Table of Contents

 

 

 

**U.S. SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C.  20549**

 

**FORM 10-Q**

 

**x****      Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934**

 

**for the quarterly period ended March 31, 2011**

 

**o****         Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (No fee required)**

 

**for the period from                to               **

 

**Commission File Number 0-27666**

 

**NORTHERN CALIFORNIA BANCORP, INC.**

(Name of Small Business Issuer in its Charter)

 

**Incorporated in the State of California**

**IRS Employer Identification Number 77-0421107**

**Address:  601 Munras Avenue, Monterey, CA  93940**

**Telephone: (831) 649-4600**

 

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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 o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No o

 

Indicate by check mark whether the registrant is an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Act).

 

| Large accelerated filer o |   | Accelerated filer o         |
|--------------------------------|--------|----------------------------------|
|                           |   |                             |
| Non-accelerated filer o   |   | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes o  No x

 

As of May 10, 2011, the Corporation had 1,785,891 shares of common stock outstanding.

 

 

 

----

Table of Contents

 

TABLE OF CONTENTS

 
| **Facing   Page**     | 1                                                                                            |
|-----------------------|----------------------------------------------------------------------------------------------|
| **Table of Contents** | 2                                                                                            |
| **PART I**       | Financial Information                                                                        | 3-6 |
| Item 1                | Financial Statements                                                                         |   |
|                  | Consolidated   Balance Sheets                                                                | 3 |
|                  | Consolidated Statements of Operations                                                        | 4 |
|                  | Consolidated****Statements****of   Changes in Shareholders’ Equity                      | 5 |
|                  | Consolidated Statements of Cash Flows                                                        | 6 |
|                  | Notes to Consolidated Financial Statements                                                   | 7-28 |
| Item 2                | Management’s Discussion and Analysis of Financial   Condition and Results of Operations | 28-52 |
| Item   3              | (Not   Applicable)                                                                           |   |
| Item 4T               | Controls and Procedures                                                                      | 53 |
|                  |                                                                                         |   |
| **PART II**      | Other Information                                                                            |   |
| Item 1                | Legal Proceedings                                                                            | 54 |
| Item 2                | Unregistered   Sales of Equity Securities and Use of Proceeds                                | 55 |
| Item 3                | Defaults Upon   Senior Securities                                                            | 55 |
| Item 4                | Submission of Matters   to a Vote of Security Holders                                        | 55 |
| Item 5                | Other Information                                                                            | 55 |
| Item 6                | Exhibits                                                                                     | 55 |
| Signatures            | 55                                                                                           |
| Certifications        | 56-59                                                                                        |

 

2

----

Table of Contents

 

**PART I-FINANCIAL INFORMATION**

 

Item 1.             FINANCIAL STATEMENTS

 

NORTHERN CALIFORNIA BANCORP, INC.

AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 
| ** **                                                                                                    | ** ** | **MARCH 31** | ** ** | **DECEMBER 31** | ** ** |
|---------------------------------------------------------------------------------------------------------------|------------|-------------------|------------|----------------------|------------|
| **(Dollars in thousands, except share data)**                                        | ** ** | **2011**          | ** ** | **2010**             | ** ** |
| ** **                                                                                                    | ** ** | **(Unaudited)**   | ** ** | **(Audited)**        | ** ** |
| ASSETS:                                                                                                       |       |              |       |                 |       |
| Cash and Due From Banks                                                                                       |       | $                 | 11,826     |                 | $          | 16,400 |   |
| Trading Assets                                                                                                |       | 28                |       | 30                   |       |
| Investment Securities, available for sale                                                                     |       | 49,509            |       | 44,226               |       |
| Other Investments                                                                                             |       | 3,593             |       | 3,712                |       |
| Loans Held for Sale, at lower of cost or market                                                               |       | 3,165             |       | 3,937                |       |
| Loans, net of allowance for loan losses of $3,220   in 2011; $3,159 in 2010                                   |       | 152,504           |       | 147,612              |       |
| Bank Premises and Equipment, Net                                                                              |       | 4,597             |       | 4,802                |       |
| Cash Surrender Value of Life Insurance                                                                        |       | 4,258             |       | 4,226                |       |
| Foreclosed assets                                                                                             |       | 25,832            |       | 28,825               |       |
| Interest Receivable and Other Assets                                                                          |       | 8,575             |       | 9,847                |       |
| Total Assets                                                                                                  |       | $                 | 263,887    |                 | $          | 263,617 |   |
|                                                                                                          |       |              |       |                 |       |
| LIABILITIES AND   SHAREHOLDERS’ EQUITY:                                                                  |       |              |       |                 |       |
|                                                                                                          |       |              |       |                 |       |
| Non interest-bearing demand                                                                                   |       | $                 | 35,895     |                 | $          | 35,361 |   |
| Interest-bearing demand                                                                                       |       | 17,577            |       | 18,404               |       |
| Savings                                                                                                       |       | 11,477            |       | 9,660                |       |
| Time less than $100,000                                                                                       |       | 77,024            |       | 81,302               |       |
| Time in denominations of $100,000 or more                                                                     |       | 61,075            |       | 63,271               |       |
| Total Deposits                                                                                                |       | 203,048           |       | 207,998              |       |
|                                                                                                          |       |              |       |                 |       |
| Federal Home Loan Bank borrowed funds                                                                         |       | 29,000            |       | 25,000               |       |
| Revolving line of credit                                                                                      |       | 2,700             |       | 2,700                |       |
| Other borrowings                                                                                              |       | 1,534             |       | 289                  |       |
| Junior Subordinated Debt Securities                                                                           |       | 8,248             |       | 8,248                |       |
| Payable for investment securities purchased                                                                   |       | 2,000             |       | 145                  |       |
| Interest Payable and Other Liabilities                                                                        |       | 4,283             |       | 4,930                |       |
| Total Liabilities                                                                                             |       | 250,813           |       | 249,310              |       |
|                                                                                                          |       |              |       |                 |       |
| Shareholders’ Equity:                                                                                    |       |              |       |                 |       |
| Common Stock - No Par Value   Authorized 10,000,000 in 2011 and 2010   Outstanding:1,785,891 in 2011 and 2010 |       | 5,094             |       | 5,094                |       |
| Retained Earnings                                                                                             |       | 8,930             |       | 10,387               |       |
| Accumulated Other Comprehensive Loss                                                                          |       | (950              | )          | (1,174               | )          |
| Total Shareholders’ Equity                                                                               |       | 13,074            |       | 14,307               |       |
| Total Liabilities & Shareholders’ Equity                                                        |       | $                 | 263,887    |                 | $          | 263,617 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

----

Table of Contents

 

NORTHERN CALIFORNIA BANCORP, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

 
| ** **                                                               | ** ** | **THREE-MONTH PERIOD ENDING** | ** ** |
|--------------------------------------------------------------------------|------------|-----------------------------------------|------------|
| ** **                                                               | ** ** | **March 31**                       | ** ** |
| **(Dollars in thousands except share data)**    | ** ** | **2011**                                | ** ** | **2010** | ** ** |
| INTEREST INCOME:                                                         |       |                                    |       |   |   |
| Loans                                                                    |       | $                                       | 2,205      |   | $ | 2,571 |   |
| Time deposits with other financial institutions                          |       | 6                                       |       | 3 |   |
| Investment securities                                                    |       | 592                                     |       | 778 |   |
| Federal funds sold                                                       |       | —                                  |       | — |   |
| Total Interest Income                                                    |       | 2,803                                   |       | 3,352 |   |
|                                                                     |       |                                    |       |   |   |
| INTEREST EXPENSE:                                                        |       |                                    |       |   |   |
| Interest-bearing transaction accounts                                    |       | 5                                       |       | 5 |   |
| Savings and time deposit accounts                                        |       | 366                                     |       | 598 |   |
| Time deposits in denominations of $100,000 or more                       |       | 301                                     |       | 395 |   |
| Notes payable and other                                                  |       | 410                                     |       | 495 |   |
| Total Interest Expense                                                   |       | 1,082                                   |       | 1,493 |   |
|                                                                     |       |                                    |       |   |   |
| Net Interest Income                                                      |       | 1,721                                   |       | 1,859 |   |
| Provision for loan losses                                                |       | 1,100                                   |       | — |   |
| Net interest income after provision for loan   losses                    |       | 621                                     |       | 1,859 |   |
|                                                                     |       |                                    |       |   |   |
| NON-INTEREST INCOME:                                                     |       |                                    |       |   |   |
| Service charges on deposit accounts                                      |       | 85                                      |       | 123 |   |
| Income from sales and servicing of Small Business   Administration Loans |       | 50                                      |       | 63 |   |
| Gain on sales of investment securities                                   |       | 8                                       |       | 136 |   |
| Other income                                                             |       | 1,087                                   |       | 1,179 |   |
| Total non-interest income                                                |       | 1,230                                   |       | 1,501 |   |
|                                                                     |       |                                    |       |   |   |
| NON-INTEREST EXPENSE:                                                    |       |                                    |       |   |   |
| Salaries and Employee Benefits                                           |       | 912                                     |       | 916 |   |
| Occupancy and Equipment Expense                                          |       | 263                                     |       | 265 |   |
| Foreclosed assets, net                                                   |       | 326                                     |       | 734 |   |
| Professional Fees                                                        |       | 461                                     |       | 408 |   |
| Data Processing                                                          |       | 56                                      |       | 76 |   |
| Other general and administrative                                         |       | 1,231                                   |       | 1,132 |   |
| Total non-interest expenses                                              |       | 3,249                                   |       | 3,531 |   |
|                                                                     |       |                                    |       |   |   |
| Loss before tax provision (benefit)                                      |       | (1,398                                  | )          | (171 | ) |
| Income tax provision (benefit)                                           |       | 59                                      |       | (110 | ) |
| Net loss                                                                 |       | $                                       | (1,457     | ) | $ | (61 | ) |
|                                                                     |       |                                    |       |   |   |
| Loss per common share                                                    |       |                                    |       |   |   |
| Basic                                                                    |       | $                                       | (0.82      | ) | $ | (0.03 | ) |
| Diluted                                                                  |       | $                                       | (0.82      | ) | $ | (0.03 | ) |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

----

Table of Contents

 

NORTHERN CALIFORNIA BANCORP, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

 
| ** **                                                                                                           | ** ** | ** **         | ** ** | ** ** | ** ** | ** **   | ** ** | **Accumulated**              | ** ** | ** ** | ** ** |
|----------------------------------------------------------------------------------------------------------------------|------------|--------------------|------------|------------|------------|--------------|------------|------------------------------|------------|------------|------------|
| ** **                                                                                                           | ** ** | ** **         | ** ** | ** ** | ** ** | ** **   | ** ** | **Other Comprehensive** | ** ** | ** ** | ** ** |
| ** **                                                                                                           | ** ** | **Number of** | ** ** | **Common** | ** ** | **Retained** | ** ** | ** Income**             | ** ** | ** ** | ** ** |
| **(in thousands except share data)**                                                             | ** ** | **Shares**         | ** ** | **Stock**  | ** ** | **Earnings** | ** ** | **(Loss)**                   | ** ** | **Total**  | ** ** |
| ** **                                                                                                           | ** ** | ** **         | ** ** | ** ** | ** ** | ** **   | ** ** | ** **                   | ** ** | ** ** | ** ** |
| Balance at December 31, 2008                                                                                    |       | 1,803,908          |       | $          | 5,172      |         | $          | 9,482                        |       | $          | (302       | ) | $ | 14,352 |   |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Comprehensive income:                                                                                                |       |               |       |       |       |         |       |                         |       |       |       |
| Net income for the year                                                                                              |       | —             |       | —     |       | 1,611        |       | —                       |       | 1,611      |       |
| Change in net unrealized loss on AFS securities   and other assets net of reclassification adjusment and tax effects |       | —             |       | —     |       | —       |       | 272                          |       | 272        |       |
| Total comprehensive income                                                                                           |       |               |       |       |       |         |       |                         |       | 1,883      |       |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Stock repurchase                                                                                                     |       | (20,678            | )          | (84        | )          | —       |       | —                       |       | (84        | )          |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Balance at December 31, 2009                                                                                    |       | 1,783,230          |       | $          | 5,088      |         | $          | 11,093                       |       | $          | (30        | ) | $ | 16,151 |   |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Comprehensive income:                                                                                                |       |               |       |       |       |         |       |                         |       |       |       |
| Net loss for the year                                                                                                |       | —             |       | —     |       | (706         | )          | —                       |       | (706       | )          |
| Change in net unrealized loss on AFS securities   and other assets net of reclassification adjusment and tax effects |       | —             |       | —     |       | —       |       | (1,144                       | )          | (1,144     | )          |
| Total comprehensive loss                                                                                             |       |               |       |       |       |         |       |                         |       | (1,850     | )          |
| Exercise of stock options                                                                                            |       | 2,661              |       | 6          |       | —       |       | —                       |       | 6          |       |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Balance at December 31, 2010                                                                                    |       | 1,785,891          |       | $          | 5,094      |         | $          | 10,387                       |       | $          | (1,174     | ) | $ | 14,307 |   |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Comprehensive income:                                                                                                |       |               |       |       |       |         |       |                         |       |       |       |
| Net loss for the year                                                                                                |       | —             |       | —     |       | (1,457       | )          | —                       |       | (1,457     | )          |
| Change in net unrealized loss on AFS securities   and other assets net of reclassification adjusment and tax effects |       | —             |       | —     |       | —       |       | 224                          |       | 224        |       |
| Total comprehensive loss                                                                                             |       |               |       |       |       |         |       |                         |       | (1,233     | )          |
|                                                                                                                 |       |               |       |       |       |         |       |                         |       |       |       |
| Balance at March 31, 2011 (Unaudited)                                                                           |       | 1,785,891          |       | $          | 5,094      |         | $          | 8,930                        |       | $          | (950       | ) | $ | 13,074 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

----

Table of Contents

 

NORTHERN CALIFORNIA BANCORP, INC.

AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 
| ** **                                                                               | ** ** | **THREE MONTH PERIOD ENDED** | ** ** |
|------------------------------------------------------------------------------------------|------------|---------------------------------------------|------------|
| ** **                                                                               | ** ** | **MARCH 31**                           | ** ** |
| ** **                                                                               | ** ** | **2011**                                    | ** ** | **2010** | ** ** |
| **CASH FLOWS FROM OPERATING   ACTIVITIES**                                               |       |                                        |       |   |   |
| Net loss                                                                                 |       | $                                           | (1,457     | ) | $ | (61 | ) |
| Adjustments to reconcile net loss to net cash provided   (used) by operating activities: |       |                                        |       |   |   |
| Depreciation and amortization expense                                                    |       | 84                                          |       | 88 |   |
| Provision for loan losses                                                                |       | 1,100                                       |       | — |   |
| Provision for foreclosed asset losses                                                    |       | 83                                          |       | 649 |   |
| Realized gain on sales of available-for-sale   securities, net                           |       | (8                                          | )          | (136 | ) |
| Amortization of deferred loan fees, net                                                  |       | 17                                          |       | 28 |   |
| Net amortization(accretion) of discounts and   premiums on investment securities, net    |       | (28                                         | )          | (21 | ) |
| Deferred income tax expsense (benefit)                                                   |       | 373                                         |       | (184 | ) |
| (Gain)loss on sale of foreclosed assets                                                  |       | 172                                         |       | (23 | ) |
| Increase in cash surrender value of life insurance                                       |       | (32                                         | )          | (32 | ) |
| (Increase) decrease in assets:                                                           |       |                                        |       |   |   |
| Trading assets                                                                           |       | 2                                           |       | 75 |   |
| Loans held for sale                                                                      |       | 772                                         |       | (159 | ) |
| Interest receivable                                                                      |       | 194                                         |       | 83 |   |
| Other assets                                                                             |       | 679                                         |       | 1,170 |   |
| Decrease in liabilities                                                                  |       |                                        |       |   |   |
| Interest payable                                                                         |       | (157                                        | )          | (24 | ) |
| Other liabilities                                                                        |       | (635                                        | )          | (1,793 | ) |
| Net cash provided (used) by operating activities                                         |       | 1,159                                       |       | (340 | ) |
|                                                                                     |       |                                        |       |   |   |
| **CASH FLOWS FROM INVESTING   ACTIVITIES**                                               |       |                                        |       |   |   |
| Activity in available-for sale securities                                                |       |                                        |       |   |   |
| Sales                                                                                    |       | 514                                         |       | 2,768 |   |
| Maturities, prepayments, and calls                                                       |       | 38                                          |       | 74 |   |
| Purchases                                                                                |       | (3,445                                      | )          | (539 | ) |
| Redemption of stock investments, restricted                                              |       | 119                                         |       | — |   |
| Net increase (decrease) in loans                                                         |       | (6,439                                      | )          | 2,077 |   |
| Proceeds form loan sales                                                                 |       | —                                      |       | 252 |   |
| Proceeds from sale of other real estate owned                                            |       | 3,065                                       |       | 229 |   |
| Proceeds from sale of equipment                                                          |       | 144                                         |       | — |   |
| Additions to bank premises and equipment                                                 |       | (24                                         | )          | (272 | ) |
| Net cash provided (used) by investing activities                                         |       | (6,028                                      | )          | 4,589 |   |
|                                                                                     |       |                                        |       |   |   |
| **CASH FLOWS FROM FINANCING   ACTIVITIES**                                               |       |                                        |       |   |   |
| Net increase (decrease) in deposits                                                      |       | (4,950                                      | )          | 18,276 |   |
| Proceeds from borrowings                                                                 |       | 5,245                                       |       | 5,000 |   |
| Repayments on borrowing, net                                                             |       | —                                      |       | (10,000 | ) |
| Proceeds from exercise of stock options                                                  |       | —                                      |       | 6 |   |
| Net cash provided by financing activities                                                |       | 295                                         |       | 13,282 |   |
|                                                                                     |       |                                        |       |   |   |
| Net increase (decrease) in cash and cash   equivalents                                   |       | (4,574                                      | )          | 17,531 |   |
|                                                                                     |       |                                        |       |   |   |
| **CASH AND CASH EQUIVALENTS,   BEGINNING**                                               |       | 16,400                                      |       | 12,251 |   |
|                                                                                     |       |                                        |       |   |   |
| **CASH AND CASH EQUIVALENTS, ENDING**                                                    |       | $                                           | 11,826     |   | $ | 29,782 |   |

 

The accompanying notes are an integral part of these consolidated financial statements.

 

6

----

Table of Contents

 

**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS**

 

(NOTE 1) NATURE OF BUSINESS AND BASIS OF PRESENTATION

 

*Nature of Business*

 

Northern California Bancorp, Inc. (the “Corporation”) was incorporated on August 29, 1995, as a for-profit corporation under the California Corporate laws for the principal purpose of engaging in banking and non-banking activities as allowed for a bank holding company.  The Corporation’s sources of revenues at this time are dividends on investments, gains on securities transactions and potential dividends, management fees and tax equalization payments, if any, from the Monterey County Bank (the Bank).

 

The Corporation owns 100% of the Bank which operates five full service branches in Monterey County, California. The Corporation owns 100% of the common stock of two unconsolidated special purpose business trusts, “Northern California Bancorp, Inc. Trust I” and “Northern California Bancorp, Inc. Trust II”.

 

*Basis of Presentation*

 

The interim condensed consolidated financial statements of Northern California Bancorp, Inc. and Monterey County Bank are unaudited and reflect all adjustments (consisting only of normal recurring adjustments), which are, in the opinion of management, necessary for a fair presentation, in all material respects, of the consolidated financial position and operating results of the Corporation for the interim periods.  The results of operations for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2011.  The year-end consolidated balance sheet data at December 31, 2010 was derived from the audited financial statements.  All material intercompany balances and transactions have been eliminated in consolidation.

 

This financial information should be read in conjunction with the audited financial statements and notes thereto included in the Corporation’s Form 10-K for the fiscal year ended December 31, 2010.

 

(NOTE 2)  CRITICAL ACCOUNTING POLICIES

 

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make a number of judgments, estimates and assumptions that affect the reported amount of assets, liabilities, income and expenses in the Corporation’s financial statements and accompanying notes.  Management believes that the judgments, estimates and assumptions used in preparation of the Corporation’s financial statements are appropriate given the factual circumstances as of March 31, 2011.

 

Various elements of the Corporation’s accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments.  Critical accounting policies are those that involve the most complex and subjective decisions and assessments and have the greatest potential impact on the Corporation’s results of operation.  In particular, management has identified one accounting policy that, due to judgments, estimates and assumptions inherent in this policy and the sensitivity of the Corporation’s financial statements to those judgments, estimates and assumptions, is critical to an understanding of the Corporation’s financial statements.  This policy relates to the methodology that determines the

 

7

----

Table of Contents

 

Corporation’s allowance for loan losses.  Management has discussed the development and selection of this critical accounting policy with the Corporation’s Audit Committee of the Board of Directors.  Although Management believes the level of the allowance at March 31, 2011 is adequate to absorb losses inherent in the loan portfolio, a decline in the regional economy may result in increasing losses that cannot reasonably be predicted at this time.  For further information regarding the allowance for loan losses see “Provision and Allowance for Loan Losses” included elsewhere herein.

 

Another critical accounting policy relates to the valuation of other real estate owned (OREO). Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated cost to sell. Any write-down to fair value at the time of transfer to OREO is charged to the allowance for loan losses. Property is evaluated regularly to ensure that the recorded amount is supported by its current fair value and that valuation allowances to reduce the carrying amount to fair value less estimated costs to dispose are recorded as necessary. Revenue and expenses from operations of OREO and changes in the valuation allowance are included in net expenses from OREO.

 

A third critical accounting policy relates to the valuation of deferred tax assets. The Corporation is permitted to recognize deferred tax assets only to the extent that they are expected to be used to reduce amounts that have been paid or will be paid to tax authorities. Management reviews this each year by comparing the amount of the deferred tax assets with amounts paid in the past that might be recovered by carryback provisions in the tax code and with anticipated taxable income expected to be generated from operations in the future. If it does not appear that the deferred tax assets are usable, a valuation allowance would be established to acknowledge their uncertain benefit.

 

(NOTE 3) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

 

FASB ASU No. 2010-06, *Fair Value Measurements and Disclosures (Topic 820):Improving Disclosures About Fair Value Measurements*requires expanded disclosures related to fair value measurements including (i) the amounts of significant transfers of assets or liabilities between Levels 1 and 2 of the fair value hierarchy and the reasons for the transfers, (ii) the reasons for transfers of assets or liabilities in or out of Level 3 of the fair value hierarchy, with significant transfers disclosed separately, (iii) the policy for determining when transfers between levels of the fair value hierarchy are recognized and (iv) for recurring fair value measurements of assets and liabilities in Level 3 of the fair value hierarchy, a gross presentation of information about purchases, sales, issuances and settlements. ASU 2010-06 further clarifies that (i) fair value measurement disclosures should be provided for each class of assets and liabilities (rather than major category), which would generally be a subset of assets or liabilities within a line item in the consolidated balance sheet and (ii) entities should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for each class of assets and liabilities included in Levels 2 and 3 of the fair value hierarchy. The disclosures related to the gross presentation of purchases, sales, issuances and settlements of assets and liabilities included in Level 3 of the fair value hierarchy are required for the Corporation beginning January 1, 2011. The remaining disclosure requirements and clarifications made by ASU 2010-06 became effective for the Corporation on January 1, 2010.

 

8

----

Table of Contents

 

FASB ASU No. 2010-20, *Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses*, was issued on July 21, 2010 and requires significant new disclosures about the allowance for credit losses and the credit quality of financing receivables. The requirements are intended to enhance transparency regarding credit losses and the credit quality of loan and lease receivables. Under this statement, entities are required to provide more information about the credit quality of their financing receivables in the disclosures to financial statements, such as aging information and credit quality indicators.  Both new and existing disclosures must be disaggregated by portfolio segment or class.  The disaggregation of information is based on how an entity develops its allowance for credit losses and how it manages its credit exposure. This ASU is effective for interim and annual reporting periods ending after December 15, 2010.

 

FASB ASU No. 2011-01, *Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20*, was issued in January 2011. ASU 2011-01 temporarily delays the effective date of the disclosures about troubled debt restructurings in Update 2010-20 for public entities. The delay is intended to allow the Board time to complete its deliberations on what constitutes a troubled debt restructuring. The effective date of the new disclosures about troubled debt restructurings and the guidance for determining what constitutes a troubled debt restructuring will then be coordinated (see nest paragraph).

 

 FASB issued ASU No. 2011-02, *Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring*, was issued in April 2011.  ASU 2011-02 clarifies whether a restructuring constitutes a troubled debt restructuring by clarifying the guidance on a creditor’s evaluation of whether it has granted a concession and whether a debtor is experiencing financial difficulties. In addition, under this ASU a creditor is precluded from using the effective interest rate test when evaluating whether a restructuring constitutes a troubled debt restructuring. The amendments in this update are effective for the first interim or annual period beginning on or after June 15, 2011, and are to be applied retrospectively to the beginning of the annual period of adoption.  Management is assessing the impact of this ASU on the Corporation’s financial statements and disclosures.

 

(NOTE 4) STOCK BASED COMPENSATION

 

The Corporation’s compensation cost relating to share-based payment transactions is recognized in the financial statements based upon the fair value of the equity or liability instruments issued. Based on the stock-based compensation awards outstanding for the three months ended March 31, 2011 and 2010, there was no stock-based compensation expense.

 

Under the Corporation’s 1998 Stock Option Plan, the Corporation may grant incentive stock options and non-qualified stock options to directors, officers, and employees of the Corporation and its subsidiary, so long as the Corporation owns a majority of the equity interest of such subsidiary.  Incentive stock options are granted at fair value of the common stock on the date of grant.  However, an incentive stock option granted to an individual owning 10% or more of the Corporation’s stock after such grant must have an exercise price of at least 110%****of such fair market value and an exercise period of not more than five years.  Non-qualified stock options may be granted at prices not lower than 85% of the fair market value of the common stock on the date of grant.  The Board of Directors (Board) is authorized to determine when options become exercisable within a period not exceeding 10 years from the date of grant.  Under the Plan, 23,500 shares of common stock have been reserved for the granting of these options.  At March 31, 2011, 23,500 options were outstanding.  During 2011, no options were granted and no

 

9

----

Table of Contents

 

options were exercised by officers, employees, and Board members.  As of March 31, 2011, all options have been vested.

 

No further Options may be granted under the 1998 Stock Option Plan.  The plan provided that options could be granted for a period of ten years from the date the Plan was adopted by the Board.  The Board adopted the Plan on April 16, 1998.  The Plan remains in effect until all Options granted under the Plan have been exercised or have expired.

 

Under the Corporation’s 2007 Stock Option Plan, the Corporation may grant incentive stock options and non-qualified stock options to directors, officers, and employees of the Corporation and its subsidiary, so long as the Corporation owns a majority of the equity interest of such subsidiary.  Incentive stock options are granted at fair value of the common stock on the date of grant.  However, an incentive stock option granted to an individual owning 10% or more of the Corporation’s stock after such grant must have an exercise price of at least 110%****of such fair market value and an exercise period of not more than five years.  The Board is authorized to determine when options become exercisable within a period not exceeding 10 years from the date of grant.  Under the Plan, 300,000 shares of common stock have been reserved for the granting of these options.  As of March 31, 2011, no options have been granted under the 2007 Stock Option Plan.

 

(NOTE 5) EARNINGS PER SHARE

 

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period.  Diluted earnings per share reflect additional common shares that would have been outstanding, if potential dilutive common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.  Potential common shares that may be issued by the Corporation relate to outstanding stock options and warrants and are determined using the treasury stock method.

 

The weighted-average number of shares used in computing basic and diluted earnings per share is as follows:

 
| ** **                                                          | ** ** | **Earnings per share Calculation**                     | ** ** |
|---------------------------------------------------------------------|------------|-----------------------------------------------------------------------|------------|
| ** **                                                          | ** ** | **For the three months ended March 31** | ** ** |
| ** **                                                          | ** ** | **2011**                                                              | ** ** | **2010** | ** ** |
| ** **                                                          | ** ** | ** **                                                            | ** ** | **Weighted** | ** ** | ** ** | ** ** | ** ** | ** ** | **Weighted** | ** ** | ** ** | ** ** |
| ** **                                                          | ** ** | **Net**                                                               | ** ** | **Average** | ** ** | **Per Share** | ** ** | **Net** | ** ** | **Average** | ** ** | **Per Share** | ** ** |
| ** **                                                          | ** ** | **Loss**                                                              | ** ** | **Shares** | ** ** | **Amount** | ** ** | **Loss** | ** ** | **Shares** | ** ** | **Amount** | ** ** |
| ** **                                                          | ** ** | **(in thousands, except share data)**             | ** ** |
| Basic loss per share                                                |       | $                                                                     | (1,457     | ) | 1,785,891 |   | $ | (0.82 | ) | $ | (61 | ) | 1,783,733 |   | $ | (0.03 | ) |
|                                                                |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Effect of dilutive shares assumed exercise of outstanding   options |       | —                                                                |       | — |   | — |   | — |   | 2,727 |   | — |   |
|                                                                |       |                                                                  |       |   |   |   |   |   |   |   |   |   |   |
| Diluted loss per share                                              |       | $                                                                     | (1,457     | ) | 1,785,891 |   | $ | (0.82 | ) | $ | (61 | ) | 1,786,460 |   | $ | (0.03 | ) |

 

10

----

Table of Contents

 

(NOTE 6) INVESTMENT SECURITIES

 

The following table presents investment securities, available for sale at March 31, 2011 and December 31, 2010:

 
| ** **                          | ** ** | **March 31, 2011**         | ** ** |
|-------------------------------------|------------|--------------------------------------|------------|
| ** **                          | ** ** | **Amortized   Cost**                 | ** ** | **Gross   Unrealized   Gains** | ** ** | **Gross   Unrealized   Loss** | ** ** | **Fair Value** | ** ** |
| ** **                          | ** ** | **(Dollars in thousands)** | ** ** |
| Securities Available for Sale       |       |                                 |       |   |   |   |   |   |   |
| Mortgage Backed Securities          |       | $                                    | 589        |   | $ | 27 |   | $ | — |   | $ | 616 |   |
| State/Local Agency Securities       |       | 48,678                               |       | 115 |   | (1,902 | ) | 46,891 |   |
| Government Agency Securities        |       | 2,000                                |       | 2 |   | — |   | 2,002 |   |
|                                |       |                                 |       |   |   |   |   |   |   |
| Total securities available for sale |       | $                                    | 51,267     |   | $ | 144 |   | $ | (1,902 | ) | $ | 49,509 |   |

 
| ** **                          | ** ** | **December 31, 2010**      | ** ** |
|-------------------------------------|------------|--------------------------------------|------------|
| ** **                          | ** ** | **Amortized   Cost**                 | ** ** | **Gross   Unrealized   Gains** | ** ** | **Gross   Unrealized   Loss** | ** ** | **Fair Value** | ** ** |
| ** **                          | ** ** | **(Dollars in thousands)** | ** ** |
| Securities Available for Sale       |       |                                 |       |   |   |   |   |   |   |
| Mortgage Backed Securities          |       | $                                    | 625        |   | $ | 28 |   | $ | — |   | $ | 653 |   |
| State/Local Agency Securities       |       | 43,788                               |       | 60 |   | (2,277 | ) | 41,571 |   |
| Government Agency Securities        |       | 2,000                                |       | 2 |   | — |   | 2,002 |   |
|                                |       |                                 |       |   |   |   |   |   |   |
| Total securities available for sale |       | $                                    | 46,413     |   | $ | 90 |   | $ | (2,277 | ) | $ | 44,226 |   |

 

In addition, the Corporation maintains a trading account, at fair value, consisting of marketable securities.  At March 31, 2011 and December 31, 2010 the account value was $28,000 and $30,000, respectively.

 

The amortized cost and fair value of debt securities by contractual maturity date at March 31, 2011 follows:

 
| ** **          | ** ** | **Available for Sale**     | ** ** |
|---------------------|------------|--------------------------------------|------------|
| ** **          | ** ** | **Amortized**                        | ** ** | **Fair** | ** ** |
| ** **          | ** ** | **Cost**                             | ** ** | **Value** | ** ** |
| ** **          | ** ** | **(Dollars in thousands)** | ** ** |
|                |       |                                 |       |   |   |
| Due after ten years |       | $                                    | 51,267     |   | $ | 49,509 |   |
|                     |            |                                      |            |  |  |  |  |

 

Proceeds from maturity and sales of investment securities for the three months ended March 31, 2011, and 2010 were $514,000, and $2,768,000, respectively.  Realized gains for the three months ended March 31, 2011, and 2010 were $8,000, and $136,000, respectively.

 

At March 31, 2011 and December 31, 2010, U.S. Government and Mortgage Backed obligations with a carrying value of $2,618,000 and $2,655,000, respectively, were pledged to secure advances from the FHLB.

 

11

----

Table of Contents

 

At March 31, 2011 and December 31, 2010 State/Local Agency obligations with a carrying value of $8,928,000 and $9,637,000, respectively, were pledged to secure loans from the Federal Reserve Bank.

 

In March 2011, the Bank purchased a $2,000,000 debt security that had a settlement date in April 2011.  The Bank had recorded the investment security purchased as of the trade date and recorded the corresponding payable for investment securities purchased of $2,000,000 at March 31, 2011.

 

Information pertaining to securities with gross unrealized losses at March 31, 2011, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

 
| ** **                     | ** ** | **Less than 12 Months** | ** ** | **12 Months or More** | ** ** | **Total**       | ** ** |
|--------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|-----------------|------------|
| ** **                     | ** ** | **Fair**                               | ** ** | **Unrealized**                       | ** ** | **Fair**        | ** ** | **Unrealized** | ** ** | **Fair** | ** ** | **Unrealized** | ** ** |
| ** **                     | ** ** | **Value**                              | ** ** | **Loss**                             | ** ** | **Value ** | ** ** | **Loss** | ** ** | **Value** | ** ** | **Loss** | ** ** |
| ** **                     | ** ** | **(Dollars in thousands)**   | ** ** |
| Securities Available for Sale: |       |                                   |       |                                 |       |            |       |   |   |   |   |   |   |
| State/Local Agency Securities  |       | $                                      | 25,846     |                                 | $          | (1,064          | )          | $ | 8,731 |   | $ | (838 | ) | $ | 34,577 |   | $ | (1,902 | ) |
|                                |            |                                        |            |                                      |            |                 |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

Information pertaining to securities with gross unrealized losses at December 31, 2010, aggregated by investment category and length of time that individual securities have been in a continuous loss position follows:

 
| ** **                     | ** ** | **Less than 12 Months** | ** ** | **12 Months or More** | ** ** | **Total** | ** ** |
|--------------------------------|------------|----------------------------------------|------------|--------------------------------------|------------|-----------|------------|
| ** **                     | ** ** | **Fair**                               | ** ** | **Unrealized**                       | ** ** | **Fair**  | ** ** | **Unrealized** | ** ** | **Fair** | ** ** | **Unrealized** | ** ** |
| ** **                     | ** ** | **Value**                              | ** ** | **Loss**                             | ** ** | **Value** | ** ** | **Loss** | ** ** | **Value** | ** ** | **Loss** | ** ** |
| ** **                     | ** ** | **(Dollars in thousands)**   | ** ** |
| Securities Available for Sale: |       |                                   |       |                                 |       |      |       |   |   |   |   |   |   |
| State/Local Agency Securities  |       | $                                      | 27,238     |                                 | $          | (1,367    | )          | $ | 5,854 |   | $ | (910 | ) | $ | 33,092 |   | $ | (2,277 | ) |
|                                |            |                                        |            |                                      |            |           |            |  |  |  |  |  |  |  |  |  |  |  |  |

 

At a minimum Management evaluates securities for other-than-temporary impairment on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to: (1) the length of time and the extent to which the fair value has been less than cost; (2) the financial condition and near-term prospects of the issuer; (3) the Bank’s intention not to sell the security; and (4) the lack of any need to sell the security before recovery of its cost basis.

 

On March 31, 2011, 70 securities had an unrealized loss with aggregate depreciation of 3.84% from the Bank’s amortized cost basis. On December 31, 2010, 75 securities had an unrealized loss with aggregate depreciation of 6.56% from the Bank’s amortized cost basis. The unrealized losses relate to securities issued by state and local government agencies.  All such securities are deemed to be investment grade as determined either by Moody or Standard and

 

12

----

Table of Contents

 

Poor’s or, for unrated securities, by an independent consultant.  Based on this and the factors stated in the previous paragraph, no decline is deemed to be other-than-temporary.

 

(NOTE 7) LOANS AND ALLOWANCE FOR LOAN LOSSES

 

The following table presents information on loans and the allowance for loan losses at March 31, 2011 and December 31, 2010:

 
| ** **                                     | ** ** | **March 31**                    | ** ** | **December 31** | ** ** |
|------------------------------------------------|------------|--------------------------------------|------------|----------------------|------------|
| ** **                                     | ** ** | **2011**                             | ** ** | **2010**             | ** ** |
| ** **                                     | ** ** | **(Dollars in thousands)** | ** ** |
|                                           |       |                                 |       |                 |       |
| Commercial and industrial                      |       | $                                    | 18,792     |                 | $          | 22,217 |   |
| Construction and land                          |       | 12,874                               |       | 14,788               |       |
| Real Estate - commercial                       |       | 64,706                               |       | 62,854               |       |
| Real Estate - residential                      |       | 46,368                               |       | 42,716               |       |
| Consumer                                       |       | 3,696                                |       | 489                  |       |
| SBA - unguaranteed portion held for investment |       | 5,653                                |       | 5,351                |       |
| SBA - guaranteed portion                       |       | 6,324                                |       | 5,864                |       |
| Other                                          |       | 620                                  |       | 590                  |       |
| Total                                          |       | 159,033                              |       | 154,869              |       |
| Allowance for loan losses                      |       | (3,220                               | )          | (3,159               | )          |
| Deferred origination fees, net                 |       | (144                                 | )          | (161                 | )          |
|                                           |       |                                 |       |                 |       |
| Loans, net                                     |       | $                                    | 155,669    |                 | $          | 151,549 |   |

 

Loans held for sale totaled $3,165,000 and $3,937,000 at March 31, 2011 and December 31, 2010, respectively, and are included in the SBA guaranteed portion above.

 

13

----

Table of Contents

 

The following tables present an analysis of credit quality indicators by loan class at March 31, 2011 and December 31, 2010:

 
| ** **                                    | ** ** | **March 31, 2011**         | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | **Grade**                            | ** ** |
| ** **                                    | ** ** | **(Dollars in thousands)** | ** ** |
| ** **                                    | ** ** | **Pass**                             | ** ** | **Special   Mention** | ** ** | **Substandard** | ** ** | **Doubtful** | ** ** | **Total** | ** ** |
| Construction and land:                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Land                                          |       | $                                    | 9,604      |   | $ | 1,409 |   | $ | 1,861 |   | $ | — |   | $ | 12,874 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| One to four residential:                      |       |                                 |       |   |   |   |   |   |   |   |   |
| First liens                                   |       | 34,457                               |       | 1,765 |   | 3,835 |   | — |   | 40,057 |   |
| Junior liens                                  |       | 4,662                                |       | 1,503 |   | 146 |   | — |   | 6,311 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Commercial real estate:                       |       |                                 |       |   |   |   |   |   |   |   |   |
| Owner occupied                                |       | 26,173                               |       | 5,316 |   | — |   | — |   | 31,489 |   |
| Non-owner occupied                            |       | 31,190                               |       | 1,176 |   | 851 |   | — |   | 33,217 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Commercial and industrial:                    |       |                                 |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | 11,422                               |       | 1,536 |   | 3,471 |   | — |   | 16,429 |   |
| Unsecured                                     |       | 2,363                                |       | — |   | — |   | — |   | 2,363 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Consumer                                      |       | 3,685                                |       | 11 |   | — |   | — |   | 3,696 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA:                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | 5,131                                |       | — |   | 522 |   | — |   | 5,653 |   |
| SBA, guaranteed portion                       |       | 4,760                                |       | — |   | 642 |   | 922 |   | 6,324 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Other                                         |       | 620                                  |       | — |   | — |   | — |   | 620 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Total                                         |       | $                                    | 134,066    |   | $ | 12,716 |   | $ | 11,328 |   | $ | 922 |   | $ | 159,033 |   |

 

14

----

Table of Contents

 
| ** **                                    | ** ** | **December 31, 2010**      | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | **Grade**                            | ** ** |
| ** **                                    | ** ** | **Pass**                             | ** ** | **Special   Mention** | ** ** | **Substandard** | ** ** | **Doubtful** | ** ** | **Total** | ** ** |
| ** **                                    | ** ** | **(Dollars in thousands)** | ** ** |
| Construction and land:                        |       |                                 |       |   |   |   |   |   |   |   |   |
| One-to four-family residential                |       | $                                    | —     |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   |
| Commercial real estate                        |       | —                               |       | — |   | 1,265 |   | — |   | 1,265 |   |
| Land                                          |       | 8,837                                |       | — |   | 4,686 |   | — |   | 13,523 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| One-to four-residential:                      |       |                                 |       |   |   |   |   |   |   |   |   |
| First liens                                   |       | 32,691                               |       | — |   | 4,610 |   | — |   | 37,301 |   |
| Junior liens                                  |       | 4,790                                |       | 162 |   | 463 |   | — |   | 5,415 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Commercial real estate:                       |       |                                 |       |   |   |   |   |   |   |   |   |
| Owner occupied                                |       | 25,818                               |       | 3,693 |   | — |   | — |   | 29,511 |   |
| Non-owner occupied                            |       | 31,947                               |       | 500 |   | 896 |   | — |   | 33,343 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Commercial and industrial:                    |       |                                 |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | 13,071                               |       | 658 |   | 3,339 |   | — |   | 17,068 |   |
| Unsecured                                     |       | 5,149                                |       | — |   | — |   | — |   | 5,149 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Consumer                                      |       | 363                                  |       | 113 |   | 13 |   | — |   | 489 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA:                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | 4,782                                |       | 11 |   | 418 |   | 140 |   | 5,351 |   |
| SBA, guaranteed portion                       |       | 4,256                                |       | — |   | 713 |   | 895 |   | 5,864 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Other                                         |       | 590                                  |       | — |   | — |   | — |   | 590 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Total                                         |       | $                                    | 132,294    |   | $ | 5,137 |   | $ | 16,403 |   | $ | 1,035 |   | $ | 154,869 |   |

 

The Company’s policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full highly questionable and improbable, based on currently existing facts, conditions and values. Assets (or portions of assets) classified as loss are those considered uncollectible and of such little value that their continuance as assets is not warranted. Assets that do not expose the Bank to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are required to be designated as special mention.

 

When assets are classified as substandard or doubtful, the Company allocates a portion of the related general loss allowances to such assets as the Company deems prudent. Determinations as to the classification of assets and the amount of loss allowances are subject to review by regulatory agencies, which can require that we establish additional loss allowances. The Bank 

 

15

----

Table of Contents

 

regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

 

The following table sets forth an aging analysis of past due loans by loan class at March 31, 2011 and December 31, 2010:

 
|                                          |   | **March 31, 2011**         |   |
|-----------------------------------------------|--------|--------------------------------------|--------|
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   | **Recorded** |   |
|                                          |   |                                 |   |   |   | **Greater** |   |   |   |   |   |   |   | **Investment** |   |
|                                          |   | **30-59 Days**                  |   | **60-89 Days** |   | **Than** |   | **Total** |   |   |   | **Total** |   | **90 Days or more** |   |
|                                          |   | **Past Due**                    |   | **Past Due** |   | **90 Days** |   | **Past Due** |   | **Current** |   | **Loans** |   | **and Accruing** |   |
|                                          |   | **(Dollars in thousands)** |   |
| Construction and land:                        |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Land                                          |   | $                                    | — |   | $ | — |   | $ | 1,861 |   | $ | 1,861 |   | $ | 11,013 |   | $ | 12,874 |   | $ | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| One to four residential:                      |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| First liens                                   |   | 2,454                                |   | — |   | 1,988 |   | 4,442 |   | 35,615 |   | 40,057 |   | — |   |
| Junior liens                                  |   | 183                                  |   | — |   | 146 |   | 329 |   | 5,982 |   | 6,311 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial real estate:                       |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Owner occupied                                |   | —                               |   | — |   | 452 |   | 452 |   | 31,037 |   | 31,489 |   | 452 |   |
| Non-owner occupied                            |   | 1,241                                |   | — |   | 851 |   | 2,092 |   | 31,125 |   | 33,217 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial and industrial:                    |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Secured                                       |   | —                               |   | — |   | 4,119 |   | 4,119 |   | 12,310 |   | 16,429 |   | 648 |   |
| Unsecured                                     |   |                                 |   |   |   | — |   | — |   | 2,363 |   | 2,363 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Consumer                                      |   | 258                                  |   | — |   | — |   | 258 |   | 3,438 |   | 3,696 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA:                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |   | 407                                  |   | — |   | 280 |   | 687 |   | 4,966 |   | 5,653 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA, guaranteed portion                       |   | 104                                  |   | — |   | 1,564 |   | 1,668 |   | 4,656 |   | 6,324 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                                         |   | —                               |   | — |   | — |   | — |   | 620 |   | 620 |   | — |   |
|                                          |   |                                 |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                         |   | $                                    | 4,647  |   | $ | — |   | $ | 11,261 |   | $ | 15,908 |   | $ | 143,125 |   | $ | 159,033 |   | $ | 1,100 |   |

 

16

----

Table of Contents

 
| ** **                                    | ** ** | **December 31, 2010**      | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | ** **                           | ** ** | ** ** | ** ** | **Greater** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Recorded** | ** ** |
| ** **                                    | ** ** | ** **                           | ** ** | ** ** | ** ** | **Than** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Investment** | ** ** |
| ** **                                    | ** ** | **30-59 Days**                  | ** ** | **60-89 Days** | ** ** | **90 Days** | ** ** | **Total** | ** ** | ** ** | ** ** | **Total** | ** ** | **90 Days or more** | ** ** |
| ** **                                    | ** ** | **Past Due**                    | ** ** | **Past Due** | ** ** | **Past Due** | ** ** | **Past Due** | ** ** | **Current** | ** ** | **Loans** | ** ** | **and Accruing** | ** ** |
| ** **                                    | ** ** | **(Dollars in thousands)** | ** ** |
| Construction and land:                        |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial real estate                        |       | $                                    | —     |   | $ | — |   | $ | 1,265 |   | $ | 1,265 |   | $ | — |   | $ | 1,265 |   | $ | — |   |
| Land                                          |       | —                               |       | 265 |   | 1,922 |   | 2,187 |   | 11,336 |   | 13,523 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| One-to four-residential:                      |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| First liens                                   |       | 1,924                                |       | — |   | 2,763 |   | 4,687 |   | 32,614 |   | 37,301 |   | — |   |
| Junior liens                                  |       | 97                                   |       | 162 |   | 25 |   | 284 |   | 5,131 |   | 5,415 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial real estate:                       |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Owner occupied                                |       | —                               |       | — |   | — |   | — |   | 29,511 |   | 29,511 |   | — |   |
| Non-owner occupied                            |       | 635                                  |       | — |   | 896 |   | 1,531 |   | 31,812 |   | 33,343 |   | 896 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Commercial and industrial:                    |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Secured                                       |       | 1,095                                |       | 360 |   | 3,164 |   | 4,619 |   | 12,449 |   | 17,068 |   | — |   |
| Unsecured                                     |       | 401                                  |       | 300 |   | — |   | 701 |   | 4,448 |   | 5,149 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Consumer                                      |       | —                               |       | 100 |   | 13 |   | 113 |   | 376 |   | 489 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA:                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | 228                                  |       | 43 |   | 459 |   | 730 |   | 4,621 |   | 5,351 |   | 11 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| SBA, guaranteed portion                       |       | 51                                   |       | — |   | 1,608 |   | 1,659 |   | 4,205 |   | 5,864 |   |   |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Other                                         |       | —                               |       | — |   | — |   | — |   | 590 |   | 590 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Total                                         |       | $                                    | 4,431      |   | $ | 1,230 |   | $ | 12,115 |   | $ | 17,776 |   | $ | 137,093 |   | $ | 154,869 |   | $ | 907 |   |

 

Loans past due greater than 90 days totaled $11,261,000 and $12,115,000 at March 31, 2011 and December 31, 2010, respectively; compared to total nonaccrual loans of $10,161,000 $11,473,000 at March 31, 2011 and December 31, 2010, respectively.  The difference at March 31, 2011 of $1,100,000 was due to two loans which were well secured and in the process of collection and were not classified as nonaccrual.  The difference at December 31, 2010 of $642,000 was due to two loans totaling $907,000 which were well secured and in the process of collection and were not classified as nonaccrual, and a $265,000 loan which was past due less than 90 days but was classified as nonaccrual.

 

17

----

Table of Contents

 

Loans by portfolio segment, and the related allowance for loan loss for each segment, are presented below as of March 31, 2011 and December 31, 2010. Loans and the allowance for loan losses are further segregated by impairment methodology.

 
| ** **                 | ** ** | **March 31, 2011**                       | ** ** |
|----------------------------|------------|----------------------------------------------------|------------|
| ** **                 | ** ** | **Loan Balance**                              | ** ** | **Allowance for Loan & Lease Losses:** | ** ** |
| ** **                 | ** ** | **Individually   evaluated for   impairment** | ** ** | **Collectively   evaluated for   impairment** | ** ** | **Balance** | ** ** | **Individually   evaluated for   impairment** | ** ** | **Collectively   evaluated for   impairment** | ** ** | **Balance** | ** ** |
| ** **                 | ** ** | **(Dollars in thousands)**               | ** ** |
| Construction and Land      |       | $                                                  | 1,861      |   | $ | 11,013 |   | $ | 12,874 |   | $ | 106 |   | $ | 220 |   | $ | 326 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| One to Four Residential:   |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| First lien                 |       | 3,835                                              |       | 36,222 |   | 40,057 |   | 135 |   | 376 |   | 511 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Junior lien                |       | 146                                                |       | 6,165 |   | 6,311 |   | 40 |   | 386 |   | 426 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Commercial real estate     |       | 851                                                |       | 63,855 |   | 64,706 |   | 60 |   | 937 |   | 997 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Commercial and Industrial  |       | 3,471                                              |       | 15,321 |   | 18,792 |   | 53 |   | 211 |   | 264 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Consumer                   |       | —                                             |       | 3,696 |   | 3,696 |   | — |   | 99 |   | 99 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| SBA - unguaranteed portion |       | 522                                                |       | 5,131 |   | 5,653 |   | 86 |   | 346 |   | 432 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| SBA - guaranteed portion   |       | 1,564                                              |       | 4,760 |   | 6,324 |   | — |   | — |   | — |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Other                      |       | —                                             |       | 620 |   | 620 |   | — |   | 9 |   | 9 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Unallocated                |       |                                               |       |   |   |   |   |   |   | 156 |   | 156 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Total                      |       | $                                                  | 12,250     |   | $ | 146,783 |   | $ | 159,033 |   | $ | 480 |   | $ | 2,740 |   | $ | 3,220 |   |

 
| ** **                 | ** ** | **December 31, 2010**                    | ** ** |
|----------------------------|------------|----------------------------------------------------|------------|
| ** **                 | ** ** | **Loan Balance**                              | ** ** | **Allowance for Loan Losses:** | ** ** |
| ** **                 | ** ** | **Individually   evaluated for   impairment** | ** ** | **Collectively   evaluated for   impairment** | ** ** | **Balance** | ** ** | **Individually   evaluated for   impairment** | ** ** | **Collectively   evaluated for   impairment** | ** ** | **Balance** | ** ** |
| ** **                 | ** ** | **(Dollars in thousands)**               | ** ** |
| Construction and Land      |       | $                                                  | 3,453      |   | $ | 11,335 |   | $ | 14,788 |   | $ | 93 |   | $ | 278 |   | $ | 371 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| One-to Four-Residential:   |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| First lien                 |       | 2,763                                              |       | 34,538 |   | 37,301 |   | 43 |   | 439 |   | 482 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Junior lien                |       | 25                                                 |       | 5,390 |   | 5,415 |   | 1 |   | 418 |   | 419 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Commercial real estate     |       | —                                             |       | 62,854 |   | 62,854 |   | — |   | 985 |   | 985 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Commercial and Industrial  |       | 3,164                                              |       | 19,053 |   | 22,217 |   | 33 |   | 277 |   | 310 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Consumer                   |       | 13                                                 |       | 476 |   | 489 |   | 3 |   | 3 |   | 6 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| SBA - unguaranteed portion |       | 447                                                |       | 4,904 |   | 5,351 |   | 120 |   | 349 |   | 469 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| SBA - guaranteed portion   |       | 1,608                                              |       | 4,256 |   | 5,864 |   | — |   | — |   | — |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Other                      |       | —                                             |       | 590 |   | 590 |   | — |   | 8 |   | 8 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Unallocated                |       |                                               |       |   |   |   |   |   |   | 109 |   | 109 |   |
|                       |       |                                               |       |   |   |   |   |   |   |   |   |   |   |
| Total                      |       | $                                                  | 11,473     |   | $ | 143,396 |   | $ | 154,869 |   | $ | 293 |   | $ | 2,866 |   | $ | 3,159 |   |

 

18

----

Table of Contents

 

Management segregates the loan portfolio into portfolio segments for purposes of estimating the allowance for loan losses.  A portfolio segment is defined as the level at which the Bank develops and documents a systematic method for determining its allowance for loan losses. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate.

 

The Bank’s loan portfolio is segregated into the following portfolio segments:

 

*Construction and Land Loan.*This portfolio segment consists of the origination of one-to-four residential construction loans, commercial real estate construction loans, loans for the development of building lots and loans secured by vacant land.

 

*One-to Four-Family First Lien. *This portfolio segment consists of the origination of first mortgage loans secured by 1-to 4-family owner occupied residential properties located in the Bank’s market area.

 

*One-to Four-Family Junior Lien. *This**portfolio segment consists of loans secured by junior liens on one-to-four family properties.  Such lending involves additional risks, since the lien position is junior to higher priority liens.

 

*Commercial Real Estate Loans. *This portfolio segment includes loans secured by commercial real estate, including multi-family dwellings. Loans secured by commercial real estate generally have larger loan balances and more credit risk than 1-to 4-family mortgage loans. The increased risk is the result of several factors, including the concentration of principal in a limited number of loans and borrowers, the impact of local and general economic conditions on the borrower’s ability to repay the loan, and the increased difficulty of evaluating and monitoring these types of loans.

 

*Commercial and Industrial Loans.* This portfolio segment includes commercial business loans secured by assignments of corporate assets and personal guarantees of the business owners. Commercial business loans generally have higher interest rates and shorter terms than one- to four-family residential loans, but they also may involve higher average balances, increased difficulty of loan monitoring and a higher risk of default since their repayment generally depends on the successful operation of the borrower’s business.

 

*Consumer Loans.* This portfolio segment includes loans to individuals for personal lines of credit, life insurance premium financing, automobiles, and overdraft protection.

 

*Small Business Administration (SBA) Guaranteed Loans.*This portfolio segment includes loans to small businesses which qualify for the SBA’s loan guarantee program.  Borrowers must meet certain SBA guidelines in order to qualify for the program.  SBA loans generally have a higher risk factor than traditional commercial and industrial loans.

 

Loans evaluated individually for impairment have been classified as substandard or doubtful at March 31, 2011 and December 31, 2010, respectively.  Loans evaluated collectively for impairment consist of all loans in the portfolio which are not impaired.

 

19

----

Table of Contents

 

The following table summarizes the activity in the allowance for loan loss by loan class for the three months ended March 31, 2011.

 
| ** **                 | ** ** | **Balance as of   December 31, 2010** | ** ** | **Charge Offs** | ** ** | **Recoveries** | ** ** | **Provision** | ** ** | **Balance as of March   31, 2011** | ** ** |
|----------------------------|------------|-----------------------------------------------------------|------------|----------------------|------------|----------------|------------|---------------|------------|--------------------------------------------------------|------------|
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Construction and Land      |       | $                                                         | 371        |                 | $          | 644            |       | $             | —     |                                                   | $          | 599 |   | $ | 326 |   |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| One to Four Residential:   |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| First lien                 |       | 482                                                       |       | —               |       | —         |       | 29            |       | 511                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Junior lien                |       | 419                                                       |       | 16                   |       | —         |       | 23            |       | 426                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Commercial real estate     |       | 985                                                       |       | 38                   |       | —         |       | 50            |       | 997                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Commercial and Industrial  |       | 310                                                       |       | 58                   |       | 1              |       | 11            |       | 264                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Consumer                   |       | 6                                                         |       | 100                  |       | —         |       | 193           |       | 99                                                     |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| SBA - unguaranteed portion |       | 469                                                       |       | 184                  |       | —         |       | 147           |       | 432                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| SBA - guaranteed portion   |       | —                                                    |       | —               |       | —         |       | —        |       | —                                                 |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Other                      |       | 8                                                         |       | —               |       | —         |       | 1             |       | 9                                                      |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Unallocated                |       | 109                                                       |       | —               |       | —         |       | 47            |       | 156                                                    |       |
|                       |       |                                                      |       |                 |       |           |       |          |       |                                                   |       |
| Total                      |       | $                                                         | 3,159      |                 | $          | 1,040          |       | $             | 1          |                                                   | $          | 1,100 |   | $ | 3,220 |   |

 

The following table summarizes loans on nonaccrual status by loan class at March 31, 2011 and December 31, 2010:

 
| ** **                                    | ** ** | **March 31, 2011**         | ** ** | **December 31, 2010** | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|---------------------------------|------------|
| ** **                                    | ** ** | **(Dollars in thousands)** | ** ** |
| Construction and land:                        |       |                                 |       |                            |       |
| Commercial real estate                        |       | $                                    | —     |                            | $          | 1,265 |   |
| Land                                          |       | 1,861                                |       | 2,188                           |       |
|                                          |       |                                 |       |                            |       |
| One-to four-residential:                      |       |                                 |       |                            |       |
| First liens                                   |       | 1,988                                |       | 2,763                           |       |
| Junior liens                                  |       | 146                                  |       | 25                              |       |
|                                          |       |                                 |       |                            |       |
| Commercial real estate                        |       | 851                                  |       | —                          |       |
|                                          |       |                                 |       |                            |       |
| Commercial and industrial:                    |       |                                 |       |                            |       |
| Secured                                       |       | 3,471                                |       | 3,164                           |       |
|                                          |       |                                 |       |                            |       |
| Consumer                                      |       | —                               |       | 13                              |       |
|                                          |       |                                 |       |                            |       |
| SBA:                                          |       |                                 |       |                            |       |
| SBA, unguaranteed portion held for investment |       | 280                                  |       | 447                             |       |
|                                          |       |                                 |       |                            |       |
| SBA guaranteed protion                        |       | 1,564                                |       | 1,608                           |       |
|                                          |       |                                 |       |                            |       |
| Total                                         |       | $                                    | 10,161     |                            | $          | 11,473 |   |

 

20

----

Table of Contents

 

The following tables summarize the Bank’s investment in loans for which impairment has been recognized as of and for the three months ended March 31, 2011 and as of and for the year ended December 31, 2010.  Impaired loans consist of the loans on non-accrual status.

 
| ** **                                    | ** ** | **March 31, 2011** | ** ** |
|-----------------------------------------------|------------|------------------------------|------------|
| ** **                                    | ** ** | **Recorded   Investment**    | ** ** | **Unpaid Principal   Balance** | ** ** | **Related   Allowance** | ** ** | **Average   Recorded   Investment** | ** ** | **Interest Income   Recognized** | ** ** |
| **With no related allowance recorded:**       |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and land:                        |       |                         |       |   |   |   |   |   |   |   |   |
| Land                                          |       | $                            | —     |   | $ | — |   | $ | — |   | $ | 265 |   | $ | — |   |
| One to four residential:                      |       |                         |       |   |   |   |   |   |   |   |   |
| First Liens                                   |       | —                       |       | — |   | — |   | 1,178 |   | — |   |
| Junior Liens                                  |       | —                       |       | — |   | — |   | — |   | — |   |
| Commercial   and industrial:                  |       |                         |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | —                       |       | — |   | — |   | 3,189 |   | — |   |
| Consumer                                      |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA:                                          |       |                         |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA. guaranteed portion                       |       | —                       |       | — |   | — |   | 1,564 |   | — |   |
|                                          |       |                         |       |   |   |   |   |   |   |   |   |
| **With an allowance recorded:**               |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and land:                        |       |                         |       |   |   |   |   |   |   |   |   |
| Land                                          |       | —                       |       | — |   | — |   | 1,596 |   | — |   |
| Commercial real estate                        |       | —                       |       | 38 |   | — |   | 889 |   | — |   |
| One to four residential:                      |       |                         |       |   |   |   |   |   |   |   |   |
| First Liens                                   |       | —                       |       | — |   | — |   | 810 |   | — |   |
| Junior Liens                                  |       | —                       |       | 16 |   | — |   | 162 |   | — |   |
| Commercial and industrial:                    |       |                         |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | —                       |       | 44 |   | — |   | 327 |   | — |   |
| Consumer                                      |       |                         |       |   |   |   |   |   |   |   |   |
| SBA:                                          |       |                         |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | —                       |       | 65 |   | — |   | 346 |   | — |   |
|                                          |       |                         |       |   |   |   |   |   |   |   |   |
| Total:                                        |       |                         |       |   |   |   |   |   |   |   |   |
| Construction and land                         |       | $                            | —     |   | $ | — |   | $ | — |   | $ | 1,861 |   | $ | — |   |
| Commercial Real Estate                        |       | —                       |       | 38 |   | — |   | 889 |   | — |   |
| One to four residential First Lien            |       | —                       |       | — |   | — |   | 1,988 |   | — |   |
| One to four residential Junior Lien           |       | —                       |       | 16 |   | — |   | 162 |   | — |   |
| Commercial and industrial                     |       | —                       |       | 44 |   | — |   | 3,516 |   | — |   |
| Consumer                                      |       | —                       |       | — |   | — |   | — |   | — |   |
| SBA Unguaranteed portion                      |       | —                       |       | 65 |   | — |   | 346 |   | — |   |
| SBA Guaranteed portion                        |       | —                       |       | — |   | — |   | 1,564 |   | — |   |
|                                          |       | $                            | —     |   | $ | 163 |   | $ | — |   | $ | 10,326 |   | $ | — |   |

 

21

----

Table of Contents

 
| ** **                                    | ** ** | **December 31, 2010**      | ** ** |
|-----------------------------------------------|------------|--------------------------------------|------------|
| ** **                                    | ** ** | **Recorded   Investment**            | ** ** | **Unpaid Principal   Balance** | ** ** | **Related   Allowance** | ** ** | **Average   Recorded   Investment** | ** ** | **Interest Income   Recognized** | ** ** |
| ** **                                    | ** ** | **(Dollars in thousands)** | ** ** |
| **With no related allowance recorded:**       |       |                                 |       |   |   |   |   |   |   |   |   |
| Construction and land:                        |       |                                 |       |   |   |   |   |   |   |   |   |
| One-to four-family residential                |       | $                                    | —     |   | $ | — |   | $ | — |   | $ | 118 |   | $ | — |   |
| Land                                          |       | 1,660                                |       | 1,660 |   | — |   | 709 |   | 20 |   |
| One-to four-residential:                      |       |                                 |       |   |   |   |   |   |   |   |   |
| First Liens                                   |       | 1,953                                |       | 1,953 |   | — |   | 1,466 |   | 47 |   |
| Junior Liens                                  |       | —                               |       | — |   | — |   | 35 |   | — |   |
| Commercial   and industrial:                  |       |                                 |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | 3,000                                |       | 3,000 |   | — |   | 115 |   | 95 |   |
| SBA:                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | 57                                   |       | 57 |   | — |   | 8 |   | 15 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA. guaranteed portion                       |       | 1,608                                |       | 1,608 |   | — |   | 1,806 |   | — |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| **With an allowance recorded:**               |       |                                 |       |   |   |   |   |   |   |   |   |
| Construction and land:                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Commercial real estate                        |       | 1,265                                |       | 1,265 |   | 63 |   | 3 |   | 31 |   |
| Land                                          |       | 528                                  |       | 528 |   | 30 |   | 528 |   | — |   |
| One to four residential:                      |       |                                 |       |   |   |   |   |   |   |   |   |
| First Liens                                   |       | 810                                  |       | 810 |   | 43 |   | 24 |   | 28 |   |
| Junior Liens                                  |       | 25                                   |       | 25 |   | 1 |   | 3 |   | — |   |
| Commercial and industrial:                    |       |                                 |       |   |   |   |   |   |   |   |   |
| Secured                                       |       | 164                                  |       | 164 |   | 33 |   | 21 |   | 15 |   |
| Consumer                                      |       | 13                                   |       | 13 |   | 3 |   | 4 |   | 1 |   |
| SBA:                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| SBA, unguaranteed portion held for investment |       | 390                                  |       | 416 |   | 120 |   | 779 |   | 11 |   |
|                                          |       |                                 |       |   |   |   |   |   |   |   |   |
| Total:                                        |       |                                 |       |   |   |   |   |   |   |   |   |
| Construction and land                         |       | $                                    | 3,453      |   | $ | 3,453 |   | $ | 93 |   | $ | 1,358 |   | $ | 51 |   |
| One to four residential First Lien            |       | 2,763                                |       | 2,763 |   | 43 |   | 1,490 |   | 75 |   |
| One to four residential Junior Lien           |       | 25                                   |       | 25 |   | 1 |   | 38 |   | — |   |
| Commercial and industrial                     |       | 3,164                                |       | 3,164 |   | 33 |   | 136 |   | 110 |   |
| Consumer                                      |       | 13                                   |       | 13 |   | 3 |   | 4 |   | 1 |   |
| SBA Unguaranteed portion                      |       | 447                                  |       | 473 |   | 120 |   | 787 |   | 26 |   |
| SBA Guaranteed portion                        |       | 1,608                                |       | 1,608 |   | — |   | 1,806 |   | — |   |
|                                          |       | $                                    | 11,473     |   | $ | 11,499 |   | $ | 293 |   | $ | 5,619 |   | $ | 263 |   |

 

(Note 8) FORECLOSED ASSETS

 

As of March 31, 2011 and December 31, 2010, foreclosed assets totaled $28,825,000 and $22,517,000, respectively, net of valuation allowance. Based on property values, a valuation allowance of $3,189,000 and $1,636,000 was deemed necessary at March 31, 2011 and December 31, 2010, respectively.

 

During the three months ended March 31, 2010 two properties sold for a total of $3,335,000, resulting in a loss on sale of $172,000.  During the three months ended March 31, 2010 one property was sold for $225,000, with a gain on sale of $23,000.

 

Operating expenses for foreclosed assets totaled $326,000 and $734,000 for the three months ended March 31, 2011 and 2010, respectively.

 

22

----

Table of Contents

 

(NOTE 9) FAIR VALUE MEASUREMENTS:

 

The fair value hierarchy for valuation inputs gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:

 

**Level 1:** Valuation for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

**Level 2:** Valuation for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or comparable assets or liabilities.

 

**Level 3:** Valuation for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models, and similar techniques, and not based on market exchange, dealer, or broker traded transactions. These valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities.

 

*Fair Value Measured on a Recurring Basis*

 

The following tables present the balance of assets whose fair values are measured on a recurring basis by level within the valuation hierarchy:

 
| ** **                          | ** ** | **March 31, 2011**         | ** ** |
|-------------------------------------|------------|--------------------------------------|------------|
| ** **                          | ** ** | **Total**                            | ** ** | **Level 1** | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
| ** **                          | ** ** | **(Dollars in thousands)** | ** ** |
|                                |       |                                 |       |   |   |   |   |   |   |
| Trading securities                  |       | $                                    | 28         |   | $ | — |   | $ | 28 |   | $ | — |   |
| Mortgage Backed Securities          |       | 616                                  |       | — |   | 616 |   | — |   |
| State/Local Agency Securities       |       | 46,891                               |       | — |   | 46,891 |   | — |   |
| Government Agency Securities        |       | 2,002                                |       | — |   | 2,002 |   | — |   |
|                                |       |                                 |       |   |   |   |   |   |   |
| Total securities available for sale |       | $                                    | 49,537     |   | $ | — |   | $ | 49,537 |   | $ | — |   |

 
| ** **                          | ** ** | **December 31, 2010**      | ** ** |
|-------------------------------------|------------|--------------------------------------|------------|
| ** **                          | ** ** | **Total**                            | ** ** | **Level 1** | ** ** | **Level 2** | ** ** | **Level 3** | ** ** |
| ** **                          | ** ** | **(Dollars in thousands)** | ** ** |
|                                |       |                                 |       |   |   |   |   |   |   |
| Trading securities                  |       | $                                    | 30         |   | $ | — |   | $ | 30 |   | $ | — |   |
| Mortgage Backed Securities          |       | 653                                  |       | — |   | 653 |   | — |   |
| State/Local Agency Securities       |       | 41,571                               |       | — |   | 41,571 |   | — |   |
| Government Agency Securities        |       | 2,002                                |       | — |   | 2,002 |   | — |   |
| Total securities available for sale |       | $                                    | 44,256     |   | $ | — |   | $ | 44,256 |   | $ | — |   |

 

The fair values of the Corporation’s trading securities and securities available for sale are determined using Level 2 inputs, which are derived from readily available pricing sources and third-party pricing services for identical or comparable instruments, respectively.

 

23

----

Table of Contents

 

*Fair Value Measured on a Nonrecurring Basis*

 

Certain assets are measured at fair value on a nonrecurring basis; that is, the assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The following tables present such assets carried on the balance sheet by caption and by level within the valuation hierarchy:

 
| ** **          | ** ** | ** **                           | ** ** | ** **                       | ** ** | ** **         | ** ** | ** **         | ** ** | **Total Losses** | ** ** |
|---------------------|------------|--------------------------------------|------------|----------------------------------|------------|--------------------|------------|--------------------|------------|-----------------------|------------|
| ** **          | ** ** | ** **                           | ** ** | **Three Months Ended** | ** ** |
| ** **          | ** ** | **At March 31, 2011** | ** ** | **March 31,**               | ** ** |
| ** **          | ** ** | **Total**                            | ** ** | **(Level 1)**               | ** ** | **(Level 2)** | ** ** | **(Level 3)** | ** ** | **2011**              | ** ** |
| ** **          | ** ** | **(Dollars in Thousands)** | ** ** | ** **                       | ** ** |
|                |       |                                 |       |                             |       |               |       |               |       |                  |       |
| Impaired loans      |       | $                                    | 9,823      |                             | $          | —             |       | $                  | 6,874      |                  | $          | 3,288 |   | $ | 164 |   |
| Loans held for sale |       | 3,165                                |       | —                           |       | 3,165              |       | —             |       | —                |       |
| Foreclosed assets   |       | 25,832                               |       | —                           |       | 13,030             |       | 12,802             |       | —                |       |
|                |       |                                 |       |                             |       |               |       |               |       |                  |       |
|                |       | $                                    | 38,820     |                             | $          | —             |       | $                  | 23,069     |                  | $          | 16,090 |   | $ | 164 |   |

 
| ** **          | ** ** | ** **                              | ** ** | ** **            | ** ** | ** **         | ** ** | ** **         | ** ** | **Total Losses** | ** ** |
|---------------------|------------|-----------------------------------------|------------|-----------------------|------------|--------------------|------------|--------------------|------------|-----------------------|------------|
| ** **          | ** ** | ** **                              | ** ** | **Year Ended**   | ** ** |
| ** **          | ** ** | **At December 31, 2010** | ** ** | **December 31,** | ** ** |
| ** **          | ** ** | **Total**                               | ** ** | **(Level 1)**    | ** ** | **(Level 2)** | ** ** | **(Level 3)** | ** ** | **2010**              | ** ** |
| ** **          | ** ** | **(Dollars in Thousands)**    | ** ** | ** **            | ** ** |
|                |       |                                    |       |                  |       |               |       |               |       |                  |       |
| Impaired loans      |       | $                                       | 11,180     |                  | $          | —             |       | $                  | 5,427      |                  | $          | 5,753 |   | $ | 73 |   |
| Loans held for sale |       | 3,937                                   |       | —                |       | 3,937              |       | —             |       | —                |       |
| Foreclosed assets   |       | 28,825                                  |       | —                |       | 12,215             |       | 16,610             |       | —                |       |
|                |       | $                                       | 43,942     |                  | $          | —             |       | $                  | 21,579     |                  | $          | 22,363 |   | $ | 73 |   |

 

There were no transfers of assets between levels during the three months ended March 31, 2011.

 

*Impaired Loans*

 

Collateral-dependent impaired loans are carried at the fair value of the collateral less estimated costs to sell. The fair value of collateral is determined based on appraisals. In some cases, adjustments were made to the appraised values for various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement. Otherwise, collateral-dependent impaired loans are categorized under Level 2.

 

Impaired loans that are not collateral dependent are carried at the present value of expected future cash flows discounted at the loan’s effective interest rate. Troubled debt restructurings are also carried at the present value of expected future cash flows. However, expected cash flows for troubled debt restructurings are discounted using the loan’s original effective interest rate rather than the modified interest rate. Since fair value of these loans is based on management’s own projection of future cash flows, the fair value measurements are categorized as Level 3 measurements.

 

24

----

Table of Contents

 

*Loans Held for Sale*

 

Loans held for sale are required to be measured at the lower of cost or fair value. Management obtains quotes or bids on all or part of these loans directly from the purchasing financial institutions, which are level 2 inputs. Premiums received or to be received on the quotes or bids are indicative of the fact that cost is lower than fair value. At March 31, 2011 and December 31, 2010, the fair value of loans held for sale was greater than cost; therefore, the entire balance of loans held for sale was recorded at cost.

 

*Foreclosed Assets*

 

Assets acquired through foreclosure or other proceedings are initially recorded at fair value at the date of foreclosure less estimated costs of disposal, which establishes a new cost. After foreclosure, valuations are periodically performed, and foreclosed assets held for sale are carried at the lower of cost or fair value, less estimated costs of disposal. All foreclosed assets are real properties. The fair values of real properties initially are determined based on appraisals. In some cases, adjustments were made to the appraised values for various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market or in the collateral. Subsequent valuations of the real properties are based on management estimates or on updated appraisals. Foreclosed assets are categorized under Level 3 when significant adjustments are made by management to appraised values based on unobservable inputs. Otherwise, foreclosed assets are categorized under Level 2 if their values are based solely on current appraisals.

 

Current authoritative guidance requires interim reporting period disclosure about the fair value of financial instruments, including assets, liabilities and off-balance sheet items for which it is practicable to estimate fair value. The fair value estimates are made based upon relevant market information, if available, and upon the characteristics of the financial instruments themselves. Because no market exists for a significant portion of the Corporation’s financial instruments, fair value estimates are based upon judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments and other factors. The estimated fair value of the Corporation’s financial instruments as of March 31, 2011 is shown below.

 

25

----

Table of Contents

 
| ** **                                | ** ** | **March 31, 2011**         | ** ** |
|-------------------------------------------|------------|--------------------------------------|------------|
| ** **                                | ** ** | **Carrying   Amount**                | ** ** | **Fair   Value** | ** ** |
| ** **                                | ** ** | **(Dollars in thousands)** | ** ** |
| Financial Assets                          |       |                                 |       |   |   |
| Cash and cash equivalents                 |       | $                                    | 11,826     |   | $ | 11,826 |   |
| Investment Securities, available for sale |       | 49,509                               |       | 49,509 |   |
| Other Investments                         |       | 3,593                                |       | 3,593 |   |
| Trading Account                           |       | 28                                   |       | 28 |   |
| Loans, held for sale                      |       | 3,165                                |       | 3,165 |   |
| Loans, net                                |       | 152,504                              |       | 153,496 |   |
| Other Real Estate Owned                   |       | 25,832                               |       | 25,832 |   |
| Accrued interest receivable               |       | 1,084                                |       | 1,084 |   |
|                                      |       |                                 |       |   |   |
| Financial Liabilities                     |       |                                 |       |   |   |
| Deposits                                  |       | 203,048                              |       | 203,859 |   |
| Long-term debt                            |       | 37,248                               |       | 37,650 |   |
| Short-term debt                           |       | 4,234                                |       | 4,234 |   |
| Accrued Interest Payable                  |       | 1,376                                |       | 1,376 |   |
|                                           |            |                                      |            |  |  |  |  |

 
| ** **                                | ** ** | **December 31, 2010**      | ** ** |
|-------------------------------------------|------------|--------------------------------------|------------|
| ** **                                | ** ** | **Carrying**                         | ** ** | **Fair** | ** ** |
| ** **                                | ** ** | **Amount**                           | ** ** | **Value** | ** ** |
| ** **                                | ** ** | **(Dollars in thousands)** | ** ** |
| Financial Assets:                         |       |                                 |       |   |   |
| Cash and cash equivalents                 |       | $                                    | 16,400     |   | $ | 16,400 |   |
| Trading assets                            |       | 30                                   |       | 30 |   |
| Investment securities, available for sale |       | 44,226                               |       | 44,226 |   |
| Other investments                         |       | 3,712                                |       | 3,712 |   |
| Loans, held for sale                      |       | 3,937                                |       | 3,937 |   |
| Loans, net                                |       | 147,612                              |       | 148,669 |   |
| Accrued interest receivable               |       | 1,278                                |       | 1,278 |   |
|                                      |       |                                 |       |   |   |
| Financial Liabilities:                    |       |                                 |       |   |   |
| Deposits                                  |       | 207,998                              |       | 210,512 |   |
| Long-term debt                            |       | 33,537                               |       | 30,430 |   |
| Short-term debt                           |       | 2,700                                |       | 2,700 |   |
| Accrued interest payable                  |       | 1,533                                |       | 1,533 |   |
|                                           |            |                                      |            |  |  |  |  |

 

26

----

Table of Contents

 

(NOTE 10) OFF-BALANCE SHEET COMMITMENTS:

 

The Bank is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit.  Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.

 

The Bank’s exposure to credit loss is represented by the contractual amount of these commitments.  The Bank uses the same credit policies in making commitments as it does for on-balance-sheet instruments.

 

At March 31, 2011 and December 31, 2010, such commitments to extend credit were $7,859,000 and $7,341,000, respectively, of undisbursed lines of credit, undisbursed loans in process, and commitment letters.

 

The Bank has two letters of credit issued by Federal Home Loan Bank of San Francisco. One letter of credit in the amount of $330,000, expiring April 17, 2011, is used to secure local agency deposits.  The beneficiary of the letter of credit is the Administrator of Local Agency Security, Department of Financial Institutions.  The letter of credit will not be renewed; the total deposits of each local agency is within the current FDIC insurance limit. The other letter of credit in the amount of $700,000, expiring August 17, 2011, has MasterCard International Inc. as the beneficiary.

 

(NOTE 11) REGULATORY MATTERS

 

The Bank entered into a Consent Order with the FDIC and CDFI effective September 1, 2010 that, among other things, requires the Bank to maintain a minimum leverage capital ratio of 9.0% and a minimum total risk-based capital ratio of 12.0%. At March 31, 2011, the Bank’s leverage capital ratio was 8.98% and its total risk-based capital ratio was 13.54%. The Bank has executed an agreement with a financial advisory firm to assist in determining the appropriate action to be taken to insure the required capital levels are met and maintained.  Appropriate actions or combination of actions may include soliciting additional capital through a private placement offering, reducing the Bank’s assets through sales of branch offices, loans or other real estate owned, merger with another financial institution or sale of the Bank.  Additionally, the Bank has instructed its legal counsel to prepare private placement memorandum documents.

 

See “Other Regulatory Matters” in Item 2 below for more information on the Consent Order, as well as the Consent Order, Order for Restitution and Order to Pay Civil Money Penalties relating to the Bank’s credit card programs.

 

(NOTE 12) LEGAL PROCEEDINGS

 

The Bank and its Chief Executive Officer and Chief Credit Officer were named as defendants in a lawsuit filed April 29, 2009 in the Monterey County Superior Court, by First Foundation Bank. The lawsuit involves claims related to two loan participations purchased by First Foundation Bank from the Bank. The lawsuit seeks to rescind the participation agreements, payment of all principal and interest, damages, attorneys’ fees and costs. This matter was tried before a three member arbitration panel from January 10 through January 19, 2011 and is presently under submission for a decision. It is reasonably possible but not probable that an

 

27

----

Table of Contents

 

unfavorable arbitration ruling will result in a loss. The loss cannot be reasonably estimated, but the range of possible loss is zero to $4 million, with no number in the range more reasonable than another number.

 

Although the amount of any ultimate liability with respect to the above proceeding cannot be determined, in the opinion of management, an adverse ruling may have a material effect on the consolidated financial position of the Corporation and Bank.

 

See Item 1, Legal Proceedings under Part II — Other Information, for information on other legal matters.

 

**ITEM 2:   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

**Statements Regarding Forward-Looking Information**

 

Except for historical information contained herein, the matters discussed or incorporated by reference in this report contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), that involve substantial risks and uncertainties.  When used in this report, or in the documents incorporated by reference herein, the words “anticipate,” “believe,” “estimate,” “may,” “intend,” “expect,” and similar expressions identify certain of such forward-looking statements.  Actual results of the Corporation and the Bank could differ materially from such forward-looking statements contained herein.  Factors that could cause future results to vary from current expectations include, but are not limited to, the following: changes in economic conditions (both generally and more specifically in the markets in which the Bank operates); changes in interest rates, deposit flows, loan demand, real estate values and competition; changes in accounting principles, policies or guidelines and in government legislation and regulation (which change from time to time and over which the Bank has no control); other factors affecting the Bank’s operations, markets, products and services; and other risks detailed in this Form 10-Q and in the Bank’s other reports filed with the Federal Deposit Insurance Corporation (FDIC) and pursuant to the rules and regulations of the Securities and Exchange Commission.  Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’s analysis only as of the date hereof.  The Corporation undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date thereof.

 

**OVERVIEW OF THE RESULTS OF OPERATION AND FINANCIAL CONDITION**

 

**Results of Operations Summary**

 

The net loss for the quarter ended March 31, 2011 was $1,457,000 compared with a net loss of $61,000 for the quarter ended March 31, 2010. Basic loss per share for the first quarter of 2011 was ($0.82), compared to ($0.03) for the first quarter of 2010. The Corporation’s annualized return on average equity was (41.72%) and annualized return on average assets was (2.20%) for the quarter ended March 31, 2011, compared to an annualized return on average equity of (1.50%) and an annualized return on assets of (0.09%) for same quarter in 2010. The primary reasons for the change in net loss during the first quarter of 2011 are as follows:

 

28

----

Table of Contents

 

Net interest income decreased $138,000 or 7.42% from $1,859,000 for the first quarter of 2010 to $1,721,000 for the first quarter of 2011, due primarily to a decline of $22,801,000 in interest-earning assets while interest bearing liabilities declined $14,000,000.

 

The provision for loan losses during the first quarter of 2011 was $1,100,000 compared to no provision during the first quarter of 2010.

 

Total non-interest income was $1,230,000 during the first quarter of 2011 compared to $1,501,000 during the first quarter of 2010.  The decrease of $271,000 was due primarily to decreases of $128,000 in gain on sales of investment securities and $92,000 in other income.

 

Total non-interest expense was $3,249,000 during the first quarter of 2011 compared to $3,531,000 during the first quarter of 2010.  The decrease of $282,000 in non-interest expense over the prior year was due primarily to a decrease of $408,000 in expenses related to foreclosed assets, partially offset by a $99,000 increase in other general and administrative expense.

 

The following table sets forth certain selected financial data and ratios of the Corporation for the three months ended March 31, 2011 and 2010.

 

29

----

Table of Contents

 
| ** **                                               | ** ** | **Three Months Ended March 31** | ** ** |
|----------------------------------------------------------|------------|-----------------------------------------------------|------------|
| **(in thousands except share data)** | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| Five-Year Selected Financial Data    |       |                                                |       |   |   |
| Summary of Operating Results:                            |       |                                                |       |   |   |
| Total interest income                                    |       | $                                                   | 2,803      |   | $ | 3,352 |   |
| Total interest expense                                   |       | 1,082                                               |       | 1,493 |   |
| Net interest income                                      |       | 1,721                                               |       | 1,859 |   |
|                                                     |       |                                                |       |   |   |
| Provision for loan losses                                |       | 1,100                                               |       | — |   |
| Net interest income after provision for loan   losses    |       | 621                                                 |       | 1,859 |   |
|                                                     |       |                                                |       |   |   |
| Total non-interest income                                |       | 1,230                                               |       | 1,501 |   |
| Total non-interest expenses                              |       | 3,249                                               |       | 3,531 |   |
|                                                     |       |                                                |       |   |   |
| Loss before tax provision (benefit)                      |       | (1,398                                              | )          | (171 | ) |
| Income tax provision (benefit)                           |       | 59                                                  |       | (110 | ) |
|                                                     |       |                                                |       |   |   |
| Net loss                                                 |       | $                                                   | (1,457     | ) | $ | (61 | ) |
|                                                     |       |                                                |       |   |   |
| Per Common Share Data:                                   |       |                                                |       |   |   |
|                                                     |       |                                                |       |   |   |
| Net loss - Basic (1)                                     |       | $                                                   | (0.82      | ) | $ | (0.03 | ) |
| Net loss - Diluted (2)                                   |       | (0.82                                               | )          | (0.03 | ) |
| Book value, end of period                                |       | 7.32                                                |       | 9.36 |   |
| Avg shares outstanding (3)                               |       | 1,785,891                                           |       | 1,783,733 |   |
|                                                     |       |                                                |       |   |   |
| Balance Sheet Data:                                      |       |                                                |       |   |   |
|                                                     |       |                                                |       |   |   |
| Total loans, net of unearned income (4)                  |       | $                                                   | 159,033    |   | $ | 153,216 |   |
| Total assets                                             |       | 263,887                                             |       | 285,826 |   |
| Total deposits                                           |       | 203,048                                             |       | 220,698 |   |
| Stockholders’ equity                                |       | 13,074                                              |       | 16,709 |   |

 

30

----

Table of Contents

 
| ** **                                                      | ** ** | **Three Months Ended March 31** | ** ** |
|-----------------------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                      | ** ** | **2011**                                            | ** ** | **2010** | ** ** |
| Selected Financial Ratios:                                      |       |                                                |       |   |   |
| Return on average assets (5) (6)                           |       | (2.20                                               | )%         | (0.09 | )% |
| Return on average stockholders’ equity   (5) (6)      |       | (41.72                                              | )%         | (1.50 | )% |
| Dividend payout ratio                                           |       | 0.00                                                | %          | 0.00 | % |
| Net interest spread                                             |       | 3.53                                                | %          | 3.38 | % |
| Net yield on interest earning assets (5)                        |       | 3.62                                                | %          | 3.58 | % |
| Avg shareholders’ equity to average assets (5)             |       | 5.28                                                | %          | 5.90 | % |
| Risked-Based capital ratios                                     |       |                                                |       |   |   |
| Tier 1                                                          |       | 8.35                                                | %          | 10.48 | % |
| Total                                                           |       | 12.03                                               | %          | 13.80 | % |
| Total loans to total deposits at end of period (4)              |       | 78.32                                               | %          | 68.86 | % |
| Allowance for loan losses to total loans at end of   period (4) |       | 2.02                                                | %          | 2.20 | % |
| Nonperforming loans to total loans at end of   period (4)       |       | 6.39                                                | %          | 2.36 | % |
| Net charge-offs to average loans (4)                            |       | 0.66                                                | %          | 0.07 | % |

 

----

(1)          Basic loss per share amounts were computed on the basis of the weighted average number of shares of common stock outstanding during the year.  The weighted average number of common shares used for this computation was 1,785,891 and 1,783,733 for the three months ended March 31, 2011 and 2010, respectively.

 

(2)          Diluted loss per share amounts were computed on the basis of the weighted average number of shares of common stock and common stock equivalents outstanding during the year.  Common stock equivalents include director/employee stock options. The weighted average number of shares used for this computation was 1,785,891 and 1,786,460 for the three months ended March 31, 2011 and 2010, respectively.

 

(3)   Weighted average common shares.

 

(4)   Includes loans held for sale.

 

(5)   Averages are of daily balances.

 

(6)   Calculated on an annualized basis.

 

**NET INTEREST INCOME**

 

Net interest income, the difference between (a) interest and fees earned on interest-earning assets and (b) interest paid on interest-bearing liabilities, is the most significant component of the Bank’s earnings.  Changes in net interest income from period to period result from increases or decreases in the average balances of interest-earning assets and interest-earning liabilities, the availability of particular sources of funds and changes in prevailing interest rates.

 

Net interest income for the first quarter of 2011 was $1,721,000 compared to $1,859,000 for the first quarter of 2010, which was a decrease of $138,000 primarily resulting from decreases of $366,000 in interest on loans and $186,000 in interest on investment securities, partially offset by decreases in interest expense of $232,000 on savings and time deposit

 

31

----

Table of Contents

 

accounts, $85,000 on notes payable and other borrowings and $94,000 on time deposits of $100,000 or more.

 

**DISTRIBUTION, RATE AND YIELD ANALYSIS OF NET INTEREST INCOME:**

 

The following tables show the consolidated average balances of earning assets, and interest-bearing liabilities; the amount of interest income and interest expense; the average yield or rate for each category of average interest-earning assets and average interest-bearing liabilities; and the net interest income and the net interest spread for the periods indicated.  Yields are computed on a tax-equivalent basis resulting in adjustments to interest earned on municipal bonds of $248,000 and $294,000 for the three months ended March 31, 2011 and 2010, respectively.  Non-accrual loans and overdrafts are included in average loan balances.  Average loans are presented net of unearned income.

 

32

----

Table of Contents

 
| ** **                                                   | ** ** | **Three Months Ended March 31** | ** ** | **Three Months Ended March 31** | ** ** |
|--------------------------------------------------------------|------------|-----------------------------------------------------|------------|-----------------------------------------------------|------------|
| ** **                                                   | ** ** | **2011**                                            | ** ** | **2010**                                            | ** ** |
| ** **                                                   | ** ** | **Average**                                         | ** ** | ** **                                          | ** ** | **Yield/** | ** ** | **Average** | ** ** | ** ** | ** ** | **Yield/** | ** ** |
| **(dollars in thousands)**                         | ** ** | **Balance**                                         | ** ** | **Interest**                                        | ** ** | **Rate** | ** ** | **Balance** | ** ** | **Interest** | ** ** | **Rate** | ** ** |
| Assets:                                                      |       |                                                |       |                                                |       |   |   |   |   |   |   |   |   |
| Loans                                                        |       | $                                                   | 157,852    |                                                | $          | 2,205 |   | 5.59 | % | $ | 163,693 |   | $ | 2,571 |   | 6.28 | % |
| Time deposits - in other banks                               |       | 10,912                                              |       | 6                                                   |       | 0.22 | % | 10,842 |   | 3 |   | 0.11 | % |
| Investment securities - taxable                              |       | 6,357                                               |       | 41                                                  |       | 2.58 | % | 13,081 |   | 123 |   | 3.76 | % |
| Investment securities - nontaxable                           |       | 42,431                                              |       | 799                                                 |       | 7.53 | % | 52,737 |   | 949 |   | 7.20 | % |
| Total interest-earning assets                                |       | 217,552                                             |       | 3,051                                               |       | 5.61 | % | 240,353 |   | 3,646 |   | 6.07 | % |
|                                                         |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Allowance for loan and lease losses                          |       | (3,022                                              | )          |                                                | ** ** | ** ** |   | (3,527 | ) |   |   |   |   |
| Noninterest-bearing assets:                                  |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Cash and due from banks                                      |       | 4,889                                               |       |                                                | ** ** | ** ** |   | 4,972 |   |   |   |   |   |
| Bank premises and equipment                                  |       | 4,659                                               |       |                                                | ** ** | ** ** |   | 4,911 |   |   |   |   |   |
| Accrued interest receivable                                  |       | 1,169                                               |       |                                                | ** ** | ** ** |   | 1,446 |   |   |   |   |   |
| Other assets                                                 |       | 39,405                                              |       |                                                | ** ** | ** ** |   | 27,410 |   |   |   |   |   |
| Total average assets                                         |       | $                                                   | 264,652    |                                                |       | ** ** | ** ** |   | $ | 275,565 |   |   |   |   |   |
|                                                         |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Liabilities and Shareholders’ Equity:                   |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Interest-bearing liabilities:                                |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Interest-bearing demand                                      |       | $                                                   | 16,382     |                                                | $          | 4 |   | 0.10 | % | $ | 15,365 |   | $ | 4 |   | 0.10 | % |
| Money market savings                                         |       | 1,860                                               |       | 1                                                   |       | 0.22 | % | 1,882 |   | 1 |   | 0.21 | % |
| Savings deposits                                             |       | 10,827                                              |       | 13                                                  |       | 0.48 | % | 6,730 |   | 8 |   | 0.48 | % |
| Time deposits >$100M                                      |       | 62,193                                              |       | 301                                                 |       | 1.94 | % | 59,703 |   | 395 |   | 2.65 | % |
| Time deposits <$100M                                      |       | 78,586                                              |       | 353                                                 |       | 1.80 | % | 97,764 |   | 590 |   | 2.41 | % |
| Other Borrowings                                             |       | 38,615                                              |       | 410                                                 |       | 4.25 | % | 41,019 |   | 495 |   | 4.83 | % |
| Total interest-bearing liabilities                           |       | 208,463                                             |       | 1,082                                               |       | 2.08 | % | 222,463 |   | 1,493 |   | 2.68 | % |
|                                                         |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Noninterest-bearing liabilities:                             |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Noninterest-bearing checking                                 |       | 35,824                                              |       |                                                | ** ** | ** ** |   | 29,460 |   |   |   |   |   |
| Accrued interest payable                                     |       | 1,490                                               |       |                                                | ** ** | ** ** |   | 1,090 |   |   |   |   |   |
| Other liabilities                                            |       | 4,908                                               |       |                                                | ** ** | ** ** |   | 6,290 |   |   |   |   |   |
| Total Liabilities                                            |       | 250,685                                             |       |                                                | ** ** | ** ** |   | 259,303 |   |   |   |   |   |
| Total shareholders’ equity                              |       | 13,967                                              |       |                                                | ** ** | ** ** |   | 16,262 |   |   |   |   |   |
| Total average liabilities and shareholders’ equity      |       | $                                                   | 264,652    |                                                |       | ** ** | ** ** |   | $ | 275,565 |   |   |   |   |   |
|                                                         |       |                                                |       |                                                | ** ** | ** ** |   |   |   |   |   |   |   |
| Net interest income                                          |       |                                                |       | $                                                   | 1,969      | ** ** | ** ** |   |   |   | $ | 2,153 |   |   |   |
| Interest income as a percentage of average earning   assets  |       |                                                |       |                                                | ** ** | 5.61 | % |   |   |   |   | 6.07 | % |
| Interest expense as a percentage of average   earning assets |       |                                                |       |                                                | ** ** | 1.99 | % |   |   |   |   | 2.48 | % |
| Net yield on interest earning assets                         |       |                                                |       |                                                | ** ** | 3.62 | % |   |   |   |   | 3.58 | % |
| Net interest spread                                          |       |                                                |       |                                                |       | 3.53 | % |   |   |   |   | 3.39 | % |

 

33

----

Table of Contents

 

**Rate and Volume Analysis:**

 

The following tables show the increase or decrease in interest income, interest expense and net interest income resulting from changes in rates and volumes for the three months ended March 31, 2011 compared with the same period in 2010.

 
| ** **                                  | ** ** | **Increase (decrease) in the three months ended** | ** ** |
|---------------------------------------------|------------|---------------------------------------------------------------------------------|------------|
| ** **                                  | ** ** | **March 31, 2011 and March 31, 2010**             | ** ** |
| ** **                                  | ** ** | **(Dollars in thousands)**                                            | ** ** |
| ** **                                  | ** ** | **Volume**                                                                      | ** ** | **Rate** | ** ** | **Total** | ** ** |
| Increase (decrease) in interest income:     |       |                                                                            |       |   |   |   |   |
| Loans                                       |       | (92                                                                             | )          | (274 | ) | (366 | ) |
| Time deposits - in other banks              |       | —                                                                          |       | 3 |   | 3 |   |
| Investment securities - taxable             |       | (63                                                                             | )          | (19 | ) | (82 | ) |
| Investment securities - nontaxable          |       | (185                                                                            | )          | 35 |   | (150 | ) |
|                                        |       | (340                                                                            | )          | (255 | ) | (595 | ) |
|                                        |       |                                                                            |       |   |   |   |   |
| Increase (decrease) in interest expense:    |       |                                                                            |       |   |   |   |   |
| Interest-bearing demand                     |       | —                                                                          |       | — |   | — |   |
| Money market savings                        |       | —                                                                          |       | — |   | — |   |
| Savings deposits                            |       | 5                                                                               |       | 0 |   | 5 |   |
| Time deposits >$100M                     |       | 17                                                                              |       | (111 | ) | (94 | ) |
| Time deposits <$100M                     |       | (116                                                                            | )          | (121 | ) | (237 | ) |
| Other Borrowing                             |       | (29                                                                             | )          | (56 | ) | (85 | ) |
|                                        |       | (123                                                                            | )          | (288 | ) | (411 | ) |
| Increase (decrease) in net interest income: |       | $                                                                               | (217       | ) | $ | 33 |   | $ | (184 | ) |
|                                             |            |                                                                                 |            |  |  |  |  |  |  |  |

 

**Provision and Allowance for Loan and Lease Losses**

 

The Corporation maintains a detailed, systematic analysis and procedural discipline to determine the appropriate amount of the allowance for loan and lease losses (“ALLL”).  The ALLL is based on estimates and is intended to be adequate to provide for probable losses inherent in the loan portfolio.  This process involves deriving probable loss estimates that are based on individual loan loss estimation, historical loss rates and management’s judgment.

 

The Corporation employs several methodologies for estimating probable losses.  Methodologies are determined based on a number of factors, including type of asset, risk rating, concentrations, and collateral value.

 

The Corporation calculates the required ALLL on a quarterly basis and makes adjusting entries as needed. The review of the adequacy of the allowance takes into consideration such factors as concentrations of credit, changes in the growth, size and composition of the loan portfolio, overall and individual portfolio quality, review of specific problem loans, collateral, guarantees and economic conditions that may affect the borrowers’ ability to pay and/or the value of the underlying collateral.  Additional factors considered include: geographic location of borrowers, changes in the Corporation’s product-specific credit policy and lending staff experience.  These estimates depend on subjective factors and, therefore, contain inherent uncertainties.

 

The Corporation’s ALLL is maintained at a level believed adequate by management to absorb known and inherent probable losses on existing loans.  A provision for loan losses is charged to expense.  The allowance is charged for losses when management believes that full

 

34

----

Table of Contents

 

recovery on the loan is unlikely.  Generally, the Bank charges off any loan classified as a “loss”; portions of loans which are deemed to be uncollectible; overdrafts which have been outstanding for more than 90 days; and all other unsecured loans past due 120 or more days.  Subsequent recoveries, if any, are credited to the ALLL.

 

Although no assurance can be given that actual losses will not exceed the amount provided for in the allowance, Management believes that the allowance is adequate to provide for all estimated credit losses in light of all known relevant factors. At March 31, 2011 and 2010 the Bank’s allowance stood at 2.02 percent and 2.20 percent of total loans, respectively.

 

A provision of $1,100,000 was made to the ALLL during the three months ended March 31, 2011 compared to no provision for the same period in 2010.  Loans charged off during the three months ended March 31, 2011 totaled $1,040,000 compared to $111,000 for the same period in 2010.  Recoveries were $1,000 during the three months ended March 31, 2011 and 2010, respectively.

 

The Bank’s non-performing (delinquent 90 days or more and on non-accrual) net loans as a percentage of total loans were 6.39 percent and 2.36 percent as of the end of March 31, 2011 and 2010, respectively.

 

**Non-Interest Income**

 

Total non-interest income for the three months ended March 31, 2011 was $1,230,000 compared with $1,501,000 for the same period in 2010.  The decrease of $271,000 was due primarily to a decreases of $128,000 in gain on sales of investment securities, $125,000 in credit card/stored value card program fees and $38,000 in service charges on deposit accounts.

 

**Non-Interest Expense**

 

Salary and benefits expense for the three months ended March 31, 2011 was $912,000 compared with $916,000 for the same period in 2010.

 

Total occupancy and equipment expense for the three months ended March 31, 2011 was $263,000 compared to $265,000 for the same period in 2010.

 

Professional fees for the three months ended March 31, 2011 were $461,000 compared to $408,000 for the same period in 2010.  The increase was primarily due to increases in accounting/audit expense and legal fees associated with lawsuits related to various loans and loan collection expense.

 

Data processing expense for the three months ended March 31, 2011 was $56,000 compared to $76,000 for the same period in 2010.  The decrease was primarily due to reduced volumes of accounts and transactions processed and reduced cost for end of year processing.

 

Other general and administrative expenses for the for the three months ended March 31, 2011 totaled $1,231,000 compared with $1,132,000 for the same period in 2010, an increase of $99,000.  Significant changes occurred in the following categories; increases in FDIC & State assessments of $87,000, information technology expense of $41,000, director fees of $33,000, insurance expense of $19,000 and stationary/supplies expense of $10,000, while decreases occurred in other losses of $46,000, merchant expense of $34,000 and $16,000 in telephone expense.

 

35

----

Table of Contents

 

OREO expenses and provision for losses on foreclosed assets for the three months ended March 31, 2011 totaled $326,000 compared to $734,000 during the same period in 2010.

 

**Provision for Income Taxes**

 

The tax provision was $59,000 for the three months ended March 31, 2011 compared to a tax benefit of $110,000 for the same period in 2010, representing (4.22%) and (64.33%) of pre-tax loss for those periods.  The decrease in the effective tax rate for 2011 is a direct result of the Bank’s investing in tax-exempt securities and decreasing income.

 

The amount of the tax provision is determined by applying the Corporation’s statutory income tax rates to pre-tax book income, adjusted for permanent differences between pre-tax book income and actual taxable income. Such permanent differences include but are not limited to tax-exempt interest income; increases in the cash surrender value of bank-owned life insurance, certain other expenses that are not allowed as tax deductions, and tax credits.

 

Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled.  The Bank maintains a valuation allowance with respect to deferred tax assets due to the uncertainty surrounding the realization of certain net deferred tax assets.

 

**LOANS**

 

Average loans represented 72.56% of average earning assets and 59.65% of average total assets for the three months ended March 31, 2011 compared with 68.10% and 59.40%, respectively during 2010. For the three months ended March 31, 2011, average loans decreased 3.57% to $157,852,000 from $163,693,000 for the same period in 2010.  Average commercial loans increased $5,080,000 (14.23%), average construction loans decreased $4,391,000 (99.36%), average real estate loans decreased $4,670,000 (3.85%), and average installment loans decreased $1,860,000 (82.76%).

 

The Bank’s commercial and industrial loans are generally made for the purpose of providing working capital, financing the purchase of equipment or inventory, and other business purposes. Such loans generally have maturities of one year or longer.  Short-term business loans are generally intended to finance current transactions and typically provide for monthly interest payments with principal being payable at maturity or at 90-day intervals. Term loans (usually for a term of two to five years) normally provide for monthly installments of principal and interest.  The Bank from time to time utilizes accounts receivable and inventory as security for loans.

 

The Bank is a recognized leader for Small Business Administration (SBA) lending in Monterey County and holds SBA’s coveted Preferred Lender Status.  Generally, SBA loans are guaranteed by the SBA for 75 to 90 percent of their principal amount, which can be retained in the loan portfolio or sold to investors.  Such loans are made at floating interest rates, generally with longer terms (up to 25 years) than are available on a conventional loan basis to small businesses.  The unguaranteed portion of the loans, although generally supported by collateral, is considered to be more risky than conventional commercial loans because they may be based upon credit standards the Bank would not otherwise apply, such as lower cash flow coverage or longer repayment terms.

 

36

----

Table of Contents

 

The Bank’s real estate loan portfolio consists of both real estate construction loans and real estate mortgage loans.   Real estate construction loans are made for a much shorter term and often at higher interest rates than conventional single-family residential real estate loans.  The cost of administering such loans is often higher than for other real estate loans, as principal is drawn on periodically as construction progresses.

 

The Bank also makes real estate loans secured by a first deed of trust on single family residential properties and commercial and industrial real estate.  California commercial banks are permitted, depending on the type and maturity of the loan, to lend up to 90 percent of the fair market value of real property (or more if the loan is insured either by private mortgage insurers or governmental agencies).  In certain instances, the appraised value may exceed the actual amount that could be realized on foreclosure, or declines in market value subsequent to making the loan can impair the Bank’s security.

 

Consumer loans are made for the purpose of financing the purchase of various types of consumer goods, home improvement loans, auto loans and other personal loans.  Consumer installment loans generally provide for monthly payments of principal and interes, at a fixed rate.  Most of the Bank’s consumer installment loans are generally secured by the personal property being purchased.  The Bank generally makes consumer loans to those customers with a prior banking relationship with the Bank.

 

**Non-performing and Non-accrual Loans**

 

The Bank’s present policy is to cease accruing interest on loans which are past due as to principal or interest 90 days or more, except for loans which are well secured or when collection of interest and principal is deemed likely.  When a loan is placed on non-accrual, previously accrued and unpaid interest is generally reversed out of income unless adequate collateral from which to collect the principal and interest on the loan is available and in the process of collection.

 

In relation to SBA loans sold, the Bank generally repurchases from the secondary market the guaranteed portion of SBA guaranteed loans when those loans are placed on non-accrual status.  After the foreclosure and collection process is complete, the SBA reimburses the Bank for this principal balance.  Therefore, although these balances do not earn interest during this period, they generally do not result in a loss of principal to the Bank.

 

The following table presents information with respect to loans which, as of the dates indicated, were past due 90 days or more or were placed on non-accrual status (referred to collectively as “non-performing loans”).  The Bank had no troubled debt restructurings as of the dates presented.

 

37

----

Table of Contents

 
| ** **                                                            | ** ** | **As of March 31,** | ** ** | **As of   December 31,** | ** ** |
|-----------------------------------------------------------------------|------------|------------------------------------|------------|------------------------------------|------------|
| ** **                                                            | ** ** | **2011**                           | ** ** | **2010**                           | ** ** | **2010** | ** ** |
| Accruing, past due 90 days or more:                                   |       |                               |       |                               |       |   |   |
|                                                                  |       |                               |       |                               |       |   |   |
| Real Estate                                                           |       | $                                  | 452        |                               | $          | — |   | $ | 896 |   |
| Commercial                                                            |       | 648                                |       | —                             |       | 11 |   |
| Installment                                                           |       | —                             |       | —                             |       | — |   |
| Other                                                                 |       | —                             |       | —                             |       | — |   |
| Total accruing                                                        |       | 1,100                              |       | —                             |       | 907 |   |
|                                                                  |       |                               |       |                               |       |   |   |
| Nonaccrual Loans:                                                     |       |                               |       |                               |       |   |   |
| Real Estate                                                           |       | 4,846                              |       | 706                                |       | 6,241 |   |
| Commercial                                                            |       | 5,315                              |       | 2,963                              |       | 5,219 |   |
| Consumer                                                              |       | —                             |       | —                             |       | 13 |   |
| Other                                                                 |       | —                             |       | —                             |       | — |   |
| Total nonaccrual                                                      |       | 10,161                             |       | 3,669                              |       | 11,473 |   |
|                                                                  |       |                               |       |                               |       |   |   |
| Total nonperforming loans                                             |       | 11,261                             |       | 3,669                              |       | 12,380 |   |
| Other Real Estate Owned                                               |       | 25,832                             |       | 22,517                             |       | 28,825 |   |
| Total nonperforming assets                                            |       | $                                  | 37,093     |                               | $          | 26,186 |   | $ | 41,205 |   |
|                                                                  |       |                               |       |                               |       |   |   |
| Total loans end of period                                             |       | $                                  | 159,033    |                               | $          | 153,216 |   | $ | 154,869 |   |
|                                                                  |       |                               |       |                               |       |   |   |
| Ratio of nonperforming loans to total loans at end   of period        |       | 6.39                               | %          | 2.36                               | %          | 7.99 | % |
| Ratio nonperforming assets to total loans and OREO   at end of period |       | 20.06                              | %          | 14.70                              | %          | 22.43 | % |

 

38

----

Table of Contents

 

The following table reflects the activity in the allowance for loan losses as of and for the periods indicated.

 
| ** **                                                                      | ** ** | **As of and for the Quarter   Ended March 31,** | ** ** | **As of and for   the Year ended   December 31,** | ** ** |
|---------------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|
| ** **                                                                      | ** ** | **2011**                                                                           | ** ** | **2010**                                                                        | ** ** | **2010** | ** ** |
| ** **                                                                      | ** ** | **(Dollars in thousands)**                                               | ** ** |
| Average loans outstanding                                                       |       | $                                                                                  | 157,852    |                                                                            | $          | 163,693 |   | $ | 160,035 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Total loans outstanding at end of the period                                    |       | $                                                                                  | 159,033    |                                                                            | $          | 153,216 |   | $ | 154,869 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Allowance, beginning of period                                                  |       | 3,159                                                                              |       | 3,529                                                                           |       | 3,529 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Loans charged off during period:                                                |       |                                                                               |       |                                                                            |       |   |   |
| Commercial                                                                      |       | 242                                                                                |       | 84                                                                              |       | 372 |   |
| Consumer                                                                        |       | 100                                                                                |       | —                                                                          |       | — |   |
| Real Estate                                                                     |       | 698                                                                                |       | 27                                                                              |       | — |   |
| Other                                                                           |       | —                                                                             |       | —                                                                          |       | — |   |
| Total charge offs                                                               |       | 1,040                                                                              |       | 111                                                                             |       | 372 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Recoveries during period:                                                       |       |                                                                               |       |                                                                            |       |   |   |
| Commercial                                                                      |       | 1                                                                                  |       | —                                                                          |       | 2 |   |
| Consumer                                                                        |       | —                                                                             |       | —                                                                          |       | — |   |
| Real Estate                                                                     |       | —                                                                             |       | —                                                                          |       | — |   |
| Other                                                                           |       | —                                                                             |       | —                                                                          |       | — |   |
| Total recoveries                                                                |       | 1                                                                                  |       | —                                                                          |       | 2 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Net Loans charged off during the period                                         |       | 1,039                                                                              |       | 111                                                                             |       | 370 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Additions to allowance for loan losses                                          |       | 1,100                                                                              |       | —                                                                          |       | 0 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Allowance, end of period                                                        |       | $                                                                                  | 3,220      |                                                                            | $          | 3,418 |   | $ | 3,159 |   |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Ratio of net loans charged off to average loans   outstanding during the period |       | 0.66                                                                               | %          | 0.07                                                                            | %          | 0.23 | % |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Ratio of allowance to total loans at end of period                              |       | 2.02                                                                               | %          | 2.20                                                                            | %          | 2.04 | % |
|                                                                            |       |                                                                               |       |                                                                            |       |   |   |
| Ratio of nonperforming loans to allowance for loan   losses at end of period    |       | 349.72                                                                             | %          | 107.33                                                                          | %          | 391.87 | % |

 

39

----

Table of Contents

 

The following table provides a breakdown of the allowance for loan losses by categories as of the dates indicated:

 
| ** **            | ** ** | **March 31, 2011**         | ** ** | **December 31, 2010**                                            | ** ** |
|-----------------------|------------|--------------------------------------|------------|----------------------------------------------------------------------------|------------|
| ** **            | ** ** | **(Dollars in thousands)** | ** ** |
| ** **            | ** ** | **Amount**                           | ** ** | **Percent of   Loans in   Catergory to   Total Loans** | ** ** | **Amount** | ** ** | **Percent of   Loans in   Catergory to   Total Loans** | ** ** |
| Commercial            |       | $                                    | 696        |                                                                       | 19.35      | % | $ | 778 |   | 21.59 | % |
| Construction and Land |       | 326                                  |       | 8.10                                                                       | %          | 371 |   | 0.82 | % |
| Real Estate           |       | 1,934                                |       | 69.84                                                                      | %          | 1,887 |   | 76.90 | % |
| Consumer              |       | 99                                   |       | 2.32                                                                       | %          | 6 |   | 0.32 | % |
| Other                 |       | 9                                    |       | 0.39                                                                       | %          | 8 |   | 0.38 | % |
| Unallocated           |       | 156                                  |       | N/A                                                                        |       | 109 |   | N/A |   |
| Total                 |       | $                                    | 3,220      |                                                                       | 100        | % | $ | 3,159 |   | 100 | % |

 

**Deposits**

 

Average interest bearing and non-interest-bearing deposits for the three months ended March 31, 2011 were $205,672,000 a decrease of 2.48% compared with the same period in 2010.  Average certificates of deposit represented 68.45% of average deposits for the three months ended March 31, 2011 compared with 74.66% for the same period in 2010.  Average interest bearing checking, money market and savings accounts as a group were 14.13% of average deposits for the three months ended March 31, 2011 compared with 11.39% for the same period in 2010.  Average non-interest bearing deposits represented 17.42% of average deposits for the three months ended March 31, 2011 compared with 13.97% for the same period in 2010.

 

The following table sets forth the scheduled maturities of the Corporation’s time deposits in denominations of $100,000 or greater at March 31, 2011:

 

Maturities of Time Deposits of $100,000 or more

(Dollars in thousands)

 
| Three months or less                  |   | $      | 14,158 |   |
|---------------------------------------|--------|--------|--------|--------|
| Over three months through six months  |   | 9,930  |   |
| Over six months through twelve months |   | 18,327 |   |
| Over twelve months                    |   | 18,660 |   |
|                                  |   | $      | 61,075 |   |

 

**Borrowings**

 

The Corporation has a line of credit with Marshall & Ilsley Bank in the amount of $3,000,000, at a floating interest rate based on the one-month LIBOR Rate plus 3.75% with a floor rate of 6.50% and a maturity date of October 30, 2011.  At March 31, 2011, $2,700,000 was outstanding on the line of credit.

 

40

----

Table of Contents

 

The Bank has lines of credit from the Federal Reserve Bank of San Francisco and the Federal Home Loan Bank (FHLB) of San Francisco with remaining available borrowing capacity on March 31, 2011 of $7,795,000 and $4,461,000, respectively.  The Federal Reserve Bank discount window line is secured by a portion of the Bank’s investment securities at March 31, 2011.  At March 31, 2010, the total book value of securities pledged to the Federal Reserve Bank was $8,928,000 with no outstanding loan balance.  The Federal Home Loan Bank line of credit has a maximum borrowing capacity of 15% of the Bank’s total assets, adjusted quarterly.  The Federal Home Loan Bank line of credit is secured by a portion of the Bank’s real estate secured loans and securities at March 31, 2011.  The total principal balance at March 31, 2011 of pledged loans and securities at the Federal Home Loan Bank was $49,725,000 and $2,618,000, respectively.

 

The following table provides information on nine FHLB advances outstanding at March 31, 2011.

 
| ** ** | ** ** | ** ** | ** ** | **Funding** | ** ** | **Maturity** | ** ** |
|------------|------------|------------|------------|-------------|------------|--------------|------------|
| **Amount** | ** ** | **Rate**   | ** ** | **Date**    | ** ** | **Date**     | ** ** |
| $          | 3,500,000  |       | 5.51       | %           | 7/17/06    |         | 7/18/11    |   |
| 1,500,000  |       | 5.52       | %          | 7/17/06     |       | 7/18/11      |       |
| 1,000,000  |       | 5.22       | %          | 8/25/06     |       | 8/25/11      |       |
| 5,000,000  |       | 5.21       | %          | 7/30/07     |       | 7/30/12      |       |
| 3,000,000  |       | 4.85       | %          | 10/1/07     |       | 10/1/12      |       |
| 4,000,000  |       | 0.87       | %          | 1/31/11     |       | 1/31/13      |       |
| 5,000,000  |       | 1.75       | %          | 3/15/10     |       | 3/15/13      |       |
| 5,000,000  |       | 5.01       | %          | 9/18/07     |       | 9/18/14      |       |
| 1,000,000  |       | 7.72       | %          | 6/1/00      |       | 6/3/30       |       |
| $          | 29,000,000 |       |       |        |       |         |       |   |

 

The Bank has two letters of credit issued by Federal Home Loan Bank of San Francisco. One letter of credit in the amount of $330,000 used to secure local agency deposits.  The beneficiary of the letter of credit is the Administrator of Local Agency Security, Department of Financial Institutions.  The letter of credit expired on April 17, 2011 and was not renewed as individual local agency deposits are within the current FDIC insurance limit.  The other letter of credit in the amount of $700,000, expiring August 17, 2011 has MasterCard International Inc. as the beneficiary.

 

**Capital Resources**

 

The Corporation and the Bank maintain capital to comply with legal requirements, to provide a margin of safety for its depositors and stockholders, and to provide for future growth and the ability to pay dividends.  At March 31, 2011, shareholders’ equity was $13,074,000 versus $14,307,000 at December 31, 2010.  The Corporation paid no cash dividends to shareholders for the three months ended March 31, 2011 and for the year ended December 31, 2010.  The Bank paid no cash dividends to the Corporation for the three months March 31, 2011 and for the year ended December 31, 2010.  The Bank is currently prohibited from paying, and the Corporation has agreed not accept, cash dividends from the Bank absent prior regulatory authorization to do so.

 

The Corporation (on a consolidated basis) and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can result in certain mandatory and, possibly, additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s and Bank’s results of operations and financial condition.

 

41

----

Table of Contents

 

Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation and the Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.  Under applicable regulatory guidelines, a portion of the Trust Preferred Securities qualify as Tier I Capital, and the remainder as Tier II Capital.  Prompt corrective action provisions are not applicable to bank holding companies.

 

Quantitative measures established by regulation to ensure capital adequacy require the Corporation and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined).  Bank regulators may also impose higher capital requirements through the imposition of formal and informal regulatory actions.  For example, the Bank is required under the terms of regulatory orders it became subject to in 2010 to maintain a Tier 1 leverage ratio and a Total Risk-Based capital ratio of 9% and 12% respectively, which is higher than the minimum capital required to be “well capitalized.”  At March 31, 2011 the Bank’s leverage ratio was 8.98%, slightly less than the 9% required by the regulatory order, while its Total Risk-Based capital ratio was 13.54%.

 

In general, the risk-based capital guidelines provide detailed definitions of which obligations will be treated as capital, and assign different weights to various assets and off-balance sheet items, depending upon the perceived degree of credit risk associated with each asset.  Each asset is assigned to one of four risk-weighted categories.  For example, 0 percent for cash and unconditionally guaranteed government securities; 20 percent for deposits with other banks and fed funds; 50 percent for state bonds and certain residential real estate loans; and 100 percent for commercial loans and other assets.  Capital is categorized as either Tier 1 capital, consisting of common shareholders equity, qualifying perpetual preferred stock to certain limits, minority interests in equity accounts of consolidated subsidiary and trust preferred securities to certain limits, less goodwill and other intangibles, or Tier 2 capital, which consist of supplementary capital including allowance for possible credit losses to certain limits, certain preferred stock, eligible subordinated debt, and other qualifying instruments.  The guidelines also define and set minimum capital requirements (risk-based capital ratios). All banks are required to maintain Tier 1 capital of at least 4% and total capital of 8% of risk-adjusted assets.  However, as a result of the regulatory orders, the Bank is required to maintain a minimum Total Risk-Based capital ratio of 12.0%.  The Bank had a Tier 1 capital to total risk-adjusted assets capital ratio of 12.29% and 13.74% at March 31, 2011 and 2010, respectively.  The Bank’s Tier 1 capital exceeds the minimum regulatory requirement by $15,922,000.  The Bank had a Total Risk-Based capital to risk-adjusted assets ratio of 13.54% and 15.00% at March 31, 2011 and 2010, respectively.  The Bank’s Total Risk-Based capital exceeds the minimum regulatory requirement by $10,631,000.

 

The Tier 1 leverage capital ratio guidelines require a minimum leverage capital ratio of 4.0% of Tier 1 capital to total assets less goodwill.  However, as a result of the regulatory orders, the Bank is required to maintain a minimum leverage capital ratio of 9.0%.  The Bank had a leverage capital ratio of 8.98% and 9.50% at March 31, 2011 and 2010, respectively.

 

Under regulatory guidelines, the $8 million in Trust Preferred Securities outstanding qualify as Tier 1 capital up to 25% of Tier 1 capital.  Any additional Trust Preferred Securities will qualify as Tier 2 capital.

 

42

----

Table of Contents

 

The Corporation’s Board of Directors approved a stock repurchase program pursuant to which the Corporation, from time to time and at management’s discretion, may repurchase up to $500,000 of the Corporation’s outstanding shares.  Under the provisions of the Written Agreement with the FRB, the Corporation is precluded from repurchasing any additional stock.

 

In October 2008, the Board and the holders of more than a majority of our issued and outstanding common stock approved by written consent, an amendment to the Corporation’s articles of incorporation (the “Amendment”).  The Amendment authorizes the Corporation to issue up to 10,000,000 shares of preferred stock, which may be issued from time to time in one or more series as determined by the Board.  The Board is authorized to designate all rights, preferences, privileges and restrictions attendant to each series as well as the number of shares authorized for issuance in each series of the preferred stock, which matters shall be expressed in resolutions adopted by the Board and filed with the Secretary of State of the state of California.  Additionally, the Amendment authorizes the Corporation to issue an additional 7,500,000 shares of common stock for a total of 10,000,000 shares of common stock authorized for issuance after the Amendment.  The Amendment became effective January 23, 2009. There were no shares issued as of March 31, 2011.

 

**Other Regulatory Matters**

 

Commercial banking organizations, such as the Bank, may be subject to enforcement actions by the FDIC and the CDFI for engaging in unsafe or unsound practices in the conduct of their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency.  Enforcement actions may include the imposition of a conservator or receiver, the issuance of a cease-and-desist order that can be judicially enforced, the termination of insurance of deposits, the imposition of civil money penalties, the issuance of directives to increase capital, the issuance of formal and informal agreements, the issuance of removal and prohibition orders against institution-affiliated parties and the imposition of restrictions and sanctions under the prompt corrective action provisions of the FDICIA.

 

The Bank has entered into a Consent Order with the FDIC and CDFI. The order became effective on September 1, 2010.  The order was filed as an exhibit to the Corporation’s Current Report on Form 8-K filed on September 23, 2010.

 

The order requires the Bank to take corrective actions to address certain alleged violations of laws and/or regulations and imposes certain restrictions on the Bank.  The following is a list of the corrective actions required of, and restrictions placed on, the Bank and the current status (in italics) of the actions taken as of the filing date hereof:

 

1.                     Have and retain qualified management having such qualifications and experience commensurate with his or her duties and responsibilities at the Bank and notify the FDIC and the CDFI prior to adding any individual to the Bank’s Board of Directors or employing any individual as a senior executive officer of the Bank.

 

*The Board of Directors has undertaken a review of the qualifications and experience of individuals serving in key management positions.  As a result of this review the Board of Directors has initiated a search for a qualified individual to be hired to serve as President of the Bank, relieving the Chief Executive Officer of a portion of his heavy workload.  Additionally, the Chief Lending Officer retired on February 28, 2011 and a search has begun for a qualified replacement.*

 

43

----

Table of Contents

 

2.                     Develop and adopt a capital plan that complies with the FDIC’s Statement of Policy on Risk-Based Capital contained in Appendix A to Part 325 of the FDIC’s rules and regulations in order to maintain Tier 1 capital in such an amount to ensure that the Bank’s leverage ratio equals or exceeds 9% and the Bank’s total risk-based capital ratio equals or exceeds 12%.

 

*The Bank has developed a capital plan that complies with the FDIC’s Statement of Policy on Risk-Based Capital contained in Appendix A of Part 325 of the FDIC’s rules and regulations to ensure that the Bank’s leverage ratio equals or exceeds 9% and the Bank’s total risk-based capital ratio equals or exceeds 12%.  This capital plan was approved by the Board on October 28, 2010.  The Bank’s total risk-based capital ratio was 13.54% at March 31, 2011, which was in excess of the required 12%.  The Bank’s leverage capital ratio was 8.98% at March 31, 2011, which was below the required 9%.  As a result the Bank began implementation oft its capital plan, and has executed an agreement with a financial advisory firm to assist in determining the appropriate action to be taken to insure the required capital levels are met and maintained.  Appropriate actions or combination of actions may include soliciting additional capital , reducing the Bank’s assets through sales of branch offices, loans or other real estate owned, merger with another financial institution or sale of the Bank.*

 

3.                     Not pay cash dividends or make any other payments to the Bank’s shareholders absent the prior written consent of the FDIC and the CDFI;

 

*The Board has acknowledged the prohibition on payment of dividends or any other payments to the Bank’s shareholder (the Corporation) without the prior written consent of the FDIC and the CDFI. The Bank has not paid any dividends to the Corporation since the effective date of the order.*

 

4.                     Eliminate, either by charge-off or collection, assets classified as “Loss” in the examination report of the FDIC and the CDFI relating to their examination of the Bank on February 16, 2010 (the “ROE”).

 

*Assets classified as “Loss” in the examination report of the FDIC and the CDFI relating to their examination of the Bank on February 16, 2010 have been charged-off.*

 

5.                     Formulate a written plan to reduce the Bank’s risk exposure in adversely classified “Substandard” or “Doubtful” assets listed in the ROE.

 

*A written plan to reduce the Bank’s risk exposure in adversely classified “Substandard” or “Doubtful” assets listed in the ROE was approved by the Board on November 26, 2010, and submitted to the FDIC Regional Director and CDFI Commissioner for their review and comment.*

 

6.                     Not extend any additional credit to or for the benefit of any borrower who has a loan or other extension of credit that either: (a) has been charged off or classified (in whole or in part) as “Loss” and is uncollected, or (b) absent the prior approval of the Bank’s board or loan committee,  has been classified (in whole or in part) as “Doubtful” or “Substandard;”

 

*The Bank has not extended any additional credit to or for the benefit of any borrower who has a loan or other extension of credit that either has been charged*

 

44

----

Table of Contents

 

*off or classified (in whole or in part) as “Loss,” “Doubtful” or “Substandard” since the date of the order.  Nor has the Bank extended any additional credit to or for the benefit of any borrower who has a loan or other extension of credit classified (in whole or in part) as “Doubtful” or “Substandard” without the prior approval of the Bank’s Board or loan committee since the date of the order.*

 

7.       Review the appropriateness of the Bank’s allowance for loan and lease losses (the “ALLL”) and establish a comprehensive policy for determining the appropriate level of the ALLL, including documenting the analysis according to the standards set forth in the applicable policy guidelines of the FDIC.

 

*The ALLL policy has been reviewed and revised to ensure the determination of the appropriate level of the ALLL, including documenting the analysis according to the standards set forth in the applicable policy guidelines of the FDIC.  The revised policy was approved by the Board on October 14, 2010.  The Board continues to review the ALLL on at least a quarterly basis to ensure it is at an appropriate level.*

 

8.       Develop or revise, adopt, and implement a written lending and collection policy to provide effective guidance and control over the Bank’s lending functions in accordance with the requirements of the order.

 

*The Bank’s written lending and collection policy has been revised to provide effective guidance and control over the Bank’s lending functions.  The revised policy was approved by the Board on October 28, 2010.  Additional revisions were approved by the Board on March 9, 2011.*

 

9.       Develop or revise, adopt, and implement a written liquidity and funds management policy that adequately addresses liquidity needs and contingency funding, appropriately reduces the Bank’s reliance on non-core funding sources and complies with FDIC’s Guidance on Liquidity Risk Management, dated August 26, 2008.

 

*A revised liquidity and funds management policy which addresses liquidity needs and contingency funding, appropriately reduces reliance on non-core funding sources, and complies with FDIC’s Guidance on Liquidity Risk Management, dated August 26, 2008 was approved by the Board on October 28, 2010, and has been implemented.*

 

10.       Comply with the FDIC’s rules and regulations relating to brokered deposits and formulate and submit for approval, a written plan to eliminate the Bank’s reliance on brokered deposits.

 

*The Bank is in compliance with the FDIC’s rules and regulations relating to brokered deposits and has formulated and submitted to the FDIC a written plan to eliminate its reliance on brokered deposits.  The plan was approved by the Board on October 28, 2010 and was submitted to the FDIC on October 29, 2010.*

 

11.       Develop or revise, adopt, and implement a written plan addressing retention of profits, reducing overhead expenses, and setting forth a comprehensive budget to cover the three-year period from January 1, 2011 to December 31, 2013, which shall include formal goals, strategies and benchmarks which are consistent with sound banking practices to improve the Bank’s net interest margin, increase interest income, reduce discretionary expenses, and improve and sustain earnings.

 

45

----

Table of Contents

 

*The Board approved a Strategic Plan and Budget for the period from January 1, 2011 through December 31, 2013 on December 30, 2010 and the plan was submitted to the FDIC Regional Director and the CDFI Commissioner for their review.*

 

12.       Develop and submit for regulatory review and approval, a written three-year strategic plan, including a written profit plan, which includes, among other things, specific goals for the dollar volume of total loans, total investment securities and total deposits as of December 31, 2011 through December 31, 2013.

 

*See response to Item 11.*

 

13.       Refrain from engaging in any expansionary activities, including opening any branches absent prior regulatory approval.

 

*The Bank currently does not anticipate any expansionary activities and acknowledges the requirement for prior regulatory approval before under taking any such activities.*

 

14.       Inform the FDIC and the CDFI prior to making any planned public announcement or notification regarding changes to the Bank’s financial condition, executive management or board of directors.

 

*The Board and management acknowledge the requirement to inform the FDIC and the CDFI prior to making any planned public announcement or notification regarding changes to the Bank’s financial condition, executive management or Board.*

 

15.       Furnish written progress reports to the FDIC and the CDFI detailing the form and manner of any actions taken to secure compliance with the order; and provide a description of the order to the Bank’s shareholders in conjunction with the Bank’s next shareholder communication and also in conjunction with the Bank’s notice or proxy statement preceding the next shareholder meeting.

 

*The Bank filed the required progress reports with the FDIC & CDFI on October 30, 2010, January 31, 2011 and April 30, 2011.*

 

The Bank has stipulated to the issuance of a Consent Order, Order for Restitution and Order to Pay Civil Money Penalties with the FDIC.  The orders became effective on September 29, 2010.  The orders were filed as an exhibit to the Corporation’s Current Report on Form 8-K, filed on October 5, 2010.

 

In connection with the issuance of the orders, the FDIC alleged that the Bank had engaged in unsafe or unsound banking practices, deceptive practices and violations of law by:

 

1.       offering credit cards (“Balance Transfer Credit Cards”)  which are intended for the transfer and payment of charged-off consumer debt without disclosing the age of the debt and the fact that the transferred debt was time-barred and/or no longer reportable by credit reporting agencies;

 

2.       offering Balance Transfer Credit Cards to consumers when the Bank does not have sufficient substantiation that the debtor is obligated for the amount of indebtedness subject to the balance transfer;

 

46

----

Table of Contents

 

3.       misleading consumers about the utility of Balance Transfer Credit Cards advertised as credit cards when, in fact, the consumers have no available credit at the time the credit card is issued;

 

4.       misrepresenting debt collection programs as a credit card offer;

 

5.       misleading consumers regarding the interest charged on debt transferred to Balance Transfer Credit Cards; and

 

6.       misleading consumers concerning the fees associated with stored value debit cards through website solicitations for the cards.

 

The allegations contained in items 1 through 5 above were related to a credit card program offered to consumers under a card sponsorship agreement between the Bank and Tighorn Financial Services, LLC (“Tighorn”).  Tighorn acquired consumer debt and solicited consumers as a part of its debt collection program.  As an incentive to make payments, a portion of the debt was forgiven with the remainder of the debt transferred to a credit card.

 

The Bank agreed to issue credit cards on behalf of Tighorn to certain eligible consumers who Tighorn solicited.  The card sponsorship agreement required, among other things, that Tighorn’s solicitations comply with laws, regulations and regulatory orders governing the Bank in the solicitation, issuance and administration of the credit cards.

 

In June 2008, the Bank provided notice of cancellation to Tighorn in accordance with provisions of the card sponsorship agreement.  While the Bank continues to service existing credit card accounts, solicitations of new accounts were discontinued effective December 31, 2008.

 

The allegation contained in item 6 above was related to a stored value card program which was canceled in June 2008 in accordance with provisions of the card sponsorship agreement.  The card portfolio was transferred to another issuer on or about December 31, 2008.

 

Without admitting or denying any of the alleged charges of unsafe or unsound banking practices and any violations of law, the Bank has agreed to take the following corrective actions to address the foregoing alleged violations of law and/or regulation. Below each listed action is a description of the status of the Bank’s efforts to comply with the required action (in italics).

 

1.       Provide full, accurate disclosure and refrain from making misleading statements to consumers regarding the Bank’s balance transfer credit card programs, the interest rates and fees associated with these programs, the Bank’s debt collection practices, and the Bank’s stored value card programs.

 

*The Bank has established procedures for the review of disclosures and solicitation materials for both credit card and stored value card programs which require disclosures and solicitation materials be reviewed by the Bank’s compliance department and independent legal counsel with expertise in credit card and stored value card regulations.*

 

2.       The Board of Directors to participate fully in the oversight of the Bank’s compliance management system and to assume full responsibility for the approval of sound compliance policies and objectives. The Board of Directors to establish a compliance committee comprised of at least three directors who are not Bank officers that will

 

47

----

Table of Contents

 

meet at least monthly to review among other things, compliance with consumer laws and compliance with the Order. The Board of Directors to develop and adopt a comprehensive educational program for periodic training of Board members.

 

*A Compliance Committee, which meets on a monthly basis, was established prior to entering into the orders and is still in place. A training program for the Board was prepared and approved by the Board on October 28, 2010.  Board members are participating in training as provided for in the training program.*

 

3.       Develop and maintain effective monitoring, training and audit procedures to review each aspect of the Bank’s agreement with third parties in order to ensure that third party vendors comply with consumer protection laws, regulatory guidance, regulations, and policies (“consumer laws”).

 

*The Bank has engaged independent consultants with expertise in credit card and stored value card regulations to audit the third parties to ensure their compliance with consumer protection laws, regulatory guidance, regulations and policies.*

 

4.       Develop and maintain an adequate compliance management system that implements a written compliance program to ensure the Bank’s compliance with consumer laws.

 

*The Bank has developed and now maintains a written compliance program which is designed to ensure compliance with consumer laws.  A Compliance Committee, consisting of three outside directors, a Compliance Officer, who reports directly to the Committee, and the Chief Executive Officer, meets monthly and reports its activities to the full Board.*

 

5.       Retain a qualified compliance officer with the requisite knowledge and experience to administer an effective compliance management system, including experience with third-party debit and credit card agreements.

 

*The Bank has appointed a Compliance Officer with 19 years of banking experience and an Assistant Compliance Officer with 29 years of banking experience and has engaged legal counsel and consultants having experience with third-party debit and credit card agreements to augment staff experience.*

 

6.       Have an independent audit to ensure compliance with consumer laws.

 

*An independent audit has been conducted and audit report indicates the Bank is in compliance with consumer laws.*

 

7.       Correct, to the extent possible, all violations of consumer laws and refrain from making, either directly or indirectly, any false, deceptive or misleading representations with respect to any extension of credit or other Bank product; and

 

*The Bank continues to make efforts to correct, to the extent possible, all violations of consumer laws and refrain from and acknowledges its legal obligations to refrain from making, either directly or indirectly, any false, deceptive or misleading representations with respect to any extension of credit or other Bank product.*

 

8.       Contribute $300,000 to an established local or national non-profit organization for the specific purpose of consumer financial education and counseling.

 

48

----

Table of Contents

 

*The Bank submitted the name and qualifications of a non-profit organization meeting the specific requirements as detailed in the orders for approval, and the FDIC Regional Director subsequently granted such approval. The Bank recorded the $300,000 expense in the third quarter of 2010 and funded the donation on February 2, 2011*.

 

9.       Make restitution payments to certain consumers who had or currently have a credit card and/or a prepaid debit card issued by the Bank through agreements with certain third party vendors.  In this regard, the Bank must prepare a restitution plan for regulatory approval with respect to making restitution payments to such consumers not to exceed $2.5 million in the aggregate and reserve or deposit into a segregated account for the payment of restitution an amount not less than $1.5 million. The Bank is also required to retain an independent accounting firm to determine compliance with the restitution plan.

 

*The Bank submitted the name and qualifications of the independent accounting firm to the FDIC Regional Director for non-objection which was received on December 6, 2010. The restitution plans were submitted to the FDIC Regional Director for review and approval on November 29, 2010. On April 4, 2011 the Bank received approval from the FDIC for one of the restitution plans.  The Bank completed implementation of this plan on May 2, 2011.  For the remaining restitution plan, the FDIC requested that the Bank make certain revisions to the plan.  The Bank resubmitted a revised plan to the FDIC Regional Director on April 18, 2011 for his review and approval.  Once approval is received, the Bank will implement the remaining restitution plan.  The Bank recorded the $1.5 million expense for the restitution payments in the third quarter of 2010.*

 

10.     Furnish written progress reports to the FDIC detailing the form and manner of any actions taken to secure compliance with the Order and provide a description of the Order to the Bank’s shareholders in conjunction with the Bank’s next shareholder communication and also in conjunction with the Bank’s notice or proxy statement preceding the next shareholder meeting.

 

*The initial progress report was provided to the FDIC on October 29, 2010. The Bank was exempted from filing the progress report due January 30, 2011 since the FDIC performed an onsite visitation during December 2010 to monitor the Bank’s progress in complying with the orders. The Bank provided a progress report to the FDIC on April 30, 2011.*

 

Additionally, as a result of the alleged violations of laws and/or regulation, the FDIC has assessed a civil money penalty in the amount of $500,000 against the Bank which has been paid to the United States Treasury.  The $500,000 expense was recorded in the third quarter of 2010.

 

The Corporation has entered into a written agreement (the “Agreement”) with the Federal Reserve Bank of San Francisco, effective as of October 29, 2010, pursuant to which the Corporation has agreed to take the following actions listed below.  The Agreement was filed as an exhibit to the Corporation’s Current Report on Form 8-K, filed on November 2, 2010.   Below each listed action is a description of the status of the Corporation’s efforts to comply with the required action (in italics).

 

1.       Take appropriate steps to fully utilize the Corporation’s financial and managerial resources to serve as a source of strength to the Bank, including taking steps to

 

49

----

Table of Contents

 

ensure the Bank’s compliance with the Consent Order, dated September 1, 2010, between the Bank and the FDIC and any other supervisory action taken by the Bank’s federal and state regulators;

 

*The Corporation provided the Bank with a capital injection of $400,000 on December 31, 2010 in order to enhance the Bank’s capital.*

 

2.       Refrain from declaring or paying dividends, taking dividends or any form of payment from the Bank representing a reduction in the Bank’s capital, or making any distributions of interest, principal or other sums on the Corporation’s subordinated debentures or trust preferred securities absent prior regulatory approval;

 

*The Board has acknowledged the requirement of obtaining regulatory approval prior to declaring or paying dividends, taking dividends or any form of payment from the Bank representing a reduction in the Bank’s capital, or making any distributions of interest, principal or other sums on the Corporation’s subordinated debentures or trust preferred securities.  No such transactions have occurred which required regulatory approval.*

 

3.       Refrain from incurring, increasing or guaranteeing any debt or repurchasing or redeeming any shares of its stock absent prior regulatory approval;

 

*The Board has acknowledged the requirement of regulatory approval prior to incurring, increasing or guaranteeing any debt or repurchasing or redeeming any shares of its stock.  No such transactions have occurred which required regulatory approval.*

 

4.       Develop and submit for regulatory approval a cash flow projection of the Corporation’s planned sources and uses of cash for debt service, operating expenses and other purposes;

 

*The required cash flow projection was submitted to the Federal Reserve Bank on December 27, 2010.*

 

5.       Comply with appropriate regulatory notice and approval requirements when appointing any new directors or senior executive officers or changing the responsibilities of any senior executive officer and comply with the limitations on indemnification and severance payments set forth in Section 18(k) of the Federal Deposit Insurance Act (12 USC 1828(i)) and Part 359 of the FDIC’s implementing regulations; and

 

*The Board has acknowledged the notice and approval requirements when appointing any new directors or senior executive officers or changing the responsibilities of any senior executive officer and the obligation to comply with the limitations on indemnification and severance payments set forth in Section 18(k) of the Federal Deposit Insurance Act (12 USC 1828(i)) and Part 359 of the FDIC’s implementing regulations.  No changes have occurred which required regulatory approval.*

 

6.       Furnish written progress reports to the Federal Reserve Bank of San Francisco detailing the form and manner of any actions taken to secure compliance with the Agreement.

 

50

----

Table of Contents

 

*The Corporation has filed the required progress reports with the Federal Reserve Bank of San Francisco on January 30, 2011 and April 30, 2011.*

 

The Board of Directors and management believe the Corporation and the Bank are in substantial compliance or are taking steps toward compliance with all requirements of these regulatory actions.

 

**Liquidity**

 

Liquidity represents the ability to provide sufficient cash flows or cash resources in a manner that enables an entity to meet its obligations in a timely fashion and adequately provide for anticipated future cash needs.

 

For the Bank, liquidity considerations involve the capacity to meet expected and potential requirements of depositors seeking access to balances and to provide for the credit demands of borrowing customers.  In the ordinary course of the Bank’s business, funds are generated from the repayment of loans, maturities within the investment securities portfolio and the acquisition of deposit balances and short-term borrowings.  In addition, the Bank has a line of credit from the Federal Home Loan Bank of San Francisco of approximately $58,456,000, based on 15 percent of the Bank’s total assets as reported in the most recent quarterly Consolidated Reports of Condition and Income for a bank with Domestic Offices Only.  The line of credit is subject to pledging of acceptable collateral. At March 31, 2011, $4,461,000 in excess collateral was pledged.  The Bank has a borrowing line with the Federal Reserve Bank of San Francisco secured****a portion of the Bank’s securities, with available borrowing of $7**,**795,000 at March 31, 2011.

 

As a matter of policy, the Bank seeks to maintain a level of liquid assets, including marketable investment securities, equal to a least 15 percent of total assets (“total liquidity”). Additionally the Bank maintains secondary sources of liquidity (borrowing lines from other institutions) equal to at least an additional 10 percent of assets.  Within these ratios, the Bank generally has excess funds available to sell as federal funds on a daily basis, and is able to fund its own liquidity needs without the need of short-term borrowing.  The Bank’s total liquidity at March 31, 2011 and 2010 was 24.06% and 32.88%, respectively, while its average loan to average deposit ratio for such years was 76.75% and 77.61%, respectively.

 

Brokered deposits are deposit instruments, such as certificates of deposit, deposit notes, bank investment contracts and certain municipal investment contracts that are issued through brokers and dealers who then offer and/or sell these deposit instruments to one or more investors.  Additionally, deposits on which a financial institution pays an interest rate significantly higher than prevailing rates are considered to be brokered deposits.  Federal law and regulation restricts banks from soliciting or accepting brokered deposits, unless the bank is well capitalized under Federal guidelines.  The Bank had $31,187,000 in brokered deposits at March 31, 2011 compared with $62,856,000 in brokered deposits at March 31, 2010.  The Corporation continues to reduce its reliance on brokered deposits by not opening or renewing any deposits classified as brokered.

 

**Deferral of Interest Payments on Trust Preferred Securities**

 

The Corporation has exercised its rights in accordance with Section 2.11 Extension of Interest Payment Period of the Indentures dated March 27, 2003 for Northern California Bancorp, Inc. Trust I and November 3, 2003 for Northern California Bancorp, Inc. Trust II to

 

51

----

Table of Contents

 

defer interest payments for an undetermined period of time, not to exceed twenty (20) consecutive quarterly payments.  The deferral of interest payments on Northern California Bancorp, Inc. Trust I was effective with the October 7, 2009 interest payment.  The deferral of interest payments on Northern California Bancorp, Inc. Trust II was effective with the November 8, 2009 interest payment.

 

**Interest Rate Risk**

 

Management of interest rate sensitivity (asset/liability management) involves matching and repricing rates of interest-earning assets with interest-bearing liabilities in a manner designed to optimize net interest income within the constraints imposed by regulatory authorities, liquidity determinations and capital considerations.  The Bank instituted formal asset/liability policies at the end of 1989.

 

The purpose for asset/liability management is to provide stable net interest income growth by protecting the Bank’s earnings from undue interest rate risk.  The Bank expects to generate earnings from increasing loan volume, appropriate loan pricing and expense control and not from trying to accurately forecast interest rates.  Another important function of asset/liability management is managing the risk/return relationships between interest rate risk, liquidity, market risk and capital adequacy.  The Bank gives priority to liquidity concerns followed by capital adequacy, then interest rate risk and market risk in the investment portfolio.  The policy of the Bank will be to control the exposure of the Bank’s earnings to changing interest rates by generally maintaining a position within a narrow range around an “earnings neutral position.” An earnings neutral position is defined as the mix of assets and liabilities that generate a net interest margin that is not affected by interest rate changes.  However, Management does not believe that the Bank can maintain a totally earnings neutral position.  Further, the actual timing of repricing of assets and liabilities does not always correspond to the timing assumed by the Bank for analytical purposes.  Therefore, changes in market rates of interest will generally impact the Bank’s net interest income and net interest margin for long or short periods of time.

 

The Bank monitors its interest rate risk on a quarterly basis through the use of a model which calculates the effect on earnings of changes in the fed funds rate.  The model converts a fed funds rate change into rate changes for each major class of asset and liability, then simulates the bank’s net interest margin based on the bank’s actual repricing over a one year period, assuming that maturities are reinvested in instruments identical to those maturing during the period.  The following table shows the affect on net interest income of various rate shocks, expressed in basis points, at March 31, 2011.  The table includes one projection for a decrease in rates, as the Federal Funds target rate is currently between 0% and 0.25%.

 
| **Rate Shock Increase in   Basis Points** | ** ** | **Percent Increase in Net   Interest Income** | ** ** |
|---------------------------------------------------------------|------------|-------------------------------------------------------------------|------------|
| -25                                                           |       | -0.6                                                              | %          |
| 100                                                           |       | 3.4                                                               | %          |
| 200                                                           |       | 7.3                                                               | %          |
| 300                                                           |       | 11.1                                                              | %          |
| 400                                                           |       | 15.0                                                              | %          |

 

52

----

Table of Contents

 

**Item 4.  Controls and Procedures**

 

(a) The Corporation’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Bank’s disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) promulgated under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”) have concluded that as of the Evaluation Date, the Corporation’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

(b) Changes in Internal Controls:  In the quarter ended March 31, 2011, there were no changes in the Coporation’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect the Corporation’s internal control over financial reporting..

 

53

----

Table of Contents

 

**PART II-OTHER INFORMATION**

 

**Item 1.  Legal Proceedings.**

 

The Bank, its Chief Financial Officer and a former Senior Vice President were named as defendants in a lawsuit filed February 26, 2009 in Monterey County Superior Court, Civil Division, by Tighorn Financial Services, LLC (“Tighorn”). The lawsuit seeks to compel the Bank to continue its credit card sponsorship program with Tighorn and the servicing of a credit card portfolio under a card sponsorship agreement with a third party. The suit also alleges that Tighorn was misled into entering the credit card sponsorship agreement. For its part, the Bank has responded by contending that it properly terminated the sponsorship agreement pursuant to termination provisions contained in the parties’ Agreement, and that the Bank properly gave Tighorn written notice of termination of the Agreement in June 2008. The Bank has filed a counter claim for damages and equitable relief against Tighorn, and the Bank’s Chief Financial Officer has filed cross-complaints against two Tighorn representatives and a third party claiming indemnity and equitable apportionment under California law.

 

The Bank and its Chief Executive Officer and Chief Credit Officer were named as defendants in a lawsuit filed April 29, 2009 in the Monterey County Superior Court, by First

 

Foundation Bank. The lawsuit involves claims related to two loan participations purchased by First Foundation Bank from the Bank. The lawsuit seeks to rescind the participation agreements, payment of all principal and interest, damages, attorneys’ fees and costs. This matter was tried before a three member arbitration panel from January 10 through January 19, 2011 and is presently under submission for a decision. It is reasonably possible but not probable that an unfavorable arbitration ruling will result in a loss. The loss cannot be reasonably estimated, but the range of possible loss is zero to $4 million, with no number in the range more reasonable than another number.

 

The Bank was named as defendant in two separate actions filed June 17, 2008 and June 26,

 

2008 to foreclose mechanic’s liens on site improvements performed in the amounts of $1.5 million and $6.5 million, respectively. The actions assert that the mechanic’s liens have priority over the Bank’s Deeds of Trust against various lots in the subdivision that benefited from the site improvements. The Bank is being defended by its title insurer and, in legal counsel’s opinion, the Bank does not have any exposure in these matters because the priority of its trust deeds is insured by policies of title insurance.

 

Northern California Bancorp, Inc., Monterey County Bank and the Chief Executive Officer among other unrelated parties were named as defendants in a lawsuit filed July 22, 2010 in the Monterey County Superior Court by South Valley Developers, Inc. and Paseo Vista LLC. The lawsuit seeks a declaration of the parties’ respective obligations under a profit participation agreement in which the Bank is a successor in interest, as well as damages for breach of contract and fraud related to a loan extended to one of the plaintiffs, and injunctive relief pending the declaratory judgment. Because discovery in this case only recently began, it is too early to assess the risk of loss.

 

Although the amount of any ultimate liability with respect to the above proceedings cannot be determined, in the opinion of management, an adverse ruling in the First Foundation lawsuit may have a material effect on the consolidated financial position of the Corporation and its subsidiary.

 

54

----

Table of Contents

 

**Item 2.  Unregistered Sales of Equity 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.**

 

5.02(b)        Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective February 28, 2011, Mr. Timothy M. Leveque retired as the Bank’s Chief Lending Officer.

 

**Item 6.  Exhibits**

 

A.            EXHIBITS

 

31.1                 Certification of the Chief Executive Officer of Northern California Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

31.2                 Certification of the Chief Financial Officer of Northern California Bancorp, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

32.1                 Certification of the Chief Executive Officer of Northern California Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2                 Certification of the Chief Financial Officer of Northern California Bancorp, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

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.

 
|                     | NORTHERN   CALIFORNIA BANCORP, INC. |
|--------------------------|-------------------------------------|
|                     |                                |
| Date:  May 13, 2011 |                                | By: | /s/   Charles T. Chrietzberg, Jr. |
|                     |                                | Charles   T. Chrietzberg, Jr. |
|                     |                                | Chairman   of the Board & |
|                     |                                | Chief   Executive Officer |
|                     |                                |   |
|                     |                                |   |
| Date:   May 13, 2011     |                                | By: | /s/   Bruce N. Warner |
|                     |                                | Bruce   N. Warner |
|                     |                                | Chief   Financial Officer and |
|                     |                                | Principal   Accounting Officer |

 

55

----