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The Business of
 Building success
  2006 annual Report
Net Income Up
    Growth in                                                                                   45%                                                      officeRs

    2006                                                                                                                                                 execuTiVe officeRs
                                                                                                                                                         cole W. minnick
                                                                                                                                                         President
                                                                                                                                                                                               kenneth s. Paris
                                                                                                                                                                                               Executive Vice President
                                                                                                                                                                                                                           Jerry d. smith
                                                                                                                                                                                                                           Executive Vice President
    operating income and net                                                                                                                             Chief Executive Officer               Chief Credit Officer        Chief Financial Officer

    income set records, with
    net income at $1,619,024.
                                                                                                        Assets Up                                        Thousand oaks office



                                                                                                           18%
                                                                                                                                                         Gary d. Trow                          catherine Giuffre           Priscilla Jewell
                                                                                                                                                         Senior Vice President                 Vice President              Vice President
                                                                                                                                                         Commercial Lender                     Branch Operations Manager   Compliance Officer

                                                                                                                                                         lynn kistner                          alan kravets                don spurrier
                                                                                                                                                         Vice President                        Vice President              Vice President
                                                                                                                                                         Human Resources                       Commercial Lender           Commercial Lender

                                                                                                                                                         muoysim Tang-Paradis                  dianna Traylor              Tim Weaver
                                                                                                             Net Loans Up                                Vice President                        Vice President              Vice President


                                                                                                                        18%
                                                                                                                                                         SBA Business Development Officer      Controller                  SBA Manager

                                                                                                                                                         Barry yablow                          nicole andrews              elizabeth de alejandro
                                                                                                                                                         Vice President                        Assistant Vice President    Assistant Vice President
                                                                                                                                                         Accounts Receivable Finance Manager   Operations Officer          Account Services Manager

                                                                                                                                                         sandra merritt                        daniel Quick
                                                                                                                                                         Assistant Vice President              Assistant Vice President
  $2,000                                            $120,000                                           $90,000                                           Accounts Receivable Manager           Financial Systems Officer

                                                                                                       $80,000
                                                    $100,000                                                                                             simi Valley office
  $1,500
                                                                                                       $70,000
                                                                                                                                                         Tom odegard                           amber sorbello              kelly Riley
                                                     $80,000                                           $60,000
                                                                                                                                                         Vice President                        Assistant Vice President    Assistant Operations Officer
                                                                                                                                                         Commercial Lender                     Operations Officer
  $1,000
                                                                                                       $50,000
                                                     $60,000
                                                                                                       $40,000
      $0
                                                     $40,000                                           $30,000


                                                                                                       $20,000
  $(500)                                             $20,000
                                                                                                       $10,000


$(1,000)                                                 $0                                                $0
           2002    2003   2004        2005   2006              2002   2003   2004        2005   2006             2002   2003   2004        2005   2006


                  neT income                                           asseTs                                           neT loans
                     (in thousands)                                     (in thousands)                                    (in thousands)
March 1, 2007




To Our Shareholders and Customers:

Your Board and Management are delighted to report that the Bank had an outstanding
2006. Our net income was $1,619,024 ($1.12 per share), compared to $1,118,997
($0.78 per share) in 2005—a 45% increase. Just as important, our pre-tax income was
$1,426,000. Year-end assets were up $17.5 million, or 18.1%, to $114.0 million from
$96.6 million. Our gross loans were up $13.4 million, or 17.5%, to $89.8 million from
$76.4 million. Deposits increased $7.5 million, or 9.0%, to $91.2 million. In September
the Bank was able to take $192,000 into income by recognizing a portion of the Bank’s
tax deferred asset. This income recognition was based on the Bank’s return to operating
profitability in 2006. This also is the year the Bank exhausts its ability to increase
income through the deferred tax asset as the income in 2007 is fully taxable.

In October, the Bank introduced a new product called “Digital Deposit” which allows
businesses to send their check deposit to the Bank via an electronic scanner, thereby
eliminating having to come into the Bank to make a check deposit. We expect “Digital
Deposit” to be an important addition to our service offerings.

The Bank has also received Preferred Lenders Program status from the Small Business
Administration. This important and prestigious designation means the Bank can
approve and close SBA loans without the concurrence of the SBA, which we anticipate
will tremendously improve our lending capabilities. The Bank now has a full in-house
array of loan products, including accounts receivable financing (factoring).

The Bank has clearly demonstrated that it is a successful community bank that can
compete effectively in this market and generate consistently healthy earnings. We have
met and surpassed our prior challenges and are focused on providing excellent service
while growing the Bank. We continue to work aggressively and diligently to increase
our core deposit balances to help maintain the Bank’s excellent net interest margins.
Our mission is simple: to be the premier community bank in Ventura County.

We thank our shareholders and customers for their steadfast support. We appreciate
the opportunity to provide banking services on a personal basis. We also want to
express thanks to our employees for their invaluable contributions to the Bank’s
success. We look forward to seeing you at the next Annual Shareholders meeting.




ROBeRT e. LeWIS                        COLe W. MInnICk
Chairman of the Board                  President & Chief Executive Officer




                                                                                          2006 Annual Report
A Growing Portfolio of Precision
                            A Bold, Fresh Vision of the Future                                                                     Business Banking Products
                            When the calendar turned to 2006, California Oaks State Bank was riding a wave of                      SBA Loans
                            unprecedented growth. That momentum continued through the past year. It promises to                    As a Preferred Small Business Administration lender, Cal Oaks assists business owners
                                                                                                                                   in navigating the lending process, selecting the optimal loan package, and managing
                            propel us into a bright future filled with prosperity and innovations that empower Ventura             documentation. Our discovery process enables us to choose only those SBA borrowers
                            County businesses to realize their potential. This is our vision for 2007...and beyond.                with the greatest growth potential. This reduces default risk and allows us to reward
                                                                                                                                   well-managed Ventura County companies with competitive rates and flexible terms.
                            Like the oak tree that is our namesake, Cal Oaks is a model of stability and strength in a changing
                                                                                                                                   Accounts Receivable Services
                            world. Our team of business bankers remains intact, blending proven financial wisdom with
                                                                                                                                   Turn healthy billings into immediate cash flow no matter what your payment terms are.
                            aggressive new ideas that better serve our business customers. Our revenues continue to surge,         Cal Oaks offers two Accounts Receivable programs:
                            showing the year-to-year health that befits a well-run institution. And our suite of fine-tuned        • Lending, in which we create a custom loan for your company with your
                            business banking products is expanding, fueled by exceptional customer input.                            confirmed receivables as collateral;
                                                                                                                                   • Financing, in which we purchase your invoices and handle collections.
                            Our vision is clear: to become Ventura County’s undisputed leader in community banking                 Whichever option you choose, our rates and terms match or beat the factoring firms—and
                            for businesses and professional practices. But our measure of achievement will always lie              you receive extraordinary Cal Oaks customer care. If your customers don’t pay like
                                                                                                                                   clockwork, let us give your business an edge.
                            with our customers. When you compete, profit, and grow, we succeed. That remains the
                            mission of the Cal Oaks team, from our Board of Directors to our employees. Thank you                  Commercial Real estate Loans
                            for continuing to be a part of it.                                                                     Cal Oaks makes real estate loans from $250,000 to $3 million, allowing growing businesses
                                                                                                                                   to buy the commercial property they need or to expand existing properties. Loans can be
                                                                                                                                   made for the following:
                                                                                                                                   • To acquire a new location
                                                                                                                                   • To acquire new property and build
                                                                                                                                   • Capital to make improvements to your current facilities
                                                                                                                                   expansion requires space. Cal Oaks helps you get the real estate you need.

                                                                                                                                   General Commercial Loans
                                                                                                                                   From general capital to home equity loans, Cal Oaks is the Ventura County business
                                                                                                                                   resource for commercial financing. We offer proven companies extremely competitive rates
                                                                                                                                   and friendly terms that take into account the ebb and flow of the business cycle. If you have a
                                                                                                                                   strong record of growth and profitability, talk to us about a business loan or credit line to
The core of our                                                                                                                    use for equipment, marketing, hiring, and more.
business banking
                                                                                                                                   Digital Depositsm
team blends
                                                                                                                                   Our newest service takes
years of proven                                                                                                                    convenience and security
financial wisdom                                                                                                                   to a new level. Digital
with innovation,                                                                                                                   Deposit allows you to
                                                                                                                                   make check deposits to
delivering bold,                                                                                                                   your Cal Oaks business
effective solutions for                                                                                                            accounts without leaving
our business customers.                                                                                                            your office.
                          Cole W. Minnick                        Jerry D. Smith                         Kenneth S. Paris
                          President                              Executive Vice President               Executive Vice President
                          Chief Executive Officer                Chief Financial Officer                Chief Credit Officer                                                                                                         2006 Annual Report
Cal Oaks SBA Loans


                                                  “Though I’ve been in business for nearly 24 years, I
                                                    never understood the financials because I am more
                                                    of a creative person. When we needed a Cal Oaks
                                                    SBA Loan to grow our business, Tim Weaver held
                                                    my hand throughout the entire process, making it
                                                    painless and understandable. I highly recommend
                                                    Cal Oaks State Bank because I know they will
                                                                                                    ”
                                                    take care of your business as they have with ours.

                                                    eILeen GOuLD
                                                    Lifestyles Interior Design & Construction




                                                  “SBA loans offer business owners opportunities
                                                   to compete in the marketplace by providing
                                                   financing for expansion, growth and seasonal
                                                   needs. Additionally, SBA loans provide longer
                                                   financing terms than traditional loans, which
                                                   will improve monthly cash flow.”
TIM WeAVeR         eILeen GOuLD                    TIM WeAVeR
Vice President &   Lifestyles Interior Design &    Vice President & SBA Manager
SBA Manager        Construction
Cal Oaks Accounts Receivable Services

                                           “Our company has recently increased tenfold, and
                                             while our billing has increased, there is still a lag
                                             between production and collections. Barry Yablow
                                             and the Cal Oaks A/R financing team provide us with
                                             money immediately for our invoices so that we can
                                             take care of payroll and production-related costs, and
                                             keep business running smoothly. The staff is always
                                             available to answer questions about my accounts
                                             and offer assistance with my line of credit and other
                                             banking needs. Cal Oaks has become an extension
                                             of our A/R department—to them we aren’t just an
                                             account number, but a growing company with many
                                             possibilities. We could not have jumped ahead in
                                             the market were it not for the help and backing of
                                             California Oaks State Bank.   ”
                                            GAIL SOLOMOn
                                            Solomon Foods




                                           “Sales can be easy for a company to make,
                                            but often difficult to collect on. Cal Oaks A/R
                                            financing improves a company’s cash flow
                                            as sales invoices are quickly turned into cash
BARRY YABLOW          GAIL SOLOMOn
Vice President &      Solomon Foods
                                            to meet daily business needs and enable the
A/R Finance Manager                         company to continue to grow.           ”
                                             BARRY YABLOW
                                            Vice President & A/R Finance Manager
OuR GROWTh SuCCeSS
                                                                                                                                                         Vavrinek, Trine, Day & Co., LLP
                                                    net Income                                                                                           Certified Public Accountants & Consultants
                                                                                                                                                                                                                            VALUE THE DIFFERENCE
                                                    (in thousands)


          $2,000


          $1,500


          $1,000                                                                                                                                            INDEPENDENT AUDITORS’ REPORT

                                                                                                                           Board of Directors and Shareholders of
             $500                                                                                                          California Oaks State Bank

                                                                                                                           We have audited the accompanying balance sheets of California Oaks State Bank as of December 31,
               $0
                                                                                                                           2006 and 2005, and the related statements of income, changes in shareholders’ equity, and cash flows
                                                                                                                           for the years then ended. These financial statements are the responsibility of the Bank’s management.
          $(250)                                                                                                           Our responsibility is to express an opinion on these financial statements based on our audits.

                                                                                                                           We conducted our audits in accordance with auditing standards generally accepted in the United States
          $(500)                                                                                                           of America. Those standards require that we plan and perform the audits 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
          $(750)
                                                                                                                           also includes assessing the accounting principles used and significant estimates made by management, as
                        2002                 2003              2004                  2005             2006                 well as evaluating the overall financial statement presentation. We believe that our audits provide a
                                                                                                                           reasonable basis for our opinion.

                                       FInAnCIAL hIGhLIGhTS                                                                In our opinion, the financial statements referred to above present fairly, in all material respects, the
                                                                                                                           financial position of California Oaks State Bank as of December 31, 2006 and 2005 and the results of its
                            December 31, 2002, 2003, 2004, 2005, and 2006                                                  operations and its cash flows for the years then ended, in conformity with accounting principles
                                                    (in thousands)
                                                                                                                           generally accepted in the United States of America.

                                                               2002          2003           2004       2005        2006
Net Interest Income                                      $     4,049 $      4,394 $         4,637 $    6,140 $     7,274
Provision for Loan Losses                                $       129 $        190 $           43 $      325 $       170

Net Income                                               $(      589) $      (708) $         554 $      1,119 $    1,619   Laguna Hills, California
Net Income per Share        (not in thousands)           $(     0.90) $     (0.92) $        0.58 $      0.78 $      1.12   February 5, 2007

At Year End:                Assets                       $ 84,478 $ 80,223 $ 87,421                $ 96,583 $ 114,059
                            Investments                  $ 14,698 $ 12,435 $  9,444                $ 7,137 $ 7,939
                            Loans, net                   $ 48,952 $ 52,208 $ 64,351                $ 75,379 $ 88,642
                            Deposits                     $ 79,710 $ 74,092 $ 76,342                $ 83,747 $ 91,248
                            Shareholders’ equity         $ 4,657 $ 5,806 $ 10,515                  $ 12,238 $ 14,172
Book Value per Share        (not in thousands)           $      6.25 $       6.09 $          7.67 $     8.50 $      9.80
Selected Ratios:            ROAA                              -0.84%        -0.76%       0.66%         1.18%       1.51%
                            ROAe                             -12.68%      -15.07%        7.84%         9.75%      12.46%
                            Tier 1 Leverage Ratio              5.83%         6.80%      12.30%        12.65%      12.32%
                            Risk-Based Capital                 8.90%       10.70%       15.30%        15.85%      15.53%
                                                                                                                                 25231 Paseo De Alicia, Suite 100 Laguna Hills, CA 92653 Tel: 949.768.0833 Fax: 949.768.8408 www.vtdcpa.com
                                                                                                                                 FRESNO         LAGUNA HILLS            PALO ALTO             PLEASANTON        RANCHO CUCAMONGA


                                                                                                                                                                                         1
Balance Sheets                      December 31, 2006 and 2005                                                              Balance Sheets                         December 31, 2006 and 2005



                                                                               2006                 2005                                                                                                       2006              2005
     ASSETS                                                                                                                      LIABILITIES AND SHAREHOLDERS’ EQUITY
     Cash and Due from Banks                                          $        8,319,131   $        9,063,070                    Deposits:
     Federal Funds Sold                                                       6,420,000             2,540,000                     noninterest-Bearing Demand                                            $ 39,148,869       $ 34,791,088
                     TOTAL CASH AND CASH EQUIVALENTS                          14,739,131           11,603,070                     Money Market and nOW Accounts                                               26,297,187        29,173,824
                                                                                                                                  Savings                                                                      4,662,485         5,976,867
     Investment Securities Available for Sale                                  7,938,593            7,136,798                     Time Deposits under $100,000                                                 7,757,577         4,295,576
                                                                                                                                  Time Deposits $100,000 and Over                                             13,382,249         9,509,070
     Loans:                                                                                                                                                                  TOTAL DEPOSITS                   91,248,367        83,746,425
      Construction                                                            19,419,458           14,494,004
      Commercial Real estate                                                  30,426,091           26,207,211                    Federal home Loan Bank Advances                                               8,002,900                –
      Residential Real estate                                                 11,828,163            7,782,812                    Accrued Interest and Other Liabilities                                         636,110           598,129
      Commercial                                                              21,625,373           21,392,819                                                             TOTAL LIABILITIES                   99,887,377        84,344,554
      Accounts Receivable Financing                                            5,059,019            5,203,411
      Consumer                                                                1,447,436             1,359,876                    Commitments and Contingencies - notes 4 and 10                                       –                 –
                                                TOTAL LOANS                   89,805,540           76,440,133
                                                                                                                                 Shareholders’ equity:
     net Deferred Loan Fees                                               (     121,214)       (     134,401)                     Serial Preferred Stock - 10,000,000 Shares Authorized,
     Allowance for Loan Losses                                            ( 1,042,417)         (     926,075)                      no Par Value, no Shares Issued and Outstanding
                                                 NET LOANS                    88,641,909           75,379,657                     Common Stock - 10,000,000 Shares Authorized;
                                                                                                                                   Shares Issued and Outstanding - 1,446,537 in 2006
                                                                                                                                   and 1,438,943 in 2005                                                      14,295,587        14,207,573
     Accrued Interest Receivable                                                403,115              338,631
                                                                                                                                  Additional Paid-in Capital                                                      82,023                –
     Premises and equipment                                                     346,036              459,826
                                                                                                                                  Accumulated Deficit                                                     (     105,763)    ( 1,724,787)
     Federal home Loan Bank Stock - at Cost                                     381,300              365,000
                                                                                                                                  Accumulated Other Comprehensive Loss -
     Deferred Tax Asset                                                         765,000              500,000                       Net Unrealized Loss on Investment Securities Classified as
     Other Assets                                                               844,637              800,022                       Available for Sale, net of Taxes of $69,146 in 2006                    (      99,503)    (     244,336)
                                                                                                                                                         TOTAL SHAREHOLDERS’ EQUITY                           14,172,344        12,238,450
                                                                      $ 114,059,721        $ 96,583,004
                                                                                                                                                                                                        $ 114,059,721      $ 96,583,004




10   California Oaks State Bank                     The accompanying notes are an integral part of these financial statements.   The accompanying notes are an integral part of these financial statements.                                  2006 Annual Report   11
Statements of Income                             December 31, 2006 and 2005                                                  Statement of Changes in Shareholders’ equity
                                                                                                                                                                              December 31, 2006 and 2005

                                                                               2006                 2005
     INTEREST INCOME
      Interest and Fees on Loans                                       $       7,961,964    $       6,063,285                                                                                                                                    Accumulated
                                                                                                                                                                                           Common Stock           Additional      Retained          Other
      Interest on Investment Securities                                         247,381              268,847
                                                                                                                                                                    Comprehensive       Number of                  Paid-in        Earnings      Comprehensive
      Interest on Federal Funds                                                 355,484              152,688                                                           Income            Shares   Amount           Capital        (Deficit)     Income (Loss)      Total
      Other Interest Income                                                      16,194                    –
                                                                                                                                  Balance at January 1, 2005                            1,370,361 $ 13,473,484 $        –       $( 2,843,784) $(      114,365) $10,515,335
                                       TOTAL INTEREST INCOME                   8,581,023            6,484,820
     INTEREST EXPENSE                                                                                                             Proceeds from exercise of
      Interest on Money Market, Savings and nOW Accounts                        355,314              157,169                       Stock Options                                           7,780 $      95,668                                                      95,668

      Interest on Time Deposits                                                 675,482              187,233                      Proceeds from Sale of Stock,
      Other Borrowings                                                          276,174                  477                       net of Costs of $13,363                                60,802       638,421                                                     638,421
                                      TOTAL INTEREST EXPENSE                   1,306,970             344,879                      Comprehensive Income:
                                         NET INTEREST INCOME                   7,274,053            6,139,941                      net Income                       $       1,118,997                                              1,118,997                      1,118,997
     Provision for Loan Losses                                                  170,000              325,000
                                                                                                                                   unrealized Losses on
                                   NET INTEREST INCOME AFTER                                                                       Available-for-Sale Securities        (    129,971)                                                           (     129,971)   ( 129,971)
                                   PROVISION FOR LOAN LOSSES                   7,104,053            5,814,941                     Total Comprehensive Income        $        989,026
     NONINTEREST INCOME
      Service Charges, Fees and Other Income                                    633,009              616,554
      Gain on Sale of SBA Loans                                                  78,755              129,417                      Balance at December 31, 2005                          1,438,943    14,207,573             –    ( 1,724,787)   (     244,336)   12,238,450
      Gain on Sale of Credit Card Loans                                               –               20,238
                                                                                                                                  Proceeds from exercise of
                                                                                711,764              766,209                       Stock Options                                           7,594        88,014                                                      88,014
     NONINTEREST EXPENSE
      Salaries and Employee Benefits                                           3,232,099            2,908,487                     Stock-based Compensation                                                            82,023                                        82,023
      Occupancy expenses                                                        742,376              697,756
                                                                                                                                  Comprehensive Income:
      Furniture and equipment                                                   206,648              245,167
                                                                                                                                   net Income                       $       1,619,024                                              1,619,024                      1,619,024
      Data Processing expense                                                   538,558              533,493
      Advertising and Marketing expense                                         219,649              155,854                       unrealized Gains on
                                                                                                                                    Available-for-Sale Securities
      Professional Services                                                     350,267              472,408                        net of Taxes of $69,146                  144,833                                                                  144,833      144,833
      Messenger and Courier Services                                            115,242              102,719                      Total Comprehensive Income        $       1,763,857
      Insurance and Assessments                                                 130,475              156,038
      Other expenses                                                            854,464              689,431
                                                                               6,389,778            5,961,353                     Balance at December 31, 2006                          1,446,537 $ 14,295,587       $82,023 $(     105,763) $(        99,503) $ 14,172,344
                                  INCOME BEFORE INCOME TAXES                   1,426,039             619,797
     Income Taxes (Benefit)                                                (    192,985)        (    499,200)


                                                  NET INCOME           $       1,619,024    $       1,118,997


                                  NET INCOME PER SHARE - BASIC         $            1.12    $            0.78


                           NET INCOME PER SHARE - DILUTED              $            1.08    $            0.75




12   California Oaks State Bank                      The accompanying notes are an integral part of these financial statements.   The accompanying notes are an integral part of these financial statements.                                               2006 Annual Report   13
Statement of Cash Flows                                      December 31, 2006 and 2005                                       notes to Financial Statements                                             December 31, 2006 and 2005

                                                                                        2006                   2005                NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     OPERATING ACTIVITIES
                                                                                                                                   Nature of Operations
      net Income                                                                $        1,619,024     $        1,118,997
      Adjustments to Reconcile net Income to net                                                                                   California Oaks State Bank (the “Bank”) generates commercial and consumer loans and receives deposits from customers
                                                                                                                                   located primarily in the Conejo Valley area of Ventura County, California. The Bank was formed in 1997 and commenced
        Cash Provided by Operating Activities:
                                                                                                                                   operations in 1998. The Bank has two branches, one in Thousand Oaks and one in Simi Valley. The financial information
         Depreciation and Amortization                                                    261,706                283,883           for the branches has been aggregated into one reporting segment. The Bank operates under a state charter and provides full
         Provision for Loan Losses                                                        170,000                325,000           banking services. As a state bank, the Bank is subject to regulation by the California Department of Financial Institutions
         Gain on Sale of SBA Loans                                                  (      78,755)         (     129,417)          (“DFI”) and the Federal Deposit Insurance Corporation (“FDIC”). The accounting and reporting policies of the Bank are
                                                                                                                                   in accordance with accounting principles generally accepted in the united States of America and conform to practices
         Gain on Sale of Credit Loans                                                            –         (      20,238)          within the banking industry. The following are descriptions of the more significant of those polices.
         Stock-based Compensation                                                           82,023                      –
         Deferred Tax Benefit                                                       (     193,785)         (     500,000)          Use of Estimates in the Preparation of Financial Statements
         Other Items - net                                                          (      73,187)               158,625           The preparation of financial statements in conformity with accounting principles generally accepted in the United States
                 NET CASH PROVIDED BY OPERATING ACTIVITIES                               1,787,026              1,236,850          of America requires management to make estimates and assumptions that affect the reported amounts of assets and
     INVESTING ACTIVITIES                                                                                                          liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
                                                                                                                                   of revenues and expenses during the reporting period. Actual results could differ from those estimates.
      Purchases of Available-for-Sale Securities                                    (    2,000,000)                     –
      Proceeds from Maturities of Available-for-Sale Securities                          1,229,892              2,099,545          The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible
                                                                                                                                   to significant changes in the economic environment and market conditions. In connection with the determination of the
      net Increase in Loans                                                         ( 14,703,481)          ( 13,369,500)
                                                                                                                                   estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are
      Proceeds from Sale of SBA Loans                                                    1,349,984              2,021,840          generally secured by specific items of collateral including real property, consumer assets and business assets.
      Proceeds from Sale of Credit Card Loans                                                    –               144,424
                                                                                                                                   While management uses available information to recognize losses on loans, further reductions in the carrying amounts of
      Change in Correspondent Bank Stock                                            (      16,300)         (     652,600)          loans may be necessary based on changes in local economic conditions. Because of these factors, it is reasonably possible
      Purchases of Premises and equipment                                           (     103,916)         (      99,865)          that the estimated losses on loans may change materially in the near term. however, the amount of the changes that is
                          NET CASH USED BY INVESTING ACTIVITIES                     ( 14,243,821)          (    9,856,156)         reasonably possible cannot be estimated.
     FINANCING ACTIVITIES
                                                                                                                                   Cash and Cash Equivalents
      net Change in Demand Deposits and Savings Accounts                                  166,762          (    2,474,122)
      net Change in Time Deposits                                                        7,335,180              9,878,824          For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks and federal funds sold.
                                                                                                                                   Generally, federal funds are sold for one-day periods.
      net Increase in Federal home Loan Bank Advances                                    8,002,900                      –
      Proceeds from exercise of Options and Sale of Common Stock, net                       88,014               734,089           Cash and Due From Banks
                 NET CASH PROVIDED BY FINANCING ACTIVITIES                              15,592,856              8,138,791          Banking regulations require that banks maintain a percentage of their deposits as reserves in cash or on deposit with the
                                              INCREASE (DECREASE)                                                                  Federal Reserve Bank. The Bank complied with the reserve requirements as of December 31, 2006.
                                  IN CASH AND CASH EQUIVALENTS                           3,136,061         (     480,516)
                                                                                                                                   The Bank maintains amounts due from banks, which exceed federally insured limits. The Bank has not experienced any
     Cash and Cash equivalents at Beginning of Period                                   11,603,070             12,083,586          losses in such accounts.
                  CASH AND CASH EQUIVALENTS AT END OF YEAR                      $       14,739,131     $       11,603,070
                                                                                                                                   Investment Securities
     Supplemental Disclosures of Cash Flow Information:                                                                            Investments not classified as trading securities nor as held to maturity securities are classified as available-for-sale
      Interest Paid                                                             $        1,251,729     $         260,648           securities and recorded at fair value. unrealized gains or losses on available-for-sale securities are excluded from net
                                                                                                                                   income and reported as an amount net of taxes as a separate component of other comprehensive income included in
      Taxes Paid                                                                $            7,015     $              800
                                                                                                                                   shareholders’ equity. Premiums or discounts on held-to-maturity and available-for-sale securities are amortized or
                                                                                                                                   accreted into income using the interest method. Realized gains or losses on sales of held-to-maturity or available-for-sale
                                                                                                                                   securities are recorded using the specific identification method.
                                                                                                                                   Declines in the fair value of individual available-for-sale securities below their cost that are other-than-temporary result
                                                                                                                                   in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized
                                                                                                                                   losses. In estimating other-than-temporary impairment losses, management considers the length of time and the extent
                                                                                                                                   to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent
                                                                                                                                   and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated
                                                                                                                                   recovery in fair value.



14   California Oaks State Bank                       The accompanying notes are an integral part of these financial statements.                                                                                                                     2006 Annual Report   15
notes to Financial Statements                                              December 31, 2006 and 2005                              notes to Financial Statements                                              December 31, 2006 and 2005

     NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                                                                     NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

     Loans                                                                                                                              Income Taxes
     Loans are reported at the principal amount outstanding, net of any deferred loan origination fee income and deferred               Deferred income taxes are computed using the asset and liability method, which recognizes a liability or asset representing
     direct loan origination costs, and net of any unearned interest on discounted loans. Deferred loan origination fee income          the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been
     and direct loan origination costs are amortized to interest income over the life of the loan using the interest method.            recognized in the financial statements. A valuation allowance is established to reduce the deferred tax asset to the level
     Interest on loans is accrued to income daily based upon the outstanding principal balances.                                        at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible
                                                                                                                                        temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate
     Loans for which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on           character within the carryforward periods.
     such loans is discontinued when there exists a reasonable doubt as to the full and timely collection of either principal or
     interest or when principal or interest is past due 90 days, based on the contractual terms of the loan. Income on such loans       Comprehensive Income
     is then only recognized to the extent that cash is received and where the future collection of principal is probable. Accrual
     of interest is resumed only when principal and interest are brought fully current and when such loans are considered to            The Bank adopted SFAS no. 130, “Reporting Comprehensive Income,” which requires the disclosure of comprehensive
     be collectible as to both principal and interest.                                                                                  income and its components. Changes in unrealized gain (loss) on available-for-sale securities net of income taxes is the
                                                                                                                                        only component of accumulated other comprehensive income for the Bank.
     For impairment recognized in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial
     Accounting Standards (“SFAS”) no. 114, “Accounting by Creditors for Impairment of a Loan”, as amended by SFAS no.                  Earnings Per Share (EPS)
     118, the entire change in the present value of expected cash flows is reported as either provision for loan losses in the
     same manner in which impairment initially was recognized, or as a reduction in the amount of provision for loan losses             Basic ePS excludes dilution and is computed by dividing income available to common stockholders by the weighted-
     that otherwise would be reported.                                                                                                  average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could
                                                                                                                                        occur if options or other contracts to issue common stock were exercised or converted into common stock or resulted in
     The Bank has adopted SFAS no. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments                 the issuance of common stock that then shared in the earnings of the entity.
     of Liabilities.” The Statement provides accounting and reporting standards for transfers and servicing of financial assets
     and extinguishments of liabilities. Under this Statement, after a transfer of financial assets, an entity recognizes the           Disclosure About Fair Value of Financial Instruments
     financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has
     been surrendered, and derecognizes liabilities when extinguished.                                                                  SFAS No. 107 specifies the disclosure of the estimated fair value of financial instruments. The Bank’s estimated fair value
                                                                                                                                        amounts have been determined using available market information and appropriate valuation methodologies.
     To calculate the gain (loss) on sale of loans, the Bank’s investment in the loan is allocated among the retained portion of
     the loan, the servicing retained, the interest-only strip and the sold portion of the loan, based on the relative fair market      however, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates are not
     value of each portion. The gain (loss) on the sold portion of the loan is recognized at the time of sale based on the difference   necessarily indicative of the amounts the Bank could have realized in a current market exchange. The use of different
     between the sale proceeds and the allocated investment. As a result of the relative fair value allocation, the carrying value      market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
     of the retained portion is discounted, with the discount accreted to interest income over the life of the loan. That portion
     of the excess servicing fees that represent contractually specified servicing fees (contractual servicing) are reflected as        Financial Instruments
     a servicing asset which is amortized over an estimated life using a method approximating the level yield method; in the
                                                                                                                                        In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of
     event future prepayments exceed Management’s estimates and future expected cash flows are inadequate to cover the
                                                                                                                                        commitments to extend credit, commercial letters of credit, and standby letters of credit as described in note 10.
     unamortized servicing asset, additional amortization would be recognized. The portion of excess servicing fees in excess
                                                                                                                                        Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred
     of the contractual servicing fees is reflected as interest-only (I/O) strips receivable, which are classified as interest-only
                                                                                                                                        or received.
     strips receivable available for sale and are carried at fair value.
                                                                                                                                        Stock-Based Compensation
     Allowance for Loan Losses
                                                                                                                                        The Bank has adopted SFAS no. 123 (R) “Shared-Based Payment.” This Statement generally requires entities to
     The allowance for loan losses is adjusted by charges to income and decreased by charge-offs (net of recoveries).
                                                                                                                                        recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments,
     Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience,
                                                                                                                                        based on the grant-date fair value of those awards. This cost is recognized over the period which an employee is required
     known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated
                                                                                                                                        to provide services in exchange for the award, generally the vesting period.
     value of any underlying collateral, and current economic conditions.
                                                                                                                                        Change in Accounting Principle
     Premises and Equipment
                                                                                                                                        The Bank adopted SFAS No. 123 (R) on January 1, 2006 using the “modified prospective method.” Under this method
     Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed
                                                                                                                                        compensation expense is recognized using the fair-value method for all new stock option awards as well as any existing
     using the straight-line method over the estimated useful lives, which ranges from three to ten years for furniture, fixtures
                                                                                                                                        awards that are modified, repurchased or cancelled after January 1, 2006 and prior periods not restated. In addition, the
     and equipment. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of
                                                                                                                                        unvested portion of previously awarded options outstanding as of January 1, 2006 will also be recognized as expense over
     the improvements or the remaining lease term, whichever is shorter. expenditures for betterments or major repairs are
                                                                                                                                        the requisite service period based on the fair value of those options as previously calculated at the grant date under the
     capitalized and those for ordinary repairs and maintenance are charged to operations as incurred.
                                                                                                                                        pro-forma disclosures of SFAS no. 123. The fair value of each grant is estimated using the Black-Scholes option pricing
                                                                                                                                        model. During 2006 the Bank recognized pre-tax stock-based compensation expense of $82,023, as a result of adopting
     Advertising Costs
                                                                                                                                        SFAS no. 123 (R).
     The Bank expenses the costs of advertising in the period incurred.



16   California Oaks State Bank                                                                                                                                                                                                                             2006 Annual Report   17
notes to Financial Statements                                          December 31, 2006 and 2005                           notes to Financial Statements                                            December 31, 2006 and 2005

     NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)                                                              NOTE 2. INVESTMENT SECURITIES (continued)
     Prior to the adoption of SFAS no. 123 (R), the Bank accounted for stock-based awards using the intrinsic value method       The scheduled maturities of investment securities at December 31, 2006 were as follows:
     prescribed in Accounting Principles Board (“APB”) Opinion no. 25, “Accounting for Stock Issued to Employees,” and
     related interpretations. Accordingly, compensation cost for stock options was measured as the excess, if any, of the                                                                                   Available-for-Sale
     quoted market price of the Bank’s stock at the date of the grant over the amount an employee must pay to acquire the                                                                                Amortized
     stock. All of the Bank’s stock option grants included exercise prices equal to the Bank’s current market price per share;                                                                             Cost         Fair Value
     accordingly, no compensation expense was reported using the intrinsic value method of APB Opinion no. 25.
                                                                                                                                                        Due After One Year through Five Years          $ 2,997,163 $ 2,969,474
     had compensation cost for the Bank’s stock option plans been determined based on the fair value at the grant dates for
                                                                                                                                                        After Five Years through Ten Years               1,000,000     985,312
     awards under those plans consistent with the method of SFAS no. 123, the Bank’s net income and income per share for                                Mortgaged-Backed Securities                      4,110,079   3,983,807
     2005 would have changed to the pro forma amounts indicated below:
                                                                                                                                                                                                       $ 8,107,242 $ 7,938,593
                                                                                                 2005
                            net Income
                             As Reported                                                    $ 1,118,997                          The Bank did not sell any of its available-for-sale securities in 2006 and 2005.
                             Stock-Based Compensation using the Intrinsic Value Method                –
                                                                                                                                 The unrealized losses in available-for-sale securities as of December 31, 2006 and 2005 with continuous losses present
                             Stock-Based Compensation that would have been reported
                              using the Fair Value Method of SFAS 123                           ( 278,050)                       for less than twelve months and twelve months or more and their fair value is summarized below:
                              Pro Forma                                                     $     840,947                                                       Less than Twelve Months        Twelve Months or More                  Total
                            Per Share Data:                                                                                                                         Losses       Fair Value     Losses        Fair Value     Losses       Fair Value
                             net Income - Basic                                                                                      December 31, 2006
                              As Reported                                                           $0.78                            u.S. Agency
                              Pro Forma                                                             $0.59                             Securities               $(     1,475) $     998,525 $( 42,008) $ 1,955,155 $( 43,483) $ 2,953,680
                                                                                                                                     Mortgaged-Backed
                            Per Share Data:                                                                                           Securities                             –            –    ( 126,272)      3,983,807    ( 126,272)        3,983,807
                             net Income - Diluted
                              As Reported                                                           $0.75                                                      $(     1,475) $     998,525 $( 168,280) $ 5,938,962 $( 169,755) $ 6,937,487
                              Pro Forma                                                             $0.57                            December 31, 2005
                                                                                                                                     u.S. Agency
                                                                                                                                      Securities               $             – $          – $( 56,088) $ 1,939,003 $( 56,088) $ 1,939,003
                                                                                                                                     Mortgaged-Backed
     NOTE 2. INVESTMENT SECURITIES                                                                                                    Securities                   ( 16,911)       539,734     ( 171,337)      4,658,061    ( 188,248)        5,197,795

     Debt and equity securities have been classified in the statements of condition according to management’s intent.                                          $( 16,911) $        539,734 $( 227,425) $ 6,597,064 $( 244,336) $ 7,136,798
     The carrying amount of available-for-sale securities and their approximate fair values at December 31 were as follows:
                                                                          Gross          Gross                                   As of December 31, 2006, the Bank had twenty investment securities whose estimated fair value had declined 2.4%
                                                         Amortized      unrealized     unrealized                                from the Bank’s amortized cost. Management evaluates investment securities for other-than-temporary impairment
                                                           Cost           Gains         Losses          Fair Value               taking into consideration the extent and length of time the fair value has been less than cost, the financial condition
                                                                                                                                 of the issuer and whether the Bank has the intent and ability to retain the investment for a period of time sufficient to
                 December 31, 2006                                                                                               allow for any anticipated recovery in fair value. As of December 31, 2006, no declines in value are deemed to be other-
                  u.S. Agency Securities             $     3,997,163 $        1,106 $( 43,483) $ 3,954,786                       than-temporary.
                  Mortgaged-Backed Securities              4,110,079              – ( 126,272)   3,983,807

                                                     $     8,107,242 $        1,106 $( 169,755) $ 7,938,593                      NOTE 3. LOANS
                 December 31, 2005                                                                                               Although the Bank seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral,
                  u.S. Agency Securities             $     1,995,091 $            – $( 56,088) $ 1,939,003                       real estate and real estate associated businesses are among the principal industries in the Bank’s market area and, as a
                  Mortgaged-Backed Securities              5,386,043              – ( 188,248)   5,197,795                       result, the Bank’s loan and collateral portfolios are, to some degree, concentrated in those industries.

                                                     $     7,381,134 $            – $( 244,336) $ 7,136,798

     Securities carried at approximately $3,280,412 and $3,500,880 at December 31, 2006 and 2005, respectively, were
     pledged to secure deposits of public funds and borrowing arrangements.




18   California Oaks State Bank                                                                                                                                                                                                                  2006 Annual Report   19
notes to Financial Statements                                         December 31, 2006 and 2005                           notes to Financial Statements                                             December 31, 2006 and 2005

     NOTE 3. LOANS (continued)                                                                                                  NOTE 5. DEPOSITS
     A summary of the changes in the allowance for loan losses as of December 31 follows:                                       At December 31, 2006, the scheduled maturities of time deposits are as follows:

                                                                                    2006               2005                                                            Due in One Year or Less        $ 21,023,627
                                                                                                                                                                       Due from One to Five Years          116,199
                         Balance at Beginning of Year                       $       926,075    $       594,704
                         Additions to the Allowance Charged to expense              170,000            325,000                                                                                        $ 21,139,826
                         Recoveries on Loans Charged Off                             40,742              8,455
                                                                                1,136,817              928,159
                                                                                                                                NOTE 6. EMPLOYEE BENEFIT PLAN
                         Less Loans Charged Off                                 (    94,400)       (     2,084)
                                                                                                                                The Bank adopted a 401(k) for its employees in 1999. under the plan, eligible employees may defer a portion of their
                                                                            $ 1,042,417        $       926,075                  salaries. The plan also provides for discretionary Bank profit sharing contributions. The Bank made a contribution of
                                                                                                                                $70,991 and $8,803 for 2006 and 2005, respectively.
     The Bank had no significant impaired loans outstanding for the years ended December 31, 2006 and 2005.
     The Bank also originates loans for sale to governmental agencies and institutional investors. At December 31, 2006 and     NOTE 7. INCOME TAXES
     2005, the Bank was servicing approximately $2,567,099 and $2,675,833, respectively, in SBA loans previously sold.
                                                                                                                                The provision for income taxes included in the statements of income as of December 31 consists of the following:

     NOTE 4. PREMISES AND EQUIPMENT                                                                                                                                                         2006            2005
     A summary of premises and equipment as of December 31 follows:                                                                                                    Current:
                                                                                                                                                                        Federal     $            –    $           –
                                                                                    2006               2005                                                             State                  800              800
                                                                                                                                                                                              800               800
                          Leasehold Improvements                             $ 567,405         $ 496,950                                                               Deferred         ( 193,785)        ( 500,000)
                          Furniture, Fixtures, and equipment                   947,807          1,068,531
                                                                                1,515,212       1,565,481                                                                           $( 192,985)       $( 499,200)
                          Less Accumulated Depreciation and Amortization     (1,169,176)       (1,105,655)

                                                                             $ 346,036         $ 459,826                        A comparison of the federal statutory rate to the Bank’s effective income tax rate follows:

                                                                                                                                                                                  2006                             2005
     The Bank has entered into leases for its bank premises, which expire at various dates through 2014. These leases include
     provisions for periodic rent increases as well as payment by the lessee of certain operating expenses. Rental expense                                             Amount               Rate          Amount           Rate
     relating to these leases was $523,893 (prior to $88,068 of sublease income) and $498,520 (prior to $95,758 of sublease     Federal Tax Rate                   $     485,000             34.0%    $     211,000           34.0%
     income) for the periods ended December 31, 2006 and 2005, respectively.                                                    California Franchise Taxes, net
                                                                                                                                 of Federal Benefit                      107,000              7.5%           46,000        7.4%
     The approximate future minimum annual payments for these leases by year are as follows:                                    Change in Valuation Allowance          ( 793,000)       (    55.6)%       ( 770,000)   ( 124.2)%
                                                                                                                                Other Items - net                          8,015              0.6%           13,800        2.3%
                                                          2007       $ 530,119
                                                          2008          496,178                                                 Bank’s effective Rate              $( 192,985)          (    13.5)%   $( 499,200)      (      80.5)%
                                                          2009          499,379
                                                          2010          499,379
                                                          2011          499,379                                                 Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles
                                                     Thereafter       1,081,987                                                 with respect to income and expense recognition.

                                                                     $ 3,606,421

     The Bank’s subleases are on a month-to-month basis.
     The minimum rental payments shown above are given for the existing lease obligations and are not a forecast of future
     rental expense.




20   California Oaks State Bank                                                                                                                                                                                                             2006 Annual Report   21
notes to Financial Statements                                             December 31, 2006 and 2005                             notes to Financial Statements                                            December 31, 2006 and 2005

     NOTE 7. INCOME TAXES (continued)                                                                                                 NOTE 9. STOCK OPTION PLAN (continued)
     The following is a summary of the components of the net deferred tax asset accounts recognized in the accompanying               The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model
     statements of balance sheet:                                                                                                     with the following assumptions presented below:

                                                                            2006             2005                                                                                                                2006            2005
                                  Deferred Tax Assets:                                                                                                       expected Volatility                                    21%             21%
                                   net Operating Loss Carryforward        $ 185,000       $ 875,000                                                          expected Term                                    6.25 Years      6.25 Years
                                   Depreciation Differences                  69,000          99,000                                                          expected Dividends                                    none            none
                                   Allowance for Loan Loss                  426,000         352,000                                                          Risk Free Rate                                       4.61%           3.75%
                                   Available-for-Sale Securities             69,000               –                                                          Weighted-Average Grant Date Fair Value           $     4.85      $     3.88
                                   Other                                     38,000          10,000
                                                                            787,000        1,336,000                                  The expected volatility is based on the historical volatility of the Bank during the year. The expected term represents the
                                                                                                                                      estimated average period of time that the options remain outstanding. Since the Bank does not have sufficient historical
                                  Valuation Allowance                              –        (793,000)                                 data on the exercise of stock options, the expected term is based on the “simplified” method that measures the expected
                                                                                                                                      term as the average of the vesting period and the contractual term. The risk free rate of return reflects the grant date
                                  Deferred Tax Liabilities:                                                                           interest rate offered for zero coupon u.S. Treasury bonds over the expected term of the options.
                                   Other                                   ( 22,000)       ( 43,000)
                                                                           ( 22,000)       ( 43,000)                                  A summary of the status of the Bank’s stock option plan as of December 31, 2006 and changes during the year ending
                                                                                                                                      thereon is presented below:
                                  net Deferred Tax Assets                 $ 765,000       $ 500,000
                                                                                                                                                                                                                       Weighted-
                                                                                                                                                                                                        Weighted-       Average
      The Bank has net operating loss carryforwards of approximately 544,000 for federal income tax purposes. net operating                                                                              Average       Remaining        Aggregate
     loss carryforwards will expire in 2024 for federal income tax purposes if not previously utilized.                                                                                                 exercise       Contractual       Intrinsic
                                                                                                                                                                                            Shares        Price          Term             Value
     NOTE 8. BORROWING ARRANGEMENTS                                                                                                                Outstanding at Beginning of Year         278,195     $     10.63
                                                                                                                                                   Granted                                    5,650     $     14.80
     The Bank may borrow up to $6,000,000 overnight on an unsecured basis from two correspondent banks. The Bank also                              exercised                               ( 7,594)     $     11.59
     has a line of credit with the Federal home Loan Bank (FhLB) secured by certain of its loans and assets of the Bank. As                        Forfeited or expired                    ( 4,576)     $     11.62
     of December 31, 2006, this line had total financing availability of approximately $28.2 million and was collateralized
     by loans and other assets of approximately $113.1 million. As of December 31, 2006, the Bank had advances from                                Outstanding at end of Year              271,675      $     10.68        6.7 Years $ 1,717,000
     FhLB totaling $8,002,900 of which $5,000,000 was advanced at 5.57%, due on January 16, 2007, and $3,002,900 was
     advanced at 5.42%, due on March 19, 2007.                                                                                                     Options exercisable                     240,352      $     10.67        6.6 Years $ 1,521,000

                                                                                                                                      The total intrinsic value of the options exercised during the years ended December 31, 2006 and 2005 were approximately
     NOTE 9. STOCK OPTION PLAN                                                                                                        $23,000 and $13,000, respectively. As of December 31, 2006, there was $91,000 of total unrecognized compensation
                                                                                                                                      cost related to the outstanding stock options that will be recognized over a weighted average period of 1.3 years.
     The Bank’s 2006 Omnibus Stock Incentive Plan (“2006 Plan”) was approved by its shareholders on May 25, 2006. The
     2006 Plan replaces the Bank’s 1998 Stock Option Plan and all existing options under the 1998 Plan became subject to the
     2006 Plan. Under the 2006 Plan, directors, officers, employees and consultants may be granted options, stock appreciation        NOTE 10. COMMITMENTS
     rights, restricted stock awards, deferred stock awards and performance units and also allows for performance objectives
     upon which awards may be conditioned. The maximum number of shares as to which stock awards may be granted under                 In the ordinary course of business, the Bank enters into financial commitments to meet the financing needs of its customers.
     the 2006 Plan is 429,358 shares. This reserved share amount is subject to adjustments for stock splits, stock dividends,         These financial commitments include commitments to extend credit and standby letters of credit. Those instruments
     recapitalization or similar transactions. The 2006 Plan also provides for accelerated vesting if there is a change in control,   involve to varying degrees, elements of credit and interest rate risk not recognized in the Bank’s financial statements.
     as defined in the Plan. The Bank recognized stock-based compensation cost of $82,023 in 2006.
                                                                                                                                      The Bank’s exposure to loan loss in the event of nonperformance on commitments to extend credit and standby letters of
                                                                                                                                      credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making
                                                                                                                                      commitments as it does for loans reflected in the financial statements.




22   California Oaks State Bank                                                                                                                                                                                                                       2006 Annual Report   23
Cal Oaks State Bank Annual Report
Cal Oaks State Bank Annual Report
Cal Oaks State Bank Annual Report
Cal Oaks State Bank Annual Report

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Cal Oaks State Bank Annual Report

  • 1. The Business of Building success 2006 annual Report
  • 2. Net Income Up Growth in 45% officeRs 2006 execuTiVe officeRs cole W. minnick President kenneth s. Paris Executive Vice President Jerry d. smith Executive Vice President operating income and net Chief Executive Officer Chief Credit Officer Chief Financial Officer income set records, with net income at $1,619,024. Assets Up Thousand oaks office 18% Gary d. Trow catherine Giuffre Priscilla Jewell Senior Vice President Vice President Vice President Commercial Lender Branch Operations Manager Compliance Officer lynn kistner alan kravets don spurrier Vice President Vice President Vice President Human Resources Commercial Lender Commercial Lender muoysim Tang-Paradis dianna Traylor Tim Weaver Net Loans Up Vice President Vice President Vice President 18% SBA Business Development Officer Controller SBA Manager Barry yablow nicole andrews elizabeth de alejandro Vice President Assistant Vice President Assistant Vice President Accounts Receivable Finance Manager Operations Officer Account Services Manager sandra merritt daniel Quick Assistant Vice President Assistant Vice President $2,000 $120,000 $90,000 Accounts Receivable Manager Financial Systems Officer $80,000 $100,000 simi Valley office $1,500 $70,000 Tom odegard amber sorbello kelly Riley $80,000 $60,000 Vice President Assistant Vice President Assistant Operations Officer Commercial Lender Operations Officer $1,000 $50,000 $60,000 $40,000 $0 $40,000 $30,000 $20,000 $(500) $20,000 $10,000 $(1,000) $0 $0 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 neT income asseTs neT loans (in thousands) (in thousands) (in thousands)
  • 3. March 1, 2007 To Our Shareholders and Customers: Your Board and Management are delighted to report that the Bank had an outstanding 2006. Our net income was $1,619,024 ($1.12 per share), compared to $1,118,997 ($0.78 per share) in 2005—a 45% increase. Just as important, our pre-tax income was $1,426,000. Year-end assets were up $17.5 million, or 18.1%, to $114.0 million from $96.6 million. Our gross loans were up $13.4 million, or 17.5%, to $89.8 million from $76.4 million. Deposits increased $7.5 million, or 9.0%, to $91.2 million. In September the Bank was able to take $192,000 into income by recognizing a portion of the Bank’s tax deferred asset. This income recognition was based on the Bank’s return to operating profitability in 2006. This also is the year the Bank exhausts its ability to increase income through the deferred tax asset as the income in 2007 is fully taxable. In October, the Bank introduced a new product called “Digital Deposit” which allows businesses to send their check deposit to the Bank via an electronic scanner, thereby eliminating having to come into the Bank to make a check deposit. We expect “Digital Deposit” to be an important addition to our service offerings. The Bank has also received Preferred Lenders Program status from the Small Business Administration. This important and prestigious designation means the Bank can approve and close SBA loans without the concurrence of the SBA, which we anticipate will tremendously improve our lending capabilities. The Bank now has a full in-house array of loan products, including accounts receivable financing (factoring). The Bank has clearly demonstrated that it is a successful community bank that can compete effectively in this market and generate consistently healthy earnings. We have met and surpassed our prior challenges and are focused on providing excellent service while growing the Bank. We continue to work aggressively and diligently to increase our core deposit balances to help maintain the Bank’s excellent net interest margins. Our mission is simple: to be the premier community bank in Ventura County. We thank our shareholders and customers for their steadfast support. We appreciate the opportunity to provide banking services on a personal basis. We also want to express thanks to our employees for their invaluable contributions to the Bank’s success. We look forward to seeing you at the next Annual Shareholders meeting. ROBeRT e. LeWIS COLe W. MInnICk Chairman of the Board President & Chief Executive Officer 2006 Annual Report
  • 4. A Growing Portfolio of Precision A Bold, Fresh Vision of the Future Business Banking Products When the calendar turned to 2006, California Oaks State Bank was riding a wave of SBA Loans unprecedented growth. That momentum continued through the past year. It promises to As a Preferred Small Business Administration lender, Cal Oaks assists business owners in navigating the lending process, selecting the optimal loan package, and managing propel us into a bright future filled with prosperity and innovations that empower Ventura documentation. Our discovery process enables us to choose only those SBA borrowers County businesses to realize their potential. This is our vision for 2007...and beyond. with the greatest growth potential. This reduces default risk and allows us to reward well-managed Ventura County companies with competitive rates and flexible terms. Like the oak tree that is our namesake, Cal Oaks is a model of stability and strength in a changing Accounts Receivable Services world. Our team of business bankers remains intact, blending proven financial wisdom with Turn healthy billings into immediate cash flow no matter what your payment terms are. aggressive new ideas that better serve our business customers. Our revenues continue to surge, Cal Oaks offers two Accounts Receivable programs: showing the year-to-year health that befits a well-run institution. And our suite of fine-tuned • Lending, in which we create a custom loan for your company with your business banking products is expanding, fueled by exceptional customer input. confirmed receivables as collateral; • Financing, in which we purchase your invoices and handle collections. Our vision is clear: to become Ventura County’s undisputed leader in community banking Whichever option you choose, our rates and terms match or beat the factoring firms—and for businesses and professional practices. But our measure of achievement will always lie you receive extraordinary Cal Oaks customer care. If your customers don’t pay like clockwork, let us give your business an edge. with our customers. When you compete, profit, and grow, we succeed. That remains the mission of the Cal Oaks team, from our Board of Directors to our employees. Thank you Commercial Real estate Loans for continuing to be a part of it. Cal Oaks makes real estate loans from $250,000 to $3 million, allowing growing businesses to buy the commercial property they need or to expand existing properties. Loans can be made for the following: • To acquire a new location • To acquire new property and build • Capital to make improvements to your current facilities expansion requires space. Cal Oaks helps you get the real estate you need. General Commercial Loans From general capital to home equity loans, Cal Oaks is the Ventura County business resource for commercial financing. We offer proven companies extremely competitive rates and friendly terms that take into account the ebb and flow of the business cycle. If you have a strong record of growth and profitability, talk to us about a business loan or credit line to The core of our use for equipment, marketing, hiring, and more. business banking Digital Depositsm team blends Our newest service takes years of proven convenience and security financial wisdom to a new level. Digital with innovation, Deposit allows you to make check deposits to delivering bold, your Cal Oaks business effective solutions for accounts without leaving our business customers. your office. Cole W. Minnick Jerry D. Smith Kenneth S. Paris President Executive Vice President Executive Vice President Chief Executive Officer Chief Financial Officer Chief Credit Officer 2006 Annual Report
  • 5. Cal Oaks SBA Loans “Though I’ve been in business for nearly 24 years, I never understood the financials because I am more of a creative person. When we needed a Cal Oaks SBA Loan to grow our business, Tim Weaver held my hand throughout the entire process, making it painless and understandable. I highly recommend Cal Oaks State Bank because I know they will ” take care of your business as they have with ours. eILeen GOuLD Lifestyles Interior Design & Construction “SBA loans offer business owners opportunities to compete in the marketplace by providing financing for expansion, growth and seasonal needs. Additionally, SBA loans provide longer financing terms than traditional loans, which will improve monthly cash flow.” TIM WeAVeR eILeen GOuLD TIM WeAVeR Vice President & Lifestyles Interior Design & Vice President & SBA Manager SBA Manager Construction
  • 6. Cal Oaks Accounts Receivable Services “Our company has recently increased tenfold, and while our billing has increased, there is still a lag between production and collections. Barry Yablow and the Cal Oaks A/R financing team provide us with money immediately for our invoices so that we can take care of payroll and production-related costs, and keep business running smoothly. The staff is always available to answer questions about my accounts and offer assistance with my line of credit and other banking needs. Cal Oaks has become an extension of our A/R department—to them we aren’t just an account number, but a growing company with many possibilities. We could not have jumped ahead in the market were it not for the help and backing of California Oaks State Bank. ” GAIL SOLOMOn Solomon Foods “Sales can be easy for a company to make, but often difficult to collect on. Cal Oaks A/R financing improves a company’s cash flow as sales invoices are quickly turned into cash BARRY YABLOW GAIL SOLOMOn Vice President & Solomon Foods to meet daily business needs and enable the A/R Finance Manager company to continue to grow. ” BARRY YABLOW Vice President & A/R Finance Manager
  • 7. OuR GROWTh SuCCeSS Vavrinek, Trine, Day & Co., LLP net Income Certified Public Accountants & Consultants VALUE THE DIFFERENCE (in thousands) $2,000 $1,500 $1,000 INDEPENDENT AUDITORS’ REPORT Board of Directors and Shareholders of $500 California Oaks State Bank We have audited the accompanying balance sheets of California Oaks State Bank as of December 31, $0 2006 and 2005, and the related statements of income, changes in shareholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Bank’s management. $(250) Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States $(500) of America. Those standards require that we plan and perform the audits 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 $(750) also includes assessing the accounting principles used and significant estimates made by management, as 2002 2003 2004 2005 2006 well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. FInAnCIAL hIGhLIGhTS In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of California Oaks State Bank as of December 31, 2006 and 2005 and the results of its December 31, 2002, 2003, 2004, 2005, and 2006 operations and its cash flows for the years then ended, in conformity with accounting principles (in thousands) generally accepted in the United States of America. 2002 2003 2004 2005 2006 Net Interest Income $ 4,049 $ 4,394 $ 4,637 $ 6,140 $ 7,274 Provision for Loan Losses $ 129 $ 190 $ 43 $ 325 $ 170 Net Income $( 589) $ (708) $ 554 $ 1,119 $ 1,619 Laguna Hills, California Net Income per Share (not in thousands) $( 0.90) $ (0.92) $ 0.58 $ 0.78 $ 1.12 February 5, 2007 At Year End: Assets $ 84,478 $ 80,223 $ 87,421 $ 96,583 $ 114,059 Investments $ 14,698 $ 12,435 $ 9,444 $ 7,137 $ 7,939 Loans, net $ 48,952 $ 52,208 $ 64,351 $ 75,379 $ 88,642 Deposits $ 79,710 $ 74,092 $ 76,342 $ 83,747 $ 91,248 Shareholders’ equity $ 4,657 $ 5,806 $ 10,515 $ 12,238 $ 14,172 Book Value per Share (not in thousands) $ 6.25 $ 6.09 $ 7.67 $ 8.50 $ 9.80 Selected Ratios: ROAA -0.84% -0.76% 0.66% 1.18% 1.51% ROAe -12.68% -15.07% 7.84% 9.75% 12.46% Tier 1 Leverage Ratio 5.83% 6.80% 12.30% 12.65% 12.32% Risk-Based Capital 8.90% 10.70% 15.30% 15.85% 15.53% 25231 Paseo De Alicia, Suite 100 Laguna Hills, CA 92653 Tel: 949.768.0833 Fax: 949.768.8408 www.vtdcpa.com FRESNO LAGUNA HILLS PALO ALTO PLEASANTON RANCHO CUCAMONGA 1
  • 8. Balance Sheets December 31, 2006 and 2005 Balance Sheets December 31, 2006 and 2005 2006 2005 2006 2005 ASSETS LIABILITIES AND SHAREHOLDERS’ EQUITY Cash and Due from Banks $ 8,319,131 $ 9,063,070 Deposits: Federal Funds Sold 6,420,000 2,540,000 noninterest-Bearing Demand $ 39,148,869 $ 34,791,088 TOTAL CASH AND CASH EQUIVALENTS 14,739,131 11,603,070 Money Market and nOW Accounts 26,297,187 29,173,824 Savings 4,662,485 5,976,867 Investment Securities Available for Sale 7,938,593 7,136,798 Time Deposits under $100,000 7,757,577 4,295,576 Time Deposits $100,000 and Over 13,382,249 9,509,070 Loans: TOTAL DEPOSITS 91,248,367 83,746,425 Construction 19,419,458 14,494,004 Commercial Real estate 30,426,091 26,207,211 Federal home Loan Bank Advances 8,002,900 – Residential Real estate 11,828,163 7,782,812 Accrued Interest and Other Liabilities 636,110 598,129 Commercial 21,625,373 21,392,819 TOTAL LIABILITIES 99,887,377 84,344,554 Accounts Receivable Financing 5,059,019 5,203,411 Consumer 1,447,436 1,359,876 Commitments and Contingencies - notes 4 and 10 – – TOTAL LOANS 89,805,540 76,440,133 Shareholders’ equity: net Deferred Loan Fees ( 121,214) ( 134,401) Serial Preferred Stock - 10,000,000 Shares Authorized, Allowance for Loan Losses ( 1,042,417) ( 926,075) no Par Value, no Shares Issued and Outstanding NET LOANS 88,641,909 75,379,657 Common Stock - 10,000,000 Shares Authorized; Shares Issued and Outstanding - 1,446,537 in 2006 and 1,438,943 in 2005 14,295,587 14,207,573 Accrued Interest Receivable 403,115 338,631 Additional Paid-in Capital 82,023 – Premises and equipment 346,036 459,826 Accumulated Deficit ( 105,763) ( 1,724,787) Federal home Loan Bank Stock - at Cost 381,300 365,000 Accumulated Other Comprehensive Loss - Deferred Tax Asset 765,000 500,000 Net Unrealized Loss on Investment Securities Classified as Other Assets 844,637 800,022 Available for Sale, net of Taxes of $69,146 in 2006 ( 99,503) ( 244,336) TOTAL SHAREHOLDERS’ EQUITY 14,172,344 12,238,450 $ 114,059,721 $ 96,583,004 $ 114,059,721 $ 96,583,004 10 California Oaks State Bank The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 2006 Annual Report 11
  • 9. Statements of Income December 31, 2006 and 2005 Statement of Changes in Shareholders’ equity December 31, 2006 and 2005 2006 2005 INTEREST INCOME Interest and Fees on Loans $ 7,961,964 $ 6,063,285 Accumulated Common Stock Additional Retained Other Interest on Investment Securities 247,381 268,847 Comprehensive Number of Paid-in Earnings Comprehensive Interest on Federal Funds 355,484 152,688 Income Shares Amount Capital (Deficit) Income (Loss) Total Other Interest Income 16,194 – Balance at January 1, 2005 1,370,361 $ 13,473,484 $ – $( 2,843,784) $( 114,365) $10,515,335 TOTAL INTEREST INCOME 8,581,023 6,484,820 INTEREST EXPENSE Proceeds from exercise of Interest on Money Market, Savings and nOW Accounts 355,314 157,169 Stock Options 7,780 $ 95,668 95,668 Interest on Time Deposits 675,482 187,233 Proceeds from Sale of Stock, Other Borrowings 276,174 477 net of Costs of $13,363 60,802 638,421 638,421 TOTAL INTEREST EXPENSE 1,306,970 344,879 Comprehensive Income: NET INTEREST INCOME 7,274,053 6,139,941 net Income $ 1,118,997 1,118,997 1,118,997 Provision for Loan Losses 170,000 325,000 unrealized Losses on NET INTEREST INCOME AFTER Available-for-Sale Securities ( 129,971) ( 129,971) ( 129,971) PROVISION FOR LOAN LOSSES 7,104,053 5,814,941 Total Comprehensive Income $ 989,026 NONINTEREST INCOME Service Charges, Fees and Other Income 633,009 616,554 Gain on Sale of SBA Loans 78,755 129,417 Balance at December 31, 2005 1,438,943 14,207,573 – ( 1,724,787) ( 244,336) 12,238,450 Gain on Sale of Credit Card Loans – 20,238 Proceeds from exercise of 711,764 766,209 Stock Options 7,594 88,014 88,014 NONINTEREST EXPENSE Salaries and Employee Benefits 3,232,099 2,908,487 Stock-based Compensation 82,023 82,023 Occupancy expenses 742,376 697,756 Comprehensive Income: Furniture and equipment 206,648 245,167 net Income $ 1,619,024 1,619,024 1,619,024 Data Processing expense 538,558 533,493 Advertising and Marketing expense 219,649 155,854 unrealized Gains on Available-for-Sale Securities Professional Services 350,267 472,408 net of Taxes of $69,146 144,833 144,833 144,833 Messenger and Courier Services 115,242 102,719 Total Comprehensive Income $ 1,763,857 Insurance and Assessments 130,475 156,038 Other expenses 854,464 689,431 6,389,778 5,961,353 Balance at December 31, 2006 1,446,537 $ 14,295,587 $82,023 $( 105,763) $( 99,503) $ 14,172,344 INCOME BEFORE INCOME TAXES 1,426,039 619,797 Income Taxes (Benefit) ( 192,985) ( 499,200) NET INCOME $ 1,619,024 $ 1,118,997 NET INCOME PER SHARE - BASIC $ 1.12 $ 0.78 NET INCOME PER SHARE - DILUTED $ 1.08 $ 0.75 12 California Oaks State Bank The accompanying notes are an integral part of these financial statements. The accompanying notes are an integral part of these financial statements. 2006 Annual Report 13
  • 10. Statement of Cash Flows December 31, 2006 and 2005 notes to Financial Statements December 31, 2006 and 2005 2006 2005 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES OPERATING ACTIVITIES Nature of Operations net Income $ 1,619,024 $ 1,118,997 Adjustments to Reconcile net Income to net California Oaks State Bank (the “Bank”) generates commercial and consumer loans and receives deposits from customers located primarily in the Conejo Valley area of Ventura County, California. The Bank was formed in 1997 and commenced Cash Provided by Operating Activities: operations in 1998. The Bank has two branches, one in Thousand Oaks and one in Simi Valley. The financial information Depreciation and Amortization 261,706 283,883 for the branches has been aggregated into one reporting segment. The Bank operates under a state charter and provides full Provision for Loan Losses 170,000 325,000 banking services. As a state bank, the Bank is subject to regulation by the California Department of Financial Institutions Gain on Sale of SBA Loans ( 78,755) ( 129,417) (“DFI”) and the Federal Deposit Insurance Corporation (“FDIC”). The accounting and reporting policies of the Bank are in accordance with accounting principles generally accepted in the united States of America and conform to practices Gain on Sale of Credit Loans – ( 20,238) within the banking industry. The following are descriptions of the more significant of those polices. Stock-based Compensation 82,023 – Deferred Tax Benefit ( 193,785) ( 500,000) Use of Estimates in the Preparation of Financial Statements Other Items - net ( 73,187) 158,625 The preparation of financial statements in conformity with accounting principles generally accepted in the United States NET CASH PROVIDED BY OPERATING ACTIVITIES 1,787,026 1,236,850 of America requires management to make estimates and assumptions that affect the reported amounts of assets and INVESTING ACTIVITIES liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Purchases of Available-for-Sale Securities ( 2,000,000) – Proceeds from Maturities of Available-for-Sale Securities 1,229,892 2,099,545 The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the net Increase in Loans ( 14,703,481) ( 13,369,500) estimated losses on loans, management obtains independent appraisals for significant collateral. The Bank’s loans are Proceeds from Sale of SBA Loans 1,349,984 2,021,840 generally secured by specific items of collateral including real property, consumer assets and business assets. Proceeds from Sale of Credit Card Loans – 144,424 While management uses available information to recognize losses on loans, further reductions in the carrying amounts of Change in Correspondent Bank Stock ( 16,300) ( 652,600) loans may be necessary based on changes in local economic conditions. Because of these factors, it is reasonably possible Purchases of Premises and equipment ( 103,916) ( 99,865) that the estimated losses on loans may change materially in the near term. however, the amount of the changes that is NET CASH USED BY INVESTING ACTIVITIES ( 14,243,821) ( 9,856,156) reasonably possible cannot be estimated. FINANCING ACTIVITIES Cash and Cash Equivalents net Change in Demand Deposits and Savings Accounts 166,762 ( 2,474,122) net Change in Time Deposits 7,335,180 9,878,824 For purposes of reporting cash flows, cash and cash equivalents include cash, due from banks and federal funds sold. Generally, federal funds are sold for one-day periods. net Increase in Federal home Loan Bank Advances 8,002,900 – Proceeds from exercise of Options and Sale of Common Stock, net 88,014 734,089 Cash and Due From Banks NET CASH PROVIDED BY FINANCING ACTIVITIES 15,592,856 8,138,791 Banking regulations require that banks maintain a percentage of their deposits as reserves in cash or on deposit with the INCREASE (DECREASE) Federal Reserve Bank. The Bank complied with the reserve requirements as of December 31, 2006. IN CASH AND CASH EQUIVALENTS 3,136,061 ( 480,516) The Bank maintains amounts due from banks, which exceed federally insured limits. The Bank has not experienced any Cash and Cash equivalents at Beginning of Period 11,603,070 12,083,586 losses in such accounts. CASH AND CASH EQUIVALENTS AT END OF YEAR $ 14,739,131 $ 11,603,070 Investment Securities Supplemental Disclosures of Cash Flow Information: Investments not classified as trading securities nor as held to maturity securities are classified as available-for-sale Interest Paid $ 1,251,729 $ 260,648 securities and recorded at fair value. unrealized gains or losses on available-for-sale securities are excluded from net income and reported as an amount net of taxes as a separate component of other comprehensive income included in Taxes Paid $ 7,015 $ 800 shareholders’ equity. Premiums or discounts on held-to-maturity and available-for-sale securities are amortized or accreted into income using the interest method. Realized gains or losses on sales of held-to-maturity or available-for-sale securities are recorded using the specific identification method. Declines in the fair value of individual available-for-sale securities below their cost that are other-than-temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. 14 California Oaks State Bank The accompanying notes are an integral part of these financial statements. 2006 Annual Report 15
  • 11. notes to Financial Statements December 31, 2006 and 2005 notes to Financial Statements December 31, 2006 and 2005 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Loans Income Taxes Loans are reported at the principal amount outstanding, net of any deferred loan origination fee income and deferred Deferred income taxes are computed using the asset and liability method, which recognizes a liability or asset representing direct loan origination costs, and net of any unearned interest on discounted loans. Deferred loan origination fee income the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been and direct loan origination costs are amortized to interest income over the life of the loan using the interest method. recognized in the financial statements. A valuation allowance is established to reduce the deferred tax asset to the level Interest on loans is accrued to income daily based upon the outstanding principal balances. at which it is “more likely than not” that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate Loans for which the accrual of interest has been discontinued are designated as nonaccrual loans. Accrual of interest on character within the carryforward periods. such loans is discontinued when there exists a reasonable doubt as to the full and timely collection of either principal or interest or when principal or interest is past due 90 days, based on the contractual terms of the loan. Income on such loans Comprehensive Income is then only recognized to the extent that cash is received and where the future collection of principal is probable. Accrual of interest is resumed only when principal and interest are brought fully current and when such loans are considered to The Bank adopted SFAS no. 130, “Reporting Comprehensive Income,” which requires the disclosure of comprehensive be collectible as to both principal and interest. income and its components. Changes in unrealized gain (loss) on available-for-sale securities net of income taxes is the only component of accumulated other comprehensive income for the Bank. For impairment recognized in accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) no. 114, “Accounting by Creditors for Impairment of a Loan”, as amended by SFAS no. Earnings Per Share (EPS) 118, the entire change in the present value of expected cash flows is reported as either provision for loan losses in the same manner in which impairment initially was recognized, or as a reduction in the amount of provision for loan losses Basic ePS excludes dilution and is computed by dividing income available to common stockholders by the weighted- that otherwise would be reported. average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted into common stock or resulted in The Bank has adopted SFAS no. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments the issuance of common stock that then shared in the earnings of the entity. of Liabilities.” The Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Under this Statement, after a transfer of financial assets, an entity recognizes the Disclosure About Fair Value of Financial Instruments financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished. SFAS No. 107 specifies the disclosure of the estimated fair value of financial instruments. The Bank’s estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. To calculate the gain (loss) on sale of loans, the Bank’s investment in the loan is allocated among the retained portion of the loan, the servicing retained, the interest-only strip and the sold portion of the loan, based on the relative fair market however, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates are not value of each portion. The gain (loss) on the sold portion of the loan is recognized at the time of sale based on the difference necessarily indicative of the amounts the Bank could have realized in a current market exchange. The use of different between the sale proceeds and the allocated investment. As a result of the relative fair value allocation, the carrying value market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. of the retained portion is discounted, with the discount accreted to interest income over the life of the loan. That portion of the excess servicing fees that represent contractually specified servicing fees (contractual servicing) are reflected as Financial Instruments a servicing asset which is amortized over an estimated life using a method approximating the level yield method; in the In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of event future prepayments exceed Management’s estimates and future expected cash flows are inadequate to cover the commitments to extend credit, commercial letters of credit, and standby letters of credit as described in note 10. unamortized servicing asset, additional amortization would be recognized. The portion of excess servicing fees in excess Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred of the contractual servicing fees is reflected as interest-only (I/O) strips receivable, which are classified as interest-only or received. strips receivable available for sale and are carried at fair value. Stock-Based Compensation Allowance for Loan Losses The Bank has adopted SFAS no. 123 (R) “Shared-Based Payment.” This Statement generally requires entities to The allowance for loan losses is adjusted by charges to income and decreased by charge-offs (net of recoveries). recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments, Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, based on the grant-date fair value of those awards. This cost is recognized over the period which an employee is required known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated to provide services in exchange for the award, generally the vesting period. value of any underlying collateral, and current economic conditions. Change in Accounting Principle Premises and Equipment The Bank adopted SFAS No. 123 (R) on January 1, 2006 using the “modified prospective method.” Under this method Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed compensation expense is recognized using the fair-value method for all new stock option awards as well as any existing using the straight-line method over the estimated useful lives, which ranges from three to ten years for furniture, fixtures awards that are modified, repurchased or cancelled after January 1, 2006 and prior periods not restated. In addition, the and equipment. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of unvested portion of previously awarded options outstanding as of January 1, 2006 will also be recognized as expense over the improvements or the remaining lease term, whichever is shorter. expenditures for betterments or major repairs are the requisite service period based on the fair value of those options as previously calculated at the grant date under the capitalized and those for ordinary repairs and maintenance are charged to operations as incurred. pro-forma disclosures of SFAS no. 123. The fair value of each grant is estimated using the Black-Scholes option pricing model. During 2006 the Bank recognized pre-tax stock-based compensation expense of $82,023, as a result of adopting Advertising Costs SFAS no. 123 (R). The Bank expenses the costs of advertising in the period incurred. 16 California Oaks State Bank 2006 Annual Report 17
  • 12. notes to Financial Statements December 31, 2006 and 2005 notes to Financial Statements December 31, 2006 and 2005 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) NOTE 2. INVESTMENT SECURITIES (continued) Prior to the adoption of SFAS no. 123 (R), the Bank accounted for stock-based awards using the intrinsic value method The scheduled maturities of investment securities at December 31, 2006 were as follows: prescribed in Accounting Principles Board (“APB”) Opinion no. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, compensation cost for stock options was measured as the excess, if any, of the Available-for-Sale quoted market price of the Bank’s stock at the date of the grant over the amount an employee must pay to acquire the Amortized stock. All of the Bank’s stock option grants included exercise prices equal to the Bank’s current market price per share; Cost Fair Value accordingly, no compensation expense was reported using the intrinsic value method of APB Opinion no. 25. Due After One Year through Five Years $ 2,997,163 $ 2,969,474 had compensation cost for the Bank’s stock option plans been determined based on the fair value at the grant dates for After Five Years through Ten Years 1,000,000 985,312 awards under those plans consistent with the method of SFAS no. 123, the Bank’s net income and income per share for Mortgaged-Backed Securities 4,110,079 3,983,807 2005 would have changed to the pro forma amounts indicated below: $ 8,107,242 $ 7,938,593 2005 net Income As Reported $ 1,118,997 The Bank did not sell any of its available-for-sale securities in 2006 and 2005. Stock-Based Compensation using the Intrinsic Value Method – The unrealized losses in available-for-sale securities as of December 31, 2006 and 2005 with continuous losses present Stock-Based Compensation that would have been reported using the Fair Value Method of SFAS 123 ( 278,050) for less than twelve months and twelve months or more and their fair value is summarized below: Pro Forma $ 840,947 Less than Twelve Months Twelve Months or More Total Per Share Data: Losses Fair Value Losses Fair Value Losses Fair Value net Income - Basic December 31, 2006 As Reported $0.78 u.S. Agency Pro Forma $0.59 Securities $( 1,475) $ 998,525 $( 42,008) $ 1,955,155 $( 43,483) $ 2,953,680 Mortgaged-Backed Per Share Data: Securities – – ( 126,272) 3,983,807 ( 126,272) 3,983,807 net Income - Diluted As Reported $0.75 $( 1,475) $ 998,525 $( 168,280) $ 5,938,962 $( 169,755) $ 6,937,487 Pro Forma $0.57 December 31, 2005 u.S. Agency Securities $ – $ – $( 56,088) $ 1,939,003 $( 56,088) $ 1,939,003 Mortgaged-Backed NOTE 2. INVESTMENT SECURITIES Securities ( 16,911) 539,734 ( 171,337) 4,658,061 ( 188,248) 5,197,795 Debt and equity securities have been classified in the statements of condition according to management’s intent. $( 16,911) $ 539,734 $( 227,425) $ 6,597,064 $( 244,336) $ 7,136,798 The carrying amount of available-for-sale securities and their approximate fair values at December 31 were as follows: Gross Gross As of December 31, 2006, the Bank had twenty investment securities whose estimated fair value had declined 2.4% Amortized unrealized unrealized from the Bank’s amortized cost. Management evaluates investment securities for other-than-temporary impairment Cost Gains Losses Fair Value taking into consideration the extent and length of time the fair value has been less than cost, the financial condition of the issuer and whether the Bank has the intent and ability to retain the investment for a period of time sufficient to December 31, 2006 allow for any anticipated recovery in fair value. As of December 31, 2006, no declines in value are deemed to be other- u.S. Agency Securities $ 3,997,163 $ 1,106 $( 43,483) $ 3,954,786 than-temporary. Mortgaged-Backed Securities 4,110,079 – ( 126,272) 3,983,807 $ 8,107,242 $ 1,106 $( 169,755) $ 7,938,593 NOTE 3. LOANS December 31, 2005 Although the Bank seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, u.S. Agency Securities $ 1,995,091 $ – $( 56,088) $ 1,939,003 real estate and real estate associated businesses are among the principal industries in the Bank’s market area and, as a Mortgaged-Backed Securities 5,386,043 – ( 188,248) 5,197,795 result, the Bank’s loan and collateral portfolios are, to some degree, concentrated in those industries. $ 7,381,134 $ – $( 244,336) $ 7,136,798 Securities carried at approximately $3,280,412 and $3,500,880 at December 31, 2006 and 2005, respectively, were pledged to secure deposits of public funds and borrowing arrangements. 18 California Oaks State Bank 2006 Annual Report 19
  • 13. notes to Financial Statements December 31, 2006 and 2005 notes to Financial Statements December 31, 2006 and 2005 NOTE 3. LOANS (continued) NOTE 5. DEPOSITS A summary of the changes in the allowance for loan losses as of December 31 follows: At December 31, 2006, the scheduled maturities of time deposits are as follows: 2006 2005 Due in One Year or Less $ 21,023,627 Due from One to Five Years 116,199 Balance at Beginning of Year $ 926,075 $ 594,704 Additions to the Allowance Charged to expense 170,000 325,000 $ 21,139,826 Recoveries on Loans Charged Off 40,742 8,455 1,136,817 928,159 NOTE 6. EMPLOYEE BENEFIT PLAN Less Loans Charged Off ( 94,400) ( 2,084) The Bank adopted a 401(k) for its employees in 1999. under the plan, eligible employees may defer a portion of their $ 1,042,417 $ 926,075 salaries. The plan also provides for discretionary Bank profit sharing contributions. The Bank made a contribution of $70,991 and $8,803 for 2006 and 2005, respectively. The Bank had no significant impaired loans outstanding for the years ended December 31, 2006 and 2005. The Bank also originates loans for sale to governmental agencies and institutional investors. At December 31, 2006 and NOTE 7. INCOME TAXES 2005, the Bank was servicing approximately $2,567,099 and $2,675,833, respectively, in SBA loans previously sold. The provision for income taxes included in the statements of income as of December 31 consists of the following: NOTE 4. PREMISES AND EQUIPMENT 2006 2005 A summary of premises and equipment as of December 31 follows: Current: Federal $ – $ – 2006 2005 State 800 800 800 800 Leasehold Improvements $ 567,405 $ 496,950 Deferred ( 193,785) ( 500,000) Furniture, Fixtures, and equipment 947,807 1,068,531 1,515,212 1,565,481 $( 192,985) $( 499,200) Less Accumulated Depreciation and Amortization (1,169,176) (1,105,655) $ 346,036 $ 459,826 A comparison of the federal statutory rate to the Bank’s effective income tax rate follows: 2006 2005 The Bank has entered into leases for its bank premises, which expire at various dates through 2014. These leases include provisions for periodic rent increases as well as payment by the lessee of certain operating expenses. Rental expense Amount Rate Amount Rate relating to these leases was $523,893 (prior to $88,068 of sublease income) and $498,520 (prior to $95,758 of sublease Federal Tax Rate $ 485,000 34.0% $ 211,000 34.0% income) for the periods ended December 31, 2006 and 2005, respectively. California Franchise Taxes, net of Federal Benefit 107,000 7.5% 46,000 7.4% The approximate future minimum annual payments for these leases by year are as follows: Change in Valuation Allowance ( 793,000) ( 55.6)% ( 770,000) ( 124.2)% Other Items - net 8,015 0.6% 13,800 2.3% 2007 $ 530,119 2008 496,178 Bank’s effective Rate $( 192,985) ( 13.5)% $( 499,200) ( 80.5)% 2009 499,379 2010 499,379 2011 499,379 Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles Thereafter 1,081,987 with respect to income and expense recognition. $ 3,606,421 The Bank’s subleases are on a month-to-month basis. The minimum rental payments shown above are given for the existing lease obligations and are not a forecast of future rental expense. 20 California Oaks State Bank 2006 Annual Report 21
  • 14. notes to Financial Statements December 31, 2006 and 2005 notes to Financial Statements December 31, 2006 and 2005 NOTE 7. INCOME TAXES (continued) NOTE 9. STOCK OPTION PLAN (continued) The following is a summary of the components of the net deferred tax asset accounts recognized in the accompanying The fair value of each option granted was estimated on the date of grant using the Black-Scholes option pricing model statements of balance sheet: with the following assumptions presented below: 2006 2005 2006 2005 Deferred Tax Assets: expected Volatility 21% 21% net Operating Loss Carryforward $ 185,000 $ 875,000 expected Term 6.25 Years 6.25 Years Depreciation Differences 69,000 99,000 expected Dividends none none Allowance for Loan Loss 426,000 352,000 Risk Free Rate 4.61% 3.75% Available-for-Sale Securities 69,000 – Weighted-Average Grant Date Fair Value $ 4.85 $ 3.88 Other 38,000 10,000 787,000 1,336,000 The expected volatility is based on the historical volatility of the Bank during the year. The expected term represents the estimated average period of time that the options remain outstanding. Since the Bank does not have sufficient historical Valuation Allowance – (793,000) data on the exercise of stock options, the expected term is based on the “simplified” method that measures the expected term as the average of the vesting period and the contractual term. The risk free rate of return reflects the grant date Deferred Tax Liabilities: interest rate offered for zero coupon u.S. Treasury bonds over the expected term of the options. Other ( 22,000) ( 43,000) ( 22,000) ( 43,000) A summary of the status of the Bank’s stock option plan as of December 31, 2006 and changes during the year ending thereon is presented below: net Deferred Tax Assets $ 765,000 $ 500,000 Weighted- Weighted- Average The Bank has net operating loss carryforwards of approximately 544,000 for federal income tax purposes. net operating Average Remaining Aggregate loss carryforwards will expire in 2024 for federal income tax purposes if not previously utilized. exercise Contractual Intrinsic Shares Price Term Value NOTE 8. BORROWING ARRANGEMENTS Outstanding at Beginning of Year 278,195 $ 10.63 Granted 5,650 $ 14.80 The Bank may borrow up to $6,000,000 overnight on an unsecured basis from two correspondent banks. The Bank also exercised ( 7,594) $ 11.59 has a line of credit with the Federal home Loan Bank (FhLB) secured by certain of its loans and assets of the Bank. As Forfeited or expired ( 4,576) $ 11.62 of December 31, 2006, this line had total financing availability of approximately $28.2 million and was collateralized by loans and other assets of approximately $113.1 million. As of December 31, 2006, the Bank had advances from Outstanding at end of Year 271,675 $ 10.68 6.7 Years $ 1,717,000 FhLB totaling $8,002,900 of which $5,000,000 was advanced at 5.57%, due on January 16, 2007, and $3,002,900 was advanced at 5.42%, due on March 19, 2007. Options exercisable 240,352 $ 10.67 6.6 Years $ 1,521,000 The total intrinsic value of the options exercised during the years ended December 31, 2006 and 2005 were approximately NOTE 9. STOCK OPTION PLAN $23,000 and $13,000, respectively. As of December 31, 2006, there was $91,000 of total unrecognized compensation cost related to the outstanding stock options that will be recognized over a weighted average period of 1.3 years. The Bank’s 2006 Omnibus Stock Incentive Plan (“2006 Plan”) was approved by its shareholders on May 25, 2006. The 2006 Plan replaces the Bank’s 1998 Stock Option Plan and all existing options under the 1998 Plan became subject to the 2006 Plan. Under the 2006 Plan, directors, officers, employees and consultants may be granted options, stock appreciation NOTE 10. COMMITMENTS rights, restricted stock awards, deferred stock awards and performance units and also allows for performance objectives upon which awards may be conditioned. The maximum number of shares as to which stock awards may be granted under In the ordinary course of business, the Bank enters into financial commitments to meet the financing needs of its customers. the 2006 Plan is 429,358 shares. This reserved share amount is subject to adjustments for stock splits, stock dividends, These financial commitments include commitments to extend credit and standby letters of credit. Those instruments recapitalization or similar transactions. The 2006 Plan also provides for accelerated vesting if there is a change in control, involve to varying degrees, elements of credit and interest rate risk not recognized in the Bank’s financial statements. as defined in the Plan. The Bank recognized stock-based compensation cost of $82,023 in 2006. The Bank’s exposure to loan loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments as it does for loans reflected in the financial statements. 22 California Oaks State Bank 2006 Annual Report 23