- Quarterly Report (10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x	Quarterly Report Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended September 30, 2008

¨	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File Number: 333-135607

Canyon Bancorp

(Exact name of registrant as specified in its charter)


California		20-4346215
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1711 East Palm Canyon Drive, Palm Springs, CA 92264

(Address of principal executive offices)

(760) 325-4442

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “Accelerated Filer”, “Large Accelerated Filer” and “Smaller Reporting Company” in Rule 12b-2 of the Exchange Act. (check one):

Large Accelerated Filer ¨ Accelerated Filer ¨ Non-accelerated File ¨ Small Reporting Company x

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

Number of shares outstanding of common stock, as of November 11, 2008 is 2,911,051.

Transitional Small Business Disclosure Format (check one): Yes ¨ No x

TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION		2
ITEM 1	Financial Statements	2
	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Consolidated Statements of Comprehensive Income/(Loss) (Unaudited)	6
	Notes to Unaudited Financial Statements	7
ITEM 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
ITEM 3	Quantitative and Qualitative Disclosure about Market Risk	34
ITEM 4T	Controls and Procedures	34
PART II – OTHER INFORMATION		35
ITEM 1	Legal Procedures	35
ITEM 1a	Risk Factors	35
ITEM 2	Unregistered Sales of Equity Securities and Use of Proceeds	.35
ITEM 3	Defaults upon Senior Securities	35
ITEM 4	Submission of Matters to a Vote of Security Holders	35
ITEM 5	Other Information	35
ITEM 6	Exhibits	35
SIGNATURES		36

Part I - Financial Information

Item 1 - Financial Statements

The following interim financial statements of Canyon Bancorp (the “Company”) are as of September 30, 2008 and December 31, 2007. The Company is a bank holding company that was incorporated on January 18, 2006, under the laws of the State of California for the purpose of becoming the holding company for Canyon National Bank (the “Bank”). Shareholders of the Bank approved a one-bank holding company reorganization which was consummated on June 30, 2006, pursuant to a Plan of Reorganization entered into on February 14, 2006. All outstanding shares of the Bank’s common stock were exchanged for shares of the Company on a one-for-one basis. Additionally, the Bank issued 100 shares of common stock to the Company. Therefore, the Company owns one hundred percent of the Bank as of June 30, 2006. In addition, each outstanding stock option granted previously to purchase the Bank’s common stock was converted into an option to purchase the Company’s common stock. Prior to the reorganization, the Company did not conduct any business operations.

Financial statements for September 30, 2008 and December 31, 2007, and for the three and nine months ended September 30, 2008 and 2007, are consolidated for the Company and the Bank. These financial statements are unaudited and prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. All significant intercompany accounts and transactions have been eliminated in the consolidation. However, the financial statements reflect all adjustments (which include only normal recurring adjustments) which are, in the opinion of Management, necessary for a fair presentation of financial position, results of operations, and cash flows for the interim periods presented and are normal and recurring.

Results for the periods as presented are not necessarily indicative of results to be expected for the year as a whole.

Unaudited Consolidated Financial Statements

Consolidated Balance Sheets

As of September 30, 2008 and December 31, 2007

Consolidated Statements of Operations

For the three and nine months ended September 30, 2008 and 2007

Consolidated Statements of Cash Flows

For the nine months ended September 30, 2008 and 2007

Consolidated Statements of Comprehensive Income/(Loss)

For the three and nine months ended September 30, 2008 and 2007

Notes to the Unaudited Consolidated Financial Statements

CANYON BANCORP

Consolidated Balance Sheets

(Dollars in thousands, except per share amounts)


	9/30/2008 (Unaudited)			12/31/2007 (Audited)
Assets
Cash and cash equivalents	$	11,436		$	13,562
Investment securities available for sale		12,010			12,196
Federal Home Loan Bank and Federal Reserve Bank and Pacific Coast Bankers’ Bank restricted stock, at cost		1,786			1,890
Loans held for sale		—			123
Loans receivable, net		253,575			248,468
Furniture, fixtures and equipment		5,325			5,680
Income tax receivable		1,925			909
Deferred tax asset		1,498			1,430
Foreclosed assets		5,683			3,073
Other assets		2,189			1,825

Total Assets	$	295,427		$	289,156

Liabilities and Stockholders’ Equity
Deposits:
Demand deposits	$	67,500		$	73,961
NOW accounts		9,464			14,223
Savings and money market		81,673			79,262
Time certificate of deposits		83,766			63,181

Total Deposits		242,403			230,627

Other borrowed funds		23,341			28,160
Other Liabilities		2,220			1,795

Total Liabilities		267,964			260,582

Commitments and contingencies		—			—

Stockholders’ Equity:
Preferred stock, $5.00 par value; authorized 10,000,000 shares; none issued or outstanding		—			—
Common stock, no par value; authorized 10,000,000 shares; 2,497,360 and 2,479,927 shares issued and outstanding as of September 30, 2008 and December 31, 2007, respectively		23,639			23,513
Accumulated other comprehensive income unrealized (loss) on investment securities available-for-sale		(113	)		(15	)
Retained earnings		3,937			5,076

Total Stockholders’ Equity		27,463			28,574

Total Liabilities and Stockholders’ Equity	$	295,427		$	289,156

See accompanying notes to financial statements.

CANYON BANCORP

Consolidated Statement of Operations

(Unaudited)

For the three and nine months ended September 30, 2008 and 2007

(Dollars in thousands, except per share amounts)


	Three months ended September 30,					Nine months ended September 30,
	2008			2007		2008			2007
Interest income:
Loans receivable	$	4,333		$	5,148	$	13,607		$	14,888
Federal funds sold		26			89		133			477
Interest bearing deposits in other financial institutions		—			12		—			68
Investment securities available-for-sale		107			191		375			470

Total interest income		4,466			5,440		14,115			15,903
Interest expense:
Deposits		1,172			1,570		3,515			4,366
Other borrowed funds		178			70		655			70

Total interest expense		1,350			1,640		4,170			4,436

Net interest income		3,116			3,800		9,945			11,467
Provision for loan losses		3,280			210		5,265			410

Net interest income after provision for loan losses		(164	)		3,590		4,680			11,057

Noninterest income:
Service charges and fees		245			173		650			512
Loan related fees		57			121		198			387
Lease administration fees		83			132		301			540
Automated teller machine fees		193			173		568			520
Net loss on sale of foreclosed assets		—			—		(31	)		—
Net gain on sale of investment securities		5			—		33			—

Total noninterest income		583			599		1,719			1,959

Noninterest expenses:
Salaries and employee benefits		1,364			1,317		4,051			3,971
Occupancy and equipment expense		401			381		1,187			1,107
Professional fees		60			82		182			276
Data processing		152			147		502			430
Marketing and advertising expense		64			112		294			327
Director and shareholder expense		102			124		372			390
Foreclosed asset expense, net		220			—		627			—
Other operating expense		393			429		1,283			1,303

Total noninterest expenses		2,756			2,592		8,498			7,804

Earnings/(loss) before income taxes		(2,337	)		1,597		(2,099	)		5,212
Income tax expense/(benefit)		(987	)		648		(960	)		2,114

Net earnings/(loss)	$	(1,350	)	$	949	$	(1,139	)	$	3,098

Earnings/(Loss) Per Share:
Basic	$	(0.54	)	$	0.39	$	(0.46	)	$	1.26
Diluted	$	(0.54	)	$	0.37	$	(0.46	)	$	1.22
Weighted Average Shares Outstanding:
Basic		2,496,665			2,459,389		2,487,222			2,451,561
Diluted		2,496,665			2,536,564		2,487,222			2,541,580

See accompanying notes to consolidated financial statements.

CANYON BANCORP

Consolidated Statement of Cash Flows

(Unaudited)

For the nine months ended September 30, 2008 and 2007

(Dollars in thousands)


	2008			2007
Operating Activities:
Net earnings/(loss)	$	(1,139	)	$	3,098
Adjustment to reconcile net earnings to net cash provided by operating activities:
Amortization of deferred loan origination fees		(469	)		(677	)
Depreciation of furniture, fixtures and equipment		463			460
Amortization of premium/discounts on investment securities, net		(18	)		(10	)
Provision for loan losses		5,265			410
Decrease in provision for unfunded loan commitment losses		(10	)		—
Net gain on sale of securities available for sale		(33	)		—
Net loss on sale of other foreclosed assets		31			—
FHLB stock dividends received		(55	)		(39	)
Net decrease/(increase) in loans held for sale		123			(294	)
Change in valuation allowance for other foreclosed assets		285			—
Decrease/(increase) in other assets		(364	)		1,285
Decrease/(increase) in income tax receivable		(957	)		276
Increase in deferred income taxes		(2	)		—
Increase in other liabilities		435			704
Excess tax benefit from share-based payment arrangements		(59	)		(248	)

Net cash provided by operating activities		3,496			4,965

Investing Activities:
Net increase in loans		(14,392	)		(36,952	)
Purchase of investment securities available for sale		(10,172	)		(8,488	)
Proceeds from sale of FHLB		159			—
Proceeds from sale of securities available for sale		5,043			—
Principal repayment of investment securities available for sale		817			1,007
Proceeds from maturing/called investment securities available for sale		4,385			6,000
Decrease in interest bearing deposits in other financial institutions		—			2,000
Capitalization of costs to complete foreclosed assets		(181	)		—
Proceeds from sale of foreclosed assets		1,744			—
Purchases of premises and equipment		(108	)		(202	)

Net cash provided by/(used in) investing activities		(12,705	)		(36,635	)

Financing Activities:
Net decrease in deposits non-term deposits		(8,809	)		(3,424	)
Net increase in time certificates of deposit		20,585			7,004
Net increase/(decrease) in other borrowings		(4,819	)		20,000
Proceeds for exercise of stock options		67			106
Excess tax benefit from shared-based payment arrangements		59			248

Net cash provided by financing activities		7,083			23,934

Net Decrease in Cash and Cash Equivalents		(2,126	)		(7,736	)
Cash and Cash Equivalents at the Beginning of the Period		13,562			20,569

Cash and Cash Equivalents at the End of the Period	$	11,436		$	12,833

Supplemental Disclosure of Cash Flow Information:
Interest Paid	$	4,188		$	4,294

Taxes Paid	$	—		$	1,590

Non-Cash Investing Activities:
Change in unrealized loss on investment securities available-for-sale	$	(131	)	$	109

Transfer of loans to other foreclosed assets	$	6,277		$	—

See accompanying notes to financial statements.

CANYON BANCORP

Consolidated Statement of Comprehensive Income/(Loss)

(Unaudited)

For the three and nine months ended September 30, 2008 and 2007

(Dollars in Thousands)


	Three months ended September 30,					Nine months ended September 30,
	2008			2007		2008			2007
Net earnings/(loss)	$	(1,350	)	$	949	$	(1,139	)	$	3,098
Other comprehensive income:
Unrealized loss on investment securities available for sale, net of related income tax expense/(benefit) of ($12) and $51 for the three months ended September 30, 2008 and 2007, respectively, and ($53) and $44 for the nine months ended September 30, 2008 and 2007, respectively		(18	)		77		(78	)		65
Less reclassification adjustment for realized gains on investment securities available for sale included in net earnings, net of related income tax expense of $2 and $13 for the three and nine months ended September 30, 2008, respectively.		(3	)		—		(20	)		—

Comprehensive income/(loss)	$	(1,371	)	$	1,026		(1,237	)	$	3,163

See accompanying notes to consolidated financial statements.

Notes to the Unaudited Financial Statements

1.	The Board of Directors has declared the following stock dividends since the beginning of the periods covered by this report.


Declaration Date	Record Date	Payment Date	Rate/Type
November 27, 2007	December 11, 2007	December 26, 2007	5% stock dividend

All share and per share amounts have been restated to reflect the increased number of shares outstanding.

2.	Current Accounting Pronouncements

BUSINESS COMBINATIONS : On December 4, 2007, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 141(R), “Business Combinations,” the objective of which is to improve, simplify and converge internationally the accounting for business combinations. SFAS 141(R) improves reporting by creating greater consistency in the accounting and financial reporting of business combinations, resulting in more complete, comparable and relevant information for investors and other users of financial statements. The new standard requires the acquiring entity in a business combination to recognize all (and only) the assets acquired and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement objective for all assets acquired and liabilities assumed; and requires the acquirer to disclose to investors and other users all of the information they need to evaluate and understand the nature and financial effect of the business combination. SFAS 141(R) also will reduce the complexity of existing generally accepted accounting principles (“GAAP”). SFAS 141(R) is effective for fiscal years beginning after December 15, 2008. The Company is in the process of assessing the impact SFAS No. 141(R) would have on its financial condition and results of operations.

NONCONTROLLING INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS : Also on December 4, 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” The objective of SFAS No. 160 is to improve, simplify and converge internationally the reporting of noncontrolling interests in consolidated financial statements. SFAS No. 160 improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way—as equity in the consolidated financial statements. Moreover, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. SFAS No. 160 is effective for fiscal years beginning after December 15, 2008. However, the Company does not have any noncontrolling (minority) interests in subsidiaries at this time and does not expect SFAS No. 160 to have any impact on the financial condition, results of operations or liquidity.

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES : On March 19, 2008, FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities.” SFAS No. 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, financial performance, and cash flows. SFAS No. 161 also improves transparency about the location and amounts of derivative instruments in an entity’s financial statements; how derivative instruments and related hedged items are accounted for under Statement 133; and how derivative instruments and related hedged items affect its financial position, financial performance, and cash flows. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has historically not had derivative instruments or been involved in hedging activities and, as such, does not expect SFAS No. 161 to have any impact on financial condition, results of operations or liquidity.

HIERARCHY OF GENERALLY ACCEPTED ACCOUNTING PRINCIPLES : On May 9, 2008, FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles.” SFAS No. 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with generally accepted accounting principles (“GAAP”). Prior to the issuance of SFAS No. 162, GAAP hierarchy was defined in the American Institute of Certified Public Accountants (AICPA) Statement on Auditing Standards (SAS) No. 69, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles.” SAS No. 69 has been criticized because it is directed to the auditor rather than the entity. SFAS No. 162 addresses these issues by establishing that the GAAP hierarchy should be directed to entities because it is the entity (not its auditor) that is responsible for selecting accounting

principles for financial statements that are presented in conformity with GAAP. SFAS No. 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.” The Company does not expect SFAS No. 162 to have any impact on the presentation of its financial condition or results of operations.

FINANCIAL GUARANTEE INSURANCE CONTRACTS : On May 23, 2008, FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts,” which clarifies how FASB SFAS No. 60, “Accounting and Reporting by Insurance Enterprises,” applies to financial guarantee insurance contracts issued by insurance enterprises, including the recognition and measurement of premium revenue and claim liabilities. It also requires expanded disclosures about financial guarantee insurance contracts. The accounting and disclosure requirements of SFAS No. 163 are intended to improve the comparability and quality of information provided to users of financial statements by creating consistency in the measurement and recognition of claim liabilities. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and all interim periods within those fiscal years. Disclosures about the insurance enterprise’s risk-management activities are effective the first period beginning after issuance of the Statement. The Company does not issue financial guarantee insurance contracts and, as such, does not expect SFAS No. 163 to have any impact on financial condition, results of operations or liquidity.

3.	Share Based Compensation

The following table presents the activity related to options for the nine months ended September 30, 2008 and 2007.


	September 30, 2008							September 30, 2007
	Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in $000s)		Shares		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term	Aggregate Intrinsic Value (in $000s)
Outstanding, beginning of year	158,706		$	9.46				207,910		$	8.30
Granted	—			—				—			—
Cancelled	(88	)		21.81				(1,309	)		22.97
Exercised	(17,433	)		3.83				(27,570	)		3.83

Outstanding, end of period	141,185			10.15	3.6 Years	$	431	179,031			8.88	4.1 Years	$	2,020

Options exercisable, end of period	141,185		$	10.15	3.6 Years	$	431	179,031		$	8.88	4.1 Years	$	2,020

4.	Reclassifications

Certain reclassifications were made to prior year presentations to conform to the current year. These reclassifications are of a normal recurring nature.

5.	Adoption of New Accounting Standards

In September 2006, FASB issued SFAS No. 157, “Fair Value Measurements,” which defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. SFAS No. 157 is effective January 1, 2008. The impact of adoption was not material.

In February 2007, FASB issued SFAS No. 159, “Fair Value Option for Financial Assets and Financial Liabilities,” which permits entities to choose to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the FASB’s long-term measurement objectives for accounting for

financial instruments. This Statement also establishes presentation and disclosure requirements designed to facilitate comparisons between companies that choose different measurement attributes for similar types of assets and liabilities. The Company did not elect the fair value option for any additional financial assets or financial liabilities as of January 1, 2008.

Effective January 1, 2008, the Company determines the fair market values of certain financial instruments based on the fair value hierarchy established in SFAS No. 157, “Fair Value Measurements,” which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.

The following provides a summary of the hierarchical levels, as defined by SFAS No. 157, used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 assets and liabilities may include debt and equity securities that are traded in an active exchange market and that are highly liquid and are actively traded in over-the-counter markets.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 2 assets and liabilities may include debt securities with quoted prices that are traded less frequently than exchange-traded instruments and other instruments whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. This category generally includes U.S. Government and agency mortgage-backed debt securities, corporate debt securities, derivative contracts, residential mortgage and loans held-for-sale.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. This category generally includes certain private equity investments, retained residual interests in securitizations, residential mortgage-servicing rights (MSR), asset-backed securities (ABS), highly structured or long-term derivative contracts and certain collateralized debt obligations (CDO) where independent pricing information was not able to be obtained for a significant portion of the underlying assets.

Fair Value Measurements

The Company used the following methods and significant assumptions to estimate fair value:

•

Securities

The fair value of securities available-for-sale is determined by obtaining quoted prices on nationally recognized exchanges or matrix pricing which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather relying on the security’s relationship to other benchmark quoted securities. Based on the composition of the Company’s available for sale securities portfolio as of September 30, 2008, US Treasury notes are recurring Level 1 and all other assets are recurring Level 2.

•

Loans Held for Sale

The fair value of loans held for sale is determined, when possible, using quoted secondary market prices. If no such quoted price exists, the fair value of the loan is determined using quoted prices for a similar asset, or assets, adjusted for the specific attributes of that loan. At September 30, 2008, Loans Held for Sale are non-recurring Level 2.

•

Impaired Loans

A loan is considered impaired pursuant to SFAS No. 114, “Accounting by Creditors for Impairment of a Loan”, when it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement. Impaired loans which are collateral based are measured at the fair value of the loans collateral value. A majority of the Company’s loans are collateral dependent and, accordingly, are measured based on the fair value of such collateral. Impaired loans which are not collateral dependent are based on the present value of the expected future cash flows. The Company measures impairment on all non-accrual loans and charges-off amounts in which the carrying cost of

the loan exceeds fair value, less selling costs. Fair value of the loan’s collateral is determined by appraisals or recent transaction prices for similar collateral, adjusted for costs to liquidate collateral. As such, the Company records impaired loans as non-recurring Level 2. At September 30, 2008, substantially all of the Company’s impaired loans were evaluated based on the fair value of their underlying collateral based upon the most recent appraisal available to Management or recent transaction prices for similar collateral.

•

Foreclosed Assets

The fair value of foreclosed assets is determined, when possible, using recent appraised values of the asset less selling costs, recent transaction prices for similar assets less selling costs or listed sales prices less selling costs. As such, the Company records foreclosed assets as non-recurring Level 2.

The following table provides a summary, as of September 30, 2008, of the financial instruments the Company measures at fair value on a recurring basis:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Assets at Fair Value
Assets:
Available for sale investment securities	$	1,126	$	10,463	$	421	$	12,010

Total assets measured on a recurring basis	$	1,126	$	10,463	$	421	$	12,010

The following table provided a summary of the changes in balance sheet carrying values associated with Level 3 financial instruments during the quarter ended September 30, 2008:


	Available for Sale Investment Securities
Beginning balance	$	452
Total gains or losses (realized/unrealized) ¹ :
Included in earnings		—
Included in other comprehensive income		(21	)
Purchases, sales and principal payments		(10	)
Transfers in and/or out of level 3

Ending balance	$	421

¹	Realized or unrealized gains from the changes in values of Level 3 financial instruments represent gains from changes in values of financial instruments only for the period(s) in which the instruments were classified as Level 3.

The following table provides a summary as of September 30, 2008 of the financial instruments the Company measures at fair value on a non-recurring basis:


	Fair Value Measurements Using
	Level 1		Level 2		Level 3		Assets at Fair Value
Assets:
Loans held for sale	$	—	$	—	$	—	$	—
Impaired loans		—		10,590		—		10,590
Foreclosed assets		—		5,683		—		5,683

Total assets measured on a non-recurring basis	$	—	$	16,273	$	—	$	16,273

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is an analysis of the results of operations and financial condition of the Company for the periods ending September 30, 2008 and 2007. The analysis should be read in connection with the consolidated financial statements and notes thereto appearing elsewhere in this report and in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Form 10-K for the year ended December 31, 2007.

Forward Looking Statements

This Form 10-Q includes forward-looking statements that involve inherent risks and uncertainties. Words such as “expects”, “anticipates”, “believes”, “projects”, and “estimates” or variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed, forecast in, or implied by such forward looking statements.

A variety of factors could have a material adverse impact on the Company’s financial condition or results of operations, and should be considered when evaluating the potential future financial performance of the Bank. These include, but are not limited to, the possibility of further deterioration in economic conditions in the Coachella Valley the Company’s service area; risks associated with fluctuations in interest rates; liquidity risks; asset/liability matching risks; the competitive environment in which the Company operates and its impact upon the Company’s net interest margin; increases in non-performing assets and net credit losses that could occur, particularly in times of weak economic conditions or rising interest rates; and risks associated with the many current and future laws and regulations to which the Company is subject.

Overview

The Company is a bank holding company with a single banking subsidiary. The Company was incorporated on January 18, 2006, for the purpose of acquiring Canyon National Bank. Effective June 30, 2006, the Company acquired all of the stock of the Bank pursuant to a Plan of Reorganization, dated February 14, 2006, between the Company and the Bank. Pursuant to the Plan of Reorganization, the shares of the Bank’s common stock were exchanged for shares of the common stock of the Company on a share-for-share basis. As a result, upon the consummation of the reorganization on June 30, 2006, the Bank became a wholly-owned subsidiary of the Company and the shareholders of the Bank became the shareholders of the Company. The Bank is a national banking association which was organized on March 6, 1998, and is headquartered in Palm Springs, California. Palm Springs is located in the Coachella Valley, which is located within Riverside County in Southern California. The Bank received its charter to commence the business of banking from the Office of the Comptroller of the Currency (“OCC”) on July 10, 1998. Concurrent with OCC approval, FDIC deposit insurance became effective and began insuring depositor’s accounts up to $100,000. In July 1998, the Bank opened for business and commenced banking operations at its main office located at 1711 East Palm Canyon Drive, Palm Springs, California. In addition to its main office, the Bank has three branch offices, one in Palm Springs and two in Palm Desert. The Bank’s most recently opened branch, located at 77-933 Las Montanas Road, Palm Desert, California, commenced operations on March 23, 2006.

As of November 11, 2008, the Company’s 2,511,051 shares of Common Stock are held by 300 shareholders of record. Common Stock of the Company is traded on the OTC Bulletin Board under the symbol “CYBA”.

Critical Accounting Policies

The Company’s accounting policies are integral to understanding the results reported. Most complex accounting policies require management’s judgment to ascertain the valuation of assets, liabilities, commitments and contingencies. The Company has established detailed policies and control procedures that are intended to ensure valuation methods are well controlled and applied consistently from period to period. In addition, the policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. The following is a brief description of current accounting policies involving significant management valuation judgments.

Allowance for Loan Losses

The allowance for loan losses represents management’s best estimate of losses inherent in the existing loan portfolio. The allowance for loan losses is increased by the provision for loan losses charged to expense and reduced by loans charged-off, net of recoveries.

Management evaluates the allowance for loan losses on a monthly basis. Management believes that the allowance for loan losses is a “critical accounting estimate” because it is based upon management’s assessment of various factors affecting the collectability of the loans, including current and projected economic conditions, past credit experience, delinquency status, the value of the underlying collateral, if any, and a continuing review of the portfolio of loans and commitments.

The Company determines the appropriate level of the allowance for loan losses, primarily based on an analysis of the various components of the loan portfolio, including all significant credits on an individual basis. The loan portfolio is segmented into components. Each component would normally have similar characteristics, such as risk classification, type of loan, or collateral. The following components of the portfolio are analyzed and an allowance for loan losses is provided for:

•

All significant credits on an individual basis that are classified doubtful or substandard.

•

All other significant credits reviewed individually. If no allocation can be determined for such credits on an individual basis, they shall be provided for as part of an appropriate pool.

•

All other loans that are not included by the credit grading system in the population of loans reviewed individually, but are delinquent or are classified or designated special mention (e.g., pools of smaller delinquent, special mention and classified commercial and industrial, real estate loans).

•

Homogenous loans that have not been reviewed individually, or are not delinquent, classified, or designated as special mention (e.g., pools of real estate mortgages).

•

All other loans that have not been considered or provided for elsewhere (e.g., pools of commercial and industrial loans that have not been reviewed, classified, or designated special mention, standby letters of credit, and other off-balance sheet commitments to lend).

Although Management believes the level of the allowance at September 30, 2008 is adequate to absorb losses inherent in the loan portfolio, a continued decline in the regional economy may result in increasing losses that cannot reasonably be predicted at this time. For further information regarding the allowance for loan losses, see “Financial Condition—Allowance for Loan Losses.”

Available for Sale Securities

SFAS 115 requires that available for sale securities be carried at fair value. The Company believes this is a “critical accounting estimate” in that the fair value of a security is based on quoted market prices or if quoted market prices are not available, fair values are extrapolated from the quoted prices of similar instruments. Adjustments to the fair value of available for sale securities impact the consolidated financial statements by increasing or decreasing assets and stockholders’ equity.

Deferred Tax Assets

Deferred income taxes reflect the estimated future tax effects of temporary differences between the reported amount of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. The Company uses an estimate of future earnings to support our position that the benefit of our deferred tax assets will be realized. If future income should prove non-existent or less than the amount of the deferred tax assets within the tax years to which they may be applied, the asset may not be realized and net income will be reduced.

Financial Condition

At September 30, 2008, total assets were $295.4 million compared to $289.2 million at December 31, 2007, resulting in a $6.3 million or 2.2% increase in total assets over the nine-month period. Over this same nine-month period, net loans receivable increased $5.1 million or 2.1%, investment securities available for sale decreased by $0.2 million or 1.5% and cash and cash equivalents decreased by $2.1 million or 15.7%. At September 30, 2008 and December 31, 2007, net loans receivable comprised 85.8% and 85.9%, respectively, of total assets and represented 104.6% and 107.7%, respectively, of deposits.

Loan Portfolio

From year-end 2007, gross loans increased $5.2 million to $257.7 million at September 30, 2008. The largest loan category at September 30, 2008 is real estate loans—excluding construction loans—which constitutes 62.6% of gross loans. The next largest loan concentrations are commercial loans (23.6% of gross loans) secured by non-real estate assets or made on an unsecured basis and construction loans (11.7% of gross loans). To mitigate risks associated with construction lending, Management has modified policies and processes which have had the intended effect of reducing the construction loan portfolio from December 31, 2007 to September 30, 2008. Loans to consumers (that are not secured by real estate), including vehicle and unsecured personal loans, make up the smallest category of loans held by the Company (2.1% of gross loans). With the exception of loans to Native American entities, a majority of the Company’s loans are made to borrowers residing, or doing business, within the Coachella Valley and surrounding region. Generally, collateral securing real estate loans, with the exception of loans made to Native American entities is located within the Coachella Valley. Loans, and related collateral, if any, to Native American related entities are generally located throughout the State of California and, to a lesser extent, other Western States.

As a market niche, the Company has strategically identified lending to Native American individuals, tribal governments, and tribal related entities. It is the Company’s general policy to obtain a limited waiver of sovereign immunity to protect collateral or an income stream when collateral or a business is located on a reservation or the business is operated by a Native American government or related entity. Total loans to Native American individuals, governments and related entities at September 30, 2008 total $16.7 million, or 6.5% of gross loans, many of which are guaranteed by the United States Bureau of Indian Affairs.

The composition of the Company’s loan portfolio at September 30, 2008 and December 31, 2007 is set forth below:

Loan Portfolio Composition

(dollars in thousands)


	September 30, 2008					December 31, 2007
	Amount			Percent		Amount			Percent
Real estate:
Construction	$	30,171		11.7	%	$	46,182		18.3	%
Other		161,385		62.6	%		148,384		58.8	%
Commercial		60,688		23.6	%		53,018		21.0	%
Consumer		5,409		2.1	%		4,872		1.9	%

Gross loans		257,653		100.0	%		252,456		100.0	%

Deferred loan origination fees and costs		(739	)				(941	)
Allowance for loan losses		(3,339	)				(3,047	)

Net loans	$	253,575				$	248,468

Loans held for sale	$	—				$	123

Principal balance guaranteed by federally insured programs	$	7,767				$	8,043

Principal balance outstanding to Native American entities	$	16,667				$	17,516

The weighted average interest rate on the loan portfolio at September 30, 2008, is 6.73%. At September 30, 2008, eighty-seven percent (87%) or $224.3 million of loan principal balances incorporate variable rate terms that reference an interest rate index such as Prime Rate, London Interbank Offered Rate (LIBOR), or a United States Treasury instrument. Seventy-one percent (71%) or $158.6 million of variable rate loans are indexed to Prime Rate. The principal balance outstanding of fixed rate loans with maturity dates five years or more into the future total approximately $12.1 million and $11.0 million at September 30, 2008 and December 31, 2007, respectively.

Commercial Real Estate Loans

In December 2006, the OCC, Board of Governors of the Federal Reserve System and FDIC (the “Agencies”) issued final joint Guidance on Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices (the “Guidance”). This Guidance applies to national banks and state chartered banks and was developed to reinforce sound risk management practices for institutions with high and increasing concentrations of commercial real estate loans on their balance sheets.

For purposes of this Guidance, commercial real estate (CRE) loans are exposures secured by raw land, land development and construction (including 1-4 family residential construction, multi-family property, and nonresidential property) where the primary or significant source of repayment is derived from rental income associated with the property or the proceeds of the sale, refinancing, or permanent financing of the property.

The Guidance sets forth the following criteria to determine whether a concentration in CRE lending warrants the use of heightened risk management practices: (i) total loans for construction, land development, and other land represent one hundred percent (100%) or more of the Bank’s total capital; or (ii) total loan secured by multifamily proprieties, nonresidential properties, construction, land development, and other land represents three hundred percent (300%) or more of total capital.

Banks exceeding the threshold would be deemed to have a concentration in CRE loans and should have heightened risk management practices appropriate to the degree of CRE concentration risk of these loans in their portfolios and consistent with the Guidance. The Agencies have excluded loans secured by owner-occupied properties from the CRE definition because their risk profiles are less influenced by the condition of the general CRE market.

At September 30, 2008, the Company exceeded the Guidance threshold for construction and land loans with these loan balances comprising 165% of total capital. The Company’s ratio of total CRE loans to total capital was 293% at September 30, 2008 and was within the Guidance threshold at that date. The Company believes it has adequate risk management practices in place in that it:

has secured United States Government guarantees on certain loans to mitigate potential losses, and

has instituted an extensive funds control process to disburse construction loan proceeds, and

has capital levels in excess of the well-capitalized amounts required by federal banking authorities to support possible future losses, and

has modified its minimum underwriting standards in response to changes in real estate values and a general slowing in the local and national economies, and

has instituted a reporting process to the Board of Directors to monitor concentrations.

To mitigate risks associated with construction lending, Management has modified policies and processes which have had the intended effect of reducing the construction loan portfolio.

The table on the following page sets forth the amount of total loans outstanding as of September 30, 2008 for real estate loans by sub category and occupancy type.

Commercial Real Estate (CRE) Loans

(dollars in thousands)


	As of September 30, 2008
	Owner Occupied		Non Owner Occupied		Total
Real Estate Loans
Construction
1 to 4 family residential	$	2,119	$	11,336	$	13,455
Multifamily		—		—		—
Commercial		3,548		6,662		10,210
Land improvements		—		6,506		6,506
Other
1 to 4 family residential		16,349		16,113		32,462
Home equity lines of credit		6,748		1,500		8,248
Multifamily		—		2,559		2,559
Commercial		57,883		39,699		97,582
Unimproved land		—		20,534		20,534

Total Real Estate Loans	$	86,647	$	104,909	$	191,556

Off-Balance Sheet Arrangements

During the ordinary course of business, the Company provides various forms of credit facilities to meet the future financing needs of its clients. These commitments to provide credit represent an obligation of the Company to borrowers, which is not represented within the Company’s balance sheets. At September 30, 2008 and December 31, 2007, the Company had $46.3 million and $56.6 million, respectively, of off-balance sheet commitments to fund certain loans. The composition of unfunded off-balance sheet loan commitments at September 30, 2008 is 17.5% undisbursed construction loans funds, 63.2% unused commercial lines of credit, 5.9% unused home equity lines of credit, and 13.4% obligations under letters of credit. These commitments represent a credit risk and potential future obligation of the Company.

The effect on the Company’s revenues, expenses, cash flows and liquidity from the unused portion of loan commitments to provide credit cannot be reasonably predicted because there is no assurance that the lines of credit or other commitments will ever be used. However, unfunded commitments related to undisbursed construction loans are generally predictable in that disbursements on these loan types are used to facilitate the completion of construction of residential or commercial properties.

Non-performing Assets

Non-performing assets are comprised of loans on non-accrual status, loans restructured where the terms of repayment have been renegotiated resulting in a reduction or deferral of interest or principal, and other real estate owned (“OREO”). Loans are generally placed on non-accrual status when they become 90 days past due unless Management believes the loan is adequately collateralized and is in the process of collection. Loans may be restructured by Management when a borrower has experienced some change in financial status, causing an inability to meet the original repayment terms, and where the Company believes the borrower will eventually overcome those circumstances and repay the loan in full. OREO consists of properties acquired by foreclosure or similar means that Management intends to offer for sale.

Management’s classification of a loan as non-accrual is an indication that there is reasonable doubt as to the full collectability of principal or interest on the loan; at this point, the Company stops recognizing income from the interest on the loan and may provide an allowance for uncollected interest that had been accrued but unpaid if it is determined uncollectible or the collateral is inadequate to support such accrued interest amount. These loans may or may not be collateralized, but collection efforts are pursued.

The allowance for loan losses as a percentage of gross loans was 1.30% at September 30, 2008 and 1.21% at December 31, 2007.

At September 30, 2008, the outstanding principal balance of nonperforming assets totaled $16.3 million and included $5.7 million in foreclosed assets and $10.6 million in nonaccrual loans. Nonperforming assets have increased during the first nine months of 2008 due to the deterioration of real estate values throughout Southern California which includes the Company’s primary lending area. Loan balances are reported net of participation interests sold to others and are all sold without recourse. A majority of the nonperforming assets are construction loans located in the Company’s primary lending area. Loan balances are also reported net of charged-off amounts.

Foreclosed assets at September 30, 2008 consisted of twenty-eight residential real properties and one personal property. Nonaccrual loans consisted primarily of construction and land loans. During the third quarter 2008, the Company repossessed nine real estate properties which were collateral for nonperforming loans and sold nine real estate properties that had been repossessed.

The increase in non-performing construction loans and repossessed properties stem primarily from the borrowers inability to dispose of properties at current market price. The Company has initiated foreclosure procedures on the properties where borrowers have been unable to repay their loans in accordance with the contractual terms of the loan. The Company is in varying stages of working with borrowers in order to resolve deficiencies, and completing foreclosure actions where efforts working with the borrowers have been unsuccessful. When efforts to resolve problem loans with borrowers are unsuccessful and collateral secures the loan, foreclosure or repossession efforts are initiated.

Management has determined the fair value of the collateral securing these loans and has charged off the amount, if any, in which the recorded book value exceeds the fair value of the collateral less sales costs. Should further deterioration in collateral values occur, additional charge-offs or write-downs would be recorded. Generally, reductions in fair value of loans are recorded as charge-offs from the allowance for loan losses and reductions of fair value for repossessed assets are charged against earnings. During the first nine months of 2008, $285,000 was recorded as reductions in fair value for foreclosed assets.

The table below sets forth non-performing assets as of September 30, 2008 and 2007, and December 31, 2007, as well as adversely classified loans as of these dates. Loans classified as nonperforming may also be adversely classified, resulting in the principal balance reported in both categories.

Non-performing Assets

(dollars in thousands)


	September 30,						December 31 2007
	2008			2007			December 31 2007
Non-Performing assets
Foreclosed assets	$	5,683		$	—		$	3,073
Nonaccrual loans ¹
Real Estate:
Construction		4,988			676			562
Other		4,809			773			561
Commercial		789			—			—
Consumer		4			—			—
Loans 90 days or more past due & still accruing		—			—			—

Total Nonperforming assets: ²	$	16,273		$	1,449		$	4,196

Adversely classified loans: ¹
Substandard
Real estate
Construction		10,314			238			249
Other		5,253			2,122			1,836
Commercial		970			550			250
Consumer		4			—			2

Total substandard		16,541			2,910			2,337

Doubtful
Real estate
Construction		—			—			—
Other		—			—			—
Commercial		—			—			—
Consumer		—			—			—

Total doubtful		—			—			—

Total adversely classified loans	$	16,541		$	2,910		$	2,337

Ratio of adversely classified loans to gross loans at period end		6.4	%		1.2	%		0.9	%
Ratio of nonaccrual loans to gross loans at period		4.1	%		0.6	%		0.4	%
Ratio of allowance for loan losses to nonperforming assets ²		20.5	%		238.2	%		72.6	%
Ratio of allowance for loan losses to adversely classified assets		20.2	%		118.6	%		130.4	%

¹	Nonaccrual loan balances are generally included with adversely classified assets.

²	Nonperforming assets is defined as foreclosed assets, nonaccrual loans and loans 90 days or more past due and still accruing.

Allowance for Loan Losses

The Company maintains an allowance for loan losses at a level it considers adequate to cover the inherent risk of loss associated with its loan portfolio under prevailing economic conditions. In determining the adequacy of the allowance for loan losses, Management takes into consideration growth trends in the portfolio, examination by financial institution supervisory authorities, prior loan charge-offs, net of recoveries, experience of the Company’s lending staff, concentrations of credit risk, delinquency trends, general economic conditions, the interest rate environment, and internal and external credit reviews.

The Company assesses the adequacy of the allowance on a monthly basis. This assessment is comprised of: (i) reviewing the adversely classified loans; (ii) estimating the loss potential for adversely classified loans; and (iii) applying a risk factor to segregate loan portfolios that have similar risk characteristics.

To determine the adequacy of the allowance for loan losses, Management employs a two-dimensional model that segregates loans into categories with similar risk profiles. Major loan categories include speculative construction and land loans, owner-occupied residential construction loans, residential and commercial real estate loans, commercial loans, and consumer loans. Loan balances are further segregated into outstanding principal balance and unfunded commitment amounts. To address the risk associated with certain loans, Risk Classes are established to identify the level of risk posed by a particular loan or group of loans. Risk Classes are (in order from least to greatest risk) Exceptional, Very Good, Satisfactory, Acceptable, Watch/Special Mention, Substandard, Doubtful, and Loss. For loans adversely classified (Substandard, Doubtful or Loss), Management estimates a specific allowance amount. For loans that are not adversely classified, a Risk Factor is applied to each loan category for each Risk Class. As the risk of loss increases, the associated Risk Factor increases accordingly.

The process of providing for loan losses involves judgmental discretion, and eventual losses may therefore differ from even the most recent estimates. Due to these limitations, the Company assumes that there are losses inherent in the current loan portfolio which will be sustained, but have not yet been identified. The Company therefore attempts to maintain the allowance at an amount sufficient to cover such unknown but inherent losses.

There can be no assurance that future economic or other factors will not adversely affect borrowers, or collateral securing loans, or that the Company’s asset quality may not deteriorate through rapid growth, failure to identify and monitor potential problem loans or for other reasons, thereby causing increases to the allowance.

The table below summarizes the nine-month periods ended September 30, 2008 and 2007, and the year ended December 31, 2007, loan balances at the end of such periods and the daily average balances for the respective periods; changes in the allowance for loan losses arising from loans charged off, recoveries on loans previously charged off, additions to the allowance which have been charged against earnings, and certain ratios related to the allowance for loan losses. As set forth in the table, the Company decided to increase its allowance for loan losses by $5,265,000 for the nine months ended September 30, 2008. The reasons for this significant increase are discussed under “Results of Operations – Provision for Loan Losses”.

Allowance for Loan Losses

(dollars in thousands)


	For the Nine Months Ended September 30,						For the Year Ended December 31, 2007
	2008			2007			For the Year Ended December 31, 2007
Balances: ¹
Average gross loans outstanding during period	$	253,677		$	221,567		$	227,829
Total gross loans outstanding at end of period		257,653			244,425			252,456
Allowance for loan losses:
Balance at beginning of period		3,047			3,422			3,422
Provision for loan losses		5,265			410			1,310
Loan charge-offs
Real Estate - Construction		(2,587	)		(36	)		(782	)
Real Estate - Other		(1,294	)		(74	)		(135	)
Commercial		(1,041	)		(246	)		(746	)
Consumer		(81	)		(24	)		(24	)

Total loan charge-offs		(5,003	)		(380	)		(1,687	)

Recoveries
Real Estate - Construction		15			—			—
Real Estate - Other		—			—			1
Commercial		12			—			1
Consumer		3			—			—

Total recoveries		30			—			2

Net loan (charge-off’s)/recoveries		(4,973	)		(380	)		(1,685	)

Balance at end of period	$	3,339		$	3,452		$	3,047

Ratios:
Net loan charge-off’s/(recoveries) to average loans ²		2.61	%		0.23	%		0.74	%
Allowance for loan losses to gross loans at the end of the period		1.30	%		1.41	%		1.21	%
Net loan charge-off’s/(recoveries) to allowance for loan losses at end of period ²		198.58	%		14.68	%		55.30	%
Net loan charge-off’s/(recoveries) to provision for loan losses ²		94.45	%		92.68	%		128.63	%

¹	Excludes loans held for sale

²	Interim periods annualized

While the Company believes that its underwriting criteria are prudent, outside factors, such as a continuing deterioration in the Southern California economy as precipitated by the recent disruptions in the secondary mortgage markets and decreased demand for mortgage loans could adversely impact our credit quality. Previous outside events, such as the recession in Southern California in the early 1990’s, the Los Angeles earthquake of 1994, or slowdown in the Southern California economy in line with the slowdown immediately following the September 11 terrorist attacks, could also adversely impact credit quality. A repeat of these types of events could cause deterioration in the Company’s loan portfolio. The Company does not engage in subprime lending.

The Company attempts to mitigate collection problems by supporting its loans by collateral. The Company also utilizes outside credit review processes to independently monitor loan quality. A loan sample group is reviewed periodically at which time new loans, large loans and delinquent loans receive special attention. The use of the independent credit review process provides the Company with an objective review of Management’s identification of risk classification. To supplement Management’s internal risk classification system, loans criticized during the credit review process or in conjunction with a regulatory examination, are downgraded with appropriate allowances added, if needed.

Although Management believes the allowance for loan losses at September 30, 2008 is adequate to absorb losses from known and inherent risks in the portfolio, no assurance can be given that economic conditions, which adversely affect the Company’s service areas or other circumstances, will not result in increased losses in the loan portfolio in the future.

Investment Securities and Interest Bearing Deposits at Other Financial Institutions

The fair value of the investment security portfolio available for sale at September 30, 2008 is $12.0 million with a 4.18% yield (4.51% tax equivalent yield). This compares to a fair value of $12.2 million at December 31, 2007 with a 4.55% yield. The unrealized loss on available for sale investment securities at September 30, 2008 is $189,000 ($113,000 net of related income taxes) or 1.5% of amortized cost.

During the first nine months of 2008, principal repayments and maturities of investment securities available for sale totaled $5.2 million and purchases of investment securities totaled $10.2 million. Also during the first nine months of 2008, the Company sold $5.0 million of investment securities and recognized a gain of $33,000. Since 2006, the Company has purchased income tax-free debt securities to take advantage of their income tax advantaged status. The portfolio of tax-free securities has an average life of 13.8 years compared to an average life of approximately 11.0 years for the entire investment portfolio.

The following table summarizes the amortized cost and fair value of the Company’s available for sale investment security portfolio at September 30, 2008 and December 31, 2007. The Company has no securities classified as held to maturity or trading.

Investment Securities Available for Sale

(dollars in thousands)


	As of September 30, 2008								As of December 31, 2007
	Amortized Costs		Fair Value		Percent		Yield		Amortized Costs		Fair Value		Percent		Yield
US Treasury	$	1,126		1,127	9	%	1.96	%	$	0	$	0	0	%	3.71	%
US agencies		0	$	0	0	%	0.00	%		5,000	$	5,019	41	%	5.41	%
Mortgage-backed securities		9,062		9,032	74	%	4.53	%		3,878		3,818	32	%	4.22	%
State and municipal bonds		2,011		1,851	17	%	3.87	%		3,344		3,359	27	%	3.66	%

Total	$	12,199	$	12,010	100	%	4.18	%	$	12,222	$	12,196	100	%	4.55	%

Deposits

Total deposits at September 30, 2008 were $242.4 million compared to $230.6 million at December 31, 2007. The largest category of deposit accounts at September 30, 2008, is time deposits which make up 34.6% of total deposits. Non-interest bearing demand deposits make up 27.8% of total deposits. At September 30, 2008 and December 31, 2007, the weighted average term to maturity of certificate of deposits was 8.7 months and 7.7 months, respectively. The weighted average interest rates paid on time deposits was 3.51% and 4.70% at September 30, 2008 and December 31, 2007, respectively.

Deposits of Native American entities totaled $26.3 million and $19.8 million at September 30, 2008 and December 31, 2007, respectively. These deposits represent 10.8% and 8.6%, respectively, of total deposits.

The table below reflects the major categories of deposits as a percentage of total deposits as of September 30, 2008 and December 31, 2007.

Deposits

(dollars in thousands)


	September 30, 2008				December 31, 2007
	Amount		Percent		Amount		Percent
Demand deposits	$	67,500	27.8	%	$	73,961	32.0	%
NOW Accounts		9,464	3.9	%		14,223	6.2	%
Savings and money market		81,673	33.7	%		79,262	34.4	%
Time deposits $100,000 and greater		54,039	22.3	%		45,366	19.7	%
Time deposits less than $100,000		29,727	12.3	%		17,815	7.7	%

Total Deposits	$	242,403	100.0	%	$	230,627	100.0	%

Borrowings

The Bank is a member of the Federal Home Loan Bank of San Francisco (“FHLB-SF”). FHLB-SF has underwritten the Company to allow for a maximum borrowing capacity of 25% of assets with terms to 120 months, subject to certain terms and conditions and requiring sufficient collateral be pledged. Collateral pledged can be in the form of qualified loans or qualified investment securities. At September 30, 2008 and December 31, 2007, the Company’s borrowing limit from the FHLB-SF was $55.1 million and $63.1 million, respectively, of which $20.7 million and $28.0 million was outstanding at September 30, 2008 and December 31, 2007, respectively. The Bank also has a credit facility with the Federal Reserve Bank of San Francisco (“FRB-SF”) in which investment securities must be pledged as collateral. The Company is in process of expanding this credit facility under a program in which loans are pledged as collateral. Subsequent to the end of the quarter, this credit facility was approved by the FRB-SF, subject to certain collateral restrictions.

The following table summarizes the Company’s advances outstanding at September 30, 2008:


Amount		Type of Advance ¹	Rate		Variable/Fixed	Maturity Date	Collateral
$	5,700	Short term	1.33	%	Fixed	10/1/2008	Loans
	5,000	Short-term	5.01	%	Fixed	8/3/2009	Loans

	10,700		3.05	%

	5,000	Long term	3.96	%	Fixed	12/28/2009	Loans
	5,000	Long term	4.61	%	Fixed	9/7/2010	Loans

	10,000		4.29	%

$	20,700		3.65	%

¹	Short term advances are defined as overnight borrowings plus term advances having a maturity of less than one year. Long term advances have a maturity equal to or greater than one year.

Securities sold under agreement to repurchase, which are classified as secured borrowings, generally mature within one to four days from the transaction date. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. As of September 30, 2008 and December 31, 2007 the Company had $2,641,000 and $160,000 in securities sold under agreement to repurchase, respectively.

Results of Operations

The net loss during the three-month period ended September 30, 2008 was $1,350,000 or $0.54 per diluted share compared to net earnings of $949,000 or $0.37 per diluted share for the same quarter in 2007. Lower net earnings in the quarter ending September 30, 2008 are primarily attributable to (i) an increase in the provision for loan losses, (ii) a decrease in net interest income, and (iii) an increase in noninterest expenses – specifically foreclosed asset expense.

The net loss during the nine-month period ended September 30, 2008 was $1,139,000 or $0.46 per diluted share compared to net earnings of $3,098,000 or $1.22 per diluted share for the same period in 2007. Lower net earnings for the nine-month period are attributable to the same factors as the three-month period, described above.

Net Interest Income and Net Interest Margin

Net interest income, the principal source of earnings, represents the difference between interest and fees earned from lending and investing activities and the interest paid on deposits and other interest-bearing liabilities used to fund those activities. Variations in the pricing, volume, and mix of loans, investments and deposits and their relative sensitivity to movements in interest rates influence net interest income.

The yield earned on interest earning assets for the quarter ended September 30, 2008 was 6.69% compared to 8.46% for the quarter ended September 30, 2007. Interest bearing liability costs for the third quarter of 2008 were 2.78% compared to 3.92% for the third quarter of 2007. The net interest margin or net interest income divided by average interest earning assets for the third quarter of 2008 and 2007 was 4.67% and 5.91%, respectively.

The yield earned on interest earning assets for the nine months ended September 30, 2008 was 6.95% compared to 8.53% for the nine months ended September 30, 2007. Interest bearing liability costs for the nine-month period in 2008 was 2.93% compared to 3.83% for the same period in 2007. The net interest margin for the nine months ended September 30, 2008 and 2007 was 4.89% and 6.15%, respectively.

Lower yields on earning assets-specifically loans and fed funds sold-accounted for most of the decline in net interest income for the three-month and nine-month periods. For the three-month and nine-month periods, large decreases in interest expense on deposits were partially offset by interest expense on other borrowed funds.

The Rate Volume Analysis tables set forth the changes in net interest income and disaggregates the effects that volume, or average balances, and interest rates have on the Company’s interest earning assets and interest bearing liabilities. For the three months and nine months ended September 30, 2008, the decrease in net interest income over the same prior year periods is primarily attributable to the decrease in interest rates paid. Loans showed substantial growth, but that was not sufficient to offset the decline in rates earned and the increase in interest expense driven by the increase in volume of other borrowed funds.

The tables set forth below present the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities. They distinguish between the increase or decrease related to: (i) changes in balances, and (ii) changes in interest rates. For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to: (i) changes in volume (i.e., changes in volume multiplied by the old rate), and (ii) changes in rate (i.e., changes in rate multiplied by old volume).

Rate Volume Analysis

For the three months ended September 30, 2008 compared to September 30, 2007

(dollars in thousands)


	Increases (Decreases) Due to Changes in:
	Volume ¹			Rate ¹			Total
Interest earning assets
Loans ²	$	453		$	(1,268	)	$	(815	)
Federal funds sold		(16	)		(47	)		(63	)
Investment securities		(53	)		(43	)		(96	)

Total interest income		384			(1,358	)		(974	)

Interest bearing liabilities
NOW accounts	$	3			(30	)	$	(27	)
Savings and money market		13			(349	)		(336	)
Time deposits		163			(199	)		(36	)
Other borrowed funds		122			(13	)		109

Total interest expense		301			(591	)		(290	)

Net interest income	$	83		$	(767	)	$	(684	)

¹	Changes in the interest earned and interest paid due to both the rate and volume have been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the changes in each.

²	Loans are net of the allowance for loan losses, deferred fees and related direct costs.

Rate Volume Analysis

For the nine months ended September 30, 2008 compared to September 30, 2007

(dollars in thousands)


	Increases (Decreases) Due to Changes in:
	Volume ¹			Rate ¹			Total
Interest earning assets
Loans ²	$	1,979		$	(3,260	)	$	(1,281	)
Federal funds sold		(156	)		(188	)		(344	)
Investment securities		(175	)		12			(163	)

Total interest income		1,648			(3,436	)		(1,788	)

Interest bearing liabilities
NOW accounts	$	9			(107	)	$	(98	)
Savings and money market		265			(879	)		(614	)
Time deposits		209			(348	)		(139	)
Other borrowed funds		594			(9	)		585

Total interest expense		1,077			(1,343	)		(266	)

Net interest income	$	571		$	(2,093	)	$	(1,522	)

¹	Changes in the interest earned and interest paid due to both the rate and volume have been allocated to the change due to volume and the change due to rate in proportion to the relationship of the absolute dollar amounts of the changes in each.

²	Loans are net of the allowance for loan losses, deferred fees and related direct costs.

The tables set forth below show the Company’s average balances of interest-earning assets, interest-earning liabilities, interest income and expense; the average yield or rate for each category of interest-earning assets and interest-bearing liabilities; and the net interest spread and the net interest margin for the periods indicated:

Distribution, Yield and Rate Analysis of Net Income

(dollars in thousands)


	Three-months ended September 30, 2008						Three-months ended September 30, 2007
	Average Balance		Interest Income/ Expense		Yield/ Cost ¹		Average Balance		Interest Income/ Expense		Yield/ Cost ¹
Interest earning assets
Loans ²	$	253,480	$	4,333	6.88	%	$	231,616	$	5,148	8.82	%
Federal funds sold		5,277		26	1.98	%		6,734		89	5.24	%
Investment securities		9,698		107	4.44	%		16,889		203	4.77	%

Total interest-earning assets		268,455		4,466	6.69	%		255,239		5,440	8.46	%

Non-interest earning assets		25,140						14,932

Total assets	$	293,595					$	270,171

Interest bearing liabilities
NOW deposits	$	11,118	$	13	0.47	%	$	10,389	$	40	1.53	%
Savings deposits and money market		86,207		427	1.99	%		85,826		763	3.53	%
Time deposits		80,774		731	3.64	%		63,911		767	4.76	%
Other borrowed funds		17,206		179	4.18	%		5,670		70	4.90	%

Total interest-bearing liabilities		195,305		1,350	2.78	%		165,796		1,640	3.92	%

Demand deposits		67,587						74,428
Non-interest-bearing liabilities		2,153						2,364

Total liabilities		265,045						242,588

Stockholders’ equity		28,550						27,583

Total liabilities and stockholders’ equity	$	293,595					$	270,171

Net interest spread ³			$	3,116	3.91	%			$	3,800	4.53	%
Net interest margin ⁴					4.67	%					5.91	%

¹	Interest rates for interim periods have been annualized

²	Excludes allowance for loan losses

³	Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities

⁴	Represents net interest income as a percentage of average interest-earning assets

Distribution, Yield and Rate Analysis of Net Income

(dollars in thousands)


	Nine months ended September 30, 2008						Nine months ended September 30, 2007
	Average Balance		Interest Income/ Expense		Yield/ Cost ¹		Average Balance		Interest Income/ Expense		Yield/ Cost ¹
Interest earning assets
Loans ²	$	253,162	$	13,607	7.18	%	$	221,067	$	14,888	9.00	%
Federal funds sold		7,000		133	2.54	%		12,181		477	5.24	%
Investment securities		11,251		375	4.45	%		15,914		538	4.52	%

Total interest-earning assets		271,413		14,115	6.95	%		249,162		15,903	8.53	%

Non-interest earning assets		23,328						16,289

Total assets	$	294,741					$	265,451

Interest bearing liabilities
NOW deposits	$	12,628	$	61	0.65	%	$	11,897	$	159	1.79	%
Savings deposits and money market		90,235		1,476	2.18	%		80,526		2,090	3.47	%
Time deposits		67,088		1,978	3.94	%		60,594		2,117	4.67	%
Other borrowed funds		20,264		655	4.32	%		1,911		70	4.90	%

Total interest-bearing liabilities		190,215		4,170	2.93	%		154,928		4,436	3.83	%

Demand deposits		73,666						81,910
Non-interest-bearing liabilities		2,072						2,174

Total liabilities		265,953						239,012

Stockholders’ equity		28,788						26,439

Total liabilities and stockholders’ equity	$	294,741					$	265,451

Net interest spread ³			$	9,945	4.02	%			$	11,467	4.71	%
Net interest margin ⁴					4.89	%					6.15	%

¹	Interest rates for interim periods have been annualized

²	Excludes allowance for loan losses

³	Represents the average rate earned on interest-earning assets less the average rate paid on interest-bearing liabilities

⁴	Represents net interest income as a percentage of average interest-earning assets

Non-interest income

Non-interest income for the three months ended September 30, 2008 totaled $583,000 compared to $599,000 for the three months ended September 30, 2007. For the nine-month periods ended September 30, 2008 and 2007, non-interest income totaled $1,719,000 and $1,959,000, respectively. For the three-month period, service charges and fees and automated teller machine fees increased $72,000 and $20,000, respectively, whereas loan related fees and lease administration fees decreased $64,000 and $49,000 respectively. For the nine-month period, service charges and fees and automated teller machine fees increased $138,000 and $48,000, respectively, while loan related fees and lease administration fees decreased $189,000 and $239,000, respectively. The increase in service charges and fees is related to the increase in the number of deposit accounts serviced and an improvement in the Company’s collection of fees. ATM fees are related to ATM servicing relationships with local casinos. Lower lease administration fees are directly related to real estate transactions volume which has declined significantly in 2008.

Loan related fees are made up of two primary revenue drivers: mortgage banking fees and fees earned on originating certain government guaranteed loans, primarily Section 184 loan fees as discussed below. Mortgage banking activity generated fee revenues of $27,400 during the third quarter of 2008 compared to $16,300 generated during the third quarter of the prior year. For the nine-month periods in 2008 and 2007, mortgage banking fees were $101,400 and $76,100, respectively.

In 2005, the Company expanded its tribal services division by offering loans pursuant to the U.S. Department of Housing and Urban Development’s Indian Home Loan Guarantee Program (Section 184 loans). Congress established this program in 1994 and it was designed to offer home ownership, property rehabilitation, and new construction opportunities for eligible Native American tribes, Native American authorities, and Native American individuals. To qualify for a loan under this program, borrowers and properties must meet pre-established criteria. The Company acts as a broker in originating HUD Section 184 loans in fifteen Western states. The Company does not retain or service loans originated under this program. Section 184 fees were $5,400 and $78,600 for the third quarter of 2008 and 2007, respectively, and $57,200 and $246,300 for the nine months ended September 30, 2008 and 2007, respectively.

In addition to mortgage banking and Section 184 fees, the Company also generates loan related fees for loan servicing activities on loan participations sold to others and servicing fees derived from certain loans guaranteed by the Bureau of Indian Affairs.

Non-interest Expense

For the quarter ended September 30, 2008 and 2007, noninterest expenses totaled $2,756,000 and $2,592,000, respectively. For the nine months ended September 30, 2008 and 2007, non-interest expenses totaled $8,498,000 and $7,804,000, respectively. Most of the increase in noninterest expenses is attributable to foreclosed asset expense, which represents $220,000 of the $164,000 increase in noninterest expenses for the three-month period and $627,000 of the $694,000 increase in noninterest expenses for the nine-month period. Foreclosed asset expense includes a valuation adjustment of $285,000 that was recorded during the second quarter of 2008 to reduce foreclosed assets to fair value. Additional increases in non-interest expenses for the nine months are primarily attributed to expansion of facilities and equipment, data processing and additional personnel employed to service the Company’s larger loan/deposit portfolios and products, offset by a decrease in estimated professional fees – related to consultant expenses for the implementation of the Sarbanes-Oxley Act of 2002 – and marketing and advertising expense.

The table below reflects noninterest income, noninterest expense, and net noninterest expense.

Non-Interest Income and Non-Interest Expense

(dollars in thousands)


	Three months ended September 30,										Nine months ended September 30,
	2008					2007					2008					2007
	Amount			% of Total		Amount			% of Total		Amount			% of Total		Amount			% of Total
Non-interest income:
Service charges and fees	$	245		42	%	$	173		29	%	$	650		38	%		512		25	%
Loan related fees		57		10	%		121		20	%		198		11	%		387		20	%
Lease administration fees		83		14	%		132		22	%		301		18	%		540		28	%
Automated teller machine fees		193		33	%		173		29	%		568		33	%		520		27	%
Net loss of sale of foreclosed assets		—		0	%		—		0	%		(31	)	-2	%		—		0	%
Net gain on sale of investment securities		5		1	%		—		0	%		33		2	%		—		0	%

Total noninterest income		583		100	%		599		100	%		1,719		100	%		1,959		100	%


Non-interest expenses:
Salaries and employee benefits		1,364		49	%		1,317		51	%		4,051		48	%		3,971		51	%
Occupancy and equipment expense		401		15	%		381		15	%		1,187		14	%		1,107		14	%
Professional fees		60		2	%		82		3	%		182		2	%		276		4	%
Data processing		152		6	%		147		6	%		502		6	%		430		5	%
Marketing and advertising expense		64		2	%		112		4	%		294		4	%		327		4	%
Directors and shareholders expense		102		4	%		124		5	%		372		4	%		390		5	%
Foreclosed asset expense, net		220		8	%		—		0	%		627		7	%		—		0	%
Other operating expense		393		14	%		429		16	%		1,283		15	%		1,303		17	%

Total noninterest expenses:		2,756		100	%		2,592		100	%		8,498		100	%		7,804		100	%

Net non-interest expense	$	2,173				$	1,993				$	6,779				$	5,845

Net non-interest expense as a percentage of average total assets (annualized)		2.94	%				2.93	%				3.07	%				2.94	%

Provision for Loan Losses

For the quarter ended September 30, 2008, the provision for loan losses the Company charged against current period earnings was $3,280,000 compared to $210,000 for the prior year’s same quarter. For the nine months ended September 30, 2008 and 2007, the provision for loan losses charged against earnings was $5,265,000 and $410,000, respectively. The slowing of local and national real estate markets led to downgrading a number of construction loans to substandard and/or non-accrual. The Company made a substantial provision for loan losses against current period earnings to provide for these substandard loans and to replenish the allowance for loans charged-off during the first nine months of 2008. As a result of this provision and as of September 30, 2008, based on current information Management deems the level of its allowance for loan losses at September 30, 2008 to be adequate.

Provisions for loan losses are made monthly in anticipation of credit risks, which are inherent in the business of making loans. The Company sets aside an allowance for loan losses through charges to earnings. The charges are reflected in the income statement as provision for loan losses. The provision for loan losses represents the amount charged against current period earnings to achieve an allowance for loan losses that in Management’s judgment is adequate to absorb losses inherent in the Company’s loan portfolio. The procedures for monitoring the adequacy of the allowance, as well as detailed information concerning the allowance itself, are included above under “Allowance for Loan Losses.”

Liquidity

At September 30, 2008 and December 31, 2007, the Company had 7.9% and 8.9%, respectively, of total assets in cash and cash equivalents, Federal Funds sold, interest-bearing deposits in other financial institutions and investment securities. Management deems this level of liquidity, combined with borrowing capacity, sufficient to support and meet the immediate and anticipated cash needs of the Company. The Company’s sources of liquidity include deposits inflows, repayments of loans and securities, sales/calls/maturities of investment securities, reduction in Federal Funds sold, and borrowing funds from the FRB-SF, the FHLB-SF, or through repurchase agreement lines established. As a member of the FHLB-SF, the Company may borrow funds on up to 25% of its assets. Borrowing from the FHLB-SF must be collateralized by either qualified loans or investment securities. Uses of liquidity include funding loans, deposit outflows and the purchase of investment securities and fixed assets. More information is provided above under “Borrowings”.

Provision for Income Taxes

The credit for income taxes was $987,000 for the quarter ended September 30, 2008, compared to a provision for income taxes of $648,000 for the quarter ended September 30, 2007. For the nine months ended September 30, 2008 the credit for income taxes was $960,000, compared to a provision for income taxes of $2,114,000 for the nine months ended September 30, 2007. The decrease in the income tax provision is commensurate with the decline in pre-tax income, and includes a California Enterprise Zone Hiring Tax Credit of $59,000 recorded during the second quarter 2008 for California state income taxes.

The Company’s effective tax rate, as reported and net of the California Enterprise Zone Hiring Tax Credit, was 42.2% and 40.6% for the third quarter of 2008 and 2007, respectively, and 45.7% and 40.6% for the first nine months of 2008 and 2007, respectively. Excluding the California Enterprise Zone Hiring Tax Credit, the Company’s effective tax rate was 39.7% and 42.9% for the three-month and nine-month periods ended September 30, 2008, respectively.

Asset Liability Management and Interest Rate Sensitivity

Interest Rate Risk

The principal objective of interest rate risk management is to manage the financial components of the Company’s assets and liabilities so as to optimize net income under varying interest rate environments. The focus of this process (often referred to as “asset/liability management”) is the development, analysis, implementation and monitoring of earnings enhancement strategies that provide stable earnings and capital levels during periods of changing interest rates.

The Company manages the balance between rate-sensitive assets and rate-sensitive liabilities being repriced in any given period with the objective of stabilizing net interest income during periods of fluctuating interest rates. The Company considers its rate-sensitive assets to be those which either contain a provision to adjust the interest rate periodically or mature within one year. These assets include certain loans, certain investment securities and federal funds sold. Rate-sensitive liabilities are those which allow for periodic interest rate changes and include time certificates, certain savings and interest-bearing demand deposits. The difference between the aggregate amount of assets and liabilities that are repricing at various time frames is called the interest rate sensitivity “gap.” Generally if repricing assets exceed repricing liabilities in any given time period, the Company would be deemed to be “asset–sensitive” for that period. If repricing liabilities exceed repricing assets in a given time period, the Company would be deemed to be “liability-sensitive” for that period. The Company intends to seek to maintain a balanced position over the period of one year in which it has no significant asset or liability sensitivity to ensure net interest margin stability in times of volatile interest rates. This will be accomplished by maintaining a significant level of loans and deposits available for repricing within one year.

The change in net interest income may not always follow the general expectations of an “asset-sensitive” or “liability-sensitive” balance sheet during periods of changing interest rates. This possibility results from interest rates earned or paid changing by differing increments and at different time intervals for each type of interest-sensitive asset and liability.

Net interest income simulation . As of September 30, 2008, the Company used a simulation model to measure the estimated changes in net interest income that would result over the next 12 months from increasing and decreasing interest rates. This model is

an interest rate management tool and the results are not necessarily an indication of our future net interest income. This model has inherent limitations and these results are based on a given set of rate changes and assumptions at one point in time. The model assumes no growth in either the Company’s interest-sensitive assets or liabilities over the next 12 months; therefore, the results reflect an interest rate shock to a static balance sheet.

This analysis calculates the difference between net interest income forecasted using both increasing and decreasing interest rate scenarios and net interest income forecasted using a base market interest rate. In order to arrive at the base case, the Company’s balance sheet, at September 30, 2008, was extended one year and any assets and liabilities that would contractually reprice or mature during that period were repriced using the products’ pricing as of September 30, 2008. Changes that may vary significantly from these assumptions include loan and deposit growth or contraction, changes in the mix of earning assets or funding sources, and future asset/liability management decisions, all of which may have significant effects on the Company’s net interest income.

The table below presents, as of September 30, 2008, forecasted net interest income and net interest margin for the next twelve months using a base market interest rate and the estimated change to the base scenario given incremental upward and downward movements in interest rates of 100, 200 and 300 basis points.


Interest rate scenario	Estimated Net Interest Income		Percentage Change From Base		Estimated Net Interest Margin		Estimated Net Interest Margin Change From Base
	(Dollars in thousands)
Up 300 basis points	$	13,285	4.3	%	4.83	%	0.16	%
Up 200 basis points	$	13,105	2.8	%	4.77	%	0.10	%
Up 100 basis points	$	12,931	1.5	%	4.71	%	0.04	%
BASE CASE	$	12,742			4.67	%
Down 100 basis points	$	12,694	-0.4	%	4.62	%	-0.05	%
Down 200 basis points	$	12,576	-1.3	%	4.58	%	-0.09	%
Down 300 basis points	$	12,194	-4.3	%	4.44	%	-0.23	%

The simulation results indicate the Company’s interest rate risk position was asset sensitive as the simulated impact of an upward movement in interest rates would result in increases in net interest income over the next 12 month period while a downward movement in interest rates would result in a decrease in net interest income over the next 12 months.

Market Value of Equity

The Company measures the impact of market interest rate changes on the net present value of estimated cash flows from its assets, liabilities and off-balance sheet items, defined as market value of equity, using a simulation model. This simulation model assesses the changes in the market value of the Company’s interest-sensitive financial instruments that would occur in response to an immediate and sustained increase or decrease in market rates of 100, 200 and 300 basis points. This analysis assigns significant value to noninterest-bearing deposit balances. The projections are by their nature forward-looking and therefore inherently uncertain, and include various assumptions regarding cash flows and interest rates. This model in an interest rate risk management tool and the results are not necessarily an indication of the Company’s actual future results. Actual results may vary significantly from model results. Loan prepayments and deposit attrition, changes in the mix of earning assets or funding sources, and future asset/liability management decisions, among others, may vary significantly from our assumptions.

The base case is determined by applying various current market discount rates to the estimated cash flows from different types of assets, liabilities and off-balance sheet items existing at September 30, 2008. The table below shows the projected change in the market value of equity for the set of rate shocks presented as of September 30, 2008:


Interest rate scenario	Estimated Market Value		Percentage Change From Base		Percentage of Total Assets		Ratio of Estimated Market Value to Book Value
	(Dollars in thousands)
Up 300 basis points	$	39,740	-4.8	%	13.52	%	144.70	%
Up 200 basis points	$	40,511	-3.0	%	13.66	%	147.51	%
Up 100 basis points	$	41,099	-1.5	%	13.74	%	149.65	%
BASE CASE	$	41,746			13.83	%	152.01	%
Down 100 basis points	$	43,601	4.4	%	14.26	%	158.76	%
Down 200 basis points	$	44,261	6.0	%	14.34	%	161.17	%
Down 300 basis points	$	40,236	-3.6	%	12.95	%	146.51	%

The results of the market value of equity model indicate that an increase in interest rates would decrease the Company’s market value of equity from the base case while a decrease in interest rates would increase the market value of equity.

Gap Analysis

As part of the interest rate management process, the Company uses a gap analysis. A gap analysis provides information about the volume and repricing characteristics and relationship between the amounts of interest-sensitive assets and interest-bearing liabilities at a particular point in time. An effective interest rate strategy attempts to match the volume of interest-sensitive assets and interest-bearing liabilities repricing over different time intervals. The table below illustrates the volume and repricing characteristics of the Company’s balance sheet, at September 30, 2008, over the indicated time intervals.

Interest Rate Sensitivity Analysis

as of September 30, 2008

(dollars in thousands)


	Amounts Subject to Repricing Within
	3 months and less			3-12 months			1-5 years			After 5 years			Total
Interest-earning assets
Loans receivable ^{1, 2}	$	107,495		$	38,856		$	85,120		$	15,591		$	247,062
Investment securities available for sale ³		5,418			2,138			1,217			3,237			12,010

Total		112,913			40,994			86,337			18,828			259,072


Interest-bearing liabilities
NOW accounts		9,464			—			—			—			9,464
Savings and money market		81,673			—			—			—			81,673
Time deposits $100,000 and greater		16,234			31,035			6,770			—			54,039
Time deposits less than $100,000		7,131			19,884			2,712			—			29,727
Other borrowings		8,341			5,000			10,000			—			23,341

Total	$	122,843		$	55,919		$	19,482		$	—		$	198,244

Interest rate sensitivity gap	$	(9,930	)	$	(14,925	)	$	66,855		$	18,828		$	60,828
Cumulative interest rate sensitivity gap	$	(9,930	)	$	(24,855	)	$	42,000		$	60,828
Cumulative interest rate sensitivity gap ratio (based on total assets)		-3.4	%		-8.4	%		14.2	%		20.6	%

¹	Excludes deferred loan origination fees and costs.

²	Excludes non-accrual loans and allowance for loan losses.

³	Excludes investments in equity securities which has no stated maturity.

Capital Resources and Adequacy

Shareholders’ equity was $27.5 million or 9.29% of total assets at September 30, 2008. The ratio of shareholders equity to total assets at December 31, 2007 was 9.88%. The Bank’s capital level exceeded the regulatory defined minimum capital requirement of Tier 1 and Tier 2 capital to total assets and/or risk-weighted assets at September 30, 2008 and December 31, 2007. Furthermore, all capital ratios exceed the regulatory minimum requirements for a “Well Capitalized” institution. The Prompt Corrective Action Guidelines to the FDIC Improvement Act (“FDICIA”) requires a “Well Capitalized” financial institution to maintain a Leverage Capital Ratio of 5.0% or greater; a Tier 1 Risk-Based Capital Ratio of 6% or greater; and a Total Risk-Based Capital Ratio of 10.0% or greater, provided that such institution is not subject to a regulatory order, agreement or directive to meet and maintain a specified capital level.

The Bank’s capital amounts and ratios, as of September 30, 2008 and December 31, 2007, are presented in the following table:

Regulatory Capital

(dollars in thousands)


	September 30, 2008
	Tier 1 Capital			Tier 1 Risk-Based Capital		Risk-Based Capital
Actual capital:
Amount	$	26,651		26,651		29,867
Ratio		9.1	%	10.4	%	11.6	%

FDICIA well capitalized required capital:
Amount	$	14,640		15,425		25,709
Ratio		5.0	%	6.0	%	10.0	%

FDICIA adequately capitalized required capital:
Amount	$	11,712		10,284		20,567
Ratio		4.0	%	4.0	%	8.0	%


	December 31, 2007
	Tier 1 Capital			Tier 1 Risk-Based Capital		Risk-Based Capital
Actual capital:
Amount	$	27,700		27,700		30,857
Ratio		9.8	%	10.7	%	11.9	%

FDICIA well capitalized required capital:
Amount	$	14,096		15,528		25,880
Ratio		5.0	%	6.0	%	10.0	%

FDICIA adequately capitalized required capital:
Amount	$	11,277		10,352		20,704
Ratio		4.0	%	4.0	%	8.0	%

The following table reconciles the Bank’s capital in accordance with generally accepted accounting principles to its Tier 1 leveraged, Tier 1 risk-based and risk-based capital as of September 30, 2008 and December 31, 2007:

Regulatory Capital

(dollars in thousands)


	September 30, 2008			December 31, 2007
Capital in accordance with generally accepted accounting principles	$	26,538		$	27,685
Adjustments for Tier 1 capital and Tier 1 risk based capital - unrealized (loss) on investment securities available for sale		(113	)		(15	)

Total Tier 1 capital and Tier 1 risk-based capital		26,651			27,700
Adjustments for risk-based capital - allowance for credit losses ¹		3,216			3,157

Total risk-based capital	$	29,867		$	30,857

¹	Limited to 1.25% of risk-weighted assets.

The Company is a “small bank holding company” under the Federal Reserve Board’s guidelines, and thus qualifies for an exemption from the consolidated risk-based and leverage capital adequacy guidelines applicable to bank holding companies with assets of $500 million or more. However, while not required to do so under the Federal Reserve Board’s capital adequacy guidelines, the Company still maintained levels of capital on a consolidated basis which qualified it as “well capitalized” as of September 30, 2008.

On October 28, 2008 the Company privately sold 413,691 shares of common stock at $9.50 per share, representing aggregate consideration of $3,930,000. The shares were sold to directors, executive officers and the Company’s largest shareholder, the Agua Caliente Band of Cahuilla Indians.

Regulatory Matters

On September 15, 2008 the members of the Board of the Bank entered into a formal written agreement (the “Agreement”) with the Office of the Comptroller of the Currency (“OCC”) to address certain issues raised by the most recent regulatory examination by the OCC. The Bank’s high level of nonperforming loans has negatively impacted earnings and operations. The Bank increased the allowance for loan losses as of September 30, 2008 due to increases in nonperforming loans. In the event of increases in nonperforming loan levels in the future, the allowance for loan losses will increase accordingly, which will adversely impact the Bank’s financial condition and results of operations. Pursuant to the Agreement, the Bank has agreed to (i) develop a three-year capital plan; (ii) restrict payment of dividends; (iii) develop a program to ensure that the risk associated with the Bank’s loans and other assets are properly reflected and accounted for on the Bank’s books and records; (iv) adopt and implement a written program of policies and procedures with respect to appraisals and evaluations of real estate that secures the Bank’s loans; (v) adopt a revised commercial real estate lending policy; (vi) participate in loan participations only as consistent with safe and sound banking practices and OCC guidelines; (vii) adopt a written asset diversification program consistent with OCC policies with respect to concentrations of credit; (viii) establish a program for the maintenance of an appropriate allowance for loan and lease losses; (ix) take steps to control the liquidity risk of the Bank; and (x) take prompt action to protect the Bank’s criticized assets.

We have addressed substantially all of the requirements of the Agreement. The Agreement requires substantial board and management resources to be devoted to its compliance. The failure to comply with the terms of the Agreement can result in significant penalties. Generally, the Agreement will only be terminated after a subsequent examination substantiates complete correction of the underlying issues.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Please see the section above titled “Asset/Liability Management and Interest Rate Sensitivity” in “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” which provides an update to the Company’s quantitative and qualitative disclosure about market risk. This analysis should be read in conjunction with text under the caption “Interest Rate Risk Management” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, which text is incorporated here by reference. This analysis of market risk and market-sensitive financial information contains forward-looking statements and is subject to the disclosure at the beginning of Item 2 regarding such forward- looking information.

Item 4T.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company’s Chief Executive Officer and its Chief Financial Officer, after evaluating the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) as of the end of the period covered by this report (the “Evaluation Date”), have concluded that as of the Evaluation Date, the Company’s disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company would be made known to them by others within the Company, particularly during the period in which this quarterly report was being prepared.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no significant changes in the Company’s internal controls over financial reporting that occurred in the third quarter of 2008 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II - Other Information

Item 1 - Legal Proceedings

As of September 30, 2008, the Company was not a party to any significant legal proceedings.

Item 1a- Risk Factors

Not applicable

Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3 - Defaults upon Senior Securities

Not applicable

Item 4 - Submission of Matters to a Vote of Security Holders

Not applicable

Item 5 - Other Information

Not applicable

Item 6 - Exhibits

31.1

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Signatures

In accordance with the requirements of the Exchange Act, the Company has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


				Canyon Bancorp
				(Registrant)

Date: November 14, 2008				/s/ Stephen G. Hoffmann
				Stephen G. Hoffmann
				President and Chief Executive Officer

				/s/ Jonathan J. Wick
				Jonathan J. Wick
				Executive Vice President and
				Chief Financial Officer

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