preferred securities have been included in Tier I capital for regulatory
capital purposes up to the specified limit ($70.0 million).
Note 9. Commitments and Contingencies
Financial Instruments with Off-Balance Sheet Risk
The Company is party to financial instruments with off-balance sheet risk in the normal course
of business in order to meet the financing needs of its customers. These financial instruments
include commitments to extend credit and standby letters of credit. They involve, to varying
degrees, elements of credit risk in excess of amounts recognized in the Consolidated Balance
Sheets.
The Companys exposure to credit loss for these commitments, in the event of nonperformance,
is represented by the contractual amounts of those instruments. The Company uses the same credit
policies in making commitments and conditional obligations as it does for on-balance sheet
instruments.
A summary of the contract amount of the Companys exposure to off-balance sheet risk as of
June 30, 2008 and December 31, 2007 is as follows:
Outstanding commitments
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
Commitments to extend
credit, including
unsecured commitments
of approximately
$22,604 for 2008 and
$28,137 for 2007 |
|
$ |
326,023 |
|
|
$ |
430,093 |
|
|
Credit card
commitments,
including unsecured
amounts of
approximately $838
for 2008 and $818 for
2007 |
|
|
838 |
|
|
|
818 |
|
|
Standby letters of
credit, including
unsecured commitments
of approximately
$1,542 for 2008 and
$2,485 for 2007 |
|
|
3,137 |
|
|
|
4,083 |
|
|
|
|
|
|
|
|
|
|
|
$ |
329,998 |
|
|
$ |
434,994 |
|
|
|
|
|
|
|
|
Commitments to extend credit are agreements to lend to a customer as long as there are no
violations of any condition established in the contract. Commitments generally have fixed
expiration dates or other termination clauses and may require payment of a fee. Since many of the
commitments are expected to expire without being drawn upon, the total commitment amounts do not
necessarily represent future cash requirements. The Company evaluates each customers
creditworthiness on a case-by-case basis. The amount of collateral obtained is based on
managements credit evaluation of the party. Collateral held varies, but may include accounts
receivable; inventory; property and equipment; residential real estate; income-producing commercial
properties; and owner-occupied commercial properties. The Company had approximately $989,000 and
$877,000 at June 30, 2008 and December 31, 2007, respectively, reflected in other liabilities for
the allowance for loan losses of off-balance sheet risk associated with commitments to extend credit.
Standby letters of credit are conditional commitments issued by the Company to guarantee the
performance of a customer to a third party. Those guarantees are primarily issued to support public
and private borrowing arrangements. The credit risk involved in issuing letters of credit is
essentially the same as that involved in extending loan facilities to customers. Collateral held
varies as specified above and is required as the Company deems necessary. Essentially all letters
of credit issued have expiration dates within one year. Upon entering into letters of credit, the
Company records the related
10
liability at fair value pursuant to FASB Interpretation No. 45
(FIN 45). Thereafter, the liability is evaluated pursuant to FASB Statement No. 5, Accounting for
Contingencies. As of June 30, 2008 and December 31, 2007, the amount of the liability related to
guarantees was approximately $8,000 and $10,000, respectively.
In connection with standby letters of credit, the Company recognizes the related commitment
fee received from the third party as a liability at the inception of the guarantee arrangement
pursuant to FIN 45. Commitment fees, where the likelihood of exercise of the commitment is remote,
are generally recognized as service fee income on a straight line basis over the commitment period.
All other commitment fees are deferred over the entire commitment period and are not recognized as
service fee income until the expiration of the commitment period.
Financial Instruments with Concentrations of Credit Risk
The Company makes commercial, commercial real estate, residential real estate and consumer
loans to customers primarily in the greater Las Vegas, Nevada and Phoenix, Arizona areas. Real
estate loans accounted for approximately 84% of the total gross loans as of June 30, 2008.
Substantially all of these loans are secured by first liens with an initial loan-to-value ratio of
generally not more than 75%. Approximately 2% of total gross loans were unsecured as of June 30,
2008. The Companys loans are expected to be repaid from cash flows or from proceeds from the sale
of selected assets of the borrowers.
At June 30, 2008 the Companys impaired loans totaled $103.1 million, including $69.3 million
in non-accrual loans. Approximately 89% and 91% of the non-accrual loans and impaired loans,
respectively, were related to borrowers in the greater Las Vegas, Nevada geographic region.
At June 30, 2008, seven customer balances totaling $461.4 million comprised 34.7% of total
deposits. These customer balances constitute all brokered deposits at June 30, 2008. Of these
deposits at June 30, 2008, $364.7 million were interest bearing wholesale demand deposits and $96.7
million were other time deposits.
Lease Commitments
The Company leases certain branches and office facilities under operating leases. The Company
has lease obligations for ten of its branch locations and its corporate headquarters and
administrative offices under various non-cancelable agreements with expiration dates through March
2018, which require various minimum annual rentals.
In January 2008, the Company also executed a new land lease agreement for property on which it
will construct a new branch. The Company took possession of the property on March 21, 2008 and
will commence construction of the branch. The initial term of the lease is ten years with four ten
year renewal options. Monthly rent will commence on the date the branch facility is open for
business or at the latest in November 2008.
Contingencies
In the normal course of business, the Company is involved in various legal proceedings. In
the opinion of management, any liability resulting from such proceedings would not have a material
adverse effect on the consolidated financial statements.
Note 10. Derivative Financial Instruments
During 2006, the Company originated two fixed rate loans with an aggregate principal balance
of approximately $20.0 million. The Company also entered into two interest rate swap agreements
with notional values equal to the principal balance of the two fixed rate loans. The interest rate
swap agreements are LIBOR-based where the Companys interest payments are based on a fixed interest
rate and the Companys receipt of interest payments are based on a variable interest rate. The
Company retains any net swap settlement income and pays any net swap settlement expense. As the
Company has not used hedge accounting, the net swap settlement has been recorded in non-interest
income.
The interest rate swap agreements are recorded at fair value as required by SFAS No. 133 and
as amended, by SFAS No. 155. The fair values of the swap agreements are reflected in other assets
or other liabilities, as applicable and any
amounts owed to the borrower are recorded in other liabilities on the Consolidated Balance
Sheet. As a result of changes in market value associated with the interest rate swaps, a gain of
$814,000 and a loss of $15,000 was recorded in the Companys Consolidated Statement of Operations
and Comprehensive Income (Loss) for the three and six months ended June 30, 2008, respectively.
For the three and six months ended June 30, 2007, there was no corresponding gain or loss on
interest rate swaps.
11
Fair values for the swap agreements are based upon quoted market prices.
Note 11. Stockholders Equity
At the Companys annual stockholders meeting held May 29, 2008, the Companys shareholders
approved an amendment of the Articles of Incorporation, increasing the number of authorized shares
of common stock from 30,000,000 to 50,000,000 and creating a new class of preferred stock in the
amount of 20,000,000 shares that, if issued, will have such terms, rights and features as may be
determined by the Board of Directors. All shares of stock have a par value of $.001.
Note 12. Earnings (Loss) per Share
Basic (loss) earnings per share (EPS) are calculated on the basis of weighted-average number
of common shares outstanding (excluding non-vested restricted stock) during the period. Diluted EPS
reflects additional common shares that would have been outstanding if dilutive potential common
shares had been issued. Potential common shares that may be issued by the Company relate to
outstanding stock options and non-vested restricted stock, and are determined using the treasury
stock method. The diluted loss per share for the three and six months ended June 30, 2008, was
based only on the weighted-average number of common shares outstanding, as any common stock
equivalents would have been antidilutive.
EPS has been computed based on the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended June 30, |
|
|
For the Six Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands, except (loss) earnings per share data) |
|
|
(In thousands, except (loss) earnings per share data) |
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
Net |
|
|
Number |
|
|
Per Share |
|
|
Net |
|
|
Number |
|
|
Per Share |
|
|
Net |
|
|
Number |
|
|
Per Share |
|
|
Net |
|
|
Number |
|
|
Per Share |
|
|
|
(Loss) |
|
|
of Shares |
|
|
Amounts |
|
|
Income |
|
|
of Shares |
|
|
Amounts |
|
|
(Loss) |
|
|
of Shares |
|
|
Amounts |
|
|
Income |
|
|
of Shares |
|
|
Amounts |
|
Basic EPS |
|
$ |
(4,636 |
) |
|
|
10,109 |
|
|
$ |
(0.46 |
) |
|
$ |
5,643 |
|
|
|
10,420 |
|
|
$ |
0.54 |
|
|
$ |
(1,944 |
) |
|
|
10,109 |
|
|
$ |
(0.19 |
) |
|
$ |
11,092 |
|
|
|
10,418 |
|
|
$ |
1.06 |
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
68 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
72 |
|
|
|
|
|
Restricted stock |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS |
|
$ |
(4,636 |
) |
|
|
10,109 |
|
|
$ |
(0.46 |
) |
|
$ |
5,643 |
|
|
|
10,488 |
|
|
$ |
0.54 |
|
|
$ |
(1,944 |
) |
|
|
10,109 |
|
|
$ |
(0.19 |
) |
|
$ |
11,092 |
|
|
|
10,490 |
|
|
$ |
1.06 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock options and restricted stock that could potentially effect basic EPS in the future, that
were not included in the computation of diluted EPS because they would have had an antidilutive
effect, amounted to 698,000 shares and 708,000 shares for the three and six months ended June 30,
2008, respectively.
Note 13. Share-Based Compensation
Stock options
As of June 30, 2008, the Company has outstanding options under two share-based
compensation plans. The related compensation cost was approximately $189,000 and $220,000 for
the three months ended June 30, 2008 and 2007, respectively, and $376,000 and $417,000 for the
six months ended June 30, 2008 and 2007, respectively. No share-based compensation was
capitalized. No stock options were granted during the six months ended June 30, 2008 and
2007.
Restricted stock
In August and September 2007, the Company issued a total of approximately 163,000 shares
of restricted common stock to certain employees and directors. Restricted common stock issued
to employees is subject to a three year cliff vesting and the directors restricted common
stock vest annually over a three year period. Share-based compensation costs associated with
the issuance of the restricted common stock is recognized on a straight-line basis over three
years and amounted to approximately $254,000 and $508,000 for the three months and six months
ended June 30, 2008, respectively. For the three and six months ended June 30, 2007, there
was no share-based compensation cost associated with the issuance of restricted stock.
12
Stock appreciation rights
In July 2000, the Companys Board of Directors approved the 2000 Stock Appreciation
Rights Plan. The Company accounts for the Stock Appreciation Rights (SAR) using liability
accounting which requires the Company to record the liability of the SAR at fair value, rather
than intrinsic value. All outstanding SAR were settled, with cash payments made in April 2007
and, accordingly, there was no accrued liability for SAR at June 30, 2008. There was no SAR
expense recognized for the three months ended June 30, 2008 and 2007. SAR expense for the six
months ended June 30, 2008 and 2007 was $0 and $32,000, respectively.
The compensation cost related to share-based compensation plans was included in salaries,
wages and employee benefits expense for grants to employees and directors fees for grants to board
members in the Consolidated Statement of Operations and Comprehensive Income (Loss).
Note 14. Segments
The Company provides a full range of banking services through its two consolidated
subsidiaries, Community Bank of Nevada and Community Bank of Arizona. The Company currently
manages its business with a primary focus on each bank subsidiary. Accordingly, the Company has
two reportable segments. Community Bancorps financial information is included in the Other
category, because it represents an overhead function rather than an operating segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended and as of June 30, 2008 |
|
|
For the six months ended and as of June 30, 2008 |
|
|
|
Community |
|
|
Community |
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Community |
|
|
|
|
|
|
|
|
|
Bank of |
|
|
Bank of |
|
|
|
|
|
|
|
|
|
|
Bank of |
|
|
Bank of |
|
|
|
|
|
|
|
|
|
Nevada |
|
|
Arizona |
|
|
Other (3) |
|
|
Total |
|
|
Nevada |
|
|
Arizona |
|
|
Other (3) |
|
|
Total |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Interest and dividend income |
|
$ |
24,478 |
|
|
$ |
1,706 |
|
|
$ |
13 |
|
|
$ |
26,197 |
|
|
$ |
52,834 |
|
|
$ |
3,337 |
|
|
$ |
(19 |
) |
|
$ |
56,152 |
|
Interest expense |
|
|
8,936 |
|
|
|
593 |
|
|
|
1,141 |
|
|
|
10,670 |
|
|
|
19,779 |
|
|
|
1,165 |
|
|
|
2,402 |
|
|
|
23,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income before provision for loan losses |
|
|
15,542 |
|
|
|
1,113 |
|
|
|
(1,128 |
) |
|
|
15,527 |
|
|
|
33,055 |
|
|
|
2,172 |
|
|
|
(2,421 |
) |
|
|
32,806 |
|
Provision for loan losses |
|
|
12,484 |
|
|
|
1,742 |
|
|
|
|
|
|
|
14,226 |
|
|
|
16,519 |
|
|
|
1,875 |
|
|
|
|
|
|
|
18,394 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
3,058 |
|
|
|
(629 |
) |
|
|
(1,128 |
) |
|
|
1,301 |
|
|
|
16,536 |
|
|
|
297 |
|
|
|
(2,421 |
) |
|
|
14,412 |
|
Non-interest income |
|
|
783 |
|
|
|
38 |
|
|
|
|
|
|
|
821 |
|
|
|
2,888 |
|
|
|
89 |
|
|
|
|
|
|
|
2,977 |
|
Non-interest expenses |
|
|
6,825 |
|
|
|
1,303 |
|
|
|
1,154 |
|
|
|
9,282 |
|
|
|
15,772 |
|
|
|
2,540 |
|
|
|
2,080 |
|
|
|
20,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax (loss) income |
|
$ |
(2,984 |
) |
|
$ |
(1,894 |
) |
|
$ |
(2,282 |
) |
|
$ |
(7,160 |
) |
|
$ |
3,652 |
|
|
$ |
(2,154 |
) |
|
$ |
(4,501 |
) |
|
$ |
(3,003 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,636,013 |
|
|
$ |
124,886 |
|
|
$ |
(13,075 |
) |
|
$ |
1,747,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended and as of June 30, 2007 |
|
|
For the six months ended and as of June 30, 2007 |
|
|
|
Community |
|
|
Community |
|
|
|
|
|
|
|
|
|
|
Community |
|
|
Community |
|
|
|
|
|
|
|
|
|
Bank of |
|
|
Bank of |
|
|
|
|
|
|
|
|
|
|
Bank of |
|
|
Bank of |
|
|
|
|
|
|
|
|
|
Nevada |
|
|
Arizona |
|
|
Other (3) |
|
|
Total |
|
|
Nevada |
|
|
Arizona |
|
|
Other (3) |
|
|
Total |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Interest and dividend income |
|
$ |
30,829 |
|
|
$ |
1,532 |
|
|
$ |
55 |
|
|
$ |
32,416 |
|
|
$ |
60,300 |
|
|
$ |
2,894 |
|
|
$ |
110 |
|
|
$ |
63,304 |
|
Interest expense |
|
|
12,524 |
|
|
|
551 |
|
|
|
1,543 |
|
|
|
14,618 |
|
|
|
23,907 |
|
|
|
1,017 |
|
|
|
3,073 |
|
|
|
27,997 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income before provision for loan losses |
|
|
18,305 |
|
|
|
981 |
|
|
|
(1,488 |
) |
|
|
17,798 |
|
|
|
36,393 |
|
|
|
1,877 |
|
|
|
(2,963 |
) |
|
|
35,307 |
|
Provision for loan losses |
|
|
386 |
|
|
|
100 |
|
|
|
|
|
|
|
486 |
|
|
|
768 |
|
|
|
200 |
|
|
|
|
|
|
|
968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
17,919 |
|
|
|
881 |
|
|
|
(1,488 |
) |
|
|
17,312 |
|
|
|
35,625 |
|
|
|
1,677 |
|
|
|
(2,963 |
) |
|
|
34,339 |
|
Non-interest income |
|
|
911 |
|
|
|
93 |
|
|
|
|
|
|
|
1,004 |
|
|
|
1,618 |
|
|
|
178 |
|
|
|
75 |
|
|
|
1,871 |
|
Non-interest expenses |
|
|
8,149 |
|
|
|
973 |
|
|
|
501 |
|
|
|
9,623 |
|
|
|
16,487 |
|
|
|
1,747 |
|
|
|
847 |
|
|
|
19,081 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax income (loss) |
|
$ |
10,681 |
|
|
$ |
1 |
|
|
$ |
(1,989 |
) |
|
$ |
8,693 |
|
|
$ |
20,756 |
|
|
$ |
108 |
|
|
$ |
(3,735 |
) |
|
$ |
17,129 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,569,683 |
|
|
$ |
89,420 |
|
|
$ |
4,083 |
|
|
$ |
1,663,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Goodwill included in Community Bank of Nevadas and Community Bank of Arizonas segment
assets amounted to $103.7 million and $9.9 million, respectively. |
|
(2) |
|
Goodwill included in Community Bank of Nevadas and Community Bank of Arizonas segment
assets amounted to $105.6 million and $9.5 million, respectively. |
|
(3) |
|
Includes intersegment eliminations and reclassifications. |
13
Note 15. Quarterly Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three months ended |
|
|
For the three months ended |
|
|
|
June 30, |
|
|
March 31, |
|
|
June 30, |
|
|
March 31, |
|
|
|
2008 |
|
|
2008 |
|
|
2007 |
|
|
2007 |
|
|
|
|
|
|
|
(In thousands, except per share data) |
|
|
|
|
|
Interest and dividend income |
|
$ |
26,197 |
|
|
$ |
29,955 |
|
|
$ |
32,416 |
|
|
$ |
30,888 |
|
Interest expense |
|
|
10,670 |
|
|
|
12,676 |
|
|
|
14,618 |
|
|
|
13,379 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income before provision for loan losses |
|
|
15,527 |
|
|
|
17,279 |
|
|
|
17,798 |
|
|
|
17,509 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
14,226 |
|
|
|
4,168 |
|
|
|
486 |
|
|
|
482 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for loan losses |
|
|
1,301 |
|
|
|
13,111 |
|
|
|
17,312 |
|
|
|
17,027 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income |
|
|
821 |
|
|
|
2,156 |
|
|
|
1,004 |
|
|
|
867 |
|
Non-interest expense |
|
|
9,282 |
|
|
|
11,110 |
|
|
|
9,623 |
|
|
|
9,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income before income tax provision |
|
|
(7,160 |
) |
|
|
4,157 |
|
|
|
8,693 |
|
|
|
8,436 |
|
Income tax (benefit) provision |
|
|
(2,524 |
) |
|
|
1,465 |
|
|
|
3,050 |
|
|
|
2,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(4,636 |
) |
|
$ |
2,692 |
|
|
$ |
5,643 |
|
|
$ |
5,449 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic (loss) earnings per share |
|
$ |
(0.46 |
) |
|
$ |
0.27 |
|
|
$ |
0.54 |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (loss) earnings per share |
|
$ |
(0.46 |
) |
|
$ |
0.26 |
|
|
$ |
0.54 |
|
|
$ |
0.52 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Note 16. Sale of Property
On February 13, 2008, the Company completed the sale of its Warm Springs branch. Previously, the Company consolidated the branchs activity with the Stephanie branch. The consolidation of the two branches and subsequent sale of
the Warms Springs branch was implemented due to the close proximity of the two branches. The
Stephanie branch was acquired in October 2006 through our acquisition of Valley Bancorp.
Gross proceeds from the sale were approximately $2.7 million (approximately $2.6 million after
selling costs) and the related gain of approximately $1.2 million was recorded in non-interest
income.
Note 17. Fair Value Accounting
As discussed in Note 4, on January 1, 2008 the Company adopted SFAS No. 157, Fair Value
Measurements, and SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-Including an Amendment of FASB Statement No. 115. The adoption of SFAS No. 157 and
159 had no affect on the Companys December 31, 2007 and June 30, 2008 Consolidated Balance Sheets
or the Consolidated Statement of Operations and Comprehensive Income (Loss) for the three months
and six months ended June 30, 2008.
SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands
disclosures about fair value. SFAS No. 159 permits an entity to choose to measure many financial
instruments and certain other items at fair value and contains financial statement presentation and
disclosure requirements for assets and liabilities for which the fair value option under this
pronouncement is elected. Upon adoption of SFAS No. 159, none of the Companys assets or
liabilities were valued using the fair value option allowed under this pronouncement.
SFAS No. 157 also establishes a hierarchy for determining fair value measurement. The
hierarchy includes three levels and is based upon the valuation techniques used to measure assets
and liabilities. The three levels are as follow:
|
|
|
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets; |
14
|
|
|
Level 2 Inputs to the valuation methodology include quoted prices for similar assets
and liabilities in active markets, and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the
financial instrument; and |
|
|
|
|
Level 3 Inputs to the valuation methodology are unobservable and significant to the
fair value measurement. |
The following is a description of the valuation methodologies used for instruments measured at
fair value, as well as the general classification of such instruments pursuant to valuation
methodology.
Securities available-for-sale, at fair value Where quoted prices are available in an active
market, securities are classified within level 1 of the hierarchy. Level 1 includes securities
that have quoted prices in an active market for identical assets. If quoted market prices are
not available, then fair values are estimated using pricing models, quoted prices of
securities with similar characteristics or discounted cash flows. The Company has categorized
its securities as level 2.
Impaired loans SFAS No. 157 applies to loans measured for impairment using the practical
expedients permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan,
including impaired loans measured at an observable market price (if available) or at the fair
value of the loans collateral (if collateral dependent). Fair value of the loans collateral
is determined by appraisals or independent valuation which is then adjusted for the cost
related to liquidation of the collateral. The Company has categorized its impaired loans as
level 2.
Interest rate swaps The Company determines the fair value of its interest rate swaps based
on termination estimates provided by the counter party to the swaps. These values are then
validated by management using internal valuation models based on market information. The
Company has categorized its interest rate swaps as level 2.
The following table represents the assets and liabilities measured at fair value on recurring
basis by the Company.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using: |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Unobservable |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Inputs |
|
Description |
|
June 30, 2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
(In thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available
for sale, at fair
value |
|
$ |
61,161 |
|
|
$ |
|
|
|
$ |
61,161 |
|
|
$ |
|
|
Interest rate swaps (1) |
|
|
15 |
|
|
|
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
61,176 |
|
|
$ |
|
|
|
$ |
61,176 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate swaps (2) |
|
$ |
395 |
|
|
$ |
|
|
|
$ |
395 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
395 |
|
|
$ |
|
|
|
$ |
395 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Included in other assets |
|
(2) |
|
Included in accrued interest payable and other liabilities |
For the three months and six months ended June 30, 2008, the decrease in fair value of
securities available-for-sale was $1.3 million and $252,000, respectively, which is included in
other comprehensive income (loss) (net of taxes). The change in fair value of interest rate swaps
resulting in a gain of $814,000 and a loss of $15,000 for the three and six months ended June 30,
2008, respectively, is included in non-interest expense. Methods of measuring fair values at June
30, 2008 for securities available-for-sale and interest rate swaps are consistent with those used
in prior reporting periods.
Certain assets are measured at fair value on a nonrecurring basis (e.g., the instruments are
not measured at fair value on an ongoing basis but are subject to fair value adjustments when there
is evidence of impairment). The following table represents the assets measured at fair value on a
nonrecurring basis by the Company.
15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements at Reporting Date Using: |
|
|
|
|
|
|
|
Quoted Prices in |
|
|
|
|
|
|
Significant |
|
|
|
|
|
|
|
Active Markets for |
|
|
Significant Other |
|
|
Unobservable |
|
|
|
|
|
|
|
Identical Assets |
|
|
Observable Inputs |
|
|
Inputs |
|
Description |
|
June 30, 2008 |
|
|
(Level 1) |
|
|
(Level 2) |
|
|
(Level 3) |
|
|
|
|
|
|
|
(In thousands) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans with specific valuation allowance under SFAS No. 114 |
|
$ |
27,332 |
|
|
$ |
|
|
|
$ |
27,332 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30, 2008, impaired loans in the amount of $38,346 (all collateral dependent) were
written down to fair value of the underlying collateral, less cost to sell, through establishing a
specific allowance for loan losses of $11.0 million. Methods of measuring fair values at June 30,
2008 for impaired loans are consistent with those used in prior reporting periods.
Note 18. Goodwill
Goodwill represents the excess of the consideration over the fair value of the net assets
acquired through the 2005 and 2006 acquisitions of Bank of Commerce, Community Bank of Arizona and
Valley Bancorp. Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not
amortized but rather tested for impairment, at least annually. The Companys annual testing of
impairment was last conducted as of October 1, 2007 for each of its reporting units (i.e.,
segments). No impairment of goodwill was identified at that time. In accordance with SFAS No.
142, goodwill of a reporting unit shall be tested for impairment between annual tests if an event
or circumstance occurs that would more likely than not reduce the fair value of a reporting unit
below its carrying value. As of June 30, 2008, management does not believe any events have
occurred that require a current test for impairment. However, management will continue to monitor
events and circumstances and if deemed necessary perform tests for impairments prior to the annual
testing which might result in a reduction of the carrying value of the goodwill and an impairment
loss. Because goodwill is not included in the calculation of risk-based capital, the Companys
regulatory risk-based capital would not be impacted by this potential expense.
Note 19. Subsequent Event
On July 21, 2008, the Company completed the sale of its Jones property (an administrative
facility acquired as part of the Valley Bancorp acquisition). Gross proceeds from the sale were
$2.6 million (approximately $2.5 million after selling costs) resulting in a gain of approximately
$37,000.
Concurrent with the closing, the Company executed a leaseback agreement for the property. The
term of the lease is for five years, to commence on completion of the sale, and includes two five
year renewal options. The initial first year rent is approximately $210,000 and increases 3%
annually. The lease also includes an early termination clause that states the Company has the
absolute right to early termination of the lease following the thirty-sixth month of the lease
term. If early termination is elected, written notice must be provided to the landlord as
specified in the lease agreement and the Company will also be subject to an early termination
penalty.
In accordance with SFAS No. 28, Accounting for Sales with Leasebacks, an amendment of SFAS No.
13, the gain will be deferred and amortized over the initial term of the lease.
16
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
When used in this document, the words or phrases such as will likely result in, management
expects that, will continue, is anticipated, estimate, projected, or similar expressions
are intended to identify forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 (PSLRA). Such forward looking statements involve known and unknown
risks, uncertainties and other factors that may cause our actual results, performance or
achievements to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Specific factors include, but are not
limited to the recent fluctuations in the U.S. capital and credit markets, loan production, balance
sheet management, the economic condition of the markets in Las Vegas, Nevada, or Phoenix, Arizona
and their deteriorating real estate sectors, net interest margin, loan quality, the ability to
control costs and expenses, interest rate changes and financial policies of the United States
government, our ability to manage systemic risks and control operating risks, and general economic
conditions. Additional information on these and other factors that could affect financial results
are included in Item 1A. Risk Factors of our Annual Report on Form 10K for the year ended
December 31, 2007, and our other Securities and Exchange Commission filings. Readers should not
place undue reliance on forward-looking statements, which reflect managements view only as of the
date hereof. Community Bancorp undertakes no obligation to publicly revise these forward-looking
statements to reflect subsequent events or circumstances. This statement is included for the
express purpose of protecting Community Bancorp under the PSLRAs safe harbor provisions. When
relying on forward-looking statements to make decisions with respect to our Company, investors and
others are cautioned to consider these and other risks and uncertainties.
EXECUTIVE OVERVIEW
Community Bancorp is a bank holding company headquartered in Las Vegas, Nevada, with four
wholly-owned subsidiaries: 1) Community Bank of Nevada, 2) Community Bank of Arizona, 3) Community
Bancorp (NV) Statutory Trust II and 4) Community Bancorp (NV) Statutory Trust III. Community
Bancorp exists primarily for the purpose of holding the stock of its wholly-owned subsidiaries and
facilitating their activities. In accordance with FIN 46 (revised December 2004), the statutory
trusts are not reported on a consolidated basis. Community Bancorp and its consolidated
subsidiaries are collectively referred to herein as the Company. Community Bank of Nevada and
Community Bank of Arizona are collectively referred to herein as the Banks.
During the three and six months ended June 30, 2008 the Companys earnings were challenged by
difficult economic conditions in its primary markets as the deterioration of the real estate market
during the second half of 2007 continued into the first half of 2008. The deterioration in the
real estate market is due to a variety of factors, the most significant of which has been the
fallout from the defaults associated with the residential sub-prime market and Alt-A loans. While
the Company does not engage in residential sub-prime lending or Alt-A loans, its markets have been
affected by these factors.
This sustained economic downturn had the following effect on the Companys results of
operations and financial condition:
Results of operations
|
|
|
The provision for loan losses was $14.2 million for the second quarter of 2008,
compared to a provision for loan losses of $4.2 million for the first quarter of 2008 and
$486,000 for the quarter ended June 30, 2007. |
|
|
|
|
The provision for loan losses for the first half of 2008 increased to $18.4 million,
compared to a provision for loan losses of $968,000 for the first half of 2007. |
|
|
|
|
Due to an increase in non-performing loans for the three and six months ended June 30,
2008, interest and dividend income was adversely affected. |
|
|
|
|
Due primarily to the increased provision for loan losses and the adverse effect of the
increase in non-performing loans on interest and dividend income, the Company recognized
a loss for the second quarter of 2008 of $4.6 million, or $(0.46) per diluted share,
compared to net income of $2.7 million for the first quarter of 2008, or $0.26 per
diluted share, and $5.6 million, or $0.54 per diluted share, for the second quarter of
2007. |
17
For the first half of 2008 the Company recognized a net loss of $1.9 million, or $(0.19)
per diluted share, compared to net income of $11.1 million, or $1.06 per diluted share in
the first half of 2007.
Financial condition
|
|
|
The allowance for loan losses increased to $28.1 million, or 1.86% of total gross
loans, at June 30, 2008, compared to $17.1 million, or 1.20% of total gross loans, at
December 31, 2007. |
|
|
|
|
Non-performing loans totaled $69.3 million, or 4.6% of total gross loans, at June 30,
2008, compared to $12.1 million, or 0.85% of total gross loans, at December 31, 2007.
One loan in the amount of $26.2 million represented 1.7% of total gross loans and 37.9%
of non-performing loans. While this loan was not 90 days past due at June 30, 2008,
management classified this loan as non-accrual at June 30, 2008. By classifying this one
loan to non-accrual status, interest income was adversely affected by approximately
$884,000. |
|
|
|
|
OREO was $11.0 million at June 30, 2008, and the Company had no OREO at December 31,
2007. One property in the amount of $2.4 million was sold on July 22, 2008 and for three
properties, totaling $7.2 million, the Company has accepted purchase offers (two of which
are in escrow) with anticipated closings in the third quarter of 2008 |
|
|
|
|
Impaired loans, which include all non-performing loans, increased to $103.1 million at
June 30, 2008, compared to $29.8 million at December 31, 2007. |
|
|
|
|
The Companys capital ratios continue to be above the well-capitalized guidelines
established by bank regulatory agencies. |
18
SUMMARY CONSOLIDATED FINANCIAL DATA AND OTHER DATA
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2nd |
|
2nd |
|
|
|
|
|
1st |
|
1st |
|
|
|
|
Quarter |
|
Quarter |
|
Percentage |
|
Half |
|
Half |
|
Percentage |
|
|
2008 |
|
2007 |
|
Change |
|
2008 |
|
2007 |
|
Change |
|
|
(In thousands, except share and percentage data) |
|
(In thousands, except share and percentage data) |
SHARE DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share basic |
|
$ |
(0.46 |
) |
|
$ |
0.54 |
|
|
|
-185.2 |
% |
|
$ |
(0.19 |
) |
|
$ |
1.06 |
|
|
|
-117.9 |
% |
Earnings (loss) per share diluted |
|
$ |
(0.46 |
) |
|
$ |
0.54 |
|
|
|
-185.2 |
% |
|
$ |
(0.19 |
) |
|
$ |
1.06 |
|
|
|
-117.9 |
% |
Book value per share |
|
|
22.80 |
|
|
$ |
22.10 |
|
|
|
3.2 |
% |
|
|
22.80 |
|
|
$ |
22.10 |
|
|
|
3.2 |
% |
Shares outstanding at period end |
|
|
10,253,995 |
|
|
|
10,419,924 |
|
|
|
-1.6 |
% |
|
|
10,253,995 |
|
|
|
10,419,924 |
|
|
|
-1.6 |
% |
Weighted average shares outstanding basic |
|
|
10,108,817 |
|
|
|
10,419,924 |
|
|
|
-3.0 |
% |
|
|
10,108,817 |
|
|
|
10,417,919 |
|
|
|
-3.0 |
% |
Weighted average shares outstanding diluted (5) |
|
|
10,108,817 |
|
|
|
10,488,289 |
|
|
|
-3.6 |
% |
|
|
10,108,817 |
|
|
|
10,490,016 |
|
|
|
-3.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED OTHER BALANCE SHEET DATA |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average assets |
|
$ |
1,749,694 |
|
|
$ |
1,639,474 |
|
|
|
6.7 |
% |
|
$ |
1,726,246 |
|
|
$ |
1,621,763 |
|
|
|
6.4 |
% |
Average earning assets |
|
$ |
1,576,857 |
|
|
$ |
1,457,476 |
|
|
|
8.2 |
% |
|
$ |
1,554,694 |
|
|
$ |
1,439,371 |
|
|
|
8.0 |
% |
Average stockholders equity |
|
$ |
239,894 |
|
|
$ |
228,470 |
|
|
|
5.0 |
% |
|
$ |
239,292 |
|
|
$ |
225,698 |
|
|
|
6.0 |
% |
Gross loans |
|
$ |
1,505,876 |
|
|
$ |
1,366,362 |
|
|
|
10.2 |
% |
|
$ |
1,505,876 |
|
|
$ |
1,366,362 |
|
|
|
10.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SELECTED FINANCIAL RATIOS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on average assets |
|
|
(1.07 |
)% |
|
|
1.38 |
% |
|
|
-177.2 |
% |
|
|
(0.23 |
)% |
|
|
1.38 |
% |
|
|
-116.4 |
% |
Return on average stockholders equity |
|
|
(7.77 |
)% |
|
|
9.91 |
% |
|
|
-178.4 |
% |
|
|
(1.63 |
)% |
|
|
9.91 |
% |
|
|
-116.5 |
% |
Net interest margin (1) |
|
|
3.99 |
% |
|
|
4.93 |
% |
|
|
-19.1 |
% |
|
|
4.27 |
% |
|
|
4.98 |
% |
|
|
-14.2 |
% |
Efficiency ratio (2) |
|
|
56.78 |
% |
|
|
51.18 |
% |
|
|
10.9 |
% |
|
|
56.99 |
% |
|
|
51.32 |
% |
|
|
11.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average stockholders equity to average assets |
|
|
13.71 |
% |
|
|
13.94 |
% |
|
|
-1.6 |
% |
|
|
13.86 |
% |
|
|
13.92 |
% |
|
|
-0.4 |
% |
Tier 1 leverage capital ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.27 |
% |
|
|
12.22 |
% |
|
|
-7.8 |
% |
Community Bank of Nevada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11.17 |
% |
|
|
11.55 |
% |
|
|
-3.3 |
% |
Community Bank of Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21.14 |
% |
|
|
30.82 |
% |
|
|
-31.3 |
% |
Tier 1 risk-based capital ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.98 |
% |
|
|
12.07 |
% |
|
|
-9.0 |
% |
Community Bank of Nevada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.97 |
% |
|
|
11.32 |
% |
|
|
-3.1 |
% |
Community Bank of Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18.37 |
% |
|
|
35.51 |
% |
|
|
-48.3 |
% |
Total risk-based capital ratio |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.24 |
% |
|
|
13.63 |
% |
|
|
-10.2 |
% |
Community Bank of Nevada |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12.23 |
% |
|
|
12.36 |
% |
|
|
-1.1 |
% |
Community Bank of Arizona |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19.63 |
% |
|
|
36.76 |
% |
|
|
-46.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality Ratios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans (3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
69,282 |
|
|
$ |
1,311 |
|
|
|
5184.7 |
% |
Non-performing assets (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
80,315 |
|
|
$ |
1,311 |
|
|
|
6026.2 |
% |
Non-performing loans to total gross loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.60 |
% |
|
|
0.10 |
% |
|
|
4500.8 |
% |
Non-performing assets to total assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.60 |
% |
|
|
0.08 |
% |
|
|
5643.9 |
% |
Past due loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 - 59 days |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
28,546 |
|
|
$ |
1,090 |
|
|
|
2517.3 |
% |
60 - 89 days |
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
13,780 |
|
|
$ |
906 |
|
|
|
1420.0 |
% |
Allowance for loan losses to total gross loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.86 |
% |
|
|
1.17 |
% |
|
|
59.2 |
% |
Allowance for loan losses to non-performing assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35 |
% |
|
|
1,219 |
% |
|
|
-97.1 |
% |
Allowance for loan losses to non-performing loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40 |
% |
|
|
1,219 |
% |
|
|
-96.7 |
% |
Net charge-offs (recoveries) to average loans (6) |
|
|
1.62 |
% |
|
|
0.04 |
% |
|
|
39.5 |
% |
|
|
1.02 |
% |
|
|
(0.01 |
)% |
|
|
103.0 |
% |
|
|
|
(1) |
|
Net interest margin represents net interest income on a tax equivalent basis as a percentage of
average interest-earning assets. |
|
(2) |
|
Efficiency ratio represents non-interest expenses, excluding provision for loan losses, as a
percentage of the aggregate of net interest income and non-interest income. |
|
(3) |
|
Non-performing loans are defined as loans that are past due 90 days or more plus loans placed
in non-accrual status. |
|
(4) |
|
Non-performing assets are defined as assets that are past due 90 days or more plus assets
placed in non-accrual status plus other real estate owned. |
|
(5) |
|
Weighted average shares outstanding-diluted were equal to weighted average shares-basic for the
second quarter and first half of 2008, as any common stock equivalents would have been
anti-dilutive. |
|
(6) |
|
Annualized. |
19
CRITICAL ACCOUNTING POLICIES
The Companys accounting policies are integral to understanding the financial results
reported. The most complex accounting policies require managements judgment to ascertain the
valuation of assets, liabilities, commitments and contingencies. The Company has established
policies and procedures that are intended to ensure that the valuation methods
are well-controlled and applied consistently from period to period. In addition, the policies
and procedures are intended to ensure that the process for changing methodologies occurs in an
appropriate manner. The following is a brief description of our current accounting policies
involving significant management valuation judgments.
Allowance for loan losses. The allowance for loan losses represents the Companys best
estimate of the probable losses inherent in the existing loan portfolio. The allowance for loan
losses is increased by the provision for loan losses charged to expense and reduced when loans
charged-off exceed loan recoveries. The allowance for loan losses is evaluated at least quarterly.
The quarterly evaluation includes managements assessment of various factors affecting the
collectibility of loans, including current economic conditions, past credit experience, delinquency
status, the value of the underlying collateral, if any, and a continuing review of the portfolio of
loans. In addition to assessing these various factors, management considers a number of
quantitative and qualitative factors, including levels and trends of past due and non-accrual
loans, asset classifications, loan grades, changes in the volume of loans, collateral value,
historical loss experiences, peer group loss experiences, size and complexity of individual credits
and economic conditions. The provision for loan losses contains a general and specific component.
The general component is based on a portfolio segmentation based on risk grading, with a further
evaluation of the various quantitative and qualitative factors noted above. The specific component
is for impaired loans, where the expected or anticipated loss is measurable (e.g., impairment).
Available-for-sale securities. Statement of Financial Accounting Standards (SFAS) No. 115,
Accounting for Certain Investments in Debt and Equity Securities, requires that available-for-sale
securities be carried at fair value. The Company believes this to be a critical accounting
estimate in that the fair value of a security is based on quoted market prices or, if quoted
market prices are not available, fair values are extrapolated from the quoted prices of similar
instruments. See SFAS No. 157, Fair Value Measurements below.
Goodwill and other intangibles. Net assets of entities acquired in purchase transactions are
recorded at fair value at the date of acquisition. Identified intangibles are amortized on a
straight-line basis over the period benefited. Goodwill is not amortized, although it is reviewed
for impairment on an annual basis or if events or circumstances indicate a potential impairment.
The impairment test is performed in two phases. The first step of the goodwill impairment test
compares the fair value of the reporting unit with its carrying amount, including goodwill. If the
fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is
considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair
value, an additional procedure must be performed. That additional procedure compares the implied
fair value of the reporting units goodwill (as defined in SFAS No. 142, Goodwill and Other
Intangible Assets) with the carrying amount of that goodwill. An impairment loss is recorded to
the extent that the carrying amount of goodwill exceeds its implied fair value.
Other intangible assets subject to amortization are evaluated for impairment in accordance
with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment
loss will be recognized if the carrying amount of the intangible asset is not recoverable and
exceeds fair value. The carrying amount of the intangible is considered not recoverable if it
exceeds the sum of the undiscounted cash flows expected to result from the use of the asset.
Share-based compensation. The Company recognizes share-based compensation expense under the
provisions of the FASB issued Statement No. 123 (revised 2004) (SFAS No. 123R), Share-Based
Payment, and SEC Staff Accounting Bulletin No. 107 (SAB 107), which requires the measurement and
recognition of all share-based compensation under the fair value method. In determining the fair
value of stock options, the Company employs the following assumptions:
|
§ |
|
Expected volatility based on the historical volatility of similar entities stock
price that have been public for a period of time at least equal to the expected life of
the option. |
|
|
§ |
|
Expected term of the option based on the simple average of the vesting term and the
original contract term. |
|
|
§ |
|
Risk-free rate based upon the rate on a zero coupon U.S. Treasury bill, for periods
within the expected term of the option. |
|
|
§ |
|
Dividend yield the Company currently has a no dividend policy and accordingly, no
dividend yield is utilized. |
The fair value of restricted stock grants is based on the closing price of the Companys
common stock on the date of grant.
20
Segment reporting. With the acquisition of Community Bank of Arizona in September 2006, the
Company expanded to the greater Phoenix, Arizona market. During the quarter ended December 31,
2006, certain changes were implemented in the management and reporting of the Companys business
units, resulting in two reportable operating segments: Community Bank of Nevada and Community Bank
of Arizona.
Fair Value Measurements. Effective January 1, 2008 the Company adopted SFAS No. 157, Fair
Value Measurements, and SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities-Including an Amendment of FASB Statement No. 115. SFAS No. 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair value.
SFAS No. 157 also establishes a hierarchy for determining fair value measurement. The
hierarchy includes three levels and is based upon the valuation techniques used to measure assets
and liabilities. The three levels are as follow:
|
|
|
Level 1 Inputs to the valuation methodology are quoted prices (unadjusted) for
identical assets or liabilities in active markets; |
|
|
|
|
Level 2 Inputs to the valuation methodology include quoted prices for similar assets
and liabilities in active markets, and inputs that are observable for the asset or
liability, either directly or indirectly, for substantially the full term of the
financial instrument; and |
|
|
|
|
Level 3 Inputs to the valuation methodology are unobservable and significant to the
fair value measurement. |
RESULTS OF OPERATIONS
As previously noted, the Company recorded a net loss of $4.6 million and $1.9 million for the
second quarter and first half of 2008, respectively, compared to net income of $5.6 million and
$11.1 million, respectively, for the same periods of 2007. The Company earns income from two
primary sources: net interest income, which is the difference between interest income generated
from interest earning assets and interest expense created by interest bearing liabilities; and
non-interest income, of which a majority is fees and charges earned from customer services. Income
from these sources is offset by the provision for loan losses, non-interest expense and income
taxes.
21
Net Interest Income and Net Interest Margin
The following table presents the net interest spread, net interest margin, average balances,
interest income and expense, and average yields and rates by asset and liability components for the
periods indicated.
Distribution, Rate and Yield Analysis of Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Interest |
|
|
Annualized |
|
|
|
|
|
|
Interest |
|
|
Annualized |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balance |
|
|
Expense |
|
|
Rate/Yield (7) |
|
|
Balance |
|
|
Expense |
|
|
Rate/Yield (7) |
|
|
|
(In thousands, except percentage data) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)(2) |
|
$ |
1,493,582 |
|
|
$ |
25,232 |
|
|
|
6.79 |
% |
|
$ |
1,301,307 |
|
|
$ |
30,439 |
|
|
|
9.38 |
% |
Investment securities (3)(4) |
|
|
79,982 |
|
|
|
948 |
|
|
|
5.29 |
% |
|
|
115,495 |
|
|
|
1,448 |
|
|
|
5.42 |
% |
Federal funds sold |
|
|
3,293 |
|
|
|
17 |
|
|
|
2.08 |
% |
|
|
40,674 |
|
|
|
529 |
|
|
|
5.21 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets (3) |
|
|
1,576,857 |
|
|
|
26,197 |
|
|
|
6.71 |
% |
|
|
1,457,476 |
|
|
|
32,416 |
|
|
|
8.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
16,737 |
|
|
|
|
|
|
|
|
|
|
|
23,348 |
|
|
|
|
|
|
|
|
|
Goodwill and intangibles |
|
|
120,632 |
|
|
|
|
|
|
|
|
|
|
|
123,427 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
35,468 |
|
|
|
|
|
|
|
|
|
|
|
35,223 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,749,694 |
|
|
|
|
|
|
|
|
|
|
$ |
1,639,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
$ |
71,046 |
|
|
|
302 |
|
|
|
1.71 |
% |
|
$ |
69,625 |
|
|
|
470 |
|
|
|
2.71 |
% |
Money market |
|
|
666,254 |
|
|
|
3,995 |
|
|
|
2.41 |
% |
|
|
506,738 |
|
|
|
5,878 |
|
|
|
4.65 |
% |
Savings |
|
|
23,198 |
|
|
|
79 |
|
|
|
1.37 |
% |
|
|
41,175 |
|
|
|
279 |
|
|
|
2.72 |
% |
Time |
|
|
396,547 |
|
|
|
4,239 |
|
|
|
4.30 |
% |
|
|
408,380 |
|
|
|
5,299 |
|
|
|
5.20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing deposits |
|
|
1,157,045 |
|
|
|
8,615 |
|
|
|
2.99 |
% |
|
|
1,025,918 |
|
|
|
11,926 |
|
|
|
4.66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
102,910 |
|
|
|
1,021 |
|
|
|
3.99 |
% |
|
|
89,562 |
|
|
|
1,149 |
|
|
|
5.15 |
% |
Junior subordinated debt |
|
|
72,166 |
|
|
|
1,034 |
|
|
|
5.76 |
% |
|
|
87,630 |
|
|
|
1,543 |
|
|
|
7.06 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
1,332,121 |
|
|
|
10,670 |
|
|
|
3.22 |
% |
|
|
1,203,110 |
|
|
|
14,618 |
|
|
|
4.87 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
168,644 |
|
|
|
|
|
|
|
|
|
|
|
195,581 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
9,035 |
|
|
|
|
|
|
|
|
|
|
|
12,313 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,509,800 |
|
|
|
|
|
|
|
|
|
|
|
1,411,004 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
239,894 |
|
|
|
|
|
|
|
|
|
|
|
228,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,749,694 |
|
|
|
|
|
|
|
|
|
|
$ |
1,639,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
15,527 |
|
|
|
|
|
|
|
|
|
|
$ |
17,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread (3)(5) |
|
|
|
|
|
|
|
|
|
|
3.49 |
% |
|
|
|
|
|
|
|
|
|
|
4.08 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (3)(6) |
|
|
|
|
|
|
|
|
|
|
3.99 |
% |
|
|
|
|
|
|
|
|
|
|
4.93 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes average non-accrual loans of $39.7 million and $1.1 million for the three months ended
June 30, 2008 and 2007, respectively. |
|
(2) |
|
Net loan fees of $1.7 million and $2.0 million are included in the yield computations for
the three months ended June 30, 2008 and 2007, respectively. |
|
(3) |
|
Yields on securities, total interest-earning assets, net interest spread and net interest
margin have been adjusted to a tax-equivalent basis. These adjustments amounted to $104,000 and
$110,000 for the three months ended June 30, 2008 and 2007, respectively. |
|
(4) |
|
Includes securities available for sale, securities held to maturity, interest bearing
deposits in other banks and required equity investments. |
|
(5) |
|
Net interest spread represents the average yield earned on interest earning assets less
the average rate paid on interest bearing liabilities. |
|
(6) |
|
Net interest margin is computed by dividing net interest income, on a tax equivalent
basis, by total average earning-assets. |
|
(7) |
|
Yields are computed based on actual number of days during the period. |
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
|
|
|
|
|
Interest |
|
|
Annualized |
|
|
|
|
|
|
Interest |
|
|
Annualized |
|
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
Average |
|
|
Income/ |
|
|
Average |
|
|
|
Balance |
|
|
Expense |
|
|
Rate/Yield (7) |
|
|
Balance |
|
|
Expense |
|
|
Rate/Yield (7) |
|
|
|
(In thousands, except percentage data) |
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)(2) |
|
$ |
1,465,222 |
|
|
$ |
54,058 |
|
|
|
7.42 |
% |
|
$ |
1,282,448 |
|
|
$ |
59,373 |
|
|
|
9.34 |
% |
Investment securities (3)(4) |
|
|
87,152 |
|
|
|
2,067 |
|
|
|
5.26 |
% |
|
|
116,965 |
|
|
|
2,884 |
|
|
|
5.35 |
% |
Federal funds sold |
|
|
2,320 |
|
|
|
27 |
|
|
|
2.34 |
% |
|
|
39,958 |
|
|
|
1,047 |
|
|
|
5.28 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets (3) |
|
|
1,554,694 |
|
|
|
56,152 |
|
|
|
7.29 |
% |
|
|
1,439,371 |
|
|
|
63,304 |
|
|
|
8.90 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from banks |
|
|
16,398 |
|
|
|
|
|
|
|
|
|
|
|
24,144 |
|
|
|
|
|
|
|
|
|
Goodwill and intangibles |
|
|
120,803 |
|
|
|
|
|
|
|
|
|
|
|
123,544 |
|
|
|
|
|
|
|
|
|
Other assets |
|
|
34,351 |
|
|
|
|
|
|
|
|
|
|
|
34,704 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,726,246 |
|
|
|
|
|
|
|
|
|
|
$ |
1,621,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
$ |
73,348 |
|
|
|
713 |
|
|
|
1.95 |
% |
|
$ |
66,247 |
|
|
|
865 |
|
|
|
2.63 |
% |
Money market |
|
|
632,790 |
|
|
|
8,934 |
|
|
|
2.84 |
% |
|
|
490,091 |
|
|
|
11,267 |
|
|
|
4.64 |
% |
Savings |
|
|
24,133 |
|
|
|
178 |
|
|
|
1.48 |
% |
|
|
47,785 |
|
|
|
648 |
|
|
|
2.73 |
% |
Time |
|
|
393,566 |
|
|
|
8,933 |
|
|
|
4.56 |
% |
|
|
407,863 |
|
|
|
9,843 |
|
|
|
4.87 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing deposits |
|
|
1,123,837 |
|
|
|
18,758 |
|
|
|
3.36 |
% |
|
|
1,011,986 |
|
|
|
22,623 |
|
|
|
4.51 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings |
|
|
113,478 |
|
|
|
2,400 |
|
|
|
4.25 |
% |
|
|
90,073 |
|
|
|
2,301 |
|
|
|
5.15 |
% |
Junior subordinated debt |
|
|
72,166 |
|
|
|
2,188 |
|
|
|
6.10 |
% |
|
|
87,630 |
|
|
|
3,073 |
|
|
|
7.07 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
|
1,309,481 |
|
|
|
23,346 |
|
|
|
3.59 |
% |
|
|
1,189,689 |
|
|
|
27,997 |
|
|
|
4.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits |
|
|
168,205 |
|
|
|
|
|
|
|
|
|
|
|
195,086 |
|
|
|
|
|
|
|
|
|
Other liabilities |
|
|
9,268 |
|
|
|
|
|
|
|
|
|
|
|
11,290 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
1,486,954 |
|
|
|
|
|
|
|
|
|
|
|
1,396,065 |
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
239,292 |
|
|
|
|
|
|
|
|
|
|
|
225,698 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
1,726,246 |
|
|
|
|
|
|
|
|
|
|
$ |
1,621,763 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
32,806 |
|
|
|
|
|
|
|
|
|
|
$ |
35,307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread (3)(5) |
|
|
|
|
|
|
|
|
|
|
3.70 |
% |
|
|
|
|
|
|
|
|
|
|
4.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (3)(6) |
|
|
|
|
|
|
|
|
|
|
4.27 |
% |
|
|
|
|
|
|
|
|
|
|
4.98 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Includes average non-accrual loans of $27.4 million and $1.2 million for the six months ended
June 30, 2008 and 2007, respectively. |
|
(2) |
|
Net loan fees of $3.8 million and $3.7 million are included in the yield computations for
the six months ended June 30, 2008 and 2007, respectively. |
|
(3) |
|
Yields on securities, total interest-earning assets, net interest spread and net interest
margin have been adjusted to a tax-equivalent basis. |
|
|
|
These adjustments amounted to $212,000 and $221,000 for the six months ended June 30, 2008 and
2007, respectively. |
|
(4) |
|
Includes securities available for sale, securities held to maturity, interest bearing
deposits in other banks and required equity investments. |
|
(5) |
|
Net interest spread represents the average yield earned on interest earning assets less
the average rate paid on interest bearing liabilities. |
|
(6) |
|
Net interest margin is computed by dividing net interest income, on a tax equivalent
basis, by total average earning-assets. |
|
(7) |
|
Yields are computed based on actual number of days during the period. |
23
The following table sets forth, for the period indicated, the dollar amount of changes in
interest earned for interest earning assets and paid for interest bearing liabilities and the
amount of change attributable to (i) average daily balances (volume) and (ii) interest rates
(rate):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2008 vs. 2007 |
|
|
Six months ended June 30, 2008 vs. 2007 |
|
|
|
increase (decrease) due to change in |
|
|
increase (decrease) due to change in |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
|
Volume |
|
|
Rate |
|
|
Total |
|
|
Volume |
|
|
Rate |
|
|
Total |
|
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans |
|
$ |
4,063 |
|
|
$ |
(9,270 |
) |
|
$ |
(5,207 |
) |
|
$ |
7,753 |
|
|
$ |
(13,068 |
) |
|
$ |
(5,315 |
) |
Investments securities |
|
|
(425 |
) |
|
|
(75 |
) |
|
|
(500 |
) |
|
|
(711 |
) |
|
|
(106 |
) |
|
|
(817 |
) |
Federal funds sold |
|
|
(309 |
) |
|
|
(203 |
) |
|
|
(512 |
) |
|
|
(641 |
) |
|
|
(379 |
) |
|
|
(1,020 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividend income |
|
|
3,329 |
|
|
|
(9,548 |
) |
|
|
(6,219 |
) |
|
|
6,401 |
|
|
|
(13,553 |
) |
|
|
(7,152 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest bearing demand |
|
|
11 |
|
|
|
(179 |
) |
|
|
(168 |
) |
|
|
87 |
|
|
|
(239 |
) |
|
|
(152 |
) |
Money market |
|
|
1,498 |
|
|
|
(3,381 |
) |
|
|
(1,883 |
) |
|
|
2,737 |
|
|
|
(5,070 |
) |
|
|
(2,333 |
) |
Savings |
|
|
(94 |
) |
|
|
(106 |
) |
|
|
(200 |
) |
|
|
(245 |
) |
|
|
(225 |
) |
|
|
(470 |
) |
Time |
|
|
(148 |
) |
|
|
(912 |
) |
|
|
(1,060 |
) |
|
|
(371 |
) |
|
|
(539 |
) |
|
|
(910 |
) |
Borrowings |
|
|
157 |
|
|
|
(285 |
) |
|
|
(128 |
) |
|
|
538 |
|
|
|
(439 |
) |
|
|
99 |
|
Junior subordinated debt |
|
|
(246 |
) |
|
|
(263 |
) |
|
|
(509 |
) |
|
|
(499 |
) |
|
|
(386 |
) |
|
|
(885 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
1,178 |
|
|
|
(5,126 |
) |
|
|
(3,948 |
) |
|
|
2,247 |
|
|
|
(6,898 |
) |
|
|
(4,651 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
$ |
2,151 |
|
|
$ |
(4,422 |
) |
|
$ |
(2,271 |
) |
|
$ |
4,154 |
|
|
$ |
(6,655 |
) |
|
$ |
(2,501 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income is derived from interest and dividends received on interest earning
assets, less interest expense incurred on interest bearing liabilities. The most significant impact
on the Companys net interest income between periods is derived from the interaction of changes in
volumes and rates. The volume of loans, investment securities and other interest earning assets,
compared to the volume of interest bearing deposits and indebtedness, combined with the rate
relationships, produces changes in the net interest income between periods.
For the three months and six months ended June 30, 2008, interest and dividend income was
$26.2 million and $56.2 million, respectively, compared to $32.4 million and $63.3 million,
respectively, for the same periods in 2007. The decrease in interest and dividend income was due
to an increase in non-performing loans and lower yields on indexed loans (approximately 65% of the
Companys loans are indexed to Prime or Libor, although 51% of these loans have interest rate
floors of which approximately 75% are now active). The Companys average prime rate for the three
and six months ended June 30, 2008 decreased 317 and 260 basis points, respectively, to 5.08% and
5.65%, respectively, compared to 8.25% in the same periods in 2007, in response to the 325 basis
point decrease in the interest rate target set by the FOMC from September 2007 through April 2008.
As a result of these factors, the Companys yields on loans for the three and six months ended
June 30, 2008 decreased to 6.79% and 7.42%, respectively, compared to 9.38% and 9.34%,
respectively, in the same periods in 2007.
For the three and six months ended June 30, 2008, interest expense was $10.7 million and $23.3
million, respectively, compared to $14.6 million and $28.0 million, respectively, for the same
periods in 2007. The FOMC action mentioned above affected the cost of interest bearing liabilities.
The target average federal funds rate for the three and six months ended June 30, 2008 was 2.08%
and 2.63%, respectively, down 317 basis points and 262 basis points, respectively, compared to
5.25% for the same periods in 2007. The full impact of these decreases were not reflected in the
cost of interest bearing liabilities as competitive pressures and the level of market rates do not
always allow changes in interest rates paid to match decreases in the federal funds rate exactly.
Unfavorable changes in funding liability mix also slowed the decrease in the average cost of
funding liabilities. This resulted from increased reliance on certificates of deposits and
wholesale sources of funds. As a result of these factors, the Companys cost of interest bearing
liabilities was 3.22% and 3.59% for the three and six months ended June 30, 2008, respectively,
compared to 4.87% and 4.75%, respectively, for the same periods in 2007.
For the three and six months ended June 30, 2008, the Companys net interest margin was 3.99%
and 4.27%, respectively, compared to 4.93% and 4.98%, respectively, in the same periods in 2007.
As more fully discussed above, the decrease in net interest margin reflected the compression of the spread between yields on
interest earning assets and rates paid on interest bearing liabilities.
24
Provision for Loan Losses
The Company has established an allowance for loan losses through charges to earnings that are
reflected in the Consolidated Statements of Income and Comprehensive Income as provision for loan
losses. Specifically, the provision for loan losses represents the amount charged against current
period earnings to achieve an allowance for loan losses that, in managements judgment, is adequate
to address the risks in the Companys loan portfolio. To quantify these risks, the Company
performs a quarterly assessment of the losses inherent in its loan portfolio, as well as a detailed
review of each significant loan with identified weaknesses.
Due to increases in the general allowance for loan losses and the specific allowance for loan
losses on impaired loans, the Companys allowance for loan losses increased to $28.1 million as of
June 30, 2008, compared to $17.1 million at December 31, 2007. As a result of these factors the
Company recorded a provision of $14.2 million and $18.4 million for second quarter and first half
of 2008, respectively, compared to $486,000 and $968,000, respectively, for the same periods in
2007. As of June 30, 2008, the allowance for loan losses was 1.86% of total gross loans, compared
to 1.20% at December 31, 2007.
Non-Interest Income
The following table sets forth the various components of the Companys non-interest income for
the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Increase |
|
|
2008 |
|
|
2007 |
|
|
Increase |
|
|
|
Amount |
|
|
(decrease) |
|
|
Amount |
|
|
(decrease) |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Service charges and other income |
|
$ |
738 |
|
|
$ |
557 |
|
|
$ |
181 |
|
|
$ |
1,401 |
|
|
$ |
1,185 |
|
|
$ |
216 |
|
Income from bank owned life insurance |
|
|
98 |
|
|
|
111 |
|
|
|
(13 |
) |
|
|
198 |
|
|
|
229 |
|
|
|
(31 |
) |
Net swap settlements |
|
|
(85 |
) |
|
|
44 |
|
|
|
(129 |
) |
|
|
(115 |
) |
|
|
92 |
|
|
|
(207 |
) |
Rental income |
|
|
39 |
|
|
|
38 |
|
|
|
1 |
|
|
|
87 |
|
|
|
76 |
|
|
|
11 |
|
Gain on sale of securities |
|
|
31 |
|
|
|
4 |
|
|
|
27 |
|
|
|
196 |
|
|
|
4 |
|
|
|
192 |
|
Gain on sale of property |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,210 |
|
|
|
|
|
|
|
1,210 |
|
Net gain on sales of loans |
|
|
|
|
|
|
250 |
|
|
|
(250 |
) |
|
|
|
|
|
|
285 |
|
|
|
(285 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest income |
|
$ |
821 |
|
|
$ |
1,004 |
|
|
$ |
(183 |
) |
|
$ |
2,977 |
|
|
$ |
1,871 |
|
|
$ |
1,106 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income decreased to $821,000 for the three months ended June 30, 2008, compared
to $1.0 million in the same period in 2007. This decrease was primarily due to a $250,000 gain on
sale of loans in the second quarter of 2007 for which there was no corresponding amount during the
second quarter of 2008 and a decrease of $129,000 in net swap settlements, offset in part by an
increase in service charges and other income of $181,000. Non-interest income for the six months
ended June 30, 2008, increased to $3.0 million, compared to $1.9 million for the same period in
2007. The increase was the result of the sale of the Companys Warm Springs property in February
2008 which resulted in a gain of approximately $1.2 million, an increase in gain on sale of
securities of $192,000, offset by the recognition of a net swap settlement expense of $115,000
(compared to net settlement income of $92,000 during the first half of 2007).
25
Non-Interest Expense
The following table sets forth the components of non-interest expense for the periods
indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
|
|
|
|
|
Six months ended |
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
June 30, |
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
Increase |
|
|
2008 |
|
|
2007 |
|
|
Increase |
|
|
|
Amount |
|
|
(decrease) |
|
|
Amount |
|
|
(decrease) |
|
|
|
(In thousands) |
|
|
(In thousands) |
|
Salaries, wages and employee benefits |
|
$ |
5,230 |
|
|
$ |
5,589 |
|
|
$ |
(359 |
) |
|
$ |
11,095 |
|
|
$ |
11,301 |
|
|
$ |
(206 |
) |
Occupancy, equipment and depreciation |
|
|
1,291 |
|
|
|
1,227 |
|
|
|
64 |
|
|
|
2,573 |
|
|
|
2,423 |
|
|
|
150 |
|
Core deposit intangible amortization |
|
|
335 |
|
|
|
335 |
|
|
|
|
|
|
|
670 |
|
|
|
670 |
|
|
|
|
|
Data processing |
|
|
303 |
|
|
|
268 |
|
|
|
35 |
|
|
|
533 |
|
|
|
583 |
|
|
|
(50 |
) |
Advertising and public relations |
|
|
405 |
|
|
|
464 |
|
|
|
(59 |
) |
|
|
782 |
|
|
|
737 |
|
|
|
45 |
|
Professional fees |
|
|
616 |
|
|
|
428 |
|
|
|
188 |
|
|
|
1,206 |
|
|
|
700 |
|
|
|
506 |
|
Telephone and postage |
|
|
163 |
|
|
|
193 |
|
|
|
(30 |
) |
|
|
326 |
|
|
|
394 |
|
|
|
(68 |
) |
Stationery and supplies |
|
|
207 |
|
|
|
192 |
|
|
|
15 |
|
|
|
402 |
|
|
|
358 |
|
|
|
44 |
|
Directors fees |
|
|
119 |
|
|
|
50 |
|
|
|
69 |
|
|
|
236 |
|
|
|
178 |
|
|
|
58 |
|
Insurance |
|
|
436 |
|
|
|
140 |
|
|
|
296 |
|
|
|
660 |
|
|
|
259 |
|
|
|
401 |
|
Software maintenance |
|
|
173 |
|
|
|
116 |
|
|
|
57 |
|
|
|
319 |
|
|
|
221 |
|
|
|
98 |
|
Loan related |
|
|
123 |
|
|
|
82 |
|
|
|
41 |
|
|
|
223 |
|
|
|
177 |
|
|
|
46 |
|
Foreclosed assets, net |
|
|
154 |
|
|
|
|
|
|
|
154 |
|
|
|
154 |
|
|
|
|
|
|
|
154 |
|
(Gain) loss on interest rate swaps |
|
|
(814 |
) |
|
|
|
|
|
|
(814 |
) |
|
|
15 |
|
|
|
|
|
|
|
15 |
|
Other operating expenses |
|
|
541 |
|
|
|
539 |
|
|
|
2 |
|
|
|
1,198 |
|
|
|
1,080 |
|
|
|
118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
$ |
9,282 |
|
|
$ |
9,623 |
|
|
$ |
(341 |
) |
|
$ |
20,392 |
|
|
$ |
19,081 |
|
|
$ |
1,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the three and six months ended June 30, 2008, non-interest expense was $9.3 million and
$20.4 million, respectively, compared to $9.6 million and $19.1 million for the same periods in
2007.
Salaries, wages and employee benefits decreased to $5.2 million and $11.1 million for the
three and six months ended June 30, 2008, respectively, compared to $5.6 million and $11.3 million
in the same periods in 2007. The decrease in salaries, wages and employee benefits for the three
and six months ended June 30, 2008, as compared to the same periods in 2007, were primarily the
result of decreases in incentives and commission and a reduction in estimated 2008 bonuses, offset
in part by annual salary increases during the first quarter of 2008.
Professional fees were $616,000 and $1.2 million for the three and six months ended June 30,
2008, respectively, compared to $428,000 and $700,000 in the same periods in 2007. The increase in
professional fees for the three and six months ended June 30, 2008, as compared to the same periods
in 2007, was primarily the result of increased fees associated with the Companys quarterly reviews
and/or annual audit and increases in legal and consulting costs associated with Securities and
Exchange Commission reporting as well as an efficiency/compliance study of its Bank Secrecy Act
function. The increased fees associated with the annual audit included expanded procedures due to
the Companys 2006 mergers (i.e., goodwill impairment testing) and expanded procedures due to
credit issues at the national and local level.
Insurance expense was $436,000 and $660,000 for the three and six months ended June 30, 2008,
respectively, compared to $140,000 and $259,000 in the same periods in 2007. The increase for the
three and six months ended June 30, 2008, was primarily related to higher Federal Deposit Insurance
Corporation (FDIC) insurance expense resulting from deposit growth and increases in rates
associated with the Federal Deposit Insurance Reform Act of 2005.
The Company recognized a mark-to-market gain of $814,000 and a loss of $15,000 for the three
and six months ended June 30, 2008, respectively, associated with interest rate swaps entered into
during 2006. Since the Company did not use hedge accounting for these swaps, any fair value
adjustment is included in non-interest expense. For the three and six months ended June 30, 2007
there was no corresponding loss on interest rate swaps.
Other operating expenses were $541,000 and $1.2 million for the three and six months ended
June 30, 2008, respectively, compared to $539,000 and $1.1 million in the same periods in 2007.
While other operating expense were relatively stable the three months ended June 30, 2008, as
compared to the same period in 2007, other operating expenses for
26
the six months ended June 30,
2008, increased $118,000 due primarily to an increase in the Companys allowance for loan losses for
off-balance commitments to extend credit of approximately $112,000 for the first half of 2008.
Income Tax Expense
The Companys income tax (benefit)/expense is the sum of two components, current tax
(benefit)/expense and deferred tax (benefit)/expense. The current tax (benefit)/expense is the
result of applying the current tax rate to the reportable (loss) or income for tax purposes. The
deferred tax (benefit)/expense reflects the (loss)/income on which taxes are (received)/paid versus
financial statement pre-tax (loss)/income, as some items of income and expense are recognized
differently for income tax purposes than for the financial statements.
The Company recognized an income tax benefit of $2.5 million and $1.1 million for the three
and six months ended June 30, 2008, respectively, representing
an effective tax rate of 35.3% for both
periods. For the three and six months ended June 30, 2007 the Company recognized an income tax
expense of $3.1 million and $6.0 million, respectively, representing an effective rate of 35.1% and
35.2%, respectively. The primary reason for the difference from the federal statutory tax rate of
35% are the inclusion of state taxes and reductions related to tax-advantaged investments in
municipal obligations and bank owned life insurance.
Deferred income tax assets or liabilities reflect the estimated future tax effects
attributable to differences as to when certain items of income or expense are reported in the
financial statements versus when they are reported in the tax return. The Company had a deferred
tax asset of $1.7 million and $1.5 million as of June 30, 2008 and December 31, 2007, respectively.
The change in deferred taxes was primarily attributable to the tax effect of the fair market value
change in available-for-sale securities.
FINANCIAL CONDITION
Investment Securities
The following table summarizes the amortized cost, fair value and distribution of the
Companys investment securities as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, |
|
|
As of December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
Amortized |
|
|
Fair |
|
|
Amortized |
|
|
Fair |
|
|
|
Cost |
|
|
Value |
|
|
Cost |
|
|
Value |
|
|
|
|
|
|
|
(In thousands) |
|
|
|
|
|
Available for sale: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government-sponsored agencies |
|
$ |
6,183 |
|
|
$ |
6,281 |
|
|
$ |
26,537 |
|
|
$ |
26,811 |
|
Municipal bonds |
|
|
19,612 |
|
|
|
19,814 |
|
|
|
20,750 |
|
|
|
20,982 |
|
SBA loan pools |
|
|
350 |
|
|
|
348 |
|
|
|
501 |
|
|
|
497 |
|
Mortgage-backed securities |
|
|
35,168 |
|
|
|
34,718 |
|
|
|
40,300 |
|
|
|
39,897 |
|
Mutual funds |
|
|
|
|
|
|
|
|
|
|
30 |
|
|
|
30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total available for sale |
|
$ |
61,313 |
|
|
$ |
61,161 |
|
|
$ |
88,118 |
|
|
$ |
88,217 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to maturity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal bonds |
|
$ |
490 |
|
|
$ |
500 |
|
|
$ |
646 |
|
|
$ |
661 |
|
SBA loan pools |
|
|
145 |
|
|
|
145 |
|
|
|
155 |
|
|
|
156 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity |
|
$ |
635 |
|
|
$ |
645 |
|
|
$ |
801 |
|
|
$ |
817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities |
|
$ |
61,948 |
|
|
$ |
61,806 |
|
|
$ |
88,919 |
|
|
$ |
89,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2008, investment securities totaled $61.8 million, or 3.5% of total assets,
compared to $89.0 million, or 5.3% of total assets, as of December 31, 2007. The decrease in the
investment portfolio was due primarily to normal maturities and calls on securities. The proceeds
from these maturities were used in part to fund the Companys 2008 loan growth.
27
Available-for-sale securities totaled $61.2 million as of June 30, 2008, compared to $88.2
million at December 31, 2007. Available-for-sale securities as a percentage of total assets
decreased to 3.5% as of June 30, 2008, compared to 5.2% at December 31, 2007. Securities held to
maturity decreased to $635,000 at June 30, 2008 from $801,000 at December 31, 2007. For the first
half of 2008, the tax equivalent yield on the average investment portfolio was 5.26%, representing
a decrease of 9 basis points, compared to 5.35% for the same period in 2007.
Loans
The following table sets forth the composition of the Companys loan portfolio as of the dates
indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
Commercial and industrial |
|
$ |
232,579 |
|
|
$ |
210,614 |
|
Real estate: |
|
|
|
|
|
|
|
|
Commercial |
|
|
406,218 |
|
|
|
370,464 |
|
Residential |
|
|
38,853 |
|
|
|
43,212 |
|
Construction and land development |
|
|
823,429 |
|
|
|
789,185 |
|
Consumer and other |
|
|
4,797 |
|
|
|
5,707 |
|
|
|
|
|
|
|
|
Total gross loans |
|
|
1,505,876 |
|
|
|
1,419,182 |
|
|
|
|
|
|
|
|
|
|
Less: |
|
|
|
|
|
|
|
|
Allowance for Losses |
|
|
28,050 |
|
|
|
17,098 |
|
Net unearned loan fees and discounts |
|
|
3,865 |
|
|
|
5,194 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net loans |
|
$ |
1,473,961 |
|
|
$ |
1,396,890 |
|
|
|
|
|
|
|
|
The Companys loan portfolio represents the largest single portion of earning assets. The
quality and diversification of the Companys loans are important considerations when reviewing the
Companys results of operations. The Companys lending activities consist of commercial and
industrial, commercial real estate, residential real estate, construction and land development and
consumer and other. None of these categories of the loan portfolio contain sub-prime mortgages.
As of June 30, 2008 and December 31, 2007, total gross loans represented 86.2% and 83.8%,
respectively of total assets.
28
The following table sets forth the detailed composition of the Companys loan portfolio and
related amounts for impairment and impaired as of June 30, 2008:
DETAIL COMPOSITE OF LOAN PORTFOLIO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired |
|
|
|
|
|
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
Allowance |
|
|
Total |
|
|
Accruing |
|
|
Non Accrual |
|
|
|
(In thousands) |
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Construction & Land |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family Residential |
|
$ |
196,244 |
|
|
$ |
4,375 |
|
|
$ |
30,824 |
|
|
$ |
8,689 |
|
|
$ |
22,135 |
|
Condominiums |
|
|
18,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Single Family |
|
|
214,564 |
|
|
|
4,375 |
|
|
|
30,824 |
|
|
|
8,689 |
|
|
|
22,135 |
|
Multifamily |
|
|
45,954 |
|
|
|
2,400 |
|
|
|
14,823 |
|
|
|
14,823 |
|
|
|
|
|
Retail |
|
|
334,100 |
|
|
|
83 |
|
|
|
32,168 |
|
|
|
|
|
|
|
32,168 |
|
Industrial |
|
|
98,336 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
89,963 |
|
|
|
|
|
|
|
8,552 |
|
|
|
6,302 |
|
|
|
2,250 |
|
Other |
|
|
40,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Construction & Land |
|
|
823,429 |
|
|
|
6,858 |
|
|
|
86,367 |
|
|
|
29,814 |
|
|
|
56,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Owner occupied |
|
|
117,775 |
|
|
|
|
|
|
|
2,746 |
|
|
|
|
|
|
|
2,746 |
|
Non owner occupied |
|
|
43,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Office |
|
|
161,066 |
|
|
|
|
|
|
|
2,746 |
|
|
|
|
|
|
|
2,746 |
|
Retail |
|
|
124,665 |
|
|
|
710 |
|
|
|
2,492 |
|
|
|
1,282 |
|
|
|
1,210 |
|
Industrial |
|
|
63,778 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
56,709 |
|
|
|
100 |
|
|
|
203 |
|
|
|
|
|
|
|
203 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Commercial |
|
|
406,218 |
|
|
|
810 |
|
|
|
5,441 |
|
|
|
1,282 |
|
|
|
4,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
38,853 |
|
|
|
642 |
|
|
|
920 |
|
|
|
517 |
|
|
|
403 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Real Estate |
|
|
1,268,500 |
|
|
|
8,310 |
|
|
|
92,728 |
|
|
|
31,613 |
|
|
|
61,115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial & Industrial |
|
|
232,579 |
|
|
|
2,704 |
|
|
|
10,343 |
|
|
|
2,190 |
|
|
|
8,153 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer |
|
|
4,797 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Gross Loans |
|
|
1,505,876 |
|
|
$ |
11,014 |
|
|
$ |
103,075 |
|
|
$ |
33,803 |
|
|
$ |
69,272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses |
|
|
28,050 |
|
|
|
|
|
|
$ |
11,014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Fees, Net |
|
|
3,865 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loans |
|
$ |
1,473,961 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
DETAIL COMPOSITE OF CONSTRUCTION & LAND LOAN PORTFOLIO
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Impaired |
|
|
|
|
|
|
|
Specific |
|
|
|
|
|
|
|
|
|
|
|
|
Balance |
|
|
Allowance |
|
|
Total |
|
|
Accruing |
|
|
Non Accrual |
|
|
|
(In thousands) |
|
Construction & Land |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family Residential |
|
$ |
25,420 |
|
|
$ |
443 |
|
|
$ |
6,424 |
|
|
$ |
|
|
|
$ |
6,424 |
|
Condominiums |
|
|
18,320 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Single Family |
|
|
43,740 |
|
|
|
443 |
|
|
|
6,424 |
|
|
|
|
|
|
|
6,424 |
|
Multifamily |
|
|
7,413 |
|
|
|
2,400 |
|
|
|
7,413 |
|
|
|
7,413 |
|
|
|
|
|
Retail |
|
|
139,366 |
|
|
|
|
|
|
|
1,362 |
|
|
|
|
|
|
|
1,362 |
|
Industrial |
|
|
33,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
47,453 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
10,978 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Construction |
|
|
282,054 |
|
|
|
2,843 |
|
|
|
15,199 |
|
|
|
7,413 |
|
|
|
7,786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition & Development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family Residential |
|
|
75,300 |
|
|
|
2,704 |
|
|
|
17,807 |
|
|
|
8,609 |
|
|
|
9,198 |
|
Condominiums |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Single Family |
|
|
75,300 |
|
|
|
2,704 |
|
|
|
17,807 |
|
|
|
8,609 |
|
|
|
9,198 |
|
Multifamily |
|
|
17,535 |
|
|
|
|
|
|
|
7,410 |
|
|
|
7,410 |
|
|
|
|
|
Retail |
|
|
131,811 |
|
|
|
83 |
|
|
|
30,806 |
|
|
|
|
|
|
|
30,806 |
|
Industrial |
|
|
17,464 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
24,060 |
|
|
|
|
|
|
|
6,302 |
|
|
|
6,302 |
|
|
|
|
|
Other |
|
|
6,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Acquisition & Development |
|
|
272,638 |
|
|
|
2,787 |
|
|
|
62,325 |
|
|
|
22,321 |
|
|
|
40,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Developed Land |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family Residential |
|
|
31,816 |
|
|
|
1,228 |
|
|
|
4,964 |
|
|
|
80 |
|
|
|
4,884 |
|
Condominiums |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Single Family |
|
|
31,816 |
|
|
|
1,228 |
|
|
|
4,964 |
|
|
|
80 |
|
|
|
4,884 |
|
Multifamily |
|
|
21,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail |
|
|
39,346 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial |
|
|
2,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
145 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
18,566 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Developed Land |
|
|
113,312 |
|
|
|
1,228 |
|
|
|
4,964 |
|
|
|
80 |
|
|
|
4,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Raw Land |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single Family Residential |
|
|
63,708 |
|
|
|
|
|
|
|
1,629 |
|
|
|
|
|
|
|
1,629 |
|
Condominiums |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Single Family |
|
|
63,708 |
|
|
|
|
|
|
|
1,629 |
|
|
|
|
|
|
|
1,629 |
|
Multifamily |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retail |
|
|
23,577 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial |
|
|
45,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Office |
|
|
18,305 |
|
|
|
|
|
|
|
2,250 |
|
|
|
|
|
|
|
2,250 |
|
Other |
|
|
4,500 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Raw Land |
|
|
155,425 |
|
|
|
|
|
|
|
3,879 |
|
|
|
|
|
|
|
3,879 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Construction & Land |
|
$ |
823,429 |
|
|
$ |
6,858 |
|
|
$ |
86,367 |
|
|
$ |
29,814 |
|
|
$ |
56,553 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30
Non-performing Assets
Non-performing assets include non-accrual loans, loans past due 90 days or more still accruing
interest and OREO. The following table sets forth information regarding non-performing assets as
of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
|
2007 |
|
|
|
(In thousands) |
|
Non-accrual loans, not restructured |
|
$ |
69,272 |
|
|
$ |
12,076 |
|
|
$ |
1,311 |
|
Accruing loans past due 90 days or more |
|
|
10 |
|
|
|
20 |
|
|
|
|
|
Restructured loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing loans
(NPLs) |
|
|
69,282 |
|
|
|
12,096 |
|
|
|
1,311 |
|
OREO |
|
|
11,033 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets
(NPAs) |
|
$ |
80,315 |
|
|
$ |
12,096 |
|
|
$ |
1,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected ratios |
|
|
|
|
|
|
|
|
|
|
|
|
NPLs to total gross loans |
|
|
4.60 |
% |
|
|
0.85 |
% |
|
|
0.10 |
% |
NPAs to total gross loans
and OREO |
|
|
5.29 |
% |
|
|
0.85 |
% |
|
|
0.10 |
% |
NPAs to total assets |
|
|
4.60 |
% |
|
|
0.71 |
% |
|
|
0.08 |
% |
The composite of non-accrual loans as of June 30, 2008 and December 31, 2007 was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008 |
|
|
December 31, 2007 |
|
|
|
Non-Accrual |
|
|
|
|
|
|
Percent of |
|
|
Non-Accrual |
|
|
|
|
|
|
Percent of |
|
|
|
Balance |
|
|
% |
|
|
Total Loans |
|
|
Balance |
|
|
% |
|
|
Total Loans |
|
|
|
(In thousands, except percentage data) |
|
Commercial and industrial |
|
$ |
8,153 |
|
|
|
11.8 |
% |
|
|
0.54 |
% |
|
$ |
2,042 |
|
|
|
16.9 |
% |
|
|
0.15 |
% |
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
4,159 |
|
|
|
6.0 |
% |
|
|
0.27 |
% |
|
|
4,291 |
|
|
|
35.5 |
% |
|
|
0.30 |
% |
Residential |
|
|
403 |
|
|
|
0.6 |
% |
|
|
0.03 |
% |
|
|
|
|
|
|
0.0 |
% |
|
|
0.00 |
% |
Construction and land development |
|
|
56,553 |
|
|
|
81.6 |
% |
|
|
3.76 |
% |
|
|
5,738 |
|
|
|
47.6 |
% |
|
|
0.40 |
% |
Consumer and Other |
|
|
4 |
|
|
|
0.0 |
% |
|
|
0.00 |
% |
|
|
5 |
|
|
|
0.0 |
% |
|
|
0.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
$ |
69,272 |
|
|
|
100.0 |
% |
|
|
4.60 |
% |
|
$ |
12,076 |
|
|
|
100.0 |
% |
|
|
0.85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans and OREO totaled $69.3 million and $11.0 million, respectively, at June
30, 2008, resulting in $80.3 million in non-performing assets. Non-performing loans at December
31, 2007 amounted to $12.1 million and the Company had no OREO. This increase in non-performing
loans was due primarily to the sustained economic downturn in the Companys primary markets and the
detrimental affect these economic challenges have had on certain borrowers and the underlying value
of collateral that secure these loans
At
June 30, 2008, one construction and land development loan in the amount of $26.2 million represented 1.7% of total gross
loans and 37.9% of non-performing loans. Management believes this loan has sufficient collateral to
cover the outstanding principal balance as the loan balance represents approximately 55% of the
current appraised value of the collateral. The balance of non-performing loans individually ranged
in amount from $4,000 to $4.6 million.
The Companys OREO as of June 30, 2008, consists of seven properties totaling $11.0 million,
compared to two properties totaling $2.8 million at March 31, 2008 and no OREO at December 31,
2007. During the quarter ended June 30, 2008, the Company charged-off $1.4 million to the
allowance for loan losses to record OREO at its estimated fair value
less cost to sell. Of the
$1.4 million in loan balances charged-off during the second quarter of 2008, the Company had
previously established a specific allowance on these loans of $1.3 million. The Company also
recognized a $525,000 write down of one OREO property during the second quarter of 2008 to adjust
the carrying value of the property to its estimated fair value less
31
cost to sell based on
acceptance of a purchase offer. One property in the amount of $2.4 million was sold on July 22,
2008 and for three properties, totaling $7.2 million, the Company has accepted purchase offers (two
of which are in escrow) with anticipated closings in the third quarter of 2008.
Impaired Loans
Impaired loans are loans for which it is probable that the Company will not be able to collect
all amounts due according to the original contractual terms of the loan agreement. The category of
impaired loans includes all non-accrual loans, regardless of size, as well as other loans that
management has reviewed and believes it is probable that the Company will not be able to collect
all amounts due according to the contractual terms of the loan agreement.
The following table sets forth information regarding impaired loans as of the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
|
(In thousands) |
|
Impaired loans with a valuation allowance |
|
$ |
38,346 |
|
|
$ |
3,097 |
|
Impaired loans without a valuation allowance |
|
|
64,729 |
|
|
|
26,702 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total impaired loans |
|
$ |
103,075 |
|
|
$ |
29,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average balance of impaired loans (1) |
|
$ |
75,408 |
|
|
$ |
15,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Related valuation allowance |
|
$ |
11,014 |
|
|
$ |
1,283 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income recognized on impaired loans (1) |
|
$ |
2,769 |
|
|
$ |
1,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income recognized on a cash basis on
impaired loans (1) |
|
$ |
1,047 |
|
|
$ |
948 |
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
For the six months ended June 30, 2008 and twelve months ended December 31, 2007. |
Impaired loans totaled $103.1 million at June 30, 2008, compared to $29.8 million at December
31, 2007. Impaired loans include all non-performing loans in the amount of $69.3 million and other
loans in the amount of $33.8 million that, while currently performing, were deemed impaired by
management. Based on a comprehensive review of all impaired loans as of June 30, 2008, management
anticipates that losses associated with these impaired loans will approximate $11.0 million and has
established a specific allowance for loan losses in this amount.
32
Allowance for Loan Losses
The following table sets forth information regarding the Companys allowance for loan losses
for the dates indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
|
|
|
Three Months |
|
|
Six Months |
|
|
|
Ended |
|
|
Ended |
|
|
Year Ended |
|
|
Ended |
|
|
Ended |
|
|
|
June 30, |
|
|
June 30, |
|
|
December 31, |
|
|
June 30, |
|
|
June 30, |
|
|
|
2008 |
|
|
2008 |
|
|
2007 |
|
|
2007 |
|
|
2007 |
|
|
|
(In thousands) |
|
Allowance for Loan Losses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of period |
|
$ |
19,831 |
|
|
$ |
17,098 |
|
|
$ |
14,973 |
|
|
$ |
15,615 |
|
|
$ |
14,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
|
1,296 |
|
|
|
1,837 |
|
|
|
1,125 |
|
|
|
61 |
|
|
|
157 |
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
229 |
|
|
|
229 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
1,261 |
|
|
|
1,261 |
|
|
|
228 |
|
|
|
|
|
|
|
|
|
Construction and land development |
|
|
3,284 |
|
|
|
4,284 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer and other |
|
|
56 |
|
|
|
60 |
|
|
|
199 |
|
|
|
68 |
|
|
|
71 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total charge-offs |
|
|
6,126 |
|
|
|
7,671 |
|
|
|
1,552 |
|
|
|
129 |
|
|
|
228 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial |
|
|
115 |
|
|
|
218 |
|
|
|
294 |
|
|
|
13 |
|
|
|
272 |
|
Real Estate: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Residential |
|
|
|
|
|
|
|
|
|
|
26 |
|
|
|
|
|
|
|
|
|
Construction and land development |
|
|
4 |
|
|
|
11 |
|
|
|
1 |
|
|
|
|
|
|
|
|
|
Consumer and other |
|
|
|
|
|
|
|
|
|
|
1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total recoveries |
|
|
119 |
|
|
|
229 |
|
|
|
322 |
|
|
|
13 |
|
|
|
272 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans
charge-offs
(recoveries) |
|
|
6,007 |
|
|
|
7,442 |
|
|
|
1,230 |
|
|
|
116 |
|
|
|
(44 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for loan losses |
|
|
14,226 |
|
|
|
18,394 |
|
|
|
3,355 |
|
|
|
486 |
|
|
|
968 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of period |
|
$ |
28,050 |
|
|
$ |
28,050 |
|
|
$ |
17,098 |
|
|
$ |
15,985 |
|
|
$ |
15,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total gross loans |
|
$ |
1,505,876 |
|
|
$ |
1,505,876 |
|
|
$ |
1,419,182 |
|
|
$ |
1,366,362 |
|
|
$ |
1,366,362 |
|
Average gross loans (net of deferred fees) |
|
|
1,493,582 |
|
|
|
1,465,222 |
|
|
|
1,318,995 |
|
|
|
1,301,307 |
|
|
|
1,282,448 |
|
Non-performing loans |
|
|
69,282 |
|
|
|
69,282 |
|
|
|
12,096 |
|
|
|
1,311 |
|
|
|
1,311 |
|
Non-performing assets |
|
|
80,315 |
|
|
|
80,315 |
|
|
|
12,096 |
|
|
|
1,311 |
|
|
|
1,311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selected ratios: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs (recoveries) to average loans (annualized) |
|
|
1.62 |
% |
|
|
1.02 |
% |
|
|
0.09 |
% |
|
|
0.04 |
% |
|
|
-0.01 |
% |
Provision for loan losses to average loans (annualized) |
|
|
3.83 |
% |
|
|
2.52 |
% |
|
|
0.25 |
% |
|
|
0.15 |
% |
|
|
0.15 |
% |
Allowance for loan losses to total gross loans outstanding at end
of period |
|
|
1.86 |
% |
|
|
1.86 |
% |
|
|
1.20 |
% |
|
|
1.17 |
% |
|
|
1.17 |
% |
Allowance for loan losses to total non-performing loans |
|
|
40 |
% |
|
|
40 |
% |
|
|
141 |
% |
|
|
1,219 |
% |
|
|
1,219 |
% |
Allowance for loan losses to total non-performing assets |
|
|
35 |
% |
|
|
35 |
% |
|
|
141 |
% |
|
|
1,219 |
% |
|
|
1,219 |
% |
Due to increases in the general allowance for loan losses and the specific allowance for loan
losses on impaired loans, the Companys allowance for loan losses increased to $28.1 million as of
June 30, 2008, compared to $17.1 million at December 31, 2007. As a result of these factors the
Company recorded a provision of $14.2 million and $18.4 million for second quarter and first half
of 2008, respectively, compared to $486,000 and $968,000, respectively, for the same periods in
2007. As of June 30, 2008, the allowance for loan losses was 1.86% of total gross loans, compared
to 1.20% at December 31, 2007.
Management believes the level of allowance as of June 30, 2008 is adequate to absorb the
estimated losses from any known or inherent risks in the loan portfolio. However, the Companys
results can be significantly influenced by changes in the credit quality of its borrowers. The
Companys allowance for loan losses, OREO, charged-off loans and the provision of loan losses all
increased significantly in the second quarter and first half of 2008, compared to the same periods
in 2007.
These increases are primarily the result of the weakening economies and deterioration of
the residential real estate sectors experienced in the Companys primary markets during the second
half of 2007 and continuing into the first half of 2008 and the effect these conditions had on its
commercial and industrial, commercial real estate, residential and construction and land
development loans (e.g., increased charge-offs, an increase in the economic risk metrics and an
increase in the valuation allowance for impaired loans). As a result, while management believes
the allowance for loan losses is adequate to absorb the estimated losses from any known or inherent
risks in the loan portfolio, any prolonged or further deterioration in the real estate markets with
resulting declines in the value of real estate collateral may cause higher levels of non-performing
assets and loan losses in future periods.
33
Goodwill
Goodwill represents the excess of the consideration over the fair value of the net assets
acquired through the 2005 and 2006 acquisitions of Bank of Commerce, Community Bank of Arizona and
Valley Bancorp. Under SFAS No. 142, Goodwill and Other Intangible Assets, goodwill is not
amortized but rather tested for impairment, at least annually. The Companys annual testing of
impairment was last conducted as of October 1, 2007 for each of its reporting units (i.e.,
segments). No impairment of goodwill was identified at that time. In accordance with SFAS No.
142, goodwill of a reporting unit shall be tested for impairment between annual tests if an event
or circumstance occurs that would more likely than not reduce the fair value of a reporting unit
below its carrying value. As of June 30, 2008, management does not believe any events have
occurred that require a current test for impairment. However, management will continue to monitor
events and circumstances and if deemed necessary perform tests for impairments prior to the annual
testing which might result in a reduction of the carrying value of the goodwill and an impairment
loss. Because goodwill is not included in the calculation of risk-based capital, the Companys
regulatory risk-based capital would not be impacted by this potential expense.
Deposits
Total deposits increased by $98.8 million, or 8.03%, to $1.33 billion as of June 30, 2008,
from $1.2 billion as of December 31, 2007. The increase in
deposits is attributable to an
increase in wholesale interest bearing demand deposits and wholesale time deposits, which were
secured to reduce the Companys short term Federal Home Loan Bank (FHLB) borrowings and fund a
substantial portion of the Companys loan growth during the first half of 2008.
At June 30, 2008, seven customer balances totaling $461.4 million comprised 34.7% of total
deposits. These customer balances constitute all brokered deposits at June 30, 2008. Of these
deposits at June 30, 2008, $364.7 million were interest bearing wholesale demand deposits and $96.7
million were other time deposits.
Borrowings and Junior Subordinated Debt
The Company regularly uses the Federal Home Loan Bank of San Francisco (FHLB) for short term
and long term borrowings. FHLB term debt, which matures from July 2008 through March 2009, amounted
to $93.3 million at June 30, 2008. Interest on all FHLB borrowings accrued at an average rate of
3.95% and 4.15% for the three and six months ended June 30, 2008, respectively. Remaining
available debt financing through the FHLB amounted to $69.1 million at June 30, 2008.
The Company also has agreements with other lending institutions under which it can purchase up
to $108.0 million of federal funds. The interest rate charged on borrowings is determined by the
lending institutions at the time of borrowings. Each line is unsecured. As of June 30, 2008 and
December 31, 2007, there were no federal funds purchased.
In September 2007, the Company borrowed $15.5 million and used the proceeds to redeem junior
subordinated debt owed to Community Bancorp (NV) Statutory Trust I which used the proceeds to
redeem its trust preferred issuances. The borrowing is unsecured, bears interest at the one month
LIBOR plus 1.50% (equal to 3.88% at June 30, 2008), is payable in the amount of approximately
$461,000 monthly with all unpaid interest and principal due on September 26, 2010 and requires the
lenders approval prior to issuing dividends to shareholders. The outstanding balance on the note
was $11.8 million and $14.3 million as of June 30, 2008 and December 31, 2007, respectively.
The Company had $72.2 million of subordinated debentures outstanding at June 30, 2008,
which bore interest at an averaged rate of 5.76% and 6.10% for the three months and six months ended June 30, 2008,
respectively. The subordinated debentures were issued in three separate series. Each issuance has a
maturity of thirty years from its date of issue. The subordinated debentures were issued to trusts
established by the Company, which in turn issued trust preferred securities. The proceeds from the
issuance of the securities were used to fund the Companys 2005 and 2006 acquisitions.
34
In accordance with FIN 46 (revised December 2004), Consolidation of Variable Interest
Entities-an interpretation of ARB No. 51, statutory trusts are not reported on a consolidated
basis. Therefore, the trust preferred debt securities of $70.0 million do not appear on the
Consolidated Balance Sheets. Instead, the junior subordinated debentures of $72.2 million payable
by Community Bancorp to the statutory trusts and the investment in the statutory trusts common
stock of $2.2 million (included in other assets) are reported on the Consolidated Balance Sheets.
REGULATORY MATTERS
The regulatory capital guidelines as well as the actual capital ratios for Community Bank of
Nevada, Community Bank of Arizona and the Company as of June 30, 2008 are as follows:
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Actual |
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Community |
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Community |
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Minimum |
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Well |
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Bank of |
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Bank of |
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Community |
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Regulatory |
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Capitalized |
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Nevada |
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Arizona |
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Bancorp |
Tier 1 leverage capital |
|
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4.00 |
% |
|
|
5.00 |
% |
|
|
11.17 |
% |
|
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21.14 |
% |
|
|
11.27 |
% |
Tier 1 risk-based capital |
|
|
4.00 |
% |
|
|
6.00 |
% |
|
|
10.97 |
% |
|
|
18.37 |
% |
|
|
10.98 |
% |
Total risk-based capital |
|
|
8.00 |
% |
|
|
10.00 |
% |
|
|
12.23 |
% |
|
|
19.63 |
% |
|
|
12.24 |
% |
In March 2005, the Federal Reserve Bank adopted a final rule that allows the continued
inclusion of trust preferred securities in the Tier I capital of bank holding companies, subject to
stricter quantitative limits and qualitative standards.
Under the final ruling, qualifying mandatory preferred securities may be included in Tier I
capital, subject to a limit of 25% of all core capital. Amounts of restricted core capital elements
in excess of this limit generally may be included in Tier II capital. The quantitative limits
become effective on March 31, 2009, after a four-year transition period. As of June 30, 2008, the
junior subordinated debentures have been included in Tier I capital for regulatory capital purposes
up to the specified limit ($70.0 million).
LIQUIDITY MANAGEMENT
The Companys liquidity represented by cash and due from banks, federal funds sold and
available-for-sale securities, is a result of its operating, investing and financing activities and
related cash flows. In order to ensure funds are available at all times, the Company devotes
resources to projecting the amount of funds that will be required and maintains relationships with
a diversified customer base so that funds are accessible. The Company has the ability to increase
liquidity by soliciting higher levels of deposit accounts through promotional activities, wholesale
funding, borrowing from its correspondent banks, and the FHLB.
Management believes the Companys liquid assets are adequate to meet its cash flow needs for
loan funding and deposit withdrawals. At June 30, 2008, the Company had $75.6 million in liquid
assets comprised of $14.4 million in cash and cash equivalents and $61.2 million in
available-for-sale securities. The $32.1 million decrease in liquidity since December 31, 2007 was
primarily a result of lower available-for-sale securities resulting from scheduled maturities which
were used in part to fund the Companys 2008 loan growth.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk is the risk of loss in a financial instrument arising from adverse changes in
market prices, interest rates, foreign currency exchange rates, commodity prices and equity prices.
The Companys market risk arises primarily from interest rate risk inherent in its lending and
deposit taking activities. Management uses various asset/liability strategies to manage the
re-pricing characteristics of the Companys earning assets and funding liabilities to ensure that
exposure to interest rate fluctuations is within its guidelines of acceptable risk-taking. Hedging
strategies, including the terms and pricing of loans and deposits, and managing the deployment of
the Companys securities are used to reduce mismatches in interest rate re-pricing opportunities of
portfolio assets and their funding sources.
Interest rate risk is addressed by our Asset Liability Management Committee (ALCO) which is
comprised of executive officers of the Company. The ALCO monitors interest rate risk by analyzing
the potential impact on the net equity value and net interest income from potential changes in
interest rates, and considers the impact of alternative strategies or changes in balance sheet
structure. The ALCO manages the Companys balance sheet in part to maintain, within acceptable
ranges, the potential impact on net equity value and net interest income despite fluctuations in
market interest rates.
35
Exposure to interest rate risk is reviewed on at least a quarterly basis by the ALCO and the
Board of Directors. Interest rate risk exposure is measured using interest rate sensitivity
analysis to determine the change in net portfolio value in the event of hypothetical changes in
interest rates. If potential changes to net equity value and net interest income resulting from
hypothetical interest rate changes are not within the limits established by the Board of Directors,
management may adjust the asset and liability mix to bring interest rate risk within approved
limits.
Item 4. Controls and Procedures
Evaluation of Controls and Procedures
With the participation of management, including our Chief Executive Officer and Chief
Financial Officer, the effectiveness of the Companys disclosure controls and procedures (as
defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) were evaluated as of the end of the period covered by this Quarterly Report on Form 10-Q.
Based upon that evaluation, the Companys Chief Executive Officer and Chief Financial Officer have
concluded that:
(a) |
|
information required to be disclosed by the Company in
this Quarterly Report on Form 10-Q and the other
reports which the Company files or submits under the
Exchange Act would be accumulated and communicated to
the Companys management, including its Chief
Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding
required disclosure; |
|
(b) |
|
information required to be disclosed by the Company in
this Quarterly Report on Form 10-Q and the other
reports which the Company files or submits under the
Exchange Act would be recorded, processed, summarized
and reported within the time periods specified in the
SECs rules and forms; and |
|
(c) |
|
the Companys disclosure controls and procedures are effective as of
the end of the period covered by this Quarterly Report on Form 10-Q to
ensure that material information relating to the Company and its
consolidated subsidiary is made known to them, particularly during the
period for which periodic reports, including this Quarterly Report on
Form 10-Q, are being prepared. |
Changes in Internal Control over Financial Reporting
There were no changes during the period covered by this Quarterly Report on Form 10-Q in the
Companys internal control over financial reporting (as defined in Rule 13a-15(f) under the
Exchange Act) that have materially affected, or are reasonably likely to materially affect,
internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
There have been no material changes in legal proceedings as described in the Companys Annual
Report on Form 10-K for the year ended December 31, 2007.
Item 1A. Risk Factors
There have been no material changes in the discussion pertaining to risk factors that was provided
in the December 31, 2007 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Stock Repurchase Program
The Board of Directors at its regular meeting of July 25, 2007, authorized the purchase of up to 5%
of the Companys outstanding shares as of June 30, 2007, or 520,996 shares, over the next twelve
months. During the three and six months ended June 30, 2008, the Company did not repurchase any
shares. As of June 30, 2008, the Company had repurchased 316,200 shares under the July 2007
authorization.
Item 3. Defaults Upon Senior Securities
None.
36
Item 4. Submission of Matters to a Vote of Security Holders
The following item was submitted to the security holders for approval at the Annual Meeting of
Shareholders held on May 29, 2008:
1. Election of Board of Directors
Pursuant to the Companys by-laws and vote of the shareholders, the following individuals have
been elected, with results of the vote as follows, to serve as members of the Board of Directors
until the next Annual Meeting of Shareholders or until their respective successors are duly elected
and qualified:
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|
|
Director |
|
For |
|
Withheld |
Jacob D. Bingham |
|
|
8,189,110 |
|
|
|
372,027 |
|
Dan H. Stewart |
|
|
8,214,102 |
|
|
|
347,035 |
|
Edward M. Jamison |
|
|
8,490,596 |
|
|
|
70,541 |
|
Gary W. Stewart |
|
|
8,202,304 |
|
|
|
358,833 |
|
Lawrence K. Scott |
|
|
8,492,813 |
|
|
|
68,324 |
|
Jack M. Woodcock |
|
|
8,215,223 |
|
|
|
345,914 |
|
Total shares voted were 8,561,137 (or 83.4% of shares outstanding) of which 2,084,460 and
6,476,677 were individuals and brokers, respectively.
2. Approval of an Amendment to the Companys Articles of Incorporation
The amendment of the Articles of Incorporation to authorize an increase in the number of
authorized shares of common stock to 50,000,000 and to create a class of preferred stock in the
amount of 20,000,000 shares that, if issued, will have such terms, rights and features as may be
determined by the Board of Directors was approved by the following vote:
|
|
|
|
|
For |
|
Against |
|
Abstained |
6,060,832
|
|
2,491,329
|
|
8,973 |
3. Ratification of independent public accountants for 2008
The ratification of Grant Thornton, LLP as the Companys independent public accountants for
2008 was approved by the following vote:
|
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|
|
|
For |
|
Against |
|
Abstained |
8,527,085
|
|
31,499
|
|
2,551 |
Item 5. Other Information
During the quarter ended June 30, 2008, there were no changes to the procedures by which
stockholders may recommend nominees to the Companys Board of Directors.
Item 6. Exhibits
3.1 |
|
Certificate of Amendment to Articles of Incorporation |
31.1 |
|
Rule 13a-14(a) Certification by Chief Executive Officer |
31.2 |
|
Rule 13a-14(a) Certification by Chief Financial Officer |
32.1 |
|
Section 1350 Certifications |
37
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Company has caused this Report to be signed on its behalf by the undersigned, thereunto duly
authorized.
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COMMUNITY BANCORP |
|
|
By: |
/s/ Edward M. Jamison |
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|
|
Edward M. Jamison |
|
|
|
President and Chief Executive Officer
(Principal Executive Officer) |
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|
|
Dated: August 7, 2008
|
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|
|
COMMUNITY BANCORP |
|
|
By: |
/s/ Patrick Hartman |
|
|
|
Patrick Hartman |
|
|
|
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
(Chief Accounting Officer) |
|
|
|
|
Dated: August 7, 2008 |
38
EXHIBIT
INDEX
3.1 |
|
Certificate of Amendment to Articles of Incorporation |
31.1 |
|
Rule 13a-14(a) Certification by Chief Executive Officer |
31.2 |
|
Rule 13a-14(a) Certification by Chief Financial Officer |
32.1 |
|
Section 1350 Certifications |
39