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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended June 30, 2011
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OR
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o
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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California
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77-0559736
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(State or other jurisdiction
of incorporation)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company þ
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Exhibit #
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2.1
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Plan of Reorganization and Agreement of Merger dated as of October 4, 2000 (A)
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3.1
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Restated Articles of Incorporation (I)
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3.2
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Certificate of Amendment to Articles of Incorporation (L)
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3.3
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Certificate of Amendment to Articles of Incorporation (Y)
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3.4
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Bylaws, as amended (B),(S)
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4.1
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Certificate of Determination for Series A Non-Voting Preferred Stock (B)
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4.2
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Certificate of Determination for Series B Non-Voting Preferred Stock (B)
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4.3
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Certificate of Determination for Series C Non-Voting Preferred Stock (D)
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4.4
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Purchase Agreement dated October 10, 2003, by and among Registrant, Mission Community Capital Trust I, and Bear Stearns & Co., Inc. (E)
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4.5
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Indenture dated as of October 14, 2003 by and between Registrant and Wells Fargo Bank, National Association, as trustee (E)
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4.6
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Declaration of Trust of Mission Community Capital Trust I dated October 10, 2003 (E)
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4.7
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Amended and Restated Declaration of Trust of Mission Community Capital Trust I dated October 14, 2003 by and among the Registrant, Wells Fargo Delaware Trust Company, as Trustee, and Anita M. Robinson and William C. Demmin, as Administrators (E)
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4.8
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Guarantee Agreement dated October 14, 2003 between Registrant, as Guarantor, and Wells Fargo Bank, National Association, as Guarantee Trustee (E)
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4.9
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Fee Agreement dated October 14, 2003 by and among the Registrant, Wells Fargo Delaware Trust Co., Bear Stearns & Co., Inc. and Mission Community Capital Trust I (E)
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4.10
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Certificate of Determination for Series D Preferred Stock (R)
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4.11
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Form of Common Stock Purchase Warrant (Z)
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4.12
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Form of Warrant Agreement for warrants issued pursuant to subscription rights (AA)
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10.1
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Purchase and Sale Agreement and Lease dated January, 1997, as amended (B)
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10.2
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Intentionally omitted
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10.3
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Lease Agreement – Paso Robles (B)
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10.4
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Lease Agreement – San Luis Obispo (B)
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10.5
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Lease Agreement – Arroyo Grande (B)
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10.6
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1998 Stock Option Plan, as amended (B)
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10.7
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Lease Agreement – 569 Higuera, San Luis Obispo (D)
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10.8
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Lease Agreement – 671 Tefft Street, Nipomo CA (C)
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10.9
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Intentionally omitted
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10.10
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Lease Agreement – 3480 S. Higuera, San Luis Obispo (F)
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10.11
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Salary Protection Agreement — Mr. Pigeon (G)
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10.12
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Intentionally omitted
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10.13
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Second Amended and Restated Employment Agreement dated August 28, 2006 between Anita M. Robinson and Mission Community Bank (J)
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Exhibit #
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10.14
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Employment Agreement dated June 3, 2007 between Brooks Wise and Mission Community Bank (J)
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10.15
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Financial Advisory Services Agreement dated January 4, 2007 between the Company and Seapower Carpenter Capital, Inc. (K)
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10.16
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Common Stock Repurchase Agreement dated August 10, 2007 between Fannie Mae and the Company (M)
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10.17
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Build-to-Suit Lease Agreement between Walter Bros. Construction Co., Inc. and Mission Community Bank for property at South Higuera Street and Prado Road in San Luis Obispo, California (N)
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10.18
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Lease Agreement – 1670 South Broadway, Santa Maria (O)
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10.19
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Mission Community Bancorp 2008 Stock Incentive Plan (P)
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10.20
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Amendment No. 1 to Second Amended and Restated Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Anita M. Robinson (Q)
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10.21
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Amendment No. 1 to Employment Agreement dated December 29, 2008 by and among Mission Community Bancorp, Mission Community Bank, and Brooks W. Wise (Q)
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10.22
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Amended and Restated Salary Protection Agreement dated December 29, 2008 by and between Mission Community Bank and Ronald B. Pigeon (Q)
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10.23
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Letter Agreement dated January 9, 2009 between Mission Community Bancorp and the United States Department of Treasury, which includes the Securities Purchase Agreement—Standard Terms attached thereto, with respect to the issuance and sale of the Series D Preferred Stock (R)
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10.24
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Side Letter Agreement dated January 9, 2009 amending the Stock Purchase Agreement between Mission Community Bancorp and the Department of the Treasury (R)
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10.25
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Side Letter Agreement dated January 9, 2009 between Mission Community Bancorp and The Department of the Treasury regarding maintenance of two open seats on the Board of Directors (R)
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10.26
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Side Letter Agreement dated January 9, 2009 between Mission Community Bancorp and The Department of the Treasury regarding CDFI status (R)
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10.27
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Securities Purchase Agreement dated December 22, 2009 between the Company and Carpenter Fund Manager GP, LLC (“Securities Purchase Agreement”) (U)
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10.28
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Form of Warrant to be issued in connection with the Securities Purchase Agreement (U)
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10.29
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Amendment No. 1 to Securities Purchase Agreement dated March 17, 2010 (V)
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10.30
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Amendment No. 2 to Employment Agreement of Brooks Wise dated March 22, 2010 (W)
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10.31
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Amendment No. 2 to Securities Purchase Agreement dated March 17, 2010 (X)
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10.32
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Employment Agreement dated July 1, 2010 between James W. Lokey and Mission Community Bancorp (Y)
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10.33
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Agreement and Plan of Merger dated as of June 24, 2011 by and among Carpenter Fund Manager GP, LLC; Mission Community Bancorp; Mission Community Bank; Santa Lucia Bancorp and Santa Lucia Bank (BB)
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101
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Interactive Data Files
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(A) Included in the Company’s Form 8-K filed on December 18, 2000, and incorporated by reference herein.
(B) Included in the Company’s Form 10-KSB filed on April 2, 2001, and incorporated by reference herein.
(C) Included in the Company’s Form 10-QSB filed August 12, 2002, and incorporated by reference herein.
(D) Included in the Company’s Form 10-QSB filed on November 12, 2002, and incorporated by reference herein.
(E) Included in the Company’s Form 8-K filed on October 21, 2003, and incorporated by reference herein.
(F) Included in the Company’s Form 10-QSB filed on August 10, 2004, and incorporated by reference herein.
(G) Included in the Company’s Form 8-K filed on January 19, 2005, and incorporated by reference herein.
(H) Intentionally omitted
(I) Included in the Company’s Form 10-QSB filed on August 14, 2006, and incorporated by reference herein.
(J) Included in the Company’s Form 8-K filed on June 13, 2007, and incorporated by reference herein.
(K) Included in the Form SB-2 Registration Statement of the Company filed on June 13, 2007, and incorporated by reference herein.
(L) Included in Pre-Effective Amendment No. 1 to the Form SB-2 Registration Statement of the Company filed on July 24, 2007, and incorporated by reference herein.
(M) Included in the Company’s Form 8-K filed on August 14, 2007, and incorporated by reference herein.
(N) Included in the Company’s Form 8-K filed on October 23, 2007, and incorporated by reference herein.
(O) Included in the Company’s Form 10-KSB filed on March 28, 2008, and incorporated by reference herein.
(P) Included in the Company’s Form 10-Q filed on May 15, 2008, and incorporated by reference herein.
(Q)Included in the Company’s Form 8-K filed on December 30, 2008, and incorporated by reference herein.
(R)Included in the Company’s Form 8-K filed on January 14, 2009, and incorporated by reference herein.
(S)Included in the Company’s Form 10-Q filed on August 14, 2009, and incorporated by reference herein.
(T)Included in the Company’s Form 10-K filed on March 16, 2009, and incorporated by reference herein.
(U)Included in the Company’s From 8-K filed on December 24, 2009, and incorporated by reference herein.
(V)Included in the Company’s Form 8-K filed on March 22, 2010, and incorporated by reference herein.
(W)Included in the Company’s Form 8-K filed on March 26, 2010, and incorporated by reference herein.
(X)Included in the Company’s Form 8-K filed on June 1, 2010, and incorporated by reference herein.
(Y)Included in the Company’s Form 8-K filed on August 2, 2010, and incorporated by reference herein.
(Z)Included in the Company’s Form S-1 Registration Statement filed on August 31, 2010, and incorporated by reference herein.
(AA)Included in Amendment No. 1 to the Company’s Form S-1 Registration Statement filed on October 1, 2010, and incorporated by reference herein.
(BB)Included in the Company’s Form 8-K filed on June 27, 2011, and incorporated by reference herein.
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(1) I have reviewed this Form 10-Q of Mission Community Bancorp;
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(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
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(4) The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
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(5) The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
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(1) I have reviewed this Form 10-Q of Mission Community Bancorp;
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(2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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(3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
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(4) The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
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(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c) Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d) Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the issuer’s most recent fiscal quarter (the issuer’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
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(5) The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
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(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
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(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
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1. This Form 10-Q for the period ended June 30, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2. The information contained in this Form 10-Q for the period ended June 30, 2011 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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1.
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This Form 10-Q for the period ended June 30, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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2.
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The information contained in this Form 10-Q for the period ended June 30, 2011 fairly presents, in all material respects, the financial condition and results of operations of the Company.
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and Chief Financial Officer
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Condensed Consolidated Balance Sheets (Parentheticals)
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Jun. 30, 2011
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Dec. 31, 2010
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Jun. 30, 2010
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Preferred stock, shares authorized: | 10,000,000 | 10,000,000 | 10,000,000 |
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 7,094,274 | 7,094,274 | 6,345,602 |
Common stock, shares outstanding | 7,094,274 | 7,094,274 | 6,345,602 |
Series A Preferred Stock [Member]
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Preferred stock, shares issued | 100,000 | 100,000 | 100,000 |
Preferred stock, shares outstanding | 100,000 | 100,000 | 100,000 |
Series B Preferred Stock [Member]
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Preferred stock, shares issued | 20,500 | 20,500 | 20,500 |
Preferred stock, shares outstanding | 20,500 | 20,500 | 20,500 |
Series C Preferred Stock [Member]
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Preferred stock, shares issued | 50,000 | 50,000 | 50,000 |
Preferred stock, shares outstanding | 50,000 | 50,000 | 50,000 |
Series D Preferred Stock [Member]
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Preferred stock, shares issued | 5,116 | 5,116 | 5,116 |
Preferred stock, shares outstanding | 5,116 | 5,116 | 5,116 |
Document And Entity Information
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6 Months Ended | |
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Jun. 30, 2011
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Aug. 08, 2011
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Document and Entity Information [Abstract] | Â | Â |
Entity Registrant Name | Mission Community Bancorp | Â |
Document Type | 10-Q | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Common Stock, Shares Outstanding | Â | 7,094,274 |
Amendment Flag | false | Â |
Entity Central Index Key | 0001129920 | Â |
Entity Current Reporting Status | Yes | Â |
Entity Voluntary Filers | No | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Entity Well-known Seasoned Issuer | No | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Year Focus | 2011 | Â |
Document Fiscal Period Focus | Q2 | Â |
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Note 5 - Credit Quality and the Allowance for Loan and Lease Losses
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Jun. 30, 2011
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Allowance for Credit Losses [Text Block] |
Note
5 — Credit Quality and the Allowance for Loan and Lease
Losses
An
allowance for loan and lease losses is provided for loans
held for investment (i.e., not held for
sale). Loans held for sale are carried on the
consolidated balance sheets at the lower of cost or fair
value, therefore no related allowance for loan losses is
provided.
Following
is a summary of the changes in the allowance for loan and
lease losses for the three- and six-month periods ended June
30:
Changes
in the allowance for loan and lease losses for the three
and six months ended June 30, 2011, and year ended December
31, 2010, are shown below disaggregated by portfolio
segment:
The
Company assigns a risk rating to all loans except pools of
homogeneous loans and those risk ratings are continuously
reviewed and updated by management at least quarterly or as
conditions dictate. These risk ratings are also
subject to semi-annual examination by independent
specialists engaged by the Company, and also by its
regulators. The following table shows the
Bank’s loan portfolio (excluding loans held for sale)
allocated by management’s internal risk ratings as of
the dates indicated:
The
following table shows an aging analysis of the loan portfolio
(excluding loans held for sale) as of the dates
indicated. Also shown are loans on non-accrual,
those that are past due and still accruing interest and
troubled debt restructurings:
Following
are summaries of the investment in impaired loans (excluding
loans held for sale) as of the dates indicated, including the
related allowance for loan losses and cash-basis income
recognized:
The
amount of the allowance for loan losses provided for
impaired loans represents the aggregate amount by which the
recorded investment in each impaired loan exceeds its fair
value. Fair value for this purpose is determined
by computing either the present value of expected future
cash flows discounted at the loan’s effective
interest rate or, if repayment is expected solely from the
collateral, the fair value of the underlying collateral
less estimated costs to sell, based on current
appraisals. In some cases, impaired loans are
partially charged off, such that there is no excess of the
recorded investment over the fair value of the loan, as
determined above
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Note 10 - Pending Acquisition
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3 Months Ended |
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Jun. 30, 2011
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Business Combination Disclosure [Text Block] |
Note
10 — Pending Acquisition
On
June 24, 2011, the Company entered into an Agreement and
Plan of Merger by and among Carpenter, as General Partner
of Carpenter Community BancFund L.P. and Carpenter
Community BancFund A., L.P. (the “Funds”), the
Bank, Santa Lucia Bancorp (“SL Bancorp”) and
Santa Lucia Bank (“SL Bank”) (the “Merger
Agreement”). Pursuant to the Merger
Agreement, the Funds will acquire SL Bancorp for $3.5
million, as described below, and will immediately
thereafter merge SL Bank, a wholly-owned subsidiary of SL
Bancorp, with and into Mission Community Bank (the
“Bank Merger”).
Subject
to the terms and conditions of the Merger Agreement, a
to-be-formed wholly-owned subsidiary of the Funds
(“NewCo”) will merge with and into SL Bancorp,
with SL Bancorp being the surviving corporation (the
“Merger”). At the effective time of
the Merger, each outstanding share of SL Bancorp common
stock, other than any shares dissenting from the Merger,
will be converted into the right to receive $0.35 in cash,
or an aggregate of approximately $700,000. In
addition, as a condition to the Merger, NewCo will acquire,
from the United States Department of the Treasury
(“UST”), for a purchase price of $2.8 million,
all of the issued and outstanding shares of preferred stock
and warrants issued by SL Bancorp to UST in connection with
the Troubled Asset Relief Capital Purchase Program (the
“TARP Securities”), which $2.8 million payment
will also settle past due dividends on the TARP
Securities. Following such purchase, NewCo will
surrender the TARP Securities to SL Bancorp for
cancellation..
In
addition, in connection with the Merger, SL Bank will
transfer to SL Bancorp certain non-performing assets so
that following the Merger and the Bank Merger the Funds
will own SL Bancorp, which will have as its principal asset
certain non-performing assets. The Merger and
Bank Merger have been unanimously approved by the board of
directors of each of the Company, the Bank, SL Bancorp and
SL Bank.
The
transaction is subject to customary conditions, including
the approval of the shareholders of SL Bancorp and receipt
of all required regulatory approvals. The
transaction is subject to further conditions,
including: the repurchase of the TARP Securities
from UST; SL Bank and SL Bancorp meeting certain financial
conditions at the closing date; and receipt of a fairness
opinion to the effect that the per share Merger
Consideration is fair to the shareholders of SL Bancorp
from a financial point of view.
The
Merger Agreement contains representations and warranties
customary for transactions of this type. In
addition, each of SL Bank and SL Bancorp has agreed to
various customary covenants and agreements, including,
among others, (i) to conduct its business in the ordinary
course consistent with past practice during the interim
period between the execution of the Merger Agreement and
the effectiveness of the Merger and the Bank Merger, (ii)
not to engage in certain kinds of transactions during this
period, (iii) to convene and hold a meeting of its
shareholders to consider and vote upon the Merger, (iv) to
recommend approval of the Merger to its shareholders and,
subject to certain exceptions, not make any changes to such
recommendation and (v) not solicit, initiate, or knowingly
encourage any alternative proposal to acquire SL Bank or SL
Bancorp.
Upon
consummation of the Merger and the Bank Merger, which are
currently expected to occur in the fourth quarter of 2011,
management projects the Company’s consolidated assets
to exceed $460 million and deposits to exceed $400
million.
|
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