SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended March 31, 2001
--------------
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 0-13287
CIVIC BANCORP
2101 Webster Street, 14th Floor
Oakland, CA 94612
(510) 836-6500
Incorporated in California I.R.S. Employer Identification No.
68-0022322
The number of shares of common stock outstanding as of the close of business on
May 5, 2001:
Class Number of Shares Outstanding
----- ----------------------------
Common Stock 5,253,275
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 ___
---
1
CIVIC BANCORP
AND
SUBSIDIARY
Index to Form 10-Q Page Number
-----------
PART I. Item 1. Financial Statements
Consolidated Balance Sheets
March 31, 2001 and December 31, 2000 3
Consolidated Statements of Income -
Three Months Ended March 31, 2001 and
March 31, 2000 4
Consolidated Statements of Cash Flows -
Three Months Ended March 31, 2001 and
March 31, 2000 5
Consolidated Statements of Comprehensive
Income - Three Months Ended March 31, 2001
and March 31, 2000 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 17
PART II. Other Information 18
SIGNATURES 19
2
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements
CIVIC BANCORP AND SUBSIDIARY
----------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
Unaudited
(In thousands except shares)
March 31, December 31,
2001 2000
------- -------
ASSETS
- ------
Cash and due from banks $ 28,842 $ 25,692
Federal funds sold 51,500 --
-------- --------
Total cash and cash equivalents 80,342 25,692
Securities available for sale 22,229 28,369
Securities held to maturity
(market value of $43,123
and $46,679, respectively) 42,319 46,367
Other securities 2,170 1,722
Loans:
Commercial 212,313 235,532
Real estate-construction 4,581 4,427
Real estate-other 116,179 115,693
Installment and other 21,740 22,467
-------- --------
Total loans 354,813 378,119
Less allowance for loan losses 6,706 6,573
-------- --------
Loans - net 348,107 371,546
Intangible assets - net 11,855 12,092
Interest receivable and other assets 9,398 10,106
Leasehold improvements and equipment - net 2,501 2,401
-------- --------
TOTAL ASSETS $518,921 $498,295
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
LIABILITIES
Deposits:
Noninterest-bearing $ 78,113 $ 89,090
Interest-bearing:
Checking 10,427 9,090
Money market 222,550 210,178
Time and savings 143,431 120,837
-------- --------
Total deposits 454,521 429,195
Other borrowings -- 6,100
Accrued interest payable and other liabilities 8,570 9,218
-------- --------
Total liabilities 463,091 444,513
COMMITMENTS AND CONTINGENCIES -- --
SHAREHOLDERS' EQUITY
Preferred stock no par value; authorized,
10,000,000 shares; none issued or outstanding
Common stock no par value; authorized,
10,000,000 shares; issued and outstanding,
5,253,275 and 5,203,254 shares 38,697 38,227
Retained earnings, (subsequent to July 1, 1996
date of quasi-reorganization, total deficit
eliminated $5.5 million) 16,920 15,395
Accumulated other comprehensive income - net 213 160
-------- --------
Total shareholders' equity 55,830 53,782
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $518,921 $498,295
======== ========
See accompanying notes to unaudited consolidated financial statements
3
CIVIC BANCORP AND SUBSIDIARY
----------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
Unaudited
(Dollars in thousands except shares and per share amounts)
Three Months Ended March 31,
--------------------------------------
2001 2000
---------- -----------
INTEREST INCOME:
Loans $ 8,532 $ 7,544
Securities available for sale, securities held
to maturity and other securities 886 880
Tax exempt securities 259 247
Federal funds sold 416 72
---------- ----------
Total interest income 10,093 8,743
INTEREST EXPENSE:
Deposits 2,937 2,288
Other borrowings 3 67
---------- ----------
Total interest expense 2,940 2,355
---------- ----------
NET INTEREST INCOME 7,153 6,388
Provision for loan losses 225 150
---------- ----------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 6,928 6,238
---------- ----------
NONINTEREST INCOME:
Customer service fees 441 308
Other 128 44
---------- ----------
Total noninterest income 569 352
NONINTEREST EXPENSE:
Salaries and employee benefits 3,117 2,632
Occupancy 414 321
Equipment 381 289
Goodwill and core deposit amortization 237 86
Telephone and postage 137 109
Consulting fees 72 72
Data processing services 130 104
Marketing 46 59
Legal fees 76 55
Other 431 422
---------- ----------
Total noninterest expense 5,041 4,149
---------- ----------
INCOME BEFORE INCOME TAXES 2,456 2,441
Income tax expense 931 936
---------- ----------
NET INCOME $ 1,525 $ 1,505
========== ==========
BASIC EARNINGS PER COMMON SHARE $ 0.29 $ 0.29
========== ==========
DILUTED EARNINGS PER COMMON SHARE $ 0.28 $ 0.28
========== ==========
Weighted average shares outstanding used
to compute basic earnings per common share 5,232,224 5,166,654
Dilutive effects of stock options 158,354 116,970
---------- ----------
Total weighted average shares outstanding used
to compute diluted earnings per common share 5,390,578 5,283,624
========== ==========
See accompanying notes to unaudited consolidated financial statements
4
CIVIC BANCORP AND SUBSIDIARY
----------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
Unaudited
(In thousands)
Three Months Ended March 31,
----------------------------
2001 2000
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,525 $ 1,505
Adjustments to reconcile net income to
net cash provided by (used in) operating activities:
Provision for loan losses 225 150
Depreciation and amortization 343 353
Increase in deferred loan fees 8 357
Change in assets and liabilities:
Decrease (increase) in interest receivable and other assets 708 (4,304)
(Decrease) increase in accrued interest payable and other liabilities (683) 892
-------- --------
Net cash provided by (used in) operating activities 2,126 (1,047)
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures (360) (645)
Net decrease (increase) in loans 23,206 (68,749)
Acquisition, net of cash acquired -- (7,872)
Activities in securities held to maturity:
Proceeds from maturing securities 4,005 180
Purchases of securities (448) (3,323)
Activities in securities available for sale:
Proceeds from maturing securities 6,425 8,000
Purchases of securities -- (13,216)
-------- --------
Net cash used by investing activities 32,828 (85,625)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options 470 279
(Repayments) proceeds from short-term borrowing (6,100) 8,875
Net increase in deposits 25,326 87,498
-------- --------
Net cash provided by financing activities 19,696 96,652
-------- --------
Net increase in cash and cash equivalents 54,650 9,980
Cash and cash equivalents at beginning of period 25,692 19,705
-------- --------
Cash and cash equivalents at end of period $ 80,342 $ 29,685
======== ========
Cash paid during period for:
Interest $ 2,972 $ 2,157
======== ========
Income taxes $ -- $ 151
======== ========
Supplemental schedule of non-cash investing activity:
Fair value of assets acquired $ -- $ 87,219
Liabilities assumed $ -- $ 72,614
Cash paid for capital stock $ -- $ 14,605
See accompanying notes to unaudited consolidated financials statements
5
CIVIC BANCORP AND SUBSIDIARY
----------------------------
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
-----------------------------------------------
Unaudited
(In thousands)
Three Months Ended March 31,
-------------------------------
2001 2000
--------- ---------
Net Income $ 1,525 $ 1,505
Other Comprehensive Income (loss):
Unrealized gain/(loss) on securities available for sale 88 (17)
Income tax (benefit) related to unrealized loss
on securities available for sale (35) 7
--------- ---------
Other Comprehensive Income (loss): 53 (10)
--------- ---------
COMPREHENSIVE INCOME $ 1,578 $ 1,495
========= =========
See notes to unaudited consolidated financial statements
6
CIVIC BANCORP AND SUBSIDIARY
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The unaudited consolidated financial statements of Civic BanCorp, (the
Company), and its subsidiary bank, CivicBank of Commerce, have been prepared
in accordance with generally accepted accounting principles and according to
the instructions to Form 10-Q. In the opinion of management, all necessary
adjustments have been made to fairly present the financial position, results
of operations, cash flows and comprehensive income for the interim periods
presented. These unaudited consolidated financial statements should be read
in conjunction with the Company's Annual Report on Form 10-K for the year
ended December 31, 2000. The results of operations and cash flows are not
necessarily indicative of those expected for the complete fiscal year.
2. NEW PRONOUNCEMENTS
In June 1999, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of Effective Date of FASB
Statement Number 133." Statement number 137 defers the effective date of
Statement No. 133 "Accounting for Derivative Instruments and Hedging
Activities" for one year. Statement No. 133 is now effective for fiscal
quarters of fiscal years beginning after June 15, 2000. This statement
requires that an entity recognize all derivatives as either assets or
liabilities in the statement of financial position and measure those
instruments at fair value. For instruments existing at the date of adoption,
Statement No. 133 provides an entity with the option of not applying this
provision to hybrid instruments entered into before January 1, 1998 and not
modified substantially thereafter. Consistent with the deferral of the
effective date for one year, Statement No. 137 provides an entity with the
option of not applying this provision to hybrid instruments entered into
before January 1, 1998 or 1999 and not modified substantially thereafter.
The Company adopted this statement on January 1, 2001. The Company does not
have any derivatives, therefore there was no impact from the adoption of the
pronouncement and no transition adjustment was necessary.
3. ACQUISITION OF EAST COUNTY BANK
On February 29, 2000 CivicBank of Commerce acquired East County Bank for
approximately $14.6 million in cash. East County Bank is a community bank
headquartered in Antioch, California with two branches in Concord and Walnut
Creek serving business and individuals in Contra Costa County. Unaudited
total assets of East County Bank on February 29, 2000 were approximately $79
million. The transaction was treated as a purchase for accounting purposes
with goodwill amortized on a straight-line basis over 15 years. The results
of operations of the acquired enterprise from March 1 through March 31 are
included in the income statement of Civic BanCorp for the first three months
of the fiscal year 2000.
4. SUBSEQUENT EVENT
On April 18, 2001, at a regularly scheduled meeting of the Board of
Directors of Civic BanCorp, the Directors of Civic BanCorp declared a 5.00%
stock dividend to shareholders of record as of May 2, 2001, to be payable on
May 16, 2001. Fractional shares are to be paid in cash. All share and per
share information in this filing have been restated to give effect to the
stock dividend.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
For the Three Months Ended March 31, 2001 and 2000
7
The following discussion and analysis is intended to provide greater details of
the results of operations and financial condition of the Company. In addition to
historical information, certain statements in this filing constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements involve certain risks and
uncertainties and could cause actual results to differ materially from those
expressed or implied in the forward-looking statements. Factors which might
cause such a difference include, but are not limited to, interest rate risks,
asset quality, general economic conditions, legislative or regulatory changes
and increases in bankruptcies of individual or commercial customers. See the
Company's Annual Report of Form 10K for further information on these risks.
OVERVIEW
For the three months ended March 31, 2001, the Company reported net income of
$1,525,000, or $0.28 per diluted share compared to net income of $1,505,000 or
$0.28 per diluted share for the same period of the prior year. Earnings per
share have been restated to give effect to the 5.00% stock dividend declared on
April 18, 2001. The annualized return on average assets was 1.21% for the three
months ended March 31, 2001 compared to 1.43% for the same period of the prior
year. The annualized return on average shareholders' equity for the three months
ended March 31, 2001 and 2000 was 11.09% and 12.76%, respectively.
RESULTS OF OPERATIONS
Net interest income for the three months ended March 31, 2001 was $7.2 million,
increasing $.8 million or 12.0% from net interest income of $6.4 million for the
same period in 2000. The increase in net interest income was primarily
attributed to an increase in the volume of earning assets, which was partially
offset by an increase in the average rate paid on interest bearing liabilities.
Total interest income for the first three months of 2001 was $10.1 million, an
increase of $1.4 million, or 15.4% over the same period of the prior year. The
increase in total interest income results primarily from an increase in the
volume of earning assets. Average earning assets increased $68.3 million or
17.3% to $462.7 million in the first quarter of 2001 compared to $394.5 million
for the same period in 2000. Approximately $40 million of the increase in
earning assets was attributed to the acquisition of East County Bank on February
29, 2000.
Total interest expense for the first three months of 2001 was $2.9 million, an
increase of $0.5 million over the same period of the prior year. The increase in
total interest expense reflects increases in both the volume and average rate
paid on interest bearing deposits. Average interest bearing deposits increased
$45.7 million or 17.2% to $311.3 million in the first quarter of 2001 compared
to $265.6 million for the same period ended 2000. The average rate paid on
interest bearing liabilities increased 27 basis points. Approximately $33
million of the increase in interest bearing liabilities was attributed to the
merger with East County Bank.
8
The following table presents an analysis of the components of net interest
income for the first quarter of 2001 and 2000.
Three months ended March 31,
------------------------------------------------------------------------------
2001 2000
------------------------------------- -------------------------------------
(Dollars in thousands) Interest Rates Interest Rates
Average Income\ Earned\ Average Income\ Earned\
Balance Expense /2/ Paid Balance Expense /2/ Paid
--------- -------- ------- --------- --------- --------
ASSETS
Securities available for sale $ 25,599 $ 541 8.59% $ 32,851 $ 511 6.25%
Securities held to maturity:
U.S. Treasury securities 989 16 6.46% 483 8 6.33%
U.S. Government agencies 20,855 300 5.85% 24,307 330 5.47%
Municipal securities/(1)/ 21,214 392 7.51% 20,193 375 7.46%
Other securities 2,025 29 5.81% 2,198 31 5.75%
Federal funds sold and securities
purchased under agreements to resell 30,888 416 5.48% 5,155 72 5.58%
Loans: /2,3/
Commercial 218,644 5,300 9.86% 184,388 4,534 9.89%
Real estate-construction 4,217 132 12.70% 11,650 343 11.85%
Real estate-other 116,376 2,605 9.10% 94,734 2,236 9.49%
Installment and other 21,928 495 9.18% 18,500 431 9.38%
--------- -------- ------ --------- --------- ---------
Total Loans 361,165 8,532 9.61% 309,272 7,544 9.81%
--------- -------- ------ --------- --------- ---------
Total Earning Assets 462,735 10,226 8.99% 394,459 8,871 9.04%
Cash and due from banks 25,462 22,215
Leasehold improvements and equipment - net 2,480 1,785
Interest receivable and other assets 21,054 7,323
Foreclosed assets - 68
Less allowance for loan losses (6,706) (5,325)
--------- ---------
TOTAL ASSETS $ 505,025 $ 420,525
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Interest bearing:
Checking $ 43,953 55 0.51% $ 35,205 48 0.55%
Money market 133,063 1,221 3.73% 110,551 941 3.42%
Time and savings 134,073 1,661 5.04% 115,316 1,299 4.53%
Other borrowed funds 223 3 4.95% 4,523 67 5.97%
--------- -------- ------ --------- --------- ---------
Total interest bearing liabilities 311,312 2,940 3.84% 265,595 2,355 3.57%
Demand deposits 130,790 103,070
Other liabilities 7,930 4,698
Shareholders' equity 54,993 47,162
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 505,025 $ 420,525
========= =========
Net Interest Income $ 7,286 $ 6,516
======== =========
Net Interest Margin 6.40% 6.64%
==== ====
Tax Equivalent Adjustment/(1)/ $ 133 $ 128
======== =========
- ------------------------------------------------------------------------------------------------------------------------------------
(1) The tax-equivalent income adjustment on municipal securities is computed
using a Federal income tax rate of 34%. Interest on municipal securities was
$259,000 and $247,000 for March 31, 2001 and 2000, respectively. (2) Non-
performing loans have been included in the average loan balances. Interest
income is included on non-accrual loans only to the extent cash payments have
been received. (3) Interest income includes loan fees on commercial loans of
$126,000 and $96,000 for March 31, 2001 and 2000, respectively; fees on real
estate loans of $68,000 and $151,000 for March 31, 2001 and 2000, respectively;
and fees on installment and other loans of $11,000 and $8,000 for March 31, 2001
and 2000, respectively.
9
The following table sets forth changes in interest income and interest
expense for each major category of interest-earning assets and interest-
bearing liabilities, and the amount of change attributable to volume and rate
changes for the three-month period ended March 31, 2001.
Analysis of Changes in Interest Income and Expense
Increase (Decrease) Due to Changes in
(Dollars in thousands)
Volume /1/ Rate /2/ Total
----------- ------------- --------------
Increase (decrease) in interest income:
Securities available for sale (118) $ 148 $ 30
Securities held to maturity:
U.S. Treasury securities 8 - 8
U.S. Government agencies (49) 19 (30)
Municipal securities 14 3 17
Other securities (2) - (2)
Federal funds sold 352 (8) 344
Loans:
Commercial 783 (17) 766
Real estate-construction (220) 9 (211)
Real estate-other 480 (111) 369
Installment and other 75 (11) 64
----------- ------------- --------------
Total Loans 1,118 (130) 988
----------- ------------- --------------
Total increase $ 1,323 $ 32 $ 1,355
----------- ------------- --------------
Interest expense:
Deposits:
Interest bearing checking $ (11) $ 4 $ (7)
Money market (178) (102) (280)
Savings and time (194) (168) (362)
Other borrowed funds 63 1 64
----------- ------------- --------------
Total increase $ (320) $ (265) $ (585)
----------- ------------- --------------
Total change in net interest income $ 1,003 $ (233) $ 770
=========== ============= ==============
(1) Changes not solely due to volume have been allocated to volume (2) Loan
fees are reflected in rate variances.
Net Interest Margin
The net interest margin decreased 24 basis points to 6.40% for the first quarter
of 2001 from 6.64% for the same period in 2000 due to a falling interest rate
environment. The Federal Reserve has reduced the Federal funds rate by 150 basis
points during the first quarter of 2001. The interest rates on deposits have
reacted to the falling interest rate environment more slowly than have earning
assets with time deposits continuing to accrue interest at higher interest rates
until such time as the term of the deposit expires.
Provision for Loan Losses
The provision for loan losses is charged to operations and creates an allowance
for future loan losses. The amount of the provision is dependent on many factors
which include the amount of the allowance for loan losses, growth in the loan
portfolio, net charges against the allowance, changes in the composition of the
portfolio, the number and dollar amount of delinquent loans, management's
assessment of the overall quality of the portfolio, the value of the collateral
on problem loans, recommendations by
10
regulatory authorities and general economic conditions among others. The
provisions for loan losses for the three months ended March 31, 2001 and 2000
were $225,000 and $150,000, respectively. The increase in the provision in the
first quarter of the current year was based on the slowing economy and increases
in non-performing and classified loans.
Noninterest Income
Noninterest income for the three months ended March 31, 2001 was $569,000, an
increase of $217,000, or 61.6%, from the three months ended March 31, 2000. The
increase in depositor service fees is primarily attributable to an increase in
the number of deposit accounts and in the volume of services provided. The
increase in other noninterest income is due to servicing income on SBA loans and
income earned on Bank owned life insurance.
Noninterest Expense
Noninterest expense totaled $5.0 million for the three months ended March 31,
2001, an increase of $892,000 or 21.5% from $4.1 million for the same period of
the prior year. The increase in noninterest expenses is attributed to the merger
with East County Bank on February 29, 2000 and reflects the increased staffing
and operating expenses of the added operations for the full quarter in 2001.
The following table summarizes the significant components of noninterest expense
for the dates indicated.
Quarter Ended March 31, Dollar %
(Dollars in thousands) 2001 2000 Change Change
--------- --------- ------- --------
Salaries and employee benefits $ 3,117 $ 2,632 $ 485 18.4%
Occupancy 414 321 93 29.0%
Equipment 381 289 92 31.8%
Goodwill and core deposit amortization 237 86 151 175.6%
Telephone and postage 137 109 28 25.7%
Consulting fees 72 72 0 0.0%
Data processing services 130 104 26 25.0%
Marketing 46 59 (13) -22.0%
Legal Fees 76 55 21 38.2%
Other 431 422 9 2.1%
--------- --------- ------- --------
TOTAL NONINTEREST EXPENSE $ 5,041 $ 4,149 $ 892 21.5%
========= ========= ======= ========
Provision for Income Taxes
The provision for income taxes for the first quarter of 2001 was $931,000 as
compared to $936,000 for the same quarter of the prior year. These provisions
represent effective tax rates of 38%.
FINANCIAL CONDITION
Loans
Average loans for the first quarter of 2001 increased $51.9 million or 16.8% to
$361.2 million compared to $309.3 million for the same quarter of 2000. Loans
outstanding at March 31, 2001 decreased $23.3 million to $354.8 million from
$378.1 million at
11
December 31, 2000. The decrease in loans outstanding during the first quarter of
2001 was primarily due to a slowing regional economy and the acquisition of one
of the Bank's larger borrowers.
Real estate construction loans as a percentage of total loans outstanding were
1.3% at March 31, 2001 compared to 3.9% at March 31, 2000. The Bank maintains a
limited portfolio of real estate construction loans as the risks associated with
real estate construction lending are generally considered to be higher than
risks associated with other forms of lending. However, the Bank continues to
fund real estate construction commitments on a limited basis with stringent
underwriting criteria.
Other real estate loans consist of mini-perm loans and land acquisition loans,
which are primarily owner-occupied and are generally granted based on the rental
or lease income stream generated by the property. Other real estate loans
totaled $116.2 million at March 31, 2001, an increase of $.5 million or from
December 31, 2000.
The following table sets forth the amount of loans outstanding in each category
and the percentage of total loans outstanding for each category as of the date
indicated.
March 31, 2001 December 31, 2000 March 31, 2000
--------------------------------- --------------------------------- ---------------------------
Amount Percent Amount Percent Amount Percent
----------------- ------------- ----------------- ------------- ------------------ --------
(Dollars in thousands)
Commercial $ 212,313 59.8% $ 235,532 62.3% $ 210,310 59.5%
Real estate - construction 4,581 1.3% 4,427 1.2% 13,621 3.9%
Real estate - other 116,179 32.7% 115,693 30.6% 108,203 30.6%
Installment and other 21,740 6.1% 22,467 5.9% 21,449 6.1%
--------- --------- --------- -------- --------- ------
TOTAL $ 354,813 100.0% $ 378,119 100.0% $ 353,583 100.0%
========= ========= ========= ======== ========= ======
Non-Performing Assets
The following table provides information with respect to the Company's past due
loans and components of non-performing assets at the dates indicated.
March 31 Dec. 31 March 31
2001 2000 2000
----------- ----------- ----------
(Dollars in thousands)
Loans 90 days or more past due and still accruing $ 80 $ 389 $ -
Non-accrual loans 1,521 355 664
Non-accrual SBA guaranteed loans 688 868 707
Foreclosed assets - - 200
------ ------ ------
Total non-performing assets $2,289 $1,612 $1,571
====== ====== ======
Non-performing assets to period end loans,
other assets held for sale plus foreclosed assets 0.65% 0.43% 0.44%
====== ====== ====
The increase in non-performing assets is attributable to one commercial loan
with outstanding balance of approximately $947,000. At March 31, 2001, the
recorded investment in SBA loans considered impaired and placed on a non-accrual
basis totaled $688,000 of which $538,000 was guaranteed by the SBA with an
associated allowance of $150,000 for the retained portion, which is not SBA
guaranteed. Included in non-accrual loans totaling $1,521,000 are $354,000 of
loans with an associated allowance of $65,000, and $1,167,000 of loans
12
with adequate supporting collateral which accordingly do not have an associated
allowance. For the quarter ended March 31, 2001, the average recorded investment
in impaired loans was $1,198,000. No interest income was recognized on impaired
loans. If interest income on those loans had been recognized, such income would
have approximated $89,000.
The Company has an active credit administration function that periodically
reviews all loans to identify potential problem credits using quality standards
and criteria similar to those of regulatory agencies. Loans receiving lesser
grades are considered to be classified and fall into "substandard", "doubtful"
and "loss" categories. Substandard loans are characterized as having one or more
deficiencies, which could result in a loss to the Company if the deficiencies
are not corrected. Doubtful loans have the weakness of substandard loans with
the added complication that those weaknesses are less likely to be remedied and
are of a character that increases the probability of a principal loss. A loan
classified as a loss is considered uncollectable and is discharged against the
allowance.
The following table sets forth the classified loans as of the dates indicated.
(Dollars in thousands) March 31, December 31, March 31,
2001 2000 2000
-------------- -------------- --------------
Substandard $ 10,634 $ 8,530 $ 11,084
Doubtful 205 205 936
Loss - - -
-------------- -------------- --------------
Total Classified $ 10,839 $ 8,735 $ 12,020
Classified Loans to Total Loans 3.05% 2.31% 3.40%
Classified Loans to Allowance for Loan Loss 161.63% 132.89% 201.61%
Potential Problem Loans
At March 31, 2001 there were no loans classified as loss, doubtful, substandard
or special mention that have not been disclosed in the discussion above that (i)
represented or resulted from trends or uncertainties which management
anticipated would have a material impact on future operating results, liquidity,
capital resources or (ii) represented material credits about which management
was aware of information that would cause serious doubt as to the ability of the
borrower to comply with the loan repayment terms.
Allowance for Loan Losses
The allowance for loan losses is established through a provision for loan
losses, the amount of which is based on many factors. See "Provision for Loan
Losses". The allowance is increased by provisions charged against earnings and
reduced by net loan charge-offs. Loans are charged off when, based on current
information and circumstances, it becomes probable that the Company will be
unable to collect all amounts due according to the original terms and conditions
of the loan agreement. Recoveries of amounts previously charged off are recorded
only when cash is received.
The policy of the Company is to review each loan in the portfolio to identify
potential problem credits and to assess the credit quality of each loan in the
portfolio. Specific allocations are made for loans where the probability of a
loss can be defined and reasonably estimated and general allocations are based
on the number and size of classified loans in the portfolio, delinquency trends,
historical data, industry averages and general economic conditions in the
Company's market area.
13
Although management believes that the allowance for loan losses is adequate for
both potential losses of identified credits and estimated inherent losses in the
portfolio, future provisions will be subject to continuing evaluations of the
portfolio, and if the economy declines or the quality of the loan portfolio
deteriorates, additional provisions may be required.
The following table summarizes the changes in the allowance for loan losses for
the periods indicated:
Three Months Year Three Months
Ended Ended Ended
March 31, 2001 December 31, 2000 March 31, 2000
-------------- ----------------- --------------
(Dollars in thousands)
Balance, at beginning of period $ 6,573 $ 4,850 $ 4,850
Charge-offs:
Commercial 130 245 145
Real estate - construction - - -
Real estate - other - 116 -
Installment and other - 91 65
---------- ----------- ----------
Total charge-offs 130 452 210
Recoveries:
Commercial 31 70 3
Real estate - construction - - -
Real estate - other - 88 52
Installment and other 7 84 9
---------- ----------- ----------
Total recoveries 38 242 64
---------- ----------- ----------
Net charge-offs 92 210 146
Reserve acquired through merger - 1,108 1,108
Provision charged to operations 225 825 150
---------- ----------- ----------
Balance, at end of period $ 6,706 $ 6,573 $ 5,962
========== =========== ==========
Ratio of net charge-offs to average
loans (annualized) 0.10% 0.06% 0.19%
========== =============================
Allowance at period end to total loans outstanding 1.89% 1.74% 1.69%
========== =========== ==========
Investment Portfolio
The Company's investment portfolio is used primarily for liquidity purposes and
secondarily for investment income. The portfolio is composed of U.S. Treasury,
U.S. government agency instruments and investment grade municipal obligations.
The table below summarizes the amortized cost and estimated market values of
investment securities at the dates indicated.
14
March 31, 2001 December 31, 2000
---------------------------------- -----------------------------------
Amortized Market Amortized Market
Cost Value Cost Value
------------- --------------- --------------- --------------
(Dollars in thousands)
SECURITIES HELD TO MATURITY:
U.S. government agencies and
corporation $ 20,106 $ 20,260 $ 24,141 $ 24,087
Municipal securities 21,208 21,827 21,218 21,564
U.S. Treasury 990 1,021 989 1,008
Mortgage Backed Securities 15 15 19 20
------------- --------------- --------------- --------------
TOTAL $ 42,319 $ 43,123 $ 46,367 $ 46,679
============= =============== =============== ==============
SECURITIES AVAILABLE FOR SALE:
U.S. government agencies and
corporation 21,874 22,229 28,102 28,369
------------- --------------- --------------- --------------
TOTAL $ 21,874 $ 22,229 $ 28,102 $ 28,369
============= =============== =============== ==============
Deposits
As of March 31, 2001 total deposits were $454.5 million, an increase of $25.3
million or 5.9% relative to total deposits of $429.2 million at December 31,
2000. Average demand deposits as a percentage of total deposits increased to
29.6% for the first quarter of 2001 from 28.3% for the same period of the prior
year.
The following table sets forth information regarding the Bank's average deposits
by amount and percentage of total deposits for the three months ended March 31,
2001 and 2000.
Average Deposits
-------------------------------------------------------------------------
(Dollars in thousands) Three Months Ended March 31,
-------------------------------------------------------------------------
2001 2000
------------------------------- ------------------------------
Amount Percentage Amount Percentage
----------- ---------- ----------- ----------
Demand accounts $ 130,790 29.6% $ 103,070 28.3%
Interest-bearing checking 43,953 9.9% 35,205 9.7%
Money market 133,063 30.1% 110,551 30.4%
Savings and time 134,073 30.3% 115,316 31.7%
----------- ---------- ----------- ---------
Total $ 441,879 100.0% $ 364,142 100.0%
=========== ========== =========== =========
Certificates of deposit over $100,000 are generally considered a higher cost and
less stable form of funding than lower denomination deposits and may represent a
greater risk of interest rate and volume volatility than small retail deposits.
Time certificates of $100,000 or more at March 31, 2001 had the following
schedule of maturities:
(In thousands)
--------------
Three months or less $ 38,183
After three months through six months 44,837
After six months through twelve months 19,980
After twelve months 3,098
-------------
Total $ 106,098
=============
LIQUIDITY AND CAPITAL RESOURCES
15
Liquidity
Liquidity management refers to the Bank's ability to acquire funds to meet loan
demand, fund deposit withdrawals and to service other liabilities.
To augment liquidity, the Bank has informal Federal funds borrowing arrangements
with correspondent banks totaling $40.0 million and is a member of the Federal
Home Loan Bank of San Francisco and through membership has the ability to pledge
qualifying collateral for short term (up to six months) and long term (up to
five years) borrowing. At March 31, 2001 the Bank had no outstanding borrowings
against these arrangements. Additionally, at March 31, 2001, unpledged
government securities that are available to secure additional borrowing in the
form of reverse repurchase agreements totaled approximately $55.4 million. At
March 31, 2001 the Bank had no reverse repurchase agreements.
The liquidity position of the Company improved during the first quarter of 2001.
Loan paydowns and maturing securities provided $32.8 million of cash and cash
equivalents during the quarter. Cash and cash equivalents of $19.7 million were
provided by the increase in deposits and operating activities provided $2.2
million of cash and cash equivalents. The net increase in cash and cash
equivalents for the quarters ended March 31, 2001 and 2000 was $54.7 million and
$10.0 million, respectively.
The liquidity position of the Company may be expressed as a ratio defined as (a)
cash, Federal funds sold, other unpledged short term investments and marketable
securities, including those maturing after one year, divided by (b) total assets
less pledged securities. Using this definition at March 31, 2001, the Company
had a liquidity ratio of 27.1% as compared to 19.1% at December 31, 2000. The
increase in the liquidity ratio was due to the increase in the sale of Federal
funds at March 31, 2001.
On a stand-alone basis, the Company's primary source of liquidity is dividends
from the Bank. The ability of the Bank to pay dividends is subject to regulatory
restrictions.
Capital Resources
Total shareholders' equity increased to $55.8 million at March 31, 2001 from
$53.8 million at December 31, 2000 reflecting retained income of $1,525,000,
common stock option exercises of $470,000, and $53,000 of Accumulated
Comprehensive Income resulting from a favorable market adjustment of securities
available for sale.
The Company and the Bank are subject to capital adequacy guidelines issued by
the Federal Reserve Board of Governors which requires a minimum risk-based
capital ratio of 8%. At least 4% must be in the form of "Tier 1" capital, which
consists of common equity, non-cumulative perpetual preferred stock and minority
interests in the equity accounts of consolidated subsidiaries. "Tier 2" capital
consists of cumulative and limited-life preferred stock, mandatory convertible
securities, subordinated debt and, subject to certain limitations, the allowance
for loan losses. General loan loss reserves included in Tier 2 capital cannot
exceed 1.25% of risk-weighted assets and goodwill is treated as a deduction from
capital.
At March 31, 2001 the Company's total capital ratio was 10.92% as compared to
the total capital ratio at December 31, 2000 of 10.34%. The following table
presents the Company's risk-based capital and leverage ratios as of March 31,
2001 and December 31, 2000.
16
Minimum
Actual Actual Minimum Capital
Ratio Amount Ratio Requirement
--------- ------------- --------------------------
(In thousands)
As of March 31, 2001:
Total risk-based capital ratio
Company 10.92% $ 49,436 8.00% $ 37,192
Bank 10.50% $ 48,804 8.00% $ 37,192
Tier 1 risk-based capital ratio
Company 9.66% $ 43,762 4.00% $ 18,596
Bank 9.25% $ 42,982 4.00% $ 18,596
Tier 1 leverage
Company 8.88% $ 43,762 4.00% $ 20,196
Bank 8.72% $ 42,982 4.00% $ 20,196
As of December 31, 2000:
Total risk-based capital ratio
Company 10.34% $ 47,252 8.00% $ 36,551
Bank 10.27% $ 46,914 8.00% $ 36,551
Tier 1 risk-based capital ratio
Company 9.09% $ 41,530 4.00% $ 18,275
Bank 9.02% $ 41,192 4.00% $ 18,275
Tier 1 leverage ratio
Company 8.59% $ 41,530 4.00% $ 19,339
Bank 8.52% $ 41,192 4.00% $ 19,339
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risk includes risks that arise from changes in interest rates, foreign
currency exchange rates, commodity prices, equity prices and other market
changes that affect market sensitive instruments. The Company's primary market
risk is interest rate risk. Interest rate risk occurs as a result of interest
sensitive assets and liabilities not repricing at the same time or by the same
amount and is quantified by estimating the potential gain or loss in the market
value of assets and net interest income that can result from changes in interest
rates. The Company's exposure to interest rate risk is monitored monthly by the
Risk Management Committee which includes members of the Board of Directors and
Senior Management. The Company attempts to manage its exposure to changes in
interest rates; however, due to its size and the direct competition from major
banks, the Company must offer products which are competitive in the market
place, even if less than optimum with respect to interest rate exposure.
The Company's balance sheet position at March 31, 2001 was liability sensitive
due to the proportion of fixed rate loans and securities. Generally, if more
liabilities reprice than assets at a given time in a rising rate environment,
net interest income will deteriorate, and in a declining rate environment, net
interest income would increase. Management believes there has been no
significant change in the Bank's market risk exposure as disclosed in the
Company's Annual Report on Form 10-K for the year December 31, 2000.
17
Part II. OTHER INFORMATION
Item 1. Legal Proceedings - None
Item 2. Changes in Securities and Use of Proceeds - None
Item 3. Defaults Upon Senior Securities - None
Item 4. Submission of Matters to a Vote of Security Holders - None
Item 5. Other Information - None
Item 6. Exhibits and Reports on Form 8-K: None.
18
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 and in the capacity indicated.
CIVIC BANCORP
-------------
(Registrant)
Date: May 7, 2001 By: /s/ Herbert C. Foster
----------------------------------
Herbert C. Foster
President
Chief Executive Officer
By: /s/ Gerald J. Brown
----------------------------------
Gerald J. Brown
Chief Financial Officer
Principal Accounting Officer
19