SECURITIES AND EXCHANGE COMMISSION WASHINGTION, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING |
Commission File No. 000-23575 |
For the period ended: December 31, 2001 | | Transition Report on Form 10-K | | Transition Report on Form 20-F | | Transition Report on Form 11-K | | Transition Report on Form 10-Q | | Transition Report on Form N-SAR For the transition period ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. If the notification related to a portion of the filing checked above, identify the item(s) to which notification relates: |
Part I-Registrant Information |
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Full name of Registrant: Former name if Applicable: Address of Principal Executive Office (Street and Number): City, State and Zip Code: |
COMMUNITY WEST BANCSHARES
445 Pine Avenue Goleta, CA 93117 |
Part II-Rule 12b-25(b) and (c) If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed.(Check box if appropriate.) |
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|X| |
(a)   The reasons described in detail in
Part III of this form could not be eliminated without unreasonable effort or expense; (b)   The subject annual report, semi-annual
report, transition report of Forms 10-K, 10-KSB, 20-F, 11-K or Form
N-SAR, or portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, 10-QSB, or portion thereof will be
filed on or before the fifth calendar day following the prescribed due
date; and |
Part III-Narrative State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. The registrant's Chief Financial Officer resigned at the end of the fiscal year. The registrant also has a new Controller. The subject report could not be filed by the new financial management team without unreasonable effort or expense. (Attach extra sheets if needed.) Part IV-Other Information   (1)   Name and telephone number of person to contact in regard to this notification: |
Stephen W. Haley | 805 | 692-1862 |
(Name) | (Area Code) | (Telephone Number) |
  (2)   Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed?
|X| Yes | | No
If the answer is no, identify report(s)(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
|X| Yes | | No
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. Please see attached press release dated March 12, 2002 |
Date: March 28, 2002 | By: | /s/ Stephen W. Haley
Stephen W. Haley President, & CEO |
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form. Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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NEWSRELEASE |
Community West Bancshares FOR IMMEDIATE RELEASE |
Contact: | Stephen W. Haley, President |
Phone: | 805-692-4395 |
URL: | http://www.communitywest.com |
SYMBOL: | CWBC |
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1. |
A loan loss provision of $3,251,181 as a result of: a) significant growth in the Bank's short term consumer lending portfolio, and b) continued uncertain economic conditions that negatively impacted its Small Business Administration and High Loan-to-Value ("HLTV") Mortgage loans. As of year-end, the Company's loan loss allowance totaled $8,275,115, or 3.47% of loans held for investment, as compared to $7,793,306, or 3.33% at September 30, 2001 and $6,746,436, or 2.26% at December 31, 2000. |
2. |
During the third quarter the Bank strengthened its SBA loan underwriting criteria, recognizing that this would have an adverse impact on loan originations. SBA loan originations dropped from approximately $17 million in the second quarter to approximately $14 million in the third quarter and $12 million in the fourth quarter. Accordingly, SBA guaranteed loan sales declined from $9 million in the second and third quarters to $3 million in the fourth quarter of 2001. |
The Bank recognized overall gains on the sale of all loans (including SBA and other loans) of approximately $1.7 million in the second quarter, $2.1 million in the third quarter and $1.1 million in the fourth quarter of 2001. |
3. |
An increase in the prepayment assumptions used to calculate the value of the Bank's interest only strip and servicing asset related to sold guaranteed SBA loans. These changed assumptions, (which were, in part, based upon changes in prepayments actually experienced by the Bank), reduced the valuation of these assets by approximately $858,000. |
4. |
A review by the new management team of the Company's financial management practices that resulted in net accounting adjustments of approximately $1.5 million. These adjustments included, among other things: a) the carrying values of accrued interest income and expense (an expense of $892,536); b) bond discount (an expense of $691,982), and c) bond issuance expense (a gain of $320,219). |
5. |
A refinement of the Company's estimated income tax expense relating to: a) general operations $600,000, and b) the sale of Palomar Bank $246,296. |
The following tables summarize selected income statement and balance sheet data: |
Three Months | Three Months | Twelve Months | Twelve Months |
Ended | Ended | Ended | Ended |
December 31, | December 31, | December 31, | December 31, |
2001 | 2000 | 2001 | 2000 |
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Selected Income Statement Data |
Interest Income | $ | 8,635,530 | $ | 14,207,225 | $ | 40,793,796 | $ | 51,781,189 |
Interest Expense | 4,189,177 | 6,918,815 | 19,966,531 | 26,060,114 |
Net Interest Income | 4,446,353 | 7,288,410 | 20,827,265 | 25,721,075 |
Provision for Loan Losses | 3,251,181 | 3,226,484 | 11,880,212 | 6,793,812 |
Net Interest Income after Provision for Loan Losses | 1,195,172 | 4,061,926 | 8,947,053 | 18,927,263 |
Other Income | 2,114,650 | 3,922,168 | 22,170,532 | 16,283,378 |
Other Expenses | 8,503,166 | 9,968,800 | 32,376,880 | 29,975,038 |
Net (Loss) Income before Taxes | (5,193,344 | ) | (1,984,706 | ) | (1,259,295 | ) | 5,235,603 |
Income Taxes Provision- Sale of Palomar | 246,296 | - | 1,246,296 | - |
Income Taxes (Benefit)-Other | (1,527,353 | ) | (567,982 | ) | (2,527,353 | ) | 2,538,466 |
Net (Loss) Income | $ | (3,912,287 | ) | $ | (1,416,724 | ) | $ | 21,762 | $ | 2,697,137 |
(Loss) Earnings per Share - Basic | $ | (0.69 | ) | $ | (0.23 | ) | $ | 0.00 | $ | 0.44(1) |
(Loss) Earnings per Share - Diluted | $ | (0.69 | ) | $ | (0.23 | ) | $ | 0.00 | $ | 0.43(1) |
Weighted Average Shares Outstanding | 5,675,849 | 6,107,216 | 5,947,658 | 6,107,216 |
Diluted Shares Outstanding | 5,760,922 | 6,115,716 | 6,014,828 | 6,233,245 |
(1) Earnings per share after a goodwill impairment charge of $0.35 per share. |
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Selected Balance Sheet Data as of December 31, | 2001 | 2000 |
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Loans Held for Investment, Net of Loan Loss Reserve | $ | 230,106,568 | $ | 292,069,471 |
Deposits | 196,166,429 | 228,719,979 |
Equity | 33,356,731 | 36,034,608 |
Deposits |
Total Assets | 323,863,109 | 405,255,320 |
Loan Loss Reserve/Loans Held for Investment | 3.47 | % | 2.26 | % |
Capital to Assets | 10.30 | % | 8.89 | % |
(1) Earnings per share after a goodwill impairment charge of $0.35 per share. |
Company Overview |
Community West Bancshares is a financial services company with headquarters in Goleta, California. The Company is the holding company for Goleta National Bank, which has two full service branches, one in Goleta and one in Ventura, California. Goleta National Bank is one of the Nation's largest SBA leaders with loan production offices located in Alabama, California, Florida, Georgia, South Carolina, North Carolina, Tennessee, Oregon, Nevada and Washington. The principal business activities of the company are Relationship Banking, Short-Term Consumer Lending, Small Business Administration (SBA) Lending, and Mortgage Lending. |
Safe Harbor Disclosure |
This release contains forward-looking statements that reflect management's current views of future events and operations. These forward-looking statements are based on information currently available to the Company as of the date of this release. It is important to note that these forward-looking statements are not guarantees of future performance and involve risks and uncertainties, including, but not limited to, the ability of the Company to implement its strategy and expand its lending operations. Furthermore the Company has certain restrictions placed on its operations by the Office of the Comptroller of the Currency until it deems that it has substantially complied with the letter agreement signed by the Goleta National Bank. |
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