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 June 30, 1997 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 August 1, 1997. Class Number of Shares Outstanding ----- ---------------------------- Common Stock 4,385,783 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 June 30, 1997, June 30, 1996 and December 31, 1996 3 Consolidated Statements of Operations - Three Months Ended June 30, 1997 and June 30, 1996 and Six Months Ended June 30, 1997 and June 30, 1996 4 Consolidated Statements of Cash Flows - Six Months Ended June 30, 1997 and June 30, 1996 5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 6 PART II. Other Information 16 SIGNATURES 17 2 Part I. FINANCIAL INFORMATION Item 1. Financial Statements CIVIC BANCORP AND SUBSIDIARY ---------------------------- CONSOLIDATED BALANCE SHEETS --------------------------- (In thousands except shares) June 30 June 30 December 31 1997 1996 1996 ----------------- ------------------ ------------------ ASSETS - ------ Cash and due from banks $ 18,694 $ 17,314 $ 16,929 Federal funds sold - 12,200 29,300 ----------------- ------------------ ------------------ Total cash and cash equivalents 18,694 29,514 46,229 Securities available for sale 30,998 6,068 26,871 Securities held to maturity (market value of $34,291, $44,092 and $41,667, respectively) 34,119 43,838 41,311 Other securities 1,901 1,646 1,761 Loans: Commercial 114,293 79,765 92,756 Real estate-construction 12,495 2,574 6,608 Real estate-other 65,497 62,852 64,272 Installment and other 21,991 17,434 19,757 ----------------- ------------------ ------------------ Total loans 214,276 162,625 183,393 Less allowance for loan losses 4,791 5,050 4,969 ----------------- ------------------ ------------------ Loans - net 209,485 157,575 178,424 Interest receivable and other assets 5,162 3,443 4,921 Leasehold improvements and equipment - net 1,377 1,595 1,463 Foreclosed assets 60 422 923 Other assets held for sale 205 275 275 ----------------- ------------------ ------------------ TOTAL ASSETS $302,001 $244,376 $302,178 ================= ================== ================== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ LIABILITIES Deposits: Noninterest-bearing $ 76,916 $ 69,992 $ 84,337 Interest-bearing: Checking 8,914 25,268 26,245 Money market 92,936 72,006 85,035 Time and savings 82,382 44,345 70,830 ----------------- ------------------ ------------------ Total deposits 261,148 211,611 266,447 Federal funds purchased 2,300 - - Accrued interest payable and other liabilities 2,816 1,409 1,584 ----------------- ------------------ ------------------ Total liabilities 266,264 213,020 268,031 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, 4,385,090, 4,514,903 and 4,431,895 shares 31,220 36,918 31,739 Retained deficit - (5,501) - Retained earnings, (subsequent to July 1, 1996 date of quasi-reorganization, total deficit eliminated $5.5 million) 4,415 - 2,240 Net unrealized gain (loss) on securities available for sale 102 (61) 168 ----------------- ------------------ ------------------ Total shareholders' equity 35,737 31,356 34,147 ----------------- ------------------ ------------------ TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $302,001 $244,376 $302,178 ================= ================== ================== 3 CIVIC BANCORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS ------------------------------------- (In thousands except shares and per share amounts) Three Months Ended June 30, Six Months Ended June 30, ----------------------------------- ------------------------------------- 1997 1996 1997 1996 ---- ---- ---- ---- INTEREST INCOME: Loans $5,287 $4,053 $9,994 $8,185 Securities available for sale, securities held to maturity and other securities 922 1,916 1,858 925 Tax exempt securities 141 31 279 34 Federal funds sold 52 19 132 43 ------------- --------------- --------------- ------------- Total interest income 6,402 5,028 12,321 10,120 INTEREST EXPENSE: Deposits 3,394 2,237 1,760 1,115 Other borrowings 31 17 32 31 ------------- --------------- --------------- ------------- Total interest expense 1,791 1,132 3,426 2,268 ------------- --------------- --------------- ------------- NET INTEREST INCOME 4,611 3,896 8,895 7,852 Provision for loan losses 25 50 450 225 ------------- --------------- --------------- ------------- NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES 4,586 3,671 8,845 7,402 ------------- --------------- --------------- ------------- NONINTEREST INCOME: Customer service fees 171 145 359 280 Other 53 33 82 77 ------------- --------------- --------------- ------------- Total noninterest income 224 178 441 357 NONINTEREST EXPENSE: Salaries and employee benefits 1,751 1,491 3,402 3,025 Occupancy 251 253 491 502 Equipment 235 214 454 428 Foreclosed asset expense 39 73 63 153 Goodwill and core deposit amortization 58 65 115 129 Telephone and postage 65 70 144 126 Data processing services 85 61 163 125 Marketing 54 61 101 116 Legal fees 74 45 143 90 Consulting fees 45 60 90 120 FDIC insurance 8 - 15 1 Other 340 276 670 644 ------------- --------------- --------------- ------------- Total other expenses 3,005 2,669 5,851 5,459 ------------- --------------- --------------- ------------- INCOME BEFORE INCOME TAXES 1,805 1,180 3,435 2,300 Income tax expense 680 195 1,260 390 ------------- --------------- --------------- ------------- NET INCOME $ 1,125 $ 985 $ 2,175 $ 1,910 ============= =============== =============== ============= NET INCOME PER COMMON SHARE $0.24 $0.21 $0.47 $0.41 ============= =============== =============== ============= Weighted average shares outstanding used to compute net income per common share 4,602,541 4,609,492 4,592,877 4,589,331 ============= =============== =============== ============= 4 CIVIC BANCORP AND SUBSIDIARY ---------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ------------------------------------- (In thousands) Six Months Ended June 30, ------------------------------------ 1997 1996 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 2,175 $ 1,910 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses 50 450 Depreciation and amortization 564 536 Loss on sale of foreclosed assets - 43 Write-down of foreclosed assets (12) 73 Increase (decrease) in deferred loan fees 80 (58) Change in assets and liabilities: (Increase) decrease in interest receivable and (254) 342 other assets Increase in accrued interest payable and other 1,273 28 liabilities -------------- -------------- Net cash provided by operating activities 3,876 3,324 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures (227) (193) Paydown on assets held for sale 70 - Proceeds from sales of foreclosed assets 950 307 Net increase in loans (31,266) (8,306) Activities in securities held to maturity: Proceeds from maturing securities 8,019 11,084 Purchases of securities (957) (3,730) Activities in securities available for sale: Proceeds from maturing securities - 10,000 Purchases of securities (4,382) (6,210) -------------- -------------- Net cash (used in) provided by investing activities (27,793) 2,952 CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from exercise of stock options 82 167 Purchase of common stock (701) - Federal funds purchased 2,300 - Net decrease in deposits (5,299) (8,487) -------------- -------------- Net cash used in financing activities (3,618) (8,320) -------------- -------------- Net decrease in cash and cash equivalents (27,535) (2,044) Cash and cash equivalents at beginning of period 46,229 31,558 -------------- -------------- Cash and cash equivalents at end of period $ 18,694 $ 29,514 ============== ============== Cash paid during year for: Interest $ 3,350 $ 2,370 ============== ============== Income taxes $ 862 $ 955 ============== ============== Supplemental schedule of non-cash investing activity: Loans transferred to foreclosed assets $ 75 $ 75 ============== ============== 5 CIVIC BANCORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited consolidated financial statements of Civic BanCorp and subsidiary (the Company) have been prepared in accordance with generally accepted accounting principles and with 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 and cash flows 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, 1996. The results of operations and cash flows are not necessarily indicative of those expected for the complete fiscal year. Net income per common share computed on a primary and fully diluted basis is substantially the same. 2. NEW PRONOUNCEMENTS In February 1997, the Financial Accounting Standards Board, ("FASB"), issued Statement of Financial Accounting Standards No. 128, ("FAS 128"), "Earnings Per Share". This statement specifies the computation, presentation and disclosure requirements for earnings per share and is effective for both interim and annual periods ending after December 15, 1997. Earlier application is not permitted. The Company does not believe FAS 128 will have a material effect on its consolidated financial statements. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 130, ("FAS 130"), "Reporting Comprehensive Income". This statement establishes standards for reporting and displaying comprehensive income and its components in the consolidated financial statements. It does not require a specific format, but requires the Company to display an amount representing total comprehensive income for the period in that financial statement. This statement is effective for fiscal years beginning after December 15, 1997. In June 1997, the FASB issued Statement of Financial Accounting Standards No. 131, ("FAS 131"), "Disclosures About Segments of an Enterprise and Related Information". This statement establishes standards for the way public business enterprises are to report information about operating segments in annual financial statements and requires those enterprises to report selected information about operating segments in interim financial reports issued to shareholders. This statement is effective for financial statements for periods beginning after December 31, 1997. The Securities and Exchange Commission, ("SEC"), has approved rule amendments to clarify and expand existing disclosure requirements for derivative instruments. The amendments require enhanced disclosure of accounting policies for derivative financial instruments in the notes to the financial statements and expand existing disclosure requirements to include quantitative and qualitative information about market risk inherent in market risk sensitive instruments. The required quantitative and qualitative information should be disclosed outside the financial statements and related notes thereto. The enhanced accounting policy disclosure requirements are effective for the quarterly period ended June 30, 1997. As the Company does not engage in derivative instruments, no further interim period disclosure has been provided. The rule amendments that require expanded disclosure of quantitative and qualitative information about market risk are effective with the 1997 Form 10-K. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations OVERVIEW For the six months ended June 30, 1997, the Company reported net income of $2,175,000, or $.47 per share compared to a net income of $1,910,000 or $.41 per share for the same period of the prior year. The annualized 6 return on average assets was 1.49% for the six months ended June 30, 1997 compared to 1.62% for the same period of the prior year. The annualized return on average shareholders' equity for the six months ended June 30, 1997 and 1996 was 12.53% and 12.56%, respectively. RESULTS OF OPERATIONS Net interest income for the six months ended June 30, 1997 was $8.9 million, increasing $1.0 million or 12.7% from net interest income of $7.9 million for the same period in 1996. The increase in net interest income is primarily due to an increase in the volume of average earning assets the benefits of which were partially offset by an increase in the volume of interest bearing liabilities. Total interest income for the first six months of 1997 equaled $12.3 million, an increase of $2.2 million from interest income earned for the same period in 1996. The increase in total interest income is primarily attributed to the increase in volume of earning assets. Total average earning assets increased $53.9 million or 24.7% to $272.4 million for the first six months of 1997 compared to $218.5 million for the same period in 1996. Total interest expense for the first six months of 1997 was $3.4 million an increase of $1.2 million or 51.1% from the $2.3 million for the first six months of 1996. The increase in interest expense was due to increases in both the average volume and the average rate paid on interest bearing liabilities. Average interest bearing liabilities were $183.2 million for the first six months of 1997 as compared to $137.6 million for the same period of the prior year, an increase of $45.6 million or 33.1%. The average rate paid on these liabilities increased 44 basis points to 3.77% for the first six months of 1997 from 3.33% for the same period of 1996. The increase in the average rate is attributed to a higher interest rate environment for deposits and a shift in the mix of interest bearing liabilities to savings and time deposits. Savings and time deposits as a percentage of total interest bearing liabilities increased to 40.0% from 31.7% for the first half of 1997 and 1996, respectively. Net Interest Margin Net interest margin declined 57 basis points to 6.70% for the six months ended June 30, 1997 from 7.27% for the same period of the prior year. The decrease in the margin is attributed to the decline in average rate earned on earning assets of 15 basis points and the increase in the average rate paid on interest bearing deposits of 44 basis points. The decline in the yield on earning assets was due to a lower average reference rate for the first six months of 1997 as compared to the same period of the prior year. The average reference rate was 8.37% for the first six months of 1997 as compared to an average rate of 8.42% to the same period of the prior year. Approximately 90% of the loans in the portfolio have adjustable interest rates which are based on the Bank's reference rate. The increase in the average rate paid on interest bearing deposits reflects a higher interest rate environment for deposits and a shift in the mix of interest bearing liabilities toward savings and time deposits which have higher interest rates. 7 The following table presents an analysis of the components of net interest income for the first six months ended June 30, 1997 and 1996. Six months ended June 30, ------------------------------------------------------------------------------------ 1997 1996 ---------------------------------------- ----------------------------------------- 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 $ 30,866 $ 984 6.43% $ 8,257 $ 243 5.95% Securities held to maturity: U.S. Treasury securities 7,227 214 5.97% 10,783 329 6.17% U.S. Government agencies 17,982 665 7.45% 36,105 1,220 6.83% Municipal securities/1/ 11,984 429 7.22% 1,566 53 6.82% Commercial paper 0 0 0.00% 632 19 5.95% Other securities 1,820 54 5.98% 1,627 47 5.85% Federal funds sold and securities purchased under agreements to resell 4,883 132 5.45% 1,607 43 5.40% Loans:/2,3/ Commercial 103,521 5,369 10.46% 77,386 4,104 10.72% Real estate-construction 8,985 462 10.38% 3,130 165 10.64% Real estate-other 64,940 3,177 9.87% 60,344 3,063 10.26% Installment and other 20,151 985 9.85% 17,035 853 10.12% -------------- ----------- ---------- ------------- ----------- ------- Total Loans 197,597 9,994 10.20% 157,895 8,185 10.48% -------------- ----------- ---------- ------------- ----------- ------- Total Earning Assets 272,359 12,471 9.23% 218,472 10,139 9.38% Cash and due from banks 17,407 16,119 Leasehold improvements and equipment - net 1,444 1,675 Interest receivable and other assets 4,837 3,511 Foreclosed assets 913 737 Assets held for sale 240 275 Less allowance for loan loss (5,008) (4,999) -------------- ------------- TOTAL ASSETS $292,192 $235,790 ============== ============= LIABILITIES AND SHAREHOLDERS' EQUITY Deposits: Interest bearing: Checking $ 19,324 117 1.22% $ 22,876 107 0.95% Money market 89,556 1,436 3.23% 70,033 1,106 3.19% Time and savings 73,256 1,841 5.07% 43,601 1,024 4.75% Other borrowed funds 1,101 32 5.82% 1,121 31 5.62% -------------- ----------- ---------- ------------- ----------- ------- Total interest bearing liabilities 183,237 3,426 3.77% 137,631 2,268 3.33% Demand deposits 71,720 65,959 Other liabilities 2,528 1,790 Shareholders' equity 34,707 30,410 -------------- ------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $292,192 $235,790 ============== ============= Net Interest Income $9,045 $7,871 =========== =========== Net Interest Margin 6.70% 7.27% ========== ======= Tax Equivalent Adjustment/1/ $150 $19 =========== =========== - -------------- (1) Tax-exempt interest income on municipal securities is computed using a Federal income tax rate of 35%. Interest on municipal securities was $279,000 and $34,000 for June 30, 1997 and 1996, 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 $209,000 and $221,000 for June 30, 1997 and 1996, respectively; fees on real estate loans of $194,000 and $236,000 for June 30, 1997 and 1996, respectively; and fees on installment and other loans of $17,000 and $16,000 for June 30, 1997 and 1996, respectively. 8 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 six month periods ended June 30, 1997 and 1996. Analysis of Changes in Interest Income and Expense Increase (Decrease) Due to Changes in Volume/1/ Rate/2/ Total in thousands ------------ ----------- ----------- Increase (decrease) in interest income: Securities available for sale $667 $74 $740 Securities held to maturity: U.S. Treasury securities (108) (7) (115) U.S. Government agencies (613) 56 (556) Municipal securities 352 24 376 Commercial paper (19) 0 (19) Other securities 6 1 7 Federal funds sold 88 1 89 Loans: Commercial 1,401 (136) 1,265 Real estate-construction 309 (12) 297 Real estate-other 243 (128) 115 Installment and other 159 (27) 132 ------------ ----------- ----------- Total Loans 2,112 (303) 1,809 ------------ ----------- ----------- Total increase (decrease) $2,486 $ (154) $2,332 ------------ ----------- ----------- (Increase) decrease in interest expense: Deposits: Interest bearing checking $ 16 $ (26) $ (10) Money market (311) (19) (330) Savings and time (701) (116) (817) Other borrowed funds 0 (1) (1) ------------ ----------- ----------- Total increase $ (996) $ (162) $ (1,158) ------------ ----------- ----------- Total change in net interest income $1,490 $ (316) $ 1,174 ============ =========== =========== (1) Changes not solely attributed to rate or volume have been allocated to volume. (2) Loan fees are reflected in rate variances. Provision for Loan Losses The provision for loan losses for the six months ended June 30, 1997 was $50,000, a decrease of $400,000 or 88.9% from the six months ended June 30, 1996. The amount of the provision was reduced because management believed the allowance for loan losses is adequate. Non-Interest Income Non-interest income for the six months ended June 30, 1997 was $441,000, an increase of $84,000 or 23.5% from the six months ended June 30, 1996. Customer service fees have increased $79,000 or $28.2% to $359,000 from $280,000 due to the increase in deposits and an increase in foreign trade transaction volume. 9 Non-Interest Expense Non-interest expense totaled $5.9 million and $5.5 million for the six months period ended June 30, 1997 and 1996, respectively. Salaries and employee benefits for the six months ended June 30, 1997 increased $377,000 or 12.5% from the same period in 1996 The increase in salaries and employee benefits is related to increases in the management incentive accrual, employer contributions to the 401K plan and staffing levels. Full time equivalent personnel numbered 107 on June 30, 1997 compared to 102 on June 30, 1996. Foreclosed asset expenses have decreased as foreclosed properties have been sold and increased data processing expenses are related to increased loan and deposit activity combined with general cost escalation. Legal expenses have increased due to increased legal activity to recover prior period loan charge-offs and the Company has reduced the level of external marketing consulting in 1997 from 1996 which has reduced consulting expenses. FDIC assessments increased by $14,000 for the first half of 1997 as compared to the prior year due to the addition of a regulatory FICO assessment. The following table summarizes the significant components of noninterest expense for the dates indicated. Noninterest Expense June 30 June 30 Dollar % (Dollars in thousands) 1997 1996 Change Change ------------------- -------------- ---------------- --------------- Salaries and related benefits $3,402 $3,025 $377 12.5% Occupancy 491 502 (11) -2.2% Equipment 454 428 26 6.1% Foreclosed asset expenses 63 153 (90) -58.8% Goodwill and core deposit amortization 115 129 (14) -10.9% Telephone and postage 144 126 18 14.3% Data processing services 163 125 38 30.4% Marketing 101 116 (15) -12.9% Legal fees 143 90 53 58.9% Consulting fees 90 120 (30) -25.0% FDIC insurance 15 1 14 1400.0% Other 670 644 26 4.0% ------------------- -------------- ---------------- --------------- TOTAL NONINTEREST EXPENSE $5,851 $5,459 $392 7.2% =================== ============== ================ =============== Provision for Income Taxes The provision for income taxes for the first half of 1997 increased to $1,260,000 from $390,000 for the same period of the prior year. These provisions represent effective tax rates of 36% and 17%, respectively. The 1997 provision represents a more normalized effective tax rate as compared to the 1996 provision which included the tax benefits of prior period operating losses and tax carryforward items. Beginning July 1, 1996, the effective date of the quasi-reorganization, certain tax benefits which arose prior to the date of the quasi-reorganization, are being reported as a direct adjustment to common stock. FINANCIAL CONDITION Loans Average loans increased $39.7 million or 25.1% to $197.6 million for the six months ended June 30, 1997 from $157.9 million for the same period in 1996. The increase in average loans is attributed to an improving economic environment and an overall increase in loan demand. 10 Real estate construction loans as a percentage of total loans outstanding were 5.8% at June 30, 1997 compared to 1.6% at June 30, 1996. Risks associated with real estate construction lending are generally considered to be higher than risks associated with other forms of lending and accordingly, the Bank continues to fund real estate construction commitments on a limited basis with more 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 $65.5 million at June 30, 1997, an increase of $2.6 million or 4.2% from June 30, 1996. The following table sets forth the amount of loans outstanding in each category and the percentage of total loans outstanding for each category at the dates indicated. June 30 Dec. 31 June 30 ------------------------------- ------------------------------- ------------------------------- 1997 1996 1996 ------------------------------- ------------------------------- ------------------------------- Amount Percent Amount Percent Amount Percent --------------- ------------- -------------- ------------- ---------------- ------------ in thousands (Dollars in thousands) Commercial $114,293 53.3% $92,756 50.6% $79,765 49.0% Real estate - construction 12,495 5.8% 6,608 3.6% 2,574 1.6% Real estate - other 65,497 30.6% 64,272 35.0% 62,852 38.6% Installment and other 21,991 10.3% 19,757 10.8% 17,434 10.7% --------------- ------------- --------------- ------------- ---------------- ------------ TOTAL $214,276 100.0% $183,393 100.0% $162,625 100.0% =============== ============= =============== ============= ================ ============ Foreclosed Assets Foreclosed assets totaled $60,000 at June 30, 1997, as compared to $923,000 at December 31, 1996. During the first six months of 1997, the Company was successful in selling two properties with sales proceeds of $950,000, but foreclosed on one finished lot which has a book value of $60,000 at June 30, 1997. 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. June 30 Dec. 31 June 30 (Dollars in thousands) 1997 1996 1996 -------------- --------------- -------------- Loans 90 days or more past due and still accruing $ 467 $ 322 $ 518 Non-accrual loans 4,378 2,811 2,620 Other assets held for sale 205 275 275 Foreclosed assets 60 923 422 -------------- --------------- -------------- Total non-performing assets $5,110 $4,331 $3,835 ============== =============== ============== Non-performing assets to period end loans, other assets held for sale plus foreclosed assets 2.38% 2.35% 2.35% ============== =============== ============== The increase in non-performing assets at June 30, 1997 is due to a matured real estate loan in the amount of $1.9 million which was placed on non-accrual as the renewal is being negotiated. At June 30, 1997, the recorded investment in loans considered to be 11 impaired under Statement of Financial Accounting Standards No. 114 "Accounting by Creditors for Impairment of a Loan" as amended by Statement of Financial Accounting Standards No. 118 was $4,378,000 all of which were placed on a non-accrual basis. The related allowance for loan loss for impaired loans was $400,000. For the six months ended June 30, 1997, the average recorded investment in impaired loans was $3,508,000 and no interest income has been recognized on impaired loans. If interest income on those loans had been recognized, such income would have approximated $77,000. Allowance for Loan Losses The allowance for loan losses is maintained at a level that management of the Company considers to be adequate for losses that can be reasonably anticipated in relation to the risk of future losses inherent in the loan portfolio. The allowance is increased by charges to operating expenses and reduced by net charge-offs. In assessing the adequacy of the allowance for loan losses, management relies on its ongoing review of the loan portfolio to identify potential problem loans in a timely manner, ascertains whether there are probable losses which must be charged off and assesses the aggregate risk characteristics of the portfolio. Factors which influence management's judgment include the impact of forecasted economic conditions, historical loan loss experience, the evaluation of risks which vary with the type of loan, creditworthiness of the borrower and the value of the underlying collateral. Management believes the allowance for loan losses was adequate at June 30, 1997. The following table summarizes the changes in the allowance for loan losses for the periods indicated: Six Months Year Six Months Ended Ended Ended (Dollars in thousands) 6-30-97 12-31-96 6-30-96 -------------- --------------- -------------- Balance, at beginning of period $4,969 $4,960 $4,960 Charge-offs: Commercial 16 95 95 Real estate - construction 300 370 230 Real estate - other 0 477 175 Installment and other 16 127 126 -------------- --------------- -------------- Total charge-offs 332 1,069 626 Recoveries: Commercial 9 242 111 Real estate - construction 37 56 45 Real estate - other 48 140 105 Installment and other 10 40 5 -------------- --------------- -------------- Total recoveries 104 478 266 -------------- --------------- -------------- Net charge-offs 228 591 360 Provision charged to operations 50 600 450 -------------- --------------- -------------- Balance, at end of period $4,791 $4,969 $5,050 ============== =============== ============== Ratio of net charge-offs to average loans (annualized) 0.23% 0.36% 0.46% ============== =============== ============== Allowance at period end to total loans outstanding 2.24% 2.71% 3.11% ============== =============== ============== 12 Potential Problem Loans At June 30, 1997 there were no loans classified for regulatory purposes 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. Investment Portfolio The Company's investment portfolio is used primarily for liquidity purposes and secondarily for investment income. The portfolio is primarily composed of U.S. Treasury and U.S. government agency instruments and investment grade municipal obligations. The company has increased its investment in municipal securities to benefit from higher after-tax yields available on bank-qualified municipal securities. The table below summarizes the book value and estimated market values of investment securities at the dates indicated. June 30, --------------------------------------------------------------------- 1997 1996 -------------------------------- ---------------------------------- Book Market Book Market (Dollars in thousands) Value Value Value Value -------------- ---------------- ---------------- ---------------- SECURITIES HELD TO MATURITY: U.S. Treasury securities $16,017 $16,154 $10,818 $10,805 U.S. government agencies and corporation 5,920 5,922 29,081 29,434 Municipal securities 12,073 12,102 3,790 3,699 Collateralized mortgage obligations 109 113 149 154 -------------- ---------------- ---------------- ---------------- TOTAL $34,119 $34,291 $43,838 $44,092 ============== ================ ================ ================ SECURITIES AVAILABLE FOR SALE: U.S. Treasury securities $12,035 $12,146 $ - $ - U.S. government agencies and corporation 18,793 18,852 6,129 6,068 -------------- ---------------- ---------------- ---------------- TOTAL $30,828 $30,998 $6,129 $6,068 ============== ================ ================ ================ Deposits For the six months ended June 30, 1997 average deposits totaled $253.9 million, an increase of $51.4 million or 25.4% from $202.5 million for the same period in 1996. Management attributes the increase in deposits to an improving economic environment and an increase in loan demand. It is the Company's objective to become the primary bank for its customers servicing both the loan and the deposit needs. Accordingly, a correlation is expected between loan and deposit volumes such that deposit volumes will increase as loan activity increases. Average demand deposits totaled $71.7 million, an increase of $5.8 million or 8.7% from the same period in 1996, however as a percentage of total deposits, demand deposits decreased to 28.2% for the six months ended June 30, 1997 from 32.6% for the same period of the prior year. Average interest-bearing deposits increased $45.6 million or 33.4% for the six months ended June 30, 1997 from the same period in 1996. Average interest-bearing deposits comprised 71.8% of average total deposits for the six months ended June 30, 1997 and 67.4% of average total deposits for the six months ended June 30, 1996. The increase in savings and time deposits, which had the greatest level of growth of all deposit types, is attributed to the interest rate environment wherein 13 time deposit rates are comparable to interest rates on investment securities and do not include broker commissions or other transaction costs when purchased. The table below sets forth information regarding the Bank's average deposits by amount and percentage of total deposits for the six months ended June 30, 1997 and 1996. Average Deposits ---------------------------------------------------------------------- Six Months Ended June 30, -------------------------------------------------------------------------- 1997 1996 ----------------------------------- ---------------------------------- in thousands Amount Percentage Amount Percentage ------------- ---------------- ------------ --------------- Demand accounts $ 71,720 28.2% $ 65,959 32.6% Interest-bearing checking 19,324 7.6% 22,876 11.3% Money market 89,556 35.3% 70,033 34.6% Savings and time 73,256 28.9% 43,601 21.5% ------------- ----------- ------------ ----------- Total $253,856 100.0% $202,469 100.0% ============= =========== ============ =========== 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 June 30, 1997 had the following schedule of maturities: (In thousands) -------------- Three months or less $27,629 After three months through six months 20,580 After six months through twelve months 5,395 After twelve months 3,577 ------------- Total $57,181 ============= LIQUIDITY AND CAPITAL RESOURCES Liquidity Liquidity management refers to the Bank's ability to acquire funds to meet loan demand, to fund deposit withdrawals and to service other liabilities. To augment liquidity, the Bank has informal federal funds borrowing arrangements with correspondent banks totaling $24.0 million. The Bank 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 June 30, 1997 the Bank had no outstanding borrowings against these arrangements. Additionally, at June 30, 1997, unpledged government securities that are available to secure additional borrowing in the form of reverse repurchase agreements totaled approximately $43.6 million. At June 30, 1997 the Bank had no reverse repurchase agreements. The liquidity position of the Company declined during the first half of 1997 from December 31, 1996 as cash flows required for financing and investing activities exceeded the funds provided by operating activities by $27.5 million. Cash and cash equivalents of $3.6 million were required to accommodate deposit withdrawals and cash and cash equivalents of $27.8 million were required to fund investing activities which were partially funded by operating activities, which provided $4.0 million of cash and cash equivalents. 14 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 June 30, 1997, the Company had a liquidity ratio of 26.2% as compared to 36.5% at December 31, 1996. There were no over-night Federal Funds sold at June 30, 1997; however, at December 31, 1996 the liquidity ratio included $29.3 million of over-night Federal Funds sold which is an unusually high level and was attributed to client year-end activity. Capital Resources Total shareholders' equity increased to $35.7 million at June 30, 1997 from $34.1 million at December 31, 1996 reflecting retained income of $2,175,000 for the first half of 1997 offset by changes in the market adjustment of securities available for sale and a net reduction of $619,000 in common stock due to stock repurchases. The Company and the Bank are subject to capital adequacy guidelines issued by the Federal Reserve Board of Governors which require 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. At June 30, 1997 the Company's total risk-based capital ratio was 15.69%. The following table presents the Company's risk-based capital and leverage ratios as of June 30, 1997 and December 31, 1996. Minimum Capital Requirements To Be Minimum Considered Well Capitalized Capital Under Prompt Corrective Actual Requirements Action Provisions ----------------------------- ---------------------------- ----------------------------- Amount Ratio Amount Ratio Amount Ratio ------------- ------------ ------------ ------------ ------------ ------------ As of June 30, 1997: Total Capital (to Risk Weighted Assets) 37,674 15.69% 19,213 > 8.00% 24,016 10.00% Tier 1 Capital (to Risk Weighted Assets) 34,650 14.43% 9,606 > 4.00% 14,409 6.00% Tier 1 Capital (to Average Assets) 34,650 11.73% 11,816 > 4.00% 14,770 5.00% As of December 31, 1996: Total Capital (to Risk Weighted Assets) 35,412 16.10% 17,594 > 8.00% 21,993 10.00% Tier 1 Capital (to Risk Weighted Assets) 32,635 14.84% 8,797 > 4.00% 13,196 6.00% Tier 1 Capital (to Average Assets) 32,635 11.27% 11,580 > 4.00% 14,475 5.00% 15 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 (a) The annual meeting of shareholders of Civic BanCorp was held on May 8, 1997 and was adjourned until June 9 and adjourned again until June 23, in order to give more shareholders an opportunity to vote. (b) With respect to the election of directors at the annual meeting of shareholders (i) proxies were solicited pursuant to Regulation 14 under the Securities and Exchange Act of 1934, (ii) there was no solicitation in opposition to management's nominees as listed in the proxy statement, and (iii), all such nominees were elected. (c) At the meeting, there were insufficient affirmative votes to approve the Classified Board Amendment which would have amended the Company's bylaws to divide the Board of Directors into three classes with directors in each class serving a staggered three-year term. An affirmative vote of holders of a majority of the outstanding shares of Civic BanCorp common stock entitled to vote in person or by proxy at the Annual Meeting was required to amend the Company's bylaws. There were 2,135,943 votes for the proposal, 389,136 against the proposal and 6,563 votes abstaining. (d) At the meeting, there were insufficient affirmative votes to approve the Consent Amendment which would have amended the Company's Articles of Incorporation to add a new provision requiring that all shareholder actions be taken at an annual or special meeting of shareholders and prohibiting shareholder action by written consent in lieu of a meeting. An affirmative vote of holders of a majority of the outstanding shares of Civic BanCorp common stock entitled to vote in person or by proxy at the Annual Meeting was required to amend the Company's Articles of Incorporation. There were 2,105,692 votes for the proposal, 412,603 against the proposal, and 13,347 abstaining. The total number of shares of the Company's common stock outstanding as of March 10, 1997, the record date of the annual meeting, was 4,398,808. Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K - None 16 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: August 7, 1997 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 17