FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15 (D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the period ending JUNE 30, 1996
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Commission file number 0-27856
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CALIFORNIA COMMUNITY BANCSHARES CORPORATION
- -----------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)
DELAWARE 68-0366324
- ------------------------------- -------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
555 Mason Street, Suite 280, Vacaville, CA 95688-4612
- ------------------------------------------ -------------------
(Address of principal executive offices) (ZIP Code)
(707) 448-1200
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(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the past 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 CORPORATE ISSUERS:
State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date: 980,545
Transitional Small Business Disclosure Format (check one): YES [ ] NO [ X ]
INDEX
CALIFORNIA COMMUNITY BANCSHARES CORPORATION AND SUBSIDIARIES
PART I - FINANCIAL INFORMATION 3
Item 1 - Financial Statements 3
Condensed Consolidated Balance Sheets --
June 30, 1996 and December 31, 1995 3
Condensed Consolidated Statements of Income --
Three Months ended June 30, 1996 and June 30, 1995; and
Six Months ended June 30, 1996 and June 30, 1995 4
Statements of Cash Flows --
Six Months ended June 30, 1996 and 1995 5
Condensed Consolidated Statement of Changes in Shareholders' Equity 6
Notes to Condensed Consolidated Financial Statements 6
Item 2 - Management's Discussion and Analysis of Financial Condition
And Results of Operations 7
PART II - OTHER INFORMATION 19
Item 1 - Legal Proceedings 19
Item 2 - Changes in Securities 19
Item 3 - Defaults Upon Senior Securities 19
Item 4 - Submission of Matters to a Vote of Security Holders 19
Item 5 - Other Information 19
Item 6 - Exhibits and Reports of Form 8-K 19
SIGNATURES 20
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
CONDENSED CONSOLIDATED BALANCE SHEETS
California Community Bancshares Corporation
June 30, 1996 and December 31, 1995
(In Thousands, except shares information)(Unaudited)
-------- --------
ASSETS 06/30/96 12/31/95
-------- --------
Cash and due from banks $ 8,064 $ 9,346
Federal funds sold 0 1,915
-------- --------
Total cash and cash equivalents 8,064 11,261
Securities:
Securities available-for sale, net of
Unrealized (loss) of $(749) and $(111) 36,442 29,780
-------- --------
Total securities 36,442 29,780
Loans receivable: 113,783 111,124
Less: Allowance for loan losses 1,141 1,158
Deferred loan fees 617 732
-------- --------
Net loans receivable 112,025 109,234
Premises and equipment, net 2,112 2,137
Investments in real estate development ventures 4,545 4,607
Other real estate owned 182 182
Accrued interest receivable and other assets 2,997 2,882
-------- --------
TOTAL ASSETS $166,367 $160,083
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposits:
Non interest bearing $ 25,448 $ 21,900
Interest bearing:
Transaction 18,648 19,216
Savings 54,694 54,157
Time:
$100,000 or more 19,081 18,422
Other time 27,991 28,539
-------- --------
Total deposits 145,862 142,234
Repurchase agreements 891 665
Federal funds purchased 0 0
Other borrowed money 2,650 0
Accrued interest payable and other liabilities 557 897
Convertible subordinated debentures 3,865 4,025
-------- --------
TOTAL LIABILITIES $153,825 $147,821
SHAREHOLDERS' EQUITY
Common stock, $.10 par value, authorized
4,000,000 shares; Outstanding, 980,545
and 966,153 10,985 10,814
Retained earnings 1,992 1,513
Unrealized loss on securities available
for sale (net of tax) ( 435) ( 65)
-------- --------
Total shareholders' equity 12,542 12,262
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $166,367 $160,083
======== ========
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
California Community Bancshares Corporation
(Unaudited) (In Thousands Except Earnings per Common Share)
--------------------- ---------------------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
1996 1995 1996 1995
--------- --------- --------- ---------
INTEREST INCOME:
Loans and Loan Fees $ 2,719 $ 2,586 $ 5,342 $ 5,102
Securities:
Taxable 390 284 743 553
Tax Exempt 93 187 186 361
Federal Funds Sold 40 22 54 25
--------- --------- --------- ---------
Total Interest Income $ 3,242 $ 3,079 $ 6,325 $ 6,041
INTEREST EXPENSE:
Time Deposits $100,000 or More $ 242 $ 207 $ 496 $ 359
Other Deposits 931 1,096 1,835 2,111
Federal Funds and Repurchase
Agreements Purchased 13 17 28 46
Other Borrowings 36 0 37 0
Convertible Subordinated Debt 75 89 156 176
--------- --------- --------- ---------
Total Interest Expense 1,297 1,409 2,552 2,692
--------- --------- --------- ---------
NET INTEREST INCOME 1,945 1,670 3,773 3,349
PROVISION FOR LOAN LOSSES 93 61 207 130
--------- --------- --------- ---------
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 1,852 1,609 3,566 3,219
--------- --------- --------- ---------
OTHER OPERATING INCOME:
Service Charges on Deposit Accounts 208 201 401 396
Gain Sale of Available-
for-Sale Securities 2 15 3 21
Other Fees and Charges 127 65 317 144
--------- --------- --------- ---------
Total Other Operating Income 337 281 721 561
--------- --------- --------- ---------
OTHER OPERATING EXPENSES:
Salaries and Employee Benefits 829 729 1,649 1,503
Occupancy 267 286 556 573
Other 466 425 878 825
--------- --------- --------- ---------
Total Other Operating Expenses 1,562 1,440 3,083 2,901
--------- --------- --------- ---------
INCOME BEFORE PROVISION INCOME TAXES 627 450 1,204 879
PROVISION FOR INCOME TAXES 242 141 457 241
--------- --------- --------- ---------
NET INCOME $ 385 $ 309 $ 747 $ 638
========= ========= ========= =========
NET INCOME PER COMMON SHARE:
Primary $ 0.38 $ 0.31 $ 0.74 $ 0.64
========= ========= ========= =========
Fully Diluted $ 0.33 $ 0.27 $ 0.64 $ 0.56
========= ========= ========= =========
Weighted Average Shares Used to
Compute Income Per Common and
Equivalent Shares:
Primary 1,013,593 996,228 1,008,866 991,024
Fully Diluted 1,316,731 1,311,914 1,318,082 1,313,334
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
STATEMENTS OF CASH FLOWS
California Community Bancshares Corporation
Six Months Ended June 30, 1996 and 1995
(Unaudited)(In Thousands)
-------------------------
Six Months Ended June 30,
-------------------------
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 747 $ 638
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation and Amortization 316 299
Provision for Loan Losses 207 130
Provision for Deferred Income Taxes
Net Gain on the Sale of Securities ( 3) ( 21)
Loss (Gain) on the Sale of Premises and Equipment ( 7) 0
Effect of Changes in:
Interest Receivable and Other Assets ( 115) ( 241)
Interest Payable and Other Liabilities ( 340) 205
-------- --------
Net Cash Provided by Operating Activities 805 1,010
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of Available-for-sale Securities ( 8,573) ( 11,172)
Proceeds from Sales of Available-for-sale Securities 0 10,209
Proceeds from Maturities, Calls or Repayments of 1,489 604
Available-for-sale Securities
Purchases of Held to Maturity Securities 0 ( 1,457)
Proceeds from Maturity of Held to Maturity Securities 0 400
Net Change in Loans Receivable ( 2,998) ( 555)
Proceeds from Sales of Other Real Estate Owned 0 ( 4)
Purchases of Premises and Equipment ( 185) ( 486)
Proceeds from Sales of Premises and Equipment 14 14
Change in Investments in Real Estate Development 4 421
-------- --------
Net Cash Provided (Used) by Investing Activities ( 10,249) ( 2,026)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net Change in Deposits:
Non-interest Bearing 3,548 72
Interest-bearing 80 3,320
Net Change in Repurchase Agreements 226 155
Proceeds from Issuance (Conversion) of Convertible Debt ( 160) 0
Net Change in Other Borrowings 2,650 0
Cash Dividends Paid ( 268) ( 239)
Cash Proceeds from Debenture Conversion 160 0
Cash Proceeds from Stock Options Exercised 11 29
-------- --------
Net Cash Provided by Financing Activities 6,247 3,337
-------- --------
INCREASE (DECREASE) IN CASH AND EQUIVALENTS ( 3,197) 2,321
CASH AND CASH EQUIVALENTS:
Beginning of Year 11,261 7,347
-------- --------
End of Period $ 8,064 $ 9,668
======== ========
ADDITIONAL INFORMATION:
Cash Payments
Income Tax Payments $ 373 $ 185
======== ========
Interest Payments $ 1,331 $ 1,423
======== ========
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
CONDENSED CONSOLIDATED STATEMENT OF IN CHANGES IN SHAREHOLDERS' EQUITY
California Community Bancshares Corporation
(Unaudited)(In Thousands, Except Number of Shares)
-------------------------------------------------
Common Stock
------------------
Unrealized
Loss on
Investment
Number of Securities Share -
Shares Retained Available holders'
Outstanding Amount Earnings For Sale Equity
----------- ------ -------- ---------- -------
Balance at
December 31, 1995 966,153 $10,814 $1,513 ($ 65) $12,262
Stock Options Exercised 1,844 11 11
Stock Debentures Converted 12,548 160 160
Cash Dividend on Common Stock ( 268) ( 268)
Change in Unrealized Loss
- Investment Securities
Available for Sale ( 370) ( 370)
Net Income, June 30, 1996 747 747
----------- ------- ------ ---------- -------
Balance at June 30, 1996 980,545 $10,985 $1,992 ($ 435) $12,542
=========== ======= ====== ========== =======
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See Notes to Condensed Consolidated Financial Statements (Unaudited)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- June 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
California Community Bancshares Corporation (the Company) include the accounts
of the Company and its subsidiary. Significant intercompany items and
transactions have been eliminated. Such financial statements have been
prepared in accordance with generally acceptable accounting principals for
interim financial information and pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC) and, in Management's opinion, include
all adjustments (consisting only of normal recurring adjustments) necessary
for a fair presentation of results for such interim periods. Certain
information and note disclosures normally included in annual financial
statements prepared in accordance with generally accepted accounting
principals have been omitted pursuant to SEC rules or regulations; however,
the Company believes that the disclosures made are adequate to make the
information presented not misleading. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-KSB for the fiscal year ended December 31, 1995.
Operating results for the interim periods presented are not necessarily
indicative of the results that may be expected for the year ended December 31,
1996.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
As California Community Bancshares Corporation (the "Company") has not
commenced any business operations independent of Continental Pacific Bank (the
"Bank"), the following discussion pertains primarily to the Bank. Average
balances, including such balances used in calculating certain financial
ratios, are generally comprised of average daily balances for the Company.
OVERVIEW
The company earned $385,000 in the second quarter of 1996 and $747,000
for the six months ended June 30, 1996. The most recent quarter's income was
25% higher than the $309,000 reported in the same quarter last year while the
1996 year to date income is 17% higher than the $638,000 reported in the first
half of 1995. Fully diluted earnings per share for the current quarter
increased to $.33 from $.27 in the second quarter of 1995. Fully diluted
earnings per share for the first half of 1996 was $.64 versus $.56 for the
same period last year.
In the first half of 1996, net income before taxes increased $325,000 or
37.0% over the amount generated in the first half of 1995. Net interest
income and other operating income improved by 12.7% and 28.5%, respectively
over the same period last year while other operating expenses increased 6.3%.
Net interest income increased by $424,000 as average rates received on
interest earning assets increased while average rates paid on interest bearing
liabilities decreased. Increased average balances in interest earning assets
added significantly to interest income while decreased average balances of
interest-bearing deposits more than offset increased average balances of
borrowed funds reducing interest expenses. Net interest margin was 5.28% for
the first six months of 1996 compared to 4.80% in the same period the previous
year. Other operating income increased by $160,000 or 28.5% over the figure
reported in the same period last year. Other fees and charges, primarily fees
from the sale of Small Business Administration (SBA) loans and fees from the
sale of Mortgage loans, accounted for a substantial portion of this increase.
Other operating expense increased by $182,000 attributed mainly to a $146,000
increase in salaries and employee benefits.
Net income before taxes increased $177,000 or 39.3% in the second quarter
of 1996 over the amount reported in the second quarter of 1995. Net interest
income and other operating income improved by 16.5% and 19.9% respectively
over the same quarter's performance last year while other operating expenses
increased 8.5%. Net interest income increased by $275,000 as average rates
received on interest earning assets continued to rise while average rates paid
on interest bearing liabilities continued to fall. Increased average balances
in interest earning assets added significantly to interest income while
increased average balances of other borrowings slightly increased interest
expenses. Net interest margin was 5.31% in the second quarter of 1996
compared to 4.72% in the same period the previous year. Other operating
income increased by $56,000 or 19.9% over the figure reported in the same
quarter last year. Other fees and charges, primarily fees from the sale of
Small Business Administration (SBA) loans and fees from the sale of Mortgage
loans, accounted for a substantial portion of this increase. Other operating
expense increased by $122,000 attributed mainly to a $100,000 increase in
salaries and employee benefits.
Assets of the Company totalled $166.4 million at June 30, 1996, a $6.3
million increase over the 1995 end of year figure. A $3.6 million increase in
deposits and a $2.7 million increase in borrowed funds along with a $3.2
million deduction in cash and cash equivalents funded a $6.6 million increase
in investments and a $2.8 million increase in loans.
Return on Average Assets (ROA) was .93% and Return on Average Equity
(ROE) was 11.95% in the first half of 1996. For the same period in 1995,
these ratios were .82% and 11.59%, respectively.
Return on Average Assets (ROA) was .93% and Return on Average Equity
(ROE) was 12.28% in the second quarter of 1996. For the same period in 1995,
these ratios were .78% and 10.94%, respectively. At June 30, 1996, the
Company had a leverage capital ratio of 7.87%, a Tier 1 risk-based capital
ratio of 9.98% and a total risk-based capital ratio of 13.82%. These compare
to 7.75%, 9.65% and 13.71%, respectively at December 31, 1995.
On May 14, 1996, the Bank entered into a Purchase and Assumption
Agreement (the "Agreement") with Tracy Federal Bank, F.S.B., a Federal Savings
Bank ("Tracy"). The Agreement provides for the Bank to acquire the Concord,
California branch office of Tracy. Such an acquisition, if consummated, would
be consistent with the Company's strategic plan to expand the Bank's deposit
and lending activities into contiguous markets. If the transaction were
consummated as of June 30, 1996, the Bank's deposits would increase by
approximately eleven percent (11%) from June 30, 1996 levels. Pursuant to the
Agreement, no loans will be purchased by the Bank, and a modest premium will
be paid for the branch deposits. Applications seeking approval of the
transaction have been filed with the FDIC, the OTS and the California
Superintendent of Banks. The OTS approved the transaction on July 23, 1996.
The other regulatory applications are pending. Consummation of the
transaction is subject to satisfaction of a number of conditions, including,
without limitation, receipt of all required regulatory approvals, no material
adverse change in the condition of the branch prior to closing and the Bank
entering into a new lease with the landlord. While there can be no assurance
that the transaction will be consummated, the Bank is not aware of any reason
why the acquisition will not be consummated prior to the end of 1996.
The following tables provide a summary of the major elements of income
and expense for the second quarter of 1996 compared with the second quarter of
1995 as well as 1996 year to date income components compared to 1995 year to
date figures.
CONDENSED COMPARATIVE INCOME STATEMENT
California Community Bancshares Corporation
(In Thousands, Except Earnings per Common Share)
------------------ -------------------
Three Months % Change
Ended June 30, Increase (Decrease)
------------------ -------------------
1996 1995
------ ------
Interest Income $3,242 $3,079 5.3%
Interest Expense 1,297 1,409 (7.9 )
------ ------
Net Interest Income 1,945 1,670 16.5
Provision for Loan Losses 93 61 52.5
------ ------
Net Interest Income after
Provision for Loan Losses 1,852 1,609 15.1
Other Operating Income 337 281 19.9
Other Operating Expenses 1,562 1,440 8.5
------ ------
Income Before Income Taxes 627 450 39.3
Provision for Income Taxes 242 141 71.6
------ ------
Net Income $ 385 $ 309 24.6
Primary Earnings per Share $ 0.38 $ 0.31 22.6%
Fully Diluted Earnings per Share $ 0.33 $ 0.27 22.2%
- ----------------------------------------------------------------------------------
CONDENSED COMPARATIVE INCOME STATEMENT
California Community Bancshares Corporation
(In Thousands, Except Earnings per Common Share)
------------------ -------------------
Six Months % Change
Ended June 30, Increase (Decrease)
------------------ -------------------
1996 1995
------ ------
Interest Income $6,325 $6,041 4.7%
Interest Expense 2,552 2,692 ( 5.2 )
------ ------
Net Interest Income 3,773 3,349 12.7
Provision for Loan Losses 207 130 59.2
------ ------
Net Interest Income after
Provision for Loan Losses 3,566 3,219 10.8
Other Operating Income 721 561 28.5
Other Operating Expenses 3,083 2,901 6.3
------ ------
Income Before Income Taxes 1,204 879 37.0
Provision for Income Taxes 457 241 89.6
------ ------
Net Income $ 747 $ 638 17.1
Primary Earnings per Share $ 0.74 $ 0.64 15.6%
Fully Diluted Earnings per Share $ 0.64 $ 0.56 14.3%
- ------------------------------------------------------------------------------------
NET INTEREST INCOME / NET INTEREST MARGIN
Net interest income represents the excess of interest and fees earned on
interest-earning assets over interest paid on deposits and borrowed funds.
Net interest margin is net interest income expressed as a percentage of
average interest earning assets. Net interest income comprises the major
portions of the Company's revenue.
In the six months ended June 30, 1996, interest income increased $284,000
or 4.7% over the same period last year. Higher rates earned on loans combined
with increased average loan balances and increased average total securities
balances were the major factors contributing to this increase. Rates earned
on loans averaged 9.76% in the first half of 1996, 31 basis points or 3.3%
higher than the average of 9.45% in the first half of 1995. Loan balances
averaged $110.1 million in the six months ended June 30, 1996, $1.2 million
higher than average loan balances of $108.9 in the first half of 1995. Year
to date, 1996, total securities (taxable securities, nontaxable securities and
federal funds sold) averaged $33.5 million compared to $31.8 million in the
year ago period. Higher loan rates and loan volume in the current period
contributed $239,000 of the above increase while the remaining $45,000 was
derived from higher security interest income.
In the first half of 1996, interest expense declined by $140,000 or 5.2%
from the same period last year. Interest paid on time deposits increased by
$58,000 or 5% as average time deposit balances increased by $2.3 million and
average interest rates paid remained relatively constant at 5.17% and 5.19%,
respectively. Average money management balances on the other hand declined in
the first half of 1996 when compared to the same period last year by $2.9
million while the rate paid fell by 68 basis points to 4.46%. This reduction
in average balances and average rate paid on money management accounts
accounted for a $197,000 reduction in interest expense. Together these
changes accounted for 99% of the change in interest expense.
The combined effect of the increase in interest income and the decrease
in interest expense in the first half of 1996 versus the first half of 1995
resulted in an increase of $424,000 in net interest income. Net interest
margin increased 48 basis points from 4.80% to 5.28%.
In the quarter ended June 30, 1996, interest income increased $163,000 or
5.3% over the same period last year. Higher rates earned on loans combined
with increased average loan balances and increased average total securities
balances were the major factors contributing to this increase. Rates earned
on loans averaged 9.81% in the second quarter of 1996, 33 basis points or 3.5%
higher than the average of 9.48% in the second quarter of 1995. Loan balances
averaged $111.5 million in the second quarter of 1996, $2.0 million higher
than average loan balances of $109.5 in the second quarter of 1995. In the
most recent quarter total securities (taxable securities, nontaxable
securities and federal funds sold) averaged $35.9 million compared to $32.6
million in the year ago period. Higher loan rates and loan volume in the
current quarter contributed $131,000 of the above increase while the remaining
$32,000 was derived from higher security interest income.
In the second quarter of 1996, interest expense declined by $112,000 or
7.9% from the same period last year. Interest paid on time deposits declined
by $72,000 or 11% as average time deposit balances declined by $1.1 million
and average interest rates paid fell from 5.54% in the second quarter of 1995
to 5.06% in the current quarter. Average money management balances also
declined in the second quarter of 1996 when compared to the same period last
year by $1.6 million while the rate paid dropped by 50 basis points to 4.55%.
This reduction in average balances and rate paid on money management accounts
accounted for an additional $69,000 reduction in interest expense. The above
declines in deposit balances were more than offset by a $2.0 million increase
in lower cost NOW accounts, $.8 million increase in savings and money market
accounts and a $2.2 million increase in other borrowings from the Federal Home
Loan Bank. These funds were borrowed at a fixed rate to fund fixed rate loans
for similar terms. These borrowings, which increased interest expense by
$36,000, along with other minor changes in interest expense resulted in the
over all reduction in interest expense of $112,000.
The combined effect of the increase in interest income and the decrease
in interest expense in the second quarter of 1996 versus the second quarter of
1995 resulted in an increase of $275,000 in net interest income. Net interest
margin increased 59 basis points from 4.72% to 5.31%.
The following tables provide summaries of the components of interest
income, interest expense and net interest margins on earning assets for the
three months and six months ended June 30, 1996 versus the same periods in
1995.
ANALYSIS OF CHANGES IN NET INTEREST MARGIN ON AVERAGE EARNINGS ASSETS
California Community Bancshares Corporation
(In Thousands)
-----------------------------------------------------
Three Months Ended
-----------------------------------------------------
June 30, 1996 June 30, 1995
------------------------ -------------------------
Int. Avg. Int. Avg.
Average Earned Yield Average Earned Yield
Balance /Paid /Rate Balance /Paid /Rate
------- ------ ----- -------- ------ -----
ASSETS:
Interest Earning Assets
Federal Funds Sold $ 3,308 $ 40 4.91% $ 1,366 $ 22 6.46%
Taxable Investment Securities 25,735 390 6.09 17,842 278 6.25
Nontaxable Investment
Securities 6,851 93 5.45 13,362 191 5.73
Loans, Net (F1)(F2)(F3) 111,469 2,719 9.81 109,466 2,588 9.48
-------- ------ ----- -------- ------ -----
Total Interest Earning Assets 147,363 3,242 8.85 142,036 3,079 8.69
Cash and Due from Banks 8,889 7,540
Premises and Equipment, Net 2,168 2,270
Investment in Development
Ventures 4,568 4,675
Accrued Interest Receivable
And Other Assets 1,849 1,892
-------- --------
Total Average Assets $164,837 $158,413
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Interest-bearing Liabilities:
Interest-bearing Now Accounts 19,718 65 1.33 17,671 57 1.29
Savings Deposits and MMDA 17,807 100 2.26 16,974 99 2.34
Money Management 37,624 425 4.55 39,245 494 5.05
Time Deposits 27,560 339 4.95 32,006 446 5.59
Time Deposits over $100,000 18,586 242 5.23 15,237 207 5.45
Federal Funds Purchased 89 1 3.62 352 6 6.84
Security Repurchase Agreements 979 12 4.81 795 11 5.55
Other Borrowings 2,185 36 6.63 0 0 0.00
Subordinated Debentures 3,903 77 7.96 4,025 89 8.87
-------- ------ ----- -------- ------ -----
Total Average Interest-
Bearing Liabilities 128,451 1,297 4.06 126,305 1,409 4.47
Noninterest-bearing
Demand Deposits 23,657 20,688
Accrued Interest Payable and
Other Liabilities 185 123
-------- ------ ----- -------- ------ -----
Total Average Liabilities $152,293 $1,297 3.43% $147,116 $1,409 3.88%
======== ========
Total Equity 12,544 11,297
Total Average Liabilities and
Shareholders' Equity 164,837 158,413
Net Interest Rate Spread (F4) 4.79% 4.22%
Net Interest Income $1,945 $1,670
Net Interest Margin (F5) 5.31% 4.72%
- --------------------------------------------------------------------------------------------
<FN>
(F1) Average balances are computed principally on the basis of daily balances
(F2) Nonaccrual loans are included
(F3) Interest income on loans includes fees on loans of $185,000 in 1996 and
$107,000 in 1995.
(F4) Net interest rate spread represents the average yield earned on interest-
earning assets less the average rate paid on interest-bearing liabilities
(F5) Net interest margin is computed by dividing net interest income by total
average earning assets.
</FN>
ANALYSIS OF CHANGES IN NET INTEREST MARGIN ON AVERAGE EARNINGS ASSETS
California Community Bancshares Corporation
(In Thousands)
-----------------------------------------------------
Six Months Ended
-----------------------------------------------------
June 30, 1996 June 30, 1995
------------------------- -------------------------
Int. Avg. Int. Avg.
Average Earned Yield Average Earned Yield
Balance /Paid /Rate Balance /Paid /Rate
------- ------ ----- -------- ------ -----
ASSETS:
Interest Earning Assets
Federal Funds Sold $ 2,162 $ 54 5.02% $ 803 $ 25 6.28%
Taxable Investment Securities 24,447 743 6.11 18,015 542 6.07
Nontaxable Investment
Securities 6,905 186 5.42 12,945 371 5.78
Loans, Net (F1)(F2)(F3) 110,090 5,342 9.76 108,927 5,103 9.45
-------- ------ ----- -------- ------ -----
Total Interest Earning Assets 143,604 6,325 8.86 140,690 6,041 8.66
Cash and Due from Banks 8,553 6,886
Premises and Equipment, Net 2,184 2,318
Investment in Development
Ventures 4,580 4,648
Accrued Interest Receivable
And Other Assets 1,991 1,842
-------- --------
Total Average Assets $160,912 $156,384
======== ========
LIABILITIES AND
SHAREHOLDERS' EQUITY:
Interest-bearing Liabilities:
Interest-bearing Now Accounts 18,934 122 1.30 17,756 112 1.27
Savings Deposits and MMDA 17,242 197 2.30 17,854 208 2.35
Money Management 37,237 825 4.46 40,109 1,022 5.14
Time Deposits 27,581 690 5.03 29,781 769 5.21
Time Deposits over $100,000 18,584 496 5.37 14,088 359 5.14
Federal Funds Purchased 150 4 5.36 823 25 6.13
Security Repurchase Agreements 957 24 5.04 778 21 5.44
Other Borrowings 1,111 37 6.70 0 0 0.00
Subordinated Debentures 3,964 157 7.96 4,025 176 8.82
-------- ------ ----- -------- ------ -----
Total Average Interest-
Bearing Liabilities 125,760 2,552 4.08 125,214 2,692 4.34
Noninterest-bearing Demand
Deposits 22,460 19,994
Accrued Interest Payable and
Other Liabilities 184 171
-------- ------ ----- -------- ------ -----
Total Average Liabilities $148,404 $2,552 3.46% $145,379 $2,692 3.73%
======== ========
Total Equity 12,508 11,005
Total Average Liabilities and
Shareholders' Equity 160,912 156,384
Net Interest Rate Spread (F4) 4.78% 4.32%
Net Interest Income $3,773 $3,349
Net Interest Margin (F5) 5.28% 4.80%
- ---------------------------------------------------------------------------------------------
<FN>
(F1) Average balances are computed principally on the basis of daily balances
(F2) Nonaccrual loans are included
(F3) Interest income on loans includes fees on loans of $296,000 in 1996 and
$240,000 in 1995.
(F4) Net interest rate spread represents the average yield earned on interest-
earning assets less the average rate paid on interest-bearing liabilities
(F5) Net interest margin is computed by dividing net interest income by total
average earning assets.
</FN>
ANALYSIS OF VOLUME AND RATE CHANGES ON NET INTEREST INCOME AND EXPENSE
California Community Bancshares Corporation
(In Thousands)
---------------------------------------------------
Three Months Ended June 30, 1996 over June 30, 1995
---------------------------------------------------
Increase(decrease) Due to Change in:
------------------------------------
Volume Yield/Rate Total
------ ---------- -----
Federal Funds Sold $ 24 ($ 5) $ 18
Taxable Investment Securities 119 ( 7) 112
Nontaxable Investment Securities ( 89) ( 9) ( 98)
Loans, Net (F1)(F2) 41 90 131
------ ---------- -----
Total Interest Income 95 68 163
Interest-bearing Now Accounts 7 2 8
Savings Deposits and MMDA 4 ( 3) 1
Money Management ( 19) ( 49) ( 69)
Time Deposits ( 56) ( 51) ( 107)
Time Deposits over $100,000 43 ( 8) 35
------ ---------- -----
Total Interest Expense on Deposits ( 21) ( 111) ( 132)
Federal Funds Purchased ( 2) ( 3) ( 5)
Security Repurchase Agreements 2 ( 1) 1
Other Borrowings 36 0 36
Subordinated Debentures ( 3) ( 9) ( 12)
------ ---------- -----
Total Interest Expense 12 ( 124) ( 112)
------ ---------- -----
Net Interest Income $ 83 $ 192 $ 275
====== ========== =====
- -------------------------------------------------------------------------------------
<FN>
(F1) Nonaccrual loans are included
(F2) Interest income on loans includes fee income on loans of $185,000 in 1996
and $107,000 in 1995.
</FN>
ANALYSIS OF VOLUME AND RATE CHANGES ON NET INTEREST INCOME AND EXPENSE
California Community Bancshares Corporation
(In Thousands)
-------------------------------------------------
Six Months Ended June 30, 1996 over June 30, 1995
-------------------------------------------------
Increase(decrease) Due to Change in:
------------------------------------
Volume Yield/Rate Total
------ ---------- -----
Federal Funds Sold $ 32 ($ 3) $ 29
Taxable Investment Securities 199 2 201
Nontaxable Investment Securities ( 173) ( 12) ( 185)
Loans, Net (F1)(F2) 154 85 239
------ ---------- -----
Total Interest Income 212 72 284
Interest-bearing Now Accounts 9 1 10
Savings Deposits and MMDA ( 9) ( 2) ( 11)
Money Management ( 129) ( 68) ( 197)
Time Deposits ( 66) ( 13) ( 79)
Time Deposits over $100,000 129 8 137
------ ---------- -----
Total Interest Expense on Deposits ( 65) ( 75) ( 140)
Federal Funds Purchased ( 19) ( 2) ( 21)
Security Repurchase Agreements 4 ( 1) 3
Other Borrowings 37 0 37
Subordinated Debentures ( 10) ( 9) ( 19)
------ ---------- -----
Total Interest Expense ( 54) ( 86) ( 140)
------ ---------- -----
Net Interest Income $ 266 $ 158 $ 424
====== ========== =====
- ------------------------------------------------------------------------------------
<FN>
(F1) Nonaccrual loans are included
(F2) Interest income on loans includes fee income on loans of $296,000 in 1996
and $240,000 in 1995.
</FN>
PROVISION FOR LOAN LOSSES
In the second quarter of 1996, the company provided $93,000 for loan
losses versus $61,000 in the same period last year. This provision increased
the 1996 year to date provision to $207,000 versus $130,000 for the first six
months of 1995. The provision along with loan growth and net loan charge-offs
reduced the allowance for loan losses to loans receivable at June 30, 1996 to
1.0% from 1.04% at June 30, 1995. Management's ongoing analysis of the loan
portfolio determined that the balance of $1,141,000 in the allowance for loan
losses will be adequate to absorb losses inherent in the loan portfolio.
OTHER OPERATING INCOME
Total other operating income in the second quarter of 1996 increased
$56,000 or 19.9% over the same period last year and increased $160,000 or
28.5% for the first six months of 1996 over the first six months of 1995.
Income from services charges on deposit accounts remained somewhat constant at
$401,000 and $396,000 in the first half of 1996 and 1995, respectively. Gain
on sale of available securities declined from $21,000 in the first half of
1995 to $3,000 in the first half of 1996. The significant increases occurred
in other fees and charges. The sale of SBA loans generated fee income of
$94,000 in the first six months of 1996 versus none the prior year as this is
a new activity for the Bank in 1996. Fee income on the sale of 1-4 family
mortgages increased by $53,000 from $49,000 in the first half of 1995 to
$102,000 in the current year to date period.
Income from services charges on deposit accounts remained somewhat
constant at $208,000 and $201,000 in the second quarter of 1996 and 1995,
respectively. Gain on sale of available securities declined from $15,000 in
the second quarter of 1995 to $2,000 in the second quarter of 1996. The
significant increases occurred in other fees and charges. The sale of SBA
loans also generated fee income in the second quarter of 1996 contributing
$33,000 of the above increase. Fee income on the sale of 1-4 family mortgages
increased by $30,000 from $23,000 in the second quarter of 1995 to $53,000 in
the current quarter. Income from the Business Manager service, where the Bank
purchases account receivables from its customers, which was previously
reported as other fee income was reclassified this quarter and included in
loan interest and fees. This service generated $24,000 in income in the
current quarter and $16,000 in the first quarter of 1996. All of these
activities are expected to continue to generate fee income in the future.
OTHER OPERATING EXPENSE
Other operating expenses for the first six months of 1996 increased by
$182,000 or 6.3% over the figure reported for the same six-month period last
year. In the first half of 1996 salaries and benefits accounted for $146,000
of this increase. Approximately $65,000 of this increase was in the area of
officer salaries, due to normal salary increases, the addition of an officer
to oversee the new business manager program and higher loan commissions paid
as a function of higher loan production. Another $40,000 was due to higher
mortgage commissions as mortgage volume and fees increased. The Bank has a
number of bonus programs tied to the net profit of the branches as well as the
overall Bank. With year to date income up 17% in the first half of 1996,
accrued bonuses contributed approximately $31,000 of the increase in salaries.
Increased payroll taxes and other sundry categories accounted for the
remaining increases.
Occupancy expense declined by $17,000 in the first half of 1996 compared
to the same period the year before. Net rental income from the company's
commercial office building which is deducted from occupancy expense accounted
for $12,000 of this increase. Other expenses increased by $53,000 mainly due
to increased legal and accounting expenses associated to the formation of the
holding company and the potential purchase of a branch in Contra Costa County.
Other operating expenses increased by $122,000 or 8.5% over the same
quarter last year. In the second quarter of 1996 salaries and benefits
accounted for $100,000 of this increase. Approximately $45,000 of this
increase was in the area of officer salaries, due to normal salary increases,
the addition of an officer to oversee the new business manager program and
higher loan commissions paid as a function of higher loan production. Another
$20,000 was due to higher mortgage commissions as mortgage volume and fees
increased. The Bank has a number of bonus programs tied to the net profit of
the branches as well as the overall Bank. With income up 25% in the second
quarter of 1996, accrued bonuses contributed to approximately $21,000 of the
increase in salaries. Increased payroll taxes and other sundry categories
accounted for the remaining increases.
Occupancy expense declined by $19,000 in the second quarter of 1996
compared to the same quarter the year before. Net rental income from the
company's commercial office building which is deducted from occupancy expense
accounted for $12,000 of this quarter's increase. Other expenses increased by
$41,000 mainly due to increased legal and accounting expenses associated to
the formation of the holding company and the potential purchase of a branch in
Contra Costa County. For the current quarter other operating expense totalled
$1,562,000 or 3.79% of average assets. Management continually reviews and
attempts to minimize these expenses. It is the goal of the company to reduce
the overhead ratio to 3.5%.
PROVISION FOR INCOME TAXES
The Company recorded a $242,000 provision for income taxes in the second
quarter of 1996, which was $101,000 higher than the tax provision recorded in
the same quarter last year. For the first six months of 1996, the company
provided for $457,000 in income taxes versus $241,000 in the first six months
of 1995. Taxes were higher in both periods due to higher earning as well as
lower tax exempt income from tax-exempt securities. The effective tax rate
for the current period was 38.6% and 38.0% for the year to date period versus
31.3% and 27.4% in the same periods last year. The Company does not
anticipate increasing its holding of tax-exempt securities in the near future.
LOANS
In the second quarter of 1996, net loan balances increased $2.8 million
from year end 1995 totals. The composition of loans also changed
significantly in the first half of 1996. Construction and land development
loans declined by $2.0 million while equity loans, loans secured by 1-4 first
liens, loans secured by commercial real estate and commercial and industrial
loans increased by $1.4 million, $1.2 million, $1.1 million and $1.4 million,
respectively. All other categories had a net decline of $.3 million. The
Bank's largest loan category, real estate mortgage loans constituted 70.9% of
total loans outstanding at December 31, 1995 and 70.4% at June 30, 1996. Loan
growth is an intragal component of improved earnings. Management is
continually marketing its loan products. In the current competitive market,
pricing has become much more flexible while loan underwriting standards have
been maintained.
SECURITIES
At June 30, 1996, securities available-for-sale had a fair market value
of $36,442,000 with an amortized cost basis of $37,191,000. This represents a
$6,662,000 increase from the year end 1995 figure. Short term U.S. Treasury
Bonds accounted for $4.0 million of this increase, while U.S. Agency Bonds
increased $3.8 million and mortgage backed securities issued by U.S. Agencies
declined by $1.1 million. The portfolio now consists of approximately $4.0
million U.S. Treasuries, $13.9 million U.S. Agency bonds, $6.7 million in
securities issued by states and political subdivision in the U.S., $11.4
million in mortgage backed securities and $.5 million in Federal Home Loan
Bank stock. Approximately 49% of the debt security portfolio is a floating
rate, tied to either the 11th District Cost of Funds Index, the one-year
constant maturity treasury index or prime rate. With an overall increase in
interest rates, June 30, 1996 compared to December 31, 1996, along with a 24%
increase in the security portfolio classified as available for sale, the
unrealized loss on securities available for sale increased from $111,000 to
$749,000. Although the tax affected unrealized loss is a component of
shareholders equity, this figure is excluded from the calculation of
regulatory capital ratios. The security portfolio is a good source of both
liquidity and income.
NONPERFORMING ASSETS
As shown in the following table, total nonperforming assets have declined
$165,000 since year end, and by $1,134,000, since June 30, 1995. More
significantly is the fact that nonaccrual loans declined by $392,000 while
accruing loans past due 90 days increased by $233,000. At June 30, 1996,
nonperforming assets represented .97% of total assets while the ratio of
allowance for loan losses to nonperforming loans is 79.68%. Management
continues to make a concerted effort to reduce problem and potential problem
loans to reduce risk of loss.
-------- ------------
June 30, December 31,
1996 1995
-------- ------------
Nonaccrual Loans $ 657 $ 1,049
Accruing Loans past Due 90 Days or More 311 78
Restructured Loans (In Compliance with Modified Terms) 464 470
-------- ------------
Total Nonperforming Loans 1,432 1,597
Other Real Estate Owned 182 182
-------- ------------
Total Nonperforming Assets 1,614 1,779
======== ============
Total Loans, End of Period 113,783 111,124
Total Assets, End of Period 166,367 160,083
Allowance for Loan Losses $ 1,141 $ 1,158
Nonperforming Loans to Total Loans 1.26% 1.44%
Allowance for Loan Losses to Nonperforming Loans 79.68% 72.51%
Nonperforming Assets to Total Assets 0.97% 1.11%
Allowance for Loan Losses to Nonperforming Assets 70.69% 65.09%
ALLOWANCE FOR LOAN LOSSES
The Bank maintains its allowance for loan losses at a level considered by
management to be adequate to cover the risk of loss in the loan portfolio at a
particular point in time. This determination includes an evaluation and
analysis of historical experience, current loan mix and volume, as well as
current and projected economic conditions.
The following table presents information concerning the allowance and
provision for loan losses.
-------- --------
June 30, June 30,
1996 1995
-------- --------
Balance at December 31, 1995 & 1994 $ 1,158 $ 1,108
Provision Charged to Operations 207 130
Loans Charged off 228 90
Recoveries of Loans Previously Charged off 4 7
-------- --------
Balance, End of Period 1,141 1,155
Total Loans, End of Period $113,783 $111,582
Allowance for Loans Losses to Loans, End of Period 1.00% 1.04%
LIQUIDITY
Liquidity is measured by various ratios, The most common being the
liquidity ratio of cash, time deposits in other banks, Federal Funds sold, and
investment securities as compared to total deposits. At June 30, 1996, this
ratio was 30.5%.
The Bank also manages its interest rate sensitivity. This process
focuses on reducing the impact on net interest income due to shifts in
interest rates. The Bank measures its interest rate sensitivity with an asset
liability simulation model. The model analyzes the mix and repricing
characteristics of interest rate sensitive assets and liabilities using
multipliers (how interest rates change when Federal Funds rate changes by 1%)
and lags (time it takes for rates to change after Federal Funds rate changes).
The model simulates the effects on net interest income when the Federal Funds
rate experiences a 1% increase or decrease compared to current levels.
As of June 30, 1996, the traditional GAP analysis shows that the Bank is
moderately asset sensitive, while the asset liability simulation model, used
by management, showed the Bank was moderately liability sensitive.
EQUITY
As a result of the $747,000 earned in first half of 1996, the $171,000
sale of common stock from the exercise of stock options and conversion of
debentures and the payment of $268,000 in dividends, the following capital
levels and ratios were obtained as of June 30, 1996. The following table also
includes the regulatory capital minimums to be considered well capitalized.
---------------- ----------------------
Actual Well-Capitalized Ratio
---------------- ----------------------
Leverage $ 12,977 7.87% $ 8,242 5.00%
Tier One Risk-based 12,977 9.98 7,805 6.00
Total Risk-based 17,983 13.82% 10,407 8.00%
Risk Weighted Asset $130,088
Average Total Assets $164,837
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
N/A
ITEM 2 - CHANGES IN SECURITIES
N/A
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
N/A
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
N/A
ITEM 5 - OTHER INFORMATION
N/A
ITEM 6 - EXHIBITS AND REPORTS OF FORM 8-K
Page
----
a. Exhibits
1. Computations of Earnings Per Share 21
b. Reports on Form 8-K
None
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
CALIFORNIA COMMUNITY BANCSHARES CORPORATION
--------------------------------
Date /s/ Walter O. Sunderman
------------------ --------------------------------
Walter O. Sunderman
President and
Chief Executive Officer
--------------------------------
Date /s/ ANDREW S. POPOVICH
------------------ --------------------------------
Andrew S. Popovich
Executive Vice President and
Chief Administrative Officer
EXHIBIT 1
COMPUTATIONS OF EARNINGS PER SHARE
(Unaudited)(In Thousands, Except Earnings per Share)
--------------------- ---------------------
For the Three Months For the Six Months
Ended June 30, Ended June 30,
--------------------- ---------------------
1996 1995 1996 1995
--------- --------- --------- ---------
Weighted Average Shares Used to
Compute Common and Equivalent Shares:
Primary 1,013,593 996,228 1,008,866 991,024
Fully Diluted 1,316,731 1,311,914 1,318,082 1,313,334
========= ========= ========= =========
Net Income Used in the Computation
Of Income per Common Share:
Net Income, as Reported Used to
Compute Primary Income per Share $ 385 $ 309 $ 747 $ 638
========= ========= ========= =========
Adjustment for after Tax Effect
of Interest Paid on Convertible
Debentures 45 52 91 102
--------- --------- --------- ---------
Net Income, as Adjusted Used to
Compute Fully Diluted Income
per Share $ 430 $ 361 $ 838 $ 740
========= ========= ========= =========
Income per Common and Equivalent
Share:
Primary $ 0.38 $ 0.31 $ 0.74 $ 0.64
Fully Diluted $ 0.33 $ 0.27 $ 0.64 $ 0.56
========= ========= ========= =========