1999 ANNUAL REPORT BWC Financial Corp. Table of Contents Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Changes in Shareholders' Equity Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements Report of Independent Public Accountants Management's Discussion and Analysis of Operations Interest Rate Sensitivity BWC FINANCIAL CORP. CONSOLIDATED BALANCE SHEETS December 31. 1999 1998 Assets Cash and Due From Banks 12,593,000 $ 14,345,000 Federal Funds Sold -- 2,300,000 Other Short Term Investments 25,000 35,000 Total Cash and Cash Equivalents 12,618,000 16,680,000 Investment Securities: Available for Sale 53,717,000 45,655,000 Held to Maturity (approximate fair value of $11,595,000 in 1999 and $13,797,000 in 1998) 11,739,000 13,592,000 Loans, Net of Allowance for Credit Losses of $4,466,000 in 1999 and $3,919,000 in 1998 209,493,000 183,058,000 Real Estate Loans Held for Sale 480,000 -- Bank Premises and Equipment, Net 2,965,000 1,303,000 Interest Receivable and Other Assets 5,719,000 4,611,000 Total Assets $296,731,000 $264,899,000 Liabilities and Shareholders' Equity Liabilities Deposits: Noninterest-bearing $ 76,958,000 $ 69,783,000 Interest-bearing: Money Market Accounts 93,439,000 64,687,000 Savings and NOW Accounts 38,059,000 37,139,000 Time Deposits: Under $100,000 29,354,000 34,293,000 $100,000 or more 20,859,000 32,238,000 Total Interest-bearing 181,711,000 168,357,000 Total Deposits 258,669,000 238,140,000 Federal Funds Purchased 5,350,000 -- BWC Mortgage Services Line-of-Credit 473,000 -- BWC Mortgage Services Other Borrowed Funds 77,000 -- Interest Payable and Other Liabilities 2,733,000 2,416,000 Total Liabilities 267,302,000 240,556,000 Commitments and Contingent Liabilities (Note 10) Shareholders' Equity Preferred Stock, no par value: 5,000,000 shares authorized, none outstanding -- -- Common Stock, no par value: 25,000,000 shares authorized; issued and outstanding 2,612,786 shares in 1999 and 2,511,151 in 1998 20,154,000 19,002,000 Retained Earnings 9,802,000 5,006,000 Capital adjustment on available for-sale-securities (527,000) 335,000 Total Shareholders' Equity 29,429,000 24,343,000 Total Liabilities and Shareholders' Equity $296,731,000 $264,899,000 <FN> The accompanying notes are an integral part of these consolidated statements. </FN> BWC FINANCIAL CORP. CONSOLIDATED STATEMENTS OF INCOME For the Year Ended December 31, 1999 1998 1997 Interest Income Loans, Including Fees $20,674,000 $18,020,000 $16,107,000 Investment Securities: Taxable 2,924,000 2,698,000 1,387,000 Non-taxable 555,000 504,000 391,000 Federal Funds Sold 483,000 421,000 383,000 Other Short Term Investments 148,000 219,000 48,000 Total Interest Income 24,784,000 21,862,000 18,316,000 Interest Expense Deposits 6,548,000 6,770,000 5,767,000 Federal Funds Purchased 8,000 4,000 3,000 Other Borrowed Funds 69,000 -- -- Total Interest Expense 6,625,000 6,774,000 5,770,000 Net Interest Income 18,159,000 15,088,000 12,546,000 Provision For Credit Losses 600,000 825,000 1,125,000 Net Interest Income After Provision For Credit Losses 17,559,000 14,263,000 11,421,000 Noninterest Income BWC Mortgage Services - Commissions 3,108,000 3,744,000 2,077,000 BWC Mortgage Services - Fees & Other 897,000 376,000 175,000 Service Charges on Deposit Accounts 839,000 832,000 761,000 Other 1,228,000 787,000 705,000 Gains on Security Transactions 30,000 216,000 11,000 Total Noninterest Income 6,102,000 5,955,000 3,729,000 Noninterest Expense Salaries and Related Benefits 7,137,000 5,344,000 4,737,000 BWC Mortgage Services - Commissions 2,176,000 2,199,000 1,201,000 BWC Mortgage Services - Fees & Other 1,034,000 825,000 537,000 Occupancy 947,000 855,000 812,000 Furniture and Equipment 600,000 578,000 556,000 Other 3,575,000 2,961,000 2,401,000 Total Noninterest Expense 15,469,000 12,762,000 10,244,000 BWC Mortgage Services - Minority Interest 350,000 549,000 252,000 Income Before Income Taxes 7,842,000 6,907,000 4,654,000 Provision For Income Taxes 3,046,000 2,679,000 1,729,000 Net Income $ 4,796,000 $ 4,228,000 $ 2,925,000 Basic Earnings Per Share $1.86 $1.70 $1.18 Diluted Earnings Per Share $1.61 $1.44 $1.03 Average Basic Shares 2,572,622 2,487,730 2,475,075 Average Diluted Share Equivalents Related to Options 402,736 438,698 367,697 Average Diluted Shares 2,975,358 2,926,428 2,842,772 <FN> The accompanying notes are an integral part of these consolidated statements. </FN> BWC FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the periods ending December 31, 1997, 1998, and 1999 Accumulated Other Number Common Retained Comprehensive Comprehensive of Shares Stock Earnings Income/(Loss) Total Income Balance, January 1, 1997 1,016,598 $12,172,000 $4,231,000 $ 7,000 $16,410,000 Net Income for 1997 -- -- 2,925,000 -- 2,925,000 $ 2,925,000 Other Comprehensive Income, net of tax liability of $68,000 -- -- -- 132,000 132,000 132,000 Comprehensive Income -- -- -- -- -- 3,057,000 10% stock dividend including payment of fractional shares 101,882 2,521,000 (2,526,000) -- (5,000) Stock options exercised at $6.76 per share 4,300 29,000 -- -- 29,000 Repurchase and retirement of shares by the Corporation at $22.50 per share (1,650) (37,000) -- -- (37,000) 10% stock dividend including payment of fractional shares 111,921 3,918,000 (3,924,000) -- (6,000) Balance, December 31, 1997 1,233,051 18,603,000 706,000 139,000 19,448,000 Net Income for 1998 -- -- 4,228,000 -- 4,228,000 4,228,000 Other Comprehensive Income, net of tax liability of $134,000 -- -- -- 196,000 196,000 196,000 Comprehensive Income -- -- -- -- -- 4,424,000 Two-for-one stock split 1,248,832 -- -- -- Stock options exercised at $3.50 to $5.59 per share 15,741 57,000 -- -- 57,000 Common stock issued and sold to the Defined Contribution Plan at $24.06 per share 16,527 398,000 -- -- 398,000 Repurchase and retirement of shares by the Corporation at $18.25 to $19.00 per share (3,000) (56,000) -- -- (55,000) Adjustment for tax benefit resulting from the exercises of incentive stock options. -- -- 72,000 -- 71,000 Balance, December 31, 1998 2,511,151 19,002,000 5,006,000 335,000 24,343,000 Net Income as of December 31, 1999 -- -- 4,796,000 -- 4,796,000 4,796,000 Other Comprehensive Income(Loss), net of tax benefit of $323,000 -- -- -- (862,000) (862,000) (862,000) Comprehensive Income -- -- -- -- -- $3,934,000 Common stock issued and sold to the Defined Contribution Plan 22,186 466,000 -- -- 466,000 Stock options exercised 79,449 261,000 -- -- 261,000 Tax benefit from the exercise of non-qualified stock options -- 425,000 -- -- 425,000 Balance, December 31, 1999 2,612,786 $20,154,000 $9,802,000 $(527,000) $29,429,000 <FN> Accompanying notes are an integral part of these consolidated statements. </FN> BWC FINANCIAL CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 1999 1998 1997 Operating Activities: Net Income $ 4,796,000 $ 4,228,000 $ 2,925,000 Adjustments to reconcile net income to net cash provided: Amortization of loan fees (1,850,000) (1,657,000) (1,383,000) Provision for credit losses 600,000 825,000 1,125,000 Depreciation and amortization 488,000 416,000 403,000 Gain on sale of securities available-for-sale (30,000) (216,000) (11,000) Deferred income taxes (275,000) (543,000) (575,000) Real estate loans held for sale, net change (480,000) -- -- Increase in accrued interest receivable and other assets (1,108,000) (669,000) (906,000) Increase in accrued interest payable and other liabilities 317,000 221,000 594,000 Net Cash Provided by Operating Activities 2,458,000 2,605,000 2,172,000 Investing Activities: Proceeds from the maturities of investment securities 11,189,000 3,911,000 5,123,000 Proceeds from the sales of available-for-sale investment securities 12,776,000 25,833,000 1,989,000 Purchase of investment securities (30,731,000) (47,623,000) (28,801,000) Loans originated, net of collections (25,184,000) (21,224,000) (21,865,000) Purchase of bank premises and equipment (2,150,000) (264,000) (336,000) Net Cash Used by Investing Activities (34,100,000) (39,367,000) (43,890,000) Financing Activities: Net increase in deposits 20,528,000 31,161,000 51,738,000 Net increase in borrowings to support real estate loans held for sale 473,000 -- -- Increase (decrease) in Federal Funds Purchased and other borrowings 5,427,000 -- (3,600,000) Proceeds from issuance of common stock 727,000 455,000 29,000 Tax benefit from the exercise of stock options 425,000 72,000 -- Cash paid for the repurchase of common stock -- (56,000) (37,000) Cash paid in lieu of fractional shares -- -- (11,000) Net Cash Provided by Financing Activities 27,580,000 31,632,000 48,119,000 Cash and Cash Equivalents: Increase (decrease) in cash and cash equivalents (4,062,000) (5,130,000) 6,401,000 Cash and cash equivalents at beginning of year 16,680,000 21,810,000 15,409,000 Cash and Cash Equivalents at end of year $12,618,000 $16,680,000 $21,810,000 Additional Cash Flow Information: Interest Paid $6,844,000 $6,911,000 $5,542,000 Income Taxes Paid $3,202,000 $2,228,000 $2,140,000 <FN> The accompanying notes are an integral part of these consolidated statements. </FN> BWC FINANCIAL CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES. The accounting and reporting policies of BWC Financial Corp. (the "Corporation") and its subsidiaries, Bank of Walnut Creek (the "Bank"), and BWC Real Estate, conform with generally accepted accounting principles and general practice within the banking industry. The following is a summary of the more significant accounting policies. Nature of Operations. The Corporation operates four branches in Contra Costa County and three in northern Alameda County. The Corporation's primary source of revenue is providing loans to customers, who are predominantly small and middle-market businesses and middle-income individuals. Basis of Presentation. The consolidated financial statements of the Corporation include the accounts of the Corporation, the Bank and BWC Real Estate. All significant inter-company balances and transactions have been eliminated in consolidation. BWC Real Estate, a subsidiary of the Corporation, was formed in 1994 to enter into a joint venture arrangement with a real estate brokerage firm, creating a company called BWC Mortgage Services. As BWC Real Estate owns 51% of this joint venture, the Corporation has consolidated BWC Mortgage Services. The real estate brokerage firm's joint venture interest is shown as minority interest in the financial statements. Investment Securities. The Corporation classifies its investments in debt and equity securities as "held-to-maturity," or "available-for-sale." Investments classified as held-to-maturity are reported at amortized cost; investments classified as available-for-sale are reported at fair value with unrealized gains and losses, net of related tax, if any, reported as a separate component of shareholders' equity. Amortization and accretion are included in interest income, while gains and losses on disposition are included in noninterest income and are determined using the specific identification method. The Corporation's policy of carrying investment securities as held-to-maturity is based upon its ability and management's intent to hold such securities to maturity. Loans are stated at the principal amount outstanding. Interest income is recognized using methods which approximate a level yield on principal amounts outstanding. The accrual of interest on loans is discontinued when the payment of principal or interest is considered to be in doubt, or when a loan becomes contractually past-due by 90 days or more with respect to principal or interest, except for loans that are well secured and in the process of collection. When a loan is placed on non-accrual status, any accrued but uncollected interest is reversed from current income. Loan origination fees are deferred and amortized as yield adjustments over the contractual lives of the underlying loans. Sales and Servicing of SBA Loans. The Corporation originates loans to customers under a Small Business Administration ("SBA") program that generally provides for SBA guarantees of 70% to 90% of each loan. The Corporation generally sells the guaranteed portion of each loan to a third party and retains the unguaranteed portion in its own portfolio. The Corporation may be required to refund a portion of the sales premium received if the borrower defaults or the loan prepays within 90 days of the settlement date. As a result, the Corporation recognizes no gain or loss on these loan sales until the 90-day period elapses. On December 31, 1999 the Corporation was holding $26,000 in pending SBA fees. A gain is recognized on the sale of SBA loans through collection on the sale of a premium over the adjusted carrying value, through retention of an ongoing rate differential less a normal service fee (excess servicing fee) between the rate paid by the borrower to the Company and the rate paid by the Company to the purchaser, or both. To calculate the gain (loss) on sale, the Corporation's investment in an SBA loan is allocated among the retained portion of the loan and the sold portion of the loan, based on the relative fair value of each portion. The gain (loss) on the sold portion of the loan is recognized at the time of sale based on the difference between the sale proceeds and the allocated investment. As a result of the relative fair value allocation, the carrying value of the retained portion is discounted, with the discount accreted to interest income over the life of the loan. Allowance for Credit Losses is maintained at a level considered adequate to provide for losses that can be reasonably estimated and is in accordance with SFAS 114. The allowance is increased by provisions charged to expense and reduced by net charge-offs. Management continually evaluates the economic climate, the performance of borrowers, and other conditions to determine the adequacy of the allowance. The Corporation performs a quarterly analysis of the adequacy of its allowance for credit losses. The Corporation's management believes that the amount of allowance is reasonable, due to the growth of the Bank's loan portfolio and the new credit products that have been introduced. In the past few years, the Bank has opened an Asset-Based Lending Department, a Leasing Department and a Small Business Association lending program. The Bank also has a high concentration of credit in Construction Real Estate lending. The uncertainties associated with the new products, coupled with the Bank's traditionally strong construction concentration, fully support a strong allowance position. Premises and Equipment consists of leasehold improvements, furniture and equipment and are stated at cost, less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of furniture and equipment, primarily from five to fifteen years. Leasehold improvements are amortized over the terms of the leases or their estimated useful lives, whichever is shorter. Other Borrowed Funds originate from the Corporation's subsidiary, BWC Mortgage Services, which has a revolving line of credit from First Collateral Services in the amount of four million dollars secured by first deeds of trust on the mortgages it is funding. All mortgages are pre-sold and are outstanding on the subsidiary's books for less than a month. The Corporation's obligation under this line is limited to a guarantee of a $200,000 undistributed equity in its subsidiary, BWC Mortgage Services. The other borrowed funds for BWC Mortgage Services represent equipment leases for systems used in the operation of BWC Mortgage Services. Income Taxes. The Corporation files consolidated income tax returns which include both the parent company and its subsidiaries. The parent company reimburses the Bank for allocations of tax liabilities or benefits as determined by the parent company. Deferred income taxes are recorded for all significant income and expense items recognized in different periods for financial reporting and income tax purposes. Earnings Per Share (EPS). EPS amounts are reported, Basic EPS and Diluted EPS. Basic EPS is calculated by dividing net income by weighted average shares outstanding. No dilution for any potentially dilutive securities is included. Diluted EPS is calculated by dividing net income by the weighted average shares outstanding during the period including the dilutive effect of stock options. Weighted average shares and per-share amounts reflect the 2-for-1 stock split July 10, 1998 and the 10% stock dividends paid on February 3, 1998, and March 31, 1997. Letters of credit and commitments to extend credit are extended based upon evaluations of customer credit worthiness. The amount of collateral obtained is based upon these evaluations. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties. Standby letters of credit and commitments to extend credit generally have fixed expiration dates or other termination clauses. Because many of the standby letters of credit and commitments to extend credit are expected to expire without being drawn upon, total guarantee and commitment amounts do not necessarily represent future cash requirements. Significant Group Concentrations of Credit Risk. The Bank accepts deposits and grants credit primarily within its local service area, the counties of Contra Costa and Alameda, California. The Bank has a diversified loan portfolio and grants consumer, commercial and construction real estate loans, and is not dependent on any industry or group of customers. Although the Bank has a diversified loan portfolio, a substantial portion of its loans are real-estate related. Statement of Cash Flows. For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks, federal funds sold and other short-term investments. Use of Estimates in the Preparation of Financial Statements. The preparation of financial statements in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Accounting for Stock-based Compensation. The Corporation uses the intrinsic value method to account for its stock option plans (in accordance with the provisions of Accounting Principles Board Opinion No. 25). Under this method, compensation expense is recognized for awards of options to purchase shares of common stock to employees under compensatory plans only if the fair market value of the stock at the option grant date (or other measurement date, if later) is greater than the amount the employee must pay to acquire the stock. Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS 123) permits companies to continue using the intrinsic value method or to adopt a fair-value-based method to account for stock option plans. The fair-value-based method results in recognizing as expense over the vesting period the fair value of all stock-based awards on the date of grant. The Corporation has elected to continue to use the intrinsic value method. The pro forma disclosures are included in Note 9. NOTE 2: INVESTMENT SECURITIES An analysis of the investment security portfolio at December 31 follows: 1999 Gross Gross Amortized Unrealized Unrealized Fair Available-for-sale Cost Gains Loss Value U.S. Treasury Securities $ 8,039,000 -- $ 47,000 $ 7,992,000 Securities of U.S. Government Agencies 29,589,000 -- 507,000 29,082,000 Taxable Securities of State and Political Subdivisions 11,365,000 -- 143,000 11,222,000 Corporate Debt Securities 5,574,000 -- 153,000 5,421,000 Total 54,567,000 -- 850,000 53,717,000 Held-to-maturity Obligations of State and Political Subdivisions 11,739,000 -- 144,000 11,595,000 Total Investment Securities $66,306,000 -- $994,000 $65,312,000 1998 Gross Gross Amortized Unrealized Unrealized Fair Available-for-sale Cost Gains Loss Value U.S. Treasury Securities $ 7,565,000 $ 97,000 -- $ 7,662,000 Securities of U.S. Government Agencies 22,175,000 190,000 -- 22,365,000 Taxable Securities of State and Political Subdivisions 11,554,000 279,000 -- 11,833,000 Corporate Debt Securities 3,820,000 -- $25,000 3,795,000 Total 45,114,000 566,000 25,000 45,655,000 Held-to-maturity Obligations of State and Political Subdivisions 13,592,000 205,000 -- 13,797,000 Total Investment Securities $58,706,000 $771,000 $25,000 $59,452,000 <FN> In 1999 and 1998, the Bank received proceeds from sale of investment securities of $12,776,000 and $25,833,000 respectively, and gains included in other noninterest income totaled $30,000 and $216,000 respectively. </FN> The maturities of the investment security portfolio at December 31, 1999 follow: Held-to-maturity Amortized Fair Cost Value Within one year $ 2,257,000 $ 2,266,000 After one through five years 6,234,000 6,164,000 Over five years 3,248,000 3,165,000 Total $11,739,000 $11,595,000 Available-for-sale Amortized Fair Cost Value Within one year $ 9,668,000 $ 9,651,000 After one through five years 37,550,000 37,018,000 Over five years 7,349,000 7,048,000 Total $54,567,000 $53,717,000 <FN> At December 31, 1999 and 1998, securities with an approximate book value of $9,605,000 and $7,864,000 respectively, were pledged to secure public deposits. </FN> NOTE 3: LOANS The majority of the Bank's loans are to customers in Contra Costa and Alameda Counties and surrounding areas. Depending upon the type of loan, the Bank generally obtains a secured interest in the general assets of the borrower and/or in any assets being financed. Outstanding loans by type were: December 31, 1999 1998 Real Estate Construction $78,158,000 $69,054,000 Real Estate Mortgages 24,285,000 21,533,000 Commercial 70,409,000 64,261,000 Installment 34,127,000 30,450,000 Leases 6,980,000 1,679,000 Total 213,959,000 186,977,000 Less: Allowance for Credit Losses (4,466,000) (3,919,000) Net Loans $209,493,000 $183,058,000 The following table provides further information on past due and nonaccrual loans. December 31, 1999 1998 Loans past-due 90 days or more, still accruing interest $5,000 $0 Nonaccrual Loans 38,000 2,176,000 Total $43,000 $2,176,000 <FN> As of December 31, 1999 and 1998, the Corporation's recorded investment in impaired loans was $43,000 and $2,176,000 respectively. Due to the loans underlying collateral value, no valuation allowance was required. The average recorded investment in impaired loans for 1999, 1998 and 1997 was $385,000, $380,000 and $431,000 respectively. As of December 31, 1999 and 1998, no loans were outstanding that had been restructured. No interest earned on nonaccrual loans that was recorded in income remains uncollected. Interest foregone on nonaccrual loans was approximately $8,000 in 1999, $89,000 in 1998, and $24,000 in 1997. </FN> NOTE 4: ALLOWANCE FOR CREDIT LOSSES For the Year Ended December 31, 1999 1998 1997 Total loans outstanding at end of period, before deducting allowance for credit losses $213,959,000 $ 86,977,000 $163,938,000 Average total loans outstanding during period $190,755,000 $166,698,000 $149,043,000 Analysis of the allowance for credit losses: Beginning Balance $ 3,919,000 $ 2,936,000 $ 1,893,000 Charge-offs: Commercial 126,000 17,000 139,000 Installment 27,000 96,000 54,000 Total Charge-Offs 153,000 113,000 193,000 Recoveries: Real Estate Mortgages -- 40,000 3,000 Commercial 96,000 215,000 101,000 Installment 4,000 16,000 7,000 Total Recoveries 100,000 271,000 111,000 Net Charge-Offs (Recoveries) 53,000 (158,000) 82,000 Provisions charged to operating expense 600,000 825,000 1,125,000 Ending Balance $ 4,466,000 $ 3,919,000 $ 2,936,000 Ratio of net charge-offs (recoveries) to average total loans 0.03% (0.09)% 0.06% Ratio of allowance for credit losses to total loans at end of period 2.09% 2.10% 1.79% NOTE 5: PREMISES AND EQUIPMENT A summary of premises and equipment follows: December 31, 1999 1998 Leasehold Improvements $1,161,000 $1,141,000 Furniture and Equipment 3,625,000 2,834,000 Bank Owned Premises 1,314,000 -- 6,100,000 3,975,000 Accumulated Depreciation and Amort (3,135,000 ) (2,672,000) Premises and Equipment, Net $2,965,000 $1,303,000 <FN> The amount of depreciation and amortization included in occupancy and furniture and equipment expense was $488,000 in 1999, $416,000 in 1998, and $403,000 in 1997. </FN> NOTE 6: COMPREHENSIVE INCOME For the Bank, comprehensive income includes net income reported on the statements of income and changes in the fair value of its available-for-sale investments reported as a component of shareholders' equity. The components of other comprehensive income for the years ended December 31, 1999, 1998 and 1997 are as follows: 1999 1998 1997 Unrealized gain(loss) arising during the period, net of tax $(843,000) $330,000 $139,000 Reclassification adjustment for net realized gains on securities available for sale included in net income during the year, net of tax 19,000 134,000 7,000 Net unrealized gain(loss) included in other comprehensive income $(862,000) $196,000 $132,000 NOTE 7: FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents the carrying amounts and fair values of the Corporation's financial instruments at December 31, 1999 and 1998. SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than if a forced or liquidation sale. 1999 Carrying Estimated Fair Amount Value Cash and cash equivalents $ 12,618,000 $ 12,618,000 Investment securities 65,456,000 65,312,000 Loans (net) 209,493,000 206,345,000 Deposit liabilities 258,669,000 261,781,000 Other liabilities 8,634,000 8,634,000 1998 Carrying Estimated Fair Amount Value Cash and cash equivalents $ 16,680,000 $ 16,680,000 Investment securities 59,247,000 59,452,000 Loans (net) 183,058,000 185,594,000 Deposit liabilities 238,140,000 240,571,000 Other liabilities 2,416,000 2,416,000 The carrying amounts in the table are included in the consolidated balance sheets under the indicated captions. The following notes summarize the major methods and assumptions used in estimating the fair values of financial instruments. Short-term financial instruments are valued at their carrying amounts included in the statement of financial position, which are reasonable estimates of fair value due to the relatively short period to maturity of the instruments. This approach applies to cash and cash equivalents, accrued interest receivable and payable. Loans are valued on the basis of estimated future receipts of principal and interest, discounted at various rates. Loan prepayments are assumed to occur at the same rate as in previous periods when interest rates were at levels similar to current levels. Future cash flows for homogeneous categories of consumer loans, are estimated on a portfolio basis and discounted at current rates offered for similar loan terms to new borrowers with similar credit profiles. The fair value of nonaccrual loans also is estimated on a present value basis, using higher discount rates appropriate to the higher risk involved. Investment securities are valued at quoted market prices if available. For securities not quoted, the reported fair value is estimated on the basis of financial and other information. Fair value of demand deposits and deposits with no defined maturity is taken to be the amount payable on demand at the reporting date. The fair value of fixed-maturity deposits is estimated using rates currently offered for deposits of similar remaining maturities. The intangible value of long-term relationships with depositors is not taken into account in estimating the fair values disclosed. The fair value of commitments to extend credit is estimated by using the fees currently charged to others to enter into similar agreements, taking into account the terms of the agreements, and the present creditworthiness of the counterparties. The fair value of commitments at December 31, 1999 was immaterial. NOTE 8: INCOME TAXES The provisions for income taxes in 1999, 1998, and 1997 consist of the following: 1999 1998 1997 Current Federal $ 2,324,000 $ 2,286,000 $1,674,000 State 997,000 936,000 630,000 Total Current 3,321,000 3,222,000 2,304,000 Deferred Federal (239,000) (383,000) (431,000) State (36,000) (160,000) (144,000) Total Deferred (275,000) (543,000) (575,000) TOTAL $ 3,046,000 $ 2,679,000 $1,729,000 <FN> The components of the net deferred tax assets of the Bank as of December 31, 1999 and 1998 were as follows: </FN> Deferred Tax Assets: Allowance for credit losses $ 1,820,000 $1,551,000 Employee benefits and other 206,000 202,000 Available-for-sale securities 323,000 -- State taxes 154,000 152,000 Total deferred tax assets 2,503,000 1,905,000 Deferred Tax Liabilities: Available-for-sale securities -- (206,000) Total deferred tax liabilities -- (206,000) NET DEFERRED TAX ASSETS $ 2,503,000 $1,699,000 <FN> The provisions for income taxes differ from the amounts computed by applying the statutory Federal income tax rate to income before taxes. The reasons for these differences are as follows: </FN> 1999 1998 1997 Provision based on the statutory Federal rate of 34% $2,666,000 $ 2,348,000 $1,582,000 Increases (reduction) in income taxes resulting from: State franchise taxes, net of Federal income tax benefit 561,000 500,000 329,000 Non-taxable interest income (293,000) (188,000) (130,000) Other 112,000 19,000 (52,000) TOTAL $3,046,000 $ 2,679,000 $1,729,000 <FN> The 1999 current tax provision does not reflect the deduction for tax purposes of non-qualified stock options exercised by directors. The benefit of the tax deduction is reflected as a direct increase to equity in the amount of $425,000 and a decrease of taxes payable of $425,000. </FN> NOTE 9: STOCK OPTIONS In 1990, the Board of Directors of the Corporation adopted the 1990 Stock Option Plan covering an aggregate 708,624 shares (adjusted for subsequent stock dividends and the stock split) of the Corporation's common stock. Under the 1990 Stock Option Plan, options to purchase shares of the Corporation's common stock may be granted to certain key employees. The options may be incentive stock options or nonqualified stock options. If incentive options are granted, the exercise price of the options will be the fair market value of the shares on the date the option is granted. The exercise price of nonqualified stock options to be granted can be below the fair market value of the shares at the grant date. To date, all options granted have been at the fair market value of the shares at the grant date and are nontransferable and are exercisable in installments. As of December 31, 1999 105,478 shares were available for future grant. The options, with the exception of one grant, are fully vested after five years and expire after ten years. The other grant is fully vested after ten years. A summary of the status of the Corporation's stock option plan at December 31, 1999, 1998 and 1997, which presents changes during the years then ended is presented in the table below. Figures have been adjusted to reflect the 2-for-1 stock split issued July 10, 1998 and the 10% stock dividends given in February 1998 and March 1997. Weighted Weighted Weighted Average Average Average 1999 Exercise 1998 Exercise 1997 Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 580,540 $ 4.87 532,740 $ 3.48 526,098 $ 3.33 Granted 10,000 $23.38 64,641 $15.59 17,050 $10.63 Exercised 79,449 $ 3.29 16,841 $ 3.65 10,408 $ 3.10 Outstanding at end of year 511,091 $ 5.18 580,540 $ 4.87 532,740 $ 3.48 Exercisable at end of year 453,624 $ 4.27 510,009 $ 3.70 491,144 $ 3.34 Weighted average fair value of options granted during the year $12.41 $ 9.32 $ 4.83 Had the Corporation used the fair value method prescribed by SFAS 123 (See Note 1), the Corporation's net income and earnings per share would have been reduced to the pro forma amounts indicated below: 1999 1998 1997 Net Income: As reported $4,796,000 $4,228,000 $2,925,000 Pro forma 4,718,000 4,110,000 2,901,000 Basic Earnings per share: As reported $1.86 $1.70 $ 1.18 Pro forma 1.83 1.65 1.17 Diluted Earnings per share: As reported $ 1.61 $1.44 $1.03 Pro forma $ 1.59 $1.40 $1.02 The fair value of each option grant in 1999, 1998 and 1997, is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted-average assumptions used for grants in 1999, 1998 and 1997: risk-free rate of 6.70% for 1999, 7.00% for 1998 and 1997, no expected dividend yield, expected life of 8 years and expected volatility of 32.61% in 1999, 24.26% in 1998 and 17.84% in 1997. Because SFAS 123 method of accounting has not been applied to options granted prior to January 1, 1995, the resulting pro forma compensation cost, indicated above, may not be representative of that to be expected in future years. The following table summarizes information about stock options outstanding at December 31, 1999. Options Outstanding: Weighted Options Average Weighted Exercisable: Weighted Range of Number Contractual Average Number Average Exercise Outstanding Life Exercise Exercisable: Exercise Prices at 12/31/99 Remaining Years Price at 12/31/99 Price 2.79 - $ 9.92 440,091 2.79 $ 3.40 425,024 $ 3.37 $11.02 - $23.38 71,000 8.65 $ 18.47 28,600 $17.55 NOTE 10: COMMITMENTS AND CONTINGENCIES As of December 31, 1999 the approximate future minimum net rental payments under Non-cancellable operating leases for premises were as follows: Year Amount 2000 $ 772,000 2001 440,000 2002 370,000 2003 300,000 2004 274,000 Thereafter 1,541,000 Total $3,697,000 <FN> Rental expense for premises under operating leases included in occupancy expense was $612,000, $554,000, and $527,000, in 1999, 1998 and 1997 respectively. Minimum rentals may be adjusted for increases in the lessors' operating costs and/or increases in the Consumer Price Index. At December 31, 1999, the Bank had outstanding approximately $137,072,000 in undisbursed loan commitments and $950,000 in standby letters of credit, which are not reflected in the accompanying consolidated balance sheets. Management does not anticipate any material losses to result from these transactions. </FN> NOTE 11: DEFINED CONTRIBUTION PLAN Substantially all eligible, salaried employees of the Corporation are covered by a defined contribution plan. Employees may, up to prescribed limits, contribute to the plan. Portions of such contributions are matched by the Corporation. The Corporation also may elect to make a discretionary contribution to the plan based on the Corporation's earnings. The expense for this plan, for both matching and discretionary contributions, was $303,000, $244,000, and $162,000 in 1999, 1998, and 1997, respectively. Amounts vary from year to year based on such factors as employees entering and leaving the plan, profits earned by the Corporation, and variances of estimates from the final results. NOTE 12: OTHER NONINTEREST EXPENSE Other noninterest expense is comprised of the following: 1999 1998 1997 Data Processing $ 394,000 327,000 $ 336,000 Professional Fees 397,000 318,000 244,000 Business Development & Education 347,000 304,000 239,000 Telephone and Postage 345,000 291,000 265,000 Supplies 293,000 240,000 211,000 Marketing 316,000 208,000 151,000 Regulatory Fees 56,000 47,000 47,000 Other 1,427,000 1,226,000 908,000 TOTAL $3,575,000 $2,961,000 $2,401,000 NOTE 13: RESTRICTIONS ON SUBSIDIARY TRANSACTIONS The Bank is subject to legal limitations on the amount of dividends that can be paid to the Corporation without prior approval from regulatory authorities. The limitations for a given year equal the lesser of the Bank's net profits (as defined in the regulations) for the current year, combined with the retained net profits for the preceding two years or the Bank's retained earnings. Under these restrictions, $11,301,000 of the Bank's retained earnings were available for dividends at December 31, 1999. The Bank is subject to certain restrictions under the Federal Reserve Act, including restrictions on the extension of credit to affiliates. In particular, the Corporation is prohibited from borrowing from the Bank, unless the loans are secured by specified types of collateral. Such secured loans and other advances from the Bank are limited to 10% of the Bank's shareholders' equity. Under these provisions, secured loans and advances to the Corporation were limited to $2,639,000 as of December 31, 1999. The Corporation has never received such extensions of credit by the Bank. NOTE 14: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION A summary of the financial statements of BWC Financial Corp. (parent company only) follows: December 31, Summary Balance Sheets 1999 1998 Assets Cash on Deposit with the Bank $ 1,719,000 $ 1,007,000 Investment in the Bank 26,815,000 22,656,000 Investment in BWC Real Estate 895,000 680,000 Total Assets $ 29,429,000 $ 24,343,000 Liabilities Shareholders' Equity Common Stock $ 20,155,000 $ 19,002,000 Retained Earnings 9,274,000 5,341,000 Total Shareholders' Equity 29,429,000 24,343,000 Total Liabilities and Shareholders' Equity $ 29,429,000 $24,343,000 Summary Statements of Income For the year ended December 31, 1999 1998 1997 Expenses - General and Administrative $ 24,000 $ 74,000 $ 13,000 Loss before income taxes and equity in undistributed net income of Subsidiaries (24,000) (74,000) (13,000) Income tax benefit 9,000 28,000 5,000 Equity in undistributed net income of BWC Real Estate 215,000 340,000 162,000 Equity in undistributed net income of the Bank 4,596,000 3,934,000 2,771,000 Net Income $4,796,000 $4,228,000 $ 2,925,000 NOTE 14 (CONT.) Summary Statements of Cash Flows For the year ended December 31, Operating activities: 1999 1998 1997 Net Income $ 4,796,000 $ 4,228,000 $ 2,925,000 Adjustments to reconcile net income to net cash used by operating activities: Equity in undistributed net income of Subsidiaries (4,811,000) (4,274,000) (2,933,000) Taxes Payable -- -- -- Net Cash Used by Operating Activities: (15,000) (46,000) (8,000) Financing Activities: Proceeds from issuance of common stock 727,000 456,000 29,000 Cash paid in lieu of fractional shares -- -- (12,000) Shares repurchased by the Corporation -- (56,000) (37,000) Net Cash Provided(Used) by Financing Activities 727,000 400,000 (20,000) Increase(Decrease) in Cash 712,000 354,000 (28,000) Cash on Deposit with the Bank: Beginning of year 1,007,000 653,000 681,000 End of year $1,719,000 $1,007,000 $653,000 NOTE 15: REGULATORY MATTERS The Corporation and the Bank are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional, discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation and the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of the Corporation and the Bank's assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Corporation's and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total and Tier I Capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I Capital (as defined) to average assets (as defined). Management believes, as of December 31, 1999, that the Corporation and the Bank meet all capital adequacy requirements to which they are subject. As of December 31, 1999, the most recent notification from FDIC categorized the Corporation and the Bank as "Well Capitalized" under the regulatory framework for prompt corrective action. To be categorized as "Well Capitalized" the Corporation and the Bank must maintain minimum total risk-based, Tier I risk-based, Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution's category. The Corporation's and Bank's actual capital amounts and ratios are presented in the following table: Minimum Capital Minimum Actual Adequacy for Well Amount Ratio Requirements Capitalized As of December 31, 1999 Total Capital (to Risk Weighted Assets) Consolidated: $33,386,000 13.58% $21,438,000 > 8.0 $26,797,000 >10.0 Bank of Walnut Creek: $30,269,000 12.31% $19,672,000 > 8.0 $24,590,000 >10.0 Tier 1 Capital (to Risk Weighted Assets) Consolidated: $30,036,000 12.21% $10,719,000 > 4.0 $16,078,000 > 6.0 Bank of Walnut Creek: $27,195,000 11.06% $9,836,000 > 4.0 $14,754,000 > 6.0 Tier 1 Capital (to Average Assets) Consolidated: $30,036,000 10.66% $11,271,000 > 4.0 $14,088,000 > 5.0 Bank of Walnut Creek: $27,195,000 9.65% $11,271,000 > 4.0 $14,088,000 > 5.0 As of December 31, 1998 Total Capital (to Risk Weighted Assets) Consolidated: $26,049,000 12.17% $17,121,000 > 8.0 $21,401,000 >10.0 Bank of Walnut Creek: $25,042,000 11.70% $17,121,000 > 8.0 $21,401,000 >10.0 Tier 1 Capital (to Risk Weighted Assets) Consolidated: $23,327,000 10.90% $8,560,000 > 4.0 $12,840,000 > 6.0 Bank of Walnut Creek: $22,320,000 10.43% $8,560,000 > 4.0 $12,840,000 > 6.0 Tier 1 Capital (to Average Assets) Consolidated: $23,327,000 9.40% $9,925,000 > 4.0 $12,406,000 > 5.0 Bank of Walnut Creek: $22,320,000 9.00% $9,925,000 > 4.0 $12,406,000 > 5.0 NOTE 16: FASB 131 DISCLOSURE The Corporation is principally engaged in community banking activities through its seven Bank branches. In addition to its community banking activities, the Corporation provides mortgage brokerage services through its joint venture, BWC Mortgage Services. These activities are monitored and reported by Corporation management as a separate operating segment. As permitted under the Statement, the separate banking offices have been aggregated into a single reportable segment, Community Banking. The other operating segments do not meet the prescribed aggregation or materiality criteria and therefore are reported as "All Other" in the following table. The Corporation's community banking segment provides loans, leases and lines of credit to local businesses and individuals. This segment also derives revenue by investing funds that are not loaned to others in the form of loans, leases or lines of credit, into investment securities. The business purpose of BWC Mortgage Services is the origination and placement of long-term financing for real estate mortgages. Summarized financial information for the years ended December 31, 1999, 1998 and 1997 concerning the Corporation's reportable segments is shown in the following table. Community Mortgage 1999 Banking Services All Other Adjustments Total Total Interest Income $24,730,000 $63,000 ($9,000) $24,784,000 Commissions Received 3,108,000 3,108,000 Total Interest Expense 6,559,000 75,000 (9,000) 6,625,000 Salaries & Benefits 7,053,000 84,000 7,137,000 Commissions Paid 2,176,000 2,176,000 Segment Profit before Tax 7,509,000 698,000 (15,000) (350,000) 7,842,000 Total Assets (at December 31) $296,276,000 $974,000 $1,719,000 ($2,238,000) $296,731,000 Community Mortgage 1998 Banking Services All Other Adjustments Total Total Interest Income $21,862,000 $21,862,000 Commissions Received 3,744,000 3,744,000 Total Interest Expense 6,774,000 6,774,000 Salaries & Benefits 5,344,000 5,344,000 Commissions Paid 2,199,000 2,199,000 Segment Profit before Tax 6,405,000 1,097,000 (595,000) 6,907,000 Total Assets (at December 31) $264,758,000 $518,000 $1,007,000 ($1,384,000) $264,899,000 Community Mortgage 1997 Banking Services All Other Adjustments Total Total Interest Income $18,316,000 $18,316,000 Commissions Received 2,077,000 2,077,000 Total Interest Expense 5,770,000 5,770,000 Salaries & Benefits 4,737,000 4,737,000 Commissions Paid 1,201,000 1,201,000 Segment Profit before Tax 4,400,000 514,000 (260,000) 4,654,000 Total Assets (at December 31) $228,590,000 $150,000 $660,000 ($778,000) $228,622,000 NOTE 17: SFAS 133 In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 (SFAS 133), Accounting for Derivative Instruments and Hedging Activities. The Statement establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value. The Statement requires that changes in the derivative's fair value be recognized currently in earnings unless specific hedge accounting criteria are met. Special accounting for qualifying hedges allows a derivative's gains and losses to offset related results on the hedged item in the income statement and requires that a company must formally document, designate, and assess the effectiveness of transactions that receive hedge accounting. SFAS 133, as amended, was to have been effective for fiscal years beginning after June 15, 2000. A company may also implement the Statement as of the beginning of any fiscal quarter. The Corporation has no derivative or hedged instruments and, therefore, the implementation of this statement is not expected to have a material impact on the Corporation's financial position or results of operations. NOTE 18: QUARTERLY FINANCIAL INFORMATION (UNAUDITED) 1999 March 31, June 30, September 30, December 31, Interest income $5,734,000 $5,966,000 $6,294,000 $6,790,000 Interest expense 1,547,000 1,602,000 1,680,000 1,796,000 Net interest income 4,187,000 4,364,000 4,614,000 4,994,000 Provision for credit losses 150,000 150,000 150,000 150,000 Noninterest income 1,592,000 1,771,000 1,339,000 1,400,000 Noninterest expense 3,676,000 3,823,000 3,749,000 4,221,000 BWC Mortgage Services - Minority Interest 129,000 130,000 57,000 34,000 Income before income taxes 1,824,000 2,032,000 1,997,000 1,989,000 Provision for income taxes 704,000 790,000 779,000 773,000 Net income $1,120,000 $1,242,000 $1,218,000 $1,216,000 Earnings per common share: Basic $0.45 $0.48 $0.47 $0.47 Diluted $0.38 $0.42 $0.41 $0.41 Average Basic Shares 2,513,799 2,587,299 2,592,331 2,597,059 Average Diluted Share Equivalents Related to Options 441,472 390,409 399,983 379,080 Average Diluted Shares 2,955,271 2,977,708 2,992,314 2,976,139 1998 March 31, June 30, September 30, December 31, Interest income $5,069,000 $5,336,000 $5,785,000 $5,672,000 Interest expense 1,581,000 1,680,000 1,847,000 1,666,000 Net interest income 3,488,000 3,656,000 3,938,000 4,006,000 Provision for credit losses 150,000 225,000 225,000 225,000 Noninterest income 1,200,000 1,342,000 1,547,000 1,866,000 Noninterest expense 2,847,000 3,036,000 3,259,000 3,620,000 BWC Mortgage Services - Minority Interest 114,000 152,000 150,000 133,000 Income before income taxes 1,577,000 1,585,000 1,851,000 1,894,000 Provision for income taxes 611,000 611,000 737,000 720,000 Net income $966,000 $974,000 $1,114,000 $1,174,000 Earnings per common share: Basic $0.39 $0.39 $0.45 $0.47 Diluted $0.33 $0.33 $0.38 $0.40 Average Basic Shares 2,482,315 2,489,650 2,496,793 2,482,162 Average Diluted Share Equivalents Related to Options 424,118 443,127 446,532 441,015 Average Diluted Shares 2,906,433 2,932,777 2,943,325 2,923,177 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of BWC Financial Corp.: We have audited the accompanying consolidated balance sheets of BWC Financial Corp. (a California corporation) and Subsidiaries (the Corporation) as of December 31, 1999 and 1998, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1999. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BWC Financial Corp. and Subsidiaries as of December 31, 1999 and 1998, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1999 in conformity with generally accepted accounting principles. Arthur Andersen LLP San Francisco, California February 18, 2000 MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS The following is a summary of selected consolidated financial data for the five years ended December 31, 1999. The summary is followed by management's discussion and analysis of the significant changes in income and expense presented therein. This information should be read in conjunction with the consolidated financial statements and notes related thereto appearing elsewhere in this report. Summary of Earnings 1999 1998 1997 1996 1995 Interest Income $ 24,784,000 $ 21,862,000 $ 18,316,000 $ 13,238,000 $ 11,491,000 Interest Expense 6,625,000 6,774,000 5,770,000 3,764,000 3,410,000 Net Interest Income 18,159,000 15,088,000 12,546,000 9,474,000 8,081,000 Provision for Credit Losses 600,000 825,000 1,125,000 650,000 330,000 Net Interest Income after Provision for Credit Losses 17,559,000 14,263,000 11,421,000 8,824,000 7,751,000 Noninterest Income 6,102,000 5,955,000 3,729,000 2,732,000 1,136,000 Noninterest Expense 15,469,000 12,762,000 10,244,000 8,498,000 6,444,000 Minority Interest 350,000 549,000 252,000 157,000 -- Income Before Income Taxes 7,842,000 6,907,000 4,654,000 2,901,000 2,443,000 Provision for Income Taxes 3,046,000 2,679,000 1,729,000 973,000 823,000 Net Income $ 4,796,000 $ 4,228,000 $ 2,925,000 $ 1,928,000 $ 1,620,000 Diluted Earnings Per Share (1) $1.61 $1.44 $1.03 $0.64 $0.61 Average Diluted Shares (1) 2,975,583 2,926,428 2,842,772 3,034,922 2,636,636 Book Value Per Diluted Share (1) $9.89 $8.32 $6.84 $5.41 $5.65 Summary Balance Sheets at December 31 Cash and Due from Banks $ 12,593,000 $ 14,345,000 $ 17,412,000 $ 15,212,000 $ 11,377,000 Federal Funds Sold -- 2,300,000 4,350,000 -- 1,230,000 Other Short-Term Investments 25,000 35,000 48,000 26,000 10,000 Investment Securities 65,456,000 59,247,000 40,956,000 19,125,000 34,471,000 Loans, Net 209,493,000 183,058,000 161,002,000 138,878,000 99,776,000 Other Assets 9,164,000 5,914,000 4,854,000 4,015,000 3,733,000 Total Assets $296,731,000 $264,899,000 $228,622,000 $177,256,000 $150,597,000 Noninterest-bearing Deposits $ 76,958,000 $ 69,783,000 $ 59,354,000 $ 41,519,000 $ 36,854,000 Interest-bearing Deposits 181,711,000 168,357,000 147,625,000 114,125,000 97,747,000 Federal Funds Purchased 5,350,000 -- -- 3,600,000 -- Other Borrowed Funds 550,000 -- -- -- -- Other Liabilities 2,733,000 2,416,000 2,195,000 1,602,000 1,103,000 Shareholders' Equity 29,429,000 24,343,000 19,448,000 16,410,000 14,893,000 Total Liabilities and Shareholders' Equity $296,731,000 $264,899,000 $228,622,000 $177,256,000 $150,597,000 <FN> (1) All share and per-share amounts give effect to the 2-for-1 stock split of July 1998 and to the 10% stock dividends given in February 1998, March 1997, July 1996, and June 1995. </FN> MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS General 1999 The nation, and California, showed continued economic strength and growth throughout 1999. Economic analysts have pointed to productivity as the main reason for the longevity of our present expansion. Proponents of the "New Economy" believe that technology and new innovations will continue to push productivity to higher levels. Other economists and policy makers believe that productivity will gradually fall in the short run and that business cycles are very much alive. The consensus forecast calls for the economy to slow in 2000. Consumers continue their strong spending patterns but interest-sensitive markets will soften, most notably light-vehicle sales and housing. Investment spending in equipment will also slow. The trade sector will somewhat counter these slowdowns through improved exports. The net impact will be slower real GDP growth through the moderating growth of domestic demand. Economic growth will be closer to the long-run trend with unemployment remaining below 5.0 percent. BWC Financial Corp. enjoyed a growth of 12%, or $31,832,000, in total assets from the prior year. Total deposit growth was 9%, and loan growth was 14%. Net income increased 13% over 1998. The Corporation's mortgage brokerage joint venture, BWC Mortgage Services, continues to be a profitable addition to the Corporation. Net Income Net income in 1999 was $4,796,000 which represented an increase of $568,000 over 1998 net income. It reflects a return on average assets of 1.70% and a return on average equity of 17.93%. During 1998 the Corporation also achieved a return on average assets of 1.70% and a return on average equity of 19.29%. The Corporation's average earning assets increased $30,818,000 during 1999 as compared to 1998. Net income in 1997 was $2,925,000 which represented a 1.46% return on average assets and a return on average equity of 16.46%. Net Interest Income Interest income represents interest earned by the Corporation on its portfolio of loans and investment securities. Interest expense represents interest paid to the Corporation's depositors, as well as the temporary borrowing of Fed Funds on an occasional overnight basis. Net interest income is the difference between interest income on earning assets, and interest expense on deposits and other borrowed funds. The volume of loans and deposits and interest rate fluctuations resulting from various economic conditions may significantly affect net interest income. Total interest income in 1999 increased $2,922,000 over 1998. Of this increase, 115% was related to the increase in the volume of average earning assets in 1999 as compared to 1998 and -15% was related to a decrease in average interest rates. Total interest expense in 1999 decreased $149,000 over 1998. All of this decrease was related to a decrease in average interest rates between the respective periods. Based on the above factors affecting interest income and interest expense, net interest income increased $3,071,000 during 1999 as compared to 1998. Total interest income in 1998 increased $3,546,000 over 1997. Of this increase, 95% was related to the increase in the volume of average earning assets in 1998 as compared to 1997, and 5% was related to higher interest rates. Total interest expense in 1998 increased $1,004,000 over 1997. Of the increase, 105%, was due to the growth in interest bearing deposits between the respective periods, and -5% was due to lower interest rates. Based on the above factors affecting interest income and interest expense, net interest income increased $2,542,000 during 1998 as compared to 1997. Net Interest Margin Net interest margin is the ratio of net interest income divided by average earning assets. The Corporation's net interest margin for 1999 averaged 6.97%, which represents a 0.41% increase over the margin earned during 1998. During 1999 the prime rate averaged 7.99%, or 0.37% less than during 1998. The Corporation's net interest margin for 1998 was 6.56%, as compared to 6.82% during 1997. During 1998 the prime rate averaged 8.36% as compared to the average prime rate during 1997 of 8.44%. Provision for Credit Losses An allowance for credit losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated on loans, letters of credit, and commitments to extend credit. The allowance is increased by provisions charged to expense and reduced by net charge-offs. Management continually evaluates the economic climate, the performance of borrowers, and other conditions to determine the adequacy of the allowance. The ratio of the allowance for credit losses to total loans as of December 31, 1999 was 2.09%. Management considers the level of the allowance adequate to provide for losses. An additional provision of $600,000 was made during 1999 against net charge-offs of $53,000. The ratio of the allowance for credit losses to total loans as of December 31, 1998 was 2.14%. Management considers the level of the allowance adequate to provide for losses. An additional provision of $825,000 was made during 1998 against net recoveries of $158,000. Noninterest Income 1999 vs. 1998 Total noninterest income in 1999 was $147,000 greater than earned in 1998. The noninterest income of the Corporation includes BWC Mortgage Services commissions and their other operating income. The noninterest income associated with BWC Mortgage Services accounted for a decrease in noninterest income of $116,000 in 1999 as compared to 1998. For Bank of Walnut Creek, income from service charges increased $7,000 between the respective periods and Other Income increased $441,000. Gains on SBA loan sales accounted for approximately $100,000 of this increase and capitalization of the cash value of key man life insurance accounted for approximately $60,000. The Corporation had gains on sale of securities available for sale of $30,000, as compared to $216,000 in the prior year. 1998 vs. 1997 Total noninterest income in 1998 was $2,226,000 greater than earned in 1997. The growth and activities of BWC Mortgage Services accounted for an increase in noninterest income of $1,868,000 in 1998 as compared to 1997. For Bank of Walnut Creek, income from service charges increased $71,000 between the respective periods and Other Income increased $467,000. This increase was the result of income from the Corporation's mortgage subsidiary. In addition, due to increased funding needs late in the year the Corporation sold investment securities from its available for sale category, and realized gains of $216,000, as compared to $11,000 in the prior year. Noninterest Expense 1999 vs. 1998 Total noninterest expense in 1999 increased $2,707,000 over that of 1998. The noninterest expense of the Corporation includes BWC Mortgage Services sales commissions and their other operating expenses. The growth and activities associated with BWC Mortgage Services accounted for an increase in noninterest expense of $269,000 in 1999 as compared to 1998. Bank of Walnut Creek, officer and staff salaries reflect an increase of $1,709,000 over that of 1998. The increase between the two periods was related to salary and merit increases on existing staff, bonuses paid under incentive and performance plans, and to staff number increases. Due to expansion of the Bank's branch office network, and growth and expansion in departments, full time equivalent (FTE) averaged 102.5 as compared to 88.6 during 1998. Total occupancy expense increased $91,000 between the respective periods. This is partly related to the purchase of a new office in Livermore and expanded office space in Walnut Creek. It also reflects increases in operating leases and costs on other office space based on terms contained in lease contracts. Furniture and equipment expense increased $22,000 from the previous year, related primarily to expanded operations, additions, replacements, and service of equipment. Other operating expenses increased $615,000 over the comparable expenses in 1998. Most categories of operating expenses experienced increases, reflecting the growth and expansion of the Corporation and its activities. 1998 vs. 1997 Total noninterest expense in 1998 increased $2,518,000 over that of 1997. The growth and activities associated with BWC Mortgage Services accounted for an increase in noninterest expense of $1,286,000 in 1998 as compared to 1997. For Bank of Walnut Creek, officer and staff salaries reflect an increase of $607,000 over that of 1997. The increase between the two periods was related to salary and merit increases on existing staff and bonuses paid under incentive and performance plans and to staff number increases. Due to expansion of the Bank's branch office network, and growth and expansion in departments, full time equivalent (FTE) averaged 88.6 as compared to 81.3 during 1997. Total occupancy expense increased $43,000 between the respective periods. This is partly related to the opening of a new office in Livermore. It also reflects increases in operating leases and costs on other office space based on terms contained in lease contracts. Furniture and equipment expense increased $22,000 from the previous year, related primarily to expanded operations, additions, replacements, and service of equipment. Other operating expenses increased $560,000 over the comparable expenses in 1997. Most categories of operating expenses experienced increases, reflecting the growth and expansion of the Corporation and its activities. Capital Adequacy The Federal Deposit Insurance Corporation (FDIC) has established risk-based capital guidelines requiring banks to maintain certain ratios of "qualifying capital" to "risk-weighted assets". Under the guidelines, qualifying capital is classified into two Tiers, referred to as Tier 1 (core) and Tier 2 (supplementary) capital. Currently, the Bank's Tier 1 capital consists of shareholders' equity, while Tier 2 capital consists of the eligible allowance for credit losses. The Bank has no subordinated notes or debentures included in its capital. Risk-weighted assets are calculated by applying risk percentages specified by the FDIC to categories of both balance-sheet assets and off-balance-sheet assets. The Bank's Tier 1 and Total (which included Tier 1 and Tier 2) risk-based capital ratios surpassed the regulatory minimum of 8% at December 31, for both 1999 and 1998. The FDIC also has a leverage ratio requirement. This ratio supplements the risk-based capital ratios and is defined as Tier 1 capital divided by the quarterly average assets during the reporting period. The requirement established a minimum leverage ratio of 3% for the highest rated banks. The Bank's leverage ratio surpassed the regulatory minimum of 3% at December 31, for both 1999 and 1998. See Footnote 15 of the Consolidated Financial Statements. Liquidity Liquidity is a key aspect of the overall financial condition of a bank. The primary source of liquidity for the Corporation is its marketable securities, and federal funds sold. Marketable securities are investments of high grade, which may be sold with minimal risk of market loss. Cash, investment securities, and other temporary investments represent 26% of total assets at December 31, 1999 as compared to 29% of total assets at December 31, 1998. The Corporation's management has an effective asset and liability management program, and carefully monitors its liquidity on a continuing basis, including undisbursed loan commitments and future payments receivable. Additionally, the Corporation has available from correspondent banks, federal fund lines of credit totaling $15,000,000. Year 2000 Issues & Status Report The Corporation is pleased to report that it experienced no system hardware or software failures or interruptions due to year 2000 (Y2K) issues. The year 2000 created challenges with respect to the automated systems used by financial institutions and other companies. Many software programs were not able to recognize the year 2000, since many programs and systems were designed to store calendar years in the 1900's by assuming the "19" and storing only the last two digits of the year. For example, these automated systems would recognize a year stored as "00" as the year "1900," rather than as the year 2000. If these automated systems were not appropriately re-coded, updated, or replaced before the year 2000, they could likely confuse data, crash, or fail in some manner. The Corporation was committed to addressing these year 2000 challenges in a prompt and responsible manner and dedicated resources to do so. Management completed an assessment of its automated systems and implemented a plan to resolve these issues, including purchasing appropriate computer technology. The total costs associated with Y2K preparedness were approximately $800,000. Most of this investment represents expenditures for systems and equipment that will be used by the Corporation for years to come. It also reflects replacement of systems or equipment that would have required upgrading within a few years, in any event. Based on previous tests of our systems, and their successful performance over the century-date-change, the Corporation does not anticipate any disruptions related to future-date change events. The contingency plans that the Corporation developed for the Y2K event will serve as an operating guide for our Corporation to use in most disaster situations. Common Stock Prices The common stock of BWC Financial Corp. is traded on the NASDAQ exchange. At December 31, 1999, BWC Financial Corp. had 395 shareholders of record. At December 31, 1998, BWC Financial Corp. had 403 shareholders of record. The shareholders of BWC Financial Corp. will be entitled to receive dividends when and as declared by its Board of Directors, out of funds legally available, subject to the dividend preference, if any, on preferred shares that may be outstanding and also subject to the restrictions of the California General Corporation Law. There are no preferred shares outstanding at this time. It is not anticipated that any cash dividends will be declared in the foreseeable future. The high and low bid quotations for 1999 and 1998 were: 1999 1st Quarter $19.000 - $22.250 2nd Quarter $18.125 - $24.250 3rd Quarter $21.000 - $24.500 4th Quarter $19.250 - $22.000 1998 1st Quarter $16.500 - $19.875 2nd Quarter $20.500 - $22.250 3rd Quarter $18.875 - $28.000 4th Quarter $16.000 - $22.125 Stock prices have been adjusted to reflect the 2-for-1 stock split granted to shareholders July 10, 1998. A 10% stock dividend was granted to shareholders of record on February 2, 1998. Common stock prices have not been adjusted to reflect the above stock dividends. Interest Rate Risk Management Movement in interest rates can create fluctuations in the Corporation's income and economic value due to an imbalance in the re-pricing or maturity of assets or liabilities. The components of interest rate risk which are actively measured and managed include: re-pricing risk, and the risk of non-parallel shifts in the yield curve. Interest rate risk exposure is actively managed with the goal of minimizing the impact of interest rate volatility on current earnings and on the market value of equity. In general, the assets and liabilities generated through ordinary business activities do not naturally create offsetting positions with respect to re-pricing or maturity characteristics. Therefore, the Corporation uses a variety of measurement tools to monitor and control the overall interest rate risk exposure of the on-balance-sheet positions. For each measurement tool, the level of interest rate risk created by the assets and liabilities are a function primarily of their contractual interest rate re-pricing dates and contractual maturity (including principal amortization) dates. The Corporation employs a variety of modeling tools to monitor interest rate risks. One of the earlier and more basic models is GAP reporting. The net difference between the amount of assets and liabilities within a cumulative calendar period is typically referred to as the "rate sensitivity position." The Corporation's policy is to maintain the cumulative one-year Gap ratio (assets to liabilities) within a .95 to a 1.25 range. The following table details the Corporation's static Gap position. As of December 31, 1999, the cumulative one-year Gap ratio of assets to liabilities was 1.21. As part of the Gap analysis to help manage interest rate risk, the Corporation also performs an earnings simulation analysis to identify the interest rate risk exposures resulting from the Corporation's asset and liability positions, such as its loans, investment securities and customer deposits. The earnings simulation analysis as of December 31, 1999 estimated that a 2% interest rate shock (decrease) could lower pretax earnings by $559,000, which was 11.66% of 1999 pretax net income. This earnings simulation does not account for the potential impact of loan prepayments, deposit drifts, or other balance sheet movements in response to modeled changes in interest rates, and the resulting effect, if any, on the Corporation's simulated earnings analysis. INTEREST RATE SENSITIVITY (in thousands except share and per share data) Proper management of the rate sensitivity and maturities of assets and liabilities is required to provide an optimum and stable net interest margin. Interest rate sensitivity spread management is an important tool for achieving this objective and for developing strategies and means to improve profitability. The schedules shown below reflect the interest rate sensitivity position of the Corporation as of December 31, 1999. Management believes that the sensitivity ratios reflected in these schedules fall within acceptable ranges, and represent no undue interest rate risk to the future earning prospects of the Corporation. 3 3-6 12 1-5 Over 5 Repricing within: Months Months Months Years Years Totals Federal funds sold & Short Term Investments $ 25 $ -- $ -- $ -- $ -- $ 25 Investment securities 4,506 1,109 6,293 43,252 10,296 65,456 Construction & real estate loans 91,840 6,461 2,807 1,235 100 102,443 Commercial loans 54,369 4,521 10,006 1,513 -- 70,409 Consumer Loans 32,340 284 393 1,110 -- 34,127 Leases 762 827 1,580 3,811 -- 6,980 Interest-bearing assets 183,842 13,202 21,079 50,921 10,396 279,440 Savings and NOW accounts $ 38,059 $ -- $ -- $ -- $ -- $ 38,059 Money market accounts 93,439 -- -- -- -- 93,439 Time deposits <$100,000 8,798 11,818 7,427 1,311 -- 29,354 Time deposits >$100,000 9,252 6,663 4,742 202 -- 20,859 Interest-bearing liabilities 149,548 18,481 12,169 1,513 -- 181,711 Rate sensitive gap $ 34,294 $ (5,279) $ 8,910 $ 49,408 $ 10,396 $ 97,729 Cumulative rate sensitive gap $ 34,294 $ 29,015 $ 37,925 $ 87,333 $ 97,729 Cumulative rate sensitive ratio 1.23 1.17 1.21 1.48 1.54