UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Quarter ended September 30, 2003 Commission file number 0-10997
WEST COAST BANCORP
(Exact name of registrant as specified in its charter)
Oregon (State or other jurisdiction of incorporation or organization) |
93-0810577 (I.R.S. Employer Identification No.) |
|
5335 Meadows Road Suite 201 Lake Oswego, Oregon (Address of principal executive offices) |
97035 (Zip Code) |
Registrants telephone number, including area code: (503) 684-0884
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ]
The number of shares of Registrants Common Stock outstanding on October 31, 2003 was 15,141,669.
WEST COAST BANCORP
FORM 10-Q
Table of Contents
PART I. Financial Information
Item 1. | Financial Statements (unaudited) | Page | |||||||
Consolidated Balance Sheets -
September 30, 2003 and December 31, 2002 |
3 | ||||||||
Consolidated Statements of Income -
Three and nine months ended September 30, 2003 and 2002 |
4 | ||||||||
Consolidated Statements of Cash Flows -
Nine months ended September 30, 2003 and 2002 |
5 | ||||||||
Consolidated Statements of Changes in Stockholders Equity -
Nine months ended September 30, 2003 and year ended December 31, 2002 |
6 | ||||||||
Notes to Consolidated Financial Statements |
7 | ||||||||
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations | 14 | |||||||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 28 | |||||||
Item 4. | Controls and Procedures | 28 | |||||||
PART II. Other Information | |||||||||
Item 1. | Legal Proceedings | 28 | |||||||
Item 6. | Exhibits and Reports on Form 8-K | 28 | |||||||
Signatures | 29 |
2
PART I. Financial Information
Item 1. Financial Statements
WEST COAST BANCORP
CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 30, | December 31, | ||||||||||
(Dollars and shares in thousands) | 2003 | 2002 | |||||||||
ASSETS: |
|||||||||||
Cash and cash equivalents: |
|||||||||||
Cash and due from banks |
$ | 43,597 | $ | 55,026 | |||||||
Interest-bearing deposits in other banks |
25,569 | 2,316 | |||||||||
Federal funds sold |
52,616 | 391 | |||||||||
Total cash and cash equivalents |
121,782 | 57,733 | |||||||||
Trading assets |
915 | 967 | |||||||||
Investment securities available for sale, at fair value
(amortized cost: $287,149 and $257,954) |
291,638 | 266,407 | |||||||||
Loans held for sale |
3,542 | 10,924 | |||||||||
Loans |
1,199,434 | 1,159,915 | |||||||||
Allowance for loan losses |
(18,049 | ) | (16,838 | ) | |||||||
Loans, net |
1,181,385 | 1,143,077 | |||||||||
Premises and equipment, net |
27,113 | 26,609 | |||||||||
Intangible assets, net |
953 | 1,218 | |||||||||
Bank owned life insurance |
18,289 | 1,757 | |||||||||
Other assets |
23,426 | 23,635 | |||||||||
Total assets |
$ | 1,669,043 | $ | 1,532,327 | |||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|||||||||||
Deposits: |
|||||||||||
Demand |
$ | 336,135 | $ | 275,724 | |||||||
Savings and interest-bearing demand |
702,164 | 619,502 | |||||||||
Certificates of deposit |
366,624 | 371,227 | |||||||||
Total deposits |
1,404,923 | 1,266,453 | |||||||||
Short-term borrowings |
5,075 | 9,902 | |||||||||
Long-term borrowings |
83,000 | 98,000 | |||||||||
Mandatorily redeemable trust preferred securities |
20,000 | 12,500 | |||||||||
Other liabilities |
18,588 | 12,085 | |||||||||
Total liabilities |
1,531,586 | 1,398,940 | |||||||||
Commitments and contingent liabilities (note 8)
|
|||||||||||
STOCKHOLDERS EQUITY: |
|||||||||||
Preferred stock: no par value, none issued;
10,000,000 shares authorized |
| | |||||||||
Common stock: no par value, 55,000,000 shares
authorized; 15,146 and 15,326 shares issued
and outstanding, respectively |
18,933 | 19,158 | |||||||||
Additional paid-in capital |
68,512 | 72,279 | |||||||||
Retained earnings |
49,169 | 38,047 | |||||||||
Unearned compensation |
(1,347 | ) | (671 | ) | |||||||
Accumulated other comprehensive income |
2,190 | 4,574 | |||||||||
Total stockholders equity |
137,457 | 133,387 | |||||||||
Total liabilities and stockholders equity |
$ | 1,669,043 | $ | 1,532,327 | |||||||
See notes to consolidated financial statements.
3
WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Dollars and shares in thousands | Three months ended September 30, | Nine months ended September 30, | ||||||||||||||||
except per share data) | 2003 | 2002 | 2003 | 2002 | ||||||||||||||
INTEREST INCOME: |
||||||||||||||||||
Interest and fees on loans |
$ | 19,219 | $ | 21,628 | $ | 58,406 | $ | 62,663 | ||||||||||
Interest on taxable investment securities |
2,076 | 2,286 | 6,269 | 6,922 | ||||||||||||||
Interest on nontaxable investment securities |
813 | 880 | 2,463 | 2,672 | ||||||||||||||
Interest on deposits in other banks |
40 | 26 | 52 | 60 | ||||||||||||||
Interest on federal funds sold |
61 | 62 | 90 | 83 | ||||||||||||||
Total interest income |
22,209 | 24,882 | 67,280 | 72,400 | ||||||||||||||
INTEREST EXPENSE: |
||||||||||||||||||
Savings and interest-bearing demand |
1,055 | 1,815 | 3,548 | 5,544 | ||||||||||||||
Certificates of deposit |
2,584 | 3,445 | 8,284 | 11,051 | ||||||||||||||
Short-term borrowings |
16 | 64 | 262 | 265 | ||||||||||||||
Long-term borrowings |
932 | 1,906 | 3,106 | 4,754 | ||||||||||||||
Mandatorily redeemable trust preferred securities |
287 | 274 | 812 | 503 | ||||||||||||||
Total interest expense |
4,874 | 7,504 | 16,012 | 22,117 | ||||||||||||||
NET INTEREST INCOME |
17,335 | 17,378 | 51,268 | 50,283 | ||||||||||||||
Provision for loan losses |
875 | 1,467 | 2,575 | 3,787 | ||||||||||||||
Net interest income after provision for loan losses |
16,460 | 15,911 | 48,693 | 46,496 | ||||||||||||||
NONINTEREST INCOME: |
||||||||||||||||||
Service charges on deposit accounts |
1,740 | 1,563 | 5,189 | 4,675 | ||||||||||||||
Other service charges, commissions and fees |
1,749 | 1,300 | 4,853 | 3,841 | ||||||||||||||
Trust revenue |
439 | 394 | 1,299 | 1,301 | ||||||||||||||
Gain on sales of loans |
1,533 | 899 | 4,246 | 2,971 | ||||||||||||||
Bank owned life insurance |
226 | | 532 | | ||||||||||||||
Gain on sales of securities |
| | 192 | | ||||||||||||||
Other |
107 | 108 | 305 | 1,201 | ||||||||||||||
Total noninterest income |
5,794 | 4,264 | 16,616 | 13,989 | ||||||||||||||
NONINTEREST EXPENSE: |
||||||||||||||||||
Salaries and employee benefits |
8,318 | 7,421 | 24,211 | 22,136 | ||||||||||||||
Equipment |
1,263 | 1,337 | 3,724 | 3,834 | ||||||||||||||
Occupancy |
1,261 | 1,135 | 3,616 | 3,445 | ||||||||||||||
Check and other transaction processing |
746 | 643 | 2,138 | 1,906 | ||||||||||||||
Professional fees |
587 | 491 | 1,729 | 1,276 | ||||||||||||||
Courier and postage |
503 | 501 | 1,531 | 1,463 | ||||||||||||||
Marketing |
510 | 535 | 1,478 | 1,424 | ||||||||||||||
Other loan expense |
423 | 169 | 1,310 | 862 | ||||||||||||||
Communications |
291 | 297 | 888 | 891 | ||||||||||||||
Other taxes and insurance |
185 | 189 | 547 | 571 | ||||||||||||||
Printing and office supplies |
153 | 160 | 489 | 521 | ||||||||||||||
Other noninterest expense |
607 | 305 | 1,697 | 1,905 | ||||||||||||||
Total noninterest expense |
14,847 | 13,183 | 43,358 | 40,234 | ||||||||||||||
INCOME BEFORE INCOME TAXES |
7,407 | 6,992 | 21,951 | 20,251 | ||||||||||||||
PROVISION FOR INCOME TAXES |
2,362 | 2,339 | 7,188 | 6,831 | ||||||||||||||
NET INCOME |
$ | 5,045 | $ | 4,653 | $ | 14,763 | $ | 13,420 | ||||||||||
Basic earnings per share |
$ | 0.33 | $ | 0.30 | $ | 0.98 | $ | 0.86 | ||||||||||
Diluted earnings per share |
$ | 0.32 | $ | 0.29 | $ | 0.94 | $ | 0.83 | ||||||||||
Weighted average common shares |
15,066 | 15,493 | 15,096 | 15,663 | ||||||||||||||
Weighted average diluted shares |
15,705 | 16,017 | 15,641 | 16,154 |
See notes to consolidated financial statements.
4
WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine months ended | |||||||||||
September 30, | |||||||||||
(Dollars in thousands) | 2003 | 2002 | |||||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|||||||||||
Net income |
$ | 14,763 | $ | 13,420 | |||||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
|||||||||||
Depreciation of premises and equipment |
2,097 | 2,486 | |||||||||
Deferred income tax benefit |
(357 | ) | (66 | ) | |||||||
Write-down of premises and equipment |
| 613 | |||||||||
Amortization of intangibles |
265 | 269 | |||||||||
Provision for loan losses |
2,575 | 3,787 | |||||||||
Increase in interest receivable |
(372 | ) | (170 | ) | |||||||
Decrease in other assets |
938 | 2,155 | |||||||||
Gain on sale of available for sale securities |
(192 | ) | | ||||||||
Gain on sales of loans |
4,246 | 2,971 | |||||||||
Origination of loans held for sale |
(60,232 | ) | (45,836 | ) | |||||||
Proceeds from sales of loans held for sale |
63,369 | 46,091 | |||||||||
Decrease in interest payable |
(228 | ) | (74 | ) | |||||||
Increase in other liabilities |
6,731 | 3,888 | |||||||||
Increase in cash surrender value of bank owned life insurance |
(532 | ) | | ||||||||
Stock based compensation expense |
506 | 406 | |||||||||
Tax benefit associated with stock options |
644 | 260 | |||||||||
Decrease in trading assets |
52 | 109 | |||||||||
Net cash provided by operating activities |
34,273 | 30,309 | |||||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
|||||||||||
Proceeds from maturities of available for sale securities |
87,040 | 44,120 | |||||||||
Proceeds from sales of available for sale securities |
4,158 | | |||||||||
Purchase of available for sale securities |
(118,621 | ) | (59,915 | ) | |||||||
Purchase of bank owned life insurance |
(16,000 | ) | | ||||||||
Loans made to customers greater than principal collected on loans |
(40,884 | ) | (55,867 | ) | |||||||
Net capital expenditures |
(2,601 | ) | (1,425 | ) | |||||||
Net cash used in investing activities |
(86,908 | ) | (73,087 | ) | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
|||||||||||
Net increase in demand, savings and interest
bearing transaction accounts |
143,073 | 82,948 | |||||||||
Net increase (decrease) in certificates of deposit |
(4,603 | ) | 28,340 | ||||||||
Proceeds from issuance of trust preferred securities |
7,500 | 7,500 | |||||||||
Proceeds from issuance of long-term borrowings |
| 50,000 | |||||||||
Repayment of long-term borrowings |
(15,000 | ) | (47,500 | ) | |||||||
Net decrease in short-term borrowings |
(4,827 | ) | (16,786 | ) | |||||||
Redemption and repurchase of common stock |
(7,714 | ) | (9,971 | ) | |||||||
Net proceeds from issuance of common stock |
1,896 | 850 | |||||||||
Dividends paid and cash paid for fractional shares |
(3,641 | ) | (3,506 | ) | |||||||
Net cash provided by financing activities |
116,684 | 91,875 | |||||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS |
64,049 | 49,097 | |||||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
57,733 | 52,961 | |||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 121,782 | $ | 102,058 | |||||||
Supplemental cash flow information: |
|||||||||||
Cash paid in the period for: |
|||||||||||
Interest |
$ | 16,240 | $ | 22,191 | |||||||
Income taxes |
$ | 6,950 | $ | 1,627 |
See notes to consolidated financial statements.
5
WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Unaudited)
Accumulated | ||||||||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||||||||
(Shares and Dollars in thousands) | Common Stock | Paid-In | Retained | Unearned | Comprehensive | |||||||||||||||||||||||||||||
Shares | Amount | Capital | Earnings | Compensation | Income | Total | ||||||||||||||||||||||||||||
BALANCE, January 1, 2002 |
16,025 | $ | 20,032 | $ | 82,679 | $ | 24,543 | $ | (878 | ) | $ | 2,414 | $ | 128,790 | ||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||
Net income |
| | | 18,203 | | | 18,203 | |||||||||||||||||||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||||||||
Net unrealized investment gains |
| | | | | 2,160 | 2,160 | |||||||||||||||||||||||||||
Other comprehensive income, net of tax |
2,160 | |||||||||||||||||||||||||||||||||
Comprehensive income |
$ | 20,363 | ||||||||||||||||||||||||||||||||
Cash dividends, $.30 per common share |
| | | (4,699 | ) | | | (4,699 | ) | |||||||||||||||||||||||||
Issuance of common stock- option plans |
164 | 205 | 1,272 | | | | 1,477 | |||||||||||||||||||||||||||
Redemption of common stock |
(35 | ) | (44 | ) | (464 | ) | 18 | | (490 | ) | ||||||||||||||||||||||||
Activity in Deferred Compensation Plan |
13 | 16 | 144 | | | | 160 | |||||||||||||||||||||||||||
Issuance of common stock-
restricted stock plans |
25 | 31 | 346 | (377 | ) | | | |||||||||||||||||||||||||||
Amortization of deferred compensation
restricted stock |
| | | | 566 | | 566 | |||||||||||||||||||||||||||
Common stock repurchased and retired |
(866 | ) | (1,082 | ) | (11,999 | ) | | | | (13,081 | ) | |||||||||||||||||||||||
Tax benefit associated with stock options |
301 | | 301 | |||||||||||||||||||||||||||||||
BALANCE, December 31, 2002 |
15,326 | 19,158 | 72,279 | 38,047 | (671 | ) | 4,574 | 133,387 | ||||||||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||||||||
Net income |
| | | 14,763 | | | 14,763 | |||||||||||||||||||||||||||
Other comprehensive loss, net of tax: |
||||||||||||||||||||||||||||||||||
Net unrealized investment losses and
unrealized derivative losses |
| | | | | (2,384 | ) | (2,384 | ) | |||||||||||||||||||||||||
Other comprehensive loss, net of tax |
(2,384 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income |
$ | 12,379 | ||||||||||||||||||||||||||||||||
Cash dividends, $.24 per common share |
| | | (3,641 | ) | | | (3,641 | ) | |||||||||||||||||||||||||
Issuance of common stock- option plans |
230 | 288 | 2,046 | | | | 2,334 | |||||||||||||||||||||||||||
Redemption of common stock |
(26 | ) | (33 | ) | (404 | ) | | 21 | | (416 | ) | |||||||||||||||||||||||
Activity in deferred compensation plan |
(1 | ) | (2 | ) | (21 | ) | | | | (23 | ) | |||||||||||||||||||||||
Issuance of common stock-
restricted stock plans |
74 | 93 | 1,111 | | (1,203 | ) | | 1 | ||||||||||||||||||||||||||
Amortization of deferred compensation
restricted stock |
| | | | 506 | | 506 | |||||||||||||||||||||||||||
Common stock repurchased and retired |
(457 | ) | (571 | ) | (7,143 | ) | | (7,714 | ) | |||||||||||||||||||||||||
Tax benefit associated with stock options |
| | 644 | | | | 644 | |||||||||||||||||||||||||||
BALANCE, September 30, 2003 |
15,146 | $ | 18,933 | $ | 68,512 | $ | 49,169 | $ | (1,347 | ) | $ | 2,190 | $ | 137,457 | ||||||||||||||||||||
See notes to consolidated financial statements.
6
WEST COAST BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements include the accounts of West Coast Bancorp (Bancorp or the Company) and its wholly-owned subsidiaries, West Coast Bank (the Bank), which includes its wholly owned subsidiary Eld Inc., West Coast Trust, West Coast Statutory Trust I, West Coast Statutory Trust II, West Coast Statutory Trust III, Centennial Funding Corporation and Totten, Inc. All significant intercompany balances and transactions have been eliminated in consolidation.
The interim unaudited consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America (generally accepted accounting principles) for interim financial information. In addition, this report has been prepared in accordance with the instructions for Form 10-Q, and therefore, these financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The financial information contained in this report reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of the results of the interim periods. All such adjustments are of a normal recurring nature. The results of operations for the three and nine months ended September 30, 2003, and cash flows for the nine months ended September 30, 2003, are not necessarily indicative of the results that may be expected for the year ending December 31, 2003, or other future periods.
Certain reclassifications of prior year amounts have been made to conform to current classifications. The accompanying interim consolidated financial statements should be read in conjunction with the financial statements and related notes contained in Bancorps 2002 Annual Report on Form 10-K.
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from banks, and federal funds sold. Generally, federal funds are purchased and sold for one-day periods.
Loans Held for Sale includes mortgage loans and is reported at the lower of cost or market value. Gains or losses on the sale of loans that are held for sale and certain SBA loans, are recognized at the time of the sale and determined by the difference between net sale proceeds and the net book value of the loans less the estimated fair value of any retained servicing rights.
Loans are reported net of unearned income. Interest income on loans is accrued daily on the principal balance outstanding. Loan and commitment fees and the direct cost of originating a loan are deferred and recognized over the life of the loan and/or commitment period as yield adjustments. Generally, no interest is accrued on loans when factors indicate collection of interest is doubtful or when the principal or interest payment becomes 90 days past due. For such loans, previously accrued but uncollected interest is charged against current earnings, and income is only recognized to the extent payments are subsequently received.
Impaired loans are measured based on the present value of expected future cash flows discounted at the loans effective interest rate or, as a practical expedient, at the loans observable market price or the fair value of the collateral if the loan is collateral dependent. Loans that are currently measured at fair value or at lower of cost or fair value, leases and certain large groups of smaller balance homogeneous loans that are collectively measured for impairment are excluded.
The allowance for loan loss is based on managements estimates of probable loan losses incurred as of the balance sheet date. Management determines the adequacy of the allowance for loan loss based on evaluations of the loan portfolio, recent loss experience, and other factors, including economic conditions. The Company determines the amount of the allowance for loan loss required for certain sectors based on relative risk characteristics of the loan portfolio and other financial instruments with credit exposure. Actual losses may vary from current estimates. These estimates are reviewed periodically and, as adjustments become necessary, are reported in earnings in the periods in which they become known. The allowance for loan loss is increased by provisions for loan losses in operating earnings. Losses are charged to the allowance while recoveries are credited to the allowance.
7
2. NEW ACCOUNTING PRONOUNCEMENTS
In April 2003, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. SFAS No. 149 amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, for certain decisions made by the FASB and to incorporate clarifications of the definition of a derivative. Management does not expect that the provisions of SFAS No. 149 will impact our results of operations or financial condition.
In May 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability or an asset in some circumstances. Many of those instruments were previously classified as equity. This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. For mandatorily redeemable financial instruments that have a fixed redemption date and are redeemable for a fixed or determinable amount the FASB agreed to defer the adoption of the standard for one additional year (for the first fiscal period beginning after December 15, 2004). The FASB has revised the effective date for the following: For mandatorily redeemable financial instruments that do not have a fixed redemption date or are not redeemable for a fixed or determinable amount the FASB agreed to defer application for an indefinite period of time. As it relates to the application of Paragraph 9 of FAS 150 to mandatorily redeemable interests issued by a subsidiary in the financial statements of the subsidiary and consolidated entity: For instruments that would be classified as equity by the subsidiary under the exception in Paragraph 9, the FASB agreed to defer the measurement and classification provisions of the standard indefinitely. For instruments that would be classified as a liability by the subsidiary and the instrument was issued before November 5, 2003, the FASB agreed to defer the measurement provisions of Paragraph 22 indefinitely. However, the classification provisions are not deferred. Management does not expect that the provisions of SFAS No. 150 will impact our results of operations or financial condition.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities. This interpretation requires a variable interest entity to be consolidated by the primary beneficiary of that entity. The consolidation requirements of this interpretation apply immediately to variable interest entities created after January 31, 2003, and apply to existing entities for the first fiscal year or interim period beginning after June 15, 2003. Certain disclosure requirements apply in all financial statements issued after January 31, 2003, regardless of when the variable interest entity was established. In October 2003, the FASB decided to defer to the fourth quarter from the third quarter the implementation date for Interpretation No. 46. The Company is currently evaluating the impact of the interpretation on its financial statements and, except for the possible effects related to the issuance of its trust preferred securities and any related regulatory effects, does not currently believe the interpretation will have a material impact on the results of operations or financial condition of Bancorp.
8
3. ACCOUNTING FOR STOCK BASED COMPENSATION
At September 30, 2003, Bancorp had multiple stock option plans. Bancorp accounts for its stock option plans using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, under which no compensation cost has been recognized in the periods presented. All options granted under our stock option plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the fair value based method established in SFAS No. 123, Accounting for Stock-Based Compensation, had been applied to all outstanding and unvested awards in each period.
(Dollars in thousands, except per share data) | Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | ||||||||||||||||
2003 | 2002 | 2003 | 2002 | ||||||||||||||
Net income, as reported |
$ | 5,045 | $ | 4,653 | $ | 14,763 | $ | 13,420 | |||||||||
Deduct: Total stock-based compensation expense
determined under fair value based method for all
options, net of related tax effects |
(174 | ) | (204 | ) | (602 | ) | (572 | ) | |||||||||
Pro forma net income |
$ | 4,871 | $ | 4,449 | $ | 14,161 | $ | 12,848 | |||||||||
Earnings per share: |
|||||||||||||||||
Basic-as reported |
$ | 0.33 | $ | 0.30 | $ | 0.98 | $ | 0.86 | |||||||||
Basic-proforma |
$ | 0.32 | $ | 0.29 | $ | 0.94 | $ | 0.82 | |||||||||
Diluted-as reported |
$ | 0.32 | $ | 0.29 | $ | 0.94 | $ | 0.83 | |||||||||
Diluted-proforma |
$ | 0.31 | $ | 0.28 | $ | 0.91 | $ | 0.80 |
4. COMPREHENSIVE INCOME
The components of comprehensive income are as follows:
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
(Dollars in thousands) | 2003 | 2002 | 2003 | 2002 | |||||||||||||
Net income as reported |
$ | 5,045 | $ | 4,653 | $ | 14,763 | $ | 13,420 | |||||||||
Unrealized gains (losses) on securities: |
|||||||||||||||||
Unrealized holding (losses) gains arising during the period |
(5,687 | ) | 4,139 | (3,772 | ) | 5,316 | |||||||||||
Tax benefit (provision) |
2,234 | (1,627 | ) | 1,483 | (2,089 | ) | |||||||||||
Net unrealized (losses) gains on securities, net of tax |
(3,453 | ) | 2,512 | (2,289 | ) | 3,227 | |||||||||||
Less: Reclassification adjustment for gains on sales of securities |
| | (192 | ) | | ||||||||||||
Tax provision |
| | 75 | | |||||||||||||
Net realized gains on sale of securities, net of tax |
| | (117 | ) | | ||||||||||||
Unrealized gains (losses) on derivatives: |
|||||||||||||||||
Unrealized holding gains (losses) on derivatives arising during the period |
202 | (740 | ) | 37 | (911 | ) | |||||||||||
Tax benefit (provision) |
(79 | ) | 291 | (15 | ) | 358 | |||||||||||
Net unrealized holding gains (losses) from derivatives, net of tax |
123 | (449 | ) | 22 | (553 | ) | |||||||||||
Total comprehensive income |
$ | 1,715 | $ | 6,716 | $ | 12,379 | $ | 16,094 | |||||||||
Bancorp currently uses two single interest-rate swaps to convert two variable rate Trust Preferred Securities issuances to fixed rates. The third of our three Trust Preferred Securities, issued in September 2003, has a fixed rate for five years. The two swaps entered into concurrently with the issuance of the Trust Preferred Securities are accounted for as cash flow hedges under SFAS No. 133. The fair value of Bancorps swaps was an unrealized loss of $.93 million at September 30, 2003 and $.96 million at December 31, 2002. This unrealized loss is reflected in other liabilities on the consolidated balance sheet, as well as in accumulated other comprehensive income in the consolidated statement of changes in stockholders equity.
9
5. EARNINGS PER SHARE
The following tables reconcile the numerator and denominator of the basic and diluted earnings per share computations:
Per Share | |||||||||||||
(Dollars and shares in thousands, except per share data) | Net Income | Weighted Average Shares | Amount | ||||||||||
Three months ended September 30, 2003 | |||||||||||||
Basic earnings |
$ | 5,045 | 15,066 | $ | 0.33 | ||||||||
Common stock equivalents from: |
|||||||||||||
Stock options |
610 | ||||||||||||
Restricted stock |
29 | ||||||||||||
Diluted earnings |
$ | 5,045 | 15,705 | $ | 0.32 | ||||||||
Three months ended September 30, 2002 | |||||||||||||
Basic earnings |
$ | 4,653 | 15,493 | $ | 0.30 | ||||||||
Common stock equivalents from: |
|||||||||||||
Stock options |
492 | ||||||||||||
Restricted stock |
32 | ||||||||||||
Diluted earnings |
$ | 4,653 | 16,017 | $ | 0.29 | ||||||||
(Dollars and shares in thousands, except per share data) | Net Income | Weighted Average Shares | Per
Share Amount |
||||||||||
Nine months ended September 30, 2003 | |||||||||||||
Basic earnings |
$ | 14,763 | 15,096 | $ | 0.98 | ||||||||
Common stock equivalents from: |
|||||||||||||
Stock options |
511 | ||||||||||||
Restricted stock |
34 | ||||||||||||
Diluted earnings |
$ | 14,763 | 15,641 | $ | 0.94 | ||||||||
Nine months ended September 30, 2002 | |||||||||||||
Basic earnings |
$ | 13,420 | 15,663 | $ | 0.86 | ||||||||
Common stock equivalents from: |
|||||||||||||
Stock options |
447 | ||||||||||||
Restricted stock |
44 | ||||||||||||
Diluted earnings |
$ | 13,420 | 16,154 | $ | 0.83 | ||||||||
For the periods reported, Bancorp had no reconciling items between net income and income available to common stockholders.
10
6. PREMISES AND EQUIPMENT
The following table presents the amounts of premises and equipment:
(Dollars in thousands) | September 30, 2003 | December 31, 2002 | ||||||
Land |
$ | 4,796 | $ | 4,796 | ||||
Buildings and improvements |
23,427 | 22,881 | ||||||
Furniture and equipment |
23,480 | 22,432 | ||||||
Construction in progress |
351 | 37 | ||||||
52,054 | 50,146 | |||||||
Accumulated depreciation |
(24,941 | ) | (23,537 | ) | ||||
Total |
$ | 27,113 | $ | 26,609 | ||||
Depreciation included in the net occupancy and equipment expense amounted to $2.1 million and $2.5 million in the first nine months of 2003 and 2002, respectively. The Company periodically reviews the recorded value of its long-lived assets, specifically premises and equipment, to determine whether impairment exists. During the first nine months of 2003, there were no impairment write-downs. In 2002, under the guidance of SFAS No. 144, Accounting for the Impairment or Disposal of Long-lived Assets, the Company recognized a total of $613,000 of expenses in other noninterest expense related to fixed asset write-offs and impairment charges. The fair value of the properties was based on pending sale prices and independent appraisals.
7. ALLOWANCE FOR LOAN LOSSES
The following table represents activity in the allowance for loan losses for the nine months ended September 30, 2003, and 2002:
Nine months ended | ||||||||
(Dollars in thousands) | September 30, 2003 | September 30, 2002 | ||||||
Balance at beginning of period |
$ | 16,838 | $ | 15,252 | ||||
Provision for loan losses |
2,575 | 3,787 | ||||||
Loans charged off |
(1,883 | ) | (2,951 | ) | ||||
Recoveries |
519 | 188 | ||||||
Balance at end of period |
$ | 18,049 | $ | 16,276 | ||||
8. CONTINGENCIES AND LITIGATION
On August 22, 2003, the lawsuit against the Company known as Walter L. West, dba Walter West Construction Co. v. Jeffrey Teeny, Stephen L. Stoelk, Shauna L. Stoelk, B.A.S.S. Construction Co., Inc., and West Coast Bancorp was dismissed by the plaintiff voluntarily. In doing so, the plaintiff indicated that the action would be re-filed in another county. The plaintiff has not yet re-filed.
Plaintiffs allegations in the dismissed suit relate to Bancorps alleged failure to provide take out financing to a third party in connection with a real estate transaction in 1998. Plaintiff alleged that it was a third party beneficiary of an agreement to provide financing and that Bancorps actions in connection with the transaction constituted a breach of contract and were tortious under Oregon law. Plaintiff sought damages from Bancorp in the amount of $3.5 million, plus such additional damages as may be proven at trial.
In addition, Bancorp is periodically party to litigation arising in the ordinary course of its business. Based on information currently known to management, although there are uncertainties inherent in litigation, we do not believe there is any legal action to which Bancorp or any of its subsidiaries is a party that, individually or in the aggregate, will have a materially adverse effect on Bancorps financial condition and results of operations.
11
9. SEGMENT AND RELATED INFORMATION
Bancorp accounts for intercompany fees and services at an estimated fair value according to regulatory requirements for the service provided. Intercompany items relate primarily to the use of accounting, human resources, data processing and marketing services provided. All other accounting policies are the same as those described in the summary of significant accounting policies in Bancorps 2002 Annual Report on Form 10-K.
Summarized financial information concerning Bancorps reportable segments and the reconciliation to Bancorps consolidated results is shown in the following table. The Other column includes Bancorps trust operations and corporate-related items. Investment in subsidiaries is netted out of the presentations below. The Intersegment column identifies the intersegment activities of revenues, expenses and other assets between the Banking and Other segments.
(Dollars in thousands) | Three months ended September 30, 2003 | |||||||||||||||||
Banking | Other | Intersegment | Consolidated | |||||||||||||||
Interest income |
$ | 22,189 | $ | 187 | $ | (167 | ) | $ | 22,209 | |||||||||
Interest expense |
4,707 | 334 | (167 | ) | 4,874 | |||||||||||||
Net interest income |
17,482 | (147 | ) | | 17,335 | |||||||||||||
Provision for loan loss |
875 | | | 875 | ||||||||||||||
Noninterest income |
5,389 | 468 | (63 | ) | 5,794 | |||||||||||||
Noninterest expense |
14,386 | 524 | (63 | ) | 14,847 | |||||||||||||
Income (loss) before income taxes |
7,610 | (203 | ) | | 7,407 | |||||||||||||
Provision (benefit) for income taxes |
2,442 | (80 | ) | | 2,362 | |||||||||||||
Net income (loss) |
$ | 5,168 | $ | (123 | ) | $ | | $ | 5,045 | |||||||||
Depreciation and amortization |
$ | 541 | $ | 1 | $ | | $ | 542 | ||||||||||
Assets |
$ | 1,667,182 | $ | 23,498 | $ | (21,637 | ) | $ | 1,669,043 | |||||||||
Loans, net |
$ | 1,181,385 | $ | 20,619 | $ | (20,619 | ) | $ | 1,181,385 | |||||||||
Deposits |
$ | 1,417,231 | $ | | $ | (12,308 | ) | $ | 1,404,923 | |||||||||
Equity |
$ | 142,413 | $ | 3,297 | N/A | $ | 137,457 |
(Dollars in thousands) | Three months ended September 30, 2002 | |||||||||||||||||
Banking | Other | Intersegment | Consolidated | |||||||||||||||
Interest income |
$ | 24,861 | $ | 231 | $ | (210 | ) | $ | 24,882 | |||||||||
Interest expense |
7,366 | 348 | (210 | ) | 7,504 | |||||||||||||
Net interest income |
17,495 | (117 | ) | | 17,378 | |||||||||||||
Provision for loan loss |
1,467 | | | 1,467 | ||||||||||||||
Noninterest income |
3,907 | 396 | (39 | ) | 4,264 | |||||||||||||
Noninterest expense |
12,779 | 443 | (39 | ) | 13,183 | |||||||||||||
Income (loss) before income taxes |
7,156 | (164 | ) | | 6,992 | |||||||||||||
Provision (benefit) for income taxes |
2,405 | (66 | ) | | 2,339 | |||||||||||||
Net income (loss) |
$ | 4,751 | $ | (98 | ) | $ | | $ | 4,653 | |||||||||
Depreciation and amortization |
$ | 801 | $ | | $ | | $ | 801 | ||||||||||
Assets |
$ | 1,546,760 | $ | 26,261 | $ | (24,869 | ) | $ | 1,548,152 | |||||||||
Loans, net |
$ | 1,121,878 | $ | 12,500 | $ | (12,500 | ) | $ | 1,121,878 | |||||||||
Deposits |
$ | 1,294,171 | $ | | $ | (11,451 | ) | $ | 1,282,720 | |||||||||
Equity |
$ | 135,322 | $ | 1,137 | N/A | $ | 132,925 |
12
9. SEGMENT AND RELATED INFORMATION (Continued)
(Dollars in thousands) | Nine months ended September 30, 2003 | |||||||||||||||||
Banking | Other | Intersegment | Consolidated | |||||||||||||||
Interest income |
$ | 67,221 | $ | 541 | $ | (482 | ) | $ | 67,280 | |||||||||
Interest expense |
15,547 | 947 | (482 | ) | 16,012 | |||||||||||||
Net interest income |
51,674 | (406 | ) | | 51,268 | |||||||||||||
Provision for loan loss |
2,575 | | | 2,575 | ||||||||||||||
Noninterest income |
15,419 | 1,380 | (183 | ) | 16,616 | |||||||||||||
Noninterest expense |
42,040 | 1,501 | (183 | ) | 43,358 | |||||||||||||
Income (loss) before income taxes |
22,478 | (527 | ) | | 21,951 | |||||||||||||
Provision (benefit) for income taxes |
7,394 | (206 | ) | | 7,188 | |||||||||||||
Net income (loss) |
$ | 15,084 | $ | (321 | ) | $ | | $ | 14,763 | |||||||||
Depreciation and amortization |
$ | 2,096 | $ | 1 | $ | | $ | 2,097 | ||||||||||
Assets |
$ | 1,667,182 | $ | 23,498 | $ | (21,637 | ) | $ | 1,669,043 | |||||||||
Loans, net |
$ | 1,181,385 | $ | 20,619 | $ | (20,619 | ) | $ | 1,181,385 | |||||||||
Deposits |
$ | 1,417,231 | $ | | $ | (12,308 | ) | $ | 1,404,923 | |||||||||
Equity |
$ | 142,413 | $ | 3,296 | N/A | $ | 137,457 |
(Dollars in thousands) | Nine months ended September 30, 2002 | |||||||||||||||||
Banking | Other | Intersegment | Consolidated | |||||||||||||||
Interest income |
$ | 72,331 | $ | 471 | $ | (402 | ) | $ | 72,400 | |||||||||
Interest expense |
21,873 | 646 | (402 | ) | 22,117 | |||||||||||||
Net interest income |
50,458 | (175 | ) | | 50,283 | |||||||||||||
Provision for loan loss |
3,787 | | | 3,787 | ||||||||||||||
Noninterest income |
12,803 | 1,305 | (119 | ) | 13,989 | |||||||||||||
Noninterest expense |
39,084 | 1,269 | (119 | ) | 40,234 | |||||||||||||
Income before income taxes |
20,390 | (139 | ) | | 20,251 | |||||||||||||
Provision for income taxes |
6,887 | (56 | ) | | 6,831 | |||||||||||||
Net income (loss) |
$ | 13,503 | $ | (83 | ) | $ | | $ | 13,420 | |||||||||
Depreciation and amortization |
$ | 2,486 | $ | | $ | | $ | 2,486 | ||||||||||
Assets |
$ | 1,546,760 | $ | 26,261 | $ | (24,869 | ) | $ | 1,548,152 | |||||||||
Loans, net |
$ | 1,121,878 | $ | 12,887 | $ | (12,887 | ) | $ | 1,121,878 | |||||||||
Deposits |
$ | 1,294,171 | $ | | $ | (11,451 | ) | $ | 1,282,720 | |||||||||
Equity |
$ | 135,322 | $ | 1,137 | N/A | $ | 132,925 |
13
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statement Disclosure
This Quarterly Report may contain statements regarding future events or performance that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the PSLRA) and are made pursuant to the safe harbors of the PSLRA. Forward-looking statements include, without limitation, statements regarding the outlook for future operations, the effect of changes in interest rates and the yield curve and their effect on Company net interest income and fee income, the adequacy of loan loss reserves, forecasts of future expenses and productivity, evaluation of market conditions, the outcome of legal proceedings, or plans for distribution, product or service development or expansion. Forward-looking statements are subject to risks and uncertainties that may cause actual results to be quite different from those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ include, among others, risks discussed in this Quarterly Report and in Bancorps other reports filed with the Securities and Exchange Commission, as well as the following: changes in general economic conditions, whether national or regional, that could affect the demand for loans or lead to increased loan losses; competitive factors, including increased competition with community, regional, and national financial institutions, that may lead to pricing pressures on rates Bancorp charges on loans and pays on deposits, reduced demand for our products and services or increasing difficulty attracting and retaining lending personnel; changes in interest rates that could result in lower net interest income, net interest margin, and fee income, including lower gains on sales of loans arising from mortgage activity; loss of customers of greatest value to Bancorp; changing business conditions in the banking industry; changes in the bank regulatory environment or new legislation; changes in vendor quality; changes in technology or required investments in technology; and weaknesses or limitations in the Companys monitoring and management of its disclosure controls and internal control environment. Readers are cautioned not to place undue reliance on forward-looking statements. Bancorp disclaims any obligation to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.
Results of Operations
Three months ended September 30, 2003 and 2002
Net Income. Bancorp reported net income of $5.05 million, or $.32 per diluted share, for the three months ended September 30, 2003, compared to $4.65 million, or $.29 per diluted share, for the three months ended September 30, 2002. Net interest income decreased slightly to $17.3 million in the third quarter of 2003 compared to $17.4 million for the same period in 2002.
Total non-interest income increased $1.5 million or 36% to $5.8 million for the three months ended September 30, 2003, compared to the same period a year ago. This was largely due to a $.6 million or 70% increase in gains on sales of loans stemming from very strong residential mortgage production and an increase in total service charges on deposit accounts and other service charges of $.6 million, or 22%. During the first quarter 2003, the Company invested in bank-owned life insurance, contributing $.2 million to non-interest income in the third quarter, with a partially offsetting impact on net interest income.
Non-interest expense increased $1.7 million or 13% to $14.8 million in the three months ended September 30, 2003, from the third quarter of 2002. Approximately two-thirds of the period-over-period increase was directly associated with new commercial lending personnel, new branches, higher incentive and commission expense, and expenses associated with foreclosure of certain properties. The remaining non-interest expense increase was mainly in salary, healthcare, professional, and transaction processing areas.
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 and net interest spread. Volume is the average dollar level of interest earning assets and interest bearing liabilities. Net interest spread is the difference between the average yield on interest earning assets and the average cost of interest bearing liabilities. Net interest margin is 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. Bancorps profitability, like that of many financial institutions, is dependent to a large extent upon net interest income. Our balance sheet is currently slightly liability sensitive, meaning that interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period. Therefore, a significant increase in market rates of interest, or a flattening or inverted interest rate yield curve, could adversely affect our net interest income. Further, the effects of a flattening yield curve could more adversely affect net interest income than any benefits received from a sustained, steep interest rate yield curve. Competition, the economy, and the interest rate environment also impact Bancorps net interest income in any period.
14
Analysis of Net Interest Income. Net interest income, including a $.4 million adjustment to a tax equivalent basis for the three months ended September 30, 2003, decreased less than 1% to $17.8 million from $17.9 million for the same period in 2002. The decrease was mainly due to the unfavorable effect on earning asset yield from the continuing low interest rate environment offset in part by increased average investment and loan balances and decreases in rates paid on interest bearing liabilities. Average yields on earning assets decreased 116 basis points to 5.90% in the third quarter of 2003 from 7.06% in 2002. Average interest earning assets increased $99 million, or 7.0%, to $1.52 billion in the third quarter of 2003 from $1.42 billion for the same period in 2002. Average rates paid on interest bearing liabilities decreased 98 basis points to 1.67% in the third quarter of 2003, from 2.65% for the same period in 2002. The net interest spread decreased from 4.41% in the third quarter of 2002 to 4.23% in the third quarter of 2003. Bancorps net interest margin for the three months ended September 30, 2003, was 4.63%, a decrease of 34 basis points from 4.97% for the comparable period of 2002. The decrease in Bancorps third quarter net interest margin and spread was caused by lower yields on earning assets, lower investment value of non-interest bearing deposits, and the purchase of bank owned life insurance during 2003.
The following table presents information regarding yields on interest-earning assets, expense on interest-bearing liabilities, and net yields on interest-earning assets for the periods indicated on a tax equivalent basis:
Three months ended | Increase | Percentage | ||||||||||||||
(Dollars in thousands) | September 30, | (Decrease) | Change | |||||||||||||
2003 | 2002 | 2003-2002 | 2003-2002 | |||||||||||||
Interest and fee income (1) |
$ | 22,647 | $ | 25,357 | ($2,710 | ) | -10.7 | % | ||||||||
Interest expense |
4,874 | 7,504 | (2,630 | ) | -35.0 | % | ||||||||||
Net interest income (1) |
$ | 17,773 | $ | 17,853 | ($80 | ) | -0.4 | % | ||||||||
Average interest earning assets |
$ | 1,523,487 | $ | 1,424,335 | $ | 99,152 | 7.0 | % | ||||||||
Average interest bearing liabilities |
$ | 1,157,933 | $ | 1,123,344 | $ | 34,589 | 3.1 | % | ||||||||
Average interest earning assets/
Average interest bearing liabilities |
131.6 | % | 126.8 | % | 4.8 | % | ||||||||||
Average yields earned (1) |
5.90 | % | 7.06 | % | -1.16 | % | ||||||||||
Average rates paid |
1.67 | % | 2.65 | % | -0.98 | % | ||||||||||
Net interest spread (1) |
4.23 | % | 4.41 | % | -0.18 | % | ||||||||||
Net interest margin (1) |
4.63 | % | 4.97 | % | -0.34 | % |
(1) | Interest earned on nontaxable securities has been computed on a 35% tax equivalent basis. Ratios for the three months ended September 30, 2003 and 2002 have been annualized where appropriate. |
Provision for Loan Loss. Bancorp recorded provisions for loan losses for the third quarter of 2003 and 2002 of $.88 million and $1.47 million, respectively. The decrease in the provision in the third quarter of 2003 compared to the third quarter of 2002 was primarily due to lower loan growth and net loan charge-offs in the third quarter of 2003. Net charge-offs for the third quarter of 2003 were $.7 million, compared to net charge-offs of $1.3 million for the same period in 2002. Net charge-offs were concentrated in commercial real estate and consumer credit portfolios. Annualized net charge-offs for the third quarter 2003 were 0.22% of average loans, compared to 0.44% in the same period last year. At September 30, 2003, non-performing assets were $5.4 million or 0.33% of total assets, compared to 0.41% one year earlier. Bancorps allowance for loan losses as a percentage of total loans was 1.50% at September 30, 2003, up from 1.43% at September 30, 2002. The provision for loan loss is recorded to bring the allowance for loan losses to an amount considered appropriate by management based on factors which are described in the Lending and Credit Management and Allowance for Loan Losses sections of this report.
Noninterest Income. Total non-interest income was $5.79 million for the three months ended September 30, 2003, compared to $4.26 million for the period ended September 30, 2002, an increase of $1.53 million or 36%. The growth in non-interest income was in large part due to a $.6 million or 70% increase in gains on sales of loans driven by strong residential mortgage production. Combined service charges on deposit accounts and other service charges, commissions and fees were $3.49 million in the quarter ended September 30, 2003, an increase of $.6 million or 22% over the same period last year. The increase reflects growth in deposit accounts and volumes, increased income in Bankcard related programs and higher income from investment services sales as well as higher overdraft fees. During the first and third quarter of 2003, the Company purchased $16 million of bank owned life insurance which produced $.2 million in revenue in the third quarter of 2003. Trust income increased 11% over the same period last year. Other noninterest income was relatively flat in the third quarter of 2003 compared to the like period in 2002.
15
Noninterest Expense. Noninterest expense for the third quarter ended September 30, 2003 was $14.8 million, an increase of $1.7 million compared to $13.2 million in noninterest expense for the same period in 2002. Bancorps salaries and employee benefits increased $.9 million, or 12.1%, to $8.3 million in the third quarter of 2003, from $7.4 million for the like period in 2002. The increase in salaries and employee benefits expense was primarily related to the addition of commercial lending personnel, personnel in new branches, and higher commissions and incentive related expenses. During the quarter ending September 30, 2003, Bancorp employed 596 full time equivalent employees compared to 560 at September 30, 2002. Bancorp has continued to invest in personnel with expertise consistent with the strategy of the Company, with additions of new personnel centered in branches and commercial lending teams.
In the third quarter, equipment expense decreased slightly in 2003 from the same period in 2002 due to a decrease in depreciation on furniture and equipment from a lower asset base. Equipment maintenance and repairs were also lower in the current quarter compared to the prior year quarter. Occupancy expenses increased 11% or $.1 million in the third quarter of 2003 compared to the same period in 2002. The increase in occupancy expense is due to the addition of three new branches and certain periodic lease expense increases on leased properties. Check and other transaction processing fees increased 16% in the third quarter of 2003 compared to 2002 due to certain ATM upgrade conversion costs and an increase in the volume of transactions processed. Professional fees increased $.1 million in the third quarter of 2003 compared to the same period in 2002 due to increased consulting expenses and higher costs associated with director related expenses. Courier and postage expense remained flat in the third quarter compared to the prior year third quarter. Marketing, communication, and other taxes and insurance expenses decreased slightly in the third quarter of 2003 compared to the same period in 2002. Other loan expense increased $.25 million in the third quarter of 2003 compared to the same period in 2002 due to expenses and write downs associated with foreclosures on certain properties. Other noninterest expense increased in the third quarter of 2003 compared to 2002 due to increased check printing expenses and certain minor fixed asset disposals. Other noninterest expense in the second quarter of 2002 included a recovery on the sale of a property.
16
Nine months ended September 30, 2003 and 2002
Net Income. Bancorp reported net income of $14.8 million, or $.94 per diluted share, for the nine months ended September 30, 2003, compared to $13.4 million, or $.83 per diluted share, for the nine months ended September 30, 2002. Net interest income increased to $51.3 million in the first three quarters of 2003 compared to $50.3 million for the same period in 2002, an increase of $1.0 million or 2%. The increase in net interest income was driven by higher loan balances, higher loan fees, and improved deposit mix which was partly offset by lower yield on earning assets.
Analysis of Net Interest Income. Net interest income, including a $1.3 million adjustment to a tax equivalent basis for the nine months ended September 30, 2003, increased 1.7% to $52.6 million from $51.7 million for the same period in 2002. The increase was mainly due to increased average loan balances and decreases in rates paid on interest bearing liabilities, offset in part by a decrease in yields on average earning assets. Average yields on earning assets decreased to 6.18% in the first three quarters of 2003 from 7.13% in 2002. Average interest earning assets increased $98.4 million, or 7.1%, to $1.48 billion in the first three quarters of 2003, from $1.38 billion for the same period in 2002. Average rates paid on interest bearing liabilities decreased 80 basis points in the first three quarters of 2003, to 1.87% from 2.67% for the like period in 2002. The net interest spread decreased from 4.46% in the first three quarters of 2002 to 4.31% in the first three quarters of 2003. Bancorps net interest margin for the nine months ended September 30, 2003, was 4.74%, a decrease of 25 basis points from 4.99% for the comparable period of 2002. The decrease in Bancorps net interest margin and related spreads was predominantly due to a combination of lower yields on earnings assets, lower investment value of non-interest bearing deposits, a $.2 million pre-payment expense on longer-term debt, and the purchase of bank owned life insurance.
The following table presents information regarding yields on interest-earning assets, expense on interest-bearing liabilities, and net yields on interest-earning assets for the periods indicated on a tax equivalent basis:
Nine months ended | Increase | Percentage | |||||||||||||||||
(Dollars in thousands) | September 30, | (Decrease) | Change | ||||||||||||||||
2003 | 2002 | 2003-2002 | 2003-2002 | ||||||||||||||||
Interest and fee income (1) |
$ | 68,606 | $ | 73,839 | ($5,233 | ) | -7.1 | % | |||||||||||
Interest expense |
16,012 | 22,117 | (6,105 | ) | -27.6 | % | |||||||||||||
Net interest income (1) |
$ | 52,594 | $ | 51,722 | $ | 872 | 1.7 | % | |||||||||||
Average interest earning assets |
$ | 1,483,338 | $ | 1,384,891 | $ | 98,447 | 7.1 | % | |||||||||||
Average interest bearing liabilities |
$ | 1,146,163 | $ | 1,109,068 | $ | 37,095 | 3.3 | % | |||||||||||
Average interest earning assets/
Average interest bearing liabilities |
129.4 | % | 124.9 | % | 4.5 | % | |||||||||||||
Average yields earned (1) |
6.18 | % | 7.13 | % | -0.95 | % | |||||||||||||
Average rates paid |
1.87 | % | 2.67 | % | -0.80 | % | |||||||||||||
Net interest spread (1) |
4.31 | % | 4.46 | % | -0.15 | % | |||||||||||||
Net interest margin (1) |
4.74 | % | 4.99 | % | -0.25 | % |
(1) | Interest earned on nontaxable securities has been computed on a 35%
tax equivalent basis. Ratios for the nine months ended September 30, 2003 and 2002 have been annualized where appropriate. |
Provision for Loan Loss. Bancorp recorded year to date 2003 and 2002 provisions for loan losses of $2.6 million and $3.8 million, respectively. The decrease in the provision in the first three quarters of 2003 compared to the first three quarters of 2002 is primarily due to lower loan growth and net loan charge-offs in the first three quarters of 2003 compared to 2002. Net charge-offs for the first nine months of 2003 were $1.4 million, compared to net charge-offs of $2.8 million for the same period in 2002. The Company experienced loan recoveries f $.5 million during the year to date ended September 30, 2003, as compared to $.19 million in first three quarters of 2002. Annualized net charge-offs for the year to date September 30, 2003, were 0.15% of average loans, compared to 0.33% in the same period last year. At September 30, 2003, non-performing assets were 0.33% of total assets, compared to 0.41% one year earlier. Bancorps allowance for loan losses as a percentage of total loans was 1.50% at September 30, 2003, up from 1.43% at September 30, 2002. The provision for loan loss is recorded to bring the allowance for loan losses to an amount considered appropriate by management based on factors which are described in the Lending and Credit Management and Allowance for Loan Losses sections of this report.
17
Noninterest Income. Excluding the $.6 million gain on sale of property in the first quarter of 2002, total non-interest income increased 24% year to date through September 30, 2003 from the same period a year ago (see Reconciliation to GAAP Financial Measures section). This was largely due to a 43% increase in gains on sales of loans and a 18% increase in total deposit and other service charges, commissions and fees. During 2003, the Company invested $16 million in bank owned life insurance, contributing $.5 million to non-interest income in the first three quarters, with a partially offsetting impact on net interest income. In addition, during the first quarter, the Company recognized a $.2 million gain on the sales of securities which substantially offset an expense associated with a pre-payment of long-term debt. On a GAAP basis, total non-interest income increased 19% year to date September 30, 2003, to $16.6 million, from the same period in 2002.
Noninterest Expense. Excluding the first quarter 2002 write-off of certain fixed assets, non-interest expense for the year to date ended September 30, 2003 increased 9% from same period in 2002 (see Reconciliation to GAAP Financial Measures section). The period-over-period increase was primarily related to the addition of commercial lending personnel, new branches, and higher commission related expenses. Professional fees increased 35% to $1.7 million in the first three quarters of 2003 from $1.3 million in the first three quarters of 2002 due to increased consulting and legal expenses and higher costs associated with director related expenses. Other loan expense increased 52% from $.9 million in the first three quarters of 2002 to $1.3 million in the same period in 2003 due to higher expenses associated with new loan originations and writedowns on foreclosed properties. On a GAAP basis noninterest expense increased 8% in the year to date September 30, 2003, compared to the year to date 2002.
Reconciliation to GAAP Financial Measures. The above sections include information relating to non-interest income and non-interest expense that is calculated on a non-GAAP basis. Management uses this non-GAAP information internally, and has disclosed it to investors, based on its belief that the information provides a more useful picture of its operating results for purposes of comparisons to results for prior periods. The tables below include a reconciliation of these measures to comparable measures calculated in accordance with GAAP.
Nine months ended | ||||||||||||||||
September 30, | Change | |||||||||||||||
(Unaudited) (dollars in thousands): | 2003 | 2002 | $ | % | ||||||||||||
Non-interest income excluding gain on
sale of property |
$ | 16,616 | $ | 13,376 | $ | 3,240 | 24 | % | ||||||||
add: Gain on sale of property |
| 613 | -613 | | ||||||||||||
GAAP non-interest income |
$ | 16,616 | $ | 13,989 | $ | 2,627 | 19 | % | ||||||||
Nine months ended | ||||||||||||||||
September 30, | Change | |||||||||||||||
2003 | 2002 | $ | % | |||||||||||||
Non-interest expense excluding write-off
of fixed assets |
$ | 43,358 | $ | 39,621 | $ | 3,737 | 9 | % | ||||||||
add: Write off of fixed assets |
| 613 | -613 | | ||||||||||||
GAAP non-interest expense |
$ | 43,358 | $ | 40,234 | $ | 3,124 | 8 | % | ||||||||
18
Income Taxes
The provision for income taxes increased $.4 million in the first nine months ended September 30, 2003, from the like period in 2002 due to an increase in income before taxes offset in part by increased non-taxable income from bank owned life insurance and the effect of investments in tax credits. Bancorps effective tax rate in the third quarter of 2003 decreased to 31.9% compared to 33.5% for the same period in 2002 primarily due to an increase in non-taxable income from bank owned life insurance.
Investment Portfolio
The investment portfolio at September 30, 2003, increased $25.2 million compared to December 31, 2002. The composition and carrying value of Bancorps investment portfolio is as follows:
September 30, | December 31, | ||||||||
(Dollars in thousands) | 2003 | 2002 | |||||||
Investments available for sale (At fair value) |
|||||||||
U.S. Treasury securities |
$ | 5,531 | $ | 5,583 | |||||
U.S. Government agency securities |
101,162 | 66,483 | |||||||
Corporate securities |
21,116 | 22,497 | |||||||
Mortgage-backed securities |
66,470 | 69,234 | |||||||
Obligations of state and political subdivisions |
85,453 | 87,592 | |||||||
Equity and other securities |
11,906 | 15,018 | |||||||
Total Investment Portfolio |
$ | 291,638 | $ | 266,407 | |||||
19
Liquidity and Sources of Funds
Bancorps primary sources of funds are customer deposits, maturities of investment securities, sales of available for sale securities, loan sales, loan repayments, net income, advances from the Federal Home Loan Bank of Seattle (FHLB), the issuance of trust preferred securities and the use of Federal Funds markets. Scheduled loan repayments are relatively stable sources of funds, while deposit inflows and unscheduled loan prepayments are not. General interest rate levels, interest rates available on other investments, competition, economic conditions, and other factors, influence unscheduled loan prepayments.
September 30, | December 31, | |||||||||||||||
2003 | 2002 | |||||||||||||||
(Dollars in thousands) | Amount | Percent | Amount | Percent | ||||||||||||
Demand |
$ | 336,135 | 24 | % | $ | 275,724 | 22 | % | ||||||||
Savings and interest bearing demand |
702,164 | 50 | % | 619,502 | 49 | % | ||||||||||
Certificates of deposit |
366,624 | 26 | % | 371,227 | 29 | % | ||||||||||
Total deposits |
$ | 1,404,923 | 100 | % | $ | 1,266,453 | 100 | % | ||||||||
Deposits are Bancorps primary source of funds. Total deposits were $1.41 billion at September 30, 2003, compared to $1.27 billion at December 31, 2002. At September 30, 2003, Bancorp used no brokered deposits, but we may accept such deposits in the future. We are focused on attracting deposits in the market area we serve through competitive pricing and delivery of a quality product. The composition of Bancorps deposits is as follows:
Management anticipates that Bancorp will continue relying on customer deposits, maturity of investment securities, sales of available for sale securities, loan sales, loan repayments, net income, Trust Preferred Securities, Federal Funds markets, FHLB, and other borrowings to provide liquidity. Deposit balances might be influenced by changes in the banking industry, interest rates available on other investments, general economic conditions, competition, and other factors. Borrowings may be used on a short-term basis to compensate for reductions in other sources of funds. Borrowings may also be used on a long-term basis to support lending activities and to better match maturities or repricing intervals of assets. The sources of such funds might include repurchase agreements, borrowings from the FHLB and the issuance of Trust Preferred Securities.
As of September 30, 2003, other borrowings had the following time periods remaining to contractual maturity.
Payments due within listed time periods at September 30, 2003 | |||||||||||||||||||||
(Dollars in thousands) | Due after | ||||||||||||||||||||
0-12 months | 1-3 Years | 4-5 Years | five years | Total | |||||||||||||||||
Short-term borrowings |
$ | 5,075 | $ | | $ | | $ | | $ | 5,075 | |||||||||||
Mandatorily
redeemable trust
preferred securities |
| | 20,000 | | 20,000 | ||||||||||||||||
Long-term borrowings |
15,000 | 42,500 | 25,500 | | 83,000 | ||||||||||||||||
Total borrowings |
$ | 20,075 | $ | 42,500 | $ | 45,500 | $ | | $ | 108,075 | |||||||||||
20
Capital Resources
As of September 30, 2003, Bancorp and the Bank are considered Well Capitalized under the regulatory risk based capital guidelines. The Federal Reserve Bank (FRB) and the Federal Deposit Insurance Corporation (FDIC) have otherwise established minimum requirements for capital adequacy for bank holding companies and member banks. The requirements address both risk-based capital and leveraged capital. The regulatory agencies may establish higher minimum requirements if, for example, a corporation has previously received special attention or has a high susceptibility to interest rate risk. The FRB and FDIC risk-based capital guidelines require banks and bank holding companies to have a ratio of tier one capital to total risk-weighted assets of at least 4%, and a ratio of total capital to total risk-weighted assets of 8% or greater. In addition, the leverage ratio of tier one capital to total assets less intangibles is required to be at least 3%.
In January 2003, the FASB issued Interpretation No. 46, Consolidation of Variable Interest Entities. This interpretation requires a variable interest entity to be consolidated by the primary beneficiary of that entity. This interpretation may affect the way Trust Preferred Securities are accounted for and viewed by regulatory agencies. On July 2, 2003, the Federal Reserve Bank issued Supervisory Letter SR 03-13 clarifying that Bank Holding Companies should continue to report Trust Preferred Securities in accordance with current Federal Reserve Bank instructions which allows Trust Preferred Securities to be counted in Tier 1 capital subject to certain limitations. The Federal Reserve has indicated it will review the implications of any accounting treatment changes and, if necessary or warranted, will provide appropriate guidance. In October 2003, the FASB decided to defer to the fourth quarter from the third quarter the implementation date for Interpretation No. 46
The following table summarizes the consolidated risk based capital ratios of Bancorp and the Bank at September 30, 2003, and December 31, 2002.
September 30, 2003 | December 31, 2002 | ||||||||||||||||||||||||||||||||
Amount Required For |
Percent required |
Amount Required For |
Percent required |
||||||||||||||||||||||||||||||
Minimum Capital | for Minimum Capital | Minimum Capital | for Minimum Capital | ||||||||||||||||||||||||||||||
(Dollars in thousands) | Actual | Adequacy | Adequacy | Actual | Adequacy | Adequacy | |||||||||||||||||||||||||||
Amount | Ratio | Amount | Amount | Ratio | Amount | ||||||||||||||||||||||||||||
Tier 1 Capital |
|||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 154,314 | 10.49 | % | $ | 58,845 | 4 | % | $ | 140,095 | 10.10 | % | $ | 55,474 | 4 | % | |||||||||||||||||
West Coast Bank |
139,308 | 9.47 | % | 58,828 | 4 | % | 133,958 | 9.66 | % | 55,467 | 4 | % | |||||||||||||||||||||
Total Capital |
|||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 172,363 | 11.72 | % | $ | 117,691 | 8 | % | $ | 156,933 | 11.32 | % | $ | 110,947 | 8 | % | |||||||||||||||||
West Coast Bank |
157,357 | 10.70 | % | 117,655 | 8 | % | 150,796 | 10.87 | % | 110,933 | 8 | % | |||||||||||||||||||||
Risk weighted assets |
|||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 1,471,137 | $ | 1,386,843 | |||||||||||||||||||||||||||||
West Coast Bank |
1,470,692 | 1,386,667 | |||||||||||||||||||||||||||||||
Leverage Ratio |
|||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 154,314 | 9.64 | % | $ | 48,040 | 3 | % | $ | 140,095 | 9.19 | % | $ | 45,725 | 3 | % | |||||||||||||||||
West Coast Bank |
139,308 | 8.70 | % | 48,040 | 3 | % | 133,958 | 8.78 | % | 45,748 | 3 | % | |||||||||||||||||||||
Adjusted total assets |
|||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 1,601,339 | $ | 1,524,169 | |||||||||||||||||||||||||||||
West Coast Bank |
1,601,319 | 1,524,927 |
21
Manditorily redeemable trust preferred securities. West Coast Bancorp has periodically issued pooled trust preferred securities (Preferred Securities). Preferred securities have been issued by a wholly-owned subsidiary grantor trusts. Preferred securities accrue and pay distributions periodically at specified annual rates as provided in the indentures. The trusts use the net proceeds from the offering to purchase a like amount of Junior Subordinated Debentures of the Company. The Debentures are the sole assets of the trusts and are eliminated, along with the related income statement effects, in the consolidated financial statements. The Companys obligations under the Junior Subordinated Debentures and related documents, taken together, constitute a full and unconditional guarantee by the Company of the obligations of the trusts. The Preferred Securities are mandatorily redeemable upon the maturity of the Debentures, or upon earlier redemption as provided in the indentures. The Company has the right to redeem the Debentures in whole (but not in part) on or after specific dates, at a redemption price specified in the indentures plus any accrued but unpaid interest to the redemption date.
The following table is a summary of the Companys current preferred securities:
(Dollars in thousands) | Preferred | |||||||||||||
security | ||||||||||||||
Issuance Trust | Issuance date | amount | Rate type (1) | Initial rate | Maturity date | |||||||||
West Coast Statutory Trust I | December 2001 | $ |
5,000 |
Variable | 5.02 |
% |
December 2031 | |||||||
West Coast Statutory Trust II | June 2002 | $ |
7,500 |
Variable | 5.34 |
% |
June 2032 | |||||||
West Coast Statutory Trust III | September 2003 | $ |
7,500 |
Fixed | 6.75 |
% |
September 2033 |
(1) | The variable rate preferred securities reprice quarterly. |
The interest rates on the preferred securities issued in December 2001, and June 2002 reset quarterly and are tied to the LIBOR rate. In connection with both offerings, Bancorp entered into swap agreements that will result in a fixed interest rate on the securities for five years, equal to 8.62% and 8.14%, respectively. The Company has the right to redeem the debentures of the December 2001 issuance in December 2006; the June 2002 issuance in June 2007 and the September 2003 issuance in September 2008.
Stockholders equity and stock repurchase plan. Stockholders equity increased to $137.5 million at September 30, 2003, from $133.4 million at December 31, 2002, an increase of $4.1 million. The increase is due to net income offset in part by a decrease in the unrealized gain on securities available for sale, payments of cash dividends to stockholders and Bancorps activity in its corporate stock repurchase program.
In July 2000, Bancorp announced a corporate stock repurchase program that was expanded in September 2000, June 2001, and again in September 2002. Under this plan, the Company can buy up to 2.88 million shares of the Companys common stock, including completed purchases. The Company intends to use existing funds and/or long-term borrowings to finance the repurchases. During the first nine months of 2003, and consistent with its capital plan, the Company repurchased approximately 457,000 shares, or approximately 3% of its common shares pursuant to its corporate stock repurchase program. Total shares available for repurchase under this plan were 450,000 at September 30, 2003. The following table presents information with respect to Bancorps July 2000 stock repurchase program.
(Shares and dollars in thousands) | Shares repurchased in period | Cost of shares repurchased | Cost per share | |||||||||||||
Year ended 2000 |
573 | $ | 5,264 | $ | 9.19 | |||||||||||
Year ended 2001 |
534 | 6,597 | 12.35 | |||||||||||||
Year ended 2002 |
866 | 13,081 | 15.11 | |||||||||||||
Year to date September 30, 2003 |
457 | 7,714 | 16.88 | |||||||||||||
Plan to date total |
2,430 | $ | 32,656 | $ | 13.44 |
22
Critical Accounting Policies
We have identified our most critical accounting policy to be related to the allowance for loan loss. Bancorps allowance for loan loss methodology incorporates a variety of risk considerations, both quantitative and qualitative, in establishing an allowance for loan loss that management believes is appropriate at each reporting date. Quantitative factors include our historical loss experience, delinquency and charge-off trends, collateral values, changes in non-performing loans, and other factors. Qualitative factors include the general economic environment in our markets and, in particular, the state of certain industries. Size and complexity of individual loans in relation to lending officers background and experience levels, loan structure, extent and nature of waivers of existing loan policies and pace of portfolio growth are other qualitative factors that are considered in our methodology. As we add new products, increase complexity of the portfolio, and expand our geographic coverage, we intend to enhance and adapt our methodology to keep pace with the size and complexity of the loan portfolio. Changes in any of the above factors could affect the calculation of the allowance for loan loss in any given period. Management believes that our systematic methodology continues to be appropriate given our size and level of complexity.
This discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2002.
Lending and Credit Management
Interest earned on the loan portfolio is the primary source of Bancorps income. Net loans represented 71.0% of total assets as of September 30, 2003, compared to 74.6% at December 31, 2002. A certain degree of credit risk is inherent in our lending activities. Bancorp has a comprehensive risk management process to control, underwrite, monitor and manage credit risk in our loan portfolio. This risk is managed through our credit administration and credit review functions, which are designed to help ensure compliance with our credit standards. Credit files are examined on a sample test basis, periodically, by the internal credit review department, internal and external auditors, as well as bank regulatory examiners.
Through the credit review function, Bancorp is able to monitor all credit-related policies and practices on a post approval basis, ensuring uniform application. As part of our ongoing lending process, internal risk ratings are assigned to each commercial and commercial real estate credit before the funds are advanced to the customer. Credit risk ratings are based on the apparent credit worthiness of the borrower at the time the loan is made. Large balance accounts have the credit risk rating reviewed on at least an annual basis. The credit review function independently reviews loans to ensure risk ratings are appropriate. The findings of these reviews are communicated to senior management and the Loan, Investment, and Asset/Liability Committee, which is made up of certain directors.
Bancorp strives to serve the credit needs of its service areas; the primary focus is on real estate related and commercial credits. We make substantially all our loans to customers located within our service areas.
23
A risk of nonpayment exists with respect to all loans and certain specific types of risks are associated with specific types of loans. As a result of the nature of our customer base and the growth experienced in the market areas served, real estate is frequently a material component of collateral for Bancorps loans. The expected source of repayment of these loans is generally the cash flow of the project, operations of the borrowers business, personal income or net worth. Risks associated with real estate loans include fluctuating land values, local and national economic conditions, changes in tax policies, and a concentration of loans within any one area. Due to the concentration of Bancorps real estate collateral, adverse developments with respect to the above risks could have a significant adverse impact on the value of Bancorps collateral and a negative impact on earnings.
The composition of Bancorps loan portfolio is as follows:
(Dollars in thousands) | September 30, 2003 | December 31, 2002 | ||||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
Commercial |
$ | 243,726 | 20.3 | % | $ | 205,725 | 17.7 | % | ||||||||
Real estate construction |
113,846 | 9.5 | % | 121,711 | 10.5 | % | ||||||||||
Real estate mortgage |
167,636 | 14.0 | % | 148,350 | 12.8 | % | ||||||||||
Real estate commercial |
634,604 | 52.9 | % | 637,978 | 55.0 | % | ||||||||||
Installment and other consumer |
39,622 | 3.3 | % | 46,151 | 4.0 | % | ||||||||||
Total loans |
1,199,434 | 100 | % | 1,159,915 | 100 | % | ||||||||||
Allowance for loan losses |
(18,049 | ) | 1.50 | % | (16,838 | ) | 1.45 | % | ||||||||
Total loans, net |
$ | 1,181,385 | $ | 1,143,077 | ||||||||||||
The change in the composition of Bancorps loan portfolio, with higher a percentage mix in commercial and real estate mortgage (home equity) categories, reflects the strategic focus of the Company.
The composition of commercial real estate loan types based on collateral is as follows:
(Dollars in thousands) | September 30, 2003 | December 31, 2002 | ||||||||||||||
Amount | Percent | Amount (1) | Percent | |||||||||||||
Office Buildings |
$ | 153,093 | 24.1 | % | $ | 138,700 | 21.7 | % | ||||||||
Retail Facilities |
78,221 | 12.3 | % | 73,000 | 11.4 | % | ||||||||||
Hotels/Motels |
69,298 | 10.9 | % | 72,200 | 11.3 | % | ||||||||||
Multi-Family - 5+ Residential |
53,793 | 8.5 | % | 66,900 | 10.5 | % | ||||||||||
Assisted Living |
42,398 | 6.7 | % | 39,600 | 6.2 | % | ||||||||||
Medical Offices |
32,957 | 5.2 | % | 32,100 | 5.0 | % | ||||||||||
Industrial parks and related |
25,531 | 4.0 | % | 18,600 | 2.9 | % | ||||||||||
Health spa and gym |
18,694 | 2.9 | % | 11,400 | 1.8 | % | ||||||||||
Mini Storage |
18,349 | 2.9 | % | 18,000 | 2.8 | % | ||||||||||
Manufacturing Plants |
14,594 | 2.3 | % | 15,900 | 2.5 | % | ||||||||||
Food Establishments |
14,193 | 2.2 | % | 15,200 | 2.4 | % | ||||||||||
Land Development and Raw Land |
12,251 | 1.9 | % | 11,200 | 1.8 | % | ||||||||||
Church, Civic, Nonprofit facilities |
11,942 | 1.9 | % | 14,400 | 2.3 | % | ||||||||||
RV Parks, Marinas, related |
10,742 | 1.7 | % | 10,800 | 1.7 | % | ||||||||||
Commercial/Agricultural |
5,936 | 0.9 | % | 13,000 | 2.0 | % | ||||||||||
Other |
72,612 | 11.4 | % | 86,900 | 13.6 | % | ||||||||||
Total real estate commercial loans |
$ | 634,604 | 100 | % | $ | 637,900 | 100 | % | ||||||||
(1) | Certain amounts have been reclassified at year end to conform to current categories. |
Approximately 35% of Bancorps commercial real estate loan portfolio is classified as owner occupied. Bancorps underwriting of commercial real estate loans is conservative with loan to values generally not exceeding 75% and debt service coverage ratios of 120% or better.
24
As of September 30, 2003, the Bank had outstanding loans to persons serving as directors, officers, principal stockholders and their related interests. These loans, when made, are substantially on the same terms, including interest rates, maturities and collateral, as comparable loans made to other customers of the Bank. At September 30, 2003, and December 31, 2002, Bancorp had no bankers acceptances.
Nonperforming Assets
Nonperforming assets include nonaccrual loans, other real estate owned, and loans past due more than 90 days. Interest income on loans is accrued daily on the principal balance outstanding. Generally, no interest is accrued on loans when factors indicate collection of interest or principal is doubtful or when the principal or interest payment becomes 90 days past due. The current nonaccrual loans consist of a mix of commercial and commercial real estate secured loans. For such loans, previously accrued but uncollected interest is charged against current earnings and income is only recognized to the extent payments are subsequently received.
Nonperforming assets consist of the following:
(Dollars in thousands) | September 30, 2003 | December 31, 2002 | ||||||
Loans on nonaccrual status |
$ | 3,389 | $ | 5,080 | ||||
Loans past due greater than 90 days
not on nonaccrual status |
| 15 | ||||||
Other real estate owned |
2,047 | 1,672 | ||||||
Total nonperforming assets |
$ | 5,436 | $ | 6,767 | ||||
Non-performing loans to total loans |
0.28 | % | 0.34 | % | ||||
Allowance for loan losses to Non-performing loans |
532.62 | % | 414.86 | % | ||||
Non-performing assets to total assets |
0.33 | % | 0.41 | % | ||||
Allowance for loan losses to Non-performing assets |
332.05 | % | 258.45 | % |
Allowance for Loan Losses
A loan loss allowance has been established to absorb losses inherent in the loan portfolio. The allowance is based on ongoing, quarterly assessments of the probable estimated losses inherent in the loan portfolio. Our methodology for assessing the appropriateness of the allowance consists of several key elements.
| Specific allowances for identified problem loans and portfolio segments, |
| The formula allowance, and |
| The unallocated allowance. |
The evaluation of each element above and the overall allowance is based on a continuing assessment of problem loans, recent and historical loss experience, and other factors, including regulatory guidance and economic factors. The Bank considers historical charge-off levels in addition to existing economic conditions, and other factors, when establishing the allowance for loan losses. Management believes that the current allowance for loan losses is adequate.
Our allowance incorporates the results of measuring impaired loans as provided in: SFAS No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No 118, Accounting by Creditors for Impairment of a Loan Income Recognition and Disclosures. These accounting standards prescribe the measurement, income recognition and guidelines concerning impaired loans.
Specific allowances are established where management has identified significant conditions or circumstances related to a credit that management believes indicate the probability that a loss may be incurred in an amount different than the amount determined by the application of the formula allowance.
25
The formula allowance is calculated by applying loss factors to outstanding loans, in each case based on the internal risk grade of those loans or pools of loans. Changes in risk grades of both performing and nonperforming loans affect the amount of the formula allowance. Loss factors are based on our historical loss experience and other data management believes pertinent and may be adjusted for significant factors that, in managements judgement, affect the collectibility of the portfolio as of the evaluation date. Commercial and Commercial Real Estate loans have produced significant losses in the banking industry in brief periods at particular points in economic cycles. Therefore, management believes it is appropriate to use a reserve higher than recent charge-off experience would suggest in these categories of loans. This decision is supported by what management perceives to be industry practices for minimum reserve levels and is intended to prevent an understatement of reserves based upon over-reliance on recent loss experience.
Loss factors used in the formula allowance are described as follows:
| - Problem graded loan loss factors are obtained from historical loss experience, and other relevant factors including trends in past dues, non-accruals, and risk rating changes. |
| - Pooled loan loss factors, for loans not individually graded, are based on expected net charge-offs and other factors, including trends in past dues, collateral values, and levels of other real estate owned. Pooled loans are loans and leases that are homogeneous in nature, such as consumer installment and residential mortgage loans. |
The unallocated allowance uses a more subjective method and considers factors such as the following:
| - Existing general economic and business conditions affecting our key lending areas, |
| - Credit quality trends, including trends in nonperforming loans expected to result from existing conditions, |
| - Loan growth rates and concentrations, |
| - Specific industry conditions within portfolio segments, |
| - Recent loss experience in particular segments of the portfolio, |
| - Interest rate environment, |
| - Duration of the current business cycle, and |
| - Bank regulatory examination results and findings of our internal credit examiners. |
Executive credit management reviews these conditions quarterly in discussions with our senior credit officers and the credit review function. If any of these conditions is evidenced by a specifically identifiable problem credit or portfolio segment as of the evaluation date, managements estimate of the effect of this condition may be reflected as a specific allowance applicable to the credit or portfolio segment. If a specifically identifiable problem credit or portfolio segment as of the evaluation date does not evidence any of these conditions, managements evaluation of the probable loss concerning this condition is reflected in the unallocated allowance.
The allowance for loan losses is based upon estimates of probable losses inherent in the loan portfolio. The amount actually observed for these losses can vary significantly from the estimated amounts. Our methodology includes several features that are intended to reduce the differences between estimated and actual losses. By assessing the probable estimated losses inherent in the loan portfolio on a quarterly basis, we are able to adjust specific and inherent loss estimates based upon the most recent information available.
During our normal loan review procedures, a loan is considered to be impaired when it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is usually not considered to be impaired during a period of minimal delay (less than 90 days). Impaired loans are measured based on the present value of expected future cash flows, discounted at the loans effective interest rate or, as a practical expedient, at the loans observable market price or the fair market value of the collateral if the loan is collateral dependent. Impaired loans are currently measured at lower of cost or fair value. Leases and certain large groups of smaller balance homogeneous loans that are collectively measured for impairment are excluded. Impaired loans are charged to the allowance when management believes, after considering economic and business conditions, collection efforts and collateral position that the borrowers financial condition is such that collection of principal is not probable.
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At September 30, 2003, the Banks allowance for loan losses was $18.0 million, consisting of a $17.1 million formula allowance, no required specific allowance and a $.9 million unallocated allowance. At December 31, 2002, our allowance for loan losses was $16.8 million, consisting of a $15.5 million formula allowance, a $.1 million specific allowance and a $1.2 million unallocated allowance. The changes in the allocation of the allowance for loan losses in the first nine months of 2003 were due primarily to changes in the loan portfolio and its mix, changes in the risk grading of our loans, and charge-offs as well as recovery activity. The lower allocation to the unallocated allowance reflects an increase in the allocated portion of the allowance for loan loss and a change in the weighting by management on the above mentioned factors describing the methodology of the unallocated allowance.
At September 30, 2003, Bancorps allowance for loan loss was 1.50% of total loans, and 533% of total nonperforming loans, compared with an allowance for loan losses at December 31, 2002 of 1.45% of total loans, and 330% of total nonperforming loans.
Changes in the allowance for loan losses are as follows:
Nine months ended | Year ended | ||||||||
(Dollars in thousands) | September 30, 2003 | December 31, 2002 | |||||||
Loans outstanding at end of period |
$ | 1,199,434 | $ | 1,159,915 | |||||
Average loans outstanding during the period |
$ | 1,191,393 | $ | 1,127,761 | |||||
Allowance for loan losses, beginning of period |
$ | 16,838 | $ | 15,252 | |||||
Loans charged off: |
|||||||||
Commercial |
(723 | ) | (1,878 | ) | |||||
Real Estate |
(664 | ) | (526 | ) | |||||
Installment and consumer |
(496 | ) | (1,276 | ) | |||||
Total loans charged off |
(1,883 | ) | (3,680 | ) | |||||
Recoveries: |
|||||||||
Commercial |
353 | 160 | |||||||
Real Estate |
70 | 25 | |||||||
Installment and consumer |
96 | 102 | |||||||
Total recoveries |
519 | 287 | |||||||
Net loans charged off |
(1,364 | ) | (3,393 | ) | |||||
Provision for loan losses |
2,575 | 4,979 | |||||||
Allowance for loan losses, end of period |
$ | 18,049 | $ | 16,838 | |||||
Ratio of net loans charged off to average loans
outstanding year to date (1) |
0.15 | % | 0.30 | % | |||||
Ratio of allowance for loan losses to loans
outstanding at end of period |
1.50 | % | 1.45 | % |
(1) | The ratio for the nine months ended September 30, 2003, has been annualized. |
During the first nine months of 2003, net loans charged off were $1.8 million, compared to $2.9 million for the same period in 2002. The annualized percentage of net loans charged off year to date to average loans outstanding was 0.15% in the nine months ended September 30, 2003, compared to 0.33% in the same period last year. Charged off loans reflect the realization of losses in the portfolio that were recognized previously through the provision for loan losses.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk
There has not been any material change in the market risk disclosure contained in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2002.
Item 4. Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information the Company must disclose in its reports filed or submitted under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported on a timely basis. Our chief executive officer (CEO) and chief financial officer (CFO), after evaluating the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act), as of the end of the period covered by this quarterly report, have concluded, based on such evaluation, that the Companys 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 its reports filed or submitted under the Exchange Act. No change in the Companys internal control over financial reporting occurred during our last fiscal quarter that has materially affected or is reasonably likely to materially affect, the Companys internal control over financial reporting.
PART II. Other Information
Item 1. Legal Proceedings.
On August 22, 2003, the lawsuit against the Company known as Walter L. West, dba Walter West Construction Co. v. Jeffrey Teeny, Stephen L. Stoelk, Shauna L. Stoelk, B.A.S.S. Construction Co., Inc., and West Coast Bancorp was dismissed by the plaintiff voluntarily. In doing so, the plaintiff indicated that the action would be re-filed in another county. The plaintiff has not yet re-filed.
Plaintiffs allegations in the dismissed suit relate to Bancorps alleged failure to provide take out financing to a third party in connection with a real estate transaction in 1998. Plaintiff alleged that it was a third party beneficiary of an agreement to provide financing and that Bancorps actions in connection with the transaction constituted a breach of contract and were tortious under Oregon law. Plaintiff sought damages from Bancorp in the amount of $3.5 million, plus such additional damages as may be proven at trial.
In addition, Bancorp is periodically party to litigation arising in the ordinary course of its business. Based on information currently known to management, although there are uncertainties inherent in litigation, we do not believe there is any legal action to which Bancorp or any of its subsidiaries is a party that, individually or in the aggregate, will have a materially adverse effect on Bancorps financial condition and results of operations.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits
Exhibit No. | Exhibit | |
31.1 | Certification of CEO under Section 302 of the Sarbanes-Oxley Act. | |
31.2 | Certification of CFO under Section 302 of the Sarbanes-Oxley Act. | |
32 | Certification of CEO and CFO under Section 906 of the Sarbanes-Oxley Act. |
(b) | During the three months ended September 30, 2003, West Coast Bancorp filed the following current report on Form 8-K: |
None. |
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Signatures
As required by the Securities Exchange Act of 1934, this report is signed on registrants behalf by the undersigned authorized officers.
WEST COAST BANCORP (Registrant) |
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Dated: November 14, 2003 |
/s/ Robert D. Sznewajs |
|
|
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Robert D. Sznewajs Chief Executive Officer and President |
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Dated: November 14, 2003 | /s/ Anders Giltvedt | |
|
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Anders Giltvedt Executive Vice President and Chief Financial Officer |
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