e10vk
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-K
|
|
|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
|
For the fiscal year ended
December 31, 2007
|
or
|
o
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
|
|
|
For the transition period
from N/A to N/A
|
Commission file number 1-10140
CVB FINANCIAL CORP.
(Exact name of registrant as
specified in its charter)
|
|
|
California
|
|
95-3629339
|
(State or other jurisdiction
of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
701 N. Haven Avenue, Suite 350
Ontario, California
|
|
91764
(Zip Code)
|
(Address of Principal Executive
Offices)
|
|
|
Registrants telephone number, including area code
(909) 980-4030
Securities registered pursuant to Section 12(b) of the
Act:
|
|
|
Title of Class
|
|
Name of Each Exchange on Which Registered
|
Common Stock, no par value
Preferred Stock Purchase Rights
|
|
NASDAQ Stock Market, LLC
NASDAQ Stock Market, LLC
|
Securities registered pursuant to Section 12(g) of the
Act:
None
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes þ No o
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the
Act. Yes o No þ
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 þ No o
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of
Regulation S-K
is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or
information statements incorporated by reference in
Part III of this
Form 10-K
or any amendment to this
Form 10-K. o
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 the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
|
|
|
|
Large
accelerated
filer þ
|
Accelerated
filer o
|
Non-accelerated
filer o
|
Smaller
reporting
company o
|
(Do
not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company
(as defined in
Rule 12b-2
of the
Act) Yes o No þ
As of June 30, 2007, the aggregate market value of the
common stock held by non-affiliates of the registrant was
approximately $933,180,796.
Number of shares of common stock of the registrant outstanding
as of February 15, 2008: 84,164,906.
|
|
|
Documents Incorporated By Reference
|
|
Part of
|
|
Definitive Proxy Statement for the Annual Meeting of
Stockholders which will
be filed within 120 days of the fiscal year ended
December 31, 2007
|
|
Part III of
Form 10-K
|
CVB
FINANCIAL CORP.
2007
ANNUAL REPORT ON
FORM 10-K
TABLE OF
CONTENTS
1
INTRODUCTION
Certain statements in this report constitute
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities and Exchange Act of 1934, as
amended, or Exchange Act, and as such involve risk and
uncertainties. These forward-looking statements relate to, among
other things, expectations of the environment in which we
operate, projections of future performance, perceived
opportunities in the market and strategies regarding our mission
and vision. Our actual results may differ significantly from the
results discussed in such forward-looking statements. Factors
that might cause such a difference include but are not limited
to economic conditions, competition in the geographic and
business areas in which we conduct our operations, fluctuations
in interest rates, credit quality, ability to access funding
resources, and government regulation. For additional information
concerning these factors, see Item 1A. Risk
Factors and any additional information we set forth in our
periodic reports filed pursuant to the Securities Exchange Act
of 1934, as amended. We do not undertake any obligation to
update our forward-looking statements to reflect occurrences or
unanticipated events or circumstances arising after the date of
such statement except as required by law.
PART I
CVB
Financial Corp.
CVB Financial Corp. (referred to herein on an unconsolidated
basis as CVB and on a consolidated basis as
we or the Company) is a bank holding
company incorporated in California on April 27, 1981 and
registered under the Bank Holding Company Act of 1956, as
amended (the Bank Holding Company Act). The Company
commenced business on December 30, 1981 when, pursuant to a
reorganization, it acquired all of the voting stock of Chino
Valley Bank. On March 29, 1996, Chino Valley Bank changed
its name to Citizens Business Bank (the Bank). The
Bank is our principal asset. The Company has three other
inactive subsidiaries: CVB Ventures, Inc.; Chino Valley Bancorp;
and ONB Bancorp. The Company is also the common stockholder of
CVB Statutory Trust I, CVB Statutory Trust II, CVB
Statutory Trust III, and FCB Trust I and II. CVB
Statutory Trusts I and II were created in December 2003 and
CVB Statutory Trust III was created in January 2006 to
issue trust preferred securities in order to raise capital for
the Company. The Company acquired FCB Trust I and II
(which were also created to raise capital) through the
acquisition of First Coastal Bancshares (FCB) in
June 2007.
CVBs principal business is to serve as a holding company
for the Bank and for other banking or banking related
subsidiaries, which the Company may establish or acquire. We
have not engaged in any other activities to date. As a legal
entity separate and distinct from its subsidiaries, CVBs
principal source of funds is, and will continue to be, dividends
paid by and other funds advanced from the Bank. Legal
limitations are imposed on the amount of dividends that may be
paid and loans that may be made by the Bank to CVB. See
Item 1. Business Supervision and
Regulation Dividends and Other Transfers of
Funds. At December 31, 2007, the Company had
$6.29 billion in total consolidated assets,
$3.50 billion in net loans and $3.36 billion in
deposits.
On June 22, 2007, we acquired First Coastal Bancshares
(FCB). The Company issued 1,605,523 common shares
and $18.0 million in cash to FCB shareholders in connection
with the acquisition. FCB had total assets of
$190.7 million, total loans of $140.0 million and
total deposits of $193.5 million as of the acquisition
date, June 22, 2007. FCB had four offices, in Manhattan
Beach, El Segundo, Marina Del Rey, and Gardena. These four
offices are operating as business financial centers of the Bank.
The acquisition was not considered significant to the overall
financial position of the Company.
The principal executive offices of CVB and the Bank are located
at 701 North Haven Avenue, Suite 350, Ontario,
California. Our phone number is
(909) 980-4030.
Citizens
Business Bank
The Bank commenced operations as a California state chartered
bank on August 9, 1974. The Banks deposit accounts
are insured under the Federal Deposit Insurance Act up to
applicable limits. The Bank is not a member of
2
the Federal Reserve System. At December 31, 2007, the Bank
had $6.28 billion in assets, $3.50 billion in net
loans and $3.36 billion in deposits.
As of December 31, 2007, we had 44 Business Financial
Centers located in the San Bernardino County, Riverside
County, Orange County, Los Angeles County, Madera County, Fresno
County, Tulare County, and Kern County areas of California. Of
the 44 offices, we opened thirteen as de novo branches and
acquired the other thirty-one in acquisition transactions. In
2007, we acquired four offices through the acquisition of FCB
and opened one de novo branch in Stockton, California.
Through our network of banking offices, we emphasize
personalized service combined with a full range of banking and
trust services for businesses, professionals and individuals
located in the service areas of our offices. Although we focus
the marketing of our services to small-and medium-sized
businesses, a full range of retail banking services are made
available to the local consumer market.
We offer a wide range of deposit instruments. These include
checking, savings, money market and time certificates of deposit
for both business and personal accounts. We also serve as a
federal tax depository for our business customers.
We provide a full complement of lending products, including
commercial, agribusiness, consumer, real estate loans and
equipment and vehicle leasing. Commercial products include lines
of credit and other working capital financing, accounts
receivable lending and letters of credit. Agribusiness products
are loans to finance the operating needs of wholesale dairy farm
operations, cattle feeders, livestock raisers, and farmers. We
provide lease financing for municipal governments. Financing
products for consumers include automobile leasing and financing,
lines of credit, and home improvement and home equity lines of
credit. Real estate loans include mortgage and construction
loans.
We also offer a wide range of specialized services designed for
the needs of our commercial accounts. These services include
cash management systems for monitoring cash flow, a credit card
program for merchants, courier
pick-up and
delivery, payroll services, electronic funds transfers by way of
domestic and international wires and automated clearinghouse,
and on-line account access. We make available investment
products to customers, including mutual funds, a full array of
fixed income vehicles and a program to diversify our
customers funds in federally insured time certificates of
deposit of other institutions.
We offer a wide range of financial services and trust services
through CitizensTrust (formerly known as Financial Advisory
Services Group). These services include fiduciary services,
mutual funds, annuities, 401K plans and individual investment
accounts.
Business
Segments
We are a community bank with two reportable operating segments:
Business Financial Centers (branches) and Treasury Department.
Our Business Financial Centers are the focal points for customer
sales and services. As such, these Business Financial Centers
comprise the biggest segment of the Company. Our other
reportable segment, Treasury Department manages all of the
investments for the Company. All administrative and other
smaller operating departments are combined into
Other category for reporting purposes. See the
sections captioned Results of Segment Operations in
Item 7. Managements Discussion and Analysis of
Financial Condition and Results of Operations and
Note 19 Business Segments in the notes to
consolidated financial statements.
Competition
The banking and financial services business is highly
competitive. The increasingly competitive environment faced by
banks is a result primarily of changes in laws and regulation,
changes in technology and product delivery systems, and the
accelerating pace of consolidation among financial services
providers. We compete for loans, deposits, and customers with
other commercial banks, savings and loan associations, savings
banks, securities and brokerage companies, mortgage companies,
insurance companies, finance companies, money market funds,
credit unions, and other nonbank financial service providers.
Many competitors are much larger in total assets and
capitalization, have greater access to capital markets,
including foreign-ownership,
and/or offer
a broader range of financial services.
3
Economic
Conditions, Government Policies, Legislation, and
Regulation
Our profitability, like most financial institutions, is
primarily dependent on interest rate differentials. In general,
the difference between the interest rates paid by us on
interest-bearing liabilities, such as deposits and other
borrowings, and the interest rates received by us on our
interest-earning assets, such as loans to customers and
securities held in the investment portfolio, will comprise the
major portion of our earnings. These rates are highly sensitive
to many factors that are beyond our control, such as inflation,
recession and unemployment, and the impact which future changes
in domestic and foreign economic conditions might have on us
cannot be predicted.
Our business is also influenced by the monetary and fiscal
policies of the federal government and the policies of
regulatory agencies, particularly the Board of Governors of the
Federal Reserve System (the FRB). The FRB implements
national monetary policies (with objectives such as curbing
inflation and combating recession) through its open-market
operations in U.S. Government securities by adjusting the
required level of reserves for depository institutions subject
to its reserve requirements, and by varying the target federal
funds and discount rates applicable to borrowings by depository
institutions. The actions of the FRB in these areas influence
the growth of bank loans, investments, and deposits and also
affect interest earned on interest-earning assets and interest
paid on interest-bearing liabilities. The nature and impact on
us of any future changes in monetary and fiscal policies cannot
be predicted.
From time to time, federal and state legislation is enacted
which may have the effect of materially increasing the cost of
doing business, limiting or expanding permissible activities, or
affecting the competitive balance between banks and other
financial services providers. We cannot predict whether or when
potential legislation will be enacted, and if enacted, the
effect that it, or any implementing regulations, would have on
our financial condition or results of operations. In addition,
the outcome of any investigations initiated by state authorities
or litigation raising issues such as whether state laws are
preempted by federal law may result in necessary changes in our
operations, additional regulation and increased compliance costs.
Supervision
and Regulation
General
We and our subsidiaries are extensively regulated under both
federal and certain state laws. This regulation and supervision
by the federal and state banking agencies is intended primarily
for the protection of depositors and the deposit insurance fund
and not for the benefit of stockholders. Set forth below is a
summary description of key laws and regulations which relate to
our operations. These descriptions are qualified in their
entirety by reference to the applicable laws and regulations.
The
Company
As a bank holding company, we are subject to regulation and
examination by the FRB under the Bank Holding Company Act of
1956, as amended (the BHCA). We are required to file
with the FRB periodic reports and such additional information as
the FRB may require.
The FRB may require us to terminate an activity or terminate
control of or liquidate or divest certain subsidiaries,
affiliates or investments if the FRB believes the activity or
the control of the subsidiary or affiliate constitutes a
significant risk to the financial safety, soundness or stability
of any bank subsidiary. The FRB also has the authority to
regulate provisions of certain bank holding company debt,
including the authority to impose interest ceilings and reserve
requirements on such debt. Under certain circumstances, we must
file written notice and obtain FRB approval prior to purchasing
or redeeming our equity securities. Further, we are required by
the FRB to maintain certain levels of capital. See Capital
Standards.
We are required to obtain prior FRB approval for the acquisition
of more than 5% of the outstanding shares of any class of voting
securities or substantially all of the assets of any bank or
bank holding company. Prior FRB approval is also required for
the merger or consolidation of a bank holding company with
another bank holding company. Similar state banking agency
approvals may also be required. Certain competitive, management,
financial and other factors are considered by the bank
regulatory agencies in granting these approvals.
4
With certain exceptions, bank holding companies are prohibited
from acquiring direct or indirect ownership or control of more
than 5% of the outstanding voting shares of any company that is
not a bank or bank holding company and from engaging directly or
indirectly in activities other than those of banking, managing
or controlling banks, or furnishing services to subsidiaries.
However, subject to prior notice or FRB approval, bank holding
companies may engage in any, or acquire shares of companies
engaged in, those nonbanking activities determined by the FRB to
be so closely related to banking or managing or controlling
banks as to be a proper incident thereto.
It is the policy of the FRB that each bank holding company serve
as a source of financial and managerial strength to its
subsidiary bank or banks. A bank holding companys failure
to meet its obligations to serve as a source of strength to its
subsidiary banks will generally be considered by the FRB to be
an unsafe and unsound banking practice or a violation of FRB
regulations or both. The FRBs bank holding company rating
system emphasizes risk management and evaluation of the
potential impact of nondepository entities on safety and
soundness.
We are also a bank holding company within the meaning of the
California Financial Code. As such, the Company and its
subsidiaries are subject to examination by, and may be required
to file reports with, the California Department of Financial
Institutions (DFI).
The
Bank
As a California chartered bank, the Bank is subject to primary
supervision, periodic examination, and regulation by the DFI and
the Federal Deposit Insurance Corporation (FDIC), as
well as certain regulations promulgated by the FRB. If, as a
result of an examination, the FDIC determines that the financial
condition, capital resources, asset quality, earnings prospects,
management, liquidity, or other aspects of our banking
operations are unsatisfactory or that we are violating or have
violated any law or regulation, various remedies are available
to the FDIC, including the power to enjoin unsafe or
unsound practices; restrict the Banks growth
geographically, by products and services, or by mergers and
acquisitions; require affirmative action to correct any
conditions resulting from any violation or practice; issue an
administrative order that can be judicially enforced, to direct
an increase in capital, to restrict our growth; assess civil
monetary penalties; remove officers and directors; and
ultimately to terminate deposit insurance, which would result in
a revocation of the Banks charter. See Safety and
Soundness Standards.
The DFI also possesses broad powers to take corrective and other
supervisory actions to resolve the problems of California
state-chartered banks. These enforcement powers include cease
and desist orders, the imposition of fines, the ability to take
possession of the Bank and the ability to close and liquidate
the Bank.
Changes such as the following in federal or state banking laws
or the regulations, policies or guidance of the federal or state
banking agencies could have an adverse cost or competitive
impact on our bank operations:
(i) In December, 2006, the federal banking agencies issued
final guidance to reinforce sound risk management practices for
bank holding companies and banks in commercial real estate (CRE)
loans which establishes CRE concentration thresholds as criteria
for examiners to identify CRE concentration that may warrant
further analysis. The implementation of these guidelines could
result in increased reserves and capital costs for banks with
CRE concentration. The Banks CRE portfolio as
of December 31, 2007 would meet the definition of CRE
concentration as set forth in the guidelines. The Bank analyzes
this concentration on a quarterly basis and monitors same
through various reports it prepares. The Bank believes that it
complies with the analytical and monitoring expectations as set
forth in the aforementioned guidance. Furthermore, this
concentration is considered in the methodology for the Allowance
for Credit Losses.
(ii) In September, 2006, the federal banking agencies
issued final guidance on alternative residential mortgage
products that allow borrowers to defer repayment of principal
and sometimes interest, including interest-only
mortgage loans, and payment option adjustable rate
mortgages where a borrower has flexible payment options,
including payments that have the potential for negative
amortization. While acknowledging that innovations in mortgage
lending can benefit some consumers, the final guidance states
that management should (1) assess a borrowers ability
to repay the loan, including any principal balances added
through negative amortization, at the fully indexed rate that
would apply after the introductory period, (2) recognize
that certain nontraditional mortgages are untested in a stressed
environment and warrant strong risk
5
management standards as well as appropriate capital and loan
loss reserves, and (3) ensure that borrowers have
sufficient information to clearly understand loan terms and
associated risks prior to making a product or payment choice.
The Bank believes its products and disclosures are in
conformance with the requirements of the guidance.
(iii) Pursuant to the Financial Services Regulatory Relief
Act of 2006, the Securities and Exchange Commission
(SEC) and the FRB have released, as
Regulation R, joint rules to implement exceptions provided
for in the Gramm-Leach-Bliley Act (GLBA) for bank
securities activities which banks may conduct without
registering with the SEC as securities brokers or moving such
activities to a broker-dealer affiliate. The FRBs final
Regulation R provides exceptions for networking
arrangements with third party broker-dealers and authorizes
compensation for bank employees who refer and assist retail and
high net worth bank customers with their securities, including
sweep accounts to money market funds, and with related trust,
fiduciary, custodial and safekeeping needs. The final rules
which will not be effective until 2009 and are not expected to
have a material effect on the current securities activities
which the Bank currently conducts for customers.
Because California permits commercial banks chartered by the
state to engage in any activity permissible for national banks,
the Bank can form subsidiaries to engage in the many so-called
closely related to banking or nonbanking
activities commonly conducted by national banks in operating
subsidiaries, but also expanded financial activities to the same
extent as a national bank, subject to the state or FDIC
requirements. However, in order to form a financial subsidiary,
the Bank must be well-capitalized;
well-managed and in satisfactory compliance with the
Community Reinvestment Act. Further, the Bank must exclude from
its assets and equity all equity investments, including retained
earnings, in a financial subsidiary. The assets of the
subsidiary may not be consolidated with the Banks assets.
The Bank must also have policies and procedures to assess
financial subsidiary risk and protect the Bank from such risks
and potential liabilities and would be subject to the same
capital deduction, risk management and affiliate transaction
rules as applicable to national banks. Generally, a financial
subsidiary is permitted to engage in activities that are
financial in nature or incidental thereto, even
though they are not permissible for the national bank to conduct
directly within the Bank. The definition of financial in
nature includes, among other items, underwriting, dealing
in or making a market in securities, including, for example,
distributing shares of mutual funds. The subsidiary may not,
however, under present law engage as principal in underwriting
insurance (other than credit life insurance), issue annuities or
engage in real estate development or investment or merchant
banking.
Interstate
Banking and Branching
Subject to certain size limitations under the Riegle-Neal
Interstate Banking Act, bank holding companies and banks have
the ability to acquire and merge with banks in other states;
and, subject to certain state restrictions, banks may also
acquire or establish new branches outside their home states.
Interstate branches are subject to certain laws of the states in
which they are located.
The
Sarbanes-Oxley Act
The Sarbanes-Oxley Act of 2002 addressed accounting oversight
and corporate governance matters and, among other things,
|
|
|
|
|
required executive certification of financial presentations;
|
|
|
|
increased requirements for board audit committees and their
members;
|
|
|
|
enhanced disclosure of controls and procedures and internal
control over financial reporting;
|
|
|
|
enhanced controls on, and reporting of, insider trading; and
|
|
|
|
increased penalties for financial crimes and forfeiture of
executive bonuses in certain circumstances.
|
The legislation and its implementing regulations have resulted
in increased costs of compliance, including certain outside
professional costs. To date these costs have not had a material
impact on our operations.
6
Dividends
and Other Transfers of Funds
Dividends from the Bank constitute the principal source of
income to the Company. An FRB policy statement provides that a
bank holding company should pay cash dividends only to the
extent that the holding companys net income for the past
year is sufficient to cover both the cash dividends and a rate
of earnings retention that is consistent with the holding
companys capital needs, asset quality and overall
financial condition. The policy statement also provides that it
would be inappropriate for a company experiencing serious
financial problems to borrow funds to pay dividends.
Furthermore, under the federal prompt corrective action
regulations, the FRB may prohibit a bank holding company from
paying any dividends if the holding companys bank
subsidiary is classified as undercapitalized. See
Prompt Corrective Action and Other Enforcement
Mechanisms below.
The Bank is subject to various statutory and regulatory
restrictions on its ability to pay dividends. Under such
restrictions, the amount available for payment of dividends to
the Company by the Bank totaled $98.6 million at
December 31, 2007. In addition, the banking agencies have
the authority to prohibit the Bank from paying dividends,
depending upon the Banks financial condition, if such
payment is deemed to constitute an unsafe or unsound practice.
The federal banking agencies have adopted risk-based minimum
capital guidelines for bank holding companies and banks which
are intended to provide a measure of capital that reflects the
degree of risk associated with a banking organizations
operations for both transactions reported on the balance sheet
as assets and transactions which are recorded as off balance
sheet items. The risk-based capital ratio is determined by
classifying assets and certain off-balance sheet financial
instruments into weighted categories, with higher levels of
capital being required for those categories perceived as
representing greater risk. Under the capital guidelines, a
banking organizations total capital is divided into tiers.
Tier I capital consists of (1) common
equity, (2) qualifying noncumulative perpetual preferred
stock, (3) a limited amount of qualifying cumulative
perpetual preferred stock and (4) minority interests in the
equity accounts of consolidated subsidiaries (including
trust-preferred securities), less goodwill and certain other
intangible assets. Qualifying Tier I capital may consist of
trust-preferred securities, subject to certain criteria and
quantitative limits for inclusion of restricted core capital
elements in Tier I capital . Tier II
capital consists of hybrid capital instruments, perpetual
debt, mandatory convertible debt securities, a limited amount of
subordinated debt, preferred stock and trust-preferred
securities that do not qualify as Tier I capital, a limited
amount of the allowance for loan and lease losses and a limited
amount of unrealized holding gains on equity securities.
Tier III capital consists of qualifying
unsecured subordinated debt. The sum of Tier II and
Tier III capital may not exceed the amount of Tier I
capital.
The risk-based capital guidelines require a minimum ratio of
qualifying total capital to risk-adjusted assets of 8% and a
minimum ratio of Tier 1 capital to risk-adjusted assets of
4%. In addition to the risk-based guidelines, the federal bank
regulatory agencies require banking organizations to maintain a
minimum amount of Tier 1 capital to total assets, referred
to as the leverage ratio. For a banking organization rated in
the highest of the five categories used by regulators to rate
banking organizations, the minimum leverage ratio of Tier 1
capital to total assets must be 3%.
The federal banking agencies possess broad power under the
Federal Deposit Insurance Act, or FDI Act, to take prompt
corrective action to resolve the problems of insured
depository institutions, including but not limited to those
institutions that fall within any undercapitalized category.
Each federal banking agency has promulgated regulations defining
the following five categories in which an insured depository
institution will be placed, based on its capital ratios:
|
|
|
|
|
well capitalized;
|
|
|
|
adequately capitalized;
|
|
|
|
undercapitalized;
|
|
|
|
significantly undercapitalized; and
|
|
|
|
critically undercapitalized.
|
7
The regulations use an institutions risk-based capital,
leverage capital and tangible capital ratios to determine the
institutions capital classification. An institution is
treated as well capitalized if its total capital to
risk-weighted assets ratio is 10.00% or more; its core capital
to risk-weighted assets ratio is 6.00% or more; and its core
capital to adjusted total assets ratio is 5.00% or more. The
regulatory capital guidelines as well as our actual
capitalization on a consolidated basis and for the Bank as of
December 31, 2007 are set forth below and confirm that both
the Bank and the Company capital ratios exceed the minimum
percentage of the federal bank regulatory agencies for being
deemed well capitalized.
The following table presents the amounts of regulatory capital
and the capital ratios for the Company, compared to its minimum
regulatory capital requirements as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007
|
|
|
|
Actual
|
|
|
Required
|
|
|
Excess
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Amounts in thousands)
|
|
|
Leverage ratio
|
|
$
|
461,864
|
|
|
|
7.6
|
%
|
|
$
|
244,372
|
|
|
|
4.0
|
%
|
|
$
|
217,492
|
|
|
|
3.6
|
%
|
Tier 1 risk-based ratio
|
|
$
|
461,864
|
|
|
|
11.0
|
%
|
|
$
|
168,410
|
|
|
|
4.0
|
%
|
|
$
|
293,454
|
|
|
|
7.0
|
%
|
Total risk-based ratio
|
|
$
|
502,770
|
|
|
|
11.9
|
%
|
|
$
|
336,864
|
|
|
|
8.0
|
%
|
|
$
|
165,906
|
|
|
|
3.9
|
%
|
The following table presents the amounts of regulatory capital
and the capital ratios for the Bank, compared to its minimum
regulatory capital requirements as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2007
|
|
|
|
Actual
|
|
|
Required
|
|
|
Excess
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Amounts in thousands )
|
|
|
Leverage ratio
|
|
$
|
435,857
|
|
|
|
7.1
|
%
|
|
$
|
244,520
|
|
|
|
4.0
|
%
|
|
$
|
191,337
|
|
|
|
3.1
|
%
|
Tier 1 risk-based ratio
|
|
$
|
435,857
|
|
|
|
10.4
|
%
|
|
$
|
167,799
|
|
|
|
4.0
|
%
|
|
$
|
268,058
|
|
|
|
6.4
|
%
|
Total risk-based ratio
|
|
$
|
471,762
|
|
|
|
11.2
|
%
|
|
$
|
335,774
|
|
|
|
8.0
|
%
|
|
$
|
135,988
|
|
|
|
3.2
|
%
|
The current risk-based capital guidelines are based upon the
1988 capital accord of the International Basel Committee on
Banking Supervision. A new international accord, referred to as
Basel II, which emphasizes internal assessment of credit, market
and operational risk; supervisory assessment and market
discipline in determining minimum capital requirements,
currently becomes mandatory for large international banks
outside the U.S. in 2008, and is optional for others, and
must be complied with in a parallel run for two
years along with the existing Basel I standards. A separate rule
is expected to be released and issued in final by the federal
regulatory agencies in 2008 to offer U.S. banks that will
not adopt Basel II an alternative standardized
approach under Basel II option and address concerns that
the Basel II framework may offer significant competitive
advantages for the largest U.S. and international banks.
The U.S. banking agencies have indicated, however, that
they will retain the minimum leverage requirement for all
U.S. banks.
The Federal Deposit Insurance Act (FDI Act) gives
the federal banking agencies the additional broad authority to
take prompt corrective action to resolve the
problems of insured depository institutions that fall within any
undercapitalized category, including requiring the submission of
an acceptable capital restoration plan. The federal banking
agencies have also adopted non-capital safety and soundness
standards to assist examiners in identifying and addressing
potential safety and soundness concerns before capital becomes
impaired. The guidelines set forth operational and managerial
standards relating to: (i) internal controls, information
systems and internal audit systems, (ii) loan
documentation, (iii) credit underwriting, (iv) asset
quality and growth, (v) earnings, (vi) risk
management, and (vii) compensation and benefits.
FDIC
Insurance
Through the Deposit Insurance Fund (DIF), the FDIC insures
our customer deposits up to prescribed limits for each
depositor. The amount of FDIC assessments paid by each DIF
member institution is based on its relative risk of default as
measured by regulatory capital ratios and other supervisory
factors. The FDIC may increase or decrease the assessment rate
schedule on a semi-annual basis. The Federal Deposit Insurance
Reform Act of 2006, or FDIRA, and implementing regulations
provide for changes in the formula and factors to be considered
by the
8
FDIC in calculating the FDIC reserve ratio, assessments and
dividends, including business line concentrations and risk of
failure and severity of loss in the event of failure. It is
unclear whether the FDIC may need to increase assessments in the
near term or longer term to address the risks and costs of any
increase in bank failures.
The FDIC may terminate a depository institutions deposit
insurance upon a finding that the institutions financial
condition is unsafe or unsound or that the institution has
engaged in unsafe or unsound practices that pose a risk to the
DIF or that may prejudice the interest of the banks
depositors. The termination of deposit insurance for the Bank
would also result in the revocation of the Banks charter
by the DFI.
Loans-to-One
Borrower Limitations
With certain limited exceptions, the maximum amount of
obligations, secured or unsecured, that any borrower (including
certain related entities) may owe to a California state bank at
any one time may not exceed 25% of the sum of the
shareholders equity, allowance for loan losses, capital
notes and debentures of the bank. Unsecured obligations may not
exceed 15% of the sum of the shareholders equity,
allowance for loan losses, capital notes and debentures of the
bank. The Bank has established internal loan limits which are
lower than the legal lending limits for a California bank.
Extensions
of Credit to Insiders and Transactions with
Affiliates
The Federal Reserve Act and FRB Regulation O place
limitations and conditions on loans or extensions of credit to:
|
|
|
|
|
a bank or bank holding companys executive officers,
directors and principal shareholders (i.e., in most cases, those
persons who own, control or have power to vote more than 10% of
any class of voting securities);
|
|
|
|
any company controlled by any such executive officer, director
or shareholder; or
|
|
|
|
any political or campaign committee controlled by such executive
officer, director or principal shareholder.
|
Such loans and leases:
|
|
|
|
|
must comply with
loan-to-one-borrower
limits;
|
|
|
|
require prior full board approval when aggregate extensions of
credit to the person exceed specified amounts;
|
|
|
|
must be made on substantially the same terms (including interest
rates and collateral) and follow credit-underwriting procedures
no less stringent than those prevailing at the time for
comparable transactions with non-insiders;
|
|
|
|
must not involve more than the normal risk of repayment or
present other unfavorable features; and
|
|
|
|
in the aggregate limit not exceed the banks unimpaired
capital and unimpaired surplus.
|
California has laws and the DFI has regulations which adopt and
also apply Regulation O to the Bank.
The Bank also is subject to certain restrictions imposed by
Federal Reserve Act Sections 23A and 23B and FRB
Regulation W on any extensions of credit to, or the
issuance of a guarantee or letter of credit on behalf of, any
affiliates, the purchase of, or investments in, stock or other
securities thereof, the taking of such securities as collateral
for loans, and the purchase of assets of any affiliates.
Affiliates include parent holding companies, sister banks,
sponsored and advised companies, financial subsidiaries and
investment companies whereby the Banks affiliate serves as
investment advisor. Sections 23A and 23B and
Regulation W generally:
|
|
|
|
|
prevent any affiliates from borrowing from the Bank unless the
loans are secured by marketable obligations of designated
amounts;
|
|
|
|
limit such loans and investments to or in any affiliate
individually to 10.0% of the Banks capital and surplus;
|
|
|
|
limit such loans and investments to or in any affiliate in the
aggregate to 20.0% of the Banks capital and
surplus; and
|
9
|
|
|
|
|
requires such loans and investments to or in any affiliate to be
on terms and under conditions substantially the same or at least
as favorable to the Bank as those prevailing for comparable
transactions with nonaffiliated parties.
|
Additional restrictions on transactions with affiliates may be
imposed on the Bank under the FDI Act prompt corrective action
provisions and the supervisory authority of the federal and
state banking agencies.
USA
PATRIOT Act and Anti-Money Laundering Compliance
The USA PATRIOT Act of 2001 and its implementing regulations
significantly expanded the anti-money laundering and financial
transparency laws, including the Bank Secrecy Act. The Bank has
adopted comprehensive policies and procedures to address the
requirements of the USA PATRIOT Act. Material deficiencies in
anti-money laundering compliance can result in public
enforcement actions by the banking agencies, including the
imposition of civil money penalties and supervisory restrictions
on growth and expansion. Such enforcement actions could also
have serious reputation consequences for the Company and the
Bank.
Consumer
Laws
The Bank and the Company are subject to many federal and state
consumer protection statutes and regulations and laws
prohibiting unfair or fraudulent business practices, untrue or
misleading advertising and unfair competition, including:
|
|
|
|
|
The Home Ownership and Equity Protection Act of 1994, or HOEPA,
requires extra disclosures and consumer protections to borrowers
from certain lending practices, such as practices deemed to be
predatory lending.
|
|
|
|
Privacy policies are required by federal and state banking laws
regulations which limit the ability of banks and other financial
institutions to disclose nonpublic information about consumers
to nonaffiliated third parties.
|
|
|
|
The Fair Credit Reporting Act, as amended by the Fair and
Accurate Credit Transactions Act, or the FACT Act, requires
financial firms to help deter identity theft, including
developing appropriate fraud response programs, and gives
consumers more control of their credit data.
|
|
|
|
The Equal Credit Opportunity Act, or ECOA, generally prohibits
discrimination in any credit transaction, whether for consumer
or business purposes, on the basis of race, color, religion,
national origin, sex, marital status, age (except in limited
circumstances), receipt of income from public assistance
programs, or good faith exercise of any rights under the
Consumer Credit Protection Act.
|
|
|
|
The Truth in Lending Act, or TILA, requires that credit terms be
disclosed in a meaningful and consistent way so that consumers
may compare credit terms more readily and knowledgeably.
|
|
|
|
The Fair Housing Act regulates many lending practices, including
making it unlawful for any lender to discriminate in its
housing-related lending activities against any person because of
race, color, religion, national origin, sex, handicap or
familial status.
|
|
|
|
The Community Reinvestment Act, or CRA, requires insured
depository institutions, while operating safely and soundly, to
help meet the credit needs of their communities; directs the
federal regulatory agencies, in examining insured depository
institutions, to assess a banks record of helping meet the
credit needs of its entire community, including low- and
moderate-income neighborhoods, consistent with safe and sound
banking practices and further requires the agencies to take a
financial institutions record of meeting its community
credit needs into account when evaluating applications for,
among other things, domestic branches, mergers or acquisitions,
or holding company formations. In its last examination for CRA
compliance, as of February 2005, the Bank was rated
satisfactory.
|
|
|
|
The Home Mortgage Disclosure Act, or HMDA, includes a fair
lending aspect that requires the collection and disclosure
of data about applicant and borrower characteristics as a way of
identifying possible discriminatory lending patterns and
enforcing anti-discrimination statutes.
|
10
|
|
|
|
|
The Real Estate Settlement Procedures Act, or RESPA, requires
lenders to provide borrowers with disclosures regarding the
nature and cost of real estate settlements and prohibits certain
abusive practices, such as kickbacks.
|
The National Flood Insurance Act, or NFIA, requires homes in
flood-prone areas with mortgages from a federally regulated
lender to have flood insurance.
Federal
Home Loan Bank (FHLB) System
The Bank is a member of the Federal Home Loan Bank of
San Francisco. Among other benefits, each FHLB serves as a
reserve or central bank for its members within its assigned
region. Each FHLB is financed primarily from the sale of
consolidated obligations of the FHLB system. Each FHLB makes
available loans or advances to its members in compliance with
the policies and procedures established by the Board of
Directors of the individual FHLB. FHLB members are required to
own a certain amount of capital stock in the FHLB.
Federal
Reserve System
The Federal Reserve Board requires all depository institutions
to maintain non-interest bearing reserves at specified levels
against their transaction accounts (primarily checking, NOW, and
Super NOW checking accounts) and non-personal time deposits. At
December 31, 2007, we were in compliance with these
requirements.
Non-bank
Subsidiaries
The Companys non-bank subsidiaries also are subject to
regulation by the FRB and other applicable federal and state
agencies. Other non-bank subsidiaries of the Company are subject
to the laws and regulations of both the federal government and
the various states in which they conduct business.
Employees
At February 15, 2008, we employed 773 persons, 545 on
a full-time and 228 on a part-time basis. We believe that our
employee relations are satisfactory.
Available
Information
Reports filed with the Securities and Exchange Commission (the
Commission) include our proxy statements, annual
reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K.
These reports and other information on file can be inspected and
copied at the public reference facilities of the Commission on
file at 450 Fifth Street, N.W., Washington D.C.,
20549. The public may obtain information on the operation of the
public reference loans by calling the SEC at
1-800-SEC-0330.
The Commission maintains a Web Site that contains the reports,
proxy and information statements and other information we file
with them. The address of the site is
http://www.sec.gov.
The Company also maintains an Internet website at
http://www.cbbank.com.
We make available, free of charge through our website, our
Annual Report on
Form 10-K,
Quarterly Reports on
Form 10-Q,
and current Report on
Form 8-K,
and any amendment there to, as soon as reasonably practicable
after we file such reports with the SEC. None of the information
contained in or hyperlinked from our website is incorporated
into this
Form 10-K.
Risk Factors That May Affect Future Results
Together with the other information on the risks we face and our
management of risk contained in this Annual Report or in our
other SEC filings, the following presents significant risks
which may affect us. Events or circumstances arising from one or
more of these risks could adversely affect our business,
financial condition, operating results and prospects and the
value and price of our common stock could decline. The risks
identified below are not intended to be a comprehensive list of
all risks we face and additional risks that we may currently
view as not material may also impair our business operations and
results.
11
Changes in economic conditions could materially hurt our
business Our business is directly affected by
changes in economic conditions, including finance, legislative
and regulatory changes and changes in government monetary and
fiscal policies and inflation, all of which are beyond our
control. Deterioration in economic conditions could result in
the following consequences:
|
|
|
|
|
problem assets and foreclosures may increase and we may be
required to increase our provision for loan losses,
|
|
|
|
demand for our products and services may decline,
|
|
|
|
low cost or non-interest bearing deposits may decrease, and
|
|
|
|
collateral for loans made by us, especially real estate, may
decline in value, in turn reducing customers borrowing
power, and reducing the value of assets and collateral
associated with our existing loans.
|
In view of the concentration of our operations and the
collateral securing our loan portfolio in Central and Southern
California, we may be particularly susceptible to the adverse
economic conditions in the state of California and in counties
in Central and Southern California where our business is
concentrated.
Our business is subject to interest rate risk and variations
in interest rates may negatively affect our financial
performance A substantial portion of our income
is derived from the differential or spread between
the interest earned on loans, securities and other
interest-earning assets, and interest paid on deposits,
borrowings and other interest-bearing liabilities. Because of
the differences in the maturities and repricing characteristics
of our interest-earning assets and interest-bearing liabilities,
changes in interest rates do not produce equivalent changes in
interest income earned on interest-earning assets and interest
paid on interest-bearing liabilities. At December 31, 2007
our balance sheet was liability sensitive and, as a result, our
net interest margin tends to decline in a rising interest rate
environment and expand in a declining interest rate environment.
Accordingly, fluctuations in interest rates could adversely
affect our interest rate spread and, in turn, our profitability.
In addition, loan origination volumes are affected by market
interest rates. Rising interest rates, generally, are associated
with a lower volume of loan originations while lower interest
rates are usually associated with higher loan originations.
Conversely, in rising interest rate environments, loan repayment
rates may decline and in falling interest rate environments,
loan repayment rates may increase. In addition, in a rising
interest rate environment, we may need to accelerate the pace of
rate increases on our deposit accounts as compared to the pace
of future increases in short-term market rates. Accordingly,
changes in levels of market interest rates could materially and
adversely affect our net interest spread, asset quality and loan
origination volume.
We face strong competition from financial services companies
and other companies that offer banking services
We conduct our operations almost exclusively in California.
Increased competition in our markets may result in reduced loans
and deposits. Ultimately, we may not be able to compete
successfully against current and future competitors. Many
competitors offer the banking services that we offer in our
service areas. These competitors include national banks,
regional banks and other community banks. We also face
competition from many other types of financial institutions,
including savings institutions, finance companies, brokerage
firms, insurance companies, credit unions, mortgage banks and
other financial intermediaries. In particular, our competitors
include major financial companies whose greater resources may
afford them a marketplace advantage by enabling them to maintain
numerous locations and mount extensive promotional and
advertising campaigns. Areas of competition include interest
rates for loans and deposits, efforts to obtain loan and deposit
customers and a range in quality of products and services
provided, including new technology-driven products and services.
If we are unable to attract and retain banking customers, we may
be unable to continue our loan growth and level of deposits.
Our loan portfolio is predominantly secured by real estate
and thus we have a higher degree of risk from a downturn in our
real estate markets. A downturn in our real estate
markets could hurt our business because many of our loans are
secured by real estate. Real estate values and real estate
markets are generally affected by changes in national, regional
or local economic conditions, fluctuations in interest rates and
the availability of loans to potential purchasers, changes in
tax laws and other governmental statutes, regulations and
policies and acts of nature, such as earthquakes and national
disasters particular to California or acts of terrorism. If real
estate prices decline, particularly in California, the value of
real estate collateral securing our loans could be significantly
reduced. Our ability to recover on defaulted loans by
foreclosing and selling the real estate collateral would then be
diminished and we would be more likely to suffer losses on
defaulted loans. As of December 31, 2007, approximately 75%
of
12
the book value of our loan portfolio consisted of loans
collateralized by various types of real estate. Substantially
all of our real estate collateral is located in California. If
there is a significant decline in real estate values, especially
in California, the collateral for our loans will provide less
security.
If we cannot attract deposits, our growth may be
inhibited. Our ability to increase our asset
base depends in large part on our ability to attract additional
deposits at favorable rates. We seek additional deposits by
offering deposit products that are competitive with those
offered by other financial institutions in our markets. We
cannot assure you that these efforts will be successful.
We are dependent on key personnel and the loss of one or more
of those key personnel may materially and adversely affect our
prospects Competition for qualified employees
and personnel in the banking industry is intense and there are a
limited number of qualified persons with knowledge of, and
experience in, the California community banking industry. The
process of recruiting personnel with the combination of skills
and attributes required to carry out our strategies is often
lengthy. Our success depends to a significant degree upon our
ability to attract and retain qualified management, loan
origination, finance, administrative, marketing and technical
personnel and upon the continued contributions of our management
and personnel. In particular, our success has been and continues
to be highly dependent upon the abilities of key executives and
certain other employees.
We are exposed to risk of environmental liabilities with
respect to properties to which we take title In
the course of our business, we may foreclose and take title to
real estate, and could be subject to environmental liabilities
with respect to these properties. We may be held liable to a
governmental entity or to third parties for property damage,
personal injury, investigation and
clean-up
costs incurred by these parties in connection with environmental
contamination, or may be required to investigate or
clean-up
hazardous or toxic substances, or chemical releases at a
property. The costs associated with investigation or remediation
activities could be substantial. In addition, if we are the
owner or former owner of a contaminated site, we may be subject
to common law claims by third parties based on damages and costs
resulting from environmental contamination emanating from the
property. If we become subject to significant environmental
liabilities, our business, financial condition, results of
operations and prospects could be adversely affected.
We are subject to extensive government regulation. These
regulations may hamper our ability to increase our assets and
earnings Our operations are subject to extensive
regulation by federal, state and local governmental authorities
and are subject to various laws and judicial and administrative
decisions imposing requirements and restrictions on part or all
of our operations. Because our business is highly regulated, the
laws, rules, regulations and supervisory guidance and policies
applicable to us are subject to regular modification and change.
Perennially various laws, rules and regulations are proposed,
which, if adopted, could impact our operations by making
compliance much more difficult or expensive, restricting our
ability to originate or sell loans or further restricting the
amount of interest or other charges or fees earned on loans or
other products.
The short term and long term impact of the new Basel II
capital standards and the forthcoming new capital rules to be
proposed for non-Basel II U.S. banks is
uncertain As a result of the recent
deterioration in the global credit markets and the potential
impact of increased liquidity risk and interest rate risk, it is
unclear what the short term impact of the implementation
Basel II may be or what impact a pending alternative
standardized approach to Basel II option for
non-Basel II U.S. banks may have on the cost and
availability of different types of credit and the potential
compliance costs of implementing the new capital standards.
Like all financial institutions, we maintain an allowance for
credit losses to provide for loan and lease defaults and
non-performance Our allowance for credit losses
may not be adequate to cover actual loan and lease losses, and
future provisions for credit losses could materially and
adversely affect our business, financial condition, and results
of operations. The allowance for credit losses reflects our
estimate of the probable losses in our loan and lease portfolio
at the relevant balance sheet date. Our allowance for credit
losses is based on prior experience, as well as an evaluation of
the known risks in the current portfolio, composition and growth
of the loan and lease portfolio and economic factors. The
determination of an appropriate level of the allowance for
credit losses is an inherently difficult process and is based on
numerous assumptions. The amount of future losses is susceptible
to
13
changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond our control and
these losses may exceed current estimates. Federal and state
regulatory agencies, as an integral part of their examination
process, review our loans and leases and allowance for credit
losses. While we believe that our allowance for credit losses is
adequate to cover current losses, we cannot assure you that we
will not increase the allowance for credit losses further or
that regulators will not require us to increase this allowance.
Either of these occurrences could have a material adverse affect
on our business, financial condition, results of operations and
prospects.
We rely on communications, information, operating and
financial control systems technology from third-party service
providers, and we may suffer an interruption in those
systems We rely heavily on third-party service
providers for much of our communications, information, operating
and financial control systems technology, including our internet
banking services and data processing systems. Any failure or
interruption of these services or systems or breaches in
security of these systems could result in failures or
interruptions in our customer relationship management, general
ledger, deposit, servicing
and/or loan
origination systems. The occurrence of any failures or
interruptions may require us to identify alternative sources of
such services, and we cannot assure you that we could negotiate
terms that are as favorable to us, or could obtain services with
similar functionality as found in our existing systems without
the need to expend substantial resources, if at all.
Anti-takeover provisions and federal law may limit the
ability of another party to acquire us, which could cause our
stock price to decline Various provisions of our
articles of incorporation and by-laws could delay or prevent a
third-party from acquiring us, even if doing so might be
beneficial to our shareholders. These provisions provide for,
among other things, a shareholder rights plan and the
authorization to issue blank check preferred stock
by action of the board of directors acting alone, thus without
obtaining shareholder approval. The Bank Holding Company Act of
1956, as amended, and the Change in Bank Control Act of 1978, as
amended, together with federal regulations, require that,
depending on the particular circumstances, either Federal
Reserve approval must be obtained or notice must be furnished to
the Federal Reserve and not disapproved prior to any person or
entity acquiring control of a state member bank,
such as the Bank. These provisions may prevent a merger or
acquisition that would be attractive to shareholders and could
limit the price investors would be willing to pay in the future
for our common stock.
Changes in stock market prices could reduce fee income from
our brokerage, asset management and investment advisory
businesses We earn substantial wealth management
fee income for managing assets for others and providing
brokerage and investment advisory services. Because investment
management and advisory fees are often based on the value of
assets under management, a fall in the market prices of those
assets could reduce our fee income. Changes in stock market
prices could affect the trading activity of investors, reducing
commissions and other fees we earn from our brokerage business.
Our stock price can be volatile due to many
factors Our stock price can fluctuate widely in
response to a variety of factors, in addition to those described
above, including:
|
|
|
|
|
general business and economic conditions
|
|
|
|
changes in laws or government regulations
|
|
|
|
recommendations by securities analysts
|
|
|
|
new technology used, or services offered, by our competitors
|
|
|
|
operating and stock price performance of other companies that
investors deem comparable to us
|
|
|
|
news reports relating to trends, concerns and other issues in
the financial services industry
|
|
|
|
natural disasters, such as earthquakes
|
|
|
|
geopolitical conditions such as acts or threats of terrorism or
military conflicts
|
Negative publicity could damage our
reputation Reputation risk, or the risk to our
earnings and capital from negative publicity or public opinion,
is inherent in our business. Negative publicity or public
opinion could adversely affect our ability to keep and attract
customers and expose us to adverse legal and regulatory
14
consequences. Negative public opinion could result from our
actual or perceived conduct in any number of activities,
including lending practices, corporate governance, regulatory
compliance, mergers and acquisitions, and disclosure, sharing or
inadequate protection of customer information, and from actions
taken by government regulators and community organizations in
response to that conduct.
Recent negative developments in the financial industry and
U.S. and global credit markets may impact our operations
and results Negative developments in the latter
half of 2007 in the subprime mortgage market and the
securitization markets for such loans have resulted in
uncertainty in the financial markets generally and the
expectation of a general economic downturn beginning in 2008.
Commercial as well as consumer loan portfolio performances have
deteriorated at many institutions and the competition for
deposits and quality loans has increased significantly. In
addition, the values of real estate collateral supporting many
commercial loans and home mortgages have declined and may
continue. Bank and bank holding company stock prices have been
negatively affected as has the ability of banks and bank holding
companies to raise capital or borrow in the debt markets
compared to recent years. As a result, there is a potential for
new federal or state laws and regulations regarding lending and
funding practices and liquidity standards, and bank regulatory
agencies are expected to be very aggressive in responding to
concerns and trends identified in examinations, including the
expected issuance of many formal enforcement orders. Negative
developments in the financial industry and the impact of new
legislation in response to those developments could negatively
impact our operations by restricting our business operations,
including our ability to originate or sell loans, result in an
decline in the value of collateral securing our loans and a
corresponding increase in our allowance for loan losses, and
adversely impact our financial performance.
We may face other risks. From time to time, we
detail other risks with respect to our business
and/or
financial results in our filings with the Commission.
For further discussion on additional areas of risk, see
Item 7. Managements Discussion and Analysis of
Financial Condition and the Results of Operations
Risk Management.
|
|
Item 1B.
|
Unresolved
Staff Comments
|
None
The principal executive offices of the Company and the Bank are
located in Ontario, California, and are owned by the Company.
At December 31, 2007, the Bank occupied the premises for
thirty-eight of its offices under leases expiring at various
dates from 2008 through 2020, at which time we can exercise
options that could extend certain leases through 2026. We own
the premises for twelve of our offices, including our operations
center, located in Ontario, California.
Our total occupancy expense, exclusive of furniture and
equipment expense, for the year ended December 31, 2007,
was $10.5 million. We believe that our existing facilities
are adequate for our present purposes. The Company believes that
if necessary, it could secure suitable alternative facilities on
similar terms without adversely affecting operations. For
additional information concerning properties, see Notes 6
and 11 of the Notes to the Consolidated Financial Statements
included in this report. See Item 8. Financial
Statements and Supplemental Data.
|
|
Item 3.
|
Legal
Proceedings
|
From time to time the Company and the Bank are parties to claims
and legal proceedings arising in the ordinary course of
business. After taking into consideration information furnished
by counsel, we believe that the ultimate aggregate liability
represented thereby, if any, will not have a material adverse
effect on our consolidated financial position or results of
operations.
|
|
Item 4.
|
Submission
of Matters to a Vote of Security Holders
|
No matters were submitted to shareholders during the fourth
quarter of 2007.
15
|
|
Item 4A.
|
Executive
Officers of the Company
|
The following tables set forth certain information regarding our
executive officers as of February 28, 2008:
Executive
Officers:
|
|
|
|
|
|
|
Name
|
|
Position
|
|
Age
|
|
Christopher D. Myers
|
|
President and Chief Executive Officer of the Company and the Bank
|
|
|
45
|
|
Edward J. Biebrich Jr.
|
|
Chief Financial Officer of the Company and Executive Vice
President and Chief Financial Officer of the Bank
|
|
|
64
|
|
Jay W. Coleman
|
|
Executive Vice President/Sales Division of the Bank
|
|
|
65
|
|
Edward J. Mylett, Jr.
|
|
Executive Vice President/Credit Management Division of the Bank
|
|
|
59
|
|
Christopher A. Walters
|
|
Executive Vice President/CitizensTrust Division of the Bank
|
|
|
44
|
|
Mr. Myers assumed the position of President and Chief
Executive Officer of the Company and the Bank on August 1,
2006. Prior to that, Mr. Myers served as Chairman of the
Board and Chief Executive Officer of Mellon First Business Bank
from 2004 to 2006. From 1996 to 2003, Mr. Myers held
several management positions with Mellon First Business Bank,
including Executive Vice President, Regional Vice President, and
Vice President/Group Manager.
Mr. Biebrich assumed the position of Chief Financial
Officer of the Company and Executive Vice President/Chief
Financial Officer of the Bank on February 2, 1998.
Mr. Coleman assumed the position of Executive Vice
President of the Bank on December 5, 1988.
Mr. Mylett assumed the position of Executive Vice President
and Senior Loan Officer of the Bank on March 1, 2006. Prior
to that, he served as Senior Vice President Regional Manager of
the Bank from July 2003 to March 2006 and the Burbank Business
Financial Center Manager from June 2002 to July 2003. Prior to
that, Mr. Mylett served as Executive Vice President, Chief
Operating Officer and Senior Credit Officer for Western Security
Bank from 1992 to June 2002.
Mr. Walters assumed the position of Executive Vice
President of the Bank on June 27, 2007. From 2005 to 2006,
he served as Senior Vice President for Atlantic Trust. From 2002
to 2004, he was Director of Private Banking for Citigroup. From
1994 to 2002, he served as a member of the Executive Committee
and held a variety of management positions for Mellon Private
Wealth Management.
16
PART II
|
|
Item 5.
|
Market
for the Registrants Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities.
|
Our common stock is traded on the Nasdaq National Market under
the symbol CVBF. The following table presents the
high and low closing sales prices and dividend information for
our common stock during each quarter for the past two years. The
Company had approximately 1,938 shareholders of record as
of February 15, 2008.
Two Year
Summary of Common Stock Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter
|
|
|
|
|
|
|
|
|
|
Ended
|
|
High
|
|
|
Low
|
|
|
Dividends
|
|
|
3/31/2006
|
|
$
|
15.60
|
|
|
$
|
14.71
|
|
|
$
|
0.09 Cash Dividend
|
|
6/30/2006
|
|
$
|
15.59
|
|
|
$
|
13.25
|
|
|
$
|
0.09 Cash Dividend
|
|
9/30/2006
|
|
$
|
14.24
|
|
|
$
|
12.83
|
|
|
$
|
0.09 Cash Dividend
|
|
12/31/2006
|
|
$
|
14.13
|
|
|
$
|
12.83
|
|
|
$
|
0.085 Cash Dividend
|
|
|
|
|
|
|
|
|
|
|
|
|
10% Stock Dividend
|
|
3/31/2007
|
|
$
|
13.38
|
|
|
$
|
11.42
|
|
|
$
|
0.085 Cash Dividend
|
|
6/30/2007
|
|
$
|
12.40
|
|
|
$
|
10.63
|
|
|
$
|
0.085 Cash Dividend
|
|
9/30/2007
|
|
$
|
12.71
|
|
|
$
|
9.51
|
|
|
$
|
0.085 Cash Dividend
|
|
12/31/2007
|
|
$
|
11.97
|
|
|
$
|
9.98
|
|
|
$
|
0.085 Cash Dividend
|
|
For information on the ability of the Bank to pay dividends and
make loans to the Company, see Item 7.
Managements Discussion and Analysis of Financial Condition
and Results of Operations Liquidity and Cash
Flow.
Issuer
Purchases of Equity Securities
On February 21, 2007, the Companys Board of Directors
approved a program to repurchase up to 2,000,000 shares of
our common stock. This program was combined with the
775,163 shares that remained from our previous stock
repurchase program, approved in October 2001. All but 55,389 of
the 2,775,163 shares were repurchased through
September 30, 2007 for a total price of $30.0 million.
On August 15, 2007, the Companys Board of Directors
approved a new program to repurchase up to 5,000,000 shares
of our common stock. This program was combined with the
55,389 shares remaining from our previous stock repurchase
program, approved in February 2007. During the fourth quarter of
2007, 375,143 shares were repurchased for a total price of
$3.9 million. There is no expiration date for our current
stock repurchase program. As of December 31, 2007,
4,680,246 shares are available to be repurchased in the
future under this repurchase plan.
Issuer
Purchases of Equity Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maximum
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
|
|
|
Total Number of
|
|
|
Shares that
|
|
|
|
|
|
|
|
|
|
Shares Purchased as
|
|
|
May Yet Be
|
|
|
|
Total Number
|
|
|
Average
|
|
|
Part of Publicly
|
|
|
Purchased
|
|
|
|
of Shares
|
|
|
Price Paid
|
|
|
Announced
|
|
|
Under the
|
|
Period
|
|
Purchased
|
|
|
per Share
|
|
|
Programs
|
|
|
Program
|
|
|
10/1/07 - 10/31/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/1/07 - 11/30/07
|
|
|
375,143
|
|
|
$
|
10.32
|
|
|
|
375,143
|
|
|
|
4,680,246
|
|
12/1/07 - 12/31/07
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
375,143
|
|
|
$
|
10.32
|
|
|
|
375,143
|
|
|
|
4,680,246
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17
Performance
Graph
The following Performance Graph and related information shall
not be deemed soliciting material or to be
filed with the Securities and Exchange Commission,
nor shall such information be incorporated by reference into any
future filing under the Securities Act of 1933 or Securities
Exchange Act of 1934, each as amended, except to the extent that
the Company specifically incorporates it by reference into such
filing.
The following graph compares the yearly percentage change in CVB
Financial Corp.s cumulative total shareholder return
(stock price appreciation plus reinvested dividends) on common
stock (i) the cumulative total return of the Nasdaq
National Market; and (ii) a published index comprised by
Hemscott, Inc. of banks and bank holding companies in the
Pacific region (the industry group line depicted below). The
graph assumes an initial investment of $100 on January 1,
2003, and reinvestment of dividends through December 31,
2007. Points on the graph represent the performance as of the
last business day of each of the years indicated. The graph is
not necessarily indicative of future price performance. On
June 11, 2001, CVB Financial Corps common stock
ceased trading on the American Stock Exchange and began trading
on the Nasdaq National Market System on the following business
day.
COMPARE
5-YEAR
CUMULATIVE TOTAL RETURN
AMONG CVB FINANCIAL CORP.,
NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
|
|
|
2003
|
|
|
2004
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
CVB FINANCIAL CORP
|
|
|
|
100.00
|
|
|
|
|
107.41
|
|
|
|
|
151.07
|
|
|
|
|
146.96
|
|
|
|
|
133.81
|
|
|
|
|
108.29
|
|
HEMSCOTT GROUP INDEX
|
|
|
|
100.00
|
|
|
|
|
151.45
|
|
|
|
|
184.88
|
|
|
|
|
193.62
|
|
|
|
|
202.01
|
|
|
|
|
144.94
|
|
NASDAQ MARKET INDEX
|
|
|
|
100.00
|
|
|
|
|
150.36
|
|
|
|
|
163.00
|
|
|
|
|
166.58
|
|
|
|
|
183.68
|
|
|
|
|
201.91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18
|
|
ITEM 6.
|
Selected
Financial Data.
|
The following table reflects selected financial information at
and for the five years ended December 31. Throughout the
past five years, the Company has acquired other banks. This may
affect the comparability of the data.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Amounts and numbers in thousands except per share
amounts)
|
|
|
Interest Income
|
|
$
|
341,277
|
|
|
$
|
316,091
|
|
|
$
|
246,884
|
|
|
$
|
197,257
|
|
|
$
|
166,346
|
|
Interest Expense
|
|
|
180,135
|
|
|
|
147,464
|
|
|
|
77,436
|
|
|
|
46,517
|
|
|
|
37,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
161,142
|
|
|
|
168,627
|
|
|
|
169,448
|
|
|
|
150,740
|
|
|
|
129,293
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Credit Losses
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Operating Income
|
|
|
31,325
|
|
|
|
33,258
|
|
|
|
27,505
|
|
|
|
27,907
|
|
|
|
29,989
|
|
Other Operating Expenses
|
|
|
105,404
|
|
|
|
95,824
|
|
|
|
90,053
|
|
|
|
89,722
|
|
|
|
77,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Income Taxes
|
|
|
83,063
|
|
|
|
103,061
|
|
|
|
106,900
|
|
|
|
88,925
|
|
|
|
81,488
|
|
Income Taxes
|
|
|
22,479
|
|
|
|
32,481
|
|
|
|
36,710
|
|
|
|
27,698
|
|
|
|
28,656
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
|
$
|
61,227
|
|
|
$
|
52,832
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Common Share(1)
|
|
$
|
0.72
|
|
|
$
|
0.84
|
|
|
$
|
0.83
|
|
|
$
|
0.74
|
|
|
$
|
0.64
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Common Share(1)
|
|
$
|
0.72
|
|
|
$
|
0.83
|
|
|
$
|
0.83
|
|
|
$
|
0.73
|
|
|
$
|
0.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends Declared Per Common Share
|
|
$
|
0.340
|
|
|
$
|
0.355
|
|
|
$
|
0.420
|
|
|
$
|
0.480
|
|
|
$
|
0.480
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Dividends paid
|
|
|
28,479
|
|
|
|
27,876
|
|
|
|
27,963
|
|
|
|
23,821
|
|
|
|
21,638
|
|
Dividend Pay-Out Ratio(3)
|
|
|
47.01
|
%
|
|
|
39.50
|
%
|
|
|
39.60
|
%
|
|
|
38.74
|
%
|
|
|
40.96
|
%
|
Weighted Average Common Shares(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
83,600,316
|
|
|
|
84,154,216
|
|
|
|
84,139,254
|
|
|
|
83,221,496
|
|
|
|
82,813,541
|
|
Diluted
|
|
|
84,005,941
|
|
|
|
84,813,875
|
|
|
|
84,911,893
|
|
|
|
84,258,933
|
|
|
|
84,408,373
|
|
Common Stock Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding at year end(1)
|
|
|
83,164,906
|
|
|
|
84,281,722
|
|
|
|
84,073,227
|
|
|
|
83,416,193
|
|
|
|
82,997,315
|
|
Book Value Per Share(1)
|
|
$
|
5.11
|
|
|
$
|
4.60
|
|
|
$
|
4.07
|
|
|
$
|
3.81
|
|
|
$
|
3.45
|
|
Financial Position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets
|
|
$
|
6,293,963
|
|
|
$
|
6,092,248
|
|
|
$
|
5,422,283
|
|
|
$
|
4,510,752
|
|
|
$
|
3,854,349
|
|
Investment Securities available-for-sale
|
|
|
2,390,566
|
|
|
|
2,582,902
|
|
|
|
2,369,892
|
|
|
|
2,085,014
|
|
|
|
1,865,782
|
|
Net Loans
|
|
|
3,462,095
|
|
|
|
3,042,459
|
|
|
|
2,640,660
|
|
|
|
2,117,580
|
|
|
|
1,738,659
|
|
Deposits
|
|
|
3,364,349
|
|
|
|
3,406,808
|
|
|
|
3,424,045
|
|
|
|
2,875,039
|
|
|
|
2,660,510
|
|
Borrowings
|
|
|
2,339,809
|
|
|
|
2,139,250
|
|
|
|
1,496,000
|
|
|
|
1,186,000
|
|
|
|
786,500
|
|
Junior Subordinated debentures
|
|
|
115,055
|
|
|
|
108,250
|
|
|
|
82,476
|
|
|
|
82,746
|
|
|
|
82,476
|
|
Stockholders Equity
|
|
|
424,948
|
|
|
|
387,325
|
|
|
|
342,189
|
|
|
|
317,224
|
|
|
|
286,721
|
|
Equity-to-Assets Ratio(2)
|
|
|
6.75
|
%
|
|
|
6.36
|
%
|
|
|
6.31
|
%
|
|
|
7.03
|
%
|
|
|
7.44
|
%
|
Financial Performance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Equity
|
|
|
15.64
|
%
|
|
|
20.63
|
%
|
|
|
22.13
|
%
|
|
|
21.44
|
%
|
|
|
20.33
|
%
|
Average Equity
|
|
|
15.00
|
%
|
|
|
19.45
|
%
|
|
|
20.77
|
%
|
|
|
20.33
|
%
|
|
|
19.17
|
%
|
Average Assets
|
|
|
1.00
|
%
|
|
|
1.22
|
%
|
|
|
1.44
|
%
|
|
|
1.47
|
%
|
|
|
1.54
|
%
|
Net Interest Margin (TE)
|
|
|
3.03
|
%
|
|
|
3.30
|
%
|
|
|
3.86
|
%
|
|
|
3.99
|
%
|
|
|
4.18
|
%
|
Efficiency Ratio
|
|
|
55.93
|
%
|
|
|
48.18
|
%
|
|
|
45.72
|
%
|
|
|
50.10
|
%
|
|
|
48.84
|
%
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Amounts and numbers in thousands except per share
amounts)
|
|
|
Credit Quality:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses
|
|
$
|
33,049
|
|
|
$
|
27,737
|
|
|
$
|
23,204
|
|
|
$
|
22,494
|
|
|
$
|
21,282
|
|
Allowance/Total Loans
|
|
|
0.95
|
%
|
|
|
0.90
|
%
|
|
|
0.87
|
%
|
|
|
1.05
|
%
|
|
|
1.21
|
%
|
Total Non Performing Loans
|
|
$
|
1,435
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2
|
|
|
$
|
548
|
|
Non Performing Loans/Total Loans
|
|
|
0.04
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.03
|
%
|
Allowance/Non Performing Loans
|
|
|
2,303
|
%
|
|
|
|
|
|
|
|
|
|
|
1,124,698
|
%
|
|
|
3,884
|
%
|
Net (Recoveries)/Charge-offs
|
|
$
|
1,358
|
|
|
$
|
(1,533
|
)
|
|
$
|
46
|
|
|
$
|
(1,212
|
)
|
|
$
|
1,418
|
|
Net (Recoveries)/Charge-Offs/Average Loans
|
|
|
0.04
|
%
|
|
|
−0.05
|
%
|
|
|
0.00
|
%
|
|
|
−0.06
|
%
|
|
|
0.09
|
%
|
Regulatory Capital Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Company:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
|
7.6
|
%
|
|
|
7.8
|
%
|
|
|
7.7
|
%
|
|
|
8.3
|
%
|
|
|
8.6
|
%
|
Tier 1 Capital
|
|
|
11.0
|
%
|
|
|
12.2
|
%
|
|
|
11.3
|
%
|
|
|
12.6
|
%
|
|
|
13.2
|
%
|
Total Capital
|
|
|
11.9
|
%
|
|
|
13.0
|
%
|
|
|
12.0
|
%
|
|
|
13.4
|
%
|
|
|
14.5
|
%
|
For the Bank:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leverage Ratio
|
|
|
7.1
|
%
|
|
|
7.0
|
%
|
|
|
7.3
|
%
|
|
|
7.8
|
%
|
|
|
8.6
|
%
|
Tier 1 Capital
|
|
|
10.4
|
%
|
|
|
11.0
|
%
|
|
|
10.8
|
%
|
|
|
11.9
|
%
|
|
|
13.2
|
%
|
Total Capital
|
|
|
11.2
|
%
|
|
|
11.8
|
%
|
|
|
11.5
|
%
|
|
|
12.7
|
%
|
|
|
14.2
|
%
|
|
|
|
(1) |
|
All earnings per share information has been retroactively
adjusted to reflect the 10% stock dividend declared
December 20, 2006 and paid January 19, 2007, the
5-for-4
stock split declared on December 21, 2005, which became
effective January 10, 2006, the
5-for-4
stock split declared December 15, 2004, which became
effective December 29, 2004, the 10% stock dividend
declared December 17, 2003 and paid January 2, 2004,
and the
5-for- 4
stock split declared December 18, 2002, which became
effective January 3, 2003. Cash dividends declared per
share are not restated in accordance with generally accepted
accounting principles. |
|
(2) |
|
Stockholders equity divided by total assets. |
|
(3) |
|
Cash dividends divided by net earnings. |
|
|
Item 7.
|
Managements
Discussion and Analysis of Financial Condition and the Results
of Operations.
|
GENERAL
Managements discussion and analysis is written to provide
greater detail of the results of operations and the financial
condition of CVB Financial Corp. and its subsidiaries. This
analysis should be read in conjunction with the audited
financial statements contained within this report including the
notes thereto.
OVERVIEW
We are a bank holding company with one bank subsidiary, Citizens
Business Bank. We have three other inactive subsidiaries: CVB
Ventures, Inc.; Chino Valley Bancorp and ONB Bancorp. We are
also the common stockholder of CVB Statutory Trust I, CVB
Statutory Trust II and CVB Statutory Trust III which
were formed to issue trust preferred securities in order to
increase the capital of the Company. Through our acquisition of
First Coastal Bancshares (FCB) in June 2007, we
acquired FCB Capital Trust I and II. We are based in
Ontario, California in what is known as the Inland
Empire. Our geographical market area encompasses the City
of Stockton (the middle of the Central Valley) in the center of
California to the City of Laguna Beach (in Orange County) in the
southern portion of California. Through our acquisition of FCB
our geographic market has expanded to include the South Bay
region of Los Angeles County. Our mission is to offer the finest
financial products and services to professionals and businesses
in our market area.
20
Our primary source of income is from the interest earned on our
loans and investments and our primary area of expense is the
interest paid on deposits, borrowings, salaries and benefits. As
such our net income is subject to fluctuations in interest rates
and their impact on our income statement. Our net interest
margin has been compressed over the last 2 years as a
result of the interest rate environment. We are also subject to
competition from other financial institutions, which may affect
our pricing of products and services, and the fees and interest
rates we can charge on them.
Economic conditions in our California service area impact our
business. We have seen housing slow down and this has had an
impact on us by means of the slower growth in construction loans
and the decrease in deposit balances from escrow companies.
Unemployment remains low, but job growth is slowing. The inland
empire has been hit hardest in this downturn thus far.
Approximately 29% of the total loan portfolio of
$3.5 billion is located in the Inland Empire region of
California. The rest of the portfolio is from outside of this
region. Weaknesses in the local economy could adversely affect
us through diminished loan demand and credit quality
deterioration.
Over the past few years, we have been active in acquisitions and
we will continue to pursue acquisition targets and engage in de
novo branch activities to enable us to meet our business
objectives and enhance shareholder value. Since 2000, we have
acquired four banks and a leasing company, and we have opened
four de novo branches in; Glendale, Bakersfield, Fresno, and
Madera. In May 2007, we opened another de novo branch in
Stockton, California. In February 2008, we opened our first
Commercial Banking Group in Encino, California. This group will
operate primarily as a sales office and focus on business
clients and their principals, professionals, and high net-worth
individuals.
Our growth in loans during 2007 compared with 2006 has allowed
our interest income to grow. The Bank has always had an
excellent base of interest free deposits primarily due to our
specialization in businesses and professionals as customers.
This has allowed us to have a low cost of deposits, currently
2.03% for the year ended December 31, 2007. However, the
rise in interest expense resulting primarily from an increase in
average interest-bearing liabilities and an increase in the cost
of these liabilities has caused our net interest margin to
decline to 3.03% for 2007, compared to 3.30% for 2006.
Our net income decreased to $60.6 million in 2007 compared
with $70.6 million in 2006, a decrease of
$10.0 million or 14.16%. Diluted earnings per share
decreased $0.11, from $0.83 in 2006 to $0.72 in 2007. The
decrease of $10.0 million is primarily the result of a
decrease of $7.5 million in net interest income and an
increase in non-interest expense of $9.6 million, offset by
a $10.0 million reduction in our tax provision.
CRITICAL
ACCOUNTING ESTIMATES
Critical accounting estimates are defined as those that are
reflective of significant judgments and uncertainties, and could
potentially result in materially different results under
different assumptions and conditions. We believe that our most
critical accounting estimates upon which our financial condition
depends, and which involve the most complex or subjective
decisions or assessment, are as follows:
Allowance for Credit Losses: Arriving at an
appropriate level of allowance for credit losses involves a high
degree of judgment. Our allowance for credit losses provides for
probable losses based upon evaluations of known and inherent
risks in the loan and lease portfolio. The determination of the
balance in the allowance for credit losses is based on an
analysis of the loan and lease finance receivables portfolio
using a systematic methodology and reflects an amount that, in
our judgment, is adequate to provide for probable credit losses
inherent in the portfolio, after giving consideration to the
character of the loan portfolio, current economic conditions,
past credit loss experience, and such other factors as deserve
current recognition in estimating inherent credit losses. The
provision for credit losses is charged to expense. For a full
discussion of our methodology of assessing the adequacy of the
allowance for credit losses, see Risk Management in
Item 7, Managements Discussion and Analysis of
Financial Condition and Results of Operations.
Investment Portfolio: The investment portfolio
is an integral part of our financial performance. We invest
primarily in fixed income securities. Accounting estimates are
used in the presentation of the investment portfolio and these
estimates do impact the presentation of our financial condition
and results of operations. Many of the securities included in
the investment portfolio are purchased at a premium or discount.
The premiums or discounts
21
are amortized or accreted over the life of the security. For
mortgage-backed securities (MBS), the amortization
or accretion is based on estimated average lives of the
securities. The lives of these securities can fluctuate based on
the amount of prepayments received on the underlying collateral
of the securities. The amount of prepayments varies from time to
time based on the interest rate environment (i.e., lower
interest rates increase the likelihood of refinances) and the
rate of turn over of the mortgages (i.e., how often the
underlying properties are sold and mortgages are paid-off). We
use estimates for the average lives of these mortgage backed
securities based on information received from third parties
whose business it is to compile mortgage related data and
develop a consensus of that data. We adjust the rate of
amortization or accretion regularly to reflect changes in the
estimated average lives of these securities.
We classify securities as held-to-maturity those debt securities
that we have the positive intent and ability to hold to
maturity. Securities classified as trading are those securities
that are bought and held principally for the purpose of selling
them in the near term. All other debt and equity securities are
classified as available-for-sale. Securities held-to-maturity
are accounted for at cost and adjusted for amortization of
premiums and accretion of discounts. Trading securities are
accounted for at fair value with the unrealized holding gains
and losses being included in current earnings. Securities
available-for-sale are accounted for at fair value, with the net
unrealized gains and losses, net of income tax effects,
presented as a separate component of stockholders equity.
At each reporting date, available-for-sale securities are
assessed to determine whether there is an other-than-temporary
impairment. Such impairment, if any, is required to be
recognized in current earnings rather than as a separate
component of stockholders equity. Realized gains and
losses on sales of securities are recognized in earnings at the
time of sale and are determined on a specific-identification
basis. Purchase premiums and discounts are recognized in
interest income using the interest method over the terms of the
securities. Our investment in Federal Home Loan Bank
(FHLB) stock is carried at cost.
Income Taxes: We account for income taxes
using the asset and liability method by deferring income taxes
based on estimated future tax effects of differences between the
tax and book basis of assets and liabilities considering the
provisions of enacted tax laws. These differences result in
deferred tax assets and liabilities, which are included in our
balance sheets. We must also assess the likelihood that any
deferred tax assets will be recovered from future taxable income
and establish a valuation allowance for those assets determined
to not likely be recoverable. Our judgment is required in
determining the amount and timing of recognition of the
resulting deferred tax assets and liabilities, including
projections of future taxable income. Although we have
determined a valuation allowance is not required for any of our
deferred tax assets, there is no guarantee that these assets are
recoverable.
Goodwill and Intangible Assets: We have
acquired entire banks and branches of banks. Those acquisitions
accounted for under the purchase method of accounting have given
rise to goodwill and intangible assets. We record the assets
acquired and liabilities assumed at their fair value. These fair
values are arrived at by use of internal and external valuation
techniques. The excess purchase price is allocated to assets and
liabilities respectively, resulting in identified intangibles.
The identified intangibles are amortized over the estimated
lives of the assets or liabilities. Any excess purchase price
after this allocation results in goodwill. Goodwill is tested on
an annual basis for impairment.
22
ANALYSIS
OF THE RESULTS OF OPERATIONS
The following table summarizes net earnings, earnings per common
share, and key financial ratios for the periods indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
|
Net earnings
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
Earnings per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic(1)
|
|
$
|
0.72
|
|
|
$
|
0.84
|
|
|
$
|
0.83
|
|
Diluted(1)
|
|
$
|
0.72
|
|
|
$
|
0.83
|
|
|
$
|
0.83
|
|
Return on average assets
|
|
|
1.00
|
%
|
|
|
1.22
|
%
|
|
|
1.44
|
%
|
Return on average shareholders equity
|
|
|
15.00
|
%
|
|
|
19.45
|
%
|
|
|
20.77
|
%
|
|
|
|
(1) |
|
All earnings per share information has been retroactively
adjusted to reflect the 10% stock dividend declared
December 20, 2006 and paid January 19, 2007 and the
5-for-4
stock split declared on December 21, 2005, which became
effective January 10, 2006. |
Earnings
We reported net earnings of $60.6 million for the year
ended December 31, 2007. This represented a decrease of
$10.0 million, or 14.16%, from net earnings of
$70.6 million for the year ended December 31, 2006.
Net earnings for 2006 increased $392,000 to $70.6 million,
or 0.56%, over net earnings of $70.2 million for the year
ended December 31, 2005. Diluted earnings per share were
$0.72 in 2007, as compared to $0.83 in 2006, and $0.83 in 2005.
Basic earnings per share were $0.72 in 2007, as compared to
$0.84 in 2006, and $0.83 in 2005. Diluted and basic earnings per
share have been adjusted for the effects of a ten percent stock
dividend declared December 20, 2006 and paid on
January 19, 2007 and a
5-for-4
stock split declared December 21, 2005, which became
effective January 10, 2006.
The decrease in net earnings for 2007 compared to 2006 was
primarily the result of a decrease in net interest margin and
increase in other operating expenses. Our financial results and
operations have been affected by competition which has
manifested itself with increased pricing pressures for loans and
deposits, thus compressing our net interest margin. In addition,
as interest rates have risen, the costs of our borrowings have
increased at a faster rate than the increase in the yield on our
investments. Because of the pressure on the net interest margin,
other operating income has become a more important element in
the total revenue of the Company. The increase in net earnings
for 2006 compared to 2005 was primarily the result of an
increase in other operating income, offset by a decrease in net
interest margin and an increase in other operating expenses.
For 2007, our return on average assets was 1.00%, compared to
1.22% for 2006, and 1.44% for 2005. Our return on average
stockholders equity was 15.00% for 2007, compared to a
return of 19.45% for 2006, and 20.77% for 2005.
Net
Interest Income
The principal component of our earnings is net interest income,
which is the difference between the interest and fees earned on
loans and investments (earning assets) and the interest paid on
deposits and borrowed funds (interest-bearing liabilities). Net
interest margin is the taxable-equivalent of net interest income
as a percentage of average earning assets for the period. The
level of interest rates and the volume and mix of earning assets
and interest-bearing liabilities impact net interest income and
net interest margin. The net interest spread is the yield on
average earning assets minus the cost of average
interest-bearing liabilities. Our net interest income, interest
spread, and net interest margin are sensitive to general
business and economic conditions. These conditions include
short-term and long-term interest rates, inflation, monetary
supply, and the strength of the economy, in general, and the
local economies in which we conduct business. Our ability to
manage net interest income during changing interest rate
environments will have a significant impact on our overall
performance. Our balance sheet is currently liability-
23
sensitive; meaning interest-bearing liabilities will generally
reprice more quickly than earning assets. Therefore, our net
interest margin is likely to decrease in sustained periods of
rising interest rates and increase in sustained periods of
declining interest rates. We manage net interest income through
affecting changes in the mix of earning assets as well as the
mix of interest-bearing liabilities, changes in the level of
interest-bearing liabilities in proportion to earning assets,
and in the growth of earning assets.
Our net interest income, after provision for credit losses
totaled $157.1 million for 2007. This represented a
decrease of $8.5 million, or 5.12%, from net interest
income of $165.6 million for 2006. Net interest income for
2006 decreased $3.8 million, or 2.25%, from net interest
income of $169.4 million for 2005. The decrease in net
interest income of $8.5 million for 2007 resulted from an
increase of $25.2 million in interest income offset by an
increase of $32.7 million in interest expense and a
$1.0 million increase in provision for credit losses. The
increase in interest income of $25.2 million resulted from
the $297.7 million increase in average earning assets and
the increase in yield on earning assets to 6.17% in 2007 from
6.04% in 2006. The increase of $32.7 million in interest
expense resulted from the increase in the average rate paid on
interest-bearing liabilities to 4.11% in 2007 from 3.70% in
2006, and an increase of $359.9 million in average
interest-bearing liabilities.
The major reason for the decrease in net interest income was the
flattening of the yield curve and its affect on our liabilities.
Our interest-bearing liabilities are comprised of customer
deposits and borrowings from primarily the FHLB or other
correspondent banks. The borrowings are at market rates and have
reset upwards as average rates rose in 2007. As a result of
increased competition, our rates on customer deposits have risen
also, but slower than rates on borrowings.
The decrease in net interest income of $3.8 million for
2006 as compared to 2005 resulted from an increase of
$69.2 million in interest income offset by a
$70.0 million increase in interest expense and a
$3.0 million increase in provision for credit losses. This
increase in interest income of $69.2 million resulted from
the $848.9 million increase in average earning assets and
the increase in yield on earning assets to 6.04% in 2006 from
5.57% in 2005. The increase of $70.0 million in interest
expense was the result of an increase in the average rate paid
on interest-bearing liabilities to 3.70% in 2006 from 2.49% in
2005, and an increase of $877.8 million in average
interest-bearing liabilities.
Interest income totaled $341.3 million for 2007. This
represented an increase of $25.2 million, or 7.97%,
compared to total interest income of $316.1 million for
2006. For 2006, total interest income increased
$69.2 million, or 28.03%, over total interest income of
$246.9 million for 2005. The increase in total interest
income was primarily due to an increase in volume of interest
earning assets and increase in interest rates in 2007, 2006, and
2005 on total earning assets.
Interest expense totaled $180.1 million for 2007. This
represented an increase of $32.7 million, or 22.15%, over
total interest expense of $147.5 million for 2006. For
2006, total interest expense increased $70.0 million, or
90.43%, over total interest expense of $77.4 million for
2005. The increase in total interest expense was primarily due
to an increase in average interest-bearing liabilities and
increases in average rates in 2007, 2006, and 2005 on total
interest-bearing liabilities.
24
Table 1 represents the composition of average interest-earning
assets and average interest-bearing liabilities by category for
the periods indicated, including the changes in average balance,
composition, and yield/rate between these respective periods:
TABLE
1 Distribution of Average Assets, Liabilities, and
Stockholders Equity;
Interest Rates and Interest Differentials
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve-Month Period Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
Balance
|
|
|
Interest
|
|
|
Rate
|
|
|
|
(Amounts in thousands)
|
|
|
ASSETS
|
Investment Securities Taxable
|
|
$
|
1,722,605
|
|
|
$
|
85,899
|
|
|
|
4.99
|
%
|
|
$
|
1,907,713
|
|
|
$
|
91,029
|
|
|
|
4.80
|
%
|
|
$
|
1,774,842
|
|
|
$
|
76,573
|
|
|
|
4.31
|
%
|
Tax preferenced(1)
|
|
|
666,278
|
|
|
|
29,231
|
|
|
|
5.88
|
%
|
|
|
604,222
|
|
|
|
26,545
|
|
|
|
5.90
|
%
|
|
|
425,877
|
|
|
|
19,078
|
|
|
|
5.99
|
%
|
Investment in FHLB stock
|
|
|
80,789
|
|
|
|
4,229
|
|
|
|
5.23
|
%
|
|
|
74,368
|
|
|
|
3,721
|
|
|
|
5.00
|
%
|
|
|
64,144
|
|
|
|
2,559
|
|
|
|
3.99
|
%
|
Federal Funds Sold & Interest Bearing Deposits with
other institutions
|
|
|
1,876
|
|
|
|
109
|
|
|
|
5.81
|
%
|
|
|
1,843
|
|
|
|
92
|
|
|
|
4.99
|
%
|
|
|
8,908
|
|
|
|
253
|
|
|
|
2.84
|
%
|
Loans(2)(3)
|
|
|
3,226,086
|
|
|
|
221,809
|
|
|
|
6.88
|
%
|
|
|
2,811,782
|
|
|
|
194,704
|
|
|
|
6.92
|
%
|
|
|
2,277,304
|
|
|
|
148,421
|
|
|
|
6.52
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Earning Assets
|
|
|
5,697,634
|
|
|
|
341,277
|
|
|
|
6.17
|
%
|
|
|
5,399,928
|
|
|
|
316,091
|
|
|
|
6.04
|
%
|
|
|
4,551,075
|
|
|
|
246,884
|
|
|
|
5.57
|
%
|
Total Non Earning Assets
|
|
|
382,869
|
|
|
|
|
|
|
|
|
|
|
|
363,892
|
|
|
|
|
|
|
|
|
|
|
|
317,676
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
6,080,503
|
|
|
|
|
|
|
|
|
|
|
$
|
5,763,820
|
|
|
|
|
|
|
|
|
|
|
$
|
4,868,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Savings Deposits(4)
|
|
$
|
1,288,745
|
|
|
$
|
31,764
|
|
|
|
2.46
|
%
|
|
$
|
1,220,441
|
|
|
$
|
26,637
|
|
|
|
2.18
|
%
|
|
$
|
1,140,703
|
|
|
$
|
13,907
|
|
|
|
1.22
|
%
|
Time Deposits
|
|
|
844,667
|
|
|
|
37,533
|
|
|
|
4.44
|
%
|
|
|
940,634
|
|
|
|
40,543
|
|
|
|
4.31
|
%
|
|
|
539,433
|
|
|
|
15,001
|
|
|
|
2.78
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Deposits
|
|
|
2,133,412
|
|
|
|
69,297
|
|
|
|
3.25
|
%
|
|
|
2,161,075
|
|
|
|
67,180
|
|
|
|
3.11
|
%
|
|
|
1,680,136
|
|
|
|
28,908
|
|
|
|
1.72
|
%
|
Other Borrowings
|
|
|
2,214,108
|
|
|
|
110,838
|
|
|
|
4.94
|
%
|
|
|
1,826,532
|
|
|
|
80,284
|
|
|
|
4.40
|
%
|
|
|
1,429,632
|
|
|
|
48,528
|
|
|
|
3.39
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Bearing Liabilities
|
|
|
4,347,520
|
|
|
|
180,135
|
|
|
|
4.11
|
%
|
|
|
3,987,607
|
|
|
|
147,464
|
|
|
|
3.70
|
%
|
|
|
3,109,768
|
|
|
|
77,436
|
|
|
|
2.49
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing deposits
|
|
|
1,285,857
|
|
|
|
|
|
|
|
|
|
|
|
1,354,014
|
|
|
|
|
|
|
|
|
|
|
|
1,382,968
|
|
|
|
|
|
|
|
|
|
Other Liabilities
|
|
|
43,285
|
|
|
|
|
|
|
|
|
|
|
|
59,296
|
|
|
|
|
|
|
|
|
|
|
|
38,057
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
403,841
|
|
|
|
|
|
|
|
|
|
|
|
362,903
|
|
|
|
|
|
|
|
|
|
|
|
337,958
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders Equity
|
|
$
|
6,080,503
|
|
|
|
|
|
|
|
|
|
|
$
|
5,763,820
|
|
|
|
|
|
|
|
|
|
|
$
|
4,868,751
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
161,142
|
|
|
|
|
|
|
|
|
|
|
$
|
168,627
|
|
|
|
|
|
|
|
|
|
|
$
|
169,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread tax equivalent
|
|
|
|
|
|
|
|
|
|
|
2.06
|
%
|
|
|
|
|
|
|
|
|
|
|
2.34
|
%
|
|
|
|
|
|
|
|
|
|
|
3.08
|
%
|
Net interest margin
|
|
|
|
|
|
|
|
|
|
|
2.86
|
%
|
|
|
|
|
|
|
|
|
|
|
3.13
|
%
|
|
|
|
|
|
|
|
|
|
|
3.73
|
%
|
Net interest margin tax equivalent
|
|
|
|
|
|
|
|
|
|
|
3.03
|
%
|
|
|
|
|
|
|
|
|
|
|
3.30
|
%
|
|
|
|
|
|
|
|
|
|
|
3.86
|
%
|
Net interest margin excluding loan fees
|
|
|
|
|
|
|
|
|
|
|
2.76
|
%
|
|
|
|
|
|
|
|
|
|
|
3.02
|
%
|
|
|
|
|
|
|
|
|
|
|
3.52
|
%
|
Net interest margin excluding loan fees tax
equivalent
|
|
|
|
|
|
|
|
|
|
|
2.93
|
%
|
|
|
|
|
|
|
|
|
|
|
3.19
|
%
|
|
|
|
|
|
|
|
|
|
|
3.65
|
%
|
|
|
|
(1) |
|
Includes tax-exempt income of $9.9 million for 2007,
$8.7 million for 2006 and $6.1 million for 2005. Non
tax equivalent rate was 4.39% for 2007, 4.44% for 2006, and
4.64% for 2005. |
|
(2) |
|
Loan fees are included in total interest income as follows,
(000)s omitted: 2007, $5,584; 2006, $5,818; 2005, $8,003 |
|
(3) |
|
Non performing loans are included in net loans as follows,
(000)s omitted: 2007, $1,435; 2006, $0; 2005, $0 |
|
(4) |
|
Includes interest bearing demand and money market accounts |
25
As stated above, the net interest margin measures net interest
income as a percentage of average earning assets. Our tax
effected (TE) net interest margin was 3.03% for 2007, compared
to 3.30% for 2006, and 3.86% for 2005. The decreases in the net
interest margin over the last three years are the result of the
increasing interest rate environment, which impacted interest
earned and interest paid as a percent of earning assets.
Although the yield on earning assets increased, this was offset
by higher interest paid on interest-bearing liabilities.
It is difficult to attribute the net interest margin changes to
any one factor. However, the banking and financial services
businesses in our market areas are highly competitive. This
competition has an influence on the strategies we employ. In
addition, the general increase in interest rates had an impact
on interest earned and interest paid as a percent of earning
assets. Although the yield on earning assets increased, this was
offset by higher interest paid on interest-bearing liabilities.
During the fourth quarter of 2007, the decline in interest rates
have helped improve our margins. We expect that the decline in
interest rates will continue into 2008.
Our non-interest-bearing deposits declined in 2007. This was due
primarily to the competition for these types of deposits. As a
result, we needed to borrow more funds through advances from
FHLB, increasing our costs and decreasing our net interest
income.
The decline in net interest margin is due to the cost of
interest-bearing liabilities rising faster than the increase in
yields on earning assets. This decline in net interest margin
has been mitigated by the strong growth in the balance sheet.
Average earning assets increased from $4.6 billion in 2005,
to $5.4 billion in 2006, and to $5.7 billion in 2007.
This represents a 5.51% increase in 2007 from 2006 and an 18.65%
increase in 2006 from 2005. In addition, the Company has
approximately $1.30 billion, or 38.52%, of its deposits in
interest free demand deposits as of December 31, 2007.
The net interest spread is the difference between the yield on
average earning assets less the cost of average interest-bearing
liabilities. The net interest spread is an indication of our
ability to manage interest rates received on loans and
investments and paid on deposits and borrowings in a competitive
and changing interest rate environment. Our net interest spread
(TE) was 2.06% for 2007, 2.34% for 2006, and 3.08% for 2005. The
decrease in the net interest spread for 2007 as compared to 2006
resulted from a 13 basis point increase in the yield on
earning assets offset by a 41 basis point increase in the
cost of interest-bearing liabilities, thus generating a
28 basis point decrease in the net interest spread. The
decrease in the net interest spread for 2006 resulted from a
47 basis point increase in the yield on earning assets and
a 121 basis point increase in the cost of interest-bearing
liabilities, thus generating a 74 basis point decrease in
the net interest spread.
The yield (TE) on earning assets increased to 6.17% for 2007,
from 6.04% for 2006, and reflects an increasing average interest
rate environment and a change in the mix of earning assets.
Investments as a percent of earning assets decreased to 41.93%
in 2007 from 46.52% in 2006. The yield on loans for 2007
decreased slightly to 6.88% as compared to 6.92% for 2005. The
yield on investments for 2007 increased to 5.24% as compared to
5.06% in 2006. The yield on loans for 2006 increased to 6.92% as
compared to 6.52% for 2005. The yield on investments increased
to 5.06% in 2006 as compared to 4.64% in 2005.
The cost of average interest-bearing liabilities increased to
4.11% for 2007 as compared to 3.70% for 2006 and 2.49% for 2005.
These variations reflected a change in the mix of
interest-bearing liabilities and an increasing interest rate
environment in 2007 and 2006. Borrowings as a percent of
interest-bearing liabilities increased to 50.93% for 2007 as
compared to 45.81% for 2006 and 45.97% for 2005. Borrowings
typically have a higher cost than interest-bearing deposits. The
cost of interest-bearing deposits for 2007 increased to 3.25% as
compared to 3.11% for 2006 and 1.72% for 2005, reflecting an
increasing interest rate environment in 2006 and 2007. The cost
of borrowings for 2007 increased to 4.94% as compared to 4.40%
for 2006, and 3.39% for 2005, also reflecting the same
increasing interest rate environment. The FDIC has approved the
payment of interest on certain demand deposit accounts. This
could have a negative impact on our net interest margin, net
interest spread, and net earnings, should this be implemented
fully. Currently, the only deposits for which we pay interest on
are NOW, Money Market and TCD Accounts.
Table 2 presents a comparison of interest income and interest
expense resulting from changes in the volumes and rates on
average earning assets and average interest-bearing liabilities
for the years indicated. Changes in interest income or expense
attributable to volume changes are calculated by multiplying the
change in volume by
26
the initial average interest rate. The change in interest income
or expense attributable to changes in interest rates is
calculated by multiplying the change in interest rate by the
initial volume. The changes attributable to interest rate and
volume changes are calculated by multiplying the change in rate
times the change in volume.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparison of Years Ended December 31,
|
|
|
|
2007 Compared to 2006
|
|
|
2006 Compared to 2005
|
|
|
|
Increase (Decrease) Due to
|
|
|
Increase (Decrease) Due to
|
|
|
|
|
|
|
|
|
|
Rate/
|
|
|
|
|
|
|
|
|
|
|
|
Rate/
|
|
|
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Volume
|
|
|
Total
|
|
|
Volume
|
|
|
Rate
|
|
|
Volume
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Interest Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable investment securities
|
|
$
|
(8,822
|
)
|
|
$
|
3,622
|
|
|
$
|
70
|
|
|
$
|
(5,130
|
)
|
|
$
|
6,211
|
|
|
$
|
8,467
|
|
|
$
|
(222
|
)
|
|
$
|
14,456
|
|
Tax-advantaged securities
|
|
|
3,606
|
|
|
|
(121
|
)
|
|
|
(799
|
)
|
|
|
2,686
|
|
|
|
10,299
|
|
|
|
(383
|
)
|
|
|
(2,449
|
)
|
|
|
7,467
|
|
Fed funds sold & interest-bearing deposits with other
institutions
|
|
|
2
|
|
|
|
15
|
|
|
|
|
|
|
|
17
|
|
|
|
(201
|
)
|
|
|
192
|
|
|
|
(152
|
)
|
|
|
(161
|
)
|
Investment in FHLB stock
|
|
|
321
|
|
|
|
171
|
|
|
|
17
|
|
|
|
509
|
|
|
|
408
|
|
|
|
648
|
|
|
|
106
|
|
|
|
1,162
|
|
Loans
|
|
|
28,670
|
|
|
|
(1,125
|
)
|
|
|
(440
|
)
|
|
|
27,105
|
|
|
|
34,848
|
|
|
|
9,109
|
|
|
|
2,326
|
|
|
|
46,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest on earning assets
|
|
|
23,777
|
|
|
|
2,562
|
|
|
|
(1,152
|
)
|
|
|
25,187
|
|
|
|
51,565
|
|
|
|
18,033
|
|
|
|
(391
|
)
|
|
|
69,207
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings deposits
|
|
|
1,489
|
|
|
|
3,417
|
|
|
|
249
|
|
|
|
5,155
|
|
|
|
973
|
|
|
|
10,951
|
|
|
|
821
|
|
|
|
12,745
|
|
Time deposits
|
|
|
(4,136
|
)
|
|
|
1,223
|
|
|
|
(125
|
)
|
|
|
(3,038
|
)
|
|
|
11,153
|
|
|
|
8,253
|
|
|
|
6,121
|
|
|
|
25,527
|
|
Other borrowings
|
|
|
17,290
|
|
|
|
10,000
|
|
|
|
3,265
|
|
|
|
30,555
|
|
|
|
13,642
|
|
|
|
14,640
|
|
|
|
3,474
|
|
|
|
31,756
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest on interest-bearing liabilities
|
|
|
14,643
|
|
|
|
14,640
|
|
|
|
3,389
|
|
|
|
32,672
|
|
|
|
25,768
|
|
|
|
33,844
|
|
|
|
10,416
|
|
|
|
70,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
$
|
9,134
|
|
|
$
|
(12,078
|
)
|
|
$
|
(4,541
|
)
|
|
$
|
(7,485
|
)
|
|
$
|
25,797
|
|
|
$
|
(15,811
|
)
|
|
$
|
(10,807
|
)
|
|
$
|
(821
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
and Fees on Loans
Our major source of revenue is interest and fees on loans, which
totaled $221.8 million for 2007. This represented an
increase of $27.1 million, or 13.92%, over interest and
fees on loans of $194.7 million for 2006. For 2006,
interest and fees on loans increased $46.3 million, or
31.18%, over interest and fees on loans of $148.4 million
for 2005. The increase in interest and fees on loans for 2007
reflects the increase in average loan balances offset by a
slight decrease in loan yield. For 2006, interest and fees on
loans reflects increases in the average balance of loans and
increases in interest rates. The yield on loans decreased to
6.88% for 2007, compared to 6.92% for 2006 and 6.52% 2005.
Deferred loan origination fees, net of costs, totaled
$11.9 million at December 31, 2007. This represented
an increase of $1.2 million, or 11.61%, from deferred loan
origination fees, net of costs, of $10.6 million at
December 31, 2006.
In general, we stop accruing interest on a loan after its
principal or interest becomes 90 days or more past due.
When a loan is placed on non-accrual, all interest previously
accrued but not collected is charged against earnings. There was
no interest income that was accrued and not reversed on
non-performing loans at December 31, 2007, 2006, and 2005.
For 2007, we had $1.4 million of non-performing loans. Had
non-performing loans for which interest was no longer accruing
complied with the original terms and conditions of their notes,
interest income would have been $90,000 greater for 2007. For
2006 and 2005 we had no non-performing loans.
Fees collected on loans are an integral part of the loan pricing
decision. Loan fees and the direct costs associated with the
origination of loans are deferred and deducted from total loans
on our balance sheet. Deferred
27
net loan fees are recognized in interest income over the term of
the loan using the effective-yield method. We recognized loan
fee income of $5.6 million for 2007, $5.8 million for
2006 and $8.0 million for 2005.
Table 3 summarizes loan fee activity for the Bank for the years
indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Fees Collected
|
|
$
|
6,818
|
|
|
$
|
5,261
|
|
|
$
|
10,634
|
|
Fees and costs deferred
|
|
|
(2,734
|
)
|
|
|
(2,376
|
)
|
|
|
(7,342
|
)
|
Accretion of deferred fees and costs
|
|
|
1,501
|
|
|
|
2,933
|
|
|
|
4,711
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fee income reported
|
|
$
|
5,585
|
|
|
$
|
5,818
|
|
|
$
|
8,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred net loan origination fees at end of year
|
|
$
|
11,857
|
|
|
$
|
10,624
|
|
|
$
|
10,766
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
on Investments
The second most important component of interest income is
interest on investments, which totaled $119.5 million for
2007. This represented a decrease of $1.9 million, or
1.58%, from interest on investments of $121.4 million for
2006. For 2006, interest on investments increased
$22.9 million, or 23.28%, over interest on investments of
$98.5 million for 2005. The decrease in interest on
investments for 2007 as compared to 2006 reflected the increase
in interest rates partially offset by decreases in average
balances. The interest rate environment and the investment
strategies we employ directly affect the yield on the investment
portfolio. We continually adjust our investment strategies in
response to the changing interest rate environments in order to
maximize the rate of total return consistent within prudent risk
parameters, and to minimize the overall interest rate risk of
the Company. The weighted-average yield on investments was 5.24%
for 2007, compared to 5.06% for 2006 and 4.64% for 2005.
Provision
for Credit Losses
We maintain an allowance for inherent credit losses that is
increased by a provision for credit losses charged against
operating results. Provision for credit losses is determined by
management as the amount to be added to the allowance for
probable credit losses after net charge-offs have been deducted
to bring the allowance to an adequate level which, in
managements best estimate, is necessary to absorb probable
credit losses within the existing loan portfolio. As such, we
made a provision for credit losses of $4.0 million in 2007
and $3.0 million in 2006. We did not make a provision for
credit losses during 2005. We believe the allowance is
appropriate. The ratio of the allowance for credit losses to
total loans as of December 31, 2007 and 2006 was 0.95% and
0.90%, respectively. No assurance can be given that economic
conditions which adversely affect the Companys service
areas or other circumstances will not be reflected in increased
provisions for credit losses in the future. The nature of this
process requires considerable judgment. The net charge-offs
totaled $1.4 million in 2007, net recoveries totaled
$1.5 million in 2006, and net charge-offs totaled $46,000
in 2005. See Risk Management Credit Risk
herein.
28
Other
Operating Income
The components of other operating income were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands, except per share amounts)
|
|
|
Service charges on deposit accounts
|
|
$
|
13,381
|
|
|
$
|
13,080
|
|
|
$
|
13,251
|
|
CitizensTrust
|
|
|
7,226
|
|
|
|
7,385
|
|
|
|
6,652
|
|
Bankcard services
|
|
|
2,530
|
|
|
|
2,486
|
|
|
|
2,453
|
|
BOLI Income
|
|
|
3,839
|
|
|
|
3,051
|
|
|
|
2,797
|
|
Other
|
|
|
4,349
|
|
|
|
6,199
|
|
|
|
4,668
|
|
Gain/(Loss) on sale of securities, net
|
|
|
|
|
|
|
1,057
|
|
|
|
(46
|
)
|
Impairment charge on investment securities
|
|
|
|
|
|
|
|
|
|
|
(2,270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating income
|
|
$
|
31,325
|
|
|
$
|
33,258
|
|
|
$
|
27,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating income, totaled $31.3 million for 2007.
This represents a decrease of $1.9 million, or 5.81%, from
other operating income, including realized gains on the sales of
investment securities, of $33.3 million for 2006. During
2006, other operating income, including realized gains on the
sales of investment securities, increased $5.8 million or
20.91%, over other operating income, including realized losses
on the sales of investment securities, of $27.5 million for
2005.
Other operating income as a percent of net revenues (net
interest income before loan loss provision plus other operating
income) was 16.28% for 2007, as compared to 16.47% for 2006 and
13.97% for 2005.
Service charges on deposit accounts totaled $13.4 million
in 2007. This represented an increase of $301,000 or 2.30% over
service charges on deposit accounts of $13.1 million in
2006. Service charges for demand deposit (checking) accounts for
business customers are generally charged based on an analysis of
their activity and include an earnings allowance based on their
average balances. Service charges on deposit accounts in 2006
decreased $171,000 or 1.29% from service charges on deposit
accounts of $13.3 million in 2005. Service charges on
deposit accounts represented 42.72% of other operating income in
2007, as compared to 39.33% in 2006 and 48.18% in 2005.
CitizensTrust consists of Trust Services and Investment
Services. Trust Services provides a variety of services,
which include asset management services (both full management
services and custodial services), estate planning, retirement
planning, private and corporate trustee services, and probate
services. Investment Services provides mutual funds,
certificates of deposit, and other non-insured investment
products. CitizensTrust generated fees of $7.2 million in
2007. This represents a decrease of $159,000, or 2.15% from fees
generated of $7.4 million in 2006. Fees generated by
CitizensTrust represented 23.07% of other operating income in
2007, as compared to 22.20% in 2006 and 24.19% in 2005.
Bankcard Services, which provides merchant bankcard services,
generated fees totaling $2.5 million in each of the three
years 2007, 2006 and 2005. Fees generated by Bankcard
represented 8.08% of other operating income in 2007, as compared
to 7.48% in 2006 and 8.92% in 2005.
Bank Owned Life Insurance (BOLI) income totaled
$3.8 million in 2007. This represents an increase of
$788,000, or 25.84%, over BOLI income generated of
$3.1 million for 2006. BOLI income in 2006 increased
$254,000, or 9.08% over BOLI income generated of
$2.8 million for 2005. The increase in BOLI income was due
to the purchase of $25.0 million in BOLI in September 2006.
Other fees and income, which includes wire fees, other business
services, international banking fees, check sale, ATM fees,
miscellaneous income, etc, generated fees totaling
$4.3 million in 2007. This represented a decrease of
$1.8 million, or 29.83% from other fees and income
generated of $6.2 million in 2006. The increase in 2006 is
primarily due to the gain on sale of the Arcadia and former
Operations Center buildings of $726,000 and a legal settlement
of $750,000.
29
We recorded an impairment charge on investment securities of
$2.3 million in 2005. This charge was due to two issues of
Federal Home Loan Mortgage Corporation (Freddie Mac)
preferred stock which were determined to be
other-than-temporarily impaired. Although these securities reset
with LIBOR (one issue resets to the
3-month
LIBOR rate every three months and the other resets to the
12-month
LIBOR every twelve months), the market value of the Freddie Mac
preferred stock had not recovered accordingly. Since there was a
loss of value that was deemed to be other-than-temporary, we
charged $2.3 million against the earnings in 2005 to adjust
for the impairment of the two issues of preferred stock. During
the third quarter of 2006, we sold all of our shares of Freddie
Mac Preferred Stock at a net gain of $1.1 million based on
our book values after write downs of $8.6 million in prior
periods.
The sales of securities generated a realized gain of
$1.1 million in 2006 and a realized loss of $46,000 in
2005. The gains/losses on sales of securities in prior years
were primarily due to repositioning of the investment portfolio
to take advantage of the current interest rate cycle.
Other
Operating Expenses
The components of other operating expenses were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands, except per
|
|
|
|
share amounts)
|
|
|
Salaries and employee benefits
|
|
$
|
55,303
|
|
|
$
|
50,509
|
|
|
$
|
51,535
|
|
Occupancy
|
|
|
10,540
|
|
|
|
8,572
|
|
|
|
8,327
|
|
Equipment
|
|
|
7,026
|
|
|
|
7,025
|
|
|
|
7,578
|
|
Stationery and supplies
|
|
|
6,712
|
|
|
|
6,492
|
|
|
|
5,569
|
|
Professional services
|
|
|
6,274
|
|
|
|
5,896
|
|
|
|
4,268
|
|
Promotion
|
|
|
5,953
|
|
|
|
6,251
|
|
|
|
5,835
|
|
Amortization of Intangibles
|
|
|
2,969
|
|
|
|
2,353
|
|
|
|
2,061
|
|
Other
|
|
|
10,627
|
|
|
|
8,726
|
|
|
|
4,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating expenses
|
|
$
|
105,404
|
|
|
$
|
95,824
|
|
|
$
|
90,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other operating expenses totaled $105.4 million for 2007.
This represents an increase of $9.6 million, or 10.0%, over
other operating expenses of $95.8 million for 2006. During
2006, other operating expenses increased $5.8 million, or
6.41%, over other operating expenses of $90.1 million for
2005.
For the most part, other operating expenses reflect the direct
expenses and related administrative expenses associated with
staffing, maintaining, promoting, and operating branch
facilities. Our ability to control other operating expenses in
relation to asset growth can be measured in terms of other
operating expenses as a percentage of average assets. Operating
expenses measured as a percentage of average assets decreased to
1.73% for 2007, compared to 1.97% for 2006, and 1.85% for 2005.
The decrease in the ratio in 2007 indicates that management is
controlling greater levels of assets with proportionately
smaller operating expenses, an indication of operating
efficiency.
Our ability to control other operating expenses in relation to
the level of net revenue (net interest income plus other
operating income) is measured by the efficiency ratio and
indicates the percentage of net revenue that is used to cover
expenses. For 2007, the efficiency ratio was 55.93%, compared to
48.18% for 2006 and 45.72% for 2005. The increase in 2007 is due
to increases in salaries and related expenses and other expenses
as discussed below.
Salaries and related expenses comprise the greatest portion of
other operating expenses. Salaries and related expenses totaled
$55.3 million for 2007. This represented an increase of
$4.8 million, or 9.49%, over salaries and related expenses
of $50.5 million for 2006. Salary and related expenses
decreased $1.0 million, or 1.99%, from salaries and related
expenses of $51.5 million for 2005. At December 31,
2007, we employed 766 persons, 541 on a full-time and 225
on a part-time basis, this compares to 752 persons, 522 on
a full-time and 230 on a part-time basis at December 31,
2006, and 719 persons, 493 on a full-time and 226 on a
part-time basis at December 31, 2005. The increases
primarily resulted from increased staffing levels as a result of
the overall growth of the Company and the
30
addition of new business financial centers through the FCB
acquisition. Salaries and related expenses as a percent of
average assets decreased to 0.91% for 2007, compared to 1.04%
for 2006, and 1.06% for 2005.
Stationery and supplies expense totaled $6.7 million for
2007, compared to $6.5 million in 2006 and
$5.6 million in 2005. The increase was primarily due to the
overall internal growth of the business and the addition of new
business financial centers through the FCB acquisition.
Professional services totaled $6.3 million for 2007. This
represented an increase of $378,000 or 6.41%, over expense of
$5.9 million for 2006. For 2006, professional services
increased $1.6 million, or 38.13%, over expense of
$4.3 million for 2005. The increases were primarily due to
professional expenses incurred for recruitment of new associates
and legal fees due to outstanding litigation.
Promotion expense totaled $6.0 million for 2007. This
represented a decrease of $298,000, or 4.77%, from expense of
$6.3 million for 2006. Promotion expense increased in 2006
by $417,000, or 7.14%, over expense of $5.8 million for
2005. The increase in 2006 of promotional expenses was primarily
associated with increases in advertising expense as we expand
our market area.
Other operating expenses totaled $10.6 million for 2007.
This represented an increase of $1.9 million, or 21.79%,
over expense of $8.7 million for 2006. The increase in 2007
was primarily due to $1.2 million increase in the provision
for unfunded commitments during 2007 and $675,000 related to the
Banks share of allocable losses from certain
tax-preferenced investments. The increase in provision for
unfunded commitments in 2007 compared to 2006 was primarily due
to an increase in loan commitments and more specifically, an
increase in classified loans related to those commitments. Other
operating expenses increased for 2006 by $3.8 million, or
78.81%, over an expense of $4.9 million for 2005. The
increase in 2006 was primarily due to the reversal of our prior
accrual for the settlement of a robbery loss of
$2.6 million in the first quarter of 2005 and increases in
third-party data processing and loan expenses during 2006.
Results
of Segment Operations
We have two reportable business segments, which are Business
Financial Centers and Treasury. The results of these two
segments are included in the reconciliation between business
segment totals and our consolidated total. Our business segments
do not include the results of administration units that do not
meet the definition of an operating segment.
31
Business
Financial Centers
Key measures we use to evaluate the Business Financial
Centers performance are included in the following table
for years ended December 31, 2007, 2006 and 2005. The table
also provides additional significant segment measures useful to
understanding the performance of this segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Key Measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
234,142
|
|
|
$
|
219,663
|
|
|
$
|
157,474
|
|
Interest expense
|
|
|
77,848
|
|
|
|
58,469
|
|
|
|
26,232
|
|
Non-interest income
|
|
|
18,148
|
|
|
|
15,136
|
|
|
|
12,256
|
|
Non-interest expense
|
|
|
44,558
|
|
|
|
41,258
|
|
|
|
38,064
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax profit
|
|
$
|
129,884
|
|
|
$
|
135,072
|
|
|
$
|
105,434
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
Average loans
|
|
$
|
3,226,086
|
|
|
$
|
2,811,782
|
|
|
$
|
2,277,304
|
|
Average interest-bearing deposits
|
|
$
|
2,133,412
|
|
|
$
|
2,161,075
|
|
|
$
|
1,680,136
|
|
Yield on loans
|
|
|
6.88
|
%
|
|
|
6.92
|
%
|
|
|
6.52
|
%
|
Rate paid on deposits
|
|
|
3.25
|
%
|
|
|
3.11
|
%
|
|
|
1.72
|
%
|
For 2007, interest income increased $14.5 million, or
6.59%, when compared with interest income during 2006. For 2006,
interest income increased $62.2 million, or 39.49%, when
compared with interest income during 2005. This is due to the
increase in balances outstanding on loans and increases in
interest rates. Average loan balances increased year over year
by $414.3 million, or 14.73% in 2007 and
$534.5 million, or 23.47% in 2006.
For 2007, interest expense increased $19.4 million, or
33.14%, when compared with interest expense during 2006. For
2006, interest expense increased $32.2 million, or 122.89%,
when compared with interest income during 2005. The rapid
increase in interest expense is due to the continued increase in
interest rates offered on deposit products. Pricing pressures on
deposits continue to take place in the market place. Deposit
costs increased by 14 basis points while loan yields
decreased by 4 basis points.
Non-interest income and non-interest expense also had increases
when compared to the prior periods. The increases have been
consistent year over year, primarily due to the growth of the
Company. Non-interest income increased $3.0 million or
19.90% during 2007 over 2006 and increased $2.9 million, or
23.50% during 2006 over 2005. Non-interest expense also
increased $3.3 million, or 8.00% for 2007 and
$3.2 million, or 8.39% for 2006.
32
Treasury
Key measures we use to evaluate the Treasurys performance
are included in the following table for the years ended
December 31, 2007, 2006, and 2005. The table also provides
additional significant segment measures useful to understanding
the performance of this segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Key Measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
119,544
|
|
|
$
|
121,438
|
|
|
$
|
98,524
|
|
Interest expense
|
|
|
129,698
|
|
|
|
115,839
|
|
|
|
75,746
|
|
Non-interest income
|
|
|
1
|
|
|
|
1,058
|
|
|
|
2
|
|
Non-interest expense
|
|
|
1,148
|
|
|
|
1,123
|
|
|
|
3,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax profit (loss)
|
|
$
|
(11,301
|
)
|
|
$
|
5,534
|
|
|
$
|
19,242
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
Average investments
|
|
$
|
2,471,548
|
|
|
$
|
2,588,146
|
|
|
$
|
2,273,771
|
|
Average borrowings
|
|
$
|
2,214,108
|
|
|
$
|
1,826,532
|
|
|
$
|
1,429,632
|
|
Yield on investments-TE
|
|
|
5.24
|
%
|
|
|
5.06
|
%
|
|
|
4.64
|
%
|
Non-tax equivalent yield
|
|
|
4.39
|
%
|
|
|
4.44
|
%
|
|
|
4.54
|
%
|
Rate paid on borrowings
|
|
|
4.94
|
%
|
|
|
4.40
|
%
|
|
|
3.39
|
%
|
For 2007, interest income decreased $1.9 million, or 1.56%
from 2006. The decrease is due to the planned reduction of the
investment portfolio. Average investment balances decreased
$116.6 million during 2007. Since September 2006, we have
allowed $253.0 million in investment balances to roll off
the balance sheet, allowing us to de-leverage our balance sheet.
Our current strategy is to allow a portion of the cash flow from
our investment portfolio to either pay down borrowings or fund
loans. For 2006, interest income increased $22.9 million,
or 23.26% over 2005. The increase in 2006 is attributed to
higher average investment balances and an increase in investment
yields.
For 2007, interest expense increased $13.9 million or
11.96%, when compared with 2006. For 2006, interest expense
increased $40.1 million, or 52.93%, when compared with
2005. This is due to the re-pricing of FHLB Advances which fund
the investment portfolio. Short-term funding rates have remained
higher than the longer term rates; and since most of our
advances had a maturity date of one year or less, they re-priced
to a higher interest rate while our investment portfolio did not
re-price as quickly. The cost of funding increased to 4.94% in
2007 from 4.40% in 2006 and 3.39% in 2005.
The result of increases in cost of funds reduced the Treasury
segment pretax income from $19.2 million in 2005 to
$5.5 million in 2006 and to a net loss of
$11.3 million in 2007.
There are no provisions for credit losses or taxes in the
segments as these are accounted for at the corporate level.
33
Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Key Measures:
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
61,360
|
|
|
$
|
52,879
|
|
|
$
|
35,490
|
|
Interest expense
|
|
|
46,358
|
|
|
|
51,045
|
|
|
|
20,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
15,002
|
|
|
$
|
1,834
|
|
|
$
|
15,428
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Credit Losses
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
Non-interest income
|
|
|
13,176
|
|
|
|
17,064
|
|
|
|
15,247
|
|
Non-interest expense
|
|
|
59,698
|
|
|
|
53,443
|
|
|
|
48,451
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-tax loss
|
|
$
|
(35,520
|
)
|
|
$
|
(37,545
|
)
|
|
$
|
(17,776
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Companys administration and other operating
departments reported pre-tax loss of $35.5 million for the
year ended December 31, 2007. This represented a decrease
of $2.0 million, or 5.39%, from pre-tax loss of
$37.5 million for the year ended December 31, 2006.
Pre-tax loss for 2006 increased $19.8 million to
$37.5 million, or 111.2%, over pre-tax loss of
$17.8 million for 2005. The increase in 2006 is attributed
to increased interest expense due to an increasing interest rate
environment resulting in higher charge for funds used and an
increase in non-interest expense and provision for credit losses.
Income
Taxes
Our effective tax rate for 2007 was 27.06%, compared to 31.52%
for 2006, and 34.34% for 2005. The effective tax rates are below
the nominal combined Federal and State tax rates as a result of
the increase in tax-preferenced income from certain investments
and municipal loans/leases as a percentage of total income for
each period. In 2007, the percentage of tax-preferenced income
to total income increased, resulting in lower tax rate compared
to prior year. The majority of tax preferenced income is derived
from municipal securities.
ANALYSIS
OF FINANCIAL CONDITION
The Company reported total assets of $6.3 billion at
December 31, 2007. This represented an increase of
$201.7 million, or 3.31%, over total assets of
$6.1 billion at December 31, 2006.
Investment
Securities
The Company maintains a portfolio of investment securities to
provide interest income and to serve as a source of liquidity
for its ongoing operations. The tables below set forth
information concerning the composition of the investment
securities portfolio at December 31, 2007, 2006, and 2005,
and the maturity distribution of the investment securities
portfolio at December 31, 2007. At December 31, 2007,
we reported total investment securities of $2.39 billion.
This represents a decrease of $192.3 million, or 7.45%,
from total investment securities of $2.58 billion at
December 31, 2006. During 2007, it has been the intent of
the Company to reduce the investment portfolio, using the cash
flows to fund the growth in the loan portfolio.
Under SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, securities held
as available-for-sale are reported at current market
value for financial reporting purposes. The related unrealized
gain or loss, net of income taxes, is recorded in
stockholders equity. At December 31, 2007, securities
held as available-for-sale had a fair market value of
$2.37 billion, representing 100.00% of total investment
securities with an amortized cost of $2.36 billion. At
December 31, 2007, the net unrealized holding gain on
securities available-for-sale was $7.1 million that
resulted in accumulated other comprehensive gain of
$4.1 million (net of $3.0 million in deferred taxes).
34
The composition of the investment portfolio at December 31,
2007 consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing
|
|
|
|
|
|
|
Weighted
|
|
|
After One Year
|
|
|
Weighted
|
|
|
After Five
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
Balance as of
|
|
|
Weighted
|
|
|
|
|
|
|
One Year
|
|
|
Average
|
|
|
through Five
|
|
|
Average
|
|
|
Years through
|
|
|
Average
|
|
|
After Ten
|
|
|
Average
|
|
|
December 31,
|
|
|
Average
|
|
|
% to
|
|
|
|
or Less
|
|
|
Yield
|
|
|
Years
|
|
|
Yield
|
|
|
Ten Years
|
|
|
Yield
|
|
|
Years
|
|
|
Yield
|
|
|
2007
|
|
|
Yield
|
|
|
Total
|
|
|
U.S. Treasury Obligations
|
|
$
|
998
|
|
|
|
4.83
|
%
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
|
|
|
|
0.00
|
%
|
|
$
|
998
|
|
|
|
4.83
|
%
|
|
|
0.04
|
%
|
Government agency and government-sponsored enterprises
|
|
|
23,129
|
|
|
|
4.21
|
%
|
|
|
27,706
|
|
|
|
5.23
|
%
|
|
|
|
|
|
|
0.00
|
%
|
|
|
|
|
|
|
0.00
|
%
|
|
$
|
50,835
|
|
|
|
4.76
|
%
|
|
|
2.13
|
%
|
Mortgage-backed securities
|
|
|
1,172
|
|
|
|
4.49
|
%
|
|
|
883,481
|
|
|
|
4.57
|
%
|
|
|
137,933
|
|
|
|
5.42
|
%
|
|
|
475
|
|
|
|
5.81
|
%
|
|
$
|
1,023,061
|
|
|
|
4.68
|
%
|
|
|
42.80
|
%
|
CMO/REMICs
|
|
|
18,052
|
|
|
|
5.17
|
%
|
|
|
554,545
|
|
|
|
4.88
|
%
|
|
|
50,209
|
|
|
|
5.23
|
%
|
|
|
|
|
|
|
0.00
|
%
|
|
$
|
622,806
|
|
|
|
4.92
|
%
|
|
|
26.05
|
%
|
Municipal bonds(1)
|
|
|
34,943
|
|
|
|
5.35
|
%
|
|
|
201,776
|
|
|
|
4.96
|
%
|
|
|
264,973
|
|
|
|
4.28
|
%
|
|
|
191,174
|
|
|
|
4.00
|
%
|
|
$
|
692,866
|
|
|
|
4.45
|
%
|
|
|
28.98
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
78,294
|
|
|
|
4.95
|
%
|
|
$
|
1,667,508
|
|
|
|
4.73
|
%
|
|
$
|
453,115
|
|
|
|
4.73
|
%
|
|
$
|
191,649
|
|
|
|
4.00
|
%
|
|
$
|
2,390,566
|
|
|
|
4.68
|
%
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
The weighted average yield is not tax-equivalent. The
tax-equivalent yield is 5.90%. |
The above table excludes securities without stated maturities.
The maturity of each security category is defined as the
contractual maturity except for the categories of
mortgage-backed securities and CMO/REMICs whose maturities are
defined as the estimated average life. The final maturity of
mortgage-backed securities and CMO/REMICs will differ from their
contractual maturities because the underlying mortgages have the
right to repay such obligations without penalty. The speed at
which the underlying mortgages repay is influenced by many
factors, one of which is interest rates. Mortgages tend to repay
faster as interest rates fall and slower as interest rate rise.
This will either shorten or extend the estimated average life.
Also, the yield on mortgages-backed securities and CMO/REMICs
are affected by the speed at which the underlying mortgages
repay. This is caused by the change in the amount of
amortization of premiums or accretion of discount of each
security as repayments increase or decrease. The Company obtains
the estimated average life of each security from independent
third parties.
The weighted-average yield (TE) on the investment portfolio at
December 31, 2007 was 4.68% with a weighted-average life of
4.7 years. This compares to a weighted-average yield of
4.61% at December 31, 2006 with a weighted-average life of
4.7 years. The weighted average life is the average number
of years that each dollar of unpaid principal due remains
outstanding. Average life is computed as the weighted-average
time to the receipt of all future cash flows, using as the
weights the dollar amounts of the principal pay-downs.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Amounts in thousands)
|
|
|
U.S. Treasury Obligations
|
|
$
|
998
|
|
|
|
0.04
|
%
|
|
$
|
970
|
|
|
|
0.04
|
%
|
|
$
|
497
|
|
|
|
0.02
|
%
|
Government agency and government- sponsored enterprises
|
|
|
50,835
|
|
|
|
2.13
|
%
|
|
|
68,300
|
|
|
|
2.64
|
%
|
|
|
54,089
|
|
|
|
2.28
|
%
|
Mortgage-backed securities
|
|
|
1,023,061
|
|
|
|
42.80
|
%
|
|
|
1,077,851
|
|
|
|
41.73
|
%
|
|
|
1,184,608
|
|
|
|
49.99
|
%
|
CMO/REMICs
|
|
|
622,806
|
|
|
|
26.05
|
%
|
|
|
787,270
|
|
|
|
30.48
|
%
|
|
|
609,912
|
|
|
|
25.74
|
%
|
Municipal bonds
|
|
|
692,866
|
|
|
|
28.98
|
%
|
|
|
645,785
|
|
|
|
25.00
|
%
|
|
|
463,900
|
|
|
|
19.57
|
%
|
FHLMC Preferred Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
56,070
|
|
|
|
2.37
|
%
|
Other securities
|
|
|
|
|
|
|
|
|
|
|
2,726
|
|
|
|
0.11
|
%
|
|
|
816
|
|
|
|
0.03
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL
|
|
$
|
2,390,566
|
|
|
|
100.00
|
%
|
|
$
|
2,582,902
|
|
|
|
100.00
|
%
|
|
$
|
2,369,892
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Approximately 70% of securities issued by the
U.S. government or U.S. government-sponsored agencies
guarantee payment of principal and interest.
35
Composition
of the Fair Value and Gross Unrealized Losses of Securities
Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
Less than 12 months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
Description of Securities
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
|
(Amounts in thousands)
|
|
|
U.S. Treasury Obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Government agency & government- sponsored enterprises
|
|
|
|
|
|
|
|
|
|
|
10,434
|
|
|
|
55
|
|
|
|
10,434
|
|
|
|
55
|
|
Mortgage-backed securities
|
|
|
26,109
|
|
|
|
30
|
|
|
|
703,159
|
|
|
|
9,723
|
|
|
|
729,268
|
|
|
|
9,753
|
|
CMO/REMICs
|
|
|
26,131
|
|
|
|
32
|
|
|
|
140,779
|
|
|
|
842
|
|
|
|
166,910
|
|
|
|
874
|
|
Municipal bonds
|
|
|
196,945
|
|
|
|
2,108
|
|
|
|
78,479
|
|
|
|
1,119
|
|
|
|
275,424
|
|
|
|
3,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
249,185
|
|
|
$
|
2,170
|
|
|
$
|
932,851
|
|
|
$
|
11,739
|
|
|
$
|
1,182,036
|
|
|
$
|
13,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
Less than 12 months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
Description of Securities
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
|
|
|
|
|
|
|
(Amounts in thousands)
|
|
|
|
|
|
|
|
|
U.S. Treasury Obligations
|
|
$
|
970
|
|
|
$
|
1
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
970
|
|
|
$
|
1
|
|
Government agency & government- sponsored enterprises
|
|
|
12,040
|
|
|
|
45
|
|
|
|
41,101
|
|
|
|
458
|
|
|
|
53,141
|
|
|
|
503
|
|
Mortgage-backed securities
|
|
|
74,274
|
|
|
|
388
|
|
|
|
880,162
|
|
|
|
27,218
|
|
|
|
954,436
|
|
|
|
27,606
|
|
CMO/REMICs
|
|
|
53,681
|
|
|
|
241
|
|
|
|
454,693
|
|
|
|
6,343
|
|
|
|
508,374
|
|
|
|
6,584
|
|
Municipal bonds
|
|
|
276,512
|
|
|
|
3,474
|
|
|
|
60,065
|
|
|
|
1,381
|
|
|
|
336,577
|
|
|
|
4,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
417,477
|
|
|
$
|
4,149
|
|
|
$
|
1,436,021
|
|
|
$
|
35,400
|
|
|
$
|
1,853,498
|
|
|
$
|
39,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above shows the Companys investment
securities gross unrealized losses and fair value by
investment category and length of time that individual
securities have been in a continuous unrealized loss position,
at December 31, 2007 and 2006. We have reviewed individual
securities classified as available-for-sale to determine whether
a decline in fair value below the amortized cost basis is
other-than-temporary. If it is probable that we will be unable
to collect all amounts due according to the contractual terms of
a debt security not impaired at acquisition, an
other-than-temporary impairment shall be considered to have
occurred. If an other-than-temporary impairment occurs the cost
basis of the security would be written down to its fair value as
a new cost basis and the write down would be accounted for as a
realized loss. A summary of our analysis of these securities and
the unrealized losses is described more fully in
Note 2 Investment Securities in the notes to
the consolidated financial statements.
Loans
At December 31, 2007, the Company reported total loans, net
of deferred loan fees, of $3.50 billion. This represents an
increase of $424.9 million, or 13.84%, over total loans of
$3.07 billion at December 31, 2006.
36
Table 4 presents the distribution of our loan portfolio at the
dates indicated.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Amounts in thousands)
|
|
|
Commercial and Industrial
|
|
$
|
365,214
|
|
|
$
|
264,416
|
|
|
$
|
223,330
|
|
|
$
|
284,795
|
|
|
$
|
289,597
|
|
Real Estate
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Construction
|
|
|
308,354
|
|
|
|
299,112
|
|
|
|
270,436
|
|
|
|
235,849
|
|
|
|
156,287
|
|
Commercial Real Estate
|
|
|
1,805,946
|
|
|
|
1,642,370
|
|
|
|
1,363,516
|
|
|
|
1,057,140
|
|
|
|
904,705
|
|
SFR Mortgage
|
|
|
365,849
|
|
|
|
284,725
|
|
|
|
271,237
|
|
|
|
116,282
|
|
|
|
50,697
|
|
Consumer, net of unearned discount
|
|
|
58,999
|
|
|
|
54,125
|
|
|
|
59,801
|
|
|
|
51,187
|
|
|
|
44,645
|
|
Municipal Lease Finance Receivables
|
|
|
156,646
|
|
|
|
126,393
|
|
|
|
108,832
|
|
|
|
71,675
|
|
|
|
37,866
|
|
Auto and equipment leases
|
|
|
58,505
|
|
|
|
51,420
|
|
|
|
39,442
|
|
|
|
34,753
|
|
|
|
28,497
|
|
Dairy and Livestock
|
|
|
387,488
|
|
|
|
358,259
|
|
|
|
338,035
|
|
|
|
297,659
|
|
|
|
255,039
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Loans
|
|
|
3,507,001
|
|
|
|
3,080,820
|
|
|
|
2,674,629
|
|
|
|
2,149,340
|
|
|
|
1,767,333
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses
|
|
|
33,049
|
|
|
|
27,737
|
|
|
|
23,204
|
|
|
|
22,494
|
|
|
|
21,282
|
|
Deferred Loan Fees
|
|
|
11,857
|
|
|
|
10,624
|
|
|
|
10,765
|
|
|
|
9,266
|
|
|
|
7,392
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Net Loans
|
|
$
|
3,462,095
|
|
|
$
|
3,042,459
|
|
|
$
|
2,640,660
|
|
|
$
|
2,117,580
|
|
|
$
|
1,738,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial loans are loans to commercial entities
to finance capital purchases or improvements, or to provide cash
flow for operations. Real estate loans are loans secured by
conforming first trust deeds on real property, including
property under construction, commercial property and single
family and multifamily residences. Consumer loans include
installment loans to consumers as well as home equity loans and
other loans secured by junior liens on real property. Municipal
lease finance receivables are leases to municipalities. Dairy
and livestock loans are loans to finance the operating needs of
wholesale dairy farm operations, cattle feeders, livestock
raisers, and farmers.
As of December 31, 2007, the Company had
$308.4 million in construction loans. This represents 8.8%
of the total loans outstanding of $3.5 billion. Of this
$308.4 million in construction loans, approximately 52%, or
$159.2 million, were for single-family residences and land
loans. The remaining construction loans, totaling
$149.2 million, were related to commercial construction.
The Company does not make subprime mortgage loans.
37
Table 5 provides the maturity distribution for commercial and
industrial loans, real estate construction loans and
agribusiness loans as of December 31, 2007. The loan
amounts are based on contractual maturities although the
borrowers have the ability to prepay the loans. Amounts are also
classified according to re-pricing opportunities or rate
sensitivity.
TABLE
5 Loan Maturities and Interest Rate Category at
December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
After One
|
|
|
|
|
|
|
|
|
|
|
|
|
But
|
|
|
|
|
|
|
|
|
|
Within
|
|
|
Within
|
|
|
After
|
|
|
|
|
|
|
One Year
|
|
|
Five Years
|
|
|
Five Years
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
Types of Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial and industrial
|
|
$
|
153,768
|
|
|
$
|
91,508
|
|
|
$
|
119,938
|
|
|
$
|
365,214
|
|
Commercial Real Estate
|
|
|
98,504
|
|
|
|
277,798
|
|
|
|
1,429,644
|
|
|
|
1,805,946
|
|
Construction
|
|
|
268,793
|
|
|
|
26,487
|
|
|
|
13,074
|
|
|
|
308,354
|
|
Dairy and Livestock
|
|
|
308,090
|
|
|
|
79,136
|
|
|
|
262
|
|
|
|
387,488
|
|
Other
|
|
|
15,430
|
|
|
|
99,739
|
|
|
|
524,830
|
|
|
|
639,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
844,585
|
|
|
$
|
574,668
|
|
|
$
|
2,087,748
|
|
|
$
|
3,507,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of Loans based upon:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed Rates
|
|
$
|
36,165
|
|
|
$
|
192,540
|
|
|
$
|
1,239,143
|
|
|
$
|
1,467,848
|
|
Floating or adjustable rates
|
|
|
808,420
|
|
|
|
382,128
|
|
|
|
848,605
|
|
|
|
2,039,153
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
844,585
|
|
|
$
|
574,668
|
|
|
$
|
2,087,748
|
|
|
$
|
3,507,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As a normal practice in extending credit for commercial and
industrial purposes, we may accept trust deeds on real property
as collateral. In some cases, when the primary source of
repayment for the loan is anticipated to come from the cash flow
from normal operations of the borrower, real property as
collateral is not the primary source of repayment but has been
taken as an abundance of caution. In these cases, the real
property is considered a secondary source of repayment for the
loan. Since we lend primarily in Southern and Central
California, our real estate loan collateral is concentrated in
this region. At December 31, 2007, substantially all of our
loans secured by real estate were collateralized by properties
located in California. This concentration is considered when
determining the adequacy of our allowance for credit losses.
Non-performing
Assets
Non-performing assets include non-performing loans, non-accrual
loans, loans 90 days or more past due and still accruing
interest, and restructured loans (see Risk
Management Credit Risk herein). At
December 31, 2007, we had $1.4 million in
non-performing loans. Of this amount, one loan of
$1.1 million was classified as impaired. We had no
non-performing loans and no loans classified as impaired at
December 31, 2006. A loan is impaired when, based on
current information and events, it is probable that a creditor
will be unable to collect all amounts (contractual interest and
principal) according to the contractual terms of the loan
agreement.
At December 31, 2007, we had $1.4 million of
non-accrual loans. At December 31, 2006, we had no loans on
which interest was no longer accruing (non-accrual). Loans are
put on non-accrual after 90 days of non-performance. They
can also be put on non-accrual if, in the judgment of
management, the collectability is doubtful. All accrued and
unpaid interest is reversed out. The Bank allocates specific
reserves which are included in the allowance for credit losses
for potential losses on non-accrual loans.
A restructured loan is a loan on which terms or conditions have
been modified due to the deterioration of the borrowers
financial condition. At December 31, 2007, and 2006 we had
no loans that were classified as restructured.
38
Table 6 provides information on non-performing loans and other
real estate owned at the dates indicated.
TABLE
6 Non-Performing Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Amounts in thousands)
|
|
|
Nonaccrual loans
|
|
$
|
1,435
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2
|
|
|
$
|
548
|
|
Loans past due 90 days or more
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructured loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned (OREO)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total nonperforming assets
|
|
$
|
1,435
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2
|
|
|
$
|
548
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of nonperforming assets to total loans
outstanding & OREO
|
|
|
0.04
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.03
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of nonperforming assets to total assets
|
|
|
0.02
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.00
|
%
|
|
|
0.01
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Except for non-performing loans as set forth in Table 6 and
loans disclosed as impaired, (see Risk
Management Credit Risk herein) we are not
aware of any loans as of December 31, 2007 for which known
credit problems of the borrower would cause serious doubts as to
the ability of such borrowers to comply with their present loan
repayment terms, or any known events that would result in the
loan being designated as non-performing at some future date. We
cannot, however, predict the extent to which the deterioration
in general economic conditions, real estate values, changes in
general rates of interest, change in the financial conditions or
business of a borrower may adversely affect a borrowers
ability to pay.
At December 31, 2007, and 2006 the Company held no
properties as other real estate owned.
Deposits
The primary source of funds to support earning assets (loans and
investments) is the generation of deposits from our customer
base. The ability to grow the customer base and deposits from
these customers are crucial elements in the performance of the
Company.
We reported total deposits of $3.36 billion at
December 31, 2007. This represented a decrease of
$42.5 million, or 1.25%, from total deposits of
$3.41 billion at December 31, 2006. The decrease in
deposits is primarily the result of increased competition for
deposits.
The amount of non-interest-bearing demand deposits in relation
to total deposits is an integral element in achieving a low cost
of funds. Non-interest-bearing deposits represented 38.52% of
total deposits as of December 31, 2007 and 40.02% of total
deposits as of December 31, 2006. Non-interest-bearing
demand deposits totaled $1.30 billion at December 31,
2007. This represented a decrease of $67.5 million, or
4.95%, from total non-interest-bearing demand deposits of
$1.36 billion at December 31, 2006.
39
Table 7 provides the remaining maturities of large denomination
($100,000 or more) time deposits, including public funds, at
December 31, 2007.
Table
7 Maturity Distribution of Large Denomination Time
Deposits
|
|
|
|
|
|
|
(Amount in thousands)
|
|
|
3 months or less
|
|
$
|
513,054
|
|
Over 3 months through 6 months
|
|
|
153,960
|
|
Over 6 months through 12 months
|
|
|
2,652
|
|
Over 12 months
|
|
|
15,835
|
|
|
|
|
|
|
Total
|
|
$
|
685,501
|
|
|
|
|
|
|
Other
Borrowed Funds
To achieve the desired growth in earning assets we fund that
growth through the sourcing of funds. The first source of funds
we pursue is non-interest-bearing deposits (the lowest cost of
funds to the Company), next we pursue growth in interest-bearing
deposits and finally we supplement the growth in deposits with
borrowed funds. Borrowed funds, as a percent of total funding
(total deposits plus demand notes plus borrowed funds), was
41.02% at December 31, 2007, as compared to 38.65% at
December 31, 2006.
During 2007 and 2006, we entered into short-term borrowing
agreements with the Federal Home Loan Bank (FHLB). We had
outstanding balances of $954.0 million and
$887.9 million under these agreements at December 31,
2007 and 2006, respectively. FHLB held certain investment
securities of the Bank as collateral for those borrowings. On
December 31, 2007 and 2006, we entered into an overnight
agreement with certain financial institutions and our customers
to borrow an aggregate of $430.8 million and
$301.4 million, respectively. The increase was primarily
due to funding for the growth of earning assets.
In June 2006, the Company purchased securities totaling
$250.0 million. This purchase was funded by a repurchase
agreement of $250.0 million with a double cap embedded in
the repurchase agreement. The interest rate on this agreement is
tied to three-month LIBOR and reset quarterly. In November 2006,
we began a repurchase agreement product with our customers. This
product, known as Citizens Sweep Manager, sells our securities
overnight to our customers under an agreement to repurchase them
the next day. As of December 31, 2007, total funds borrowed
under these agreements were $586.3 million.
40
The following table summarizes the short-term borrowings:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal Funds
|
|
|
|
|
|
|
|
|
|
Purchased and
|
|
|
Other
|
|
|
|
|
|
|
Repurchase
|
|
|
Short-term
|
|
|
|
|
|
|
Agreements
|
|
|
Borrowings
|
|
|
Total
|
|
|
|
(Dollars in thousands)
|
|
|
At December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount outstanding
|
|
$
|
430,809
|
|
|
$
|
954,000
|
|
|
$
|
1,384,809
|
|
Weighted-average interest rate
|
|
|
3.85
|
%
|
|
|
4.67
|
%
|
|
|
4.42
|
%
|
For the year ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Highest amount at month-end
|
|
$
|
510,112
|
|
|
$
|
1,554,000
|
|
|
$
|
2,064,112
|
|
Daily-average amount outstanding
|
|
$
|
373,746
|
|
|
$
|
1,100,858
|
|
|
$
|
1,474,604
|
|
Weighted-average interest rate
|
|
|
4.45
|
%
|
|
|
3.71
|
%
|
|
|
3.90
|
%
|
At December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount outstanding
|
|
$
|
301,350
|
|
|
$
|
887,900
|
|
|
$
|
1,189,250
|
|
Weighted-average interest rate
|
|
|
5.08
|
%
|
|
|
4.28
|
%
|
|
|
4.49
|
%
|
For the year ended December 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Highest amount at month-end
|
|
$
|
301,350
|
|
|
$
|
1,677,000
|
|
|
$
|
1,978,350
|
|
Daily-average amount outstanding
|
|
$
|
101,756
|
|
|
$
|
1,295,704
|
|
|
$
|
1,397,460
|
|
Weighted-average interest rate
|
|
|
5.06
|
%
|
|
|
3.90
|
%
|
|
|
3.99
|
%
|
During 2007 and 2006, we entered into long-term borrowing
agreements with the FHLB. We had outstanding balances of
$700.0 million under these agreements at both
December 31, 2007 and 2006, with weighted-average interest
rate of 4.9% in 2007 and 2006. We had an average outstanding
balance of $622.2 million and $319.0 million as of
December 31, 2007 and 2006, respectively. The FHLB held
certain investment securities of the Bank as collateral for
those borrowings.
The Bank acquired subordinated debt of $5.0 million from
the acquisition of FCB in June 2007 which is included in
long-term borrowings in Item 15 Exhibits and
Financial Statement Schedules. The debt has a variable interest
rate which resets quarterly at three-month LIBOR plus 1.65%. The
debt matures on January 7, 2016, but becomes callable on
January 7, 2011.
At December 31, 2007, borrowed funds totaled
$2.30 billion. This represented an increase of
$193.9 million, or 9.03%, over total borrowed funds of
$2.10 billion at December 31, 2006. For 2006, total
borrowed funds increased $644.1 million, or 42.87%, over a
balance of $1.50 billion at December 31, 2005. The
maximum outstanding at any month-end was $2.76 billion
during 2007, $2.08 billion during 2006, and
$1.50 billion during 2005.
At December 31, 2007, junior subordinated debentures
totaled $115.1 million, an increase of $6.8 million,
or 6.29%, over junior subordinated debentures of
$108.3 million at December 31, 2006. The increase was
due to the trust preferred securities acquired through the FCB
acquisition in June 2007. During the fourth quarter of 2007, we
paid-off the principal and interest of $804,000 on FCB Capital
Trust I, which was callable.
41
Aggregate
Contractual Obligations
The following table summarizes the aggregate contractual
obligations as of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity by Period
|
|
|
|
|
|
|
Less Than
|
|
|
One Year
|
|
|
Four Year
|
|
|
After
|
|
|
|
|
|
|
One
|
|
|
to Three
|
|
|
to Five
|
|
|
Five
|
|
|
|
Total
|
|
|
Year
|
|
|
Years
|
|
|
Years
|
|
|
Years
|
|
|
|
(Amounts in thousands)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
3,364,349
|
|
|
$
|
3,343,388
|
|
|
$
|
16,791
|
|
|
$
|
734
|
|
|
$
|
3,436
|
|
FHLB and Other Borrowings
|
|
|
2,340,349
|
|
|
|
1,390,349
|
|
|
|
700,000
|
|
|
|
250,000
|
|
|
|
|
|
Junior Subordinated Debentures
|
|
|
115,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,055
|
|
Deferred Compensation
|
|
|
8,166
|
|
|
|
709
|
|
|
|
1,417
|
|
|
|
1,337
|
|
|
|
4,703
|
|
Operating Leases
|
|
|
26,434
|
|
|
|
5,468
|
|
|
|
8,155
|
|
|
|
5,553
|
|
|
|
7,258
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,854,353
|
|
|
$
|
4,739,914
|
|
|
$
|
726,363
|
|
|
$
|
257,624
|
|
|
$
|
130,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits represent non-interest bearing, money market, savings,
NOW, certificates of deposits, brokered and all other deposits
held by the Company.
FHLB and Other Borrowings represent the amounts that are due to
the Federal Home Loan Bank. These borrowings have fixed maturity
dates. Other borrowings represent the amounts that are due to
overnight Federal funds purchases, Treasury, Tax and Loan
amounts.
Junior subordinated debentures represent the amounts that are
due from the Company to CVB Statutory Trust I, CVB
Statutory Trust II & CVB Statutory
Trust III. The debentures have the same maturity as the
Trust Preferred Securities. CVB Statutory Trust I
matures in 2033 and becomes callable in whole or in part in
2008. CVB Statutory Trust II matures in 2034 and becomes
callable in whole or in part in 2009. CVB Statutory
Trust III which matures in 2036 and becomes callable in
whole or in part in 2011. It also represents one
Trust Preferred Security acquired through the FCB
acquisition in June 2007. FCB Capital Trust II matures in
2033 and becomes callable in 2008.
Deferred compensation represents the amounts that are due to
former employees based on salary continuation agreements
as a result of acquisitions.
Operating leases represent the total minimum lease payments
under non-cancelable operating leases.
Off-Balance
Sheet Arrangements
At December 31, 2007, we had commitments to extend credit
of approximately $747.5 million, obligations under letters
of credit of $60.9 million and available lines of credit
totaling $621.1 million from certain financial
institutions. Commitments to extend credit are agreements to
lend to customers, provided there is no violation of any
condition established in the contract. Commitments generally
have fixed expiration dates or other termination clauses and may
require payment of a fee. Commitments are generally variable
rate, and many of these commitments are expected to expire
without being drawn upon. As such, the total commitment amounts
do not necessarily represent future cash requirements. We use
the same credit underwriting policies in granting or accepting
such commitments or contingent obligations as it does for
on-balance sheet instruments, which consist of evaluating
customers creditworthiness individually.
Standby letters of credit written are conditional commitments
issued by the Bank to guarantee the financial performance of a
customer to a third party. Those guarantees are primarily issued
to support private borrowing arrangements. The credit risk
involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. When
deemed necessary, we hold appropriate collateral supporting
those commitments. We do not anticipate any material losses as a
result of these transactions.
42
The following table summarizes the off-balance sheet items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturity by Period
|
|
|
|
|
|
|
|
|
|
One Year
|
|
|
Four Year
|
|
|
|
|
|
|
|
|
|
Less Than
|
|
|
to Three
|
|
|
to Five
|
|
|
After Five
|
|
|
|
Total
|
|
|
One Year
|
|
|
Years
|
|
|
Years
|
|
|
Years
|
|
|
|
(Amounts in thousands)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitment to extend credit
|
|
$
|
747,504
|
|
|
$
|
257,878
|
|
|
$
|
49,755
|
|
|
$
|
54,032
|
|
|
$
|
385,839
|
|
Obligations under letters of credit
|
|
|
60,934
|
|
|
|
49,105
|
|
|
|
11,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
808,438
|
|
|
$
|
306,983
|
|
|
$
|
61,584
|
|
|
$
|
54,032
|
|
|
$
|
385,839
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liquidity
and Cash Flow
Since the primary sources and uses of funds for the Bank are
loans and deposits, the relationship between gross loans and
total deposits provides a useful measure of the Banks
liquidity. Typically, the closer the ratio of loans to deposits
is to 100%, the more reliant the Bank is on its loan portfolio
to provide for short-term liquidity needs. Since repayment of
loans tends to be less predictable than the maturity of
investments and other liquid resources, the higher the loans to
deposit ratio the less liquid are the Banks assets. For
2007, the Banks loan to deposit ratio averaged 94.35%,
compared to an average ratio of 79.99% for 2006 and 74.35% for
2005.
CVB is a company separate and apart from the Bank that must
provide for its own liquidity. Substantially all of CVBs
revenues are obtained from dividends declared and paid by the
Bank. The remaining cash flow is from rent paid by a third party
on office space in our corporate headquarters. There are
statutory and regulatory provisions that could limit the ability
of the Bank to pay dividends to CVB. At December 31, 2007,
approximately $108.9 million of the Banks equity was
unrestricted and available to be paid as dividends to CVB.
Management of CVB believes that such restrictions will not have
an impact on the ability of CVB to meet its ongoing cash
obligations. See Item 1. Business
Dividends and Other Transfers of Funds. As of
December 31, 2007, neither the Bank nor CVB had any
material commitments for capital expenditures.
For the Bank, sources of funds normally include principal
payments on loans and investments, other borrowed funds, and
growth in deposits. Uses of funds include withdrawal of
deposits, interest paid on deposits, increased loan balances,
purchases, and other operating expenses.
Net cash provided by operating activities totaled
$71.1 million for 2007, $70.9 million for 2006, and
$89.1 million for 2005. The increase in 2007 compared to
2006 was primarily the result of an increase in interest and
dividends received on loans and investments and a decrease in
income taxes paid during 2007 offset by interest paid on
deposits and borrowings. The decrease in income taxes paid
during 2007 which was attributed to a lower effective tax rate.
Cash used in investing activities totaled $21.1 million for
2007, compared to $680.7 million for 2006 and
$761.4 million for 2005. The decrease in 2007 compared to
2006 is due to decreases in the purchase of investments
securities during 2007.
Net cash used by financing activities totaled
$106.9 million for 2007, compared to funds provided by
financing activities of $626.0 million for 2006 and
$718.0 million for 2005. The increase in net cash used by
financing activities was primarily the result of decreases in
short-term borrowings and transaction deposits, offset by
advances and repayments from Federal Home Loan Bank.
At December 31, 2007, cash and cash equivalents totaled
$89.5 million. This represented a decrease of
$56.9 million, or 38.88%, from a total of
$146.4 million at December 31, 2006.
Capital
Resources
Historically, the primary source of capital for the Company has
been the retention of operating earnings. In order to ensure
adequate levels of capital, we conduct an ongoing assessment of
projected sources and uses of capital in conjunction with
projected increases in assets and the level of risk.
43
Total stockholders equity was $424.9 million at
December 31, 2007. This represented an increase of
$37.6 million, or 9.71%, over total stockholders
equity of $387.3 million at December 31, 2006. For
2006, total stockholders equity increased
$45.1 million, or 13.19%, over total stockholders
equity of $342.2 million at December 31, 2005.
For further information about our capital ratios, see
Item 1. Business Capital
Standards.
During 2007, the Board of Directors of the Company declared
quarterly cash dividends that totaled $0.34 per share for the
full year. We do not believe that the continued payment of cash
dividends will impact the ability of the Company to continue to
exceed the current minimum capital standards.
44
RISK
MANAGEMENT
We have adopted a Risk Management Plan to ensure the proper
control and management of all risk factors inherent in the
operation of the Company and the Bank. Specifically, credit
risk, interest rate risk, liquidity risk, transaction risk,
compliance risk, strategic risk, reputation risk, price risk and
foreign exchange risk, can all affect the market risk exposure
of the Company. These specific risk factors are not mutually
exclusive. It is recognized that any product or service offered
by us may expose the Bank to one or more of these risks.
Credit
Risk
Credit risk is defined as the risk to earnings or capital
arising from an obligors failure to meet the terms of any
contract or otherwise fail to perform as agreed. Credit risk is
found in all activities where success depends on counter party,
issuer, or borrower performance. Credit risk arises through the
extension of loans and leases, certain securities, and letters
of credit.
Credit risk in the investment portfolio and correspondent bank
accounts is addressed through defined limits in the Banks
policy statements. In addition, certain securities carry
insurance to enhance credit quality of the bond. Limitations on
industry concentration, aggregate customer borrowings,
geographic boundaries and standards on loan quality also are
designed to reduce loan credit risk. Senior Management,
Directors Committees, and the Board of Directors are
provided with information to appropriately identify, measure,
control and monitor the credit risk of the Bank.
Implicit in lending activities is the risk that losses will
occur and that the amount of such losses will vary over time.
Consequently, we maintain an allowance for credit losses by
charging a provision for credit losses to earnings. Loans
determined to be losses are charged against the allowance for
credit losses. Our allowance for credit losses is maintained at
a level considered by us to be adequate to provide for estimated
probable losses inherent in the existing portfolio, and unused
commitments to provide financing, including commitments under
commercial and standby letters of credit.
The allowance for credit losses is based upon estimates of
probable losses inherent in the loan and lease portfolio. The
nature of the process by which we determine the appropriate
allowance for credit losses requires the exercise of
considerable judgment. The amount actually realized in respect
of these losses can vary significantly from the estimated
amounts. We employ a systematic methodology that is intended to
reduce the differences between estimated and actual losses.
Our methodology for assessing the appropriateness of the
allowance is conducted on a regular basis and considers all
loans. The systematic methodology consists of two major elements.
The first major element includes a detailed analysis of the loan
portfolio in two phases. The first phase is conducted in
accordance with SFAS No. 114, Accounting by
Creditors for the Impairment of a Loan, as amended by
SFAS No. 118, Accounting by Creditors for
Impairment of a Loan Income Recognition and
Disclosures. Individual loans are reviewed to identify
loans for impairment. A loan is impaired when principal and
interest are deemed uncollectible in accordance with the
original contractual terms of the loan. Impairment is measured
as either the expected future cash flows discounted at each
loans effective interest rate, the fair value of the
loans collateral if the loan is collateral dependent, or
an observable market price of the loan (if one exists). Upon
measuring the impairment, we will ensure an appropriate level of
allowance is present or established.
Central to the first phase and our credit risk management is our
loan risk rating system. The originating credit officer assigns
borrowers an initial risk rating, which is reviewed and possibly
changed by Credit Management, which is based primarily on a
thorough analysis of each borrowers financial capacity in
conjunction with industry and economic trends. Approvals are
made based upon the amount of inherent credit risk specific to
the transaction and are reviewed for appropriateness by senior
line and credit management personnel. Credits are monitored by
line and credit management personnel for deterioration in a
borrowers financial condition, which would impact the
ability of the borrower to perform under the contract. Risk
ratings are adjusted as necessary.
Loans are risk rated into the following categories: Loss,
Doubtful, Substandard, Special Mention and Pass. Each of these
groups is assessed for the proper amount to be used in
determining the adequacy of our allowance for
45
losses. The Impaired and Doubtful loans are analyzed on an
individual basis for allowance amounts. The other categories
have formulae used to determine the needed allowance amount.
The Bank began a credit review function engaging an outside
party to review our loans. This was done in the last quarter of
2006 and was performed quarterly in 2007. The purpose of this
review is to determine the loan rating and if there is any
deterioration in the credit quality of the portfolio.
Based on the risk rating system, specific allowances are
established in cases where we have identified significant
conditions or circumstances related to a credit that we believe
indicates the probability that a loss has been incurred. We
perform a detailed analysis of these loans, including, but not
limited to, cash flows, appraisals of the collateral, conditions
of the marketplace for liquidating the collateral and assessment
of the guarantors. We then determine the inherent loss potential
and allocate a portion of the allowance for losses as a specific
allowance for each of these credits.
The second phase is conducted by evaluating or segmenting the
remainder of the loan portfolio into groups or pools of loans
with similar characteristics in accordance with
SFAS No. 5, Accounting for Contingencies.
In this second phase, groups or pools of homogeneous loans are
reviewed to determine a portfolio formula allowance. In the case
of the portfolio formula allowance, homogeneous portfolios, such
as small business loans, consumer loans, agricultural loans, and
real estate loans, are aggregated or pooled in determining the
appropriate allowance. The risk assessment process in this case
emphasizes trends in the different portfolios for delinquency,
loss, and other-behavioral characteristics of the subject
portfolios.
The second major element in our methodology for assessing the
appropriateness of the allowance consists of our considerations
of all known relevant internal and external factors that may
affect the collectability of a loan. This includes our estimates
of the amounts necessary for concentrations, economic
uncertainties, the volatility of the market value of collateral,
and other relevant factors. The relationship of the two major
elements of the allowance to the total allowance may fluctuate
from period to period.
In the second major element of the analysis which considers all
known relevant internal and external factors that may affect a
loans collectability, we perform an evaluation of various
conditions, the effects of which are not directly measured in
the determination of the formula and specific allowances. The
evaluation of the inherent loss with respect to these conditions
is subject to a higher degree of uncertainty because they are
not identified with specific problem credits or portfolio
segments. The conditions evaluated in connection with the second
element of the analysis of the allowance include, but are not
limited to the following conditions that existed as of the
balance sheet date:
|
|
|
|
|
then-existing general economic and business conditions affecting
the key lending areas of the Company,
|
|
|
|
then-existing economic and business conditions of areas outside
the lending areas, such as other sections of the United States,
Asia and Latin America,
|
|
|
|
credit quality trends (including trends in non-performing loans
expected to result from existing conditions),
|
|
|
|
collateral values
|
|
|
|
loan volumes and concentrations,
|
|
|
|
seasoning of the loan portfolio,
|
|
|
|
specific industry conditions within portfolio segments,
|
|
|
|
recent loss experience in particular segments of the portfolio,
|
|
|
|
duration of the current business cycle,
|
|
|
|
bank regulatory examination results and
|
|
|
|
findings of the Companys external credit examiners.
|
We review these conditions in discussion with our senior credit
officers. To the extent that any of these conditions is
evidenced by a specifically identifiable problem credit or
portfolio segment as of the evaluation date,
46
our estimate of the effect of such condition may be reflected as
a specific allowance applicable to such credit or portfolio
segment. Where any of these conditions is not evidenced by a
specifically identifiable problem credit or portfolio segment as
of the evaluation date, our evaluation of the inherent loss
related to such condition is reflected in the second major
element of the allowance. Although we have allocated a portion
of the allowance to specific loan categories, the adequacy of
the allowance must be considered in its entirety.
We maintain an allowance for inherent credit losses that is
increased by a provision for credit losses charged against
operating results. The allowance for credit losses is also
increased by recoveries on loans previously charged off and
reduced by actual loan losses charged to the allowance. We
recorded a $4.0 million and $3.0 million provision for
credit losses for 2007 and 2006, respectively. We did not record
a provision for credit losses for 2005.
At December 31, 2007, we reported an allowance for credit
losses of $33.0 million. This represents an increase of
$5.3 million, or 19.15%, over the allowance for credit
losses of $27.7 million at December 31, 2006. During
2007, we recorded a provision for credit losses of
$4.0 million and net charge-offs of $1.4 million. We
acquired $2.7 million in allowance for credit losses as a
result of the FCB acquisition. At December 31, 2006, we
reported an allowance for credit losses of $27.7 million.
This represented an increase of $4.5 million, or 19.54%,
over the allowance for credit losses of $23.2 million at
December 31, 2005. During the year 2006, we recorded a
provision for credit losses of $3.0 million and net
recoveries of $1.5 million. (See Table 8
Summary of Credit Loss Experience.)
At December 31, 2007, we had $1.4 million in
non-performing loans. Of this amount, $1.1 million
consisted of one loan classified as impaired. We had no
non-performing loans and no loans classified as impaired at
December 31, 2006.
For 2007, total loans charged-off were $2.1 million, offset
by the recoveries of loans previously charged-off of $739,000
resulting in net charge-offs of $1.4 million. For 2006,
total loans charged-off were $200,000, offset by the recoveries
of loans previously charged-off of $1.7 million resulting
in net recoveries of $1.5 million.
In addition to the allowance for credit losses, the Company also
has a reserve for undisbursed commitments for loans and letters
of credit. This reserve is carried on the liabilities section of
the balance sheet in other liabilities. Provisions to this
reserve are included in other expense. For 2007, the Company
recorded an increase of $1.2 million in the reserve for
undisbursed commitments. As of December 31, 2007, the
balance in this reserve was $2.9 million. The increase in
provision for unfunded commitments was primarily due to an
increase in loan commitments and more specifically, an increase
in classified loans related to those commitments.
47
Table 8 presents a comparison of net credit losses, the
provision for credit losses (including adjustments incidental to
mergers), and the resulting allowance for credit losses for each
of the years indicated.
TABLE
8 Summary of Credit Loss Experience
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of and For Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
(Amounts in thousands)
|
|
|
Amount of Total Loans at End of Period(1)
|
|
$
|
3,495,144
|
|
|
$
|
3,070,196
|
|
|
$
|
2,663,863
|
|
|
$
|
2,140,074
|
|
|
$
|
1,759,941
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Total Loans Outstanding(1)
|
|
$
|
3,226,086
|
|
|
$
|
2,811,782
|
|
|
$
|
2,277,304
|
|
|
$
|
1,905,145
|
|
|
$
|
1,529,944
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses at Beginning of Period
|
|
$
|
27,737
|
|
|
$
|
23,204
|
|
|
$
|
22,494
|
|
|
$
|
21,282
|
|
|
$
|
21,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Charged-Off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate
|
|
|
1,748
|
|
|
|
|
|
|
|
780
|
|
|
|
1,002
|
|
|
|
982
|
|
Commercial and Industrial
|
|
|
127
|
|
|
|
90
|
|
|
|
243
|
|
|
|
943
|
|
|
|
1,507
|
|
Lease Finance Receivables
|
|
|
182
|
|
|
|
79
|
|
|
|
91
|
|
|
|
110
|
|
|
|
396
|
|
Consumer Loans
|
|
|
41
|
|
|
|
31
|
|
|
|
266
|
|
|
|
265
|
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans Charged-Off
|
|
|
2,098
|
|
|
|
200
|
|
|
|
1,380
|
|
|
|
2,320
|
|
|
|
3,017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Loans
|
|
|
82
|
|
|
|
1,140
|
|
|
|
572
|
|
|
|
775
|
|
|
|
336
|
|
Commercial and Industrial
|
|
|
465
|
|
|
|
400
|
|
|
|
543
|
|
|
|
2,558
|
|
|
|
889
|
|
Lease Finance Receivables
|
|
|
148
|
|
|
|
82
|
|
|
|
101
|
|
|
|
86
|
|
|
|
262
|
|
Consumer Loans
|
|
|
44
|
|
|
|
111
|
|
|
|
118
|
|
|
|
113
|
|
|
|
112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans Recovered
|
|
|
739
|
|
|
|
1,733
|
|
|
|
1,334
|
|
|
|
3,532
|
|
|
|
1,599
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loans Charged-Off (Recovered)
|
|
|
1,359
|
|
|
|
(1,533
|
)
|
|
|
46
|
|
|
|
(1,212
|
)
|
|
|
1,418
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision Charged to Operating Expense
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments Incident to Mergers and reclassifications
|
|
|
2,671
|
|
|
|
|
|
|
|
756
|
|
|
|
|
|
|
|
1,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for Credit Losses at End of period
|
|
$
|
33,049
|
|
|
$
|
27,737
|
|
|
$
|
23,204
|
|
|
$
|
22,494
|
|
|
$
|
21,282
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loans Charged-Off (Recovered) to Average Total Loans
|
|
|
0.04
|
%
|
|
|
0.05
|
%
|
|
|
0.00
|
%
|
|
|
0.06
|
%
|
|
|
0.09
|
%
|
Net Loans Charged-Off (Recovered) to Total Loans at End of Period
|
|
|
0.04
|
%
|
|
|
0.05
|
%
|
|
|
0.00
|
%
|
|
|
0.06
|
%
|
|
|
0.08
|
%
|
Allowance for Credit Losses to Average Total Loans
|
|
|
1.02
|
%
|
|
|
0.99
|
%
|
|
|
1.02
|
%
|
|
|
1.18
|
%
|
|
|
1.39
|
%
|
Allowance for Credit Losses to Total Loans at End of Period
|
|
|
0.95
|
%
|
|
|
0.90
|
%
|
|
|
0.87
|
%
|
|
|
1.05
|
%
|
|
|
1.21
|
%
|
Net Loans Charged-Off (Recovered) to Allowance for Credit Losses
|
|
|
4.11
|
%
|
|
|
5.53
|
%
|
|
|
0.20
|
%
|
|
|
5.39
|
%
|
|
|
6.66
|
%
|
Net Loans Recovered to Provision for Credit Losses
|
|
|
33.98
|
%
|
|
|
51.10
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Net of deferred loan origination fees. |
48
While we believe that the allowance at December 31, 2007,
was adequate to absorb losses from any known or inherent risks
in the portfolio, no assurance can be given that economic
conditions which adversely affect our service areas or other
circumstances will not be reflected in increased provisions or
credit losses in the future.
Table 9 provides a summary of the allocation of the allowance
for credit losses for specific loan categories at the dates
indicated. The allocations presented should not be interpreted
as an indication that loans charged to the allowance for credit
losses will occur in these amounts or proportions, or that the
portion of the allowance allocated to each loan category
represents the total amount available for future losses that may
occur within these categories.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
|
|
|
|
% of Loans
|
|
|
|
|
|
% of Loans
|
|
|
|
|
|
% of Loans
|
|
|
|
|
|
% of Loans
|
|
|
|
|
|
% of Loans
|
|
|
|
|
|
|
to Total
|
|
|
|
|
|
to Total
|
|
|
|
|
|
to Total
|
|
|
|
|
|
to Total
|
|
|
|
|
|
to Total
|
|
|
|
Allowance
|
|
|
Loans in
|
|
|
Allowance
|
|
|
Loans in
|
|
|
Allowance
|
|
|
Loans in
|
|
|
Allowance
|
|
|
Loans in
|
|
|
Allowance
|
|
|
Loans in
|
|
|
|
for Credit
|
|
|
Each
|
|
|
for Credit
|
|
|
Each
|
|
|
for Credit
|
|
|
Each
|
|
|
for Credit
|
|
|
Each
|
|
|
for Credit
|
|
|
Each
|
|
|
|
Losses
|
|
|
Category
|
|
|
Losses
|
|
|
Category
|
|
|
Losses
|
|
|
Category
|
|
|
Losses
|
|
|
Category
|
|
|
Losses
|
|
|
Category
|
|
|
|
(Amounts in thousands)
|
|
|
Real Estate
|
|
$
|
12,724
|
|
|
|
46.8
|
%
|
|
$
|
9,905
|
|
|
|
46.8
|
%
|
|
$
|
10,536
|
|
|
|
42.7
|
%
|
|
$
|
7,214
|
|
|
|
36.6
|
%
|
|
$
|
3,892
|
|
|
|
30.8
|
%
|
Commercial and Industrial
|
|
|
19,398
|
|
|
|
51.5
|
%
|
|
|
17,215
|
|
|
|
51.5
|
%
|
|
|
15,408
|
|
|
|
49.2
|
%
|
|
|
16,232
|
|
|
|
55.8
|
%
|
|
|
15,508
|
|
|
|
62.9
|
%
|
Consumer
|
|
|
506
|
|
|
|
1.7
|
%
|
|
|
297
|
|
|
|
1.7
|
%
|
|
|
224
|
|
|
|
8.1
|
%
|
|
|
126
|
|
|
|
7.6
|
%
|
|
|
149
|
|
|
|
6.3
|
%
|
Unallocated
|
|
|
421
|
|
|
|
|
|
|
|
320
|
|
|
|
|
|
|
|
(2,964
|
)
|
|
|
|
|
|
|
(1,078
|
)
|
|
|
|
|
|
|
1,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
33,049
|
|
|
|
100.0
|
%
|
|
$
|
27,737
|
|
|
|
100.0
|
%
|
|
$
|
23,204
|
|
|
|
100.0
|
%
|
|
$
|
22,494
|
|
|
|
100.0
|
%
|
|
$
|
21,282
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market
Risk
In the normal course of its business activities, we are exposed
to market risks, including price and liquidity risk. Market risk
is the potential for loss from adverse changes in market rates
and prices, such as interest rates (interest rate risk).
Liquidity risk arises from the possibility that we may not be
able to satisfy current or future commitments or that we may be
more reliant on alternative funding sources such as long-term
debt. Financial products that expose us to market risk includes
securities, loans, deposits, debt, and derivative financial
instruments.
49
The table below provides the actual balances as of
December 31, 2007 of interest-earning assets (net of
deferred loan fees and allowance for credit losses) and
interest-bearing liabilities, including the average rate earned
or paid for 2007, the projected contractual maturities over the
next five years, and the estimated fair value of each category
determined using available market information and appropriate
valuation methodologies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maturing
|
|
|
|
Balance
|
|
|
Average
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Five Years
|
|
|
Estimated
|
|
|
|
December 31,
|
|
|
Rate
|
|
|
One Year
|
|
|
Two Years
|
|
|
Three Years
|
|
|
Four Years
|
|
|
and Beyond
|
|
|
Fair Value
|
|
|
|
(Amounts in thousands)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Earning Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale
|
|
$
|
2,390,566
|
|
|
|
4.68
|
%
|
|
$
|
15,311
|
|
|
$
|
9,225
|
|
|
$
|
19,265
|
|
|
$
|
27,563
|
|
|
$
|
2,319,202
|
|
|
$
|
2,390,566
|
|
Loans and lease finance receivables, net
|
|
|
3,462,095
|
|
|
|
6.88
|
%
|
|
|
844,585
|
|
|
|
211,227
|
|
|
|
117,568
|
|
|
|
110,341
|
|
|
|
2,178,374
|
|
|
|
3,489,626
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest earning assets
|
|
$
|
5,852,661
|
|
|
|
|
|
|
$
|
859,896
|
|
|
$
|
220,452
|
|
|
$
|
136,833
|
|
|
$
|
137,904
|
|
|
$
|
4,497,576
|
|
|
$
|
5,880,192
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits
|
|
$
|
2,068,390
|
|
|
|
3.25
|
%
|
|
$
|
2,047,432
|
|
|
$
|
8,449
|
|
|
$
|
8,339
|
|
|
$
|
458
|
|
|
$
|
3,712
|
|
|
|
2,068,785
|
|
Demand note to U.S. Treasury
|
|
|
540
|
|
|
|
4.17
|
%
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540
|
|
Borrowings
|
|
|
2,339,809
|
|
|
|
4.85
|
%
|
|
|
1,389,809
|
|
|
|
200,000
|
|
|
|
400,000
|
|
|
|
100,000
|
|
|
|
250,000
|
|
|
|
2,373,954
|
|
Junior subordinated debentures
|
|
|
115,055
|
|
|
|
6.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,055
|
|
|
|
106,385
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
$
|
4,523,794
|
|
|
|
|
|
|
$
|
3,437,781
|
|
|
$
|
208,449
|
|
|
$
|
408,339
|
|
|
$
|
100,458
|
|
|
$
|
368,767
|
|
|
$
|
4,549,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Rate Risk
During periods of changing interest rates, the ability to
re-price interest-earning assets and interest-bearing
liabilities can influence net interest income, the net interest
margin, and consequently, our earnings. Interest rate risk is
managed by attempting to control the spread between rates earned
on interest-earning assets and the rates paid on
interest-bearing liabilities within the constraints imposed by
market competition in our service area. Short-term re-pricing
risk is minimized by controlling the level of floating rate
loans and maintaining a downward sloping ladder of bond payments
and maturities. Basis risk is managed by the timing and
magnitude of changes to interest-bearing deposit rates. Yield
curve risk is reduced by keeping the duration of the loan and
bond portfolios relatively short. Options risk in the bond
portfolio is monitored monthly and actions are recommended when
appropriate.
We monitor the interest rate sensitivity risk to
earnings from potential changes in interest rates using various
methods, including a maturity/re-pricing gap analysis. This
analysis measures, at specific time intervals, the differences
between earning assets and interest-bearing liabilities for
which re-pricing opportunities will occur. A positive
difference, or gap, indicates that earning assets will re-price
faster than interest-bearing liabilities. This will generally
produce a greater net interest margin during periods of rising
interest rates, and a lower net interest margin during periods
of declining interest rates. Conversely, a negative gap will
generally produce a lower net interest margin during periods of
rising interest rates and a greater net interest margin during
periods of decreasing interest rates.
50
TABLE 10 Asset
and Liability Maturity/Repricing Gap
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Over
|
|
|
Over
|
|
|
|
|
|
|
|
|
|
90 Days
|
|
|
90 Days to
|
|
|
180 Days to
|
|
|
Over
|
|
|
|
|
|
|
or Less
|
|
|
180 Days
|
|
|
365 Days
|
|
|
365 Days
|
|
|
Total
|
|
|
|
(Amounts in thousands)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities at carrying value
|
|
$
|
122,700
|
|
|
$
|
126,059
|
|
|
$
|
218,086
|
|
|
$
|
1,923,721
|
|
|
$
|
2,390,566
|
|
Total Loans
|
|
|
1,130,451
|
|
|
$
|
173,951
|
|
|
$
|
298,425
|
|
|
$
|
1,859,268
|
|
|
|
3,462,095
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,253,151
|
|
|
$
|
300,010
|
|
|
$
|
516,511
|
|
|
$
|
3,782,989
|
|
|
$
|
5,852,661
|
|
Interest Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings Deposits
|
|
$
|
745,571
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
532,465
|
|
|
$
|
1,278,036
|
|
Time Deposits
|
|
|
558,410
|
|
|
$
|
142,184
|
|
|
$
|
68,685
|
|
|
$
|
21,075
|
|
|
|
790,354
|
|
Demand Note to U.S. Treasury
|
|
|
540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
540
|
|
Other Borrowings
|
|
|
1,089,809
|
|
|
$
|
|
|
|
$
|
550,000
|
|
|
$
|
700,000
|
|
|
|
2,339,809
|
|
Junior subordinated debentures
|
|
|
32,579
|
|
|
|
|
|
|
|
41,238
|
|
|
|
41,238
|
|
|
|
115,055
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,426,909
|
|
|
|
142,184
|
|
|
|
659,923
|
|
|
|
1,294,778
|
|
|
|
4,523,794
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period GAP
|
|
$
|
(1,173,758
|
)
|
|
$
|
157,826
|
|
|
$
|
(143,412
|
)
|
|
$
|
2,488,211
|
|
|
$
|
1,328,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP
|
|
$
|
(1,173,758
|
)
|
|
$
|
(1,015,932
|
)
|
|
$
|
(1,159,344
|
)
|
|
$
|
1,328,867
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Securities at carrying value
|
|
$
|
140,153
|
|
|
$
|
152,523
|
|
|
$
|
214,686
|
|
|
$
|
2,075,540
|
|
|
$
|
2,582,902
|
|
Total Loans
|
|
|
1,003,580
|
|
|
$
|
157,742
|
|
|
$
|
281,823
|
|
|
$
|
1,599,314
|
|
|
|
3,042,459
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,143,733
|
|
|
$
|
310,265
|
|
|
$
|
496,509
|
|
|
$
|
3,674,854
|
|
|
$
|
5,625,361
|
|
Interest Bearing Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings Deposits
|
|
$
|
780,720
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
434,699
|
|
|
$
|
1,215,419
|
|
Time Deposits
|
|
|
596,882
|
|
|
$
|
128,776
|
|
|
$
|
71,080
|
|
|
$
|
31,240
|
|
|
|
827,978
|
|
Demand Note to U.S. Treasury
|
|
|
7,245
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,245
|
|
Other Borrowings
|
|
|
1,234,250
|
|
|
$
|
85,000
|
|
|
$
|
120,000
|
|
|
$
|
700,000
|
|
|
|
2,139,250
|
|
Junior subordinated debentures
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
108,250
|
|
|
|
108,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
2,619,097
|
|
|
|
213,776
|
|
|
|
191,080
|
|
|
|
1,274,189
|
|
|
|
4,298,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period GAP
|
|
$
|
(1,475,364
|
)
|
|
$
|
96,489
|
|
|
$
|
305,429
|
|
|
$
|
2,400,665
|
|
|
$
|
1,327,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative GAP
|
|
$
|
(1,475,364
|
)
|
|
$
|
(1,378,875
|
)
|
|
$
|
(1,073,446
|
)
|
|
$
|
1,327,219
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Table 10 provides the Banks maturity/re-pricing gap
analysis at December 31, 2007, and 2006. We had a negative
cumulative
180-day gap
of $1.02 billion and a negative cumulative
365-days gap
of $1.16 billion at December 31, 2007. This
represented a decrease of $362.9 million, over the
180-day
cumulative negative gap of $1.38 billion at
December 31, 2006. In theory, this would indicate that at
December 31, 2007, $1.02 billion more in liabilities
than assets would re-price if there were a change in interest
rates over the next 180 days. If interest rates increase,
the negative gap would tend to result in a lower net interest
margin. If interest rates decrease, the negative gap would tend
to result in an increase in the net interest margin. However, we
do have the ability to anticipate the increase in deposit rates,
and the ability to extend interest-bearing liabilities,
offsetting, in part, the negative gap.
The interest rates paid on deposit accounts do not always move
in unison with the rates charged on loans. In addition, the
magnitude of changes in the rates charged on loans is not always
proportionate to the magnitude of
51
changes in the rate paid on deposits. Consequently, changes in
interest rates do not necessarily result in an increase or
decrease in the net interest margin solely as a result of the
differences between re-pricing opportunities of earning assets
or interest-bearing liabilities. The fact that the Bank reported
a negative gap at December 31, 2007 for changes within the
following 365 days does not necessarily indicate that, if
interest rates decreased, net interest income would increase, or
if interest rates increased, net interest income would decrease.
Approximately $1.65 billion, or 69.58%, of the total
investment portfolio at December 31, 2007 consisted of
securities backed by mortgages. The final maturity of these
securities can be affected by the speed at which the underlying
mortgages repay. Mortgages tend to repay faster as interest
rates fall, and slower as interest rates rise. As a result, we
may be subject to a prepayment risk resulting from
greater funds available for reinvestment at a time when
available yields are lower. Conversely, we may be subject to
extension risk resulting, as lesser amounts would be
available for reinvestment at a time when available yields are
higher. Prepayment risk includes the risk associated with the
payment of an investments principal faster than originally
intended. Extension risk is the risk associated with the payment
of an investments principal over a longer time period than
originally anticipated. In addition, there can be greater risk
of price volatility for mortgage-backed securities as a result
of anticipated prepayment or extension risk.
We also utilize the results of a dynamic simulation model to
quantify the estimated exposure of net interest income to
sustained interest rate changes. The sensitivity of our net
interest income is measured over a rolling two-year horizon.
The simulation model estimates the impact of changing interest
rates on interest income from all interest-earning assets and
interest expense paid on all interest-bearing liabilities
reflected on our balance sheet. This sensitivity analysis is
compared to policy limits, which specify a maximum tolerance
level for net interest income exposure over a one-year horizon
assuming no balance sheet growth, given a 200 basis point
upward and a 200 basis point downward shift in interest
rates. A parallel and pro rata shift in rates over a
12-month
period is assumed.
The following reflects our net interest income sensitivity
analysis as of December 31, 2007:
|
|
|
Simulated
|
|
Estimated Net Interest
|
Rate Changes
|
|
Income Sensitivity
|
|
+ 200 basis points
|
|
(3.51%)
|
− 200 basis points
|
|
2.23%
|
The Company is currently more liability sensitive. The estimated
sensitivity does not necessarily represent a forecast and the
results may not be indicative of actual changes to our net
interest income. These estimates are based upon a number of
assumptions including: the nature and timing of interest rate
levels including yield curve shape, prepayments on loans and
securities, pricing strategies on loans and deposits, and
replacement of asset and liability cash-flows. While the
assumptions used are based on current economic and local market
conditions, there is no assurance as to the predictive nature of
these conditions including how customer preferences or
competitor influences might change. See NOTE 17
of the Notes to the Consolidated Financial Statements.
Liquidity
Risk
Liquidity risk is the risk to earnings or capital resulting from
our inability to meet obligations when they come due without
incurring unacceptable losses. It includes the ability to manage
unplanned decreases or changes in funding sources and to
recognize or address changes in market conditions that affect
our ability to liquidate assets quickly and with minimum loss of
value. Factors considered in liquidity risk management are
stability of the deposit base; marketability, maturity, and
pledging of investments; and the demand for credit.
In general, liquidity risk is managed daily by controlling the
level of fed funds and the use of funds provided by the cash
flow from the investment portfolio. To meet unexpected demands,
lines of credit are maintained with correspondent banks, the
Federal Home Loan Bank and the FRB. The sale of bonds maturing
in the near future can also serve as a contingent source of
funds. Increases in deposit rates are considered a last resort
as a means of raising funds to increase liquidity.
52
Transaction
Risk
Transaction risk is the risk to earnings or capital arising from
problems in service or product delivery. This risk is
significant within any bank and is interconnected with other
risk categories in most activities throughout the Bank.
Transaction risk is a function of internal controls, information
systems, associate integrity, and operating processes. It arises
daily throughout the Bank as transactions are processed. It
pervades all divisions, departments and branches and is inherent
in all products and services the Bank offers.
In general, transaction risk is defined as high, medium or low
by the internal auditors during the audit process. The audit
plan ensures that high risk areas are reviewed at least
annually. We utilize a third party audit firm to provide
internal audit services.
The key to monitoring transaction risk is in the design,
documentation and implementation of well-defined procedures. All
transaction related procedures include steps to report events
that might increase transaction risk. Dual controls are also a
form of monitoring.
Compliance
Risk
Compliance risk is the risk to earnings or capital arising from
violations of, or non-conformance with, laws, rules,
regulations, prescribed practices, or ethical standards.
Compliance risk also arises in situations where the laws or
rules governing certain Bank products or activities of the
Banks customers may be ambiguous or untested. Compliance
risk exposes the Bank to fines, civil money penalties, payment
of damages, and the voiding of contracts. Compliance risk can
also lead to a diminished reputation, reduced business value,
limited business opportunities, lessened expansion potential,
and lack of contract enforceability.
There is no single or primary source of compliance risk. It is
inherent in every Bank activity. Frequently, it blends into
operational risk and transaction processing. A portion of this
risk is sometimes referred to as legal risk. This is not limited
solely to risk from failure to comply with consumer protection
laws; it encompasses all laws, as well as prudent ethical
standards and contractual obligations. It also includes the
exposure to litigation from all aspects of banking, traditional
and non-traditional.
Our Compliance Management Policy and Program and the Code of
Ethical Conduct are the cornerstone for controlling compliance
risk. An integral part of controlling this risk is the proper
training of associates. The Compliance Officer is responsible
for developing and executing a comprehensive compliance training
program. The Compliance Officer will ensure that each associate
receives adequate training with regard to their position to
ensure that laws and regulations are not violated. All
associates who deal in compliance high risk areas are trained to
be knowledgeable about the level and severity of exposure in
those areas and the policies and procedures in place to control
such exposure.
Our Compliance Management Policy and Program includes an audit
program aimed at identifying problems and ensuring that problems
are corrected. The audit program includes two levels of review.
One is in-depth audits performed by an external firm and the
other is periodic monitoring performed by the Compliance Officer.
The Bank utilizes an external firm to conduct compliance audits
as a means of identifying weaknesses in the compliance program
itself. The external firms audit plan includes a periodic
review of each branch and department of the Bank.
The branch or department that is the subject of an audit is
required to respond to the audit and correct any violations
noted. The Compliance Officer will review audit findings and the
response provided by the branch or department to identify areas
which pose a significant compliance risk to the Bank.
The Compliance Officer conducts periodic monitoring of the
Banks compliance efforts with a special focus on those
areas that expose the Bank to compliance risk. The purpose of
the periodic monitoring is to ensure that Bank associates are
adhering to established policies and procedures adopted by the
Bank. The Compliance Officer will notify the appropriate
department head and the Compliance Committee of any violations
noted. The branch or department that is the subject of the
review will be required to respond to the findings and correct
any noted violations.
53
The Bank recognizes that customer complaints can often identify
weaknesses in the Banks compliance program which could
expose the Bank to risk. Therefore, all complaints are given
prompt attention. The Banks Compliance Management Policy
and Program includes provisions on how customer complaints are
to be addressed. The Compliance Officer reviews all complaints
to determine if a significant compliance risk exists and
communicates those findings to Senior Management.
Strategic
Risk
Strategic risk is the risk to earnings or capital arising from
adverse decisions or improper implementation of strategic
decisions. This risk is a function of the compatibility between
an organizations goals, the resources deployed against
those goals and the quality of implementation.
Strategic risks are identified as part of the strategic planning
process. Offsite strategic planning sessions are held annually.
The strategic review consists of an economic assessment,
competitive analysis, industry outlook and legislative and
regulatory review.
A primary measurement of strategic risk is peer group analysis.
Key performance ratios are compared to three separate peer
groups to identify any sign of weakness and potential
opportunities. The peer group consists of:
1. All banks of comparable size
2. High performing banks
3. A list of specific banks
Another measure is the comparison of the actual results of
previous strategic initiatives against the expected results
established prior to implementation of each strategy.
The corporate strategic plan is formally presented to all branch
managers and department managers at an annual leadership
conference.
Reputation
Risk
Reputation risk is the risk to capital and earnings arising from
negative public opinion. This affects the Banks ability to
establish new relationships or services, or continue servicing
existing relationships. It can expose the Bank to litigation
and, in some instances, financial loss.
Price and
Foreign Exchange Risk
Price risk arises from changes in market factors that affect the
value of traded instruments. Foreign exchange risk is the risk
to earnings or capital arising from movements in foreign
exchange rates.
Our current exposure to price risk is nominal. We do not have
trading accounts. Consequently, the level of price risk within
the investment portfolio is limited to the need to sell
securities for reasons other than trading. The section of this
policy pertaining to liquidity risk addresses this risk.
We maintain deposit accounts with various foreign banks. Our
Interbank Liability Policy limits the balance in any of these
accounts to an amount that does not present a significant risk
to our earnings from changes in the value of foreign currencies.
Our asset liability model calculates the market value of the
Banks equity. In addition, management prepares, on a
monthly basis, a capital volatility report that compares changes
in the market value of the investment portfolio. We have as our
target to always be well-capitalized by regulatory standards.
The Balance Sheet Management Policy requires the submission of a
Fair Value Matrix Report to the Balance Sheet Management
Committee on a quarterly basis. The report calculates the
economic value of equity under different interest rate
scenarios, revealing the level or price risk of the Banks
interest sensitive asset and liability portfolios.
54
Recent
Accounting Pronouncements
See Note 1, Summary of Significant Accounting Policies,
Recent Accounting Pronouncements, in the accompanying notes to
the consolidated financial statements.
|
|
Item 7A.
|
Quantitative
And Qualitative Disclosures About Market Risk
|
Market risk is the risk of loss from adverse changes in the
market prices and interest rates. Our market risk arises
primarily from interest rate risk inherent in our lending and
deposit taking activities. We currently do not enter into
futures, forwards, or option contracts. For greater discussion
on the risk management of the Company, see Item 7.
Managements Discussion and Analysis of Financial Condition
and the Results of Operations Risk Management.
55
|
|
Item 8.
|
Financial
Statements And Supplementary Data
|
CVB
FINANCIAL CORP.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
|
|
|
|
|
|
|
Page
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
63
|
|
|
|
|
64
|
|
|
|
|
65
|
|
|
|
|
66
|
|
|
|
|
68
|
|
|
|
|
99
|
|
All schedules are omitted because they are not applicable, not
material or because the information is included in the financial
statements or the notes thereto.
For information about the location of managements annual
reports on internal control, our financial reporting and the
audit report of KPMG, LLP thereon. See Item 9A.
Controls and Procedures.
|
|
Item 9.
|
Changes
In And Disagreements With Accountants On Accounting And
Financial Disclosure
|
On June 1, 2007, the Company elected KPMG, LLP as the
Companys independent auditors. During the 2006 and 2007
fiscal years and through the interim period ended June 30,
2007, there were no disagreements between the Company and
McGladrey & Pullen, LLP, our predecessor auditors, on
any matter of accounting principles or practices, internal
controls, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the
satisfaction of McGladrey & Pullen, LLP, would have
caused it to make reference to the subject matter of the
disagreement in connection with its reports.
|
|
Item 9A.
|
Controls
And Procedures
|
1) Managements Report on Internal Control over
Financial Reporting
Management of CVB Financial Corp., together with its
consolidated subsidiaries (the Company), is responsible for
establishing and maintaining adequate internal control over
financial reporting. The Companys internal control over
financial reporting is a process designed under the supervision
of the Companys principal executive and principal
financial officers to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of the
Companys financial statements for external reporting
purposes in accordance with U.S. generally accepted
accounting principles.
Our internal control over financial reporting includes policies
and procedures that pertain to the maintenance of records that,
in reasonable detail, accurately and fairly reflect transactions
and dispositions of assets; provide reasonable assurances that
transactions are recorded as necessary to permit preparation of
financial statements in accordance with U.S. generally
accepted accounting principles, and that receipts and
expenditures are being made only in accordance with
authorizations of management and the directors of the Company;
and provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the
Companys assets that could have a material effect on our
financial statements.
As of December 31, 2007, management conducted an assessment
of the effectiveness of the Companys internal control over
financial reporting based on the framework established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO). Based on this assessment, management has determined that
the Companys internal control over financial reporting as
of December 31, 2007 is effective. KPMG, LLP, independent
registered public accounting firm, has issued an unqualified
opinion on the effectiveness of internal control over financial
reporting as of December 31, 2007.
56
2) Auditor attestation
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
CVB Financial Corp.:
We have audited CVB Financial Corp. and subsidiaries (the
Company) internal control over financial reporting as of
December 31, 2007, based on criteria established in
Internal Control Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Companys management is responsible
for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the
accompanying Managements Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion
on the Companys internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control
over financial reporting was maintained in all material
respects. Our audit included obtaining an understanding of
internal control over financial reporting, assessing the risk
that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on
the assessed risk. Our audit also included performing such other
procedures as we considered necessary in the circumstances. We
believe that our audit provides a reasonable basis for our
opinion.
A companys internal control over financial reporting is a
process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with
generally accepted accounting principles. A companys
internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance
of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company
are being made only in accordance with authorizations of
management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the
companys assets that could have a material effect on the
financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
In our opinion, CVB Financial Corp. and subsidiaries maintained,
in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on
criteria established in Internal Control
Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), the
consolidated balance sheet of CVB Financial Corp. and
subsidiaries as of December 31, 2007, and the related
consolidated statements of earnings, stockholders equity
and comprehensive income, and cash flows for the year then
ended, and our report dated February 28, 2008 expressed an
unqualified opinion on those consolidated financial statements.
KPMG, LLP
Costa Mesa, California
February 28, 2008
57
3) Changes in Internal Control over Financial
Reporting
We maintain controls and procedures designed to ensure that
information is recorded and reported in all filings of financial
reports. Such information is reported to our management,
including our Chief Executive Officer and Chief Financial
Officer to allow timely and accurate disclosure based on the
definition of disclosure controls and procedures in
SEC
Rule 13a-15(e)
and
15d-15(e).
As of the end of the period covered by this report, we carried
out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures under the
supervision and with the participation of the Chief Executive
Officer and the Chief Financial Officer. Based on the foregoing,
our Chief Executive Officer and the Chief Financial Officer
concluded that our disclosure controls and procedures are
effective as of the end of the period covered by this report.
During the fiscal quarter ended December 31, 2007, there
have been no changes in our internal control over financial
reporting that has materially affected or is reasonably likely
to materially affect our internal control over financial
reporting.
|
|
Item 9B.
|
Other
Information
|
None.
58
PART III
|
|
Item 10.
|
Directors,
Executive Officers and Corporate Governace
|
Except as hereinafter noted, the information concerning
directors and executive officers of the Company and our audit
committee financial expert is incorporated by reference from the
section entitled Discussion of Proposals recommended by
the Board Proposal 1: Election of
Directors and Beneficial Ownership Reporting
Compliance and Audit Committee of our
definitive Proxy Statement to be filed pursuant to
Regulation 14A within 120 days after the end of the
last fiscal year. For information concerning directors and
executive officers of the Company, see Item 1 of
part I Business Executive Officers and
Directors.
The Company has adopted a Code of Ethics that applies to all of
the Companys employees, including the Companys
principal executive officer, the principal financial and
accounting officer, and all employees who perform these
functions. A copy of the Code of Ethics is available to any
person without charge by submitting a request to the
Companys Chief Financial Officer at 701 N. Haven
Avenue, Suite 350, Ontario, CA 91764.
|
|
Item 11.
|
Executive
Compensation
|
Information concerning management remuneration and transactions
is incorporated by reference from the section entitled
Executive Compensation of our definitive Proxy
Statement to be filed pursuant to Regulation 14A within
120 days after the end of the last fiscal year.
|
|
Item 12.
|
Security
Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
|
The following table summarizes information as of
February 15, 2008 relating to our equity compensation plans
pursuant to which grants of options, restricted stock, or other
rights to acquire shares may be granted from time to time.
Equity
Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
|
|
|
|
|
|
Remaining Available for
|
|
|
|
Number of Securities to
|
|
|
Weighted-average
|
|
|
Future Issuance Under
|
|
|
|
be Issued Upon Exercise
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
of Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
( excluding securities
|
|
Plan Category
|
|
Warrants and Rights (a)
|
|
|
Warrants and Rights (b)
|
|
|
reflected in column (a)) ( c )
|
|
|
Equity compensation plans approved by security holders
|
|
|
1,853,193
|
|
|
$
|
11.19
|
|
|
|
3,951,439
|
|
Equity compensation plans not approved by security holders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
1,853,193
|
|
|
$
|
11.19
|
|
|
|
3,951,439
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Information concerning security ownership of certain beneficial
owners and management is incorporated by reference from the
sections entitled Stock Ownership of our definitive
Proxy Statement to be filed pursuant to Regulation 14A
within 120 days after the end of the last fiscal year.
59
|
|
Item 13.
|
Certain
Relationships and Related Transactions, and Director
Independence
|
Information concerning certain relationships and related
transactions with management and others and information
regarding director independence is incorporated by reference
from the section entitled Executive
Compensation Certain Relationships and Related
Transactions of our definitive Proxy Statement to be filed
pursuant to Regulation 14A within 120 days after the
end of the last fiscal year.
|
|
Item 14.
|
Principal
Accountant Fees and Services
|
Information concerning principal accounting fees and services is
incorporated by reference from the section entitled
Ratification of Appointment of Independent Public
Accountants of our definitive Proxy Statement to be filed
pursuant to Regulation 14A within 120 days after the
end of the last fiscal year.
60
PART IV
|
|
Item 15.
|
Exhibits and
Financial Statement Schedules
|
Financial
Statements
Reference is made to the Index to Financial Statements at
page 56 for a list of financial statements filed as part of
this Report.
Exhibits
See Index to Exhibits at Page 101 of this
Form 10-K.
61
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, on the 28th day of February 2008.
Cvb Financial Corp.
|
|
|
|
By:
|
/s/ Christopher
D. Myers
|
Christopher D. Myers
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant in the capacities and on the dates
indicated.
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
/s/ George
A. Borba
George
A. Borba
|
|
Chairman of the Board
|
|
February 28, 2008
|
|
|
|
|
|
/s/ John
A. Borba
John
A. Borba
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
/s/ Ronald
O. Kruse
Ronald
O. Kruse
|
|
Vice Chairman
|
|
February 28, 2008
|
|
|
|
|
|
/s/ Robert
M. Jacoby
Robert
M. Jacoby
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
/s/ James
C. Seley
James
C. Seley
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
/s/ San E.
Vaccaro
San E.
Vaccaro
|
|
Director
|
|
February 28, 2008
|
|
|
|
|
|
/s/ D.
Linn Wiley
D.
Linn Wiley
|
|
Vice Chairman
|
|
February 28, 2008
|
|
|
|
|
|
/s/ Christopher
D. Myers
Christopher
D. Myers
|
|
Director, President and Chief Executive Officer (Principal
Executive Officer)
|
|
February 28, 2008
|
|
|
|
|
|
/s/ Edward
J. Biebrich, Jr.
Edward
J. Biebrich, Jr.
|
|
Chief Financial Officer (Principal Financial and Accounting
Officer)
|
|
February 28, 2008
|
62
CVB
FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
ASSETS
|
Cash and due from banks
|
|
$
|
89,486
|
|
|
$
|
146,411
|
|
Investment securities available-for-sale
|
|
|
2,390,566
|
|
|
|
2,582,902
|
|
Interest-bearing balances due from depository institutions
|
|
|
475
|
|
|
|
|
|
Investment in stock of Federal Home Loan Bank (FHLB)
|
|
|
79,983
|
|
|
|
78,866
|
|
Loans and lease finance receivables
|
|
|
3,495,144
|
|
|
|
3,070,196
|
|
Allowance for credit losses
|
|
|
(33,049
|
)
|
|
|
(27,737
|
)
|
|
|
|
|
|
|
|
|
|
Total earning assets
|
|
|
5,933,119
|
|
|
|
5,704,227
|
|
Premises and equipment, net
|
|
|
46,855
|
|
|
|
44,963
|
|
Cash value life insurance
|
|
|
103,400
|
|
|
|
99,861
|
|
Accrued interest receivable
|
|
|
29,734
|
|
|
|
29,146
|
|
Deferred tax asset
|
|
|
|
|
|
|
13,487
|
|
Intangibles
|
|
|
14,611
|
|
|
|
10,121
|
|
Goodwill
|
|
|
55,167
|
|
|
|
31,531
|
|
Other assets
|
|
|
21,591
|
|
|
|
12,501
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
6,293,963
|
|
|
$
|
6,092,248
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
Liabilities:
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
1,295,959
|
|
|
$
|
1,363,411
|
|
Interest-bearing
|
|
|
2,068,390
|
|
|
|
2,043,397
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
|
3,364,349
|
|
|
|
3,406,808
|
|
Demand Note to U.S. Treasury
|
|
|
540
|
|
|
|
7,245
|
|
Repurchase agreements
|
|
|
586,309
|
|
|
|
344,350
|
|
Short-term borrowings
|
|
|
1,048,500
|
|
|
|
1,094,900
|
|
Long-term borrowings
|
|
|
705,000
|
|
|
|
700,000
|
|
Deferred tax liabilities
|
|
|
1,307
|
|
|
|
|
|
Accrued interest payable
|
|
|
13,312
|
|
|
|
16,156
|
|
Deferred compensation
|
|
|
8,166
|
|
|
|
7,946
|
|
Junior subordinated debentures
|
|
|
115,055
|
|
|
|
108,250
|
|
Other liabilities
|
|
|
26,477
|
|
|
|
19,268
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES
|
|
|
5,869,015
|
|
|
|
5,704,923
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENCIES
|
|
|
|
|
|
|
|
|
Stockholders Equity:
|
|
|
|
|
|
|
|
|
Preferred stock (authorized, 20,000,000 shares without par;
none issued or outstanding)
|
|
|
|
|
|
|
|
|
Common stock (authorized, 122,070,312 shares without par;
issued and outstanding 83,164,906 (2007) and 84,281,722
(2006)
|
|
|
354,249
|
|
|
|
366,082
|
|
Retained earnings
|
|
|
66,569
|
|
|
|
34,464
|
|
Accumulated other comprehensive income (loss), net of tax
|
|
|
4,130
|
|
|
|
(13,221
|
)
|
|
|
|
|
|
|
|
|
|
TOTAL STOCKHOLDERS EQUITY
|
|
|
424,948
|
|
|
|
387,325
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
|
|
$
|
6,293,963
|
|
|
$
|
6,092,248
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
63
CVB
FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF EARNINGS
Three
Years Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands,
|
|
|
|
except earnings per share)
|
|
|
INTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees
|
|
$
|
221,809
|
|
|
$
|
194,704
|
|
|
$
|
148,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Taxable
|
|
|
85,899
|
|
|
|
91,029
|
|
|
|
76,573
|
|
Tax-advantaged
|
|
|
29,231
|
|
|
|
26,545
|
|
|
|
19,078
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
115,130
|
|
|
|
117,574
|
|
|
|
95,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends from FHLB
|
|
|
4,229
|
|
|
|
3,721
|
|
|
|
2,559
|
|
Federal funds sold
|
|
|
9
|
|
|
|
32
|
|
|
|
2
|
|
Interest-bearing deposits with other institutions
|
|
|
100
|
|
|
|
60
|
|
|
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
341,277
|
|
|
|
316,091
|
|
|
|
246,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
69,297
|
|
|
|
67,180
|
|
|
|
28,908
|
|
Short-term borrowings
|
|
|
57,847
|
|
|
|
55,859
|
|
|
|
25,487
|
|
Long-term borrowings
|
|
|
45,469
|
|
|
|
17,520
|
|
|
|
17,701
|
|
Junior subordinated debentures
|
|
|
7,522
|
|
|
|
6,905
|
|
|
|
5,340
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
180,135
|
|
|
|
147,464
|
|
|
|
77,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME BEFORE PROVISION FOR
|
|
|
|
|
|
|
|
|
|
|
|
|
CREDIT LOSSES
|
|
|
161,142
|
|
|
|
168,627
|
|
|
|
169,448
|
|
PROVISION FOR CREDIT LOSSES
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
|
|
|
157,142
|
|
|
|
165,627
|
|
|
|
169,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER OPERATING INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges on deposit accounts
|
|
|
13,381
|
|
|
|
13,080
|
|
|
|
13,251
|
|
Financial Advisory services
|
|
|
7,226
|
|
|
|
7,385
|
|
|
|
6,652
|
|
Bankcard services
|
|
|
2,530
|
|
|
|
2,486
|
|
|
|
2,453
|
|
BOLI Income
|
|
|
3,839
|
|
|
|
3,051
|
|
|
|
2,797
|
|
Other
|
|
|
4,349
|
|
|
|
6,199
|
|
|
|
4,668
|
|
Gain/(Loss) on sale of securities, net
|
|
|
|
|
|
|
1,057
|
|
|
|
(46
|
)
|
Impairment charge on investment securities
|
|
|
|
|
|
|
|
|
|
|
(2,270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating income
|
|
|
31,325
|
|
|
|
33,258
|
|
|
|
27,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER OPERATING EXPENSES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and employee benefits
|
|
|
55,303
|
|
|
|
50,509
|
|
|
|
51,535
|
|
Occupancy
|
|
|
10,540
|
|
|
|
8,572
|
|
|
|
8,327
|
|
Equipment
|
|
|
7,026
|
|
|
|
7,025
|
|
|
|
7,578
|
|
Stationery and supplies
|
|
|
6,712
|
|
|
|
6,492
|
|
|
|
5,569
|
|
Professional services
|
|
|
6,274
|
|
|
|
5,896
|
|
|
|
4,268
|
|
Promotion
|
|
|
5,953
|
|
|
|
6,251
|
|
|
|
5,835
|
|
Amortization of Intangibles
|
|
|
2,969
|
|
|
|
2,353
|
|
|
|
2,061
|
|
Other
|
|
|
10,627
|
|
|
|
8,726
|
|
|
|
4,880
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other operating expenses
|
|
|
105,404
|
|
|
|
95,824
|
|
|
|
90,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EARNINGS BEFORE INCOME TAXES
|
|
|
83,063
|
|
|
|
103,061
|
|
|
|
106,900
|
|
INCOME TAXES
|
|
|
22,479
|
|
|
|
32,481
|
|
|
|
36,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET EARNINGS
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE INCOME
|
|
$
|
77,935
|
|
|
$
|
70,745
|
|
|
$
|
47,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC EARNINGS PER COMMON SHARE
|
|
$
|
0.72
|
|
|
$
|
0.84
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DILUTED EARNINGS PER COMMON SHARE
|
|
$
|
0.72
|
|
|
$
|
0.83
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH DIVIDENDS PER COMMON SHARE
|
|
$
|
0.340
|
|
|
$
|
0.355
|
|
|
$
|
0.420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
64
CONSOLIDATED
STATEMENTS OF STOCKHOLDERS EQUITY
AND COMPREHENSIVE INCOME
Three Years Ended December 31, 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Common
|
|
|
Retained
|
|
|
Comprehensive
|
|
|
Comprehensive
|
|
|
|
|
|
|
Outstanding
|
|
|
Stock
|
|
|
Earnings
|
|
|
Income/(Loss)
|
|
|
Income
|
|
|
Total
|
|
|
|
(Amounts and shares in thousands)
|
|
|
Balance January 1, 2005
|
|
|
60,666
|
|
|
|
236,277
|
|
|
|
72,054
|
|
|
|
8,892
|
|
|
|
|
|
|
|
317,223
|
|
Issuance of common stock
|
|
|
460
|
|
|
|
1,789
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,789
|
|
5-for-4
stock split
|
|
|
15,284
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
|
(676
|
)
|
|
|
(863
|
)
|
|
|
(11,423
|
)
|
|
|
|
|
|
|
|
|
|
|
(12,286
|
)
|
Shares issued for acquisition of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granite State Bank
|
|
|
696
|
|
|
|
13,427
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,427
|
|
Tax benefit from exercise of stock options
|
|
|
|
|
|
|
2,087
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,087
|
|
Cash dividends ($0.42 per share)
|
|
|
|
|
|
|
|
|
|
|
(27,963
|
)
|
|
|
|
|
|
|
|
|
|
|
(27,963
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
70,190
|
|
|
|
|
|
|
$
|
70,190
|
|
|
|
70,190
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on securities
available-for-sale,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(22,278
|
)
|
|
|
(22,278
|
)
|
|
|
(22,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
47,912
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2005
|
|
|
76,430
|
|
|
$
|
252,717
|
|
|
$
|
102,858
|
|
|
$
|
(13,386
|
)
|
|
|
|
|
|
$
|
342,189
|
|
Issuance of common stock
|
|
|
190
|
|
|
|
983
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
983
|
|
10% Stock Dividend
|
|
|
7,662
|
|
|
|
111,098
|
|
|
|
(111,098
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax benefit from exercise of stock options
|
|
|
|
|
|
|
331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
331
|
|
Stock-based Compensation Expense
|
|
|
|
|
|
|
953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
953
|
|
Cash dividends ($0.36 per share)
|
|
|
|
|
|
|
|
|
|
|
(27,876
|
)
|
|
|
|
|
|
|
|
|
|
|
(27,876
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
70,580
|
|
|
|
|
|
|
$
|
70,580
|
|
|
|
70,580
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on securities
available-for-sale,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
165
|
|
|
|
165
|
|
|
|
165
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
70,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2006
|
|
|
84,282
|
|
|
$
|
366,082
|
|
|
$
|
34,464
|
|
|
$
|
(13,221
|
)
|
|
|
|
|
|
$
|
387,325
|
|
Issuance of common stock
|
|
|
372
|
|
|
|
2,082
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,082
|
|
Repurchase of common stock
|
|
|
(3,095
|
)
|
|
|
(33,918
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(33,918
|
)
|
Shares issued for acquisition of
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Coastal Bancshares
|
|
|
1,606
|
|
|
|
18,046
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
18,046
|
|
Tax benefit from exercise of stock options
|
|
|
|
|
|
|
544
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
544
|
|
Stock-based Compensation Expense
|
|
|
|
|
|
|
1,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,413
|
|
Cash dividends ($0.34 per share)
|
|
|
|
|
|
|
|
|
|
|
(28,479
|
)
|
|
|
|
|
|
|
|
|
|
|
(28,479
|
)
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
60,584
|
|
|
|
|
|
|
$
|
60,584
|
|
|
|
60,584
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on securities
available-for-sale,
net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,351
|
|
|
|
17,351
|
|
|
|
17,351
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
77,935
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2007
|
|
|
83,165
|
|
|
$
|
354,249
|
|
|
$
|
66,569
|
|
|
$
|
4,130
|
|
|
|
|
|
|
$
|
424,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Disclosure of reclassification amount
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding (losses)/gains on securities arising during
the period
|
|
|
29,915
|
|
|
|
1,341
|
|
|
|
(40,679
|
)
|
Tax benefit (expense)
|
|
|
(12,564
|
)
|
|
|
(563
|
)
|
|
|
17,058
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification adjustment for (gain)/loss on securities
included in net income
|
|
|
0
|
|
|
|
(1,057
|
)
|
|
|
2,316
|
|
Add:
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax (benefit)/expense on reclassification adjustments
|
|
|
0
|
|
|
|
444
|
|
|
|
(973
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized (loss) gain on securities
|
|
$
|
17,351
|
|
|
|
165
|
|
|
$
|
(22,278
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
65
CVB
FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Dollar amounts in thousands)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and dividends received
|
|
$
|
342,090
|
|
|
$
|
310,651
|
|
|
$
|
250,202
|
|
Service charges and other fees received
|
|
|
31,777
|
|
|
|
31,426
|
|
|
|
29,779
|
|
Interest paid
|
|
|
(182,979
|
)
|
|
|
(146,355
|
)
|
|
|
(71,290
|
)
|
Cash paid to vendors and employees
|
|
|
(99,978
|
)
|
|
|
(93,786
|
)
|
|
|
(88,507
|
)
|
Income taxes paid
|
|
|
(19,795
|
)
|
|
|
(31,050
|
)
|
|
|
(31,100
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
71,115
|
|
|
|
70,886
|
|
|
|
89,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of FHLB Stock
|
|
|
5,550
|
|
|
|
|
|
|
|
|
|
Proceeds from sales of MBS,
available-for-sale
|
|
|
|
|
|
|
57,127
|
|
|
|
126,598
|
|
Proceeds from repayment of MBS,
available-for-sale
|
|
|
417,098
|
|
|
|
416,723
|
|
|
|
414,804
|
|
Proceeds from repayment of investment securities
available-for-sale
|
|
|
|
|
|
|
55
|
|
|
|
122
|
|
Proceeds from repayment of Fed Funds Sold
|
|
|
52,000
|
|
|
|
|
|
|
|
|
|
Proceeds from maturity of investment securities
|
|
|
62,485
|
|
|
|
7,608
|
|
|
|
18,598
|
|
Purchases of investment securities
available-for-sale
|
|
|
(96,610
|
)
|
|
|
(234,841
|
)
|
|
|
(177,415
|
)
|
Purchases of MBS
|
|
|
(167,013
|
)
|
|
|
(489,488
|
)
|
|
|
(677,451
|
)
|
Purchases of FHLB stock
|
|
|
(2,927
|
)
|
|
|
(8,096
|
)
|
|
|
(17,205
|
)
|
Net increase in loans and lease finance receivables
|
|
|
(284,798
|
)
|
|
|
(394,603
|
)
|
|
|
(449,842
|
)
|
Proceeds from sales of premises and equipment
|
|
|
113
|
|
|
|
2,253
|
|
|
|
73
|
|
Purchase of premises and equipment
|
|
|
(7,514
|
)
|
|
|
(11,617
|
)
|
|
|
(11,881
|
)
|
Cash paid for acquisitions, net of cash acquired
|
|
|
743
|
|
|
|
|
|
|
|
12,232
|
|
Purchase of Bank Owned Life Insurance
|
|
|
(254
|
)
|
|
|
(25,000
|
)
|
|
|
|
|
Investment in common stock of CVB Statutory Trust III
|
|
|
|
|
|
|
(774
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by/(used in) investing activities
|
|
|
(21,127
|
)
|
|
|
(680,653
|
)
|
|
|
(761,367
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease)/increase in transaction deposits
|
|
|
(142,802
|
)
|
|
|
(62,038
|
)
|
|
|
163,718
|
|
Net (decrease)/increase in time deposits
|
|
|
(93,194
|
)
|
|
|
44,802
|
|
|
|
282,786
|
|
Advances from Federal Home Loan Bank
|
|
|
600,000
|
|
|
|
850,000
|
|
|
|
370,000
|
|
Repayment of advances from Federal Home Loan Bank
|
|
|
(480,000
|
)
|
|
|
(620,000
|
)
|
|
|
(106,000
|
)
|
Net (decrease) increase in short-term borrowings
|
|
|
(173,105
|
)
|
|
|
319,711
|
|
|
|
45,980
|
|
Net increase in repurchase agreements
|
|
|
241,959
|
|
|
|
94,350
|
|
|
|
|
|
Cash dividends on common stock
|
|
|
(28,479
|
)
|
|
|
(27,876
|
)
|
|
|
(27,963
|
)
|
Repurchase of common stock
|
|
|
(33,918
|
)
|
|
|
|
|
|
|
(12,286
|
)
|
Issuance of junior subordinated debentures
|
|
|
|
|
|
|
25,774
|
|
|
|
|
|
Proceeds from exercise of stock options
|
|
|
2,082
|
|
|
|
983
|
|
|
|
1,789
|
|
Tax benefit related to exercise of stock options
|
|
|
544
|
|
|
|
331
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in)/provided by financing activities
|
|
|
(106,913
|
)
|
|
|
626,037
|
|
|
|
718,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(56,925
|
)
|
|
|
16,270
|
|
|
|
45,741
|
|
CASH AND CASH EQUIVALENTS, beginning of period
|
|
|
146,411
|
|
|
|
130,141
|
|
|
|
84,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, end of period
|
|
$
|
89,486
|
|
|
$
|
146,411
|
|
|
$
|
130,141
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
66
CVB
FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
RECONCILIATION OF NET EARNINGS TO NET CASH PROVIDED BY OPERATING
ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
Adjustments to reconcile net earnings to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
(Gain)/loss on sale of investment securities
|
|
|
|
|
|
|
(1,057
|
)
|
|
|
46
|
|
(Gain)/loss on sale of premises and equipment
|
|
|
(14
|
)
|
|
|
(436
|
)
|
|
|
34
|
|
Impairment charge on investment securities
|
|
|
|
|
|
|
|
|
|
|
2,270
|
|
Increase in cash value of life insurance
|
|
|
(3,839
|
)
|
|
|
(3,051
|
)
|
|
|
(2,253
|
)
|
Net amortization of premiums on investment securities
|
|
|
3,665
|
|
|
|
7,061
|
|
|
|
13,195
|
|
Provisions for credit losses
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
Stock-based compensation
|
|
|
1,413
|
|
|
|
953
|
|
|
|
|
|
Depreciation and amortization
|
|
|
9,571
|
|
|
|
8,036
|
|
|
|
8,435
|
|
Change in accrued interest receivable
|
|
|
(2,310
|
)
|
|
|
(6,717
|
)
|
|
|
(5,043
|
)
|
Change in accrued interest payable
|
|
|
(2,844
|
)
|
|
|
1,109
|
|
|
|
6,147
|
|
Deferred tax provision
|
|
|
99
|
|
|
|
4,813
|
|
|
|
(585
|
)
|
Change in other assets and liabilities
|
|
|
790
|
|
|
|
(13,405
|
)
|
|
|
(3,352
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
10,531
|
|
|
|
306
|
|
|
|
18,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
|
$
|
71,115
|
|
|
$
|
70,886
|
|
|
$
|
89,084
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Schedule of Noncash Investing and Financing
Activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of First Coastal Bancshares(2007) & Granite State
Bank (2005):
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets acquired
|
|
$
|
190,711
|
|
|
$
|
826
|
|
|
$
|
85,898
|
|
Goodwill & Intangibles
|
|
|
30,978
|
|
|
|
(826
|
)
|
|
|
21,176
|
|
Liabilities assumed
|
|
|
(204,387
|
)
|
|
|
|
|
|
|
(105,879
|
)
|
Stock issued
|
|
|
(18,046
|
)
|
|
|
|
|
|
|
(13,427
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase price of acquisition, net of cash received
|
|
$
|
(743
|
)
|
|
$
|
|
|
|
$
|
(12,232
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities purchased and not settled
|
|
|
|
|
|
|
4,029
|
|
|
|
25,854
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to the consolidated financial statements.
67
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31, 2007
|
|
1.
|
Summary
Of Significant Accounting Policies
|
The accounting and reporting policies of CVB Financial Corp. and
subsidiaries are in accordance with accounting principles
generally accepted in the United States of America and conform
to practices within the banking industry. A summary of the
significant accounting policies consistently applied in the
preparation of the accompanying consolidated financial
statements follows.
Principles of Consolidation The consolidated
financial statements include the accounts of CVB Financial Corp.
(the Company) and its wholly owned subsidiaries:
Citizens Business Bank (the Bank) after elimination
of all intercompany transactions and balances. The Company also
has three inactive subsidiaries; CVB Ventures, Inc.; Chino
Valley Bancorp; and ONB Bancorp. The Company is also the common
stockholder of CVB Statutory Trust I, CVB Statutory
Trust II, CVB Statutory Trust III, and FCB
Trust I and II. CVB Statutory Trusts I and II were
created in December 2003 and CVB Statutory Trust III was
created in January 2006 to issue trust preferred securities in
order to raise capital for the Company. The Company acquired
trust preferred securities through the acquisition of First
Coastal Bancshares (FCB). In accordance with
Financial Accounting Standards Board Interpretation No. 46R
Consolidation of Variable Interest Entities
(FIN No. 46R), these trusts do not meet
the criteria for consolidation.
Nature of Operations The Companys
primary operations are related to traditional banking
activities, including the acceptance of deposits and the lending
and investing of money through the operations of the Bank. The
Bank also provides automobile and equipment leasing, and brokers
mortgage loans to customers through its Citizens Financial
Services Division (formerly known as Golden West Financial
Division) and trust services to customers through its
CitizensTrust Division. The Banks customers consist
primarily of small to mid-sized businesses and individuals
located in San Bernardino County, Riverside County, Orange
County, Madera County, Fresno County, Tulare County, Kern
County, and Los Angeles County. The Bank operates 44 Business
Financial Centers with its headquarters located in the city of
Ontario.
The Companys operating business units have been combined
into two main segments: Business Financial Centers and Treasury.
Business Financial Centers (branches) comprise the loans,
deposits, products and services the Bank offers to the majority
of its customers. The other segment is Treasury Department,
which manages the investment portfolio of the Company. The
Companys remaining centralized functions have been
aggregated and included in Other.
The internal reporting of the Company considers all business
units. Funds are allocated to each business unit based on its
need to fund assets (use of funds) or its need to invest funds
(source of funds). Net income is determined based on the actual
net income of the business unit plus the allocated income or
expense based on the sources and uses of funds for each business
unit. Non-interest income and non-interest expense are those
items directly attributable to a business unit.
Correction of Immaterial Error The Company
revised its consolidated financial statements for the year ended
December 31, 2006, 2005, and 2004, due to corrections of
immaterial prior years errors identified in the current year.
The Company understated tax expense for 2006 and 2005 primarily
related to the accounting treatment of tax credits associated
with Qualified Zone Academy Bonds and also over-accrued FHLB
Stock dividend income. The result of the correction was a
decrease of previously reported net income by approximately
$1.3 million for the year ended December 31, 2006;
$428,000 for the year ended December 31, 2005 and $260,000
for the year ended December 31, 2004. As a result retained
earnings at January 1, 2005 decreased by $260,000. Basic
earnings per share decreased by $.01 per share from previously
reported amounts for 2006 and 2005. Diluted earnings per share
68
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
decreased by $.02 per share for 2006 and $.01 per share for
2005. The following tables present the consolidated balance
sheet and statement of earnings and the effect of the change
from the correction of error.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Balance Sheet
|
|
|
|
December 31, 2006
|
|
|
|
As Originally
|
|
|
As
|
|
|
Effect of
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Change
|
|
|
Cash & due from banks
|
|
$
|
146,411
|
|
|
$
|
146,411
|
|
|
$
|
|
|
Total earning assets
|
|
|
5,704,227
|
|
|
|
5,704,227
|
|
|
|
|
|
Accrued interest receivable
|
|
|
30,225
|
|
|
|
29,146
|
|
|
|
(1,079
|
)
|
Other Assets
|
|
|
213,399
|
|
|
|
212,464
|
|
|
|
(935
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Assets
|
|
$
|
6,094,262
|
|
|
$
|
6,092,248
|
|
|
$
|
(2,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities
|
|
|
5,704,923
|
|
|
|
5,704,923
|
|
|
|
|
|
Common Stock
|
|
|
366,082
|
|
|
|
366,082
|
|
|
|
|
|
Retained Earnings
|
|
|
36,478
|
|
|
|
34,464
|
|
|
|
(2,014
|
)
|
Accumulated OCI
|
|
|
(13,221
|
)
|
|
|
(13,221
|
)
|
|
|
|
|
Total Equity
|
|
|
389,339
|
|
|
|
387,325
|
|
|
|
(2,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Liabilities and Equity
|
|
$
|
6,094,262
|
|
|
$
|
6,092,248
|
|
|
$
|
(2,014
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Earnings
|
|
|
|
2006
|
|
|
|
As Originally
|
|
|
As
|
|
|
Effect of
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Change
|
|
|
Total interest income
|
|
$
|
316,660
|
|
|
$
|
316,091
|
|
|
$
|
(569
|
)
|
Total interest expense
|
|
|
147,464
|
|
|
|
147,464
|
|
|
|
|
|
Provision for credit losses
|
|
|
3,000
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
166,196
|
|
|
|
165,627
|
|
|
|
(569
|
)
|
Other income
|
|
|
33,258
|
|
|
|
33,258
|
|
|
|
|
|
Other expense
|
|
|
95,824
|
|
|
|
95,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
103,630
|
|
|
|
103,061
|
|
|
|
(569
|
)
|
Income Taxes
|
|
|
31,724
|
|
|
|
32,481
|
|
|
|
757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
71,906
|
|
|
$
|
70,580
|
|
|
$
|
(1,326
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
69
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statement of Earnings
|
|
|
|
2005
|
|
|
|
As Originally
|
|
|
As
|
|
|
Effect of
|
|
|
|
Reported
|
|
|
Adjusted
|
|
|
Change
|
|
|
Total interest income
|
|
$
|
246,948
|
|
|
$
|
246,884
|
|
|
$
|
(64
|
)
|
Total interest expense
|
|
|
77,436
|
|
|
|
77,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
169,512
|
|
|
|
169,448
|
|
|
|
(64
|
)
|
Other income
|
|
|
27,505
|
|
|
|
27,505
|
|
|
|
|
|
Other expense
|
|
|
90,053
|
|
|
|
90,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before taxes
|
|
|
106,964
|
|
|
|
106,900
|
|
|
|
(64
|
)
|
Income Taxes
|
|
|
36,346
|
|
|
|
36,710
|
|
|
|
364
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$
|
70,618
|
|
|
$
|
70,190
|
|
|
$
|
(428
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Due from Banks Cash on hand,
cash items in the process of collection, and amounts due from
correspondent banks and the Federal Reserve Bank are included in
Cash and due from banks.
Investment Securities The Company
classifies as
held-to-maturity
those debt securities that the Company has the positive intent
and ability to hold to maturity. Securities classified as
trading are those securities that are bought and held
principally for the purpose of selling them in the near term.
All other debt and equity securities are classified as
available-for-sale.
Securities
held-to-maturity
are accounted for at cost and adjusted for amortization of
premiums and accretion of discounts. Trading securities are
accounted for at fair value with the unrealized holding gains
and losses being included in current earnings.
Available-for-sale
securities are accounted for at fair value, with the net
unrealized gains and losses, net of income tax effects,
presented as a separate component of stockholders equity.
At each reporting date,
available-for-sale
securities are assessed to determine whether there is an
other-than-temporary
impairment. Such impairment, if any, is required to be
recognized in current earnings rather than as a separate
component of stockholders equity. Realized gains and
losses on sales of securities are recognized in earnings at the
time of sale and are determined on a specific-identification
basis. Purchase premiums and discounts are recognized in
interest income using the effective-yield method over the terms
of the securities. For mortgage-backed securities
(MBS), the amortization or accretion is based on
estimated average lives of the securities. The lives of these
securities can fluctuate based on the amount of prepayments
received on the underlying collateral of the securities. The
Companys investment in Federal Home Loan Bank
(FHLB) stock is carried at cost.
Loans and Lease Finance Receivables Loans and
lease finance receivables are reported at the principal amount
outstanding less deferred net loan origination fees and the
allowance for credit losses. Interest on loans and lease finance
receivables is credited to income based on the principal amount
outstanding. Interest income is not recognized on loans and
lease finance receivables when collection of interest is deemed
by management to be doubtful.
The Bank receives collateral to support loans, lease finance
receivables, and commitments to extend credit for which
collateral is deemed necessary. The most significant categories
of collateral are real estate, principally commercial and
industrial income-producing properties, real estate mortgages,
and assets utilized in agribusiness.
Nonrefundable fees and direct costs associated with the
origination or purchase of loans are deferred and netted against
outstanding loan balances. The deferred net loan fees and costs
are recognized in interest income over the loan term using the
effective-yield method.
Provision and Allowance for Credit Losses The
determination of the balance in the allowance for credit losses
is based on an analysis of the loan and lease finance
receivables portfolio using a systematic methodology and
reflects an amount that, in managements judgment, is
adequate to provide for probable credit losses inherent in the
portfolio, after giving consideration to the character of the
loan portfolio, current economic conditions, past credit loss
experience, and such other factors as deserve current
recognition in estimating inherent credit losses. The estimate
is
70
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
reviewed periodically by management and various regulatory
entities and, as adjustments become necessary, they are reported
in earnings in the periods in which they become known. The
provision for credit losses is charged to expense.
A loan for which collection of principal and interest according
to its original terms is not probable is considered to be
impaired. The Companys policy is to record a specific
valuation allowance, which is included in the allowance for
credit losses, or charge off that portion of an impaired loan
that exceeds its fair value. Fair value is usually based on the
value of underlying collateral, if the loan is determined to be
collateral dependent.
Premises and Equipment Premises and equipment
are stated at cost, less accumulated depreciation, which is
provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service
lives using the straight-line method. Properties under capital
lease and leasehold improvements are amortized over the shorter
of estimated economic lives of 15 years or the initial
terms of the leases. Estimated lives are 3 to 5 years for
computer and equipment 5 to 7 years for furniture, fixtures
and equipment, and 15 to 40 years for buildings and
improvements. Long-lived assets are reviewed periodically for
impairment when events or changes in circumstances indicate that
the carrying amount may not be recoverable. The impairment is
calculated as the difference in fair value of assets and their
carrying value. The impairment loss, if any, would be recorded
in noninterest expense.
Other Real Estate Owned Other real estate
owned represents real estate acquired through foreclosure in
satisfaction of commercial and real estate loans and is stated
at fair value, minus estimated costs to sell (fair value at time
of foreclosure). Loan balances in excess of fair value of the
real estate acquired at the date of acquisition are charged
against the allowance for credit losses. Any subsequent
operating expenses or income, reduction in estimated values, and
gains or losses on disposition of such properties are charged to
current operations.
Business Combinations, Goodwill and Intangible
Assets The Company has engaged in the
acquisition of financial institutions and the assumption of
deposits and purchase of assets from other financial
institutions in its market area. The Company has paid premiums
on certain transactions, and such premiums are recorded as
intangible assets, in the form of goodwill or other intangible
assets. In accordance with the provisions of Statement of
Financial Accounting Standards (SFAS) No. 142,
Goodwill and Other Intangible Assets, goodwill is
not being amortized whereas identifiable intangible assets with
finite lives are amortized over their useful lives. On an annual
basis, the Company tests goodwill for impairment. The Company
completed its annual impairment test as of July 1, 2007;
there was no impairment of goodwill.
Bank Owned Life Insurance The Bank invests in
Bank-Owned Life Insurance (BOLI). BOLI involves the purchasing
of life insurance by the Bank on a chosen group of employees.
The Bank is the owner and beneficiary of these policies. BOLI is
recorded as an asset at cash surrender value. Increases in the
cash value of these policies, as well as insurance proceeds
received, are recorded in other non-interest income and are not
subject to income tax.
Income Taxes Income taxes are accounted for
under the asset and liability method. Deferred tax assets and
liabilities are recognized for the future tax consequences
attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their
respective tax bases and operating loss and tax credit
carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in
the years in which those temporary differences are expected to
be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in
the period that includes the enactment date. Future realization
of deferred tax assets ultimately depends on the existence of
sufficient taxable income of the appropriate character (for
example, ordinary income or capital gain) within the carryback
or carryforward periods available under the tax law. Based on
historical and future expected taxable earnings and available
strategies, the Company considers the future realization of
these deferred tax assets more likely than not.
The Company adopted Fin 48, Accounting for Uncertainty in Income
Taxes. Fin 48 clarifies the accounting for uncertainty in tax
positions taken or expected to be taken on a tax return and
provides that the tax effects from an uncertain tax position can
be recognized in the financial statements only if, based on its
merits, the position is more likely than not to be sustained on
audit by the taxing authorities. Management believes that all
tax positions taken to
71
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
date are highly certain and, accordingly, no accounting
adjustment has been made to the financial statements. Interest
and penalties related to uncertain tax positions are recorded as
part of other operating expense.
Earnings per Common Share Basic earnings per
share are computed by dividing income available to common
stockholders by the weighted-average number of common shares
outstanding during each year. The computation of diluted
earnings per share considers the number of tax-effected shares
issuable upon the assumed exercise of outstanding common stock
options. Earnings per common share and stock option amounts have
been retroactively restated to give effect to all stock splits
and dividends. A reconciliation of the numerator and the
denominator used in the computation of basic and diluted
earnings per common share is included in Note 14.
Statement of Cash Flows Cash and cash
equivalents as reported in the statements of cash flows include
cash and due from banks and federal funds sold. Cash flow from
loans and deposits are reported net.
Stock Compensation Plans At December 31,
2007, the Company has three stock-based employee compensation
plans, which are described more fully in Note 15.
The Company adopted Statement of Financial Accounting Standards
No. 123 (revised 2004), Share-Based Payment
(SFAS No. 123R) on January 1, 2006,
using the modified prospective method. Under this
method, awards that are granted, modified, or settled after
December 31, 2005, are measured and accounted for in
accordance with SFAS No. 123R. Also under this method,
unvested stock awards as of January 1, 2006 are recognized
over the remaining service period with no change in historical
reported earnings. Prior to the adoption of
SFAS No. 123R, the Company accounted for stock
compensation under the intrinsic value method permitted by
Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB No. 25) and
related interpretations. Accordingly, the Company previously
recognized no compensation cost for employee stock options that
were granted with an exercise price equal to the market value of
the underlying common stock on the date of grant. The Company
provided pro forma disclosure amounts in accordance with
SFAS No. 148, Accounting for Stock-Based
Compensation Transition and Disclosure
(SFAS No. 148), as if the fair value method defined by
SFAS No. 123 had been applied to its stock-based
compensation.
Prior to the adoption of SFAS 123R, the Company presented
all tax benefits of deductions resulting from the exercise of
stock options as operating cash flows in the Consolidated
Statements of Cash Flows. SFAS 123R requires the tax
benefits resulting from deductions in excess of the compensation
cost recognized for those options (excess tax
benefits) to be classified as financing cash flows. The
Company has $544,000 and $331,000 of excess tax benefit
resulting from disqualified dispositions classified as financing
activities in the Consolidated Statements of Cash Flows for the
year ended December 31, 2007 and 2006, respectively.
The following table illustrates the effect on net income and
earnings per share had the Company accounted for stock-based
compensation in accordance with SFAS 123R for the years
ended December 31, 2005:
|
|
|
|
|
|
|
2005
|
|
|
|
(Dollars in thousands)
|
|
|
Net income, as reported
|
|
$
|
70,190
|
|
Deduct: Total stock-based employee compensation expense
determined under fair value based method for all awards, net of
related tax effects
|
|
|
1,114
|
|
|
|
|
|
|
Pro forma net income
|
|
$
|
69,076
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
Basic as reported
|
|
$
|
0.83
|
|
Basic pro forma
|
|
$
|
0.82
|
|
Diluted as reported
|
|
$
|
0.83
|
|
Diluted pro forma
|
|
$
|
0.81
|
|
72
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
CitizensTrust The Company maintains funds in
trust for customers. The amount of these funds and the related
liability have not been recorded in the accompanying
consolidated balance sheets because they are not assets or
liabilities of the Bank or Company, with the exception of any
funds held on deposit with the Bank.
Use of Estimates in the Preparation of Financial
Statements The preparation of financial
statements in conformity with accounting principles generally
accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. A
material estimate that is particularly susceptible to
significant change in the near term relates to the determination
of the allowance for credit losses. Other significant estimates
which may be subject to change include fair value disclosures,
impairment of investments and goodwill, and valuation of
deferred tax assets and other intangibles.
Recent Accounting Pronouncements In September
2006, the Emerging Issues Task Force (EITF) reached
a final consensus on Issue
06-4,
Accounting for Deferred Compensation and Postretirement
Benefit Aspects of Endorsement Split-Dollar Life Insurance
Arrangements
(EITF 06-4).
EITF 06-4
requires that for a split-dollar life insurance arrangement, an
employer should recognize a liability for future benefits in
accordance with SFAS 106, Employers Accounting
for Postretirement Benefits Other Than Pensions or APB
Opinion No. 12, Omnibus Opinion
1967. Under the guidance, the purchase of an endorsement
type policy does not constitute a settlement since the policy
does not qualify as nonparticipating because the policyholders
are subject to the favorable and unfavorable experience of the
insurance company.
EITF 06-4
is effective for fiscal years beginning after December 15,
2007. The adoption of
EITF 06-4
did not have a material effect on the Companys
consolidated financial position or results of operations.
In September 2006, the Financial Accounting Standards Board
(FASB) issued Statement No. 157, Fair
Value Measurements (SFAS No. 157).
SFAS No. 157 defines fair value, establishes a
framework for measuring fair value and expands disclosure of
fair value measurements. SFAS No. 157 applies under
other accounting pronouncements that require or permit fair
value measurements and accordingly, does not require any new
fair value measurements. SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007. The adoption of SFAS No. 157
did not have a material effect on the Companys
consolidated financial position or results of operations.
In February 2007, the FASB issued SFAS 159, The Fair Value
Option for Financial Assets and Financial Liabilities-Including
an Amendment of FASB Statement No. 115. SFAS 159
permits an entity to choose to measure many financial
instruments and certain other items at fair value. Most of the
provisions of SFAS 159 are elective; however, the amendment
to SFAS 115, Accounting for Certain Investments in Debt and
Equity Securities, applies to all entities with available for
sale or trading securities. For financial instruments elected to
be accounted for at fair value, an entity will report the
unrealized gains and losses in earnings. SFAS 159 is
effective as of the beginning of an entitys first fiscal
year that begins after November 15, 2007. The adoption of
SFAS No. 159 did not have a material effect on the
Companys consolidated financial position or results of
operations.
In December 2007, the FASB issued a revision to
SFAS No. 141, Business Combinations,
SFAS No. 141(R). SFAS No. 141(R) requires an
acquirer to recognize the assets acquired, the liabilities
assumed, and any non-controlling interest in the acquiree at the
acquisition date, measured at their fair values as of that date,
with limited exceptions specified in the Statement. This
replaces SFAS No. 141s cost-allocation process,
which required the cost of the acquisition to be allocated to
the individual assets acquired and liabilities assumed based on
their estimated fair values. SFAS No. 141(R) is
applied prospectively to business combinations for which the
acquisition date is on or after the beginning of the first
annual reporting period beginning on or after December 15,
2008. An entity may not apply it before that date. The Company
does not expect the adoption of SFAS 141(R) to have a
material effect on the Companys consolidated financial
position or results of operations.
73
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
In December 2007, the FASB issued SFAS No. 160,
Non-controlling Interest in Consolidated Financial
Statements an amendment of ARB No. 51.
SFAS No. 160 amends ARB No. 51 to establish
accounting and reporting standards for non-controlling interest
in a subsidiary and for the deconsolidation of a subsidiary. It
clarifies that a non-controlling interest in a subsidiary is an
ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements.
SFAS No. 160 is effective for fiscal years, and
interim periods, within those fiscal years, beginning on or
after December 15, 2008. Early adoption is prohibited. The
Company does not expect the adoption of SFAS 160 to have a
material effect on the Companys consolidated financial
position or results of operations.
Reclassifications Certain amounts in the
prior years financial statements and related footnote
disclosures have been reclassified to conform to the
current-year presentation with no impact on previously reported
net income or stockholders equity.
The amortized cost and estimated fair value of investment
securities are shown below. The majority of securities held are
publicly traded, and the estimated fair values were obtained
from an independent pricing service based upon market quotes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
Fair
|
|
|
Total
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
Percent
|
|
|
|
(Amounts in thousands)
|
|
|
Investment Securities
Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury Obligations
|
|
$
|
992
|
|
|
$
|
6
|
|
|
$
|
|
|
|
$
|
998
|
|
|
|
0.04
|
%
|
Government agency & government-sponsored enterprises
|
|
|
50,192
|
|
|
|
698
|
|
|
|
(55
|
)
|
|
|
50,835
|
|
|
|
2.13
|
%
|
Mortgage-backed securities
|
|
|
1,028,272
|
|
|
|
4,542
|
|
|
|
(9,753
|
)
|
|
|
1,023,061
|
|
|
|
42.80
|
%
|
CMOs / REMICs
|
|
|
620,526
|
|
|
|
3,154
|
|
|
|
(874
|
)
|
|
|
622,806
|
|
|
|
26.05
|
%
|
Municipal bonds
|
|
|
683,464
|
|
|
|
12,629
|
|
|
|
(3,227
|
)
|
|
|
692,866
|
|
|
|
28.98
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities
|
|
$
|
2,383,446
|
|
|
$
|
21,029
|
|
|
$
|
(13,909
|
)
|
|
$
|
2,390,566
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
Amortized
|
|
|
Holding
|
|
|
Holding
|
|
|
Fair
|
|
|
Total
|
|
|
|
Cost
|
|
|
Gain
|
|
|
Loss
|
|
|
Value
|
|
|
Percent
|
|
|
|
(Amounts in thousands)
|
|
|
Investment Securities
Available-for-Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Treasury securities
|
|
$
|
971
|
|
|
$
|
|
|
|
$
|
(1
|
)
|
|
$
|
970
|
|
|
|
0.04
|
%
|
Government agency & government-sponsored enterprises
|
|
|
68,679
|
|
|
|
124
|
|
|
|
(503
|
)
|
|
|
68,300
|
|
|
|
2.64
|
%
|
Mortgage-backed securities
|
|
|
1,103,664
|
|
|
|
1,793
|
|
|
|
(27,606
|
)
|
|
|
1,077,851
|
|
|
|
41.73
|
%
|
CMOs / REMICs
|
|
|
791,265
|
|
|
|
2,589
|
|
|
|
(6,584
|
)
|
|
|
787,270
|
|
|
|
30.48
|
%
|
Municipal bonds
|
|
|
638,391
|
|
|
|
12,249
|
|
|
|
(4,855
|
)
|
|
|
645,785
|
|
|
|
25.00
|
%
|
Other securities
|
|
|
2,726
|
|
|
|
|
|
|
|
|
|
|
|
2,726
|
|
|
|
0.11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Investment Securities
|
|
$
|
2,605,696
|
|
|
$
|
16,755
|
|
|
$
|
(39,549
|
)
|
|
$
|
2,582,902
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
At December 31, 2007, approximately 98% of the
mortgage-backed securities and CMO/REMICs (which represent
collateralized mortgage obligations and real estate mortgage
investment conduits) securities are issued by
U.S. government-sponsored agencies that guarantee payment
of principal and interest of the underlying mortgages.
There were no realized gains or losses during the year ended
December 31, 2007. Gross realized gains were
$1.73 million and $1.38 million for years ended
December 31, 2006 and 2005, respectively. Gross realized
losses were $670,000 and $1.42 million for years ended
December 31, 2006 and 2005, respectively.
The remaining CMO/REMICs are backed by agency-pooled collateral
or whole loan collateral. All non-agency CMO/REMICs issues held
are rated AAA by either Standard &
Poors or Moodys, as of December 31, 2007.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
|
Less than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
|
Fair
|
|
|
Holding
|
|
Description of Securities
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
|
(Amounts in thousands)
|
|
|
U.S. Treasury Obligations
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Government agency &
government- sponsored enterprises
|
|
|
|
|
|
|
|
|
|
|
10,434
|
|
|
|
55
|
|
|
|
10,434
|
|
|
|
55
|
|
Mortgage-backed securities
|
|
|
26,109
|
|
|
|
30
|
|
|
|
703,159
|
|
|
|
9,723
|
|
|
|
729,268
|
|
|
|
9,753
|
|
CMO/REMICs
|
|
|
26,131
|
|
|
|
32
|
|
|
|
140,779
|
|
|
|
842
|
|
|
|
166,910
|
|
|
|
874
|
|
Municipal bonds
|
|
|
196,945
|
|
|
|
2,108
|
|
|
|
78,479
|
|
|
|
1,119
|
|
|
|
275,424
|
|
|
|
3,227
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
249,185
|
|
|
$
|
2,170
|
|
|
$
|
932,851
|
|
|
$
|
11,739
|
|
|
$
|
1,182,036
|
|
|
$
|
13,909
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2006
|
|
|
|
Less than 12 Months
|
|
|
12 Months or Longer
|
|
|
Total
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
Holding
|
|
|
|
|
|
Holding
|
|
|
Fair
|
|
|
Holding
|
|
Description of Securities
|
|
Fair Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
Value
|
|
|
Losses
|
|
|
|
(Amounts in thousands)
|
|
|
U.S. Treasury Obligations
|
|
$
|
970
|
|
|
$
|
1
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
970
|
|
|
$
|
1
|
|
Government agency &
government-sponsored enterprises
|
|
|
12,040
|
|
|
|
45
|
|
|
|
41,101
|
|
|
|
458
|
|
|
|
53,141
|
|
|
|
503
|
|
Mortgage-backed securities
|
|
|
74,274
|
|
|
|
388
|
|
|
|
880,162
|
|
|
|
27,218
|
|
|
|
954,436
|
|
|
|
27,606
|
|
CMO/REMICs
|
|
|
53,681
|
|
|
|
241
|
|
|
|
454,693
|
|
|
|
6,343
|
|
|
|
508,374
|
|
|
|
6,584
|
|
Municipal bonds
|
|
|
276,512
|
|
|
|
3,474
|
|
|
|
60,065
|
|
|
|
1,381
|
|
|
|
336,577
|
|
|
|
4,855
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
417,477
|
|
|
$
|
4,149
|
|
|
$
|
1,436,021
|
|
|
$
|
35,400
|
|
|
$
|
1,853,498
|
|
|
$
|
39,549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The tables above show the Companys investment
securities gross unrealized losses and fair value by
investment category and length of time that individual
securities have been in a continuous unrealized loss position,
at December 31, 2007 and 2006. The Company has reviewed
individual securities classified as
available-for-sale
to determine whether a decline in fair value below the amortized
cost basis is
other-than-temporary.
If it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of a debt
security not impaired at acquisition, an
other-than-temporary
impairment shall be considered to have occurred. If an
75
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
other-than-temporary
impairment occurs, the cost basis of the security would be
written down to its fair value as a new cost basis and the write
down accounted for as a realized loss.
The following summarizes our analysis of these securities and
the unrealized losses. This assessment was based on the
following factors: i) the length of the time and the extent
to which the market value has been less than cost; ii) the
financial condition and near-term prospects of the issuer;
iii) the intent and ability of the Company to retain its
investment in a security for a period of time sufficient to
allow for any anticipated recovery in market value; and
iv) general market conditions which reflect prospects for
the economy as a whole, including interest rates and sector
credit spreads.
U.S. Treasury Obligations and Government
Agency & Government-Sponsored Enterprise
The U.S. Treasury Obligations and government agency are
backed by the full faith and credit of the U.S. Treasury
and government-sponsored agencies. These securities are bullet
securities, that is, they have a defined maturity date on which
the principal is paid. The contractual term of these investments
provides that the Bank will receive the face value of the bond
at maturity which will equal the amortized cost of the bond.
Interest is received throughout the life of the security. At
December 31, 2007, the unrealized loss greater than
12 months of $55,000 is comprised of one FNMA issue. This
security matures within 1.5 years. The agencies are rated
AAA and, although FNMA has had some accounting difficulties in
the past few years, this has not impacted its credit worthiness.
Because we believe the decline in market value is attributable
to the changes in interest rates and not credit quality, and the
Bank has the ability and intent to hold this security until
recovery of fair value, which may be at maturity, the Bank does
not consider this investment to be other than temporarily
impaired at December 31, 2007.
Mortgage-Backed Securities and CMO/REMICs
Almost all of the mortgage-backed and CMO/REMICs securities
are issued by the government-sponsored enterprises such as
Ginnie Mae, Fannie Mae and Freddie Mac. These securities are
collateralized or backed by the underlying mortgages. All
mortgage-backed securities are rated AAA with average life of
approximately 3.5 years. The contractual cash flows of
96.5% of these investments are guaranteed by
U.S. government-sponsored agencies. The remaining 3.5% are
issued by banks. Accordingly, it is expected the securities
would not be settled at a price less than the amortized cost of
the bond. The unrealized loss greater than 12 months on
these securities at December 31, 2007 is
$10.6 million. This loss is comprised of three main blocks
of securities: FNMAs with a loss of $5.2 million,
Freddie Mac with a loss of $4.9 million and non-government
sponsored enterprises such as financial institutions with a loss
of $481,000. Because we believe the decline in market value is
attributable to the changes in interest rates and not credit
quality, and the Company has the ability and intent to hold
these securities until recovery of fair value, which may be at
maturity, management does not consider these investments to be
other than temporarily impaired at December 31, 2007.
Municipal Bonds The municipal bonds in the
Banks portfolio are all rated AAA and they are insured by
the largest bond insurance companies with maturities of
approximately 7.7 years. The unrealized loss greater than
12 months on these securities at December 31, 2007 is
$1.11 million. As with the other securities in the
portfolio, we believe this loss is due to the rising rate
environment and not the credit risk of these securities. The
Bank diversifies its holdings by owning selections of securities
from different issuers and by holding securities from
geographically diversified municipal issuers, thus reducing the
Banks exposure to any single adverse event. Because we
believe the decline in market value is attributable to the
changes in interest rates and not credit quality, and the Bank
has the ability and intent to hold these securities until
recovery of fair value, which may be at maturity, the Bank does
not consider these investments to be other than temporarily
impaired at December 31, 2007.
At December 31, 2007 and 2006, investment securities having
an amortized cost of approximately $2.29 billion and
$2.44 billion, respectively, were pledged to secure public
deposits, short and long-term borrowings, and for other purposes
as required or permitted by law.
The amortized cost and fair value of debt securities at
December 31, 2007, by contractual maturity, are shown
below. Although mortgage-backed securities and CMO/REMICs have
contractual maturities through 2036,
76
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
expected maturities will differ from contractual maturities
because borrowers may have the right to prepay such obligations
without penalty. Mortgage-backed securities and CMO/REMICs are
included in maturity categories based upon estimated prepayment
speeds.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
|
|
|
|
|
|
|
|
|
|
Weighted-
|
|
|
|
Amortized
|
|
|
|
|
|
Average
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Yield
|
|
|
|
(Amounts in thousands)
|
|
|
Due in one year or less
|
|
$
|
77,617
|
|
|
$
|
78,294
|
|
|
|
4.95
|
%
|
Due after one year through five years
|
|
|
1,663,627
|
|
|
|
1,667,509
|
|
|
|
4.73
|
%
|
Due after five years through ten years
|
|
|
448,888
|
|
|
|
453,114
|
|
|
|
4.73
|
%
|
Due after ten years
|
|
|
193,817
|
|
|
|
191,649
|
|
|
|
4.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,383,949
|
|
|
$
|
2,390,566
|
|
|
|
4.68
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.
|
Loan and
Lease Finance Receivables
|
The following is a summary of the components of loan and lease
finance receivables at December 31:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
Commercial and Industrial
|
|
$
|
365,214
|
|
|
$
|
264,416
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
Construction
|
|
|
308,354
|
|
|
|
299,112
|
|
Commercial Real Estate
|
|
|
1,805,946
|
|
|
|
1,642,370
|
|
SFR Mortgage
|
|
|
365,849
|
|
|
|
284,725
|
|
Consumer
|
|
|
58,999
|
|
|
|
54,125
|
|
Municipal lease finance receivables
|
|
|
156,646
|
|
|
|
126,393
|
|
Auto and equipment leases, net of unearned discount
|
|
|
58,505
|
|
|
|
51,420
|
|
Dairy and Livestock
|
|
|
387,488
|
|
|
|
358,259
|
|
|
|
|
|
|
|
|
|
|
Gross Loans
|
|
|
3,507,001
|
|
|
|
3,080,820
|
|
Less:
|
|
|
|
|
|
|
|
|
Allowance for credit losses
|
|
|
(33,049
|
)
|
|
|
(27,737
|
)
|
Deferred net loan fees
|
|
|
(11,857
|
)
|
|
|
(10,624
|
)
|
|
|
|
|
|
|
|
|
|
Net Loans
|
|
$
|
3,462,095
|
|
|
$
|
3,042,459
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2007, the Company held approximately
$1.5 billion of fixed rate loans. As of December 31,
2007, 51.5% of the loan portfolio consisted of commercial real
estate loans. Substantially all of the Companys real
estate loans are secured by real properties located in
California.
|
|
4.
|
Transactions
Involving Directors and Shareholders
|
In the ordinary course of business, the Bank has granted loans
to certain directors, executive officers, and the businesses
with which they are associated. All such loans and commitments
to lend were made under terms that are consistent with the
Banks normal lending policies. All related party loans
were current as to principal and interest at December 31,
2007 and 2006.
77
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The following is an analysis of the activity of all such loans:
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Outstanding balance, beginning of year
|
|
$
|
8,879
|
|
|
$
|
7,303
|
|
Credit granted, including renewals
|
|
|
2,273
|
|
|
|
3,128
|
|
Repayments
|
|
|
(2,373
|
)
|
|
|
(1,552
|
)
|
|
|
|
|
|
|
|
|
|
Outstanding balance, end of year
|
|
$
|
8,779
|
|
|
$
|
8,879
|
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
Allowance
for Credit Losses and Other Real Estate Owned
|
Activity in the allowance for credit losses was as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
2006
|
|
|
2007
|
|
|
|
(Amounts in thousands)
|
|
|
Balance, beginning of year
|
|
$
|
27,737
|
|
|
$
|
23,204
|
|
|
$
|
22,494
|
|
Provision charged to operations
|
|
|
4,000
|
|
|
|
3,000
|
|
|
|
|
|
Acquisition of First Coastal Bancshares
|
|
|
2,671
|
|
|
|
|
|
|
|
756
|
|
Loans charged off
|
|
|
(2,098
|
)
|
|
|
(200
|
)
|
|
|
(1,380
|
)
|
Recoveries on loans previously charged off
|
|
|
739
|
|
|
|
1,733
|
|
|
|
1,334
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
33,049
|
|
|
$
|
27,737
|
|
|
$
|
23,204
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The allowance for off-balance sheet credit exposure relates to
commitments to extend credit, letters of credit and undisbursed
funds on lines of credit. The Company evaluates credit risk
associated with the loan and lease portfolio at the same time it
evaluates credit risk associated with the off-balance sheet
commitments. For 2007, the Company recorded an increase of
$1.2 million in the reserve for undisbursed commitments. As
of December 31, 2007 and 2006, the balance in this reserve
was $2.9 million and $1.7 million.
The Bank measures an impaired loan by using the present value of
the expected future cash flows discounted at the loans
effective interest rate or the fair value of the collateral if
the loan is collateral dependent. If the calculated measurement
of an impaired loan is less than the recorded investment in the
loan, a portion of the Banks general reserve is allocated
as an impairment reserve.
At December 31, 2007, the Bank had classified as impaired,
one loan with a balance of $1.1 million. There were no
loans classified as impaired at December 31, 2006. The
average recorded investment in impaired loans during the years
ended December 31, 2007, 2006, and 2005 was approximately
$804,000, $177,000, and $3,000, respectively. Interest income of
$161,000 was recognized, based on cash receipts, on impaired
loans during the year ended December 31, 2007. No interest
income was recognized, based on cash receipts, on impaired loans
during the years ended December 31, 2006 and 2005.
The accrual of interest on impaired loans is discontinued when
the loan becomes 90 days past due, or when the full
collection of principal and interest is in doubt. When an asset
is placed on non-accrual status, previously accrued but unpaid
interest is reversed against income. Subsequent collections of
cash may be applied as reductions to the principal balance, or
recorded as income, depending on managements assessment of
the ultimate collectibility of the asset. Non-accrual assets may
be restored to accrual status when principal and interest become
current and full payment of principal and interest is expected.
For 2007, non-performing loans were $1.4 million. Had
non-performing loans for which interest was no longer accruing
complied with the original terms and conditions of their
78
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
notes, interest income would have been $90,000 greater for 2007.
For 2006, there were no non-performing or non-accrual loans.
The Company had no other real estate owned at December 31,
2007 or 2006. There were no expenses incurred in 2007, 2006, and
2005, related to holding and disposition of OREO.
|
|
6.
|
Premises
and Equipment
|
Premises and equipment consist of:
|
|
|
|
|
|
|
|
|
|
|
As of December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Land
|
|
$
|
7,231
|
|
|
$
|
7,231
|
|
Bank premises
|
|
|
41,618
|
|
|
|
38,371
|
|
Furniture and equipment
|
|
|
44,623
|
|
|
|
39,636
|
|
Leased property under capital lease
|
|
|
649
|
|
|
|
649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94,121
|
|
|
|
85,887
|
|
Accumulated depreciation and amortization
|
|
|
(47,266
|
)
|
|
|
(40,924
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
46,855
|
|
|
$
|
44,963
|
|
|
|
|
|
|
|
|
|
|
The Company is subject to federal income tax and income tax of
the state of California. Our federal income tax returns for the
years ended December 31, 2004, 2005 and 2006 are open to
audit by the federal authorities and our California state tax
returns for the years ended December 31, 2003, 2004, 2005
and 2006 are open to audit by state authorities.
We record interest and penalties related to uncertain tax
positions as part of other operating expense. There was no
penalty or interest expense recorded as of December 31,
2007. We do not expect the total amount of unrecognized tax
benefits to significantly increase or decrease within the next
twelve months.
Income tax expense consists of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Current provision:
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
14,138
|
|
|
$
|
18,588
|
|
|
$
|
26,740
|
|
State
|
|
|
8,242
|
|
|
|
9,080
|
|
|
|
10,555
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,380
|
|
|
|
27,668
|
|
|
|
37,295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred provision (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal
|
|
|
173
|
|
|
|
3,701
|
|
|
|
(585
|
)
|
State
|
|
|
(74
|
)
|
|
|
1,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
99
|
|
|
|
4,813
|
|
|
|
(585
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
22,479
|
|
|
$
|
32,481
|
|
|
$
|
36,710
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
Income tax asset (liability) consists of the following:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Current:
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
9,060
|
|
|
$
|
8,681
|
|
State
|
|
|
(2,572
|
)
|
|
|
(1,883
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,488
|
|
|
|
6,798
|
|
|
|
|
|
|
|
|
|
|
Deferred:
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(829
|
)
|
|
|
10,771
|
|
State
|
|
|
(478
|
)
|
|
|
2,716
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,307
|
)
|
|
|
13,487
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,181
|
|
|
$
|
20,285
|
|
|
|
|
|
|
|
|
|
|
The components of the net deferred tax (liability) asset are as
follows:
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Federal
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
$
|
6,159
|
|
|
$
|
5,243
|
|
Intangibles Acquisitions
|
|
|
6,142
|
|
|
|
4,198
|
|
Deferred income
|
|
|
8,168
|
|
|
|
7,242
|
|
Unrealized gain on investment securities, net
|
|
|
2,482
|
|
|
|
|
|
Other, net
|
|
|
89
|
|
|
|
253
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax liability
|
|
|
23,040
|
|
|
|
16,936
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
California franchise tax
|
|
|
2,874
|
|
|
|
2,928
|
|
Bad debt and credit loss deduction
|
|
|
12,551
|
|
|
|
10,288
|
|
Net operating loss carryforward
|
|
|
1,442
|
|
|
|
1,470
|
|
Deferred compensation
|
|
|
2,714
|
|
|
|
2,756
|
|
Unrealized loss on investment securities, net
|
|
|
|
|
|
|
7,978
|
|
Capital loss carryforward
|
|
|
2,630
|
|
|
|
2,287
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax asset
|
|
|
22,211
|
|
|
|
27,707
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax (liability) asset federal
|
|
$
|
(829
|
)
|
|
$
|
10,771
|
|
|
|
|
|
|
|
|
|
|
80
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
State
|
|
|
|
|
|
|
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation
|
|
$
|
1,598
|
|
|
$
|
736
|
|
Intangibles Acquisitions
|
|
|
1,902
|
|
|
|
1,299
|
|
Deferred income
|
|
|
2,530
|
|
|
|
2,244
|
|
Unrealized gain on investment securities, net
|
|
|
508
|
|
|
|
|
|
Other, net
|
|
|
15
|
|
|
|
72
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax liability
|
|
|
6,553
|
|
|
|
4,351
|
|
|
|
|
|
|
|
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Bad debt and credit loss deduction
|
|
|
3,892
|
|
|
|
3,195
|
|
Net operating loss carryforward
|
|
|
484
|
|
|
|
793
|
|
Deferred compensation
|
|
|
885
|
|
|
|
775
|
|
Unrealized loss on investment securities, net
|
|
|
|
|
|
|
1,596
|
|
Capital loss carryforward
|
|
|
814
|
|
|
|
708
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax asset
|
|
|
6,075
|
|
|
|
7,067
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax (liability) asset state
|
|
$
|
(478
|
)
|
|
$
|
2,716
|
|
|
|
|
|
|
|
|
|
|
A reconciliation of the statutory income tax rate to the
consolidated effective income tax rate follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Years Ended December 31,
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(amounts in thousands)
|
|
|
Federal income tax at statutory rate
|
|
$
|
29,072
|
|
|
|
35.0
|
%
|
|
$
|
36,071
|
|
|
|
35.0
|
%
|
|
$
|
37,415
|
|
|
|
35.0
|
%
|
State franchise taxes, net of federal benefit
|
|
|
5,691
|
|
|
|
6.9
|
%
|
|
|
7,091
|
|
|
|
6.9
|
%
|
|
|
7,229
|
|
|
|
6.8
|
%
|
Tax-exempt income
|
|
|
(12,012
|
)
|
|
|
(14.5
|
)%
|
|
|
(10,694
|
)
|
|
|
(10.4
|
)%
|
|
|
(8,066
|
)
|
|
|
(7.5
|
)%
|
Other, net
|
|
|
(272
|
)
|
|
|
(0.3
|
)%
|
|
|
13
|
|
|
|
0.0
|
%
|
|
|
132
|
|
|
|
0.1
|
%
|
|
|
$
|
22,479
|
|
|
|
27.1
|
%
|
|
$
|
32,481
|
|
|
|
31.5
|
%
|
|
$
|
36,710
|
|
|
|
34.3
|
%
|
The composition of deposits is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2007
|
|
|
December 31, 2006
|
|
|
|
(Amounts in thousands)
|
|
|
Non-interest bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
$
|
1,295,959
|
|
|
|
38.5
|
%
|
|
$
|
1,363,411
|
|
|
|
40.0
|
%
|
Interest bearing deposits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings Deposits
|
|
|
1,278,035
|
|
|
|
38.0
|
%
|
|
|
1,215,419
|
|
|
|
35.7
|
%
|
Time deposits
|
|
|
790,355
|
|
|
|
23.5
|
%
|
|
|
827,978
|
|
|
|
24.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
3,364,349
|
|
|
|
100.0
|
%
|
|
$
|
3,406,808
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time certificates of deposit with balances of $100,000 or more
amounted to approximately $685.5 million and
$733.7 million at December 31, 2007 and 2006,
respectively. Interest expense on such deposits amounted to
approximately $33.7 million, $31.6 million, and
$11.1 million for the years ended December 31, 2007,
2006 and 2005, respectively.
81
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
At December 31, 2007, the scheduled maturities of time
certificates of deposit are as follows (000s omitted):
|
|
|
|
|
2008
|
|
$
|
769,397
|
|
2009
|
|
|
8,449
|
|
2010
|
|
|
8,339
|
|
2011
|
|
|
458
|
|
2012 and thereafter
|
|
|
3,712
|
|
|
|
|
|
|
|
|
$
|
790,355
|
|
|
|
|
|
|
At December 31, 2007, the Company had a single depositor
with certificates of deposit balances of approximately
$160.5 million.
During 2007 and 2006, the Bank entered into short-term borrowing
agreements with the FHLB. The Bank had outstanding balances of
$954.0 million and $887.9 million under these
agreements at December 31, 2007 and 2006, respectively,
with weighted-average interest rates of 4.67% and 4.28%,
respectively. FHLB held certain investment securities of the
Bank as collateral for those borrowings. The average outstanding
balance of short-term borrowings for 2007 and 2006 was
$1.1 billion and $1.3 billion, respectively. The
maximum outstanding at any month-end was $1.8 billion
during 2007 and $1.7 billion during 2006. On
December 31, 2007 and 2006, the Bank entered into overnight
agreements with certain financial institutions and customers
with a balance outstanding of $430.8 million and
$301.4 million, respectively, at a weighted average annual
interest rate of 3.85% and 5.08%, respectively.
In June 2006, the Company purchased securities totaling
$250.0 million. This purchase was funded by a repurchase
agreement of $250.0 million with a double cap embedded in
the repurchase agreement. The interest rate on this agreement is
tied to three-month LIBOR and resets quarterly. The Company
entered into this arrangement to protect itself from continued
rising rates while benefiting from declining rates.
In November 2006, we began a repurchase agreement product with
our customers. This product, known as Citizens Sweep Manager,
sells our securities overnight to our customers under an
agreement to repurchase them the next day. As of
December 31, 2007 and 2006, total funds borrowed under
these agreements were $336.3 million and
$94.4 million, respectively, with weighted average interest
rates of 4.23% and 4.63%.
The Bank entered into an agreement, known as the Treasury
Tax & Loan (TT&L) Note Option
Program, in 1996 with the Federal Reserve Bank and the
U.S. Department of the Treasury in which federal tax
deposits made by depositors can be held by the Bank until called
(withdrawn) by the U.S. Department of the Treasury. The
maximum amount of accumulated federal tax deposits allowable to
be held by the Bank, as set forth in the agreement, is
$15.0 million. On December 31, 2007 and 2006, the
amounts held by the Bank in the TT&L Note Option Program
were $540,000 and $7.2 million respectively, collateralized
by securities. Amounts are payable on demand. The Bank borrows
at a variable rate of 86 and 75 basis points less than the
average weekly federal funds rate, which was 5.03% and 5.08% at
December 31, 2007 and 2006, respectively. The average
amounts held in 2007 and 2006 were $3.1 million and
$3.9 million, respectively.
During 2007 and 2006, the Bank entered into long-term borrowing
agreements with the FHLB. The Bank had outstanding balances of
$700.0 million under these agreements at December 31,
2007 and 2006, with weighted-average interest rates of 4.88% and
4.90% in 2007 and 2006, respectively. FHLB held certain
investment securities of the Bank as collateral for those
borrowings. The maturity dates of the outstanding balances at
December 31, 2007 are as follows: $200.0 million in
2009, $400.0 million in 2010 and $100.0 million in
2011.
82
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The Bank acquired subordinated debt of $5.0 million from
the acquisition of FCB in June 2007 which is included in
long-term borrowings. The debt has a variable interest rate
which resets quarterly at three-month LIBOR plus 1.65%. The debt
matures on January 7, 2016, but becomes callable on
January 7, 2011.
|
|
10.
|
Junior
Subordinated Debentures
|
On December 17, 2003, CVB Statutory Trust I completed
a $40,000,000 offering of Trust Preferred Securities and
used the gross proceeds from the offering and other cash,
totaling $41,238,000 to purchase a like amount of junior
subordinated debenture of the Company. The junior subordinated
debenture was issued concurrent with the issuance of the
Trust Preferred Securities. The interest on junior
subordinated debenture, paid by the Company to CVB Statutory
Trust I, represents the sole revenues of CVB Statutory
Trust I and the sole source of dividend distribution to the
holders of the Trust Preferred Securities. The Company has
fully and conditionally guaranteed all of CVB Statutory
Trust Is obligations under the Trust Preferred
Securities. The Company has the right, assuming no default has
occurred, to defer payments of interest on the junior
subordinated debenture at any time for a period not to exceed 20
consecutive quarters. The Trust Preferred Securities will
mature on December 17, 2033, but become callable in part or
in total on December 17, 2008 by CVB Statutory
Trust I. The Trust Preferred Securities have a fixed
interest rate of 6.51% during the first five years, after which
the interest rate will float and reset quarterly at the
three-month Libor rate plus 2.85%.
On December 15, 2003, CVB Statutory Trust II completed
a $40,000,000 offering of Trust Preferred Securities and
used the gross proceeds from the offering and other cash
totaling $41,238,000 to purchase a like amount of junior
subordinated debenture of the Company. The junior subordinated
debenture was issued concurrent with the issuance of the
Trust Preferred Securities. The interest on junior
subordinated debenture, paid by the Company to CVB Statutory
Trust II, represents the sole revenues of CVB Statutory
Trust II and the sole source of dividend distribution to
the holders of the Trust Preferred Securities. The Company
has fully and conditionally guaranteed all of CVB Statutory
Trust IIs obligations under the Trust Preferred
Securities. The Company has the right, assuming no default has
occurred, to defer payments of interest on the junior
subordinated debenture at any time for a period not to exceed 20
consecutive quarters. The Trust Preferred Securities will
mature on January 7, 2034, but become callable in part or
in total on January 7, 2009 by CVB Statutory Trust II.
The Trust Preferred Securities have a fixed interest rate
of 6.46% during the first five years, after which the interest
rate will float and reset quarterly at the three-month Libor
rate plus 2.85%.
On January 31, 2006, CVB Statutory Trust III completed
a $25,000,000 offering of Trust Preferred Securities and
used the gross proceeds from the offering and other cash
totaling $25,774,000 to purchase a like amount of junior
subordinated debenture of the Company. The junior subordinated
debenture was issued concurrent with the issuance of the
Trust Preferred Securities. The interest on junior
subordinated debenture, paid by the Company to CVB Statutory
Trust III, represents the sole revenues of CVB Statutory
Trust III and the sole source of dividend distribution to
the holders of the Trust Preferred Securities. The Company
has fully and conditionally guaranteed all of CVB Statutory
Trust IIIs obligations under the Trust Preferred
Securities. The Company has the right, assuming no default has
occurred, to defer payments of interest on the junior
subordinated debenture at any time for a period not to exceed 20
consecutive quarters. The Trust Preferred Securities will
mature on March 15, 2036, but become callable in part or in
total on March 15, 2011 by CVB Statutory Trust III.
The Trust Preferred Securities have a variable per annum
rate equal to LIBOR (as defined in the indenture dated as of
January 31, 2006 (Indenture) between the
Company and U.S. Bank National Association, as debenture
trustee) plus 1.38% (the Variable Rate). As of
December 31, 2007, the three-month LIBOR was 4.85%.
On June 22, 2007, we acquired FCB Statutory Trust I
and II as a result of the FCB acquisition. Junior
subordinated debentures were issued concurrent with the issuance
of the Trust Preferred Securities. The Trust Preferred
Securities under Trust I had a principal amount of $804,120
with a fixed interest rate of 11.875%. The maturity date was
December 31, 2028 and was callable at par. We paid-off this
trust during the fourth quarter of
83
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
2007. The Trust Preferred Securities under Trust II
have a principal amount of $6.8 million and mature on
October 7, 2033. These securities become callable on
July 7, 2008 and have a variable per annum rate equal to
LIBOR plus 3.25%.
|
|
11.
|
Commitments
and Contingencies
|
Leases
The Company leases land and buildings under operating leases for
varying periods extending to 2020, at which time the Company can
exercise options that could extend certain leases through 2026.
The future minimum annual rental payments required for leases
that have initial or remaining noncancelable lease terms in
excess of one year as of December 31, 2007, excluding
property taxes and insurance, are as follows (000s
omitted):
|
|
|
|
|
2008
|
|
$
|
5,468
|
|
2009
|
|
|
4,606
|
|
2010
|
|
|
3,549
|
|
2011
|
|
|
2,985
|
|
2012
|
|
|
2,568
|
|
Succeeding years
|
|
|
7,258
|
|
|
|
|
|
|
Total minimum payments required
|
|
$
|
26,434
|
|
|
|
|
|
|
Total rental expense for the Company was approximately
$5.0 million, $4.2 million, and $4.0 million for
the years ended December 31, 2007, 2006, and 2005,
respectively.
Commitments
At December 31, 2007, the Company had commitments to extend
credit of approximately $747.5 million and obligations
under letters of credit of $60.9 million. Commitments to
extend credit are agreements to lend to customers, provided
there is no violation of any condition established in the
contract. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee.
Commitments are generally variable rate, and many of these
commitments are expected to expire without being drawn upon. As
such, the total commitment amounts do not necessarily represent
future cash requirements. The Bank uses the same credit
underwriting policies in granting or accepting such commitments
or contingent obligations as it does for on-balance-sheet
instruments, which consist of evaluating customers
creditworthiness individually. The Company has a reserve for
undisbursed commitments of $2.9 million as of
December 31, 2007.
Standby letters of credit written are conditional commitments
issued by the Bank to guarantee the financial performance of a
customer to a third party. Those guarantees are primarily issued
to support private borrowing arrangements. The credit risk
involved in issuing letters of credit is essentially the same as
that involved in extending loan facilities to customers. When
deemed necessary, the Bank holds appropriate collateral
supporting those commitments. Management does not anticipate any
material losses as a result of these transactions.
The Bank has available lines of credit totaling
$621.1 million from certain financial institutions of which
$221.7 million were secured by pledged securities and loans.
Shareholder
Rights Plan
In 2000, the Company adopted a shareholder rights plan designed
to maximize long-term value and to protect shareholders from
improper takeover tactics and takeover bids which are not fair
to all shareholders. In accordance with the plan, preferred
share purchase rights were distributed as a dividend at the rate
of one right to purchase one
84
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
one-thousandth of a share of our Series A Participating
Preferred Stock at an exercise price of $50.00 (subject to
adjustment) upon the occurrence of certain triggering events.
The rights become exercisable, and will begin to trade
separately from the Common Stock of the Company, upon the
earlier of (i) 10 days following a public announcement
that a person or group of affiliated persons has acquired, or
obtained the right to acquire, beneficial ownership of 20% or
more of the outstanding Common Stock or (ii) ten business
days (or such later day as determined by the Board) after a
person or group announces a tender offer or exchange offer, the
consummation of which would result in ownership by a person or
group of 20% or more of our Common Stock. Each right will
entitle the holder to purchase Common Stock of the Company
having a current market value of twice the exercise price of the
right. If the Company is acquired through a merger or other
business combination transaction, or if there is a sale of more
than 50% of our assets or earning power, each right will entitle
the holder (other than rights held by the acquiring person) to
purchase, at the exercise price, common stock of the acquiring
entity having a value of twice the exercise price at the time.
The Companys Board of Directors has the option, at any
time after a person becomes a 20% holder of our outstanding
common stock, to exchange all or part of the rights (other than
rights held by the acquiring person) for shares of common stock
of the Company provided the Company may not make such an
exchange after the person becomes the beneficial owner of 50% or
more of our outstanding stock.
The Company may redeem the rights for $.01 each at any time on,
or prior to, public announcement that a person has become the
beneficial owner of 20% or more of our common stock. The rights
will expire on June 21, 2010, unless earlier redeemed or
exchanged.
Other
Contingencies
In the ordinary course of business, the Company becomes involved
in litigation. Based upon the Companys internal records
and discussions with legal counsel, the Company records reserves
for estimates of the probable outcome of all cases brought
against them. As of December 31, 2007, the Company does not
have any litigation reserves and is not aware of any material
pending legal action or complaint asserted against the Company.
|
|
12.
|
Deferred
Compensation Plans
|
As a result of the acquisition of Citizens Commercial Trust and
Savings Bank of Pasadena (CCT&SB) in 1996, the
Bank assumed deferred compensation and salary continuation
agreements with several former employees of CCT&SB. These
agreements call for periodic payments at the retirement of such
employees who have normal retirement dates through 2021. In
connection with these agreements, the Bank assumed life
insurance policies, which it intends to use to fund the related
liability. Benefits paid to retirees amounted to approximately
$106,000 in 2007, $106,000 in 2006, and $108,000 in 2005.
The Bank also assumed a death benefit program for certain former
employees of CCT&SB, under which the Bank will provide
benefits to the former employees beneficiaries: 1) in
the event of death while employed by the Bank; 2) after
termination of employment for total and permanent disability;
3) after retirement, if retirement occurs after
age 65. Amounts are to be paid to the former
employees beneficiaries over a
10-year
period in equal installments. Further, the Bank assumed life
insurance policies to fund any future liability related to this
program. Amounts paid for the benefit of retirees totaled
approximately $45,000 in 2007, $62,000 in 2006, and $135,000 in
2005.
The Company assumed certain deferred compensation and salary
continuation agreements as a result of the merger with Orange
National Bancorp (ONB) in 1999. These agreements
called for periodic payments over 180 months in the event
that ONB experienced a merger, acquisition, or other act wherein
the employees were not retained in similar positions with the
surviving company. Amounts paid under these agreements totaled
approximately $60,000 in each of 2007, 2006, and 2005.
85
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The Company assumed certain deferred compensation and salary
continuation agreements as a result of the merger with Western
Security Bank (WSB) in 2002. These agreements called
for periodic payments over 180 months in the event that WSB
experienced a merger, acquisition, or other act wherein the
employees were not retained in similar positions with the
surviving company. Amounts paid under these agreements totaled
approximately $498,000 in each of 2007, 2006 and 2005.
In 2003, the acquired Kaweah National Bank (KNB) had
severance arrangements with several of its officers should they
not retain a similar position upon a change of control. These
monies totaling $879,000 were paid into a Rabbi Trust by KNB
prior to the closing of the acquisition. Amounts paid under
these agreements totaled approximately $118,950 in 2007, $48,750
in 2006 and $121,000 in 2005.
In February 2006, the acquired Granite State Bank
(GSB) had a severance arrangement with an officer
should he not retain a similar position upon a change of
control. The total of $1.2 million was paid into a Rabbi
Trust by GSB prior to the closing of the acquisition. No amount
was paid under this agreement in 2007 and 2006.
The total expense recorded under these deferred compensation
agreements was $326,000 in 2007, $349,000 in 2006, and $462,000
in 2005.
On December 22, 2006, the Company approved a deferred
compensation plan for its President and Chief Executive Officer,
Christopher D. Myers. Under the Plan, which became effective on
January 1, 2007, Mr. Myers may defer up to 75% of his
base salary and up to 100% of his bonus for each calendar year
in which the Plan is effective. The Company has the discretion
to make additional contributions to the Plan for the benefit of
Mr. Myers.
On March 31, 2007, the Company approved the Executive
Non-qualified Excess Plan, a deferred compensation plan for
certain management employees to provide a means by which they
may elect to defer receipt of compensation in order to provide
retirement benefits. The Plan is intended to be unfunded and
primarily serve the purpose of providing deferred compensation
benefits for a select group of employees.
13. 401(k)
and Profit-Sharing Plan
The Bank sponsors a 401(k) and profit-sharing plan for the
benefit of its employees. Employees are eligible to participate
in the plan immediately upon hire. Employees may make
contributions to the plan under the plans 401(k)
component. The Bank contributes 3%, non-matching, to the plan to
comply with ERISAs safe harbor provisions. The Bank may
make additional contributions under the plans
profit-sharing component, subject to certain limitations. The
Banks total contributions are determined by the Board of
Directors and amounted to approximately $1.3 million in
2007, $2.7 million in 2006 and $2.6 million in 2005.
|
|
14.
|
Earnings
Per Share Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Income
|
|
|
Average Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(Amount and share in thousands,
|
|
|
|
except per share amount)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
60,584
|
|
|
|
83,600
|
|
|
$
|
0.72
|
|
Effect of Dilutive Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental shares from assumed exercise of outstanding options
|
|
|
|
|
|
|
406
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
60,584
|
|
|
|
84,006
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
86
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Income
|
|
|
Average Shares
|
|
|
Per Share
|
|
|
|
(Numerator)
|
|
|
(Denominator)
|
|
|
Amount
|
|
|
|
(Amount and share in thousands,
|
|
|
|
except per share amount)
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
70,580
|
|
|
|
84,154
|
|
|
$
|
0.84
|
|
Effect of Dilutive Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental shares from assumed exercise of outstanding options
|
|
|
|
|
|
|
660
|
|
|
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
70,580
|
|
|
|
84,814
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
70,190
|
|
|
|
84,139
|
|
|
$
|
0.83
|
|
Effect of Dilutive Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Incremental shares from assumed exercise of outstanding options
|
|
|
|
|
|
|
773
|
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
Income available to common stockholders
|
|
$
|
70,190
|
|
|
|
84,912
|
|
|
$
|
0.83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.
|
Stock
Option Plans and Restricted Stock Grants
|
In May 2000, the Company approved a stock option plan that
authorizes the issuance of up to 6,499,024 shares (all
share amounts have been adjusted to reflect stock dividends and
splits) of our stock, and expires in March 2010. The Company
also has a stock option plan approved in 1991 that authorized
the issuance of up to 3,882,209 shares and expired in
February 2001. The stock option plans were established to help
the Company retain and motivate key employees and to compensate
outside directors for their service to the Company. The plans
authorize the issuance of both incentive and non-qualified stock
options. Under both plans option prices are determined at the
fair market value of such shares on the date of grant; those
options generally vest based on 5 years of continuous
service, which is the requisite service period, and have
10-year
contractual terms.
As a result of adopting SFAS 123R on January 1, 2006,
the Company expensed $1.4 million and $953,000 for the
years ended December 31, 2007 and 2006, respectively.
The estimated fair value of the options granted during 2007 and
prior years was calculated using the Black-Scholes options
pricing model. There were 72,500, 604,946 and 141,625 options
granted during 2007, 2006, and 2005 respectively. The fair value
of each stock option granted in 2007, 2006, and 2005 was
estimated on the date of grant using the following
weighted-average assumptions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
Dividend Yield
|
|
|
3.0
|
%
|
|
|
2.2
|
%
|
|
|
1.8
|
%
|
Volatility
|
|
|
39.3
|
%
|
|
|
40.0
|
%
|
|
|
40.4
|
%
|
Risk-free interest rate
|
|
|
4.1
|
%
|
|
|
5.1
|
%
|
|
|
4.4
|
%
|
Expected life
|
|
|
7.2 years
|
|
|
|
7.4 years
|
|
|
|
6.9 years
|
|
Fair Value
|
|
$
|
3.85
|
|
|
$
|
5.67
|
|
|
$
|
5.54
|
|
87
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The expected volatility is solely based on the daily historical
stock price volatility over the expected option life. The
expected life of options granted is derived from the output of
the option valuation model and represents the period of time an
optionee will hold an option before exercising it. The risk-free
rate for periods within the contractual life of the option is
based on the U.S. Treasury five-year constant maturity
yield curve in effect at the time of the grant.
Option activity under the Companys stock option plan as of
December 31, 2007 and December 31, 2006 and changes
for the years ended December 31, 2007 and 2006 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
Stock
|
|
|
Weighted
|
|
|
Average
|
|
|
Aggregate
|
|
|
|
Options
|
|
|
Average
|
|
|
Remaining
|
|
|
Intrinsic
|
|
|
|
Outstanding
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Value
|
|
Options
|
|
(000)
|
|
|
Price
|
|
|
Term (in Years)
|
|
|
($000)
|
|
|
Outstanding at January 1, 2007
|
|
|
2,398
|
|
|
$
|
9.91
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
73
|
|
|
$
|
11.23
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(375
|
)
|
|
$
|
5.55
|
|
|
|
|
|
|
|
|
|
Forfeited or expired
|
|
|
(53
|
)
|
|
$
|
13.49
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2007
|
|
|
2,043
|
|
|
$
|
10.66
|
|
|
|
5.81
|
|
|
$
|
3,024
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest at December 31, 2007
|
|
|
1,241
|
|
|
$
|
8.97
|
|
|
|
4.47
|
|
|
$
|
2,991
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2007
|
|
|
1,253
|
|
|
$
|
8.97
|
|
|
|
4.47
|
|
|
$
|
3,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The weighted-average grant-date fair value of options granted
was $3.85, $5.67 and $5.54 for 2007, 2006, and 2005,
respectively. The total intrinsic value of options exercised
during the year ended 2007, 2006 and 2005 was $1.9 million,
$1.2 million and $7.0 million, respectively.
SFAS 123R requires an estimate of forfeitures be used in
the calculation. The Company estimates its forfeiture rates
based on its historical experience. The forfeiture rate for 2007
was 1.02%.
As of December 31, 2007, there was $2.9 million of
total unrecognized compensation cost related to nonvested
options granted under the Plan. That cost is expected to be
recognized over a weighted-average period of approximately
3.1 years. The total fair value of options vested was
$1.4 million during 2007 and $1.1 million during 2006
and 2005. Cash received from stock option exercises was
$2.1 million, $1.0 million, and $1.8 million in
2007, 2006, and 2005, respectively.
As of December 31, 2007, 2006, and 2005, the Company had
3,973,499, 3,970,618, and 4,463,003 shares of common stock,
respectively, available for granting of future options under the
2000 Stock Option Plan.
At December 31, 2007, options for the purchase of
2,042,911 shares of Company common stock were outstanding
under the above plans, of which options to purchase
1,253,458 shares were exercisable at prices ranging from
$1.10 to $15.53; 3,973,499 shares of common stock were
available for the granting of future options under the May 2000
plan.
On August 1, 2006, we granted 50,000 (55,000 after the 10%
stock dividend) shares of restricted stock at $13.02 per share
to our new President and Chief Executive Officer, Christopher D.
Myers. The fair values of non-vested shares is determined based
on the closing trading price of the Companys stock on the
grant date. The stock will vest, in equal installments, over a
five-year period. As of December 31, 2007, there were
11,000 shares vested. Compensation cost is recognized over
the requisite service period, which is five years, and amounted
to $144,000 and $60,000 during the years ended December 31,
2007 and 2006, respectively. Total unrecognized compensation
cost related to shares was $512,000 at December 31, 2007.
88
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
A summary of the status of the Companys non-vested
restricted shares as of December 31, 2007 and changes
during the year ended December 31, 2007, is presented below:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
Weighted
|
|
|
|
Shares
|
|
|
Average
|
|
Nonvested Restricted Shares
|
|
(000)
|
|
|
Fair Value
|
|
|
Nonvested at January 1,
|
|
|
55
|
|
|
$
|
13.02
|
|
Granted
|
|
|
|
|
|
$
|
|
|
Vested
|
|
|
11
|
|
|
$
|
13.02
|
|
Forfeited
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested at December 31,
|
|
|
44
|
|
|
$
|
13.02
|
|
|
|
|
|
|
|
|
|
|
All per share prices and number of shares have been
retroactively adjusted to reflect the 10% stock dividend
declared December 20, 2006 and paid January 19, 2007,
the 5-for-4
stock split declared on December 21, 2005, which became
effective January 10, 2006, and the
5-for-4
stock split declared December 15, 2004, which became
effective December 29, 2004.
The Company has a policy of issuing new shares to satisfy share
option exercises.
The Company (on a consolidated basis) and the Bank are subject
to various regulatory capital requirements administered by the
federal banking regulatory agencies. Failure to meet minimum
capital requirements can initiate certain mandatory
and possibly additional discretionary actions by
regulators that, if undertaken, could have a direct, material
effect on the Companys and the Banks financial
statements. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Company and Bank
must meet specific capital guidelines that involve quantitative
measures of assets, liabilities, and certain off-balance-sheet
items as calculated under regulatory accounting practices. The
capital amounts and classification are also subject to
qualitative judgment by the regulators about components,
risk-weightings, and other factors. Prompt corrective action
provisions are not applicable to bank holding companies.
Quantitative measures established by regulation to ensure
capital adequacy require the Company and the Bank to maintain
minimum amounts and ratios (set forth in the table below) of
total and Tier I capital (primarily common stock and
retained earnings, less goodwill) to risk-weighted assets, and
of Tier I capital to average assets. Management believes
that, as of December 31, 2007 and 2006, the Company and the
Bank meet all capital adequacy requirements to which they are
subject.
As of December 31, 2007 and 2006, the most recent
notifications from the FDIC categorized the Bank as well
capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the minimum total
risk-based, Tier I risk-based, and Tier I leverage
(tangible Tier I capital divided by average total assets)
ratios as set forth in the table below must be maintained. There
are no conditions or events since said notification that
management believes have changed the Banks category.
89
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The Company has $115.1 million of trust-preferred
securities, which are included in Tier 1 capital for
regulatory purposes. The actual amount and capital ratios of the
Company and the Bank at December 31 are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized under
|
|
|
|
|
|
|
|
|
|
|
|
|
For Capital
|
|
|
|
|
|
Prompt Corrective
|
|
|
|
|
|
|
Actual
|
|
|
|
|
|
Adequacy Purposes:
|
|
|
|
|
|
Action Provisions:
|
|
|
|
|
|
|
Amount
|
|
|
|
|
|
Amount
|
|
|
|
|
|
Amount
|
|
|
|
|
|
|
(000s)
|
|
|
Ratio
|
|
|
(000s)
|
|
|
Ratio
|
|
|
(000s)
|
|
|
Ratio
|
|
|
As of December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk- Weighted Assets) Company
|
|
|
$502,770
|
|
|
|
11.9
|
%
|
|
|
$336,864
|
|
|
|
³8.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$471,762
|
|
|
|
11.2
|
%
|
|
|
$335,774
|
|
|
|
³8.0
|
%
|
|
|
$419,717
|
|
|
|
³10.0
|
%
|
Tier I Capital (to Risk- Weighted Assets) Company
|
|
|
$461,864
|
|
|
|
11.0
|
%
|
|
|
$168,410
|
|
|
|
>4.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$435,857
|
|
|
|
10.4
|
%
|
|
|
$167,799
|
|
|
|
>4.0
|
%
|
|
|
$251,698
|
|
|
|
>6.0
|
%
|
Tier I Capital (to Average- Assets) Company
|
|
|
$461,864
|
|
|
|
7.6
|
%
|
|
|
$244,372
|
|
|
|
>4.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$435,857
|
|
|
|
7.1
|
%
|
|
|
$244,520
|
|
|
|
>4.0
|
%
|
|
|
$305,650
|
|
|
|
>5.0
|
%
|
As of December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk- Weighted Assets) Company
|
|
|
$497,416
|
|
|
|
13.0
|
%
|
|
|
$305,867
|
|
|
|
>8.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$450,402
|
|
|
|
11.8
|
%
|
|
|
$305,616
|
|
|
|
³8.0
|
%
|
|
|
$382,020
|
|
|
|
³10.0
|
%
|
Tier I Capital (to Risk- Weighted Assets) Company
|
|
|
$467,946
|
|
|
|
12.2
|
%
|
|
|
$152,924
|
|
|
|
³4.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$420,932
|
|
|
|
11.0
|
%
|
|
|
$152,788
|
|
|
|
³4.0
|
%
|
|
|
$229,183
|
|
|
|
³6.0
|
%
|
Tier I Capital (to Average- Assets) Company
|
|
|
$467,946
|
|
|
|
7.8
|
%
|
|
|
$240,280
|
|
|
|
³4.0
|
%
|
|
|
|
|
|
|
N/A
|
|
Bank
|
|
|
$420,932
|
|
|
|
7.0
|
%
|
|
|
$240,189
|
|
|
|
³4.0
|
%
|
|
|
$300,237
|
|
|
|
³5.0
|
%
|
In addition, California Banking Law limits the amount of
dividends a bank can pay without obtaining prior approval from
bank regulators. Under this law, the Bank could, as of
December 31, 2007, declare and pay additional dividends of
approximately $98,606,000.
Banking regulations require that all banks maintain a percentage
of their deposits as reserves at the Federal Reserve Board
(FRB). On December 31, 2007, this reserve
requirement was approximately $200,000.
90
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
17.
|
Fair
Value Information
|
The following disclosure of the estimated fair value of
financial instruments is made in accordance with the
requirements of SFAS No. 107, Disclosures about
Fair Value of Financial Instruments. The estimated fair
value amounts have been determined by the Company using
available market information and appropriate valuation
methodologies. However, considerable judgment is required to
develop the estimates of fair value. Accordingly, the estimates
presented below are not necessarily indicative of the amounts
the Company could have realized in a current market exchange as
of December 31, 2007 and 2006. The use of different market
assumptions
and/or
estimation methodologies may have a material effect on the
estimated fair value amounts.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Carrying
|
|
|
Estimated
|
|
|
Carrying
|
|
|
Estimated
|
|
|
|
Amount
|
|
|
Fair Value
|
|
|
Amount
|
|
|
Fair Value
|
|
|
|
(Amounts in thousands)
|
|
|
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
89,486
|
|
|
$
|
89,486
|
|
|
$
|
146,411
|
|
|
$
|
146,411
|
|
Interest-bearing balances due from depository institutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLB Stock
|
|
|
79,983
|
|
|
|
79,983
|
|
|
|
78,866
|
|
|
|
78,866
|
|
Investment securities available for sale
|
|
|
2,390,566
|
|
|
|
2,390,566
|
|
|
|
2,582,902
|
|
|
|
2,582,902
|
|
Loans and lease finance receivables, net
|
|
|
3,462,095
|
|
|
|
3,489,626
|
|
|
|
3,042,459
|
|
|
|
3,041,813
|
|
Accrued interest receivable
|
|
|
29,734
|
|
|
|
29,734
|
|
|
|
30,225
|
|
|
|
30,225
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing
|
|
$
|
1,295,959
|
|
|
$
|
1,295,959
|
|
|
$
|
1,363,411
|
|
|
$
|
1,363,411
|
|
Interest-bearing
|
|
|
2,068,390
|
|
|
|
2,068,785
|
|
|
|
2,043,397
|
|
|
|
2,041,416
|
|
Demand note to U.S. Treasury
|
|
|
540
|
|
|
|
540
|
|
|
|
7,245
|
|
|
|
7,245
|
|
Short-term borrowings
|
|
|
1,389,809
|
|
|
|
1,389,809
|
|
|
|
1,189,250
|
|
|
|
1,189,250
|
|
Long-term borrowings
|
|
|
950,000
|
|
|
|
984,145
|
|
|
|
950,000
|
|
|
|
947,849
|
|
Junior subordinated debentures
|
|
|
115,055
|
|
|
|
106,385
|
|
|
|
108,250
|
|
|
|
132,293
|
|
Accrued interest payable
|
|
|
13,312
|
|
|
|
13,312
|
|
|
|
16,156
|
|
|
|
16,156
|
|
The methods and assumptions used to estimate the fair value of
each class of financial instruments for which it is practicable
to estimate that value are explained below:
The carrying amount of cash and cash equivalents is considered
to be a reasonable estimate of fair value. For investment
securities, fair values are based on quoted market prices,
dealer quotes, and prices obtained from an independent pricing
service.
The carrying amount of loans and lease finance receivables is
their contractual amounts outstanding, reduced by deferred net
loan origination fees and the allocable portion of the allowance
for credit losses. Variable rate loans are composed primarily of
loans whose interest rates float with changes in the prime
interest rate. The carrying amount of variable rate loans, other
than such loans on non-accrual status, is considered to be their
estimated fair value.
The fair value of fixed rate loans, other than such loans on
non-accrual status, was estimated by discounting the remaining
contractual cash flows using the estimated current rate at which
similar loans would be made to borrowers with similar credit
risk characteristics and for the same remaining maturities,
reduced by deferred net loan origination fees and the allocable
portion of the allowance for credit losses. Accordingly, in
determining the estimated current rate for discounting purposes,
no adjustment has been made for any change in borrowers
credit
91
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
risks since the origination of such loans. Rather, the allocable
portion of the allowance for credit losses is considered to
provide for such changes in estimating fair value.
The fair value of loans on non-accrual status has not been
specifically estimated because it is not practicable to
reasonably assess the credit risk adjustment that would be
applied in the marketplace for such loans. As such, the
estimated fair value of total loans at December 31, 2007
and 2006 includes the carrying amount of non-accrual loans at
each respective date.
The fair value of commitments to extend credit and standby
letters of credit were not significant at either
December 31, 2007 or 2006, as these instruments
predominantly have adjustable terms and are of a short-term
nature.
The amounts of accrued interest receivable on loans and lease
finance receivables and investments are considered to be stated
at fair value.
The amounts payable to depositors for demand, savings, money
market accounts, the demand note to the U.S. Treasury,
short-term borrowings, and the related accrued interest payable
are considered to be stated at fair value. The fair value of
fixed-maturity certificates of deposit is estimated using the
rates currently offered for deposits of similar remaining
maturities. The fair value of long-term borrowings and junior
subordinated debentures is estimated using the rates currently
offered for borrowings of similar remaining maturities.
The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 2007
and 2006. Although management is not aware of any factors that
would significantly affect the estimated fair value amounts,
such amounts have not been comprehensively revalued for purposes
of these financial statements since that date, and therefore,
current estimates of fair value may differ significantly from
the amounts presented above.
|
|
18.
|
Goodwill
and Intangible Assets
|
In June 2007, the Bank acquired FCB. At the
date of the acquisition, FCB had $190.7 million in total
assets, $140.0 million in total loans, and
$193.5 million in total deposits. The Company issued
1,605,523 common shares and paid $18.0 million in cash in
connection with the purchase of FCB. This transaction gave rise
to $7.3 million in amortizable intangibles and
$23.6 million in goodwill. The weighted average
amortization period for amortizable intangibles was 6 years.
During 2005, the Company acquired GSB and recorded an intangible
asset classified as core deposit intangible in the amount of
$8.4 million and $12.0 million in goodwill. The
weighted average amortization period for amortizable intangibles
was 7 years.
92
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The following is a summary of amortizable intangible assets,
which consist of core deposit intangibles, at December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
Carrying
|
|
|
Accumulated
|
|
|
|
Amount
|
|
|
Amortization
|
|
|
Amount
|
|
|
Amortization
|
|
|
|
(amounts in thousands)
|
|
|
Amortizing intangible assets
|
|
$
|
27,095
|
|
|
$
|
(12,484
|
)
|
|
$
|
19,636
|
|
|
$
|
(9,515
|
)
|
Aggregate Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For year ended December 31,
|
|
$
|
2,969
|
|
|
|
|
|
|
$
|
2,353
|
|
|
|
|
|
Estimated Amortization Expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2008
|
|
$
|
3,591
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2009
|
|
$
|
2,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2010
|
|
$
|
2,936
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2011
|
|
$
|
2,841
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the year ended 2012
|
|
$
|
1,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thereafter
|
|
$
|
653
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2007 the weighted average remaining life of
intangible assets is approximately 4.0 years.
The change in the carrying amount of goodwill for the years
ended December 31, 2007 and 2006 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Balance as of January 1
|
|
$
|
31,531
|
|
|
$
|
32,357
|
|
Goodwill acquired during the year
|
|
|
23,636
|
|
|
|
|
|
Purchase price adjustment related to acquisition of Granite
State Bank
|
|
|
|
|
|
|
(826
|
)
|
|
|
|
|
|
|
|
|
|
Balance as of December 31
|
|
$
|
55,167
|
|
|
$
|
31,531
|
|
|
|
|
|
|
|
|
|
|
The Company has identified two principal reportable segments:
Business Financial Centers and the Treasury Department. The
Companys subsidiary bank has 44 Business Financial Centers
(branches), organized in 5 geographic regions, which are the
focal points for customer sales and services. The company
utilizes an internal reporting system to measure the performance
of various operating segments within the Bank which is the basis
for determining the Banks reportable segments. The Chief
Operating Decision Maker regularly reviews the financial
information of these segments in deciding how to allocate
resources and assessing performance. The Banks geographic
regions are considered operating segments and have been
aggregated for segment reporting purposes because the products
and services are similar and are sold to similar types of
customers, have similar production and distribution processes,
have similar economic characteristics, and have similar
reporting and organizational structures. The Treasury
Departments primary focus is managing the Banks
investments, liquidity, and interest rate risk. Information
related to the Companys remaining operating segments which
include construction lending, dairy and livestock lending, SBA
lending and leasing, centralized functions have been aggregated
and included in Other. In addition, the Company
allocates internal funds transfer pricing to the segments using
a methodology that charges users of funds interest expense and
credits providers of funds interest income with the net effect
of this allocation being recorded in administration.
93
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
The following table represents the selected financial
information for these two business segments. Accounting
principles generally accepted in the United States of America do
not have an authoritative body of knowledge regarding the
management accounting used in presenting segment financial
information. The accounting policies for each of the business
units is the same as those policies identified for the
consolidated Company and identified in the footnote on the
summary of significant accounting policies. The income numbers
represent the actual income and expenses of each business unit.
In addition, each segment has allocated income and expenses
based on managements internal reporting system, which
allows management to determine the performance of each of its
business units. Loan fees, included in the Business
Financial Centers category are the actual loan fees paid
to the Company by its customers. These fees are eliminated and
deferred in the Other category, resulting in
deferred loan fees for the consolidated financial statements.
All income and expense items not directly associated with the
two business segments are grouped in the Other
category. Future changes in the Companys management
structure or reporting methodologies may result in changes in
the measurement of operating segment results.
The following tables present the operating results and other key
financial measures for the individual operating segments for the
year ended December 31, 2007, 2006 and 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centers
|
|
|
Treasury
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, including loan fees
|
|
$
|
169,955
|
|
|
$
|
119,544
|
|
|
$
|
51,778
|
|
|
$
|
|
|
|
$
|
341,277
|
|
Credit for funds provided(1)
|
|
|
64,187
|
|
|
|
|
|
|
|
9,582
|
|
|
|
(73,769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
234,142
|
|
|
|
119,544
|
|
|
|
61,360
|
|
|
|
(73,769
|
)
|
|
|
341,277
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
63,120
|
|
|
|
99,230
|
|
|
|
17,785
|
|
|
|
|
|
|
|
180,135
|
|
Charge for funds used(1)
|
|
|
14,728
|
|
|
|
30,468
|
|
|
|
28,573
|
|
|
|
(73,769
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
77,848
|
|
|
|
129,698
|
|
|
|
46,358
|
|
|
|
(73,769
|
)
|
|
|
180,135
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
156,294
|
|
|
|
(10,154
|
)
|
|
|
15,002
|
|
|
|
|
|
|
|
161,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
4,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses
|
|
$
|
156,294
|
|
|
$
|
(10,154
|
)
|
|
|
11,002
|
|
|
$
|
|
|
|
$
|
157,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income
|
|
|
18,148
|
|
|
|
1
|
|
|
|
13,176
|
|
|
|
|
|
|
|
31,325
|
|
Non-interest expense
|
|
|
44,558
|
|
|
|
1,148
|
|
|
|
59,698
|
|
|
|
|
|
|
|
105,404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax profit (loss)
|
|
$
|
129,884
|
|
|
$
|
(11,301
|
)
|
|
$
|
(35,520
|
)
|
|
$
|
|
|
|
$
|
83,063
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets as of December 31, 2007
|
|
$
|
3,486,922
|
|
|
$
|
2,096,731
|
|
|
$
|
710,310
|
|
|
$
|
|
|
|
$
|
6,293,963
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
94
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Centers
|
|
|
Treasury
|
|
|
Other
|
|
|
Eliminations
|
|
|
Total
|
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, including loan fees
|
|
$
|
148,595
|
|
|
$
|
121,438
|
|
|
$
|
46,058
|
|
|
$
|
|
|
|
$
|
316,091
|
|
Credit for funds provided(1)
|
|
|
71,068
|
|
|
|
|
|
|
|
6,821
|
|
|
|
(77,889
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
219,663
|
|
|
|
121,438
|
|
|
|
52,879
|
|
|
|
(77,889
|
)
|
|
|
316,091
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
50,762
|
|
|
|
87,821
|
|
|
|
8,881
|
|
|
|
|
|
|
|
147,464
|
|
Charge for funds used(1)
|
|
|
7,707
|
|
|
|
28,018
|
|
|
|
42,164
|
|
|
|
(77,889
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
58,469
|
|
|
|
115,839
|
|
|
|
51,045
|
|
|
|
(77,889
|
)
|
|
|
147,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
161,194
|
|
|
|
5,599
|
|
|
|
1,834
|
|
|
|
|
|
|
|
168,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
|
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
3,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses
|
|
$
|
161,194
|
|
|
$
|
5,599
|
|
|
$
|
(1,166
|
)
|
|
$
|
|
|
|
$
|
165,627
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest income
|
|
|
15,136
|
|
|
|
1,058
|
|
|
|
17,064
|
|
|
|
|
|
|
|
33,258
|
|
Non-interest expense
|
|
|
41,258
|
|
|
|
1,123
|
|
|
|
53,443
|
|
|
|
|
|
|
|
95,824
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax profit (loss)
|
|
$
|
135,072
|
|
|
$
|
5,534
|
|
|
$
|
(37,545
|
)
|
|
$
|
|
|
|
$
|
103,061
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets as of December 31, 2006
|
|
$
|
3,354,892
|
|
|
$
|
2,271,341
|
|
|
$
|
466,015
|
|
|
$
|
|
|
|
$
|
6,092,248
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, including loan fees
|
|
$
|
115,102
|
|
|
$
|
98,524
|
|
|
$
|
33,258
|
|
|
$
|
|
|
|
$
|
246,884
|
|
Credit for funds provided(1)
|
|
|
42,372
|
|
|
|
|
|
|
|
2,232
|
|
|
|
(44,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
157,474
|
|
|
|
98,524
|
|
|
|
35,490
|
|
|
|
(44,604
|
)
|
|
|
246,884
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
22,041
|
|
|
|
49,687
|
|
|
|
5,708
|
|
|
|
|
|
|
|
77,436
|
|
Charge for funds used(1)
|
|
|
4,191
|
|
|
|
26,059
|
|
|
|
14,354
|
|
|
|
(44,604
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
26,232
|
|
|
|
75,746
|
|
|
|
20,062
|
|
|
|
(44,604
|
)
|
|
|
77,436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
131,242
|
|
|
|
22,778
|
|
|
|
15,428
|
|
|
|
|
|
|
|
169,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for credit losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision for credit losses
|
|
$
|
131,242
|
|
|
$
|
22,778
|
|
|
$
|
15,428
|
|
|
$
|
|
|
|
$
|
169,448
|
|
Non-interest income
|
|
|
12,256
|
|
|
|
2
|
|
|
|
15,247
|
|
|
|
|
|
|
|
27,505
|
|
Non-interest expense
|
|
|
38,064
|
|
|
|
3,538
|
|
|
|
48,451
|
|
|
|
|
|
|
|
90,053
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment pretax profit (loss)
|
|
$
|
105,434
|
|
|
$
|
19,242
|
|
|
$
|
(17,776
|
)
|
|
$
|
|
|
|
$
|
106,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment assets as of December 31, 2005
|
|
$
|
3,164,269
|
|
|
$
|
1,856,453
|
|
|
$
|
401,561
|
|
|
$
|
|
|
|
$
|
5,422,283
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Credit for funds provided and charge for funds used is
eliminated in the consolidated presentation. |
95
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
20.
|
Condensed
Financial Information of Parent Company
|
CONDENSED
BALANCE
SHEETS
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
|
(Amounts in thousands)
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Investment in subsidiaries
|
|
$
|
510,337
|
|
|
$
|
449,363
|
|
Other assets, net
|
|
|
43,234
|
|
|
|
54,942
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
553,571
|
|
|
$
|
504,305
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
$
|
128,623
|
|
|
$
|
116,980
|
|
Stockholders equity
|
|
|
424,948
|
|
|
|
387,325
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
553,571
|
|
|
$
|
504,305
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
STATEMENTS
OF EARNINGS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
Excess in net earnings of subsidiaries
|
|
$
|
19,632
|
|
|
$
|
40,903
|
|
|
$
|
38,055
|
|
Dividends from the Bank
|
|
|
46,800
|
|
|
|
34,560
|
|
|
|
35,150
|
|
Other expense, net
|
|
|
(5,848
|
)
|
|
|
(4,883
|
)
|
|
|
(3,015
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
96
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
CONDENSED
STATEMENTS
OF CASH FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
(Amounts in thousands)
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
|
|
$
|
60,584
|
|
|
$
|
70,580
|
|
|
$
|
70,190
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net earnings to cash used in by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings of subsidiaries
|
|
|
(66,432
|
)
|
|
|
(75,463
|
)
|
|
|
(73,205
|
)
|
Other operating activities, net
|
|
|
1,205
|
|
|
|
(2,182
|
)
|
|
|
(984
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total adjustments
|
|
|
(65,227
|
)
|
|
|
(77,645
|
)
|
|
|
(74,189
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(4,643
|
)
|
|
|
(7,065
|
)
|
|
|
(3,999
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment in CVB Statutory Trust III
|
|
|
|
|
|
|
(774
|
)
|
|
|
|
|
Cash acquired from First Coastal Bancshares
|
|
|
601
|
|
|
|
|
|
|
|
|
|
Dividends received from the Bank
|
|
|
46,800
|
|
|
|
34,560
|
|
|
|
35,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
47,401
|
|
|
|
33,786
|
|
|
|
35,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends on common stock
|
|
|
(28,479
|
)
|
|
|
(27,876
|
)
|
|
|
(27,963
|
)
|
Proceeds from exercise of stock options
|
|
|
2,082
|
|
|
|
983
|
|
|
|
1,789
|
|
Tax benefit from exercise of stock options
|
|
|
544
|
|
|
|
331
|
|
|
|
|
|
Repayment of advance from the Bank
|
|
|
|
|
|
|
|
|
|
|
(2,336
|
)
|
Repurchase of common stock
|
|
|
(33,918
|
)
|
|
|
|
|
|
|
(12,286
|
)
|
Issuance of junior subordinated debentures
|
|
|
|
|
|
|
25,774
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) financing activities
|
|
|
(59,771
|
)
|
|
|
(788
|
)
|
|
|
(40,796
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
|
|
(17,013
|
)
|
|
|
25,933
|
|
|
|
(9,645
|
)
|
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR
|
|
|
34,959
|
|
|
|
9,026
|
|
|
|
18,671
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS, END OF YEAR
|
|
|
17,946
|
|
|
$
|
34,959
|
|
|
$
|
9,026
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97
CVB
FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
Three
Years Ended December 31,
2007 (Continued)
|
|
21.
|
Quarterly
Financial Data (Unaudited)
|
Summarized quarterly financial data follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
March 31
|
|
|
June 30
|
|
|
September 30
|
|
|
December 31
|
|
|
|
(Amounts in thousands, except per share amounts)
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
39,764
|
|
|
$
|
38,282
|
|
|
$
|
41,708
|
|
|
$
|
41,388
|
|
Provision for credit losses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,000
|
|
Net earnings
|
|
|
15,142
|
|
|
|
15,954
|
|
|
|
16,121
|
|
|
|
13,367
|
|
Basic earnings per common share
|
|
|
0.19
|
|
|
|
0.18
|
|
|
|
0.19
|
|
|
|
0.16
|
|
Diluted earning per common share
|
|
|
0.19
|
|
|
|
0.18
|
|
|
|
0.19
|
|
|
|
0.16
|
|
2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
43,854
|
|
|
$
|
43,057
|
|
|
$
|
41,730
|
|
|
$
|
39,986
|
|
Provision for credit losses
|
|
|
250
|
|
|
|
900
|
|
|
|
1,250
|
|
|
|
600
|
|
Net earnings
|
|
|
18,007
|
|
|
|
18,608
|
|
|
|
18,066
|
|
|
|
15,899
|
|
Basic earnings per common share
|
|
|
0.22
|
|
|
|
0.22
|
|
|
|
0.21
|
|
|
|
0.19
|
|
Diluted earning per common share
|
|
|
0.21
|
|
|
|
0.22
|
|
|
|
0.21
|
|
|
|
0.19
|
|
* * * * * *
98
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
CVB Financial Corp.:
We have audited the accompanying consolidated balance sheet of
CVB Financial Corp. and subsidiaries (the Company) as of
December 31, 2007, and the related consolidated statements
of earnings, stockholders equity and comprehensive income,
and cash flows for the year then ended. These consolidated
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of CVB Financial Corp. and subsidiaries as of
December 31, 2007, and the results of their operations and
their cash flows for the year then ended, in conformity with
U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the
Public Company Accounting Oversight Board (United States), CVB
Financial Corp.s internal control over financial reporting
as of December 31, 2007, based on criteria established in
Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO), and our report dated February 28, 2008 expressed an
unqualified opinion on the effectiveness of the Companys
internal control over financial reporting.
KPMG, LLP
Costa Mesa, California
February 28, 2008
99
REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
CVB Financial Corp.
We have audited the consolidated balance sheet of CVB Financial
Corp. and subsidiaries as of December 31, 2006, and the
related consolidated statements of earnings, stockholders
equity and comprehensive income and cash flows for each of the
two years in the period ended December 31, 2006. These
financial statements are the responsibility of the
Companys management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the financial
position of CVB Financial Corp. and subsidiaries as of
December 31, 2006, and the results of their operations and
their cash flows for each of the two years in the period ended
December 31, 2006, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial
statements, the Company adopted Statement of Financial
Accounting Standard No. 123 (revised 2004), Share-Based
Payment, in 2006 and changed its method of accounting for
stock-based compensation.
As discussed in Note 1 to the consolidated financial
statements, the financial statements have been restated for the
correction of an immaterial error related to accrual of FHLB
stock dividend income and understated income tax expense.
/s/ McGladrey &
Pullen, LLP
McGladrey & Pullen, LLP
Pasadena, California
February 28, 2007, except for (the seventh paragraph in)
Note 1, as to which the date is February 28, 2008
100
INDEX TO
EXHIBITS
|
|
|
|
|
Exhibit
|
|
|
No.
|
|
|
|
|
3
|
.1
|
|
Articles of Incorporation of the Company, as amended
|
|
3
|
.2
|
|
Bylaws of Company, as amended(1)
|
|
3
|
.3
|
|
Certificate of Determination of Participating Preferred Stock of
Registrant (See Exhibit 4.2 hereto)
|
|
4
|
.1
|
|
Form of Registrants Common Stock certificate(2)
|
|
4
|
.2
|
|
Preferred Shares Rights Agreement, dated as of June 21,
2000, between CVB Financial Corp. and U.S. Stock Transfer Corp.,
including the Certificate of Determination, the form of Rights
Certificate and the Summary of Rights(3)
|
|
4
|
.3
|
|
Certificate of Determination of Participating Preferred Stock of
Registrant (See Exhibit 4.2 hereto)
|
|
4
|
.4
|
|
Form of Rights Certificate (See Exhibit 4.2 hereto)
|
|
4
|
.5
|
|
Summary of Rights (See Exhibit 4.2 hereto)
|
|
10
|
.1(a)
|
|
Employment Agreement by and among Christopher D. Myers, CVB
Financial Corp. and Citizens Business Bank, dated June 1,
2006(4)
|
|
10
|
.1(b)
|
|
Restricted Stock Agreement by and between CVB Financial Corp.
and Christopher D. Myers dated June 1, 2006(4)
|
|
10
|
.1(c)
|
|
Deferred Compensation Plan for Christopher D. Myers, effective
January 1, 2007(14)
|
|
10
|
.2
|
|
Chino Valley Bank Profit Sharing Plan, as amended(5)
|
|
10
|
.3
|
|
Form of Indemnification Agreement(6)
|
|
10
|
.4
|
|
CVB Financial Corp. 1991 Stock Option Plan, as amended(7)
|
|
10
|
.5
|
|
CVB Financial Corp. 2000 Stock Option Plan(8)
|
|
10
|
.6
|
|
Form 2000 Stock Option Agreement for Employees and
Directors(1)
|
|
10
|
.7
|
|
CVB Financial Corp. Discretionary Performance Compensation Plan
2007(9)
|
|
10
|
.8
|
|
The Executive NonQualified Excess
Plansm
Plan Document effective February 21, 2009(14)
|
|
10
|
.9
|
|
Severance Compensation Agreement for Jay W. Coleman, dated
March 15, 2006(10)
|
|
10
|
.10
|
|
Severance Compensation Agreement for Edward J. Biebrich dated
March 15, 2006(10)
|
|
10
|
.11
|
|
Severance Compensation Agreement for Edward J. Mylett, dated
March 15, 2006(10)
|
|
10
|
.12
|
|
Outside Directors Compensation(11)
|
|
10
|
.13
|
|
Base Salaries for Named Executive Officers of the Registrant(12)
|
|
10
|
.14(a)
|
|
Offer letter for Christopher A. Walters, dated June 13,
2007(13)
|
|
10
|
.14(b)
|
|
Severance Compensation Agreement for Christopher A. Walters,
dated June 27, 2007(13)
|
|
12
|
|
|
Statement regarding computation of ratios (included in
Form 10-K)
|
|
21
|
|
|
Subsidiaries of Company (included in
Form 10-K)
|
|
23
|
.1
|
|
Consent of McGladrey & Pullen, LLP
|
|
23
|
.2
|
|
Consent of KPMG LLP
|
|
31
|
.1
|
|
Certification of Christopher D. Myers pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31
|
.2
|
|
Certification of Edward J. Biebrich, Jr. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.1
|
|
Certification of Christopher D. Myers pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
32
|
.2
|
|
Certification of Edward J. Biebrich, Jr. pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
Indicates a management contract or compensation plan. |
|
* |
|
Except as noted below,
Form 8-A12G,
Form 8-K
and
Form 10-K
identified in the exhibit index have SEC file number
000-10140. |
|
Δ |
|
We have entered into the following trust preferred security
issuances and agree to furnish a copy to the SEC upon request: |
(a) Indenture dated as of December 17,, 2003 by and
between CVB Financial Corp. and U.S. Bank, National
Association, as Trustee (CVB Statutory Trust I).
(b) Indenture dated as of December 5, 2003 by and
between CVB Financial Corp. and Wells Fargo Bank, National
Association, as Trustee (CVB Statutory Trust II).
(c) Indenture by and between CVB Financial Corp. and
U.S. Bank, National Association, as Trustee, dated as of
January 31, 2006 (CVB Statutory Trust III).
101
|
|
|
(1) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on June 26, 2006. |
|
(2) |
|
Incorporated herein by reference from our
Form 8-A12G
filed with the SEC on June 11, 2001. |
|
(3) |
|
Incorporated herein by reference from our
Form 8-A12G
filed with the SEC on June 22, 2000. |
|
(4) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on June 7, 2006. |
|
(5) |
|
Filed as Exhibits 10.3 to Registrants Annual Report
on
Form 10-K
for the fiscal year ended December 31, 1990, Commission
file number 1-10394, which is incorporated herein by this
reference. |
|
(6) |
|
Filed as Exhibit 10.13 to Registrants Annual Report
on
Form 10-K
for the fiscal year ended December 31, 1988, Commission
file number 1-10394, which is incorporated herein by this
reference. |
|
(7) |
|
Incorporated herein by reference from our Quarterly Report on
Form 10-Q
filed with the SEC on May 13, 1998, Commission file
number 1-10394. |
|
(8) |
|
Incorporated herein by reference from our Registration Statement
on Form S-8
filed with the SEC on July 12, 2000, Commission file
number 333-41198. |
|
(9) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on April 24, 2007. |
|
(10) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on March 21, 2006. |
|
(11) |
|
Incorporated herein by reference from our Annual Report on
Form 10-K
filed with the SEC on March 14, 2005. |
|
(12) |
|
Incorporated herein by reference from our Current Report on
Form 8-K
filed with the SEC on April 3, 2007. |
|
(13) |
|
Incorporated herein by reference from our Quarterly Report on
Form 10-Q
filed with the SEC on August 8, 2007. |
|
(14) |
|
Incorporated by reference from our Annual Report on
Form 10-K
filed with the SEC on March 1, 2007. |
102
EXHIBIT 3.1
ARTICLES OF INCORPORATION
OF
CVB FINANCIAL CORP.
The undersigned Incorporator hereby executes, acknowledges and files the
following Articles of Incorporation for the purpose of forming a corporation
under the General Corporation Law of the State of California:
One: The name of the Corporation shall be:
CVB FINANCIAL CORP.
Two: The purpose of the Cooperation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business or
the practice of a profession permitted to be incorporated by the California
Corporations Code.
Three: The name and address in this state of the Corporation's initial
agent for service of process in accordance with subdivision (b) of Section 1502
of the General Corporation Law is:
BARNET REITNER
Manatt, Phelps, Rothenberg & Tunney
1888 Century Park East, 21st Floor
Los Angeles, California 90067
Four: The Corporation is authorized to issue only one class of shares, and
the total number of shares which the Corporation is authorized to issue is
20,000,000.
In WITNESS WHEREOF, the undersigned Incorporator has executed the
foregoing Articles of Incorporation on April 24, 1981.
/s/ Barnet Reitner
----------------------------
Barnet Reitner, Incorporator
The undersigned declares that he is the person who executed the foregoing
Articles of Incorporation and that such instrument is the act and deed of the
undersigned.
/s/ Barnet Reitner
----------------------------
Barnet Reitner
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
John Cavallucci and Christina Schaefer certify:
1. That they are the President/Chief Executive Officer and Secretary,
respectively, of CVB Financial Corp., a California corporation.
2. That Article Four of the Corporation's Articles of Incorporation is
amended to read as follows:
"Four: The Corporation is authorized to issue only one class of
shares, and the total number of shares which the Corporation is authorized to
issue is 25,000,000. Upon the amendment of this Article to read as herein set
forth each four outstanding shares are split up and converted into five shares."
3. That the foregoing amendment of the Corporation's Articles of
Incorporation has been duly approved by the Board of Directors.
4. That the foregoing amendment was one which the Board of Directors
alone may adopt without approval of the outstanding shares pursuant to Section
902(c) of the California Corporations Code, since only one class of shares is
outstanding.
/S/John Cavallucci
------------------------------------
John Cavallucci
President and Chief Executive Officer
/S/Christina Schaefer
------------------------------------
Christina Schaefer
Secretary
Each of the undersigned declares, under penalty of perjury that the
matters set forth in the foregoing Certificate are true of their own knowledge.
Executed at Chino, California on January 21, 1986.
/S/John Cavallucci
------------------------------------
John Cavallucci
/S/Christina Schaefer
------------------------------------
Christina Schaefer
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, John Cavallucci and Christina Schaefer, do hereby
certify:
1. That they are and have been, at all times mentioned herein,
respectively, the duly acting President, the Chief Executive Officer and
Secretary of CVB Financial Corp. (the "Company"), a California corporation; and
2. That the following is a true and correct copy of a resolution of the
Company adopted by the holders of the majority of the outstanding shares of the
Company's Common Stock entitled to vote pursuant to a Written Consent of
Shareholders.
BE IT HEREBY RESOLVED, that Article Four of the Company's
Articles of Incorporation, which currently provides as follows:
"Four. The Corporation is authorized to issue only one
class of shares, and the total number of shares which the Corporation is
authorized to issue is 25,000,000. Upon the amendment of this Article to read as
herein set forth each four outstanding shares are split up and converted into
five shares."
be, and it hereby is amended in full to read as follows:
"Four. This Corporation is authorized to issue two (2) classes
of shares of stock: one class of shares to be called "Common Stock"; the
second class of shares to be called "Serial Preferred Stock." The total
number of shares of stock which the Corporation shall have authority to
issue is Forty-five million (45,000,000), of which Twenty-Five Million
(25,000,000) shall be Common Stock and Twenty Million (20,000,000) shall
be Serial Preferred Stock. At the time the amendment to this Article to
read as herein set forth becomes effective, each outstanding share of
capital stock of this Corporation shall be reclassified as one share of
Common Stock of the Corporation.
The designations and the powers, preferences and rights and the
qualifications, limitations or restrictions thereof, of each class of
stock of the Corporation shall be as follows:
(a) Serial Preferred Stock.
The Serial Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized to fix
or alter the rights, preferences, privileges and restrictions granted to
or imposed upon any wholly unissued series of preferred shares, and the
number of shares constituting any such series and a designation thereof,
or any of them; and to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below
the number of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
(b) Common Stock
(1) After the requirements with respect to preferential
dividends upon all classes and series of stock entitled thereto shall
have been paid or declared and set apart for payment and after the
Corporation shall have complied with all requirements, if any, with
respect to the setting aside of sums as a sinking fund or for a
redemption account on any class of stock, then and not otherwise, the
holders of Common Stock shall be entitled to receive, subject to the
applicable provisions of the Corporations Code of the State of
California, such dividends as may be declared from time to time by the
Board of Directors.
(2) After distribution in full of the preferential amounts to be
distributed to the holders of all classes and series of stock entitled
thereto in the event of a voluntary or involuntary
liquidation, dissolution, or winding up of the Corporation, as provided
for in the Corporations Code of the State of California, the holders of
the Common Stock shall be entitled to receive all the remaining assets
of the Corporation.
(3) Each holder of Common Stock shall have one (1) vote in
respect of each share of stock held by him, subject, however, to such
special voting rights by class as are or may be granted to holders of
Serial Preferred Stock.
3. That the foregoing Amendment of Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
902 of the California Corporations Code. The total number of outstanding shares
of the Corporation is 1,216,573. The number of shares voting in favor of the
Amendment equaled or exceeded the vote required. The percentage vote required
was more than fifty percent (50%).
4. That the foregoing Amendment of Articles of Incorporation has been
duly approved and adopted with the necessary quorum present at a duly held
meeting of the Board of Directors of the Company held on June 18, 1986.
IN WITNESS WHEREOF, the undersigned have executed this
Certificate on September 30, 1986.
/S/John Cavallucci
------------------------------------
John Cavallucci, President and
Chief Executive Officer
/S/Christina Schaefer
------------------------------------
Christina Schaefer, Secretary
Each of the undersigned declares under penalty of perjury that
the matters set forth in the foregoing Certificate are true and correct.
Executed this 30th day of September, 1986, in Chino, California.
/S/John Cavallucci
------------------------------------
John Cavallucci, President and
Chief Executive Officer
/S/Christina Schaefer
------------------------------------
Christina Schaefer, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
John Cavallucci and Tina Schaefer certify that:
1. They are the President/Chief Executive Officer and the Secretary,
respectively, of CVB Financial Corp., a California corporation.
2. The Articles of Incorporation of this corporation are amended to
include an Article Five that reads as follows:
"Five: Section 1. Elimination of Directors' Liability. The
liability of the directors of the corporation for monetary damages shall
be eliminated to the fullest extent permissible under California law.
Section 2. Indemnification of Corporate Agents. This corporation is
authorized to provide indemnification of agents (as defined in Section
317 of the California Corporations Code) through bylaw provisions,
agreements with agents, vote of shareholders or disinterested directors
or otherwise, in excess of the indemnification otherwise permitted by
Section 317 of the California Corporations Code, subject only to the
applicable limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty to the
corporation and its shareholders.
Section 3. Insurance from a Subsidiary. This corporation is authorized
to purchase and maintain insurance on behalf of its agents against any
liability asserted against or incurred by the agent in such capacity or
arising out of the agent's status as such from a company, the shares of
which are owned in whole or in part by this corporation, provided that
any policy issued by such company is limited to the extent required by
applicable law.
Section 4. Repeal or Modification. Any repeal or modification of the
foregoing provisions of this Article Five by the shareholders of this
corporation shall not adversely affect any right or protection of an
agent of this corporation existing at the time of that repeal or
modification."
3. The foregoing Amendment of Articles of Incorporation was duly
approved by the Board of Directors at its meeting held on February 22, 1988, at
which a quorum was present and acting throughout.
4. The foregoing Amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the California General Corporation Law, at a meeting held on May 18, 1988. The
corporation has no shares of preferred stock outstanding. The total number of
shares of Common Stock outstanding at the record date for determining
shareholders entitled to vote was 2,281,068. The number of shares of Common
Stock voting in favor of the amendment equaled or exceeded the vote required,
which was more than 50 percent of the Common Stock.
We further declare under penalty of perjury under the laws of the State
of California that the matters set forth in the foregoing Certificate are true
and correct of our own knowledge.
Dated 5-20-88
/S/John Cavallucci
------------------------------------
John Cavallucci, President
and Chief Executive Officer
/S/Tina Schaefer
------------------------------------
Tina Schaefer, Secretary
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
John Cavallucci and Tina Schaefer certify:
1. That they are the President and Secretary, respectively, of CVB
Financial Corp., a California corporation.
2. That Article FOUR of the Corporation's Articles of Incorporation is
amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes of
shares of stock: one class of shares to be called "Common Stock"; the
second class of shares to be called "Serial Preferred Stock." The total
numbers of shares of stock which the Corporation shall have authority to
issue is Seventy Million (70,000,000), of which Fifty Million
(50,000,000) shall be Common Stock and Twenty Million (20,000,000) shall
be Serial Preferred Stock. Upon the amendment of this Article to read as
herein set forth each one outstanding share of Common Stock is split up
and converted into two shares of Common Stock.
The designation and powers, preferences and rights and the
qualifications, limitations or restrictions thereof, of each class of
stock of the Corporation shall be as follows:
(a) Serial Preferred Stock.
The Serial Preferred Stock may be issued from time to time in
one or more series. The Board of Directors is hereby authorized to fix
or alter the rights, preferences, privileges and restrictions granted to
or imposed upon any wholly unissued series of preferred shares, and the
number of shares constituting any such series and a designation thereof,
or any of them; and to increase or decrease the number of shares of any
series subsequent to the issue of shares of that series, but not below
the number of such series then outstanding. In case the number of shares
of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
(b) Common Stock
(1) After the requirements with respect to preferential
dividends upon all classes and series of stock entitled thereto shall
have been paid or declared and set apart for payment and after the
Corporation shall have complied with all requirements, if any, with
respect to the setting aside of sums as a sinking fund or for a
redemption account on any class of stock, then and not otherwise, the
holders of Common Stock shall be entitled to receive, subject to the
applicable provisions of the Corporations Code of the State of
California, such dividends as may be declared from time to time by the
Board of Directors.
(2) After distribution in full of the preferential amounts to be
distributed to the holders of all classes and series of stock entitled
thereto in the event of a voluntary or involuntary liquidation,
dissolution, or winding up of the Corporation, as provided for in the
Corporations Code of the State of California, the holders of the Common
Stock shall be entitled to receive all the remaining assets of the
Corporation.
(3) Each holder of Common Stock shall have one (1) vote in
respect of each share of stock held by him, subject, however, to such
special voting rights by class as are or may be granted to holders of
Serial Preferred Stock.
3. That the foregoing amendment of the Corporation's Articles of
Incorporation has been duly approved by the Board of Directors at their regular
meeting held on September 20, 1989.
4. That the foregoing amendment was one which the Board of Directors
alone may adopt without approval of the outstanding shares pursuant to Section
902(c) of the California Corporations Code, since only one class of shares are
outstanding.
/S/John Cavallucci
------------------------------------
John Cavallucci, President
/S/Tina Schaefer
------------------------------------
Tina Schaefer, Secretary
Each of the undersigned declares, under penalty of perjury that the
matters set forth in the foregoing Certificate are true of their own knowledge.
Executed at Ontario, California on September 20, 1989
/S/John Cavallucci
------------------------------------
John Cavallucci
/S/Tina Schaefer
------------------------------------
Tina Schaefer
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 17, 1997:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of article Four
of the Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes
of shares of stock: one class of shares to be called "Common Stock"; the second
class of shares to be called "Serial Preferred Stock." The total number of
shares of stock which the corporation shall have authority to issue is Seventy
Million (70,000,000), of which Fifty Million (50,000,000) shall be Common Stock
and Twenty Million (20,000,000) shall be Serial Preferred Stock. Upon the
amendment of this Article to read as herein set forth each two (2) outstanding
shares of Common Stock are split up and converted into three (3) shares of
Common Stock.
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to 902(c) of the
California Corporations Code.
4. This Amendment shall become effective on January 2, 1998.
IN WITNESS WHEREOF, the undersigned have executed the Certificate on
December 23, 1997.
/ S /D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S /Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
Each if the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct of our own
knowledge.
Executed this 23rd day of December, 1997 in Ontario, California.
/ S / D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S / Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 15, 1999:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of article Four
of the Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes
of shares of stock: one class of shares to be called "Common Stock"; the second
class of shares to be called "Serial Preferred Stock." The total number of
shares of stock which the corporation shall have authority to issue is Seventy
Million (70,000,000), of which Fifty Million (50,000,000) shall be Common Stock
and Twenty Million (20,000,000) shall be Serial Preferred Stock. Upon the
amendment of this Article to read as herein set forth each four (4) outstanding
shares of Common Stock are split up and converted into five (5) shares of Common
Stock.
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to 902(c) of the
California Corporations Code.
4. This Amendment shall become effective at 5:00 p.m. California time on
January 14, 2000.
IN WITNESS WHEREOF, the undersigned have executed the Certificate on
December 31, 1999.
/ S /D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S /Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
Each if the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct of our own
knowledge.
Executed this 31st day of December, 1999 in Ontario, California.
/ S / D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S / Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
CERTIFICATE OF DETERMINATION
OF CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi do hereby certify:
1. That they are the duly elected and acting President and Secretary,
respectively, of CVB Financial Corp., a California corporation (the
"CORPORATION").
2. That, pursuant to the resolutions set forth in Paragraph 4 hereof, the
Board of Directors of the Corporation has authorized the issuance of, and
designated the rights, preferences, privileges and restrictions of one million
(1,000,000) shares of Series A Participating Preferred Stock. The Corporation's
Articles of Incorporation, as amended, authorize the issuance of up to twenty
million (20,000,000) shares of Preferred Stock.
3. That none of the shares of Series A Participating Preferred Stock have
been issued by the Corporation.
4. That pursuant to the authority conferred upon the Board of Directors by
the Articles of Incorporation of the said Corporation, the said Board of
Directors on June 21, 2000 adopted the following resolution creating a series of
one million (1,000,000) shares of Preferred Stock designated as Series A
Participating Preferred Stock:
"RESOLVED, that pursuant to the authority vested in the Board of Directors
of the Corporation by its Articles of Incorporation, the Board of Directors does
hereby provide for the issue of a series of Preferred Stock of the Corporation
and does hereby fix and herein state and express the designations, powers,
preferences and relative and other special rights and the qualifications,
limitations and restrictions of such series of Preferred Stock as follows:
Section 1. DESIGNATION AND AMOUNT. The shares of such series shall be
designated as "SERIES A PARTICIPATING PREFERRED STOCK." The number of shares
constituting such series shall be one million (1,000,000) shares. Such number of
shares may be increased or decreased by resolution of the Board of Directors;
provided, that no decrease shall reduce the number of shares of Series A
Participating Preferred Stock to a number less than the number of shares then
outstanding plus the number of shares reserved for issuance upon the exercise of
outstanding options, rights or warrants or upon the conversion of any
outstanding securities issued by the Corporation convertible into Series A
Participating Preferred Stock.
Section 2. DIVIDENDS AND DISTRIBUTIONS.
(a) Subject to the prior and superior right of the holders of any shares
of any series of Preferred Stock (or any similar stock) ranking prior and
superior to the shares of Series A Participating Preferred Stock with respect to
dividends, the holders of shares of Series A Participating Preferred Stock, in
preference to the holders of Common Stock of the Company, and of any other
junior stock, shall be entitled to receive when, as and if declared by the Board
of Directors out of funds legally available for the purpose, quarterly dividends
payable in cash on the last day of March, June, September and December in each
year (each such date being
1
referred to herein as a "QUARTERLY DIVIDEND PAYMENT DATE"), commencing on the
first Quarterly Dividend Payment Date after the first issuance of a share or
fraction of a share of Series A Participating Preferred Stock, in an amount per
share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b)
subject to the provision for adjustment hereinafter set forth, 1,000 times the
aggregate per share amount of all cash dividends, and 1,000 times the aggregate
per share amount (payable in kind) of all non-cash dividends or other
distributions other than a dividend payable in shares of Common Stock or a
subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise), declared on the Common Stock since the immediately preceding
Quarterly Dividend Payment Date, or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of Series A Participating Preferred Stock. In the event the Corporation
shall at any time declare or pay any dividend on the Common Stock payable in
shares of Common Stock, or effect a subdivision or combination or consolidation
of the outstanding shares of Common Stock (by reclassification or otherwise than
by payment of a dividend in shares of Common Stock) into a greater or lesser
number of shares of Common Stock, then in each such case the amount to which
holders of shares of Series A Participating Preferred Stock were entitled
immediately prior to such event under clause (b) of the preceding sentence shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
(b) The Corporation shall declare a dividend or distribution on the Series
A Participating Preferred Stock as provided in paragraph (a) above immediately
after it declares a dividend or distribution on the Common Stock (other than a
dividend payable in shares of Common Stock); provided that, in the event no
dividend or distribution shall have been declared on the Common Stock during the
period between any Quarterly Dividend Payment Date and the next subsequent
Quarterly Dividend Payment Date, a dividend of $1.00 per shares on the Series A
Participating Preferred Stock shall nevertheless be payable on such subsequent
Quarterly Dividend Payment Date.
(c) Dividends shall begin to accrue on outstanding shares of Series A
Participating Preferred Stock from the Quarterly Dividend Payment Date next
preceding the date of issue of such shares of Series A Participating Preferred
Stock, unless the date of issue of such shares is prior to the record date for
the first Quarterly Dividend Payment Date, in which case dividends on such
shares shall begin to accrue from the date of issue of such shares, or unless
the date of issue is a Quarterly Dividend Payment Date or is a date after the
record date for the determination of holders of shares of Series A Participating
Preferred Stock entitled to receive a quarterly dividend and before such
Quarterly Dividend Payment Date, in either of which events such dividends shall
begin to accrue from such Quarterly Dividend Payment Date. Accrued but unpaid
dividends shall not bear interest. Dividends paid on the shares of Series A
Participating Preferred Stock in an amount less than the total amount of such
dividends at the time accrued and payable on such shares shall be allocated pro
rata on a share-by-share basis among all such shares at the time outstanding.
The Board of Directors may fix a record date for the determination of holders of
shares of Series A Participating Preferred Stock entitled to receive payment of
a dividend or distribution declared thereon, which record date shall be not less
than ten (10) nor more than sixty (60) days prior to the date fixed for the
payment thereof.
2
Section 3. VOTING RIGHTS. The holders of shares of Series A Participating
Preferred Stock shall have the following voting rights:
(a) Each share of Series A Participating Preferred Stock shall entitle the
holder thereof to 1,000 votes on all matters submitted to a vote of the
shareholders of the Corporation.
(b) Except as otherwise provided herein, in any other Certificate of
Determination, or by law, the holders of shares of Series A Participating
Preferred Stock and the holders of shares of Common Stock shall vote together as
one class on all matters submitted to a vote of shareholders of the Corporation.
(c) Except as required by law, holders of Series A Participating Preferred
Stock shall have no special voting rights and their consent shall not be
required (except to the extent they are entitled to vote with holders of Common
Stock as set forth herein) for taking any corporate action.
Section 4. CERTAIN RESTRICTIONS.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Participating Preferred Stock as provided in Section 2
are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Participating
Preferred Stock outstanding shall have been paid in full, the Corporation shall
not:
(i) declare or pay dividends on, make any other distributions on, or
redeem or purchase or otherwise acquire for consideration any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or
winding up) to the Series A Participating Preferred Stock;
(ii) declare or pay dividends on, make any other distributions on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with Series A Participating Preferred Stock, except
dividends paid ratably on the Series A Participating Preferred Stock and all
such parity stock on which dividends are payable or in arrears in proportion to
the total amounts to which the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares
of any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Participating Preferred Stock,
provided that the Corporation may at any time redeem, purchase or otherwise
acquire shares of any such parity stock in exchange for shares of any stock of
the Corporation ranking junior (either as to dividends or upon dissolution,
liquidation or winding up) to the Series A Participating Preferred Stock;
(iv) purchase or otherwise acquire for consideration any shares of
Series A Participating Preferred Stock, or any shares of stock ranking on a
parity with the Series A Participating Preferred Stock, except in accordance
with a purchase offer made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon such terms as the Board
of Directors, after consideration of the respective annual dividend rates and
3
other relative rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and equitable treatment among
the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation
to purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. REACQUIRED SHARES. Any shares of Series A Participating
Preferred Stock purchased or otherwise acquired by the Corporation in any manner
whatsoever shall be retired and canceled promptly after the acquisition thereof.
All such shares shall upon their cancellation become authorized but unissued
shares of Preferred Stock and may be reissued as part of a new series of
Preferred Stock to be created by resolution or resolutions of the Board of
Directors, subject to the conditions and restrictions on issuance set forth
herein and in the Articles of Incorporation, as then amended.
Section 6. LIQUIDATION, DISSOLUTION OR WINDING UP. Upon any liquidation,
dissolution or winding up of the Corporation, no distribution shall be made (1)
to the holders of shares of stock ranking junior (either as to dividends or upon
liquidation, dissolution or winding up) to the Series A Participating Preferred
Stock unless, prior thereto, the holders of shares of Series A Participating
Preferred Stock shall have received an amount per share equal to $1,000.00, plus
an amount equal to accrued and unpaid dividends and distributions thereon,
whether or not declared, to the date of such payment, provided that the holders
of shares of Series A Participating Preferred Stock shall be entitled to receive
an aggregate amount per share, subject to the provision for adjustment
hereinafter set forth, equal to the aggregate amount to be distributed per share
to holder of shares of Common Stock, or (2) to the holders of shares of stock
ranking on a parity (either as to dividends or upon liquidation, dissolution or
winding up) with the Series A Preferred Stock, except distributions made ratably
on the Series A Participating Preferred Stock and all such parity stock in
proportion to the total amount to which the holders of all such shares are
entitled upon such liquidation, dissolution or winding up. In the event the
Corporation shall at any time declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or
consolidation of the outstanding shares of Common Stock (by reclassification or
otherwise than by payment of a dividend in shares of Common Stock) into a
greater or lesser number of shares of Common Stock, then in each such case the
aggregate amount to which holders of shares of Series A Participating Preferred
Stock were entitled immediately prior to such event under the proviso in clause
(1) of the preceding sentence shall be adjusted by multiplying such amount by a
fraction, the numerator of which is the number of shares of Common Stock
outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock outstanding immediately prior to such event.
Section 7. CONSOLIDATION, MERGER, ETC. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash and/or any other property, then in any such case the shares of
Series A Participating Preferred Stock shall at the same time be similarly
exchanged or changed in an amount per share, subject to the provision for
adjustment hereinafter set forth, equal to one thousand (1,000) times the
aggregate amount of
4
stock, securities, cash and/or any other property (payable in kind) as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time declare or pay any
dividend on the Common Stock payable in shares of Common Stock, or effect a
subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares
of Common Stock) into a greater or lesser number of shares of Common Stock, then
in each such case the amount set forth in the preceding sentence with respect to
the exchange or change of shares of Series A Participating Preferred Stock shall
be adjusted by multiplying such amount by a fraction, the numerator of which is
the number of shares of Common Stock outstanding immediately after such event
and the denominator of which is the number of shares of Common Stock that were
outstanding immediately prior to such event.
Section 8. NO REDEMPTION. The shares of Series A Participating Preferred
Stock shall not be redeemable.
Section 9. RANKING. The Series A Participating Preferred Stock shall rank
junior to all other series of the Corporation's Preferred Stock as to the
payment of dividends and the distribution of assets, unless the terms of any
such series shall provide otherwise.
Section 10. AMENDMENT. The Articles of Incorporation of the Corporation
shall not be further amended in any manner which would materially alter or
change the powers, preference or special rights of the Series A Participating
Preferred Stock so as to affect them adversely without the affirmative vote of
the holders of a majority of the outstanding shares of Series A Participating
Preferred Stock, voting separately as a class.
Section 11. FRACTIONAL SHARES. Series A Participating Preferred Stock may
be issued in fractions of a share which shall entitle the holder, in proportion
to such holder's fractional shares, to exercise voting rights, receive
dividends, participate in distributions and to have the benefit of all other
rights of holders of Series A Participating Preferred Stock.
RESOLVED FURTHER, that the President or any Vice President and the
Secretary or any Assistant Secretary of this corporation be, and they hereby
are, authorized and directed to prepare and file a Certificate of Determination
in accordance with the foregoing resolution and the provisions of California law
and to take such actions as they may deem necessary or appropriate to carry out
the intent of the foregoing resolution."
5
We further declare under penalty of perjury that the matters set forth in
the foregoing Certificate of Determination are true and correct of our own
knowledge and that the foregoing Certificate of Determination has been duly
approved by the Board of Directors of the Corporation.
Executed at Ontario, California, on June 21, 2000.
/s/ D. Linn Wiley
-----------------------------------
D. Linn Wiley, President
/s/ Donna Marchesi
-----------------------------------
Donna Marchesi, Secretary
6
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 19, 2001:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of article Four of the
Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes
of shares of stock: one class of shares to be called "Common Stock"; the second
class of shares to be called "Serial Preferred Stock." The total number of
shares of stock which the corporation shall have authority to issue is Eighty
Two Million Five Hundred Thousand (82,500,000), of which Sixty Two Million Five
Hundred Thousand (62,500,000) shall be Common Stock and Twenty Million
(20,000,000) shall be Serial Preferred Stock. Upon the amendment of this Article
to read as herein set forth each four (4) outstanding shares of Common Stock are
split up and converted into five (5) shares of Common Stock.
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to 902(c) of the
California Corporations Code. There are no shares of Serial Preferred Stock
outstanding.
4. This Amendment shall become effective at 5:00 p.m. California time on
January 4, 2002.
IN WITNESS WHEREOF, the undersigned have executed the Certificate on
December 26, 2001.
/ S /D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S /Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
Each if the undersigned declares under penalty of perjury that the
matters set forth in the foregoing Certificate are true and correct of our own
knowledge.
Executed this 26th day of December, 2001 in Ontario, California.
/ S / D. Linn Wiley
------------------------------------
D. Linn Wiley, President
/ S / Donna Marchesi
------------------------------------
Donna Marchesi, Secretary
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 18, 2002:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of Article Four of
the Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes of
shares of stock: one class of shares to be called "Common Stock"; the
second class of shares to be called "Serial Preferred Stock." The total
numbers of shares of stock which the Corporation shall have authority to
issue is Ninety Eight Million One Hundred Twenty Five Thousand
(98,125,000), of which Seventy Eight Million One Hundred Twenty Five
Thousand (78,125,000) shall be Common Stock and Twenty Million
(20,000,000) shall be Serial Preferred Stock. Upon the amendment of this
Article to read as herein set forth each four (4) outstanding shares of
Common Stock are split up and converted into five (5) shares of Common
Stock."
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to Section 902(c) of
the California Corporations Code. This Amendment only provides for a stock split
and an increase in the authorized shares of Common Stock in proportion thereto.
There are no shares of Serial Preferred Stock outstanding.
4. This Amendment shall become effective at 5:00 p.m. California time on
January 3, 2003.
1
IN WITNESS WHEREOF, the undersigned have executed the Certificate on
December 24, 2002.
/s/ D. Linn Wiley
----------------------------
D. Linn Wiley, President
/s/ Donna Marchesi
----------------------------
Donna Marchesi, Secretary
Each of the undersigned declares under penalty of perjury that the matters
set forth in the foregoing Certificate are true and correct of our own
knowledge.
Executed this 24th day of December, 2002 in Ontario, California.
/s/ D. Linn Wiley
----------------------------
D. Linn Wiley, President
/s/ Donna Marchesi
----------------------------
Donna Marchesi, Secretary
2
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are and have been at all times herein mentioned the duly
elected and acting President and the Secretary, respectively, of CVB
Financial Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 15, 2004:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of Article Four of
the Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes of
shares of stock: one class of shares to be called "Common Stock"; the
second class of shares to be called "Serial Preferred Stock." The total
numbers of shares of stock which the Corporation shall have authority to
issue is One Hundred Seventeen Million Six Hundred Fifty Six Thousand Two
Hundred Fifty (117,656,250), of which Ninety Seven Million Six Hundred
Fifty Six Thousand Two Hundred Fifty (97,656,250) shall be Common Stock
and Twenty Million (20,000,000) shall be Serial Preferred Stock. Upon the
amendment of this Article to read as herein set forth each four (4)
outstanding shares of Common Stock are split up and converted into five
(5) shares of Common Stock."
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to Section902(c) of
the California Corporations Code. This Amendment only provides for a stock split
and an increase in the authorized shares of Common Stock in proportion thereto.
There are no shares of Serial Preferred Stock outstanding.
4. This Amendment shall become effective at 5:00 p.m. California time on
December 29, 2004.
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: December 21, 2004.
By: /s/ D. Linn Wiley
-------------------------------
D. Linn Wiley, President
By: /s/ Donna Marchesi
-------------------------------
Donna Marchesi, Secretary
1
CERTIFICATE OF AMENDMENT OF
ARTICLES OF INCORPORATION OF
CVB FINANCIAL CORP.
The undersigned, D. Linn Wiley and Donna Marchesi, do hereby certify:
1. That they are, and have been at all times herein mentioned, the duly
elected and acting President and the Secretary, respectively, of CVB Financial
Corp., a California corporation (the "Company").
2. That the Board of Directors of the Company adopted the following
resolutions on December 21, 2005:
NOW, THEREFORE, BE IT RESOLVED that the first paragraph of Article Four of
the Company's Articles of Incorporation is amended to read as follows:
"Four. This Corporation is authorized to issue two (2) classes of
shares of stock: one class of shares to be called "Common Stock"; the
second class of shares to be called "Serial Preferred Stock." The total
numbers of shares of stock which the Corporation shall have authority to
issue is One Hundred Forty Two Million Seventy Thousand Three Hundred
Twelve (142,070,312), of which One Hundred Twenty Two Million Seventy
Thousand Three Hundred Twelve (122,070,312) shall be Common Stock and
Twenty Million (20,000,000) shall be Serial Preferred Stock. Upon the
amendment of this Article to read as herein set forth each four (4)
outstanding shares of Common Stock are split up and converted into five
(5) shares of Common Stock."
3. Approval of the foregoing Amendment of the Articles of Incorporation
("Amendment") by the shareholders is not required pursuant to Section 902(c) of
the California Corporations Code. This Amendment only provides for a stock split
and an increase in the authorized shares of Common Stock in proportion thereto.
There are no shares of Serial Preferred Stock outstanding.
4. This Amendment shall become effective at 5:00 p.m. California time on
January 10, 2006.
1
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
DATE: January 3, 2006.
/s/ D. Linn Wiley
----------------------------
D. Linn Wiley, President
/s/ Donna Marchesi
----------------------------
Donna Marchesi, Secretary
2
exv23w1
EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in
Registration Statement Nos. 333-136059, 33-41318
and 333-41198 of CVB Financial Corp. on Form S-8, of our report, dated February 28, 2007, except for
(the seventh paragraph in) Note 1, as to which the date is February 28, 2008, relating to our audit
of the consolidated financial statements, which appears in this Annual Report on Form 10-K of CVB
Financial Corp. as of December 31, 2007.
/s/ McGladrey & Pullen, LLP
Pasadena, California
February 28, 2008
exv23w2
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
The Board of Directors
CVB Financial Corp.:
We consent to the incorporation by reference in the registration statements (No. 333-41198, No.
33-41318 and No. 333-136059) on Form S-8 of CVB Financial Corp. and subsidiaries of our reports
dated February 28, 2008, with respect to the consolidated balance sheet of CVB Financial Corp. and
subsidiaries as of December 31, 2007, and the related consolidated statements of earnings,
stockholders equity and comprehensive income, and cash flows for the year ended December 31, 2007
and the effectiveness of internal control over financial reporting as of December 31, 2007, which
reports appear in the December 31, 2007 annual report on Form 10-K of CVB Financial Corp. and
subsidiaries.
Costa Mesa, California
February 28, 2008
exv31w1
Exhibit 31.1
CERTIFICATION
I, Christopher D. Myers, certify that:
1. I have reviewed this annual report on Form 10-K of CVB Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: February 28, 2008 |
/s/ Christopher D. Myers
|
|
|
Christopher D. Myers |
|
|
Chief Executive Officer |
|
|
exv31w2
Exhibit 31.2
CERTIFICATION
I, Edward J. Biebrich, Jr., certify that:
1. I have reviewed this annual report on Form 10-K of CVB Financial Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
annual report;
3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations
and cash flows of the registrant as of, and for, the periods presented in this annual report;
4. The registrants other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls
and procedures to be designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this report is being
prepared;
(b) Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally accepted
accounting principles;
(c) Evaluated the effectiveness of the registrants disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such
evaluation; and
(d) Disclosed in this report any change in the registrants internal control over financial
reporting that occurred during the registrants most recent fiscal quarter (the
registrants fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrants internal control
over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrants auditors and the audit
committee of the registrants Board of Directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to adversely affect
the registrants ability to record, process, summarize and report financial information;
and
b) Any fraud, whether or not material, that involves management or other employees who have
a significant role in the registrants internal control over financial reporting.
|
|
|
|
|
|
|
|
Date: February 28, 2008 |
/s/ Edward J. Biebrich. Jr.
|
|
|
Edward J. Biebrich Jr. |
|
|
Chief Financial Officer |
|
|
exv32w1
Exhibit 32.1
CERTIFICATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003
In connection with the Annual Report of CVB Financial Corp. (the Company) on Form 10-K for
the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on
the date hereof (the Report), I, Christopher D. Myers, Chief Executive Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2003, to the best of my knowledge that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
|
|
|
|
|
|
|
|
Date: February 28, 2008 |
/s/ Christopher D. Myers
|
|
|
Christopher D. Myers |
|
|
Chief Executive Officer |
|
|
exv32w2
Exhibit 32.2
CERTIFICATION
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003
In connection with the Annual Report of CVB Financial Corp. (the Company) on Form 10-K for
the fiscal year ended December 31, 2007, as filed with the Securities and Exchange Commission on
the date hereof (the Report), I, Edward J. Biebrich, Jr., Chief Financial Officer of the Company,
certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of
2003, to the best of my knowledge that:
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
|
|
|
|
|
|
|
|
Date: February 28, 2008 |
/s/ Edward J. Biebrich Jr.
|
|
|
Edward J. Biebrich Jr. |
|
|
Chief Financial Officer |
|
|