SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ý Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31, 2003
or
o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934
for the transition period from to
Commission File Number: 0-27384
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Capital Corp of the West
401 (k) Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
CAPITAL CORP OF THE WEST
(Exact name of registrant as specified in its charter)
550 West Main, Merced, CA 95340
(Address of principal executive offices)
Registrant’s telephone number, including area code: (209) 725-2200
Former name, former address and former fiscal year, if changed since last report: Not applicable
TABLE OF CONTENTS
July 15, 2004
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement of Capital Corp of the West, Inc. on Form S-8 of our report dated July 15, 2004, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan included in the annual report for the plan for the plan years ended December 31, 2003 and 2002, as filed on Form 11-K with the Securities and Exchange Commission. We also consent to the use of our name on our report, dated July 15, 2004, with respect to the financial statements and schedules of the Capital Corp of the West, Inc. Stock Bonus Employee Stock Ownership Plan and 401(k) Plan for the years ended December 31, 2003 and 2002, included in the Annual Report on Form 11-K which is filed electronically with the Securities and Exchange Commission.
Cassabon, McIlhatton & Associates, LLP
Certified Public Accountants
July 15, 2004
To the Trustees of
Capital Corp of the West
401(k) Plan
Independent Auditors’ Report
We have audited the accompanying statements of net assets available for benefits of Capital Corp of the West 401(k) Plan as of December 31, 2003 and 2002, and the related statement of changes in net assets available for benefits for the year ended December 31, 2003. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of Capital Corp of the West 401(k) Plan as of December 31, 2003 and 2002, and the changes in its net assets available for benefits for the year ended December 31, 2003 in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included in Schedule H – Financial Information (IRS Form 5500) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Fresno and Merced,
California
CAPITAL CORP OF THE WEST
401(k) PLAN
FINANCIAL STATEMENTS,
SUPPLEMENTARY INFORMATION,
AND
INDEPENDENT AUDITORS’ REPORT
DECEMBER 31, 2003 AND 2002
CAPITAL CORP OF THE WEST
401(k) PLAN
statement of net assets available for benefits
DECEMBER 31, 2003 AND 2002
| | 2003 | | 2002 | |
Assets | | | | | |
| | | | | |
Investments: | | | | | |
| | | | | |
At fair value – (Note 2) | | | | | |
Shares of registered investment companies: | | | | | | | |
Great West Life funds | | $ | 2,507,087 | | $ | 1,674,930 | |
Capital Corp of the West company stock | | 5,326,509 | | 2,776,474 | |
Participant notes receivable | | 104,974 | | 21,975 | |
| | | | | |
| | $ | 7,938,570 | | $ | 4,473,379 | |
| | | | | |
Receivables: | | | | | |
| | | | | |
Employers’ contributions | | 40,074 | | 53,366 | |
| | | | | |
Cash | | 15,098 | | 4,811 | |
| | | | | |
Total Assets | | 7,993,742 | | 4,531,556 | |
| | | | | |
Net Assets Available for Benefits | | $ | 7,993,742 | | $ | 4,531,556 | |
See accompanying notes and independent auditors’ report.
2
CAPITAL CORP OF THE WEST
401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 2003
| | Participant Directed | |
| | Guaranteed
Certificate
Fund
1GCF36M | | Guaranteed
Certificate
Fund
1GCF60M | | Janus
Adviser
Worldwide
1IWSJAW | | Short
Term Fund
I
1MMF-I | | American
Century
Ultra
1LGRULT | | AIM
Constellation
A
1LGRCON | | Orchard
Index 600
1SBLO16 | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | — | | $ | — | | $ | 16,177 | | $ | — | | $ | (3,549 | ) | $ | (3,679 | ) | $ | 9,164 | |
Interest and dividends | | 1,476 | | 98 | | — | | 322 | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | 1,476 | | 98 | | 16,177 | | 322 | | (3,549 | ) | (3,679 | ) | 9,164 | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 7,607 | | 598 | | 14,793 | | — | | 1,321 | | 2,110 | | 14,091 | |
Rollovers | | — | | — | | — | | — | | — | | — | | 1,451 | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 9,083 | | 696 | | 30,970 | | 322 | | (2,228 | ) | (1,569 | ) | 24,706 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 7,366 | | — | | 16,126 | | — | | — | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 7,366 | | — | | 16,126 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 1,717 | | 696 | | 14,844 | | 322 | | (2,228 | ) | (1,569 | ) | 24,706 | |
Inter-fund transfers | | 4,530 | | (235 | ) | 53,568 | | — | | (77,283 | ) | (89,235 | ) | (43,468 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | 6,247 | | 461 | | 68,412 | | 322 | | (79,511 | ) | (90,804 | ) | (18,762 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 30,488 | | 1,764 | | 669 | | 8,070 | | 79,511 | | 90,804 | | 18,762 | |
| | | | | | | | | | | | | | | |
Ending | | $ | 36,735 | | $ | 2,225 | | $ | 69,081 | | $ | 8,392 | | $ | — | | $ | — | | $ | — | |
See accompanying notes and independent auditors’ report.
3
| | Participant Directed | |
| | Maxim
Loomis Sayles
Small-Cap
Value
1SVAXLS | | The Lord Abbett
Developing
Growth A
1SGRLDG | | Maxim
US Govt
Mort Sec
1BIMXUS | | Maxim
Bond
Index
1BIMXBI | | Maxim
Loomis
Sayles Bond
Portfolio
1BMSXLC | | Maxim
Global
Bond
1BINXDG | | Maxim
Short-term
Maturity
1BSHXST | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (553 | ) | $ | (908 | ) | $ | 1,150 | | $ | 1,640 | | $ | 27,852 | | $ | 300 | | $ | 1 | |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | (553 | ) | (908 | ) | 1,150 | | 1,640 | | 27,852 | | 300 | | 1 | |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 428 | | 434 | | 21,225 | | 16,414 | | 15,448 | | 361 | | 170 | |
Rollovers | | — | | — | | — | | 8,942 | | 46,175 | | — | | — | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | (125 | ) | (474 | ) | 22,375 | | 26,996 | | 89,475 | | 661 | | 171 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | 442 | | 1,002 | | 7,106 | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | 442 | | 1,002 | | 7,106 | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | (125 | ) | (474 | ) | 21,933 | | 25,994 | | 82,369 | | 661 | | 171 | |
Inter-fund transfers | | (14,302 | ) | (18,549 | ) | 8,868 | | (26,456 | ) | 81,548 | | (16,764 | ) | (28,142 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | (14,427 | ) | (19,023 | ) | 30,801 | | (462 | ) | 163,917 | | (16,103 | ) | (27,971 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 14,427 | | 19,023 | | 65,218 | | 49,131 | | 19,297 | | 16,103 | | 27,971 | |
| | | | | | | | | | | | | | | |
Ending | | $ | — | | $ | — | | $ | 96,019 | | $ | 48,669 | | $ | 183,214 | | $ | — | | $ | — | |
See accompanying notes and independent auditors’ report.
4
| | Participant Directed | |
| | Orchard S &P
500 Index
1LBLO15 | | AIM
Weingarten
A
1LGRWIN | | Maxim
Ariel
Small Cap
Value
1SVAXAS | | Maxim
T.Rowe Price
Mid-Cap
Growth
1MGRXTM | | Maxim
Founder’s
Growth &
Income
1LBLXFG | | AIM
Charter
Fund A
1LBLCHA | | Maxim
Value
Index
1LVAXVI | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | 38,113 | | $ | (2,606 | ) | $ | 15,602 | | $ | (1,433 | ) | $ | (213 | ) | $ | (4,551 | ) | $ | (2,931 | ) |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | 38,113 | | (2,606 | ) | 15,602 | | (1,433 | ) | (213 | ) | (4,551 | ) | (2,931 | ) |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 40,708 | | 2,620 | | 25,055 | | 984 | | 232 | | 2,349 | | 1,352 | |
Rollovers | | — | | — | | 1,451 | | — | | — | | — | | — | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 78,821 | | 14 | | 42,108 | | (449 | ) | 19 | | (2,202 | ) | (1,579 | ) |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 6,148 | | — | | 3,931 | | — | | — | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 6,148 | | — | | 3,931 | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 72,673 | | 14 | | 38,177 | | (449 | ) | 19 | | (2,202 | ) | (1,579 | ) |
Inter-fund transfers | | (138,772 | ) | (81,070 | ) | 10,343 | | (37,539 | ) | (10,254 | ) | (108,178 | ) | (71,910 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | (66,099 | ) | (81,056 | ) | 48,520 | | (37,988 | ) | (10,235 | ) | (110,380 | ) | (73,489 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 66,099 | | 81,056 | | 52,199 | | 37,988 | | 10,235 | | 110,380 | | 73,489 | |
| | | | | | | | | | | | | | | |
Ending | | $ | — | | $ | — | | $ | 100,719 | | $ | — | | $ | — | | $ | — | | $ | — | |
See accompanying notes and independent auditors’ report.
5
| | Participant Directed | |
| | Oakmark
Select II
1MVAOS2 | | Putnam
Global
Growth A
1IWSPGC | | Maxim
Invesco ADR
1IFSXIA | | Fidelity
Advisor
Overseas T
1IFSFAO | | Maxim
Index
Pacific
1IPAXIP | | Maxim
Index
European
1IEUXIE | | Maxim
Money
Market
1CMMXMM | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (576 | ) | $ | (2,409 | ) | $ | (85 | ) | $ | (108 | ) | $ | (44 | ) | $ | (42 | ) | $ | (172 | ) |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | (576 | ) | (2,409 | ) | (85 | ) | (108 | ) | (44 | ) | (42 | ) | (172 | ) |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 1,366 | | 1,137 | | 63 | | 69 | | 77 | | 72 | | 39,647 | |
Rollovers | | — | | — | | — | | — | | — | | — | | 8,942 | |
Employer | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 790 | | (1,272 | ) | (22 | ) | (39 | ) | 33 | | 30 | | 48,417 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | — | | — | | — | | — | | 15,791 | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | — | | — | | — | | — | | 15,791 | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 790 | | (1,272 | ) | (22 | ) | (39 | ) | 33 | | 30 | | 32,626 | |
Inter-fund transfers | | (25,776 | ) | (55,653 | ) | (2,015 | ) | (2,977 | ) | (4,086 | ) | (778 | ) | (89,608 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | (24,986 | ) | (56,925 | ) | (2,037 | ) | (3,016 | ) | (4,053 | ) | (748 | ) | (56,982 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 24,986 | | 56,925 | | 2,037 | | 3,016 | | 4,053 | | 748 | | 56,982 | |
| | | | | | | | | | | | | | | |
Ending | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | |
See accompanying notes and independent auditors’ report.
6
| | Participant Directed | |
| | Profile
Series I
1PBAXP1 | | Putnam
Fund for
Growth &
Income A
1LVAPGI | | Fidelity
Advisor
Growth
Opportunities T
1LBLFGO | | Janus
Venture
Fund
1SGRBSC | | Ariel
Appreciation
175AA | | Invesco
Dynamics
Inv
1MGRIVD | | Dreyfus
Premier
Strategic
Value A
1LVADAV | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (2,569 | ) | $ | (5,426 | ) | $ | (1,689 | ) | $ | (48 | ) | $ | 2,924 | | $ | (55 | ) | $ | (52 | ) |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
| | (2,569 | ) | (5,426 | ) | (1,689 | ) | (48 | ) | 2,924 | | (55 | ) | (52 | ) |
Contributions: | | | | | | | | | | | | | | | |
Participants’ | | 1,731 | | 2,354 | | 987 | | 150 | | 266 | | 259 | | 463 | |
Rollovers | | — | | — | | — | | — | | — | | — | | | |
Employers | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | (838 | ) | (3,072 | ) | (702 | ) | 102 | | 3,190 | | 204 | | 411 | |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | — | | — | | — | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | (838 | ) | (3,072 | ) | (702 | ) | 102 | | 3,190 | | 204 | | 411 | |
Inter-fund transfers | | (65,678 | ) | (156,405 | ) | (39,829 | ) | (1,210 | ) | 1,238 | | (2,203 | ) | (4,362 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | (66,516 | ) | (159,477 | ) | (40,531 | ) | (1,108 | ) | 4,428 | | (1,999 | ) | (3,951 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | 66,516 | | 159,477 | | 40,531 | | 1,108 | | 9,032 | | 1,999 | | 3,951 | |
| | | | | | | | | | | | | | | |
Ending | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 13,460 | | $ | — | | $ | — | |
See accompanying notes and independent auditors’ report.
7
| | Participant Directed | |
| | Maxim
Moderate
Profile II
1PBAXMP | | Maxim
Conservative
Profile II
1PBAXCP | | Putnam
International
Equity Fund A
1IFSPIG | | Oakmark
International
II
1IFS012 | | Strong
Advisor Small
Cap Value A
1SVASCV | | Maxim
Index 600
193MX6 | | RS
Diversified
Growth
1SGRRSG | | Janus Mid
Cap Value
177BMCV | |
Additions to net assets attributed to: | | | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | 51,469 | | $ | 7,489 | | $ | 3,160 | | $ | 2,144 | | $ | 3,303 | | $ | 6,578 | | $ | 14,538 | | $ | 8,389 | |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
| | 51,469 | | 7,489 | | 3,160 | | 2,144 | | 3,303 | | 6,578 | | 14,538 | | 8,389 | |
Contributions | | | | | | | | | | | | | | | | | |
Participants’ | | 50,562 | | 11,436 | | 3,257 | | 2,735 | | 3,967 | | 7,384 | | 5,924 | | 13,523 | |
Rollover | | — | | — | | — | | — | | 1,451 | | — | | 1,451 | | — | |
Employers | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Additions | | 102,031 | | 18,925 | | 6,417 | | 4,879 | | 8,721 | | 13,962 | | 21,913 | | 21,912 | |
| | | | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | | | |
Benefits paid to participants | | 60,180 | | 243 | | 651 | | — | | — | | 563 | | 3,437 | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Deductions | | 60,180 | | 243 | | 651 | | — | | — | | 563 | | 3,437 | | — | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 41,851 | | 18,682 | | 5,766 | | 4,879 | | 8,721 | | 13,399 | | 18,476 | | 21,912 | |
Inter-fund transfers | | 216,886 | | 56,536 | | 7,951 | | 12,675 | | 6,417 | | 63,720 | | 20,593 | | (21,912 | ) |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) | | 258,737 | | 75,218 | | 13,717 | | 17,554 | | 15,138 | | 77,119 | | 39,069 | | — | |
| | | | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Beginning | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Ending | | $ | 258,737 | | $ | 75,218 | | $ | 13,717 | | $ | 17,554 | | $ | 15,138 | | $ | 77,119 | | $ | 39,069 | | $ | — | |
See accompanying notes and independent auditors’ report.
8
| | Participant Directed | |
| | Lord Abbett
Mid - Cap
Value A
188LAMV | | Fidelity
Advisor
Mid - Cap T
174FAMC | | Maxim T.
Rowe Price
Equity
Income
180TEIX | | American
Funds
Washington
Mutual R3
191AFWM | | Maxim
S & P
500 Index
194MX5 | | Marsico
Focus
1LGRMAR | | Orchard
Nasdaq-100
Index
1LGROND | | Janus Growth
and Income
Fund
1LGRBLC | |
Additions to net assets attributed to: | | | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | 5,184 | | $ | 21,991 | | $ | 40,636 | | $ | 773 | | $ | 26,851 | | $ | 3,190 | | $ | 586 | | $ | 1,969 | |
Interest and dividends | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
| | 5,184 | | 21,991 | | 40,636 | | 773 | | 26,851 | | 3,190 | | 586 | | 1,969 | |
Contributions | | | | | | | | | | | | | | | | | |
Participants’ | | 5,582 | | 17,029 | | 34,609 | | 1,564 | | 19,738 | | 1,795 | | 797 | | 402 | |
Rollover | | — | | 4,715 | | — | | — | | — | | 4,715 | | 4,715 | | — | |
Employers | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Additions | | 10,766 | | 43,735 | | 75,245 | | 2,337 | | 46,589 | | 9,700 | | 6,098 | | 2,371 | |
| | | | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | 1,792 | | 39,549 | | — | | 23,776 | | — | | — | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Total Deductions | | — | | 1,792 | | 39,549 | | — | | 23,776 | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 10,766 | | 41,943 | | 35,696 | | 2,337 | | 22,813 | | 9,700 | | 6,098 | | 2,371 | |
Inter-fund transfers | | 39,299 | | 43,528 | | 127,233 | | 7,003 | | 296,078 | | 9,038 | | (6,098 | ) | 9,565 | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) | | 50,065 | | 85,471 | | 162,929 | | 9,340 | | 318,891 | | 18,738 | | — | | 11,936 | |
| | | | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Beginning | | — | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | | | |
Ending | | $ | 50,065 | | $ | 85,471 | | $ | 162,929 | | $ | 9,340 | | $ | 318,891 | | $ | 18,738 | | $ | — | | $ | 11,936 | |
See accompanying notes and independent auditors’ report.
9
| | Participant Directed | |
| | Oppenheimer
Capital
Appreciation A
1LGROCA | | Putnam
Voyager A
178PVA | | Pimco Total
Return
Admin
1BIMPTR | | Guaranteed
Certificate
Fund
1GCF84M | | Guaranteed
Portfolio
Fund
1PORT | | Maxim
Aggressive
Profile II
1PBAXAP | | Maxim
Growth
Index
1LGRXGI | |
Additions to net assets attributed to: | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | 82,123 | | $ | 48,845 | | $ | 866 | | $ | — | | $ | — | | $ | 25,324 | | $ | (1,369 | ) |
Interest and dividends | | — | | — | | — | | 1 | | 558 | | — | | — | |
| | | | | | | | | | | | | | | |
| | 82,123 | | 48,845 | | 866 | | 1 | | 558 | | 25,324 | | (1,369 | ) |
Contributions | | | | | | | | | | | | | | | |
Participants’ | | 57,911 | | 54,186 | | 5,405 | | 45 | | 19,344 | | 19,279 | | 438 | |
Rollover | | 4,715 | | — | | — | | — | | — | | — | | — | |
Employers | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Additions | | 144,749 | | 103,031 | | 6,271 | | 46 | | 19,902 | | 44,603 | | (931 | ) |
| | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | |
Benefits paid to participants | | 18,118 | | 12,927 | | — | | — | | 527 | | 28,834 | | — | |
Administrative expenses | | — | | — | | — | | — | | — | | — | | — | |
| | | | | | | | | | | | | | | |
Total Deductions | | 18,118 | | 12,927 | | — | | — | | 527 | | 28,834 | | — | |
| | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | 126,631 | | 90,104 | | 6,271 | | 46 | | 19,375 | | 15,769 | | (931 | ) |
Inter-fund transfers | | 211,617 | | 147,181 | | 33,008 | | — | | 79,048 | | 65,601 | | (38,739 | ) |
| | | | | | | | | | | | | | | |
Net increase (decrease) | | 338,248 | | 237,285 | | 39,279 | | 46 | | 98,423 | | 81,370 | | (39,670 | ) |
| | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
Beginning | | — | | — | | — | | — | | — | | — | | 39,670 | |
| | | | | | | | | | | | | | | |
Ending | | $ | 338,248 | | $ | 237,285 | | $ | 39,279 | | $ | 46 | | $ | 98,423 | | $ | 81,370 | | $ | — | |
See accompanying notes and independent auditors’ report.
10
| | Participant Directed | | Non-
Participant
Directed | | | |
| | Profile Series
II
1PBAXP2 | | Profile Series
III
1PBAXP3 | | Profile Series
IV
1PBAXP4 | | Profile
Series V
1PBAXP5 | | Capital
Corp of
the West
Stock | | Other | | Loans to
Participants | | Total | |
Additions to Net Assets attributed to: | | | | | | | | | | | | | | | | | |
Investment income | | | | | | | | | | | | | | | | | |
Net appreciation (depreciation) in fair value of investment | | $ | (4,772 | ) | $ | (802 | ) | $ | (523 | ) | $ | 8 | | $ | 2,078,513 | | $ | — | | $ | — | | $ | 2,505,688 | |
Interest and dividends | | — | | — | | — | | — | | 151,818 | | 10 | | 6,215 | | 160,498 | |
| | | | | | | | | | | | | | | | | |
| | (4,772 | ) | (802 | ) | (523 | ) | 8 | | 2,230,331 | | 10 | | 6,215 | | 2,666,186 | |
Contributions: | | | | | | | | | | | | | | | | | |
Participants’ | | 2,275 | | 2,091 | | 922 | | 95 | | 318,879 | | — | | — | | 878,115 | |
Rollovers | | — | | — | | — | | — | | 13,782 | | 19,151 | | — | | 121,656 | |
Employer | | — | | — | | — | | — | | 143,850 | | 42,495 | | — | | 186,345 | |
| | | | | | | | | | | | | | | | | |
Total Additions | | (2,497 | ) | 1,289 | | 399 | | 103 | | 2,706,842 | | 61,656 | | 6,215 | | 3,852,302 | |
| | | | | | | | | | | | | | | | | |
Deductions from net assets attributed to: | | | | | | | | | | | | | | | | | |
Benefits paid to participants | | — | | — | | — | | — | | 109,389 | | — | | — | | 357,898 | |
Administrative expenses | | — | | — | | — | | — | | — | | 32,218 | | — | | 32,218 | |
| | | | | | | | | | | | | | | | | |
Total Deductions | | — | | — | | — | | — | | 109,389 | | 32,218 | | — | | 390,116 | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) prior to inter-fund transfers | | (2,497 | ) | 1,289 | | 399 | | 103 | | 2,597,453 | | 29,438 | | 6,215 | | 3,462,186 | |
Inter-fund transfers | | (167,229 | ) | (93,470 | ) | (61,553 | ) | (8,257 | ) | (47,418 | ) | (32,443 | ) | 76,784 | | — | |
| | | | | | | | | | | | | | | | | |
Net increase (decrease) | | (169,726 | ) | (92,181 | ) | (61,154 | ) | (8,154 | ) | 2,550,035 | | (3,005 | ) | 82,999 | | 3,462,186 | |
| | | | | | | | | | | | | | | | | |
Net assets available for benefits: | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Beginning | | 169,726 | | 92,181 | | 61,154 | | 8,154 | | 2,776,474 | | 58,177 | | 21,975 | | 4,531,556 | |
| | | | | | | | | | | | | | | | | |
Ending | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 5,326,509 | | $ | 55,172 | | $ | 104,974 | | $ | 7,993,742 | |
See accompanying notes and independent auditors’ report.
11
CAPITAL CORP OF THE WEST
401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003
Note 1 - Description of Plan:
The following description of Capital Corp of the West (Company) 401(k) Plan (Plan) provides only general information. Participants should refer to the Plan agreement for a more complete description of the Plan’s provisions.
General - The Plan is a defined contribution plan. Every Employee of the Company is eligible to participate on the first day of the plan year quarter coinciding with or next following the date on which he has completed three months of service for participation and has reached age 21. The Plan is subject to the provisions of the Employee Retirement Security Act of 1974 (ERISA).
Contributions - Each year, participants may contribute the maximum amount allowed by law of pretax annual compensation as defined in the Plan. The Company may make a matching contribution. The amount of the match, if any, will be determined by the Company each year. Additional discretionary amounts may be contributed at the option of the company’s board of directors.
Participants Accounts - Each participant’s account is credited with the participant’s contribution and allocation of (a) the Company’s contribution and, (b) Plan earnings, and (c) forfeitures of terminated participant’s non-vested accounts. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting - Participants are immediately vested in their voluntary contributions plus actual earnings thereon. Vesting in Company’s matching and discretionary contribution portion of their accounts plus actual earnings thereon is based on years of continuous service. A participant is 100% vested after three years of credited service.
Investment Options - Upon enrollment in the Plan, a participant may direct employee contributions and employer matching contribution in any of the investment options available. The funds which represent 5% or more of the net assets available for benefits at December 31, 2003 are indicated by *
Great West LifeFunds:
1PBAXAP – Maxim Aggressive Profile II |
1PBAXCP – Maxim Conservative Profile II |
1IFSOI2 – Oakmark International II |
ISVAXAS – Maxim Ariel Small-Cap Value |
193MX6 – Maxim Index 600 |
188LAMV – Lord Abbett Mid-Cap Value A |
174FAMC – Fidelity Advisor Mid Cap T |
191AFWM – American Funds Washington Mutual R3 |
1LGRMAR – Marsico Focus |
1LGROCA – Oppenheimer Capital Appreciation A |
1BIMXBI – Maxim Bond Index |
1BIMXUS – Maxim US Government Mortgage Securities |
1GCF 36 – Guaranteed Certificate Fund |
1GCF 84 – Guaranteed Certificate Fund |
1PORT – Guaranteed Portfolio Fund |
1PBAXMP – Maxim Moderate Profile II |
1IFSPIG – Putnam International Equity Fund - A |
1IWSJAW – Janus Advisor Worldwide |
1SVASCV – Strong Advisor Small Cap Value A |
1SGRRSG – RS Diversified Growth |
175AA – Ariel Appreciation |
180TEIX – Maxim T. Rowe Price Equity Income |
194MX5 – Maxim S & P 500 Index |
1LGRBLC – Janus Growth and Income Fund |
178PVA – Putnam Voyager A |
1BMSXLC – Maxim Loomis Sayles Bond Portfolio |
1BIMPTR – PIMCO Total Return Admin |
1GCF 60 – Guaranteed Certificate Fund |
1MMF-I – Short Term Fund I |
Participants may change their investment options.
12
Participants Notes Receivable - Participants may borrow from their fund accounts up to a maximum equal to the lesser of $50,000 or 50% of their account balance. Loan transactions are treated as a transfer to (from) the Investment Fund from (to) the Participants Note Fund. Loan terms range from 1-5 years, unless the loan is used for the purchase of a primary residence of the Participant, in which case the term of such loan shall be arrived at by mutual agreement between the Committee and the Participant. All loans shall be secured by the borrower’s vested account balance and shall be evidenced by the borrower’s promissory note. The loans will bear interest at a rate being charged for similar purpose loans by institutional lenders. All loans have a definite repayment schedule with payments being no less than quarterly.
Benefit Payments - On termination of service due to death, disability or retirement, a participant may elect to receive either a lump-sum amount equal to the value of the participant’s vested interest in his or her account, annual installments over a period of 10 years or less or an amount each year not to extend beyond the participant’s life expectancy.
Forfeited Accounts – At December 31, 2003 forfeited nonvested accounts totaled $3,806. These accounts will be reallocated to participants in the same manner as employer contributions.
Administrative Expenses - Administrative expenses are paid directly by the Plan.
Note 2 - Summary of Accounting Policies:
Basis of Accounting - The financial statements of the Plan are prepared using the accrual method of accounting.
Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition - The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year end. Shares of Capital Corp of the West are valued by the exchange price on the Nasdaq National Market System at the close of business on December 31, 2003 and 2002. Participant notes receivable are valued at cost which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis.
Benefit Payments - Benefits are recorded when paid.
13
Note 3 - Plan Termination:
Although it has not expressed the intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, Participants will become fully vested in their accounts.
Note 4 - Tax Status:
The Plan obtained its latest determination letter on October 25, 1995, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The plan has been amended since receiving the determination letter. However, the plan administrator and the plan’s tax counsel believe that the plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt as of the financial statement date.
14
For calender plan year 2003
Name of plan sponsor:
Capital Corp of the West
Name of plan:
Capital Corp of the West
401 (k) Plan
Schedule of Assets Held for Investment Purposes At End of Year
Identity of issue | | Description of investment including maturity date | | Cost | | Current Value | |
Great West Life | | Maxim Aggressive Profile II | | 62,153 | | 81,370 | |
Great West Life | | Maxim Moderate Profile II | | 215,644 | | 258,737 | |
Great West Life | | Maxim Conservative Profile II | | 68,375 | | 75,218 | |
Great West Life | | Putnam International Equity Fund – A | | 10,927 | | 13,717 | |
Great West Life | | Oakmark International II | | 15,410 | | 17,554 | |
Great West Life | | Janus Adviser Worldwide | | 55,152 | | 69,081 | |
Great West Life | | Maxim Ariel Small-Cap Fund | | 84,366 | | 100,719 | |
Great West Life | | Strong Advisor Small Cap Value A | | 11,836 | | 15,138 | |
Great West Life | | Maxim Index 600 | | 70,585 | | 77,119 | |
Great West Life | | RS Diversified Growth | | 25,658 | | 39,069 | |
Great West Life | | Lord Abbett Mid-Cap Value A | | 45,544 | | 50,065 | |
Great West Life | | Ariel Appreciation | | 10,733 | | 13,460 | |
Great West Life | | Fidelity Advisor Mid Cap T | | 64,535 | | 85,471 | |
Great West Life | | Maxim T. Rowe Price Equity Income | | 130,119 | | 162,929 | |
Great West Life | | American Funds Washington Mutual R3 | | 8,567 | | 9,340 | |
Great West Life | | Maxim S & P 500 Index | | 292,398 | | 318,891 | |
Great West Life | | Marsico Focus | | 15,548 | | 18,738 | |
Great West Life | | Janus Growth and Income Fund | | 9,967 | | 11,936 | |
Great West Life | | Oppenheimer Capital Appreciation A | | 260,818 | | 338,248 | |
Great West Life | | Putnam Voyager A | | 191,624 | | 237,285 | |
Great West Life | | Maxim Bond Index | | 46,057 | | 48,669 | |
Great West Life | | Maxim Loomis Sayles Bond Portfolio | | 155,797 | | 183,214 | |
Great West Life | | Maxim US Government Mortgage Securities | | 89,838 | | 96,019 | |
Great West Life | | Pimco Total Return Admin | | 38,413 | | 39,279 | |
Great West Life | | Guaranteed Certificate Fund | | 36,880 | | 39,006 | |
Great West Life | | Short Term Fund | | 5,433 | | 8,392 | |
Great West Life | | Guaranteed Portfolio Fund | | 97,865 | | 98,423 | |
Participant Loans | | Interest Rates 6.25% - 10.5% | | | | 104,974 | |
Capital Corp of the West | | 134,746 SHS of Company Stock | | | | 5,326,509 | |
County Bank | | Money Market Account | | 511 | | 511 | |
Hoeffer & Arnett | | Money Fund | | 14,587 | | 14,587 | |
15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee of the Capital Corp of the West 401(k) Plan has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
Capital Corp of the West
401(k) and Employee Stock Ownership Plan
Date: July 29, 2004
| By: | /S/ R. Dale McKinney | | |
| | R. Dale McKinney | |
| | Chief Financial Officer | |
16
