UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the quarterly period ended March 31, 1998.
Commission File Number 0-10658
BWC FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-262100
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1400 Civic Drive, Walnut Creek, California _ 94596 __
(Address of principal executive offices)
(510) 932-5353
(Registrant's telephone number: (including area code)
N/A
(Former name, former address, and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No _____
APPLICABLE ONLY TO ISSUERS INVOLVED
IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1924 subsequent to the distribution of securities under a
plan confirmed by court. Yes No _____
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock as the latest practicable date. As of March 31, 1998, there
were 1,234,162 shares of common stock, no par value outstanding.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION
PAGE
Item 1 Consolidated Balance Sheets 3
Consolidated Statements of Income 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6-7
Item 2 Management's Discussion and Analysis
of Results of Operations 8-11
Interest Rate Sensitivity Table 12
PART II - OTHER INFORMATION
Item 1 Legal Proceedings 13
Item 2 Changes in Securities 13
Item 3 Defaults Upon Senior Securities 13
Item 4 Submission of Matters to a Vote of
Security Holders 13
Item 5 Other Materially Important Events 13
Item 6 Exhibits and Reports on Form 8-K 13
Signatures 14
BWC FINANCIAL CORP.
CONSOLIDATED BALANCE SHEETS
March 31, December 31,
ASSETS 1998 1997
(Unaudited)
Cash and Due From Banks $12,850,000 $17,745,000
Federal Funds Sold $6,400,000 $4,350,000
Other Short Term Investments 364,000 48,000
Total Cash and Cash Equivalents 19,614,000 22,143,000
Investment Securities:
Available for Sale 35,976,000 33,062,000
Held to Maturity (approximate fair value of
$9,074,000 in 1998 and $7,950,000 in 1997) 9,018,000 7,894,000
Loans, Net of Allowance for Credit Losses of $3,251,000
in 1998 and $2,936,000 in 1997. 160,590,000 161,002,000
Bank Premises and Equipment, Net 1,394,000 1,455,000
Interest Receivable and Other Assets 3,533,000 3,367,000
Total Assets $230,125,000 $228,923,000
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Deposits:
Noninterest-bearing $55,654,000 $59,847,000
Interest-bearing:
Money Market Accounts 48,761,000 44,406,000
Savings and NOW Accounts 31,074,000 29,755,000
Time Deposits:
Under $100,000 39,121,000 36,829,000
$100,000 or more 32,624,000 36,635,000
Total Interest-bearing 151,580,000 147,625,000
Total Deposits 207,234,000 207,472,000
Federal Funds Purchased -- --
Interest Payable and Other Liabilities 2,446,000 2,003,000
Total Liabilities 209,680,000 209,475,000
COMMITMENTS AND CONTINGENT LIABILITIES
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 -
1,122,780 shares in 1997 and 1,016,598 in 1996. 18,609,000 18,603,000
Retained Earnings 1,672,000 706,000
Capital adjustment on available-for-sale securities 164,000 139,000
Total Shareholders' Equity 20,445,000 19,448,000
Total Liabilities and Shareholders' Equity $230,125,000 $228,923,000
<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
BWC FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months
Ended March 31,
1998 1997
INTEREST INCOME (Unaudited) (Unaudited)
Loans, Including Fees $4,367,000 $3,611,000
Investment Securities:
Taxable 486,000 157,000
Non-taxable 102,000 106,000
Federal Funds Sold 114,000 53,000
Total Interest Income 5,069,000 3,927,000
INTEREST EXPENSE
Deposits 1,580,000 1,177,000
Fed Funds Purchased 1,000 3,000
Total Interest Expense 1,581,000 1,180,000
NET INTEREST INCOME 3,488,000 2,747,000
PROVISION FOR CREDIT LOSS 150,000 225,000
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES 3,338,000 2,522,000
NONINTEREST INCOME
Service Charges on Deposit Accounts 190,000 184,000
Investment Securities Gains, Net 27,000 --
Fees and Other 249,000 213,000
Total Noninterest Income 466,000 397,000
NONINTEREST EXPENSE
Salaries and Related Benefits 1,270,000 1,154,000
Occupancy 208,000 195,000
Furniture and Equipment 144,000 128,000
Other 649,000 540,000
Total Noninterest Expense 2,271,000 2,017,000
INCOME BEFORE INCOME TAXES 1,533,000 902,000
Provision for Income Taxes 567,000 311,000
NET INCOME $966,000 $591,000
Other Comprehensive Income, net of tax:
Adjustment for available-for-sale securities $25,000 ($77,000)
TOTAL COMPREHENSIVE INCOME $991,000 $514,000
Earnings per share based on Net Income figures:
Basic Earnings Per Share $0.78 $0.48
Diluted Earnings Per Share $0.67 $0.42
Average Basic Shares 1,233,494 1,233,653
Average Diluted Share Equivalents Related to Options 212,308 183,849
Average Diluted Shares 1,445,802 1,417,502
<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
BWC FINANCIAL CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,
1998 1997
OPERATING ACTIVITIES:
Net Income $966,000 $591,000
Adjustments to reconcile net income to
net cash provided(used):
Amortization of loan fees (362,000) (286,000)
Provision for credit losses 150,000 225,000
Depreciation and amortization 97,000 93,000
Increase in accrued interest receivable
and other assets (166,000) (48,000)
Increase in accrued interest payable
and other liabilities 449,000 321,000
Net Cash Provided(Used) by Operating Activities 1,134,000 896,000
INVESTING ACTIVITIES:
Proceeds from maturities of investment securities 1,000,000 1,059,000
Proceeds from the sales of investment securities 4,998,000 --
Purchase of investment securities (10,004,000) --
Loans originated, net of collections 623,000 (853,000)
Purchase of bank premises and equipment (35,000) (108,000)
Net Cash Used by Investing Activities (3,418,000) 98,000
FINANCING ACTIVITIES:
Net increase(decrease) in deposits (238,000) 8,395,000
Decrease in Fed Funds Purchases -- (3,600,000)
Cash paid in lieu of fractional shares (7,000) (5,000)
Net Cash Provided(Used) by Financing Activities (245,000) 4,790,000
CASH AND CASH EQUIVALENTS:
Increase(decrease)in cash and cash equivalents (2,529,000) 5,784,000
Cash and cash equivalents at beginning of year 22,143,000 15,409,000
Cash and Cash Equivalents at period end $19,614,000 $21,193,000
ADDITIONAL CASH FLOW INFORMATION:
Interest Paid $1,483,000 $1,038,000
Income Taxes Paid $210,000 $47,000
<FN>
The accompanying notes are an integral part of these consolidated statements.
</FN>
BWC FINANCIAL CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. CONSOLIDATED FINANCIAL STATEMENTS
In the opinion of management, the unaudited interim consolidated
financial statements contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position at
March 31, 1998 and the results of operations for the three months ended March
31, 1998 and 1997 and cash flows for the three months ended March 31, 1998 and
1997.
Certain information and footnote disclosures presented in the
Corporation's annual consolidated financial statements are not included in
these interim financial statements. Accordingly, the accompanying unaudited
interim consolidated financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Corporation's 1997 Annual Report to Shareholders, which is incorporated by
reference in the Company's 1997 annual report on Form 10-K. The results of
operations for the three months ended March 31, 1998 are not necessarily
indicative of the operating results for the full year.
Diluted earnings per share is computed using the weighted average
number of shares outstanding during the period, adjusted for the dilutive
effect of stock options and stock dividends.
2. INVESTMENT SECURITIES AND OTHER SHORT TERM INVESTMENTS
The amortized cost and approximate market value of investment
securities at March 31, 1998 are as follows:
Gross
Amortized Unrealized Market
Cost Gain Value
Held-to-maturity
Obligations of State and
Political Subdivisions $ 9,018,000 $ 56,000 $ 9,074,000
Available-for-sale
Taxable Obligations of
State & Political
Subdivisions $10,111,000 $ 86,000 $10,197,000
U.S. Treasury Securities $ 9,047,000 $ 64,000 $ 9,111,000
U.S. Government Agencies $16,570,000 $ 98,000 $16,668,000
Total Available-for-sale #35,728,000 $ 248,000 $35,976,000
For the three months ended March 31, 1998, the Bank did not sell any
investment securities, however, a number of securities were called.
The following table shows the amortized cost and estimated market value
of investment securities by contractual maturity at March 31, 1998.
Held-to-Maturity Available-for-Sale
Amortized Market Amortized Market
Cost Value Cost Value
Within one year $ 2,005,000 $2,013,000 $ 3,494,000 $ 3,506,000
After one but within
five years $ 5,246,000 $5,286,000 $20,232,000 $20,375,000
Over five years $ 1,767,000 $1,775,000 $12,002,000 $12,095,000
3. ALLOWANCE FOR CREDIT LOSSES
For the Three months Ended
March 31,
1998 1997_
Allowance for credit losses at
beginning of period $2,936,000 $1,893,000
Chargeoffs (24,000) (45,000)
Recoveries 189,000 8,000
Net chargeoffs 165,000 (37,000)
Provisions 150,000 225,000
Allowance for credit losses at
end of period $3,251,000 $2,081,000
Ratio of allowance for credit
losses to loans 1.98% 1.47%
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
Net Income
Net income for the first three months in 1998 of $966,000 was $375,000
greater then the first three months in 1997. This represented a return on
average assets during the quarter of 1.72%, and a return on average equity
of 19.37%.
Net income for the first three months in 1997 of $591,000 was $128,000
greater then the first three months in 1996. This represented a return on
average assets during the quarter of 1.32%, and a return on average equity
of 14.19%.
Net interest income increased $741,000 during the first quarter of 1998 as
compared to 1997, and noninterest income increased $69,000. Noninterest
expense increased $254,000 between the respective periods, and the provision
for credit losses decreased $75,000. The provision for income taxes
increased $256,000 between the respective periods.
Earning assets averaged $209,933,000 during the first quarter of 1998, an
increase of $46,617,000 from the comparable quarter of 1997. During this
same period, loans averaged $161,635,000 and deposits averaged $203,125,000;
as compared to $140,443,000 in average loans and $157,399,000 in average
deposits during the first quarter of 1997.
Diluted earnings per average common share, adjusted for a 10% stock dividend
to shareholders of record February 2, 1998 and March 31, 1997, was $0.67 for
the first three months of 1998, as compared to $0.42 for the first three
months of 1997.
Net Interest Income
Interest income represents the interest earned by the Corporation on its
portfolio of loans, investment securities, and other short term investments.
Interest expense represents interest paid to the Corporation's depositors,
as well as to others from whom the Corporation borrows funds on a temporary
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 caused by
economic conditions greatly affect net interest income.
Net interest income during the first three months of 1998 was $3,488,000, or
$741,000 greater than the comparable period in 1997. This increase is
primarily the result of increases in volume of funds rather than in rates.
Based on the volume increase alone, net interest income increased by
$619,000 over the comparable quarter in 1997. An additional $122,000 was
earned due to an increase in the net interest margin.
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 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 ratio of the allowance for credit losses to total loans as of March 31,
1998, was 1.98% as compared to 1.47% for the period ending March 31, 1997.
Industry standards for this ratio generally range between 1% to 1.5%. The
Corporation's ratios for both periods reflect a conservative attitude on the
part of management, and is considered adequate to provide for potential
future losses.
The Corporation had net recoveries of $165,000 during the first quarter of
1998 as compared to net losses of $38,000 during the comparable period in
1997.
The following table provides information on past due and nonaccrual loans:
For the Three Months Ended
March 31,
1998 1997
Loans Past Due 90 Days or More $ 3,000 $ --
Nonaccrual Loans 484,000 241,000
Total $ 487,000 $ 241,000
As of March 31, 1998 and 1997, no loans were outstanding that had been
restructured. No interest earned on nonaccrual loans that was recorded in
income during 1998 remains uncollected. Interest foregone on nonaccrual
loans was approximately $9,000, and $29,000 as of March 31, 1998 and 1997
respectively.
Noninterest Income
Noninterest income during the first quarter of 1998 was $69,000 greater than
earned during the comparable quarter of 1997. The increase in 1998 was
reflected in increases in all categories. Service charge income increased
$6,000 over the comparable period in 1997, and fees and other income
increased $36,000. There were also gains on securities which were called, of
$27,000 during the first quarter of 1998 with no comparable gains on called
or sold securities during the first quarter of 1997.
Noninterest Expense
Salaries and related benefits are $116,000 greater during the first quarter
of 1998 as compared to 1997. This increase is related to general merit
increases, performance bonuses and growth of operations. Staff averaged
80.2 FTE (full time equivalent) persons during the first quarter of 1998 as
compared to 77.6 FTE in 1997. Occupancy expense increased $13,000 over the
comparable period in 1997 related to CPI and operating increases. Total
Furniture and Equipment expense increased $16,000 as compared to the 1997
period, reflecting the corporation's growth and technological investments.
Other Expense reflects an increase of $109,000 between the respective
periods and is related to the corporation's growth and expanded activities.
Other Real Estate Owned
As of March 31, 1997, the Corporation had no Other Real Estate Owned assets
(assets acquired as the result of foreclosure on real estate collateral) on
its books.
Capital Adequacy
In 1989, the Federal Deposit Insurance Corporation (FDIC) 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 loan 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 4% and 8% at March 31
for both 1998 and 1997. At year-end 1990, the FDIC also adopted 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 following table shows the Corporation's risk-based capital ratios and
leverage ratio as of March 31, 1997, December 31, 1996, and March 31, 1996.
Risk-based capital ratios: Capital Ratios
Minimum
Current guidelines March 31, December 31, March 31, regulatory
1998 1997 1997 requiments
Tier 1 capital 10.65% 10.90% 10.56% 4.00%
Total capital 11.91% 12.15% 11.81% 8.00%
Leverage ratio 8.57% 9.64% 9.20% 3.00%
Liquidity
Liquidity is a key aspect in the overall fiscal health of a financial
corporation. The primary source of liquidity for BWC Financial Corp. is its
investable securities and Federal Funds sold. Cash, investment securities,
and other temporary investments represented 28% of total assets at March 31,
1998 and 21% at March 31, 1997 The Corporation's management has an
effective asset and liability management program, and carefully monitors its
liquidity on a continuing basis. Additionally, the Corporation has
available from correspondent banks Federal Fund lines of credit totaling
$13,000,000.
SFAS No. 130
On January 1, 1998 the Corporation adopted Statement of Financial Accounting
Standards No. 130, Reporting Comprehensive Income. This statement
establishes standards for the reporting and display of comprehensive income
and its components in the financial statements. Comprehensive income is
defined as the change in equity of a business enterprise during a period
from transactions and other events and circumstances from nonowner sources.
For the Corporation, comprehensive income includes net income reported on
the income statement and changes in the fair value of its available for
sale securities reported as a component of shareholder's equity.
The Corporation's comprehensive income for the period is reflected in the
Corporation's consolidated statements of income.
General
Total assets of the Corporation at March 31, 1998 of $230,125,000 increased
$47,135,000 as compared to March 31, 1997. Total loans of $163,841,000 at
March 31, 1998 increased $21,967,000 during the same period. Total deposits
of $207,234,000 increased $42,948,000 during the same period. Although
total assets at March 31, 1998 increased only $1,101,000 from year end 1997
and total deposits are relatively unchanged from last year end, this is a
typical situation for the Corporation's account structure at the end of the
first quarter. Year end loan and deposit totals of the Bank are normally
high due to cash flow activities of the Bank's corporate clients.
Activities include such things as bonus programs, increased inventory,
increased receivables, and related increased borrowings and cash positions.
A more accurate reflection of the Corporation's growth trends is a
comparison of the quarterly average assets, loan and deposit totals. Total
assets averaged $224,442,000 for the first quarter of 1998 as compared to
$219,686,000 for the fourth quarter of 1997. Likewise, loans averaged
$161,635,000 and deposits averaged $203,125,000 during the first quarter of
1998 as compared to $157,431,000 for loans and $199,381,000 for deposits
during the fourth quarter of 1997. As represented in these quarterly average
figures, the Corporation continues to enjoy a steady growth in its
operations.
The Corporation's loan to deposit ratio as of March 31, 1998 was 79%, as
compared to 86% on March 31, 1997.
Other Short Term Investments are investments in a mutual fund operated by
Federated Funds Investments and comprised of short term US Treasury
Securities. Investments are done on a daily basis and are similar in
liquidity to Fed Funds Investments, but carry a slightly higher yield.
The Corporation's Mortgage Brokerage Subsidiary, and the Bank's SBA Division
and Business Financing Division are all positive contributors to the income
growth of the Corporation this year.
INTEREST RATE SENSITIVITY
(in thousands except share and per share data)
<FN>
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 March 31, 1998. Management believes that the sensitivity ratios
reflected in these schedules fall within acceptable ranges, and represent no undue interest rate
risk to the future earnings prospects of the Corporation.
</FN>
3 3-6 12 1-5 Over 5
Repricing within: months months months years years Totals
ASSETS:
Federal funds sold & Short Term Inv. $6,400 $0 $0 $0 $0 $6,400
Investment securities $1,516 $2,189 $1,806 $25,621 $13,862 $44,994
Construction & real estate loans $66,179 $9,296 $6,195 $252 $572 $82,494
Commercial loans $46,745 $4,579 $910 $615 $46 $52,895
Consumer loans $24,445 $425 $892 $2,674 $16 $28,452
Real estate mortgages
Interest-bearing assets $145,285 $16,489 $9,803 $29,162 $14,496 $215,235
Savings and Now accounts $31,074 $0 $0 $0 $0 $31,074
Money market accounts $48,761 $0 $0 $0 $0 $48,761
Time deposits <$100,000 $15,770 $8,569 $12,265 $2,513 $5 $39,122
Time deposits >$100,000 $16,161 $6,654 $8,460 $1,349 $0 $32,624
Interest-bearing liabilities $111,766 $15,223 $20,725 $3,862 $0 $151,581
Rate sensitive gap $33,519 $1,266 ($10,922) $25,300 $14,496 $63,654
Cumulative rate sensitive gap $33,519 $34,785 $23,863 $49,163 $63,659
Cumulative position to average
earning assets 15.57% 16.16% 11.09% 22.84% 29.58%
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
None
Item 2 - Changes in Securities
None
Item 3 - Defaults Upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Materially Important Events
None
Item 6 - Exhibits and Reports on Form 8-K
None
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BWC FINANCIAL CORP.
(Registrant)
___________________________ _________________________________
Date James L. Ryan
Chairman and Chief Executive Officer
______________________ ________________________________
Date Leland E. Wines
CFO and Corp. Secretary