U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D. C.  20549

FORM 10-Q

x

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

 

 

 

For the quarterly period ended June 30, 2007.

 

o

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

 

 

 

For the transitions period from                              to                            

 


Commission File Number   001-15955


CoBiz Financial Inc.

(Exact name of registrant as specified in its charter)

COLORADO

 

84-0826324

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

821 l7th Street

 

 

Denver, CO

 

80202

(Address of principal executive offices)

 

(Zip Code)

 

(303)  293-2265

(Registrant’s telephone number, including area code)

CoBiz Inc.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

x

No

o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (see definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act).

Large Accelerated Filer   o

Accelerated Filer   x

Non-accelerated Filer   o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes

o

No

x

 

There were 23,786,093 shares of the registrant’s Common Stock, $0.01 par value per share, outstanding as of August 2, 2007.

 




 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1.

Condensed Financial Statements

 

 

 

 

Item 2.

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

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

 

 

 

Item 4.

Controls and Procedures

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

 

 

 

 

Item 6.

Exhibits

 

 

 

 

SIGNATURES

 

 




Item 1.  Financial Statements

CoBiz Financial Inc.

Condensed Consolidated Balance Sheets

(unaudited)

 

 

June 30,

 

December 31,

 

 

 

2007

 

2006

 

 

 

(dollars in thousands)

 

Assets

 

 

 

 

 

Cash and due from banks

 

$

61,748

 

$

30,352

 

Interest-bearing deposits and federal funds sold

 

7,336

 

8,624

 

Total cash and cash equivalents

 

69,084

 

38,976

 

Investments:

 

 

 

 

 

Investment securities available for sale (cost of $425,595 and $425,006, respectively)

 

423,018

 

422,573

 

Investment securities held to maturity (fair value of $670 and $725, respectively)

 

666

 

722

 

Other investments

 

16,342

 

15,599

 

Total investments

 

440,026

 

438,894

 

Loans, net

 

1,660,907

 

1,526,589

 

Goodwill

 

39,836

 

39,557

 

Intangible assets, net

 

2,346

 

2,583

 

Bank owned life insurance

 

25,923

 

25,581

 

Premises and equipment, net

 

8,591

 

9,033

 

Accrued interest receivable

 

10,379

 

9,747

 

Deferred income taxes

 

8,469

 

7,654

 

Other

 

14,551

 

13,809

 

TOTAL ASSETS

 

$

2,280,112

 

$

2,112,423

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Deposits

 

 

 

 

 

Demand

 

$

459,743

 

$

450,244

 

NOW and money market

 

587,272

 

566,849

 

Savings

 

11,290

 

10,740

 

Certificates of deposits

 

515,379

 

448,504

 

Total Deposits

 

1,573,684

 

1,476,337

 

Securities sold under agreements to repurchase

 

244,257

 

227,617

 

Other short-term borrowings

 

170,108

 

152,200

 

Accrued interest and other liabilities

 

24,210

 

21,428

 

Junior subordinated debentures

 

72,166

 

72,166

 

TOTAL LIABILITIES

 

$

2,084,425

 

$

1,949,748

 

Shareholders’ Equity

 

 

 

 

 

Cumulative preferred, $.01 par value; 2,000,000 shares authorized; None outstanding Common, $.01 par value; 50,000,000 shares authorized; 24,004,147 and 22,700,890 issued and outstanding, respectively

 

240

 

227

 

Additional paid-in capital

 

98,779

 

74,560

 

Retained earnings

 

99,048

 

90,502

 

Accumulated other comprehensive loss net of income tax of $1,458 and $1,601, respectively

 

(2,380

)

(2,614

)

Total shareholders’ equity

 

$

195,687

 

$

162,675

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

 

$

2,280,112

 

$

2,112,423

 

 

See Notes to Condensed Consolidated Financial Statements

1




CoBiz Financial Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

(unaudited)

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(dollars in thousands)

 

INTEREST INCOME:

 

 

 

 

 

 

 

 

 

Interest and fees on loans

 

$

32,764

 

$

27,734

 

$

63,709

 

$

53,436

 

Interest and dividends on investment securities:

 

 

 

 

 

 

 

 

 

Taxable securities

 

5,160

 

5,144

 

10,204

 

9,859

 

Nontaxable securities

 

34

 

58

 

83

 

117

 

Dividends on securities

 

206

 

186

 

409

 

351

 

Federal funds sold and other

 

122

 

96

 

238

 

177

 

Total interest income

 

38,286

 

33,218

 

74,643

 

63,940

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Interest on deposits

 

10,681

 

8,094

 

20,106

 

14,617

 

Interest on short-term borrowings

 

4,491

 

4,219

 

9,013

 

8,318

 

Interest on junior subordinated debentures

 

1,409

 

1,343

 

2,804

 

2,584

 

Total interest expense

 

16,581

 

13,656

 

31,923

 

25,519

 

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES

 

21,705

 

19,562

 

42,720

 

38,421

 

Provision for loan losses

 

1,037

 

687

 

1,037

 

1,087

 

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

20,668

 

18,875

 

41,683

 

37,334

 

NONINTEREST INCOME:

 

 

 

 

 

 

 

 

 

Service charges

 

744

 

717

 

1,428

 

1,425

 

Trust and advisory fees

 

1,192

 

1,042

 

2,344

 

2,024

 

Insurance income

 

2,440

 

2,766

 

5,065

 

5,563

 

Investment banking income

 

959

 

1,908

 

2,380

 

3,055

 

Other income

 

990

 

786

 

1,740

 

1,492

 

Total noninterest income

 

6,325

 

7,219

 

12,957

 

13,559

 

NONINTEREST EXPENSE:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

12,015

 

11,207

 

24,461

 

22,364

 

Occupancy expenses, premises and equipment

 

2,845

 

2,844

 

5,675

 

5,556

 

Amortization of intangibles

 

118

 

119

 

237

 

239

 

Other

 

3,027

 

2,642

 

6,017

 

5,259

 

Total noninterest expense

 

18,005

 

16,812

 

36,390

 

33,418

 

INCOME BEFORE INCOME TAXES

 

8,988

 

9,282

 

18,250

 

17,475

 

Provision for income taxes

 

3,328

 

3,476

 

6,707

 

6,389

 

NET INCOME

 

$

5,660

 

$

5,806

 

$

11,543

 

$

11,086

 

 

 

 

 

 

 

 

 

 

 

UNREALIZED (DEPRECIATION) APPRECIATION ON INVESTMENT SECURITIES AVAILABLE FOR SALE AND DERIVATIVE INSTRUMENTS , net of tax

 

(724

)

(1,750

)

234

 

(2,918

)

COMPREHENSIVE INCOME

 

$

4,936

 

$

4,056

 

$

11,777

 

$

8,168

 

 

 

 

 

 

 

 

 

 

 

EARNINGS PER SHARE:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

$

0.26

 

$

0.49

 

$

0.49

 

Diluted

 

$

0.23

 

$

0.25

 

$

0.47

 

$

0.48

 

DIVIDENDS PER SHARE

 

$

0.06

 

$

0.05

 

$

0.12

 

$

0.10

 

 

See Notes to Condensed Consolidated Financial Statements

2




CoBiz Financial Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

 

 

Six months ended June 30,

 

 

 

2007

 

2006

 

 

 

(dollars in thousands)

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

Net income

 

$

11,543

 

$

11,086

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Net amortization on investment securities

 

123

 

784

 

Depreciation and amortization

 

1,887

 

2,001

 

Amortization of net loan fees

 

(1,230

)

(1,541

)

Provision for loan and credit losses

 

1,037

 

1,087

 

Stock-based compensation

 

708

 

544

 

Federal Home Loan Bank stock dividend

 

(312

)

(260

)

Deferred income taxes

 

(963

)

(727

)

Excess tax benefit from stock-based compensation

 

(929

)

(193

)

Increase in cash surrender value of bank owned life insurance

 

(476

)

(464

)

Supplemental executive retirement plan

 

344

 

230

 

Other operating activities, net

 

(126

)

314

 

 

 

 

 

 

 

Changes in operating assets and liabilities

 

 

 

 

 

Accrued interest receivable

 

(632

)

(832

)

Other assets

 

250

 

(683

)

Accrued interest and other liabilities

 

(1,195

)

(494

)

Net cash provided by operating activities

 

10,029

 

10,852

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

Purchase of other investments

 

(1,515

)

(4,762

)

Proceeds from other investments

 

257

 

 

Purchase of investment securities available for sale

 

(157,517

)

(81,960

)

Maturities of investment securities held to maturity

 

55

 

97

 

Maturities of investment securities available for sale

 

160,943

 

56,737

 

Proceeds from sale of investment securities

 

1,053

 

 

Net cash paid in earn-outs

 

(438

)

(206

)

Loan originations and repayments, net

 

(133,969

)

(121,802

)

Purchase of premises and equipment

 

(1,272

)

(1,348

)

Proceeds from sale of premises and equipment

 

80

 

49

 

Net cash used in investing activities

 

(132,323

)

(153,195

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

Net increase in demand, NOW, money market, and savings accounts

 

30,472

 

195

 

Net increase in certificates of deposits

 

66,719

 

81,707

 

Net increase in short-term borrowings

 

17,908

 

50,000

 

Net increase in securities sold under agreements to repurchase

 

16,640

 

19,405

 

Proceeds from issuance of stock

 

22,596

 

1,735

 

Dividends paid on common stock

 

(2,862

)

(2,243

)

Excess tax benefit from stock-based compensation

 

929

 

193

 

Net cash provided by financing activities

 

152,402

 

150,992

 

 

 

 

 

 

 

NET INCREASE IN CASH AND CASH EQUIVALENTS

 

30,108

 

8,649

 

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

38,976

 

50,701

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

69,084

 

$

59,350

 

 

See notes to condensed consolidated financial statements

3




CoBiz Financial Inc.

Notes to Consolidated Condensed Financial Statements

(unaudited)

1.                                      Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements of CoBiz Financial Inc. (“Parent”, formerly CoBiz Inc.), and its wholly owned subsidiaries:  CoBiz ACMG, Inc.; CoBiz Bank (“Bank”); CoBiz Insurance, Inc.; Colorado Business Leasing, Inc. (“Leasing”); CoBiz GMB, Inc.; GMB Equity Partners; and Financial Designs Ltd. (“FDL”), all collectively referred to as the “Company” or “CoBiz,” conform to accounting principles generally accepted in the United States of America for interim financial information and prevailing practices within the banking industry.  The Bank operates in its Colorado market areas under the name Colorado Business Bank (“CBB”) and in its Arizona market areas under the name Arizona Business Bank (“ABB”).

The Bank is a full-service business bank with eleven Colorado locations, including eight in the Denver metropolitan area, two locations in Boulder and one in Edwards, just west of Vail, as well as seven Arizona locations, all of which are in the Phoenix metropolitan area.  In April 2007, the Bank converted from a national bank charter to a state bank charter.  As a state chartered bank, deposits are insured by the Bank Insurance Fund of the FDIC, and the Bank is subject to supervision, regulation and examination by the Federal Reserve, Colorado Division of Banking and the FDIC.  Pursuant to such regulations, the Bank is subject to special restrictions, supervisory requirements and potential enforcement actions.  CoBiz ACMG, Inc. provides investment management services to institutions and individuals through its subsidiary Alexander Capital Management Group, LLC (“ACMG”). FDL provides wealth transfer, employee benefits consulting, insurance brokerage and related administrative support to employers. CoBiz Insurance, Inc. provides commercial and personal property and casualty insurance brokerage, as well as risk management consulting services to small and medium-sized businesses and individuals. CoBiz GMB, Inc. provides investment banking services to middle-market companies through its wholly owned subsidiary, Green Manning and Bunch, Ltd. (“GMB”).

All significant intercompany accounts and transactions have been eliminated. These financial statements and notes thereto should be read in conjunction with, and are qualified in their entirety by, our Annual Report on Form 10-K for the year ended December 31, 2006, as filed with the Securities and Exchange Commission (“SEC”).

The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting only of normally recurring accruals) considered necessary for a fair presentation have been included.  Operating results for the three and six months ended June 30, 2007 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2007.  Certain reclassifications have been made to prior balances to conform to the current year presentation.

2.                                      Recent Accounting Pronouncements

On January 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standard (“SFAS”) No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of SFAS No. 133 and SFAS No.140 (“SFAS 155”). This statement permits

4




fair value re-measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation. It establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation. In addition, SFAS 155 clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS 133. It also clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives. SFAS 155 amends SFAS 140 to eliminate the prohibition on a qualifying special-purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. The adoption of SFAS 155 did not have an impact on the consolidated financial statements.

On January 1, 2007, the Company adopted SFAS No. 156, Accounting for Servicing of Financial Assets — an amendment of FASB Statement No. 140 (“SFAS 156”). SFAS 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into certain servicing contracts. The Statement also requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable. SFAS 156 permits an entity to choose between the amortization and fair value methods for subsequent measurements. At initial adoption, the Statement permits a one-time reclassification of available for sale securities to trading securities by entities with recognized servicing rights. SFAS 156 also requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. The adoption of SFAS 156 did not have an impact on the consolidated financial statements.

On January 1, 2007, the Company adopted Emerging Issues Task Force (“EITF”) 06-5, Accounting for Purchases of Life Insurance — Determining the Amount That Could be Realized in Accordance with FASB Technical Bulletin No. 85-4, Accounting for Purchases of Life Insurance (“EITF 06-5”). EITF 06-5, addresses various issues in determining the amount that could be realized under an insurance contract. Upon adoption, the Company recorded a cumulative effect adjustment of approximately $134,000 that was charged to retained earnings to reduce the amount that can be realized on insurance contracts.

On January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes — an Interpretation of SFAS No. 109 (“FIN 48”). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The adoption of FIN 48 did not have a material impact on the consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those years. The provisions of this Statement will be applied prospectively as of the beginning of the fiscal year in which the Statement is initially applied, except in certain circumstances that will be applied retrospectively. The Company is evaluating the impact, if any, SFAS 157 will have on its consolidated financial statements.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115 (“SFAS 159”). SFAS 159 permits entities to choose to measure certain financial assets and liabilities at fair value at specified

5




election dates. For financial instruments elected to be accounted for at fair value, an entity will report the unrealized gains and losses in earnings. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The effect of the first remeasurement to fair value is to be recognized as a cumulative-effect adjustment to the opening balance of retained earnings. The Company is evaluating the impact, if any, SFAS 159 will have on its consolidated financial statements.

In September 2006, the EITF reached a consensus on EITF 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements (“EITF 06-4”). The consensus, which has been ratified by the Financial Accounting Standards Board, requires companies to recognize an obligation for the future post-retirement benefits provided to employees in the form of death benefits to be paid to their beneficiaries through split-dollar policies carried in Bank-Owned Life Insurance (“BOLI”). EITF 06-4 is effective for fiscal periods beginning after December 15, 2007. The effects of applying EITF 06-4 are to be recognized through either (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption, or (b) a change in accounting principle through retrospective application to all prior periods. The Company is currently evaluating the impact EITF 06-4 will have on its consolidated financial statements, as the Company has issued endorsement split-dollar life insurance arrangements.

In June 2007, the American Institute of Certified Public Accountants (“AICPA”) issued Statement of Position 07—1, Clarification of the Scope of the Audit and Accounting Guide Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies (“ SOP 07-1”). SOP 07-1 provides guidance for determining whether an entity is within the scope of the AICPA Audit and Accounting Guide Investment Companies (the “Guide”). SOP 07-1 addresses whether the specialized industry accounting principles of the Guide should be retained by a parent company in consolidation. In addition, SOP 07-1 includes certain disclosure requirements for parent companies and equity method investors in investment companies that retain investment company accounting in the parent company’s consolidated financial statements or the financial statements of an equity method investor.  SOP 07-1 is effective for fiscal periods beginning after December 15, 2007.  The Company is evaluating the impact, if any, SOP 07-1 will have on its consolidated financial statements.

In May 2007, the FASB issued FASB Staff Position (“FSP”) FIN 46R-7, Application of FIN 46R to Investment Companies (“FSP FIN 46(R)-7”).  FSP FIN 46(R)-7 makes permanent the temporary deferral of the application of the provisions of FIN 46(R) to unregistered investment companies, and extends the scope exception from applying FIN 46(R) to include registered investment companies. FSP FIN 46(R)-7 is effective upon adoption of SOP 07-1.  The Company is evaluating the impact, if any, FSP FIN 46(R)-7 will have on its consolidated financial statements.

In April 2007, the FASB issued FSP No. FIN 39-1, Amendment of FASB Interpretation No. 39 (“FSP FIN 39-1”). FSP FIN 39-1 modifies FIN No. 39, Offsetting of Amounts Related to Certain Contracts, and permits companies to offset cash collateral receivables or payables with net derivative positions under certain circumstances. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. The Company is evaluating the impact, if any, FSP FIN 39-1 will have on its consolidated financial statements.

3.                                      Earnings per Common Share

The weighted average shares outstanding used in the calculation of basic and diluted earnings per share are as follows:

6




 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Weighted average shares outstanding - basic earnings per share

 

23,954,917

 

22,517,917

 

23,735,310

 

22,448,136

 

 

 

 

 

 

 

 

 

 

 

Effect of dilutive securities

 

549,360

 

797,481

 

620,255

 

814,649

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding - diluted earnings per share

 

24,504,277

 

23,315,398

 

24,355,565

 

23,262,785

 

 

For the three and six months ended June 30, 2007, 823,204 and 620,806 options, respectively, were excluded from the earnings per share computation solely because their effect was anti-dilutive.  For the three and six months ended June 30, 2006, 444,472 and 388,999 options, respectively, were excluded from the earnings per share computation solely because their effect was anti-dilutive.

4.                                      Comprehensive Income

Comprehensive income is the total of (1) net income plus (2) all other changes in net assets arising from non-owner sources, which are referred to as other comprehensive income.  Presented below are the changes in other comprehensive income for the periods indicated.

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

(dollars in thousands)

 

Other comprehensive items:

 

 

 

 

 

 

 

 

 

Unrealized loss on available for sale securities, net of reclassification to operations of $215 and $1 for the three months ended June 30 and $253 and $1 for the six months ended June 30

 

$

(1,150

)

$

(2,776

)

$

(144

)

$

(4,199

)

 

 

 

 

 

 

 

 

 

 

Unrealized (loss) gain on derivative securities, net of reclassification to operations of $461 and $548 for the three months ended June 30 and $918 and $925 for the six months ended June 30

 

(18

)

(48

)

521

 

(508

)

 

 

 

 

 

 

 

 

 

 

Tax benefit (expense) related to items of other comprehensive income

 

444

 

1,074

 

(143

)

1,789

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income, net of tax

 

$

(724

)

$

(1,750

)

$

234

 

$

(2,918

)

 

5.                                      Goodwill and Intangible Assets

A summary of goodwill, adjustments to goodwill and total assets by operating segment as of June 30, 2007, is noted below. The change in goodwill is related to additional purchase price consideration paid to the former owners of FDL under the terms of an earn-out agreement for the year-ended December 31, 2006. The total earn-out of $875,000, consisting of 19,501 shares of CoBiz common stock and $438,000 in cash, was paid during the first quarter of 2007.

7




 

 

 

 

 

 

 

 

Total

 

 

 

Goodwill

 

assets

 

 

 

December 31,

 

Acquisitions and

 

June 30,

 

June 30,

 

 

 

2006

 

adjustments

 

2007

 

2007

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

 

 

Commercial banking

 

$

15,128

 

$

97

 

$

15,225

 

$

2,241,895

 

Investment banking services

 

5,279

 

 

5,279

 

7,522

 

Investment advisory and trust

 

4,217

 

 

4,217

 

6,199

 

Insurance

 

14,933

 

182

 

15,115

 

22,207

 

Corporate support and other

 

 

 

 

2,289

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

39,557

 

$

279

 

$

39,836

 

$

2,280,112

 

 

As of December 31, 2006, and June 30, 2007, the Company’s intangible assets and related accumulated amortization consisted of the following:

 

Customer

 

Employment and

 

 

 

 

 

contracts, lists

 

non-solicitation

 

 

 

 

 

and relationships

 

agreements

 

Total

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

December 31, 2006

 

$

2,556

 

$

27

 

$

2,583

 

Amortization

 

229

 

8

 

237

 

June 30, 2007

 

$

2,327

 

$

19

 

$

2,346

 

 

The Company recorded amortization expense of $237,000 during the six months ended June 30, 2007, compared to $239,000 in the same period of 2006.  Estimated amortization expense on intangible assets for each of the five succeeding years (excluding $234,000 to be recognized for the remaining six months of fiscal 2007) is estimated as (in thousands):

2008

 

$

413

 

2009

 

364

 

2010

 

363

 

2011

 

360

 

2012

 

360

 

 

6.                                      Derivatives

A summary of the outstanding derivatives at June 30, 2007 is as follows:

8




 

 

 

At June 30,

 

 

 

2007

 

2006

 

 

 

 

 

Estimated

 

 

 

Estimated

 

 

 

Notional

 

fair value

 

Notional

 

fair value

 

 

 

(dollars in thousands)

 

Asset/liability management hedges:

 

 

 

 

 

 

 

 

 

Cash flow hedge - interest rate swap

 

$

135,000

 

$

(1,263

)

$

145,000

 

$

(3,327

)

 

 

 

 

 

 

 

 

 

 

Customer accomodation derivatives:

 

 

 

 

 

 

 

 

 

Interest rate swap

 

$

20,636

 

$

155

 

$

1,771

 

$

94

 

Reverse interest rate swap

 

20,636

 

(155

)

1,771

 

(94

)

 

7.                                      Junior Subordinated Debentures

A summary of the outstanding junior subordinated debentures at June 30, 2007 is as follows:

 

Interest Rate

 

Junior
Subordinated
Debentures

 

Maturity Date

 

Earliest Call Date

 

 

 

(dollars in thousands)

 

CoBiz Statutory Trust I

 

3-month LIBOR + 2.95%

 

$

20,619

 

September 17, 2033

 

September 17, 2008

 

 

 

 

 

 

 

 

 

 

 

CoBiz Capital Trust II

 

3-month LIBOR + 2.60%

 

$

30,928

 

July 23, 2034

 

July 23, 2009

 

 

 

 

 

 

 

 

 

 

 

CoBiz Capital Trust III

 

3-month LIBOR + 1.45%

 

$

20,619

 

September 30, 2035

 

September 30, 2010

 

 

8.                                      Share-Based Compensation Plans

During the first six months of 2007 and 2006, the Company recognized compensation expense, net of estimated forfeitures, of $708,000 and $544,000 for stock-based compensation awards for which the requisite service was rendered in the period.  Estimated forfeitures are periodically evaluated based on historical and expected forfeiture behavior and was decreased to 5% during the quarter from 7%, a rate used since adoption of FAS 123R in 2006.  Stock-based compensation had the following effect on net income, earnings per share and cash flows:

 

Increase/(decrease)

 

For six months ending June 30,

 

2007

 

2006

 

 

 

(dollars in thousands, except per share amounts)

 

 

 

 

 

 

 

Income before income taxes

 

$

(708

)

$

(544

)

Net income

 

(548

)

(455

)

Earnings per share - basic

 

(0.02

)

(0.02

)

Earnings per share - diluted

 

(0.02

)

(0.02

)

Cash used by operating activities

 

(929

)

(193

)

Cash provided by financing activities

 

929

 

193

 

 

The Company uses the Black-Scholes model to estimate the fair value of stock options using various interest, dividend, volatility and expected life assumptions. Expected life is evaluated on an ongoing basis using historical and expected exercise behavior assumptions.  The expected life for options granted during 2007 was estimated to be an average of 4.01 years, an increase from the previous assumption of 3.5 years.  Grant date fair value for stock awards is determined by the closing market price of the stock on grant date.

9




A summary of changes in option awards for the six months ended June 30, 2007, is as follows:

 

 

 

Weighted average

 

 

 

 

 

exercise

 

 

 

Shares

 

price

 

 

 

 

 

 

 

Outstanding at December 31,2006

 

2,137,626

 

$

12.84

 

Granted

 

373,751

 

20.18

 

Exercised

 

286,288

 

9.27

 

Forfeited

 

11,192

 

19.06

 

Outstanding at June 30, 2007

 

2,213,897

 

$

14.53

 

Exercisable at June 30, 2007

 

1,460,260

 

$

11.67

 

 

The weighted average grant date fair value of options granted during the six months ended June 30, 2007 was $4.63. The weighted average remaining term for outstanding options at June 30, 2007, was 5.2 years and unrecognized expense of $3,155,000 is expected to be recognized over a weighted average period of 2.4 years.

A summary of changes in stock awards for the six months ended June 30, 2007, is as follows:

 

 

 

Weighted average

 

 

 

 

 

grant date

 

 

 

Shares

 

fair value

 

Nonvested at December 31,2006

 

 

$

 

Granted

 

2,000

 

21.07

 

Vested

 

 

 

Forfeited

 

 

 

Nonvested at June 30, 2007

 

2,000

 

$

21.07

 

 

Unrecognized expense associated with the stock awards is $39,000 as of June 30, 2007 and is expected to be recognized over a weighted average period of 4.6 years. The Company had not issued any similar stock awards prior to those awarded in 2007.

9.           Segments

The Company’s principal areas of activity consist of commercial banking, investment banking services, investment advisory and trust, insurance, and corporate support and other.

The Company’s commercial banking consists of the activities of CBB and ABB. CBB is a full-service business bank with eleven Colorado locations, including eight in the Denver metropolitan area, two locations in Boulder and one in Edwards, just west of Vail. ABB is based in Phoenix, Arizona and has seven locations in the Phoenix metropolitan area. Prior to 2007, the Company disclosed CBB and ABB as separate reportable segments. In the first quarter of 2007, in conjunction with the implementation of a new internal income and expense allocation model, the two geographic areas were combined into one commercial banking segment. All prior period disclosures have been adjusted to conform to the new presentation.

10




The investment banking services segment consists of the operations of GMB, which provides middle-market companies with merger and acquisition advisory services, institutional private placements of debt and equity, and other strategic financial advisory services.

The investment advisory and trust segment consists of the operations of ACMG and CoBiz Trust (formerly CoBiz Private Asset Management). ACMG is an SEC-registered investment management firm that manages stock and bond portfolios for individuals and institutions. CoBiz Trust offers wealth management and investment advisory services, fiduciary (trust) services, and estate administration services.

The insurance segment includes the activities of FDL and CoBiz Insurance, Inc. FDL provides employee benefits consulting and brokerage, wealth transfer planning and preservation for high-net-worth individuals, and executive benefits and compensation planning. FDL represents individuals and companies in the acquisition of institutionally priced life insurance products to meet wealth transfer and business needs. Employee benefit services include assisting companies in creating and managing benefit programs such as medical, dental, vision, 401(k), disability, life and cafeteria plans. CoBiz Insurance, Inc. provides commercial and personal property and casualty insurance brokerage, as well as risk management consulting services to individuals and small and medium-sized businesses. The majority of the revenue for both FDL and CoBiz Insurance, Inc. is derived from insurance product sales and referrals, and are paid by third-party insurance carriers. Insurance commissions are normally calculated as a percentage of the premium paid by our clients to the insurance carrier, and are paid to us by the insurance carrier for distributing and servicing their insurance products.

Corporate support and other consists of activities that are not directly attributable to the other reportable segments. Included in this category are primarily the activities of the Leasing and Parent companies.

The financial information for each business segment reflects that information which is specifically identifiable or which is allocated based on an internal allocation method. Results of operations and selected financial information by operating segment are as follows (in thousands):

11




 

 

 

For the three months ended June 30, 2007

 

 

 

 

 

Investment

 

Investment

 

 

 

Corporate

 

 

 

 

 

Commercial

 

banking

 

advisory

 

 

 

support and

 

 

 

 

 

Banking

 

services

 

and trust

 

Insurance

 

other

 

Consolidated

 

Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

38,217

 

$

27

 

$

1

 

$

1

 

$

40

 

$

38,286

 

Total interest expense

 

15,174

 

 

 

1

 

1,406

 

16,581

 

Net interest income

 

23,043

 

27

 

1

 

 

(1,366

)

21,705

 

Provision for loan and credit losses

 

1,037

 

 

 

 

 

1,037

 

Net interest income after provision for loan losses

 

22,006

 

27

 

1

 

 

(1,366

)

20,668

 

Noninterest income

 

1,723

 

959

 

1,192

 

2,440

 

11

 

6,325

 

Noninterest expense

 

6,090

 

998

 

1,026

 

2,468

 

7,423

 

18,005

 

Income before income taxes

 

17,639

 

(12

)

167

 

(28

)

(8,778

)

8,988

 

Provision for income taxes

 

6,567

 

(2

)

86

 

(4

)

(3,319

)

3,328

 

Net income before management fees and overhead allocations

 

11,072

 

(10

)

81

 

(24

)

(5,459

)

5,660

 

Management fees and overhead allocations, net of tax

 

3,890

 

52

 

64

 

110

 

(4,116

)

 

Net income

 

$

7,182

 

$

(62

)

$

17

 

$

(134

)

$

(1,343

)

$

5,660

 

 

 

 

For the six months ended June 30, 2007

 

Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

74,494

 

$

66

 

$

1

 

$

2

 

$

80

 

$

74,643

 

Total interest expense

 

29,122

 

 

 

3

 

2,798

 

31,923

 

Net interest income

 

45,372

 

66

 

1

 

(1

)

(2,718

)

42,720

 

Provision for loan and credit losses

 

1,066

 

 

 

 

(29

)

1,037

 

Net interest income after provision for loan losses

 

44,306

 

66

 

1

 

(1

)

(2,689

)

41,683

 

Noninterest income

 

3,149

 

2,382

 

2,344

 

5,070

 

12

 

12,957

 

Noninterest expense

 

12,560

 

2,518

 

2,026

 

4,926

 

14,360

 

36,390

 

Income before income taxes

 

34,895

 

(70

)

319

 

143

 

(17,037

)

18,250

 

Provision for income taxes

 

12,896

 

(21

)

137

 

74

 

(6,379

)

6,707

 

Net income before management fees and overhead allocations

 

21,999

 

(49

)

182

 

69

 

(10,658

)

11,543

 

Management fees and overhead allocations, net of tax

 

7,633

 

96

 

121

 

215

 

(8,065

)

 

Net income

 

$

14,366

 

$

(145

)

$

61

 

$

(146

)

$

(2,593

)

$

11,543

 

 

 

 

At June 30, 2007

 

Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,241,895

 

$

7,522

 

$

6,199

 

$

22,207

 

$

2,289

 

$

2,280,112

 

Total gross loans

 

$

1,679,765

 

$

 

$

 

$

 

$

 

$

1,679,765

 

Total deposits and customer repurchase agreements

 

$

1,816,810

 

$

 

$

1,131

 

 

$

 

$

 

$

1,817,941

 

 

12




 

 

 

For the three months ended June 30, 2006

 

 

 

 

 

Investment

 

Investment

 

 

 

Corporate

 

 

 

 

 

Commercial

 

banking

 

advisory

 

 

 

support and

 

 

 

 

 

Banking

 

services

 

and trust

 

Insurance

 

other

 

Consolidated

 

Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

33,166

 

$

7

 

$

6

 

$

2

 

$

37

 

$

33,218

 

Total interest expense

 

12,315

 

 

 

 

1,341

 

13,656

 

Net interest income

 

20,851

 

7

 

6

 

2

 

(1,304

)

19,562

 

Provision for loan losses

 

687

 

 

 

 

 

687

 

Net interest income after provision for loan losses

 

20,164

 

7

 

6

 

2

 

(1,304

)

18,875

 

Noninterest income

 

1,496

 

1,908

 

1,042

 

2,766

 

7

 

7,219

 

Noninterest expense

 

4,804

 

1,324

 

925

 

2,634

 

7,125

 

16,812

 

Income before income taxes

 

16,856

 

591

 

123

 

134

 

(8,422

)

9,282

 

Provision for income taxes

 

6,362

 

235

 

53

 

67

 

(3,241

)

3,476

 

Net income before management fees and overhead allocations

 

10,494

 

356

 

70

 

67

 

(5,181

)

5,806

 

Management fees and overhead allocations, net of tax

 

3,810

 

39

 

45

 

81

 

(3,975

)

 

Net income

 

$

6,684

 

$

317

 

$

25

 

$

(14

)

$

(1,206

)

$

5,806

 

 

 

 

For the six months ended June 30, 2006

 

Income Statement

 

 

 

 

 

 

 

 

 

 

 

 

 

Total interest income

 

$

63,831

 

$

15

 

$

11

 

$

8

 

$

75

 

$

63,940

 

Total interest expense

 

22,942

 

 

 

 

2,577

 

25,519

 

Net interest income

 

40,889

 

15

 

11

 

8

 

(2,502

)

38,421

 

Provision for loan losses

 

1,123

 

 

 

 

(36

)

1,087

 

Net interest income after provision for loan losses

 

39,766

 

15

 

11

 

8

 

(2,466

)

37,334

 

Noninterest income

 

2,845

 

3,055

 

2,024

 

5,563

 

72

 

13,559

 

Noninterest expense

 

10,088

 

2,187

 

1,747

 

5,180

 

14,216

 

33,418

 

Income before income taxes

 

32,523

 

883

 

288

 

391

 

(16,610

)

17,475

 

Provision for income taxes

 

12,037

 

346

 

117

 

169

 

(6,280

)

6,389

 

Net income before management fees and overhead allocations

 

20,486

 

537

 

171

 

222

 

(10,330

)

11,086

 

Management fees and overhead allocations, net of tax

 

7,772

 

81

 

93

 

165

 

(8,111

)

 

Net income

 

$

12,714

 

$

456

 

$

78

 

$

57

 

$

(2,219

)

$

11,086

 

 

 

 

At June 30, 2006

 

Balance Sheet

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

2,055,749

 

$

8,010

 

$

5,919

 

$

21,441

 

$

4,044

 

$

2,095,163

 

Total gross loans

 

$

1,455,268

 

$

 

$

 

$

 

$

17

 

$

1,455,285

 

Total deposits and customer repurchase agreements

 

$

1,644,093

 

$

 

$

891

 

$

 

$

 

$

1,644,984

 

 

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

This discussion should be read in conjunction with our consolidated financial statements and notes thereto included in this Form 10-Q.  Certain terms used in this discussion are defined in the notes to these financial statements.  For a description of our accounting policies, see Note 1 of Notes to Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 2006. For a discussion of the segments included in our principal activities, see Note 10 to these financial statements.

13




Executive Summary

The Company is a financial holding company that offers a broad array of financial service products to its target market of small and medium-sized businesses and high-net-worth individuals. Our operating segments include our commercial banking franchise, Colorado Business Bank and Arizona Business Bank; investment banking services; investment advisory and trust services; and insurance services.

Earnings are derived primarily from our net interest income, which is interest income less interest expense, and our noninterest income earned from our fee-based business lines and banking service fees, offset by noninterest expense. As the majority of our assets are interest-earning and our liabilities are interest-bearing, changes in interest rates impact our net interest margin, the largest component of our operating revenue (which is defined as net interest income plus noninterest income). We manage our interest-earning assets and interest-bearing liabilities to reduce the impact of interest rate changes on our operating results. We have also focused on reducing our dependency on our net interest margin by increasing our noninterest income.

Our Company has focused on developing an organization with personnel, management systems and products that will allow us to compete effectively and position us for growth. The cost of this process relative to our size has been high. In addition, we have operated with excess capacity during the start-up phases of various projects. As a result, relatively high levels of noninterest expense have adversely affected our earnings over the past several years. Salaries and employee benefits comprised most of this overhead category. However, we believe that our compensation levels have allowed us to recruit and retain a highly qualified management team capable of implementing our business strategies. We believe our compensation policies, which include the granting of options to purchase common stock to many employees and the offering of an employee stock purchase plan, have highly motivated our employees and enhanced our ability to maintain customer loyalty and generate earnings.

Financial and Operational Highlights

·                  Net income for the three and six months ended June 30, 2007 was $5.7 million and $11.5 million respectively, compared to $5.8 million and $11.1 million for the same periods in 2006.

·                  Diluted earnings per share for the three and six months ended June 30, 2007 were $0.23 and $0.47, compared to $0.25 and $0.48 for the same periods in 2006.

·                  Net interest income on a tax-equivalent basis for the three and six months ended June 30, 2007 increased to $21.8 million and $43.0 million respectively, compared to $19.7 million and $38.7 million for the same periods in 2006.

·                  The net interest margin on a tax-equivalent basis was 4.32% and 4.35% for the three and six months ended June 30, 2007, respectively, compared to 4.20% and 4.22% for the same periods in 2006.

·                  Gross loans increased $135.3 million from December 31, 2006, or 17.7% on an annualized basis.

·                  Asset quality remained strong at the end of the second quarter, with non-performing assets as a percentage of total assets at 0.09%.

·                  Our quarterly dividend increased 17% to $0.07 per share.

14




·                  In April 2007, the Bank converted from a national bank charter to a state bank charter.  The change in charter is expected to reduce the dollar amount of our regulatory assessments.

·                  Our corporate name was changed to CoBiz Financial Inc. at our annual meeting in May and the new brand has begun rolling out our throughout each of our subsidiaries.  While the cost of the branding effort has increased operating expense in 2007, the unified presentation of our business will create synergies and cross-sell opportunities that will far outweigh any short-term costs.

·                  On July 19, 2007, our Board of Directors authorized a new share repurchase program for the repurchase of up to 5% of our outstanding stock.

Critical Accounting Policies

The Company’s discussion and analysis of its financial condition and results of operations are based upon the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. In making those critical accounting estimates, we are required to make assumptions about matters that are highly uncertain at the time of the estimate. Different estimates we could reasonably have used, or changes in the assumptions that could occur, could have a material effect on our financial condition or results of operations. A description of our critical accounting policies was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operation section of our Annual Report on Form 10-K for the year ended December 31, 2006. There have been no changes in our critical accounting policies and no other significant changes to the assumptions and estimates related to them.

Financial Condition

Total assets were $2.3 billion as of June 30, 2007, increasing $142.8 million and $167.7 million during the preceding three and six months, respectively. The increase in total assets is primarily due to growth in net loans which were funded approximately 68.5% by core deposit growth and 31.5% by wholesale borrowing sources.

Investments.  Investments increased $1.1 million from $438.9 million at December 31, 2006 to $440.0 million at June 30, 2007.   The Company manages its investment portfolio to provide interest income and to meet the collateral requirements for public deposits, our customer repurchase program and wholesale borrowings.  New investments purchased during the quarter were mainly in short-term government agency debentures.

Loans.  Gross loans increased by $135.3 million to $1.68 billion as of June 30, 2007, from $1.54 billion at December 31, 2006.  The increase in loans is primarily due to growth in our real estate construction and mortgage portfolios of $101.8 million and growth in commercial loans of $31.5 million.  Total loan growth since December 31, 2006 has been distributed approximately 35% and 65% between Colorado

15




and Arizona, respectively.

 

 

June 30, 2007

 

December 31, 2006

 

June 30, 2006

 

 

 

Amount

 

% of
Portfolio

 

Amount

 

% of
Portfolio

 

Amount

 

% of
Portfolio

 

LOANS

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

$

513,817

 

30.9

%

$

482,309

 

31.6

%

$

423,620

 

29.5

%

Real Estate - mortgage

 

788,212

 

47.5

%

698,951

 

45.8

%

718,099

 

49.9

%

Real Estate - construction

 

305,525

 

18.4

%

292,952

 

19.2

%

236,952

 

16.5

%

Consumer

 

58,749

 

3.5

%

57,990

 

3.8

%

62,869

 

4.4

%

Other

 

13,462

 

0.8

%

12,258

 

0.8

%

13,745

 

1.0

%

Gross loans

 

1,679,765

 

101.1

%

1,544,460

 

101.2

%

1,455,285

 

101.2

%

Less allowance for loan losses

 

(18,858

)

(1.1

)%

(17,871

)

(1.2

)%

(17,268

)

(1.2

)%

Net loans

 

$

1,660,907

 

100.0

%

$

1,526,589

 

100.0

%

$

1,438,017

 

100.0

%

 

Goodwill.  Goodwill increased by $0.3 million to $39.8 million as of June 30, 2007, from $39.5 million as of December 31, 2006. The increase was due to additional purchase price consideration paid to the former owners of Financial Designs, Ltd. under the terms of an earn-out agreement for the year-ended December 31, 2006.

Accrued Interest Receivable.  Accrued interest receivable increased $0.7 million to $10.4 million at June 30, 2007, from $9.7 million at December 31, 2006.  The increase was primarily related to the growth in our investment portfolio and accrued interest included with securities purchased at the end of the quarter.

Deferred Income Taxes.  Deferred income taxes increased $0.8 million to $8.5 million at June 30, 2007, from $7.7 million at December 31, 2006.  The increase was primarily related to the $0.4 million tax effect of the provision for loan losses and $0.3 million tax effect of stock options and SERP liabilities deductible in future periods.

Other Assets.  Other Assets increased $0.7 million to $14.6 million at June 30, 2007, from $13.8 million at December 31, 2006. The increase was primarily comprised of a $1.1 million contribution to an unconsolidated investment fund in which the Company is a limited partner and a $0.4 million increase in prepaid expenses, offset by a $0.8 million decrease in other miscellaneous assets.

Deposits.  Deposits increased by $97.3 million to $1.6 billion as of June 30, 2007, from $1.5 billion as of December 31, 2006. The increase in deposits was driven in part by increases in Certificates of Deposit (“CD”) under $100,000, which increased by $40.5 million since December 31, 2006, offset by a $7.3 million decrease in non-brokered CD’s greater than $100,000.  The increase in deposits was also impacted by the utilization of brokered CD’s as an additional wholesale funding source.  Wholesale CDs are a beneficial funding source as they do not have the collateral requirements that other traditional funding sources may require.  As of June 30, 2007, the Company increased its brokered CDs by $33.6 million to $120.0 million, compared with $86.4 at December 31, 2006.  Core-deposit growth continues to be a challenge due to competition from other banks and financial service providers.  To address this challenge, the Company introduced a banker incentive plan in 2007 designed to reward growth in the non-interest bearing deposit portfolio.

16




 

 

 

June 30, 2007

 

December 31, 2006

 

June 30, 2006

 

 

 

 

 

% of

 

 

 

% of 

 

 

 

% of

 

 

 

Amount

 

Portfolio

 

Amount

 

Portfolio

 

Amount

 

Portfolio

 

DEPOSITS AND CUSTOMER REPURCHASE AGREEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market accounts

 

$

587,272

 

32.3

%

$

566,849

 

33.3

%

$

513,965

 

31.2

%

Savings

 

11,290

 

0.6

%

10,740

 

0.6

%

7,985

 

0.5

%

Certificates of deposits under $100,000

 

127,882

 

7.0

%

87,366

 

5.1

%

80,500

 

4.9

%

Certificates of deposits $100,000 and over

 

387,497

 

21.3

%

361,138

 

21.2

%

381,324

 

23.2

%

Total interest-bearing deposits

 

1,113,941

 

61.3

%

1,026,093

 

60.2

%

983,774

 

59.8

%

Noninterest-bearing demand deposits

 

459,743

 

25.3

%

450,244

 

26.4

%

425,080

 

25.8

%

Customer repurchase agreements

 

244,257

 

13.4

%

227,617

 

13.4

%

236,130

 

14.4

%

Total deposits and customer repurchase agreements

 

$

1,817,941

 

100.0

%

$

1,703,954

 

100.0

%

$

1,644,984

 

100.0

%

 

Securities Sold Under Agreements to Repurchase.  Securities sold under agreements to repurchase increased $16.6 million to $244.3 million at June 30, 2007, from $227.6 million at December 31, 2006.  Securities sold under agreement to repurchase are represented by two types, customer repurchase agreements and street repurchase agreements.  Management does not consider customer repurchase agreements to be a wholesale funding source, but rather an additional treasury management service provided to our customer base.  As of June 30, 2007 and December 31, 2006, all of our repurchase agreements were transacted on behalf of our customers.  Our customer repurchase agreements are based on an overnight investment sweep that can fluctuate based on our customers’ operating account balances.

Other Short-Term Borrowings.  Other short-term borrowings increased $17.9 million to $170.1 million at June 30, 2007, from $152.2 million at December 31, 2006.  Other short-term borrowings consist of federal funds purchased, overnight and term borrowings from the Federal Home Loan Bank (FHLB), and short term borrowings from the U.S. Treasury.  Other short-term borrowings and street repurchase agreements are used as part of our liquidity management strategy and can fluctuate based on the Company’s cash position.  The Company’s wholesale funding needs are largely dependent on core deposit levels, which have proven to be more volatile due to increased competition and rising rates.  If we are unable to maintain deposit balances at a level sufficient to fund our asset growth, our composition of interest-bearing liabilities will shift toward additional wholesale funds, which typically have a higher interest cost than our core deposits.

Accrued Interest and Other Liabilities.  Accrued interest and other liabilities increased $2.8 million to $24.2 million at June 30, 2007, from $21.4 million at December 31, 2006.  The increase was primarily driven by a $5.4 million investment security purchase payable settling after quarter end and a $1.0 million increase in taxes payable.  These increases were offset by a net $3.0 million decrease in accrued bonus, accrued compensation and benefits.  Other significant changes include a $0.8 decrease in the fair market value of derivative liabilities and a $0.2 increase in accrued interest and other miscellaneous liabilities.

Results of Operations

Overview

The following table presents the condensed statements of income for the three and six months ended June 30, 2007 and 2006.

17




               

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

 

 

 

 

Increase/(decrease)

 

 

 

 

 

Increase/(decrease)

 

 

 

2007

 

2006

 

Amount

 

%

 

2007

 

2006

 

Amount

 

%

 

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Income

 

$

38,286

 

$

33,218

 

$

5,068

 

15.3

%

$

74,643

 

$

63,940

 

$

10,703

 

16.7

%

Interest Expense

 

16,581

 

13,656

 

2,925

 

21.4

%

31,923

 

25,519

 

6,404

 

25.1

%

NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES

 

21,705

 

19,562

 

2,143

 

11.0

%

42,720

 

38,421

 

4,299

 

11.2

%

Provision for loan losses

 

1,037

 

687

 

350

 

50.9

%

1,037

 

1,087

 

(50

)

-4.6

%

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES

 

20,668

 

18,875

 

1,793

 

9.5

%

41,683

 

37,334

 

4,349

 

11.6

%

Noninterest Income

 

6,325

 

7,219

 

(894

)

-12.4

%

12,957

 

13,559

 

(602

)

-4.4

%

Noninterest Expense

 

18,005

 

16,812

 

1,193

 

7.1

%

36,390

 

33,418

 

2,972

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

INCOME BEFORE INCOME TAXES

 

8,988

 

9,282

 

(294

)

-3.2

%

18,250

 

17,475

 

775

 

4.4

%

Provision for income taxes

 

3,328

 

3,476

 

(148

)

-4.3

%

6,707

 

6,389

 

318

 

5.0

%

NET INCOME

 

$

5,660

 

$

5,806

 

$

(146

)

-2.5

%

$

11,543

 

$

11,086

 

$

457

 

4.1

%

 

Annualized return on average assets for the three and six months ended June 30, 2007 was 1.04% and 1.08%, respectively, compared to 1.15% and 1.12% for the same periods in 2006.  Annualized return on average common shareholders’ equity for the three and six months ended June 30, 2007 was 11.74% and 12.43%, compared to 16.25% and 15.84% for the same periods in 2006.  The decrease in our return on average equity ratio is primarily the result of the common equity raise completed in January 2007 that increased equity by $19.3 million. The growth in equity was impacted not only by the equity raise, but also by the issuance of stock for option exercises and earn-out arrangements as well as fluctuations in the market values of our available for sale investments and cash flow hedges.

Net Interest Income.  The largest component of our net income is our net interest income. Net interest income is the difference between interest income, principally from loans and investment securities, and interest expense, principally on customer deposits and borrowings. Changes in net interest income result from changes in volume, net interest spread and net interest margin. Volume refers to the average dollar levels of interest-earning assets and interest-bearing liabilities. Net interest spread refers to the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities. Net interest margin refers to net interest income divided by average interest-earning assets and is influenced by the level and relative mix of interest-earning assets and interest-bearing liabilities.

As the majority of our assets are interest-earning and our liabilities are interest-bearing, changes in interest rates may impact our net interest margin. Rising short-term rates and the flattening of the yield curve has compressed interest rate spreads and dampened expansion of the net interest margin as our wholesale borrowing costs increase and our ability to raise lending rates is limited. The Federal Open Markets Committee (“FOMC”) uses the fed funds rate, which is the interest rate used by banks to lend to each other, to influence interest rates and the economy. Changes in the fed funds rate have a direct correlation to changes in the prime rate, the underlying index for most of the variable rate loans issued by the Company.

The following tables set forth the average amounts outstanding for each category of interest-earning assets and interest-bearing liabilities, the interest earned or paid on such amounts, and the average rate earned or paid for the three and six months ended June 30, 2007 and 2006.

18




 

 

 

For the quarter ended June 30,

 

 

 

 

 

2007

 

 

 

 

 

2006

 

 

 

 

 

 

 

Interest

 

Average

 

 

 

Interest

 

Average

 

 

 

Average

 

earned

 

yield

 

Average

 

earned

 

yield

 

 

 

Balance

 

or paid

 

or cost (1)

 

Balance

 

or paid

 

or cost (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other

 

$

5,946

 

$

122

 

8.12

%

$

5,795

 

$

96

 

6.55

%

Investment securities (2)

 

425,068

 

5,420

 

5.04

%

478,292

 

5,423

 

4.49

%

Loans (2), (3)

 

1,617,030

 

32,883

 

8.04

%

1,414,269

 

27,828

 

7.78

%

Allowance for loan losses

 

(18,255

)

 

 

 

 

(16,923

)

 

 

 

 

Total interest earning assets

 

2,029,789

 

38,425

 

7.49

%

1,881,433

 

33,347

 

7.01

%

Noninterest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

47,872

 

 

 

 

 

47,977

 

 

 

 

 

Other

 

106,587

 

 

 

 

 

103,695

 

 

 

 

 

Total assets

 

$

2,184,248

 

 

 

 

 

$

2,033,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market deposits

 

$

561,376

 

$

4,546

 

3.25

%

$

526,791

 

$

3,494

 

2.66

%

Savings deposits

 

11,320

 

50

 

1.77

%

8,106

 

15

 

0.74

%

Certificates of deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Under $100,000

 

119,583

 

1,448

 

4.86

%

82,092

 

809

 

3.95

%

$100,000 and over

 

371,179

 

4,637

 

5.01

%

349,536

 

3,776

 

4.33

%

Total Interest-bearing deposits

 

1,063,458

 

10,681

 

4.03

%

966,525

 

8,094

 

3.36

%

Other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold under agreements to repurchase and other short-term borrowings

 

406,025

 

4,491

 

4.38

%

401,369

 

4,219

 

4.16

%

Junior subordinated debentures

 

72,166

 

1,409

 

7.72

%

72,166

 

1,343

 

7.36

%

Total interest-bearing liabilities

 

1,541,649

 

16,581

 

4.29

%

1,440,060

 

13,656

 

3.78

%

Noninterest-bearing demand accounts

 

431,562

 

 

 

 

 

433,931

 

 

 

 

 

Total deposits and interest-bearing liabilities

 

1,973,211

 

 

 

 

 

1,873,991

 

 

 

 

 

Other noninterest-bearing liabilities

 

17,599

 

 

 

 

 

15,827

 

 

 

 

 

Total liabilities and preferred securities

 

1,990,810

 

 

 

 

 

1,889,818

 

 

 

 

 

Shareholders’ equity

 

193,438

 

 

 

 

 

143,287

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,184,248

 

 

 

 

 

$

2,033,105

 

 

 

 

 

Net interest income

 

 

 

$

21,844

 

 

 

 

 

$

19,691

 

 

 

Net interest spread

 

 

 

 

 

3.20

%

 

 

 

 

3.23

%

Net interest margin

 

 

 

 

 

4.32

%

 

 

 

 

4.20

%

Ratio of average interest-earning assets to average interest-bearing liabilities

 

131.66

%

 

 

 

 

130.65

%

 

 

 

 

 

19




 

 

 

For the six months ended June 30,

 

 

 

 

 

2007

 

 

 

 

 

2006

 

 

 

 

 

 

 

Interest

 

Average

 

 

 

Interest

 

Average

 

 

 

Average

 

earned

 

yield

 

Average

 

earned

 

yield

 

 

 

Balance

 

or paid

 

or cost (1)

 

Balance

 

or paid

 

or cost (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other

 

$

6,118

 

$

238

 

7.84

%

$

5,873

 

$

177

 

6.08

%

Investment securities (2)

 

419,689

 

10,745

 

5.16

%

469,118

 

10,397

 

4.47

%

Loans (2), (3)

 

1,587,569

 

63,951

 

8.12

%

1,390,311

 

53,620

 

7.78

%

Allowance for loan losses

 

(18,119

)

 

 

 

 

(17,071

)

 

 

 

 

Total interest earning assets

 

1,995,257

 

74,934

 

7.57

%

1,848,231

 

64,194

 

7.00

%

Noninterest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

47,327

 

 

 

 

 

47,539

 

 

 

 

 

Other

 

107,691

 

 

 

 

 

101,632

 

 

 

 

 

Total assets

 

$

2,150,275

 

 

 

 

 

$

1,997,402

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market deposits

 

$

558,537

 

$

8,765

 

3.16

%

$

511,434

 

$

6,424

 

2.53

%

Savings deposits

 

11,211

 

93

 

1.67

%

8,321

 

29

 

0.70

%

Certificates of deposits

 

 

 

 

 

 

 

 

 

 

 

 

 

Under $100,000

 

106,911

 

2,524

 

4.76

%

81,130

 

1,521

 

3.78

%

$100,000 and over

 

353,696

 

8,724

 

4.97

%

326,564

 

6,643

 

4.10

%

Total Interest-bearing deposits

 

1,030,355

 

20,106

 

3.94

%

927,449

 

14,617

 

3.18

%

Other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold under agreements to repurchase and other short-term borrowings

 

409,111

 

9,013

 

4.44

%

414,320

 

8,318

 

4.05

%

Junior subordinated debentures

 

72,166

 

2,804

 

7.84

%

72,166

 

2,584

 

7.22

%

Total interest-bearing liabilities

 

1,511,632

 

31,923

 

4.26

%

1,413,935

 

25,519

 

3.64

%

Noninterest-bearing demand accounts

 

433,447

 

 

 

 

 

427,698

 

 

 

 

 

Total deposits and interest-bearing liabilities

 

1,945,079

 

 

 

 

 

1,841,633

 

 

 

 

 

Other noninterest-bearing liabilities

 

17,997

 

 

 

 

 

14,669

 

 

 

 

 

Total liabilities and preferred securities

 

1,963,076

 

 

 

 

 

1,856,302

 

 

 

 

 

Shareholders’ equity

 

187,199

 

 

 

 

 

141,100

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

2,150,275

 

 

 

 

 

$

1,997,402

 

 

 

 

 

Net interest income

 

 

 

$

43,011

 

 

 

 

 

$

38,675

 

 

 

Net interest spread

 

 

 

 

 

3.31

%

 

 

 

 

3.36

%

Net interest margin

 

 

 

 

 

4.35

%

 

 

 

 

4.22

%

Ratio of average interest-earning assets to average interest-bearing liabilities

 

131.99

%

 

 

 

 

130.72

%

 

 

 

 

 


(1)                                  Average yield or cost for the three and six months ended June 30, 2007 and 2006 has been annualized and is not necessarily indicative of results for the entire year.

(2)                                  Yields include adjustments for tax-exempt interest income based on the Company’s effective tax rate.

(3)                                  Loan fees included in interest income are not material.  Nonaccrual loans are included in average loans outstanding.

The increase in net interest income on a tax-equivalent basis for the three and six months ended June 30, 2007 was driven by an increase in the average volume of our loan portfolio, which increased $202.8 million and $197.3 million for the three and six month periods of 2007, respectively.  Interest rate changes did not materially impact net interest income, as increased expense on our interest-bearing liabilities was primarily offset by increased interest on our interest-earning assets.

The following table illustrates, for the periods indicated, the changes in the levels of interest income and interest expense attributable to changes in volume or rate.  Changes in net interest income due to both volume and rate have been included in the changes due to rate column.

20




 

 

 

Three months ended June 30, 2007

 

Six months ended June 30, 2007

 

 

 

compared with

 

compared with

 

 

 

three months ended June 30, 2006

 

six months ended June 30, 2006

 

 

 

Increase (decrease)

 

 

 

Increase (decrease)

 

 

 

 

 

in net interest income

 

 

 

in net interest income

 

 

 

 

 

due to changes in

 

 

 

due to changes in

 

 

 

 

 

Volume

 

Rate

 

Total

 

Volume

 

Rate

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Federal funds sold and other

 

$

3

 

$

23

 

$

26

 

$

10

 

$

51

 

$

61

 

Investment securities

 

(669

)

666

 

(3

)

(1,265

)

1,613

 

348

 

Loans and leases

 

4,123

 

932

 

5,055

 

7,946

 

2,385

 

10,331

 

Total interest earning assets

 

3,457

 

1,621

 

5,078

 

6,690

 

4,050

 

10,740

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

NOW and money market deposits

 

280

 

772

 

1,052

 

739

 

1,602

 

2,341

 

Savings deposits

 

14

 

21

 

35

 

24

 

40

 

64

 

Certificates of deposits

 

0

 

0

 

 

 

 

 

 

 

 

 

Under $100,000

 

454

 

185

 

639

 

609

 

394

 

1,003

 

$100,000 and over

 

270

 

591

 

861

 

669

 

1,412

 

2,081

 

Other borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities sold under agreements to repurchase and other short term borrowings

 

51

 

221

 

272

 

(115

)

810

 

695

 

Junior subordinated debentures

 

 

66

 

66

 

 

220

 

220

 

Total interest-bearing liabilities

 

1,070

 

1,855

 

2,925

 

1,926

 

4,478

 

6,404

 

Net increase (decrease) in net interest income

 

$

2,387

 

$

(234

)

$

2,153

 

$

4,764

 

$

(428

)

$

4,336

 

 

Our net interest income is driven almost exclusively by our core banking franchise.  Future increases in net interest income will primarily come by increasing our loan and investment portfolios, offset by the cost of funds from growth in our deposit portfolio and other funding sources.  We expect to continue augmenting the organic growth from our existing banks with the addition of new de novo banks in Arizona and Colorado as qualified bank presidents are identified.

Noninterest Income

The following table presents noninterest income for the three and six months ended June 30, 2007 and 2006 (dollars in thousands):

 

 

Quarter ended June 30,

 

Six months ended June 30,

 

 

 

 

 

 

 

Increase/(decrease)

 

 

 

 

 

Increase/(decrease)

 

 

 

2007

 

2006

 

Amount

 

%

 

2007

 

2006

 

Amount

 

%

 

NON-INTEREST INCOME

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposit service charges

 

$

744

 

$

717

 

$

27

 

4

%

$

1,428

 

$

1,425

 

$

3

 

0

%

Other loan fees

 

151

 

197

 

(46

)

(23

)%

335

 

369

 

(34

)

(9

)%

Investment advisory and trust income

 

1,192

 

1,042

 

150

 

14

%

2,344

 

2,024

 

320

 

16

%

Insurance income

 

2,440

 

2,766

 

(326

)

(12

)%

5,070

 

5,563

 

(493

)

(9

)%

Investment banking income

 

959

 

1,908

 

(949

)

(50

)%

2,382

 

3,055

 

(673

)

(22

)%

Other income

 

839

 

589

 

250

 

42

%

1,398

 

1,123

 

275

 

24

%

Total noninterest income

 

$

6,325

 

$

7,219

 

$

(894

)

(12

)%

$

12,957

 

$

13,559

 

$

(602

)

(4

)%

 

Noninterest income includes revenues earned from sources other than interest income.  These sources include:  service charges and fees on deposit accounts, letter of credit and ancillary loan fees, income from investment advisory and trust services, income from life insurance and wealth transfer products, benefits brokerage, property and casualty insurance, retainer and success fees from investment banking engagements, and increases in the cash surrender value of bank-owned life insurance.

Deposit Service Charges.  Deposit service charges primarily consist of fees earned from our treasury management services where customers are billed for deposits on analysis.  Customers are given the option to pay for these services in cash or by offsetting the fees for these services against an earnings

21




credit that is given for maintaining noninterest-bearing deposits. Fees earned from treasury management services will fluctuate based on the number of customers using the services and from changes in U.S. Treasury rates which are used as a benchmark for the earnings credit rate.  Other miscellaneous deposit charges are transactional by nature and may not be consistent period-over-period.

Investment Advisory and Trust Income.   Investment advisory and trust income for the three and six months ended June 30, 2007 increased due to an increase in the overall assets under management from June 30, 2006 to June 30, 2007.  As of June 30, 2007, ACMG and CoBiz Trust had a combined $721.5 million in discretionary assets under management, a 30.1% increase over June 30, 2006, and $167.0 million in non-discretionary assets under management, a 21.9% increase over June 30, 2006.   In January 2007, the Company hired two business development officers to lead the Company’s trust function. The benefit from hiring these officers is already being realized, as total discretionary and non-discretionary assets under management for the trust division at the end of June 30, 2007, increased at an annualized rate of 58.8% during the first six months of 2007.

Insurance Income.  Insurance income is derived from three main areas, wealth transfer, benefits consulting and property and casualty.  The majority of fees earned on wealth transfer transactions are earned at the inception of the product offering in the form of commissions.  As the fees on these products are transactional by nature, fee income can fluctuate from period-to-period based on the number of transactions that have been closed.  Revenue from benefits consulting and property and casualty is a more recurring revenue source.

For the three and six months ended on June 30, 2007 and 2006, revenue earned from the Insurance segment is comprised of the following:

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Wealth transfer and executive compensation

 

38.13

%

48.21

%

45.08

%

49.21

%

Benefits consulting

 

32.86

%

27.13

%

30.77

%

26.12

%

Property and casualty

 

25.51

%

22.01

%

21.06

%

21.99

%

Fee income

 

3.50

%

2.65

%

3.09

%

2.68

%

 

 

100.00

%

100.00

%

100.00

%

100.00

%

 

Investment Banking Income.  Investment banking income includes retainer fees which are recognized over the expected term of the engagement and success fees which are recognized when the transaction is completed and collectibility of fees is reasonably assured.  Investment banking income is transactional by nature and will fluctuate based on the number of clients engaged and transactions successfully closed.  The decrease in revenue for the second quarter of 2007 and first half of 2007 compared to the same periods in 2006 was due primarily to the size of deals closed in 2006, with one deal accounting for $1.6 million in revenue.

Other Income.  Other income is comprised of increases in the cash surrender value of BOLI, earnings on equity method investments, merchant charges, bankcard fees, wire transfer fees, foreign exchange fees, and safe deposit income.  The increase in other income for 2007 compared to 2006 was primarily due to an increase in earnings from equity investments, which increased $0.3 million and $0.2 million for the three and six months ended June 30, 2007, respectively, compared to the same periods in 2006.

22




Noninterest Expense

The following table presents noninterest expense for the three and six months ended June 30, 2007 and 2006 (dollars in thousands):

 

 

Quarter ended June 30,

 

Six months ended June 30,

 

 

 

 

 

 

 

Increase/(decrease)

 

 

 

 

 

Increase/(decrease)

 

 

 

2007

 

2006

 

Amount

 

%

 

2007

 

2006

 

Amount

 

%

 

NON-INTEREST EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

11,587

 

$

10,965

 

$

622

 

6

%

$

23,753

 

$

21,820

 

$

1,933

 

9

%

Stock based compensation expense

 

428

 

242

 

186

 

77

%

708

 

544

 

164

 

30

%

Occupancy expenses, premises and equipment

 

2,845

 

2,844

 

1

 

0

%

5,675

 

5,556

 

119

 

2

%

Amortization of intangibles

 

118

 

118

 

0

 

0

%

237

 

238

 

(1

)

(0

)%

Other operating expenses

 

3,027

 

2,643

 

384

 

15

%

6,017

 

5,260

 

757

 

14

%

Total noninterest expenses

 

$

18,005

 

$

16,812

 

$

1,193

 

7

%

$

36,390

 

$

33,418

 

$

2,972

 

9

%

 

Salaries and Employee Benefits.  Salaries and employee benefits for the three and six months ended June 30, 2007 have increased primarily due to the growth of our full time equivalent employee base.  The increase is due in part to higher staffing levels to accommodate our growth and annual merit increases awarded as of January 1, 2007, that averaged 4.38%. As of June 30, 2007 the Company employed 478 full-time-equivalent employees, compared to 456 a year earlier. The Company made significant progress in the recruitment of business development officers in the latter half of 2006 and early 2007, increasing compensation expense though the beneficial revenue impact has yet to be fully realized.

Stock-based Compensation. The Company adopted SFAS 123(R) on January 1, 2006, which requires us to recognize compensation costs for the grant-date fair value of awards issued after the adoption date and for the portion of awards for which the requisite service period had not previously been rendered. Prior to 2006, the Company applied the intrinsic value method of measuring compensation costs which did not trigger expense recognition in prior periods. The Company uses stock-based compensation to retain existing employees, recruit new employees and is considered an important part of overall compensation. The Company expects to continue using stock-based compensation in the future.

Occupancy Costs.  Occupancy costs consist primarily of rent, depreciation, utilities, property taxes and insurance. Occupancy costs for the 2007 have remained relatively stable when compared to the same periods in 2006, as the majority of our de novo locations were in place during 2006. The slight increase for the first half of 2007 is primarily due to depreciation from the expansion of existing locations, increases in common area management charges and increases in rent for leases that escalate periodically based on the Consumer Price Index.

Other Operating Expenses.  Other operating expenses consist primarily of business development expenses (meals, entertainment and travel), charitable donations, professional services (auditing, legal, marketing and courier), regulatory assessments, net gains and losses on sales of other assets and security write-downs, and provision expense for off-balance sheet commitments. The increase in other operating expenses for the three months ended June 30, 2007, over the same period in 2006 was primarily attributed to a $0.4 million increase in professional services and $0.2 million in losses on called securities, offset by a $0.2 million decrease in provision for credit losses on off-balance sheet commitments.  The increase in other operating expenses for the six months ended June 30, 2007, over the same period in 2006 was primarily attributed to a $0.5 million increase in professional services and $0.3 million in losses on called securities.

23




Provision and Allowance for Loan and Credit Losses

The provision for loan and credit losses was $1.0 million for the three and six months ended June 30, 2007, compared to $0.7 million and $1.1 million for the same periods in 2006.  As of June 30, 2007, the allowance for loan and credit losses amounted to 1.16% of total loans, compared to 1.23% at June 30, 2006.  Key indicators of asset quality have remained favorable, while average outstanding loan amounts have increased.

For the first half of 2007, the Company had net charge-offs of $50,000 compared with net charge-offs of $148,000 for the first half of 2006.  The Company’s percentage of non-performing assets to total assets increased during the first half of 2007 to 9 basis points (0.09%) versus 4 basis points (0.04%) a year earlier.

The allowance for loan losses represents management’s recognition of the risks of extending credit and its evaluation of the quality of the loan portfolio.  The allowance is maintained to provide for probable losses related to specifically identified loans and for losses inherent in the loan portfolio that have been incurred as of the balance sheet date.  The allowance is based on various factors affecting the loan portfolio, including a review of problem loans, business conditions, historical loss experience, evaluation of the quality of the underlying collateral, and holding and disposal costs.  The allowance is increased by additional charges to operating income and reduced by loans charged off, net of recoveries.

The allowance for credit losses represents management’s recognition of a separate reserve for off-balance sheet loan commitments and letters of credit.  While the allowance for loan losses is recorded as a contra-asset to the loan portfolio on the consolidated balance sheet, the allowance for credit losses is recorded in Accrued Interest and Other Liabilities in the accompanying consolidated balance sheet.  Although the allowances are presented separately on the balance sheet, any losses incurred from credit losses would be reported as a charge-off in the allowance for loan losses, since any loss would be recorded after the off-balance sheet commitment had been funded.  Due to the relationship of these allowances as extensions of credit underwritten through a comprehensive risk analysis, information on both the allowance for loan and credit losses positions is presented in the following table.

24




 

 

 

Six months ended

 

Year ended

 

Six months ended

 

 

 

June 30, 2007

 

December 31, 2006

 

June 30, 2006

 

 

 

(dollars in thousands)

 

 

 

 

 

 

 

 

 

Allowance for loan losses at beginning of period

 

$

17,871

 

$

16,906

 

$

16,906

 

Charge-offs:

 

 

 

 

 

 

 

Commercial

 

(67

)

(278

)

(227

)

Consumer

 

(16

)

(34

)

(25

)

Other

 

 

(8

)

 

 

 

 

 

 

 

 

 

Total charge-offs

 

(83

)

(320

)

(252

)

Recoveries:

 

 

 

 

 

 

 

Commercial

 

23

 

487

 

104

 

Real estate — mortgage

 

 

25

 

 

Consumer

 

7

 

7

 

 

Other

 

3

 

 

 

 

 

 

 

 

 

 

 

Total recoveries

 

33

 

519

 

104

 

Net (charge-offs) recoveries

 

(50

)

199

 

(148

)

Provisions for loan losses charged to operations

 

1,037

 

766

 

510

 

Allowance for loan losses at end of period

 

$

18,858

 

$

17,871

 

$

17,268

 

 

 

 

 

 

 

 

 

Allowance for credit losses at beginning of period

 

$

576

 

$

 

$

 

Provisions for credit losses charged to operations

 

 

576

 

576

 

Allowance for credit losses at end of period

 

$

576

 

$

576

 

$

576

 

 

 

 

 

 

 

 

 

Combined allowance for loan and credit losses at end of period

 

$

19,434

 

$

18,447

 

$

17,844

 

 

 

 

 

 

 

 

 

Combined provision for loan and credit losses

 

$

1,037

 

$

1,342

 

$

1,086

 

 

 

 

 

 

 

 

 

Ratio of net (charge-offs) recoveries to average loans (1)

 

0.01

%

0.01

%

(0.02

)%

Average loans outstanding during the period

 

$

1,587,569

 

$

1,446,964

 

$

1,390,311

 

 


(1)  The ratios for the six months ended June 30, 2007 and 2006 have been annualized and are not necessarily indicative of the results for the entire year.

Nonperforming Assets

Nonperforming assets consist of nonaccrual loans, restructured loans, past due loans, repossessed assets, and other real estate owned.  The following table presents information regarding nonperforming assets as of the dates indicated:

25




 

 

At June 30,

 

At December 31,

 

At June 30,

 

 

 

2007

 

2006

 

2006

 

 

 

(dollars in thousands)

 

Nonperforming Loans

 

 

 

 

 

 

 

Loans 90 days or more delinquent and still accruing

 

$

 

$

990

 

$

175

 

Nonaccrual loans

 

2,096

 

335

 

686

 

Total nonperforming loans

 

2,096

 

1,325

 

861

 

Repossessed assets

 

 

 

0

 

Total nonperforming assets

 

$

2,096

 

$

1,325

 

$

861

 

Allowance for loan and credit losses

 

$

19,434

 

$

18,447

 

$

17,844

 

 

 

 

 

 

 

 

 

Ratio of nonperforming assets to total assets

 

0.09

%

0.06

%

0.04

%

Ratio of nonperforming loans to total loans

 

0.12

%

0.09

%

0.06

%

Ratio of allowance for loan and credit losses to total loans

 

1.16

%

1.19

%

1.23

%

Ratio of allowance for loan and credit losses to nonperforming loans

 

927.19

%

1392.30

%

2072.47

%

 

Contractual Obligations and Commitments

Summarized below are the Company’s contractual obligations (excluding deposit liabilities) to make future payments as of June 30, 2007:

 

 

 

 

After one

 

After three

 

 

 

 

 

 

 

Within

 

but within

 

but within

 

After

 

 

 

 

 

one year

 

three years

 

five years

 

five years

 

Total

 

 

 

(dollars in thousands)

 

Federal funds purchased

 

$

35,108

 

$

 

$

 

$

 

$

35,108

 

TIO funds

 

10,000

 

 

 

 

10,000

 

FHLB overnight funds purchased

 

65,000

 

 

 

 

65,000

 

Repurchase agreements

 

244,257

 

 

 

 

244,257

 

FHLB advances

 

60,000

 

 

 

 

60,000

 

Junior subordinated debentures

 

 

 

 

72,166

 

72,166

 

Operating lease obligations

 

4,729

 

8,582

 

5,142

 

3,541

 

21,993

 

 

 

 

 

 

 

 

 

 

 

 

 

Total contractual obligations

 

$

419,094

 

$

8,582

 

$

5,142

 

$

75,707

 

$

508,524

 

 

The Company has employed a strategy to expand its offering of fee-based products through the acquisition of entities that complement its business model.  We will often structure the purchase price of an acquired entity to include an earn-out, which is a contingent payment based on achieving future performance levels. Given the uncertainty of today’s economic climate and the performance challenges it creates for companies, we feel that the use of earn-outs in acquisitions is an effective method to bridge the expectation gap between a buyer’s caution and a seller’s optimism. Earn-outs help to protect buyers from paying a full valuation up-front without the assurance of the acquisition’s performance, while  allowing sellers to participate in the full value of the company provided the anticipated performance does occur.  Since the earn-out payments are determined based on the acquired company’s performance during the earn-out period, the total payments to be made are not known at the time of the acquisition.  The Company has committed to make additional earn-out payments to the former shareholders of FDL based on earnings performance.

26




The contractual amount of the Company’s financial instruments with off-balance sheet risk expiring by period at June 30, 2007, is presented below:

 

 

 

 

After one

 

After three

 

 

 

 

 

 

 

Within

 

but within

 

but within

 

After

 

 

 

 

 

one year

 

three years

 

five years

 

five years

 

Total

 

 

 

(dollars in thousands)

 

Unfunded loan commitments

 

$

447,243

 

$

262,731

 

$

22,025

 

$

6,385

 

$

738,384

 

Standby letters of credit

 

50,959

 

4,559

 

1,063

 

 

56,581

 

Commercial letters of credit

 

4,996

 

3,799

 

 

 

8,795

 

Unfunded commitments for unconsolidated investments

 

3,951

 

 

 

 

3,951

 

Company guarantees

 

928

 

 

 

 

928

 

 

 

 

 

 

 

 

 

 

 

 

 

Total commitments

 

$

508,077

 

$

271,089

 

$

23,088

 

$

6,385

 

$

808,639

 

 

The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the liquidity, credit enhancement, and financing needs of its customers.  These financial instruments include legally binding commitments to extend credit and standby letters of credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheet.  Credit risk is the principal risk associated with these instruments.  The contractual amounts of these instruments represent the amount of credit risk should the instruments be fully drawn upon and the customer defaults.

To control the credit risk associated with entering into commitments and issuing letters of credit, the Company uses the same credit quality, collateral policies, and monitoring controls in making commitments and letters of credit as it does with its lending activities.  The Company evaluates each customer’s creditworthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation.

Legally binding commitments to extend credit are agreements to lend to a customer as long as 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.  Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Standby letters of credit obligate the Company to meet certain financial obligations of its customers if, under the contractual terms of the agreement, the customers are unable to do so. The financial standby letters of credit issued by the Company are irrevocable.  Payment is only guaranteed under these letters of credit upon the borrower’s failure to perform its obligations to the beneficiary.

The Company has also entered into interest-rate swap agreements under which it is required to either receive cash or pay cash to a counterparty depending on changes in interest rates.  The interest-rate swaps are carried at their fair value on the consolidated balance sheet with the fair value representing the net present value of expected future cash receipts or payments based on market interest rates as of the balance sheet date.  Because the interest-rate swaps recorded on the balance sheet at June 30, 2007 do not represent amounts that will ultimately be received or paid under the contracts, they are excluded from the table above.

Liquidity and Capital Resources

Our primary source of shareholders’ equity is the retention of our net after-tax earnings and proceeds from the issuance of common stock.  At June 30, 2007, shareholders’ equity totaled $195.7 million, a

27




$33.0 million increase from December 31, 2006. Approximately $19.3 million of the increase was due to the issuance of 975,000 shares in a January 2007 public offering. Also contributing to the increase was net income for the six months ended June 30, 2007 of $11.5 million and $4.6 million related to stock option exercises, excess tax benefits and employee stock purchase plan activity.  Changes in other comprehensive income of $0.2 million related to unrealized gains in the investment portfolio and fair value changes in the cash flow derivatives further increased shareholder equity while dividends paid of $2.9 million decreased the balance.

We are subject to minimum risk-based capital limitations as set forth by federal banking regulations at both the consolidated Company level and the Bank level.  Under the risk-based capital guidelines, different categories of assets, including certain off-balance sheet items, such as loan commitments in excess of one year and letters of credit, are assigned different risk weights, based generally on the perceived credit risk of the asset.  These risk weights are multiplied by corresponding asset balances to determine a “risk-weighted” asset base.  For purposes of the risk-based capital guidelines, total capital is defined as the sum of “Tier 1” and “Tier 2” capital elements, with Tier 2 capital being limited to 100% of Tier 1 capital.  Tier 1 capital includes, with certain restrictions, common shareholders’ equity, perpetual preferred stock, and minority interests in consolidated subsidiaries.  Tier 2 capital includes, with certain limitations, perpetual preferred stock not included in Tier 1 capital, certain maturing capital instruments, and the allowance for loan and lease losses.  As of June 30, 2007, the Company and the Bank are considered “Well Capitalized” under the regulatory risk based capital guidelines.  In order to comply with the regulatory capital constraints, the Company and its Board of Directors constantly monitor the capital level and its anticipated needs based on the Company’s growth.  The Company has identified sources of additional capital that could be used if needed, and monitors the costs and benefits of these sources, which include both the public and private markets.

Our liquidity management objective is to ensure our ability to satisfy the cash flow requirements of depositors and borrowers and to allow us to sustain our operations. Historically, our primary source of funds has been customer deposits. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments, which are influenced by fluctuations in the general level of interest rates, returns available on other investments, competition, economic conditions, and other factors, are relatively unstable.  In addition, the Company has commitments to extend credit under lines of credit and standby letters of credit.  The Company has also committed to investing in certain partnerships. Borrowings may be used on a short-term basis to compensate for reductions in other sources of funds (such as deposit inflows at less than projected levels). Borrowings may also be used on a longer-term basis to support expanded lending activities and to match the maturity or repricing intervals of assets.  The Company is required under federal banking regulations to maintain sufficient reserves to fund deposit withdrawals, loan commitments, and expenses.  We monitor our cash position on a daily basis in order to meet these requirements.

We use various forms of short-term borrowings for cash management and liquidity purposes on a limited basis. These forms of borrowings include federal funds purchased, securities sold under agreements to repurchase, the State of Colorado Treasury’s Time Deposit program, and borrowings from the FHLB. The Bank has approved federal funds purchase lines with ten other correspondent banks with an aggregate credit line of $265.0 million as well as credit lines based on available collateral sources with three firms to transact repurchase agreements. The Bank also has a line of credit from the FHLB that is limited by the amount of eligible collateral available to secure it. Borrowings under the FHLB line are required to be secured by unpledged securities and qualifying loans. At June 30, 2007, we had $243.5 million in unpledged securities and loans available to collateralize FHLB borrowings and securities sold under agreements to repurchase.  We also participate in the U.S. Treasury’s Term Investment Option (“TIO”) program for Treasury Tax and Loan participants.  The TIO program allows

28




us to obtain additional short-term funds at a rate determined through an auction process that is limited by the amount of eligible collateral available to secure it.

At the holding company level, our primary sources of funds are dividends paid from the Bank and fee-based subsidiaries, management fees assessed to the Bank and the fee-based business lines, proceeds from the issuance of common stock, and other capital markets activity.  The main use of this liquidity is the quarterly payment of dividends on our common stock, quarterly interest payments on the junior subordinated debentures, payments for mergers and acquisitions activity (including potential earn-out payments), and payments for the salaries and benefits for the employees of the holding company.  The approval of the Colorado State Banking Board is required prior to the declaration of any dividend by the Bank if the total of all dividends declared by the Bank in any calendar year exceeds the total of its net profits for that year combined with the retained net profits for the preceding two years. In addition, the Federal Deposit Insurance Corporation Improvement Act of 1991 provides that the Bank cannot pay a dividend if it will cause the Bank to be “undercapitalized.” The Company’s ability to pay dividends on its common stock depends upon the availability of dividends from the Bank and earnings from its fee-based businesses, and upon the Company’s compliance with the capital adequacy guidelines of the FRB.

The Company paid dividends of $0.06 and $0.12 per share during the three and six months ended June 30, 2007 compared to dividends of $0.05 and $0.10 per share during the three and six months ended June 30, 2006.  This represents a dividend payout ratio of 26.1% and 25.5% for the three and six months ended June 30, 2007 compared to 20.0% and 20.8% for the three and six months ended June 30, 2006.

The Company expects that cash provided/used by operating activities may fluctuate in future periods as a result of a number of factors, including fluctuations in our operating results and timing of tax and other payments.  Management believes that the existing cash, cash equivalent and investments in marketable securities, together with any cash generated from operations will be sufficient to meet normal operating requirements including capital expenditures for the next twelve months.  The Company may decide to sell additional equity or debt securities to further enhance our capital position, and the sale of additional equity securities could result in additional dilution to our stockholders.  Loan repayments and scheduled investment maturities may provide additional sources of liquidity, if needed.

On July 19, 2007, the Company’s Board of Directors authorized a new share repurchase program for the repurchase of up to 5% of its outstanding stock.  Share repurchases under this program will be made through open market purchases, block trades or in privately negotiated transactions from time to time and in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate and regulatory requirements, market conditions, and other corporate liquidity requirements and priorities.  The share repurchase program may be suspended or terminated at any time without prior notice, and will expire on July 18, 2008.

Net cash provided by operating activities totaled $10.0 million and $10.8 million for the six months ended June 30, 2007 and 2006, respectively. The principal component of net cash provided by operating activities is net income adjusted by depreciation and amortization, provision for loan losses and changes in other assets and liabilities.  The decrease in net cash provided by operating activities is primarily due to higher operating expenses, higher accrued interest, and lower non-interest income in 2007 compared to 2006.  These decreases were mostly offset by increased cash receipts from net interest income.

Net cash used in investing activities totaled $132.3 million and $153.2 million for the six months ended June 30, 2007 and 2006, respectively.  The decrease in cash used in investing activities is primarily related to investment activity, which represented a net cash inflow of $3.3 million in 2007, compared to

29




a net cash outflow of $29.9 million in 2006 (combining for a $33.2 million increase in 2007 over the same period in 2006).  This increase was offset by a $12.2 million cash use related to net loan originations in 2007 over 2006. The Company intends to target an asset mix whereby investments comprise approximately 15% of total assets, which may change based on the Company’s collateral needs.

Net cash provided by financing activities totaled $152.4 million and $151.0 million for the six months ended June 30, 2007 and 2006, respectively.  Cash inflows in the period from a stock offering completed in January 2007 and option exercises produced a $20.9 million increase in cash inflows over the same period in 2006.  In 2007, net cash inflows of $113.8 million from deposits, CD’s and customer repurchases exceeded the $101.3 million of net cash inflows from the same sources in 2006 (resulting in a $12.5 million increase in 2007 over 2006).  These increases were largely offset by a decrease in cash inflows from short term borrowings of $32.1 million compared to the same period in 2006. Deposit management continues to be an area of focus for the Company as deposits help to provide a source of funding for loans and investments for Company operations.  During short-term periods the Company may utilize FHLB advances or fed funds purchased in an effort to meet certain funding requirements.  These two sources of funds may come at a higher cost thereby placing pressure on the Company’s net interest margin.

Effects of Inflation and Changing Prices

The primary impact of inflation on our operations is increased operating costs.  Unlike most retail or manufacturing companies, virtually all of the assets and liabilities of a financial institution such as the Bank are monetary in nature.  As a result, the impact of interest rates on a financial institution’s performance is generally greater than the impact of inflation.  Although interest rates do not necessarily move in the same direction, or to the same extent, as the prices of goods and services, increases in inflation generally have resulted in increased interest rates.  Over short periods of time, interest rates may not move in the same direction, or at the same magnitude, as inflation.

Forward Looking Statements

This report contains forward-looking statements that describe CoBiz’s future plans, strategies and expectations. All forward-looking statements are based on assumptions and involve risks and uncertainties, many of which are beyond our control and which may cause our actual results, performance or achievements to differ materially from the results, performance or achievements contemplated by the forward-looking statements. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could” or “may.” Forward-looking statements speak only as of the date they are made.  Such risks and uncertainties include, among other things:

·                  Competitive pressures among depository and other financial institutions nationally and in our market areas may increase significantly.

·                  Adverse changes in the economy or business conditions, either nationally or in our market areas, could increase credit-related losses and expenses and/or limit growth.

·                  Increases in defaults by borrowers and other delinquencies could result in increases in our provision for losses on loans and related expenses.

·                  Our inability to manage growth effectively, including the successful expansion of our customer support, administrative infrastructure and internal management systems, could adversely affect our results of operations and prospects.

30




·                  Fluctuations in interest rates and market prices could reduce our net interest margin and asset valuations and increase our expenses.

·                  The consequences of continued bank acquisitions and mergers in our market areas, resulting in fewer but much larger and financially stronger competitors, could increase competition for financial services to our detriment.

·                  Our continued growth will depend in part on our ability to enter new markets successfully and capitalize on other growth opportunities.

·                  Changes in legislative or regulatory requirements applicable to us and our subsidiaries could increase costs, limit certain operations and adversely affect results of operations.

·                  Changes in tax requirements, including tax rate changes, new tax laws and revised tax law interpretations may increase our tax expense or adversely affect our customers’ businesses.

·                  The risks identified under “Risk Factors” in Item 1A. of our annual report on Form 10-K for the year ended December 31, 2006.

In light of these risks, uncertainties and assumptions, you should not place undue reliance on any forward-looking statements in this report. We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

As of June 30, 2007, there have been no material changes in the quantitative and qualitative information about market risk provided pursuant to Item 305 of Regulation S-K as presented in our Form 10-K for the year ended December 31, 2006.

Item 4.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures.  The Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and the Company’s Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2007, the end of the period covered by this report (“Evaluation Date”), pursuant to Exchange Act Rule 13a-15(e).  Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the Company (including its consolidated subsidiaries) required to be included in the Company’s periodic Securities and Exchange Commission filings.

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

Changes in Internal Control.   During the quarter that ended on the Evaluation Date, there were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

31




PART II.  OTHER INFORMATION

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

At the Annual Meeting of Shareholders held on May 17, 2007, the following proposals were adopted by the margins indicated:

1.               Election of Directors.

 

Number of shares

 

 

 

For

 

Withheld

 

Steven Bangert

 

17,511,282

 

289,407

 

Michael B. Burgamy

 

17,485,750

 

314,939

 

Jerry W. Chapman

 

17,077,944

 

722,744

 

Morgan Gust

 

17,686,221

 

114,468

 

Thomas M. Longust

 

17,611,098

 

189,591

 

Jonathan C. Lorenz

 

17,268,217

 

532,472

 

Evan Makovsky

 

17,266,444

 

534,245

 

Harold F. Mosanko

 

17,271,420

 

529,268

 

Noel N. Rothman

 

17,277,309

 

523,380

 

Timothy J. Travis

 

17,437,879

 

362,810

 

Mary Beth Vitale

 

17,587,212

 

213,477

 

Mary White

 

17,429,476

 

371,213

 

 

2.               Proposal for ratification of independent registered public accounting firm.

 

Number

 

 

 

of Shares

 

For

 

17,539,788

 

Against

 

210,176

 

Abstain

 

50,725

 

 

3.               Proposal to amend the articles of incorporation to change the corporate name from CoBiz Inc. to CoBiz Financial Inc.

 

Number

 

 

 

of Shares

 

For

 

17,733,383

 

Against

 

34,273

 

Abstain

 

33,033

 

 

Item 6.           Exhibits

Exhibits and Index of Exhibits.

3.7

 

Amendment to Articles of Incorporation

31.1

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer.

31.2

 

Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer.

32.1

 

Section 1350 Certification of the Chief Executive Officer.

32.2

 

Section 1350 Certification of the Chief Financial Officer.

 

32




SIGNATURES

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

 

 

COBIZ FINANCIAL INC.

 

 

 

 

Date:

August 9, 2007

 

By

 

/s/ Steven Bangert

 

 

 

 

 

 

Steven Bangert, Chief Executive Officer and Chairman

 

 

 

 

 

 

 

 

 

 

 

 

Date:

August 9, 2007

 

By

 

/s/ Lyne B. Andrich

 

 

 

 

 

 

Lyne B. Andrich, Executive Vice President and

 

 

 

 

 

Chief Financial Officer

 

33