-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SL4WHS+qvVVpYinyYE1bEZFcGNs+ScNJVHZHX322whe6TeoqdLmjAzRQGibnAMGw sAucKoFbHMuXFLBTpSwqQw== 0000353650-95-000004.txt : 19950616 0000353650-95-000004.hdr.sgml : 19950616 ACCESSION NUMBER: 0000353650-95-000004 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BWC FINANCIAL CORP CENTRAL INDEX KEY: 0000353650 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942621001 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10658 FILM NUMBER: 95522750 BUSINESS ADDRESS: STREET 1: 1400 CIVIC DR CITY: WALNUT CREEK STATE: CA ZIP: 94596 BUSINESS PHONE: 5109325353 MAIL ADDRESS: STREET 1: P O BOX 8080 STREET 2: 1400 CIVIC DRIVE CITY: WALNUT CREEK STATE: CA ZIP: 94596-8080 10-K 1 1994 10K REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994, Commission file number 0-10658 BWC FINANCIAL CORP. (Exact name of registrant as specified in its charter) California 94-2621001 (State of other jurisdiction of (I.R.S. Employee incorporation or organization) Identification No.) 1400 Civic Drive, Walnut Creek, California 94596 (Address of principal executive office) Registrant's telephone number, including area code: (510) 932-5353 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: Common Stock, no par value (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of February 10, 1994: $8,169,000. Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of February 10, 1994. Title of Class: Common Stock, no par value Shares Outstanding: 830,737. Documents Incorporated by Reference* Incorporated Into: 1994 Annual Report to Shareholders Part II and IV Definitive Proxy Statement for the 1995 Part III Annual Meeting of Shareholders to be filed by March 27, 1995. * Only selected portions of the document specified are incorporated by reference into this report, as more particularly described herein. TABLE OF CONTENTS PAGE PART I Item 1 Business 1 Item 2 Properties 3 Item 3 Legal Proceedings 3 Item 4 Submissions of Matters to a Vote of Shareholders 3 PART II Item 5 Market for the Registrant's Common Stock and Related Shareholder Matters 4 Item 6 Selected Financial Data 4 Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations 5 - 15 Item 8 Financial Statements and Supplementary Data 16 PART III Item 9 Directors and Executive Officers of the Registrant 17 Item 10 Executive Compensation 17 Item 11 Security Ownership of Certain Beneficial Owners and Management 17 Item 12 Certain Relationships and Related Transactions 17 PART IV Item 13 Exhibits, Financial Statement Schedules and Reports on Form 8-K 17 Signatures 18 Index to Exhibits 19 PART I ITEM 1. BUSINESS BWC Financial Corp. ("Corporation") is a bank holding company registered under the Bank Holding Company Act of 1956, as amended. It is a holding company for Bank of Walnut Creek, which was incorporated under the laws of the State of California on November 26, 1979. Its principal office is located at 1400 Civic Drive, Walnut Creek, California 94596, and its telephone number is (510) 932-5353. Bank of Walnut Creek has conducted the business of a commercial bank since December 12, 1980. The Bank's primary focus is to engage in wholesale commercial banking, serving small to middle-sized businesses, professionals, high net worth individuals and general retail banking business. Rather than concentrate on any specific industry, the Bank has solicited and attracted customers from a wide variety of light manufacturing, wholesaling, retailing, contracting, real estate development and service businesses, accountants, physicians and dentists. The Bank offers a full range of commercial banking services emphasizing the banking needs of individuals, and the business and professional community in Walnut Creek, California and surrounding areas of Contra Costa County. The Bank accepts checking and savings deposits, makes construction loans, mortgage real estate loans, commercial loans, and installment loans, and offers safe deposit services, including oversize boxes for short-term storage. It sells travelers checks, issues drafts, and offers other customary banking services. The Bank offers its depositors a wide selection of deposit instruments including money market accounts, NOW accounts, and time certificates of deposit. Bank of Walnut Creek also offers an auto deposit pick-up service to its professional and business clients. Automatic teller machines are available at all bank locations, 24 hours a day, and are part of the EDS and Cirrus networks with ATM access at locations throughout the United States and Canada. During 1994 the Bank established an SBA (Small Business Administration) lending department, which adds to the Corporations range of services to its clients. On September 1, 1994 the Corporation started a mortgage business known as BWC Real Estate. This subsidiary entered into a joint venture with a broker forming a brokerage service called "BWC Mortgage Services". This brokerage service serves all areas serviced by the Bank subsidiary and provides an outlet for not only the Bank's construction clients but for any person(s) seeking long term mortgage financing. The long term financing is placed through the most competitive mortgage investors available in the market. The Bank is not at this time authorized to conduct trust business and has no present intention to apply to regulatory authorities to do so. Although the Bank does not directly offer international banking services, the Bank does make such services available to its customers through other financial institutions with which the Bank has correspondent banking relations. Service Area Contra Costa County, with a population of 869,000, represents the general service area of Bank of Walnut Creek and its branches. Walnut Creek, California, the principal area served by Bank of Walnut Creek, has a population of approximately 63,000. The Bank also serves surrounding areas, mostly located within Contra Costa County and Almedia County. In addition to its head office in Walnut Creek, California, the Bank operates branch offices in the cities of Orinda, Danville, San Ramon and Pleasanton, California. The most recent office was opened on April 15, 1994 at 249 Main Street Pleasanton, California. The principal area served by this office is Pleasanton, with a population of approximately 55,000. BWC Financial Corp. has no foreign or international activities or operations. Competition The banking business in the Bank's primary service area, consisting of Contra Costa County, Southern Solano County, and Northern Alameda County, is highly competitive with respect to both loans and deposits. The area is dominated by the major California banks, all of which have multiple branch offices throughout our defined service area. Additionally, there are many thrifts representing most of the major thrift institutions operating in the California market. There are also a number of other independent banks that are a source of competition due to the similarity of the market served. Among the advantages of major banks are their abilities to finance wide- ranging advertising campaigns, to offer certain services (for example, trust services) which are not offered directly by the Bank and to have substantially higher legal lending limits due to their greater capitalizations. In addition to major banks, some of the nation's largest savings and loan associations are located in California and compete for mortgage business along with smaller savings and loan associations. Bank of Walnut Creek is in direct competition with all these financial institutions. Management believes the Bank competes successfully with these institutions because of sound management techniques and the flexibility to adjust to changing economic situations. The dedication of founders, directors, and bank personnel has been instrumental in the Bank's ability to compete. The Bank is dedicated to providing personal attention to the financial needs of businesses, professionals, and individuals in its service area. Employees At December 31, 1994, Bank of Walnut Creek employed 60 people. At the present time there are no employees directly employed by BWC Financial Corp. or by its mortgage subsidiary BWC Real Estate. There are 4 persons employed by the joint venture BWC Mortgage Services. Supervision and Regulation As a California state-licensed bank, the Bank is subject to regulation, supervision and periodic examination by the California State Banking Department. The Bank is also subject to regulation, supervision, and periodic examination by the Federal Deposit Insurance Corporation (the "FDIC"). The Bank is not a member of the Federal Reserve System, but is nevertheless subject to certain regulations of the Board of Governors of the Federal Reserve System. As a state bank, the Bank's deposits are insured by the FDIC to the maximum amount permitted by law, which is currently $100,000. The regulations of those state and federal bank regulatory agencies govern most aspects of the Bank's business and operations, including, but not limited to, requiring the maintenance of non-interest bearing reserves on deposits, limiting the nature and amount of investments and loans which may be made, regulating the issuance of securities, restricting the payment of dividends, regulating bank expansion and bank activities, including real estate development activities and determining characteristics of certain deposit accounts. ITEM 2. PROPERTIES The principal office of the Bank of Walnut Creek is located at 1400 Civic Drive, in the financial district of downtown Walnut Creek. The premises are located in a modern building of which the Bank has leased approximately 11,917 square feet. BWC Financial Corp. shares common quarters with Bank of Walnut Creek in its principal office. On September 24, 1982, a branch office was opened at 224 Brookwood Road, Orinda, California. The branch serves the Orinda area. The premises are located in a remodeled building of approximately 320 square feet. On November 12, 1985, a branch office was opened at 3130 Crow Canyon Place, San Ramon, California. The branch serves the San Ramon area. The premises are located in a modern building of which the Bank has leased approximately 3,375 square feet. On June 8, 1990, the Bank leased 2263 square feet of office space located at 424 Hartz Avenue, Danville, California, to house the Bank's Danville office, serving the community of Danville. On January 6, 1994 the Bank leased 3880 square feet of office space located at 249 Main Street, Pleasanton, California to house the Bank's Pleasanton office, serving the community of Pleasanton. ITEM 3. LEGAL PROCEEDINGS At this time there are no pending or threatened legal proceedings to which the Corporation is a party or to which any of the Corporation's properties are subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS None PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS. The information required to be furnished pursuant to this item is set forth under the caption "Common Stock Prices" on page 23 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. ITEM 6. SELECTED FINANCIAL DATA The information required to be furnished pursuant to this item is set forth under the caption "Management's Discussion and Analysis of Operations" on page 20 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS For management's discussion and analysis of financial condition and results of operations, see "Management's Discussion and Analysis of Operations" at pages 20 through 23 of the 1994 Annual Report to Shareholders which is incorporated herein by reference. The following statistical disclosures should be read in conjunction with the consolidated financial statements and notes thereto of the 1994 Annual Report to Shareholders which is incorporatedherein by reference. Distribution of Average Assets, Liabilities and Shareholders' Equity, Interest Rates and Interest Differential. The following is an analysis of net earnings for the years ended December 31.
EARNING ASSETS 1994 1993 Interest Rates Interest Rates Average Income/ Earned/ Average Income/ Earned/ Balance Expense Paid (1) Balance Expense Paid (1) Federal Funds Sold $4,431,000 $185,000 4.18% $3,292,000 $95,000 2.88% Other Short Term Investments 1,562,000 76,000 4.87 Investment Securities: U.S. Treasury Securities 10,090,000 497,000 4.92 11,928,000 629,000 5.27 Securities of U.S. Government Agencies 1,958,000 114,000 5.84 28,000 1,000 3.10 Obligations of States & Political Subdivisions (1) 11,169,000 508,000 6.27 9,105,000 395,000 6.83 Loans (2) (3) (4) (5) 85,893,000 8,293,000 9.66 79,270,000 7,338,000 9.26 TOTAL EARNING ASSETS $115,103,000 $9,673,000 8.56% $103,623,000 $8,458,000 8.38% NONEARNING ASSETS 9,231,000 9,903,000 TOTAL $124,334,000 $113,526,000 Note: Minor rate differences from a straight division of interest by average assets are due to the rounding of average balances. (1) Amounts calculated on a fully Tax-Equivalent Basis where appropriate (1994 and 1993 Federal Statutory Rate - 34%). (2) Nonaccrual loans of $533,000 and $755,000 as of December 31, 1994 and 1993 have been included in the average loan balance. Interest income is included on nonaccrual loans only to the extent to which cash payments have been received. (3) Average loans are net of average deferred loan origination fees of $435,000 and $468,000 in 1994 and 1993 respectively. (4) Loan interest income includes loan origination fees of $830,000 and $1,050,000 in 1994 and 1993 respectively.
ITEM 7. (continued) LIABILITIES AND SHAREHOLDERS' EQUITY
1994 1993 Interest Rates Interest Rates Average Income/ Earned/ Average Income/ Earned/ Balance Expense Paid (1) Balance Expense Paid (1) INTEREST-BEARING DEPOSITS: Savings and NOW Accounts $19,984,000 $396,000 1.98% $14,906,000 $278,000 1.87% Money Market Accounts 43,917,000 1,213,000 2.76 48,327,000 1,406,000 2.91 Time 23,718,000 936,000 3.95 18,267,000 647,000 3.54 TOTAL (6) 87,619,000 2,545,000 2.90 81,500,000 2,331,000 2.86 Funds Purchased 61,000 2,000 3.00 59,000 2,000 2.91 TOTAL INTEREST-BEARING DEPOSITS AND BORROWINGS $87,680,000 $2,547,000 2.90 $81,559,000 $2,333,000 2.86 NONINTEREST-BEARING DEPOSITS 24,656,000 -- 20,696,000 -- OTHER LIABILITIES 552,000 -- 762,000 -- SHAREHOLDERS' EQUITY 11,446,000 -- 10,509,000 -- TOTAL $124,334,000 $113,526,000 NET INTEREST INCOME AND NET INTEREST MARGIN ON AVERAGE EARNING ASSETS $7,126,000 6.34% $6,125,000 6.13% Note: Minor rate differences from a straight division of interest by average assets are due to the rounding of average balances.
Change in Interest and Expense Due to Volume Change and Rate Change The following table provides pertinent information about interest income and expense between the years 1994 and 1993, and between the years 1993 and 1992. The change resulting primarily from growth in each asset or liability category is expressed as a volume change. The change resulting primarily from changes in rates is expressed as a rate change. The change attributed to both rate and volume is allocated equally between both rate and volume changes. During 1994 total interest income increased $1,215,000 from 1993. Of this increase $640,000 or 53% was related to volume increases of interest earning assets and $575,000 or 47% was related to increases in rates. During 1994 total interest expense increased $214,000 from 1993. Of this increase $196,000 or 92% was related to volume increases in deposits and $18,000 or 8% was related to increases in rates. The result of the above is that net interest income increased $1,001,000 during 1994 as compared to 1993. Net volume increases accounted for an increase of $444,000 whereas net rate increases accounted for $557,000. During 1993 total interest income increased $158,000 from 1992. Based on the volume increases on interest earning assets, interest income would have increased $948,000. However, this was reduced by $790,000 due to average rate decreases during the respective periods. On the other hand, total interest expense decreased $473,000. Based on volume increases on interest bearing deposits, interest expense would have increased $271,000. However, this was reduced by $744,000 due to average rate decreases in 1993 as compared to 1992. The result of the above is that net interest income increased $631,000 during 1993 as compared to 1992. Volume increases accounted for an increase of $677,000 whereas rate decreases accounted for $46,000, resulting in a net increase of $631,000. ANALYSIS OF CHANGES IN INTEREST INCOME AND EXPENSES
1994 over 1993 1993 over 1992 Volume Rate Total Volume Rate Total Increases (Decreases) in Interest Income Federal Funds Sold $40,000 $50,000 $90,000 ($2,000) ($8,000) ($10,000) Other Short Term Investments 38,000 38,000 76,000 -- -- -- Investment Securities: U.S. Treasury Secutities (94,000) (38,000) (132,000) 123,000 (154,000) (31,000) Securities of U.S. Government Agencies 86,000 27,000 113,000 (74,000) (30,000) (104,000) Obligations of State and Political Subdivisions (1) 120,000 (7,000) 113,000 168,000 (18,000) 150,000 Loans (2) 450,000 505,000 955,000 733,000 (580,000) 153,000 TOTAL INCREASE (DECREASE) 640,000 575,000 1,215,000 948,000 (790,000) 158,000 Increase (Decrease) in Interest Expense Deposits: Savings & NOW Accounts 114,000 4,000 118,000 85,000 (100,000) (15,000) Money Market Accounts (125,000) (68,000) (193,000) 363,000 (400,000) (37,000) Time Deposits 207,000 82,000 289,000 (178,000) (244,000) (422,000) Federal Funds Purchased -- -- -- 1,000 -- 1,000 TOTAL INCREASE (DECREASE) (2) 196,000 18,000 214,000 271,000 (744,000) (473,000) Increase (Decrease) on Net Interest Income $444,000 $557,000 $1,001,000 $677,000 ($46,000) $631,000 (1) Amounts calculated on a fully taxable equivalent basis where appropriate. Volume changes are caused by differences in the level of earning assets and interest-bearing deposits. Rate changes result from differences in yields earned on assets and rates paid on liabilities. Changes not solely attributable to volumes or rates have been allocated equally between rate and volume.
INTEREST RATE SENSITIVITY (in thousands except share and per share data) Proper management of the rate sensitivity and maturities of assets and liabilities stable net interest margin. Interest rate sensitivity spread management are required to provide an optimum and is an important tool for achieving this objective and for developing strategies and means to improve profitability. The schedules shown below reflect the interest rate sensitivity position of the Corporation as of December 31, 1994 and 1993 respectively. Management believes that the sensitivity ratios reflected in these schedules fall within acceptable ranges, and represent no undueinterest rate risk to the future earnings prospects of the Corporation.
Interest Rate Sensitivity 3 3-6 12 1-5 Over 5 Repricing within: months months months years years Totals December 31, 1994 ASSETS: Federal funds sold $3,300 -- -- -- -- $3,300 Other short term invesements 3,018 -- -- -- -- 3,018 Investment securities 2,660 3,338 4,669 18,087 -- 28,754 Construction & real estate loa 21,093 5,570 4,240 406 745 32,054 Commercial loans 26,271 1,177 242 838 10 28,538 Consumer loans 25,870 123 261 846 217 27,317 Interest-bearing assets 82,212 10,208 9,412 20,177 972 122,981 Savings and Now accounts 24,681 -- -- -- -- 24,681 Money market accounts 37,062 -- -- -- -- 37,062 Time deposits <$100,000 4,864 5,560 4,129 2,309 -- 16,862 Time deposits >$100,000 6,074 3,009 4,079 865 -- 14,027 Interest-bearing liabilities 72,681 8,569 8,208 3,174 -- 92,632 Rate sensitive gap $9,531 $1,639 $1,204 $17,003 $972 $30,349 Cumulative rate sensitiveity g $9,531 $11,170 $12,374 $29,377 $30,349 $60,698 Cumulative position to average earning assets 7.75% 9.08% 10.06% 23.89% 24.68%
Interest Rate Sensitivity (Con 3 3-6 12 1-5 Over 5 Repricing within: months months months years years Totals December 31, 1993 ASSETS: Federal funds sold $3,965 -- -- -- -- $3,965 Investment securities 835 3,541 6,719 11,779 100 22,974 Construction & real estate loa 23,986 4,675 4,456 260 529 33,906 Commercial loans 21,326 129 223 43 1,089 22,810 Consumer loans 23,578 213 322 1,255 250 25,618 Interest-bearing assets 73,690 8,558 11,720 13,337 1,968 109,273 Savings and Now accounts 17,692 -- -- -- -- 17,692 Money market accounts 45,050 -- -- -- -- 45,050 Time deposits <$100,000 5,039 2,906 2,190 774 -- 10,909 Time deposits >$100,000 4,875 1,737 547 -- -- 7,159 Interest-bearing liabilities 72,656 4,643 2,737 774 -- 80,810 Rate sensitive gap $1,034 $3,915 $8,983 $12,563 $1,968 $28,463 Cumulative rate sensitiveity g $1,034 $4,949 $13,932 $26,495 $28,463 $56,926 Cumulative position to average earning assets 0.95% 4.53% 12.75% 24.25% 26.05%
INVESTMENT SECURITIES Information regarding the book value of investment securities as of December 31, 1994 and 1993 is set forth in Note 2 on Page 11 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. The following table is a summary of the relative maturities and yields on BWC Financial Corp.'s investment securities as of December 31, 1994. Yields have been computed by dividing annual interest income, adjusted for amortization of premium and accretion of discount, by book values of the related securities.
Maturing After One but Within Within one Year Five Years Total Amount Yield Amount Yield Amount Yield U.S. Treasury Securities $2,969,000 3.99% $10,383,000 5.94% $13,352,000 5.10% Obligations of U.S. Government Agencies 1,389,000 5.62 $2,678,000 6.43 $4,067,000 6.15 Obligations of State and Political Subdivisions: Tax-exempt* 3,655,000 3.98 4,855,000 4.63 $8,510,000 4.35 Taxable 2,655,000 5.77 170,000 4.87 $2,825,000 5.72 TOTAL $10,668,000 4.64% $18,086,000 5.65% $28,754,000 5.09% * Interest is exempt from Federal Income Taxes.
LOAN PORTFOLIO Information regarding the loan portfolio of the Corporation as of December 31, 1994 and 1993 is set forth in Note 3 on page 12 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. Maturity Distribution and Interest Rate Sensitivity of Loans The following table shows the maturity distribution and interest rate sensitivity of loans of the Corporation on December 31, 1994.
LOANS WITH A MATURITY OF One Year One to After Five or Less Five Years Years Total Real Estate Construction $17,904,000 -- -- $17,904,000 Commercial 11,710,000 $8,822,000 $8,006,000 28,538,000 Installment 2,933,000 1,582,000 22,802,000 27,317,000 Real Estate Mortgages 233,000 9,259,000 4,658,000 14,150,000 TOTAL $32,780,000 $19,663,000 $35,466,000 $87,909,000 Loans with Fixed Interest Rates $2,186,000 $1,984,000 $972,000 $5,142,000 Loans with Floating Interest Rates 30,594,000 17,679,000 34,494,000 82,767,000 TOTAL $32,780,000 $19,663,000 $35,466,000 $87,909,000
ALLOWANCE FOR CREDIT LOSSES Information regarding the analysis of the allowance for credit losses of the Corporation for the years ended December 31, 1994, 1993, and 1992 is set forth in Note 4 on page 13 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. Allocation of Allowance for Credit Losses is based upon estimates of potential credit losses and is maintained at a level considered adequate to provide for losses that can be reasonable anticipated. The allowance is increased by provisions charged to expense and reduced by net charge-offs. Management continually evaluates the economic climate and other conditions to determine the adequacy of the allowance. Ultimate losses may vary from current estimates.
1994 1993 Allocation Loans As A Allocation Loans As A of Allowance Percent Of of Allowance Percent Of Type of Loan Balance Total Loans Balance Total Loans Real Estate Construction $237,000 20.37% $396,000 27.28% Commercial 329,000 32.46 518,000 27.70 Installment 235,000 31.07 163,000 31.12 Real Estate Mortgages 35,000 16.10 106,000 13.90 Unallocated 662,000 -- 235,000 -- TOTAL $1,498,000 100.00% $1,418,000 100.00% BWC Financial Corp. believes that any breakdown or allocation of the allowance into loan categories lends an appearance of exactness which does not exist, in that the allowance is utilized as a single unallocated reserve available for all loans and commitments to extend credit. The allowance breakdown shown above should not be interpreted as an indication of the specific amount or specific loan categories in which future charge-offs may ultimately occur.
DEPOSITS The following table shows daily average balances for the various classifications of deposits for the periods indicated.
For the Year Ended December 31 1994 1993 Average Average Balance Rates Balance Rates Noninterest-Bearing Demand $24,656,000 -- $20,696,000 -- Savings and NOW Accounts 19,984,000 1.98% 14,906,000 1.86% Money Market Accounts 43,917,000 2.76 48,327,000 2.91 Time Deposits 23,718,000 3.95 18,267,000 3.54 Total Deposits $112,275,000 2.27% $102,196,000 2.28%
Time Certificates in Amounts of $100,000 or More
December 31, Time Remaining to Maturity 1994 Less than three months $6,074,000 Three to six months 3,009,000 Six to twelve months 4,079,000 More than twelve months 865,000 TOTAL $14,027,000
FINANCIAL RATIOS The following table shows key financial ratios for the Corporation for the years indicated.
Year Ended December 31, 1994 1993 Return on average assets 0.94% 0.75% Return on average shareholders' equ 9.54% 7.39% Cash dividend payout ratio 0.00% 0.00% Average shareholders' equity as % of: Average total assets 9.90% 10.09% Average total deposits 10.96% 11.21%
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required to be furnished in this item is set forth in the Consolidated Financial Statements on pages 6 through 19 of the Corporation's 1994 Annual Report to Shareholders and is incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None PART III Pursuant to General Instruction G(3), the information in Items 9, 10, 11 and 12 of Part III is furnished by way of incorporation by reference to those sections of the Registrant's Proxy Statement for the 1995 Annual Meeting of Shareholders which contain the information required by Items 401, 402, 403, 404 and 405 of Regulation S-K. The Registrant intends to file a definitive copy of such Proxy Statement, pursuant to Regulation 14A, by March 20, 1995. PART IV ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K. (A) Documents Filed as Part of this Report 1. Financial Statements The consolidated financial statements of BWC Financial Corp. and subsidiary listed below and appearing at the indicated page number in BWC's 1994 Annual Report to Shareholders are incorporated by reference into this report. BWC FINANCIAL CORP. AND SUBSIDIARIES Page Number* Independent Public Accountants' Report 19 Independent Public Accountants' Report for the years ended December 31, 1994 and 1993 is filed herewith 19 Consolidated Balance Sheets as of December 31, 1994 and 1993 6 Consolidated Statements of Income for the years ended December 31, 1994, 1993 and 1992 7 Consolidated Statements of Shareholders' Equity for the years ended December 31, 1994, 1993 and 1992 8 Consolidated Statements of Cash Flows for the years ended December 31, 1994, 1993 and 1992 9 Notes to Consolidated Financial Statements 10 - 19 2. Financial Statement Schedules All financial statement schedules have been omitted, as they are inapplicable or the required information is included in the consolidated financial statements or notes thereto. (B) Reports on Form 8-K No reports on form 8-K were filed by BWC Financial Corp. during the fourth quarter of 1994. (C) Exhibits Filed: See Index to Exhibits at page 17 of this Form 10-K. *Refers to page number in the 1994 Annual Report to Shareholders. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BWC FINANCIAL CORP. By Leland E. Wines Executive Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signature Title Date Chairman of the Board James L. Ryan and Director 3/15/95 Executive Vice President and Leland E. Wines Chief Financial Officer 3/15/95 Director Tom Mantor 3/15/95 Director Richard G. Hill 3/15/95 Director Reynold C. Johnson III 3/15/95 Director Craig Lazzareschi 3/15/95 Director John F. Nohr 3/15/95 Director John L. Winther 3/15/95 INDEX TO EXHIBITS EXHIBIT EXHIBIT NUMBER Articles of Incorporation and Amendments Refer to 10K filing of March, 1994. By-Laws Refer to 10K filing of March, 1994. 1994 Annual Report to Shareholders 13.1 Consents of Auditors: Arthur Andersen LLP Consent dated March 15, 1995 24.1 Report of Independent Public Accountants: Arthur Andersen LLP Report dated March 15, 1995 25.1 EX-13 2 1994 ANNUAL REPORT BWC FINANCIAL CORP CONSOLIDATED BALANCE SHEETS
December 31 ASSETS 1994 1993 Cash and Due From Banks $8,552,000 $5,161,000 Federal Funds Sold 3,300,000 3,965,000 Other Short Term Investments 3,018,000 -- Total Cash and Cash Equivalents 14,870,000 9,126,000 Investment Securities: Available for Sale 17,419,000 -- Held to Maturity (approximate market value of $10,982,000 in 1994 and $23,142,000 in 1993) 11,335,000 22,974,000 Loans, Net of Allowance for Credit Losses of $1,498,000 in 1994 and $1,418,000 in 1993. 86,411,000 80,916,000 Bank Premises and Equipment, Net 993,000 935,000 Interest Receivable and Other Assets 2,116,000 1,466,000 Total Assets $133,144,000 $115,417,000 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Deposits: Noninterest-bearing $27,340,000 $22,355,000 Interest-bearing: Money Market Accounts 37,062,000 45,051,000 Savings and NOW Accounts 24,681,000 17,692,000 Time Deposits: Under $100,000 16,862,000 10,909,000 $100,000 or more 14,027,000 7,159,000 Total Interest-bearing 92,632,000 80,811,000 Total Deposits 119,972,000 103,166,000 Interest Payable and Other Liabilities 529,000 437,000 Total Liabilities 120,501,000 103,603,000 COMMITMENTS AND CONTINGENT LIABILITIES (Note 9) SHAREHOLDERS' EQUITY Preferred Stock, no par value: 5,000,000 shares authorized, none outstanding. -- -- Common Stock, no par value: 25,000,000 shares authorized; issued and outstanding - 830,737 shares in 1994 and 831,634 in 1993. 9,026,000 9,061,000 Retained Earnings 3,927,000 2,753,000 Capital adjustment on available for sale securities (310,000) -- Total Shareholders' Equity 12,643,000 11,814,000 Total Liabilities and Shareholders' Equity $133,144,000 $115,417,000 The accompanying notes are an integral part of these consolidated statements.
BWC FINANCIAL CORP CONSOLIDATED STATEMENTS OF INCOME
For the Year Ended December 31, 1994 1993 1992 INTEREST INCOME Loans, Including Fees $8,293,000 $7,338,000 $7,118,000 Investment Securities: Taxable 744,000 684,000 841,000 Non-taxable 375,000 341,000 168,000 Federal Funds Sold 185,000 95,000 105,000 Other Short Term Investments 76,000 -- -- Total Interest Income 9,673,000 8,458,000 8,232,000 INTEREST EXPENSE Deposits 2,545,000 2,331,000 2,791,000 Federal Funds Purchased 2,000 2,000 1,000 Total Interest Expense 2,547,000 2,333,000 2,792,000 NET INTEREST INCOME 7,126,000 6,125,000 5,440,000 PROVISION FOR CREDIT LOSSES 255,000 120,000 -- NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES 6,871,000 6,005,000 5,440,000 NONINTEREST INCOME Service Charges on Deposit Accounts 391,000 378,000 399,000 Investment Securities Gains, Net 5,000 19,000 169,000 Other 255,000 219,000 260,000 Total Noninterest Income 651,000 616,000 828,000 NONINTEREST EXPENSE Salaries and Related Benefits 2,903,000 2,602,000 2,319,000 Occupancy 683,000 589,000 584,000 Furniture and Equipment 452,000 381,000 368,000 Other 1,829,000 1,825,000 1,671,000 Total Noninterest Expense 5,867,000 5,397,000 4,942,000 INCOME BEFORE INCOME TAXES 1,655,000 1,224,000 1,326,000 PROVISION FOR INCOME TAXES 481,000 377,000 516,000 NET INCOME $1,174,000 $847,000 $810,000 NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE $1.33 $1.00 $0.96 Average common and common equivalent shares 884,898 846,692 840,301 The accompanying notes are an integral part of these consolidated statements.
BWC FINANCIAL CORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY For the years ended December 31, 1994, 1993 and 1992
Capital Number Common Retained Adjustment of Shares Stock Earnings on Securitie Total Balance, January 1, 1992 752,865 $8,405,000 $1,764,000 -- $10,169,000 Net Income for 1992 -- -- 810,000 -- 810,000 Common Stock Purchased by the Defined Contribution Plan at $11.31 per share 4,960 56,000 -- -- 56,000 Balance, December 31, 1992 757,825 8,461,000 2,574,000 -- 11,035,000 Net Income for 1993 -- -- 847,000 -- 847,000 10% Stock Dividend, Including Payment of fractional shares 75,931 $666,000 (668,000) -- (2,000) Common Stock Purchased by the Defined Contribution Plan at $8.00 to $9.00 per share 6,036 52,000 -- -- 52,000 Stock Options Exercised at $5.08 to $5.64 per share 9,742 52,000 -- -- 52,000 Repurchase of shares by the Corporation at $9.25 to $9.60 per share (17,900) (170,000) -- -- (170,000) Balance, December 31, 1993 831,634 9,061,000 2,753,000 -- 11,814,000 Net Income for 1994 -- -- 1,174,000 -- 1,174,000 Common Stock Purchased by the Defined Contribution Plan at $8.77 per share 10,103 88,000 -- -- 88,000 Repurchase of shares by the Corporation at $10.38 to $12.25 per share (11,000) (123,000) -- -- (123,000) Capital adjustment on available for sale securities -- -- (310,000) (310,000) Balance, December 31, 1994 830,737 $9,026,000 $3,927,000 ($310,000) $12,643,000 The accompanying notes are an integral part of these consolidated statements.
BWC FINANCIAL CORP CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31, 1994 1993 1992 OPERATING ACTIVITIES: Net Income $1,174,000 $847,000 $810,000 Adjustments to reconcile net income to net cash provided (used): Amortization of loan fees (830,000) (1,049,000) (835,000) Provision for credit losses 255,000 120,000 -- Depreciation and amortization 302,000 283,000 258,000 Gain on sale of securities available for sale (5,000) (19,000) (169,000) Deferred income taxes (125,000) (27,000) (90,000) Decrease (increase) in accrued interest receivable and other assets (650,000) (177,000) 272,000 Increase (decrease) in accrued interest payable and other liabilities 364,000 (110,000) (386,000) Net Cash Provided (Used) by Operating Activities 485,000 (132,000) (140,000) INVESTING ACTIVITIES: Proceeds from the maturities of investment securities 9,794,000 7,516,000 5,955,000 Proceeds from the sales of available-for-sale investment securities 4,995,000 4,032,000 7,063,000 Purchase of investment securities (21,021,000) (12,226,000) (14,420,000) Loans originated, net of collections (4,920,000) (8,254,000) (5,163,000) Purchase of bank premises and equipment (360,000) (330,000) (129,000) Net (increase)/decrease in investment in real estate developments -- 1,297,000 (92,000) Net Cash Provided(Used) by Investing Activities (11,512,000) (7,965,000) (6,786,000) FINANCING ACTIVITIES: Net increase in deposits 16,806,000 6,265,000 9,833,000 Proceeds from issuance of common stock 88,000 104,000 56,000 Cash paid for the repurchase of common stock (123,000) (170,000) -- Cash paid in lieu of fractional shares -- (2,000) -- Net Cash Provided(Used) by Financing Activities 16,771,000 6,197,000 9,889,000 CASH AND CASH EQUIVALENTS: Increase (decrease) in cash and cash equivalents 5,744,000 (1,900,000) 2,963,000 Cash and cash equivalents at beginning of year 9,126,000 11,026,000 8,063,000 Cash and Cash Equivalents at end of year $14,870,000 $9,126,000 $11,026,000 ADDITIONAL CASH FLOW INFORMATION: Interest Paid $2,345,000 $2,494,000 $3,052,000 Income Taxes Paid $630,000 $263,000 $553,000 The accompanying notes are an integral part of these consolidated statements.
BWC FINANCIAL CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies of BWC Financial Corp. (the "Corporation") and its subsidiaries, Bank of Walnut Creek (the "Bank"), and BWC Real Estate (see Note 6), conform with generally accepted accounting principles and general practice within the banking industry. The following is a summary of the more significant accounting policies. BASIS OF PRESENTATION The consolidated financial statements of the Corporation include the accounts of the Corporation, the Bank and BWC Real Estate. All significant intercompany balances and transactions have been eliminated in consolidation. CASH AND DUE FROM BANKS includes balances with the Federal Reserve. The Bank is required by federal regulations to maintain certain minimum average balances with the Federal Reserve, based primarily on the Bank's average daily deposit balances. At December 31, 1994, the Bank had balances with the Federal Reserve of $491,000 as compared to $271,000 at December 31, 1993. INVESTMENT SECURITIES As of January 1, 1994, the Corporation adopted Statement of Financial Accounting Standards No. 115 (FASB 115), "Accounting for Certain Investments in Debt and Equity Securities". This statement requires that investments in debt and equity securities be classified as "held-to-maturity," "trading" or "available-for-sale." It requires that investments classified as held-to-maturity be reported at amortized cost, that investments classified as trading be reported at fair value with unrealized gains and losses included in earnings and that investments classified as available-for-sale be reported at fair value with unrealized gains and losses, net of related tax, if any, reported as a separate component of shareholders' equity. Amortization and accretion are included in interest income while gains and losses on disposition are included in noninterest income and are determined using the specific identification method. The Corporation's policy of carrying investment securities as held-to-maturity is based upon its ability to hold such securities to maturity and management's current intent to hold such securities for the foreseeable future. As of January 1, 1994, securities with an amortized cost of $10,364,000 and a market value of $10,487,000 were classified as held-to-maturity. Securities with an amortized cost of $12,609,000 and a market value of $12,654,000 were classified as available-for-sale. The effect of adopting FASB 115 was to recognize an unrealized gain of $31,000 as an increase (net of tax) in shareholders' equity. As of December 31, 1994, the Corporation's assets reflect a decrease of $457,000 and its equity capital reflected an unrealized loss (net of tax) of $310,000. LOANS are stated at the principal amount outstanding. Interest income is recognized using methods which approximate a level yield on principal amounts outstanding. The accrual of interest on loans is discontinued when the payment of principal or interest is considered to be in doubt, or when a loan becomes contractually past-due by 90 days or more with respect to principal or interest, except for loans that are well secured and in the process of collection. When a loan is placed on nonaccrual status, any accrued but uncollected interest is reversed from current income. Loan origination fees are deferred and amortized as yield adjustments over the contractual lives of the underlying loans. ALLOWANCE FOR CREDIT LOSSES is based upon estimates of potential credit losses and is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. The allowance is increased by provisions charged to expense and reduced by net charge-offs. Management continually evaluates the economic climate and other conditions to determine the adequacy of the allowance. The allowance is based on estimates, and ultimate losses may vary from current estimates. As adjustments become necessary, they are reported in the periods in which they become known. PREMISES AND EQUIPMENT consists of leasehold improvements, furniture and equipment and are stated at cost, less accumulated depreciation and amortization. Depreciation is computed on a straight-line basis over the estimated useful lives of furniture and equipment, primarily from five to fifteen years. Leasehold improvements are amortized over the terms of the leases or their estimated useful lives, whichever is shorter. INCOME TAXES The Corporation files consolidated income tax returns which include both the parent company and its subsidiaries. The parent company reimburses the Bank for allocations of tax liabilities or benefits as determined by the parent company. Deferred income taxes are recorded for all significant income and expense items recognized in different periods for financial reporting and income tax purposes. NET INCOME PER COMMON AND COMMON EQUIVALENT SHARE is calculated by dividing net income by the weighted average shares outstanding during the period including the dilutive effect of stock options. Weighted average shares and per share amounts reflect the 10% stock dividend paid on April 15, 1993. LETTERS OF CREDIT AND COMMITMENTS TO EXTEND CREDIT are extended based upon evaluations of customer credit worthiness. The amount of collateral obtained is based upon these evaluations. Collateral held varies but may include accounts receivable, inventory, property, plant, and equipment, and income- producing commercial properties. Standby letters of credit and commitments to extend credit generally have fixed expiration dates or other termination clauses. Because many of the standby letters of credit and commitments to extend credit are expected to expire without being drawn upon, total guarantee and commitment amounts do not necessarily represent future cash requirements. SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK The Bank accepts deposits and grants credit primarily within its local service area, the counties of Contra Costa and Alameda, California. The Bank has a diversified loan portfolio which is not dependent on any industry or group of customers. STATEMENT OF CASH FLOWS For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. PENDING FINANCIAL ACCOUNTING PRONOUNCEMENTS. Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 114 as amended by No. 118, Accounting by Creditors for Impairment of a Loan. The Corporation plans on adopting this statement effective January 1, 1995. The Corporation does not expect that the adopting of the accounting prescribed by this statement will have a material impact on its financial position or results of operations. NOTE 2: INVESTMENT SECURITIES An analysis of the investment security portfolio at December 31 follows:
1994 Gross Amortized Unrealized Market Cost Losses value Available-for-sale U.S. Treasury Securities $13,636,000 ($284,000) $13,352,000 Secutities of U.S. Government Agencies 4,239,000 (172,000) 4,067,000 Total 17,875,000 (456,000) 17,419,000 Held-to-maturity Obligations of State and Political Subdivisions 11,335,000 (353,000) $10,982,000 Total Investment Securities $29,210,000 ($809,000) $28,401,000
1993 Gross Amortized Unrealized Market Cost Gains value Held-to-maturity U.S. Treasury Securities $12,610,000 $45,000 $12,655,000 Obligations of State and Political Subdivisions 10,364,000 123,000 10,487,000 Total $22,974,000 $168,000 $23,142,000 In 1994 and 1993, the Bank received proceeds from sale of investment securities of $4,995,000 and $4,103,000, respectively, and gains included in other noninterest income totaled $5,000 and $19,000 respectively. There were no sales of held-to-maturity securities in 1994.
The maturities of the investment security portfolio at December 31, 1994 follows:
Held-to-maturity Amortized Market Cost Value Within one year $6,310,000 $6,062,000 After one but within five years 5,025,000 4,920,000 Total $11,335,000 $10,982,000
Available-for-sale Amortized Market Cost Value Within one year $4,488,000 $4,356,000 After one but within five years 13,387,000 13,063,000 Total $17,875,000 $17,419,000 At December 31, 1994 and 1993, securities with an approximate book value of $6,985,000 and $7,462,000 respectively, were pledged to secure public deposits.
NOTE 3: LOANS The majority of the Bank's loans are to customers in Contra Costa County and surrounding areas. Depending upon the type of loan, the Bank generally obtains a secured interest in the general assets of the borrower and/or in any assets being financed. Outstanding loans by type were:
December 31 1994 1993 Real Estate Construction $17,904,000 $22,461,000 Real Estate Mortgages 14,150,000 11,445,000 Commercial 28,538,000 22,810,000 Installment 27,317,000 25,618,000 TOTAL 87,909,000 82,334,000 Less: Allowance for Credit Losses (1,498,000) (1,418,000) NET LOANS $86,411,000 $80,916,000 The following table provides further information on past due and nonaccrual loans.
December 31 1994 1993 Loans Past Due 90 Days or More, still accruing interest $14,000 -- Nonaccrual Loans 533,000 $755,000 TOTAL $547,000 $755,000 As of December 31, 1994 and 1993, no loans were outstanding that had been restructured. No interest earned on nonaccrual loans that was recorded in income during 1994 remains uncollected. Interest foregone on nonaccrual loans was approximately $73,000 in 1994, $52,000 in 1993, and $26,000 in 1992.
NOTE 4: ALLOWANCES FOR CREDIT LOSSES
For the Year Ended December 31 1994 1993 1992 Total loans outstanding at end of period, before deducting allowance for credit losses $87,909,000 $82,334,000 $73,235,000 Average total loans outstanding during period $85,893,000 $79,270,000 $71,905,000 Analysis of the allowance for credit losses: Beginning Balance $1,418,000 $1,502,000 $1,602,000 Charge-offs: Real Estate Construction -- -- 90,000 Real Estate Mortgages 140,000 -- -- Commercial 6,000 109,000 30,000 Installment 84,000 162,000 108,000 TOTAL CHARGE-OFFS 230,000 271,000 228,000 Recoveries: Real Estate Construction -- -- 65,000 Commercial 17,000 59,000 46,000 Installment 38,000 8,000 17,000 TOTAL RECOVERIES 55,000 67,000 128,000 NET CHARGE-OFFS 175,000 204,000 100,000 Provisions charged to operating expense 255,000 120,000 -- Ending Balance $1,498,000 $1,418,000 $1,502,000 Ratio of net charge-offs to average total loans 0.20% 0.26% 0.14% Ratio of allowance for credit losses to total loans at end of period 1.70% 1.72% 2.05%
NOTE 5: PREMISES AND EQUIPMENT A summary of premises and equipment follows:
December 31 1994 1993 Leasehold Improvements $562,000 $567,000 Furniture and Equipment 2,184,000 2,208,000 2,746,000 2,775,000 Accumulated Depreciation and Amortization (1,753,000) (1,840,000) Premises and Equipment, Net $993,000 $935,000 The amount of depreciation and amortization included in occupancy and furniture and equipment expense was $302,000 in 1994, $283,000 in 1993, and $258,000 in 1992.
NOTE 6: INVESTMENT IN BWC REAL ESTATE In September 1994, the Corporation created a subsidiary called BWC Real Estate, which was formed to enter into a joint venture arrangement with a real estate brokerage firm, creating a company called BWC Mortgage Services. BWC Real Estate owns 51% of this joint venture. The business purpose of BWC Mortgage Services is the origination and placement of long term financing for real estate mortgages. NOTE 7: INCOME TAXES The provisions for income taxes in 1994, 1993, and 1992 consist of the following:
1994 1993 1992 CURRENT Federal $392,000 $264,000 $439,000 State 214,000 140,000 167,000 TOTAL CURRENT 606,000 404,000 606,000 DEFERRED Federal (93,000) (15,000) (75,000) State (32,000) (12,000) (15,000) TOTAL DEFERRED (125,000) (27,000) (90,000) TOTAL $481,000 $377,000 $516,000 The tax effects of timing differences are as follows: 1994 1993 1992 Depreciation and amortization ($14,000) $13,000 $27,000 Loss provision for credit losses (46,000) 26,000 - Equipment lease financing income (45,000) (57,000) (67,000) State franchise taxes (19,000) 8,000 (17,000) Other, net (1,000) (17,000) (33,000) TOTAL ($125,000) ($27,000) ($90,000) The components of the net deferred tax assets of the Bank as of December 31, 1994 and 1993 were as follows:
Deferred Tax Assets: 1994 1993 Allowance for credit losses $559,000 550,000 Employee benefits and other 100,000 71,000 FASB 115 deferred tax asset 146,000 -- State taxes 66,000 51,000 Total deferred tax assets 871,000 672,000 Deferred Tax Liabilities: Depreciation and other (76,000) (86,000) Accretion and other (224,000) (286,000) Total deferred tax liabilities (300,000) (372,000) Net deferred tax asset $571,000 $300,000
NOTE 7: INCOME TAXES (Continued) The provisions for income taxes differ from the amounts computed by applying the statutory Federal income tax rate to income before taxes. The reasons for these differences are as follows:
1994 1993 1992 Provision based on the statutory Federal rate of 34% $563,000 $416,000 $451,000 Increases (reduction) in income taxes resulting from: State franchise taxes, net of Federal income tax benefit 125,000 91,000 98,000 Non-taxable interest income (135,000) (115,000) (57,000) Other (72,000) (15,000) 24,000 TOTAL $481,000 $377,000 $516,000
NOTE 8: STOCK OPTION PLAN The Corporation's stock option plan provides for the granting of options to key employees for the purchase of the Corporation's shares at a price not less than the fair market value on the date of grant. Options expire ten years from the grant date, and vest over a five year period. A summary of option activity follows:
Number of Shares Option Price Per Share (Low) (High) Outstanding at January 1, 1992 41,812 $5.08 $16.53 Granted 152,350 $9.00 $10.00 Outstanding at December 31, 1992 194,162 $5.08 $16.53 Exercised 9,742 $5.08 $5.64 Outstanding at December 31, 1993 184,420 $5.64 $16.53 Outstanding at December 31, 1994 184,420 $5.64 $16.53 At December 31, 1994, options for 116,716 shares were exercisable, and 81,400 shares were available for additional option grants under the Corporation's 1990 Stock Option Plan (provides for the grant of both incentive and non- qualified stock options). The share and per-share amounts as of each December 31 above have been adjusted for stock dividends.
NOTE 9: COMMITMENTS AND CONTINGENCIES As of December 31, 1994, the approximate future minimum net rental payments under non-cancellable operating leases for premises were as follows:
Year Amount 1995 $591,000 1996 202,000 1997 202,000 1998 202,000 1999 202,000 Thereafter 1,456,000 Total $2,855,000 Rental expense for premises under operating leases included in occupancy expense was $419,000, $366,000, and $358,000, in 1994, 1993, and 1992, respectively. Minimum rentals may be adjusted for increases in the lessors' operating costs and/or increases in the Consumer Price Index. At December 31, 1994, the Bank had outstanding approximately $51,489,000 in undisbursed loan commitments and $367,000 in standby letters of credit, which are not reflected in the accompanying consolidated balance sheets. Management does not anticipate any material losses to result from these transactions.
NOTE 10: DEFINED CONTRIBUTION PLAN Substantially all eligible, salaried employees of the Corporation are covered by a defined contribution plan. Employees may, up to prescribed limits, contribute to the plan. Portions of such contributions are matched by the Corporation. The Corporation also may elect to make a discretionary contribution to the plan based on the Corporation's earnings. The expense for this plan, for both matching and discretionary contributions, was $84,000, $63,000, and $34,000 in 1994, 1993, and 1992. Amounts vary from year to year based on such factors as employees entering and leaving the plan, profits earned by the Corporation, and variances of estimates from the final results. NOTE 11: OTHER NONINTEREST INCOME AND EXPENSE Other noninterest income is comprised of the following:
1994 1993 1992 Merchant Credit Card Servicing Fees $39,000 $28,000 $46,000 Documentation Fees 20,000 38,000 35,000 Equity Credit Annual Fees 36,000 26,000 11,000 Other 160,000 127,000 168,000 TOTAL $255,000 $219,000 $260,000 Other noninterest expense is comprised of the following:
1994 1993 1992 Data Processing $208,000 $233,000 $325,000 Regulatory Fees 255,000 231,000 212,000 Professional Fees 247,000 265,000 208,000 Memberships/Conferences/ Education/Business Development 175,000 142,000 124,000 Telephone and Postage 168,000 157,000 136,000 Advertising and Promotion 160,000 73,000 76,000 Other 616,000 724,000 590,000 TOTAL $1,829,000 $1,825,000 $1,671,000
NOTE 12: RESTRICTIONS ON SUBSIDIARY TRANSACTIONS The Bank is subject to legal limitations on the amount of dividends that can be paid to the Corporation without prior approval from regulatory authorities. The limitations for a given year equal the lesser of the Bank's net profits (as defined in the regulations) for the current year, combined with the retained net profits for the preceding two years or the Bank's retained earnings. Under these restrictions, $2,861,000 of the Bank's retained earnings were available for dividends at December 31, 1994. The Bank is subject to certain restrictions under the Federal Reserve Act, including restrictions on the extension of credit to affiliates. In particular, the Corporation is prohibited from borrowing from the Bank, unless the loans are secured by specified types of collateral. Such secured loans and other advances from the Bank are limited to 10% of the Bank's shareholder's equity. Under these provisions, secured loans and advances to the Corporation were limited to $1,185,000 as of December 31, 1994. There were no such extensions of credit by the Bank in 1994 or 1993. NOTE 13: PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION A summary of the financial statements of BWC Financial Corp. (parent company only) follows: December 31
1994 1993 SUMMARY BALANCE SHEETS ASSETS Cash on Deposit with the Bank $766,000 $840,000 Investment in the Bank 11,851,000 10,974,000 Investment in BWC Real Estate 26,000 -- TOTAL ASSETS $12,643,000 $11,814,000 SHAREHOLDERS' EQUITY Common Stock $9,026,000 $9,061,000 Retained Earnings 3,617,000 2,753,000 TOTAL SHAREHOLDERS' EQUITY $12,643,000 $11,814,000
FOR THE YEAR ENDED DECEMBER 31, 1994 1993 1992 SUMMARY STATEMENTS OF INCOME Expenses - General and Administrative $14,000 $16,000 $12,000 Loss before income taxes and equity in undistributed net income of the Bank (14,000) (16,000) (12,000) Income tax benefit 6,000 5,000 5,000 Equity in undistributed net loss of BWC Real Estate (5,000) -- -- Equity in undistributed net income of the Bank 1,187,000 858,000 817,000 NET INCOME $1,174,000 $847,000 $810,000
NOTE 13 (Continued) SUMMARY STATEMENTS OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, OPERATING ACTIVITIES: 1994 1993 1992 Net Income $1,174,000 $847,000 $810,000 Adjustments to reconcile net income to net cash used by operating activities: Equity in undistributed net income of the Bank (1,187,000) (858,000) (817,000) NET CASH USED BY OPERATING ACTIVITIES (13,000) (11,000) (7,000) FINANCING ACTIVITIES: Proceeds from issuance of common stock 88,000 104,000 56,000 Cash paid in lieu of fractional shares -- (1,000) -- Shares repurchased by the Corporation (123,000) (170,000) -- Investment in BWC Real Estate (26,000) NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES (61,000) (67,000) 56,000 Increase (Decrease) in Cash (74,000) (78,000) 49,000 CASH ON DEPOSIT WITH THE BANK: Beginning of year 840,000 918,000 869,000 End of year $766,000 $840,000 $918,000
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Shareholders and Board of Directors of BWC Financial Corp.: We have audited the accompanying consolidated balance sheets of BWC Financial Corp. (a California banking corporation) and Subsidiaries as of December 31, 1994 and 1993, and the related consolidated statements of income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 1994. These consolidated financial statements are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of BWC Financial Corp. and Subsidiaries as of December 31, 1994 and 1993, and the results of their operations and their cash flows each of the three years in the period ended December 31, 1994 in conformity with generally accepted accounting principles. As explained in Note 1 to the financial statements, effective January 1, 1994, the Corporation changed its method of accounting for investment securities. San Francisco, California, March 15, 1995 MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS The following is a summary of selected consolidated financial data for the five years ended December 31, 1994. The summary is followed by management's discussion and analysis of the significant changes in income and expense presented therein. This information should be read in conjunction with the consolidated financial statements and notes related thereto appearing elsewhere in this annual report.
1994 1993 1992 1991 1990 SUMMARY OF EARNINGS Interest Income $9,673,000 $8,458,000 $8,232,000 $9,934,000 $13,273,000 Interest Expense 2,547,000 2,333,000 2,792,000 4,541,000 6,297,000 Net Interest Income 7,126,000 6,125,000 5,440,000 5,393,000 6,976,000 Provision for Possible Credit Losses 255,000 120,000 -- 135,000 605,000 Net Interest Income after Provision for Possible Credit Losses 6,871,000 6,005,000 5,440,000 5,258,000 6,371,000 Noninterest Income 651,000 616,000 828,000 506,000 427,000 Noninterest Expense 5,867,000 5,397,000 4,942,000 4,963,000 4,966,000 Income Before Income Taxes 1,655,000 1,224,000 1,326,000 801,000 1,832,000 Provision for Income Taxes 481,000 377,000 516,000 317,000 714,000 NET INCOME 1,174,000 847,000 810,000 484,000 1,118,000 PER SHARE: Net Income (1) $1.33 $1.00 $0.96 $0.58 $1.35 Average Common and Common Equivalent Shares (1) 884,898 846,692 840,301 835,122 825,622 Book Value Per Common Share (1) $14.29 $13.95 $13.13 $12.18 $11.61 SUMMARY BALANCE SHEETS AT DECEMBER 31 Cash and Due from Banks $8,552,000 $5,161,000 $6,326,000 $6,288,000 $6,169,000 Federal Funds Sold 3,300,000 3,965,000 4,700,000 1,775,000 5,200,000 Other short Term Investments 3,018,000 -- -- -- -- Interest-earning Deposits -- -- -- -- 200,000 Investment Securities 28,754,000 22,974,000 22,277,000 20,705,000 18,891,000 Loans, Net 86,411,000 80,916,000 71,733,000 65,735,000 73,545,000 Other Assets 3,109,000 2,401,000 3,474,000 3,693,000 4,117,000 TOTAL ASSETS $133,144,000 $115,417,000 $108,510,000 $98,196,000 $108,122,000 Noninterest-bearing Deposits $27,340,000 $22,355,000 $16,706,000 $15,959,000 $15,233,000 Interest-bearing Deposits 92,632,000 80,811,000 80,195,000 71,109,000 81,917,000 Other Liabilities 529,000 437,000 574,000 959,000 1,386,000 Shareholders' Equity 12,643,000 11,814,000 11,035,000 10,169,000 9,586,000 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $133,144,000 $115,417,000 $108,510,000 $98,196,000 $108,122,000 (1) All share and per-share amounts give effect to 10% stock dividends in April 1993 and March 1991.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS NET INCOME Net income was $1,174,000 in 1994 which represented a .94% return on average assets and a return on average equity of 9.54% as compared to 1993 which saw a return on average assets of .75% and a return on average equity of 7.32%. This represents an increase of $327,000 over the 1993 figure. Net interest margins increased .21% between the respective periods, in addition the Corporation's average earning assets increased by $11,481,000 during 1994 as compared to 1993. Net income for 1993 of $847,000 was up slightly from 1992, the result of an increase in net interest income during 1993. Net interest margins were relatively the same between 1993 and 1992. The increase resulted from the increase in average net earning assets of $12,082,000 in 1993 over 1992. NET INTEREST INCOME Interest income represents interest earned by the Corporation on its portfolio of loans and investment securities. Interest expense represents interest paid to the Corporation's depositors, as well as the temporary borrowing of Fed Funds on an occasional overnight basis. Net interest income is the difference between interest income on earning assets, and interest expense on deposits and other borrowed funds. The volume of loans and deposits and interest rate fluctuations resulting from various economic conditions may significantly affect net interest income. Total interest income in 1994 increased $1,215,000 over 1993. Of this increase 53% was due to the increase in average earning assets and 47% was the result of higher interest rates. Total interest expense in 1994 increased $214,000 over 1993. Of this increase 92% was due to an increase in deposits over 1993 and 8% was due to higher interest rates. Based on a combination of the above factors affecting interest income and interest expense, net interest income increased $1,001,000 during 1994 as compared to 1993. Total interest income in 1993 was up a modest $226,000 over 1992 although average earning assets in 1992 were $12,082,000 greater. This was a reflection of the low interest rates that prevailed throughout 1993. However, on the other side of the balance sheet, interest expense on deposits continued to decrease as the lower market rates worked their way through the Corporation's time deposits and other interest bearing deposits. The result was that interest expense during 1993 was $459,000 less that during 1992 on a volume of deposits averaging $14,686,000 more. NET INTEREST MARGIN Net interest margin is the ratio of net interest income divided by average earning assets. The Corporation's net interest margin for 1994 was 6.34% or .21% higher than during 1993. During 1994 there were a total of five increases in the prime rate, increasing from 6.00% in March 1994 (where it had been since July of 1992) to 8.50% in November 1994. Since the Corporation is slightly asset sensitive (assets are repriced faster than liabilities) the increases in prime worked in favor of its net interest margin. During 1993 the Corporation's net interest margin averaged 6.13%, almost unchanged from the prior year of 6.11%. During 1993 the interest rate picture remained very stable, with the national prime rate remaining unchanged at 6% the entire year. PROVISION FOR CREDIT LOSSES An allowance for credit losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated on loans, letters of credit, and commitments to extend credit. The allowance is increased by provisions charged to expense and reduced by net charge-offs. Management continually evaluates the economic climate, the performance of borrowers, and other conditions to determine the adequacy of the allowance. The ratio of the allowance for credit losses to total loans as of December 31, 1994 was 1.70%. This reflects a conservative attitude on the part of management and is considered adequate to provide for potential future losses. Additional provisions of $255,000 were made during 1994 against net charge- offs of $175,000. The ratio of the allowance for credit losses to total loans as of December 31, 1993 was 1.72%. Additional provisions of $120,000 were made during 1993 against net charge-offs of $204,000. NONINTEREST INCOME Total noninterest income in 1994 of $651,000 was $35,000 greater than earned in 1993. As a result of deposit growth, income from service charges increased $13,000 over 1993. Occasionally, investment securities are sold for liquidity purposes and one such sale took place in 1994 resulting in gains on security sales of $5,000. This was $14,000 less than during the prior year. Other noninterest income resulting from growth and expanded services increased $36,000 over the prior year. Total noninterest income in 1993 was $212,000 less than in the comparable 1992 period. Of this, over $150,000 relates to the fact that during 1992 the Corporation made $169,000 in gains on the sale of securities whereas during the 1993 period there were only $19,000 in gains on security sales. Fees and Other Income were also down primarily due to a reduction in net earnings on the processing of credit card deposit activity for merchants. Also, there were no gains on other real estate sales during 1993 as compared to a $60,000 gain achieved during 1992. NONINTEREST EXPENSE 1994 vs. 1993 Total noninterest expense in 1994 increased $470,000 over that of 1993. Officer and staff salaries reflect an increase of $301,000 over the previous year. The increase between the two periods was related to staff increases, merit increases on existing staff and bonuses paid under incentive and performance plans The Corporation opened a new office in Pleasanton. Salaries and benefits for officers and staff for Pleasanton amounted to approximately $134,000. Personnel were also added for the new SBA division of the Bank, amounting to approximately $85,000 during the 1994 calendar year. Total occupancy expense increased $94,000 between the respective periods; the new Pleasanton office accounted for $57,000 of this. The balance is related to consummer price index and operating expense increases. FF&E expense increased approximately $71,000 over the previous year, related to in-house data processing and the new Pleasanton office. Also, per regulatory reporting requirements, the inclusion of insurance expense on equipment is now included in this category, instead of the insurance expense category as was the previous practice. Other expenses are relatively the same as incurred during 1993. Reviewing specific components in this category, however, provides information on areas of change from the prior year. The most significant of these are discussed below. The Bank's activities in marketing increased significantly in 1994 over 1993 related not only to the Pleasanton opening but to a number of deposit- gathering promotions and equity line programs. Total marketing expenses were up approximately $86,000 over the previous year. Telephone expenses increased $14,000, of which approximately $10,000 is related to the Pleasanton office. Regulatory fees based on higher deposit levels increased $24,000 over 1993. It is hoped that a decrease in premium will take place by mid-year 1995, resulting in a lowering of our expenses during the forthcoming year. Business development, education, conference and staff expense increased $32,000 over 1993. Professional fees, primarily attorneys' fees, were down during 1994 as compared to 1993, resulting in a total decrease in all professional fees of approximately $32,000 from the 1993 period. Attorneys' fees were higher in 1993 in part related to a litigation expense settled in 1993 as mentioned in the paragraph below. Other expenses decreased over $75,000 from the previous year because of an out of court settlement, as more fully explained in the final paragraph of 1993 vs. 1992 below. 1993 vs. 1992 Total noninterest expense in 1993 was $455,000 over that of 1992. Salaries and benefits accounted for $283,000 of this increase, which was related to general salary and merit increases plus a staff increase of two persons, related to the inhouse data processing operations and for utility and vacation relief. The Corporation converted to an in-house system in May of 1993, installing systems, equipment and personnel related to this operation. Data processing related expenses were higher during 1993 because during the conversion process the Corporation was supporting two systems: third party data processing services and in-house data processing equipment and personnel. Of the balance of the increase of $172,000, the majority was related to the out of court settlement of a liability claim against the Corporation which together with related legal fees amounted to over $130,000. Settlement of this suit was believed to be the most expedient and least costly approach and does not imply any guilt or wrongdoing on the part of the Corporation, its officers or staff. CAPITAL ADEQUACY In 1989, the Federal Deposit Insurance Corporation (FDIC) established risk- based capital guidelines requiring banks to maintain certain ratios of "qualifying capital" to "risk-weighted assets". Under the guidelines, qualifying capital is classified into two Tiers, referred to as Tier 1 (core) and Tier 2 (supplementary) capital. Currently, the bank's Tier 1 capital consists of shareholders' equity, while Tier 2 capital consists of the eligible allowance for credit losses. The Bank has no subordinated notes or debentures included in its capital. Risk-weighted assets are calculated by applying risk percentages specified by the FDIC to categories of both balance- sheet assets and off-balance-sheet assets. The Bank's Tier 1 and Total (which included Tier 1 and Tier 2) risk-based capital ratios surpassed the regulatory minimum of 8% at December 31, for both 1994 and 1993. At yearend 1990, the FDIC also adopted a leverage ratio requirement. This ratio supplements the risk-based capital ratios and is defined as Tier 1 capital divided by the quarterly average assets during the reporting period. The requirement established a minimum leverage ratio of 3% for the highest rated banks. The Bank's leverage ratio surpassed the regulatory minimum of 3% at December 31, for both 1994 and 1993. The following table shows the risk-based capital ratios and leverage ratio as of December 31, 1994 and 1993. Risk-based capital ratios: Risk-based capital ratios: Minimum regulatory 1994 1995 requirements Tier 1 capital: 12.70% 12.40% 4.00% Total capital: 13.95% 13.66% 8.00% Leverage raito: 9.35% 9.66% 3.00% LIQUIDITY Liquidity is a key aspect of the overall financial condition of a bank. The primary source of liquidity for the Corporation is its marketable securities, bankers' acceptances, and federal funds sold. Marketable securities are investments of high grade which may be sold with minimal risk of market loss. Cash, investment securities, and other temporary investments represent 33% of total assets at December 31, 1994 as compared to 28% of total assets at December 31, 1993. The Corporation's management has an effective asset and liability management program, and carefully monitors its liquidity on a continuing basis, including undisbursed loan commitments and future payments receivable. Additionally, the Corporation has available from correspondent banks, federal fund lines of credit totaling $8,000,000. GENERAL 1994 as compared to 1993 During 1994 the nation, and finally California, showed continued growth and economic strength following the recession gripping the country the beginning of this decade. Although California is lagging the rest of the country in this recovery, 1994 statistics seemed to indicate we were indeed on the path to recovery. The strength exhibited by the nation was enough to significantly raise the concern of the Fed that inflation was just around the corner. Uncharacteristically, the Fed moved aggressively in a preemptive strike against inflation by successively moving up rates on five different occasions during 1994 resulting in the prime rate increasing from 6.00% at the beginning of the year to 8.50% by year end. Further increases may yet be in store. A reflection of the economic conditions is in the Corporation's growth of over 15% or $17,727,000, from the prior year. The Corporation also founded a new branch office in Pleasanton, Ca. on April 15, 1994. As of year end this office had over $12,000,000 in deposits and is now contributing to the profits of the Corporation. Total deposit growth was in excess of 16% which far exceeded loan demand which was slightly under 7%. The Corporation started a new financial service for its clients during 1994, which was the creation of a subsidiary called BWC Real Estate. The subsidiary entered into a joint venture arrangement with a real estate brokerage firm, creating a company called BWC Mortgage Services. This joint venture will augment the activities of the Bank by offering a long term mortgage placement service for the Bank's construction loan clients. BWC Mortgage Services also provides mortgage placement services for the general public outside of the activities of the Bank. Construction loan clients of the Bank may seek any brokerage service for placement of permanent financing, however, with the Corporation providing the convenience of its own brokerage service company, it is expected that many clients will take advantage of it, resulting in added service for the Bank's clients and added income to the Corporation. The Corporation's banking subsidiary, Bank of Walnut Creek, created an SBA (Small Business Administration) loan department and also developed our own credit card program. The Bank, continued to expand its mutual funds and annuities services, through "Preferred Investments" and offers a money market sweep program to its commercial clients. 1993 as compared to 1992 During 1993 interest rates stopped falling and became stable, although at very low levels, allowing the Corporation to adjust its deposit rates in line with the return on earning assets. In spite of the continuing recession in California, the Corporation enjoyed a growth in deposits of over six million dollars, and a similar growth in assets of seven million dollars between the respective year ends. Net interest income improved significantly during 1993, although increases in noninterest expense consumed most of this increase, some being of a non-recurring nature, in particular, startup data processing expenses and liability and related legal expenses. COMMON STOCK PRICES The common stock of BWC Financial Corp. is traded in the over-the-counter market through market makers. At December 31, 1994, BWC Financial Corp. had 564 record holders of common stock. At December 31, 1993, BWC Financial Corp. had 581 shareholders of record of common stock. The shareholders of BWC Financial Corp. will be entitled to receive dividends when and as declared by its Board of Directors, out of funds legally available therefor, subject to the dividend preference, if any, on preferred shares that may be outstanding and also subject to the restrictions of the California General Corporation Law. There are no preferred shares outstanding at this time. It is not anticipated that any cash dividends will be declared in the foreseeable future. According to the principal market makers, the high and low bid quotations for 1994 and 1993 were: 1994 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter $13.37-$14.00 $13.37-14.75 10.75-$12.00 $12.50-$13.50 1993 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter $8.25-$9.50 $7.50-$8.50 $7.50-$9.00 $8.00-10.75 A 10% stock dividend was granted to shareholders of record April 15, 1993. Common stock prices have not been adjusted to reflect the above stock dividends. EX-23 3 CONSENT OF AUDITORS CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accounts, we hereby consent to the incorporation by reference in this Form 10-K and the previously filed registration statement of BWC Financial Corp. on Form S-8 (File No. 33-22290) of our report dated March 15, 1995, in BWC Financial Corp.'s 1994 Annual Report. It should be noted that we have not audited any financial statements of BWC Financial Corp. subsequent to December 31, 1994, or performed any audit procedures subsequent to the date of our report. San Francisco, California, March 15, 1995 EX-27 4 ARTICAL 9
9 YEAR DEC-31-1994 DEC-31-1994 8,552,000 0 3,300,000 0 17,419,000 11,335,000 10,982,000 87,909,000 1,498,000 133,144,000 119,972,000 0 529,000 0 9,026,000 0 0 3,617,000 133,144,000 8,293,000 1,195,000 185,000 9,673,000 2,545,000 2,000 7,126,000 255,000 5,000 5,867,000 1,655,000 1,655,000 0 0 1,174,000 1.41 1.33 6.34 533,000 14,000 0 425,082 1,418,000 230,000 55,000 1,498,000 836,000 0 662,000
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