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 quarterly period ended: September 30, 2004
Commission file number: 0-10997
WEST COAST BANCORP
Oregon | 93-0810577 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) | |
5335 Meadows Road Suite 201 | ||
Lake Oswego, Oregon | 97035 | |
(Address of principal executive offices) | (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, 2004 was 14,871,530.
WEST COAST BANCORP
FORM 10-Q
QUARTERLY REPORT
TABLE OF CONTENTS
-2-
PART I: FINANCIAL INFORMATION
Item 1. Financial Statements
WEST COAST BANCORP
September 30, | December 31, | |||||||
(Dollars and shares in thousands) |
2004 |
2003 |
||||||
ASSETS: |
||||||||
Cash and cash equivalents: |
||||||||
Cash and due from banks |
$ | 54,742 | $ | 59,956 | ||||
Interest-bearing deposits in other banks |
171 | 38 | ||||||
Federal funds sold |
12,271 | 3,510 | ||||||
Total cash and cash equivalents |
67,184 | 63,504 | ||||||
Trading assets |
1,007 | 991 | ||||||
Investment securities available for sale, at fair value
(amortized cost: $298,868 and $316,237) |
302,602 | 321,970 | ||||||
Loans held for sale |
5,268 | 4,729 | ||||||
Loans |
1,319,696 | 1,220,881 | ||||||
Allowance for loan losses |
(19,421 | ) | (18,131 | ) | ||||
Loans, net |
1,300,275 | 1,202,750 | ||||||
Premises and equipment, net |
27,137 | 27,176 | ||||||
Intangible assets, net |
605 | 865 | ||||||
Bank owned life insurance |
18,696 | 18,062 | ||||||
Other assets |
21,461 | 22,835 | ||||||
Total assets |
$ | 1,744,235 | $ | 1,662,882 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits: |
||||||||
Demand |
$ | 395,833 | $ | 316,611 | ||||
Savings and interest-bearing demand |
736,699 | 742,280 | ||||||
Certificates of deposit |
337,395 | 345,968 | ||||||
Total deposits |
1,469,927 | 1,404,859 | ||||||
Short-term borrowings |
5,000 | 5,027 | ||||||
Long-term borrowings |
83,000 | 78,000 | ||||||
Junior subordinated debentures |
26,000 | 20,000 | ||||||
Other liabilities |
15,460 | 14,943 | ||||||
Total liabilities |
1,599,387 | 1,522,829 | ||||||
Commitments and contingent liabilities (note 8) |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred stock: no par value, none issued;
10,000 shares authorized |
| | ||||||
Common stock: no par value, 55,000 shares
authorized; 14,857 and 15,076 shares issued
and outstanding, respectively |
18,571 | 18,845 | ||||||
Additional paid-in capital |
60,718 | 66,462 | ||||||
Retained earnings |
65,139 | 52,916 | ||||||
Unearned compensation |
(1,599 | ) | (1,242 | ) | ||||
Accumulated other comprehensive income |
2,019 | 3,072 | ||||||
Total stockholders equity |
144,848 | 140,053 | ||||||
Total liabilities and stockholders equity |
$ | 1,744,235 | $ | 1,662,882 | ||||
See notes to consolidated financial statements.
-3-
WEST COAST BANCORP
Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
(In thousands, except per share amounts) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
INTEREST INCOME: |
||||||||||||||||
Interest and fees on loans |
$ | 20,086 | $ | 19,219 | $ | 58,193 | $ | 58,406 | ||||||||
Interest on taxable investment securities |
2,430 | 2,076 | 7,645 | 6,269 | ||||||||||||
Interest on nontaxable investment securities |
768 | 813 | 2,318 | 2,463 | ||||||||||||
Interest on deposits in other banks |
40 | 40 | 46 | 52 | ||||||||||||
Interest on federal funds sold |
49 | 61 | 75 | 90 | ||||||||||||
Total interest income |
23,373 | 22,209 | 68,277 | 67,280 | ||||||||||||
INTEREST EXPENSE: |
||||||||||||||||
Savings and interest-bearing demand |
804 | 1,055 | 2,389 | 3,548 | ||||||||||||
Certificates of deposit |
1,930 | 2,584 | 5,733 | 8,284 | ||||||||||||
Short-term borrowings |
38 | 16 | 251 | 262 | ||||||||||||
Long-term borrowings |
1,255 | 932 | 3,147 | 3,106 | ||||||||||||
Junior subordinated debt and mandatorily
redeemable trust preferred securities |
483 | 287 | 1,366 | 812 | ||||||||||||
Total interest expense |
4,510 | 4,874 | 12,886 | 16,012 | ||||||||||||
NET INTEREST INCOME |
18,863 | 17,335 | 55,391 | 51,268 | ||||||||||||
Provision for loan losses |
225 | 875 | 2,125 | 2,575 | ||||||||||||
Net interest income after provision for loan losses |
18,638 | 16,460 | 53,266 | 48,693 | ||||||||||||
NONINTEREST INCOME: |
||||||||||||||||
Service charges on deposit accounts |
1,934 | 1,740 | 5,586 | 5,189 | ||||||||||||
Other service charges, commissions and fees |
1,941 | 1,749 | 5,613 | 4,853 | ||||||||||||
Trust revenue |
546 | 439 | 1,582 | 1,299 | ||||||||||||
Gain on sales of loans |
962 | 1,533 | 2,993 | 4,246 | ||||||||||||
Bank owned life insurance |
200 | 226 | 611 | 532 | ||||||||||||
Other |
95 | 107 | 501 | 305 | ||||||||||||
Gain on sales of securities |
| | 75 | 192 | ||||||||||||
Total noninterest income |
5,678 | 5,794 | 16,961 | 16,616 | ||||||||||||
NONINTEREST EXPENSE: |
||||||||||||||||
Salaries and employee benefits |
9,444 | 8,318 | 26,945 | 24,211 | ||||||||||||
Equipment |
1,378 | 1,263 | 3,985 | 3,724 | ||||||||||||
Occupancy |
1,467 | 1,261 | 4,354 | 3,616 | ||||||||||||
Check and other transaction processing |
658 | 746 | 1,951 | 2,138 | ||||||||||||
Professional fees |
513 | 587 | 1,431 | 1,729 | ||||||||||||
Courier and postage |
484 | 503 | 1,423 | 1,531 | ||||||||||||
Marketing |
633 | 510 | 1,763 | 1,478 | ||||||||||||
Other loan expense |
344 | 423 | 1,111 | 1,310 | ||||||||||||
Communications |
301 | 291 | 868 | 888 | ||||||||||||
Other taxes and insurance |
186 | 185 | 556 | 547 | ||||||||||||
Printing and office supplies |
162 | 153 | 527 | 489 | ||||||||||||
Other noninterest expense |
572 | 607 | 1,717 | 1,697 | ||||||||||||
Total noninterest expense |
16,142 | 14,847 | 46,631 | 43,358 | ||||||||||||
INCOME BEFORE INCOME TAXES |
8,174 | 7,407 | 23,596 | 21,951 | ||||||||||||
PROVISION FOR INCOME TAXES |
2,462 | 2,362 | 7,431 | 7,188 | ||||||||||||
NET INCOME |
$ | 5,712 | $ | 5,045 | $ | 16,165 | $ | 14,763 | ||||||||
Basic earnings per share |
$ | 0.39 | $ | 0.33 | $ | 1.09 | $ | 0.98 | ||||||||
Diluted earnings per share |
$ | 0.37 | $ | 0.32 | $ | 1.04 | $ | 0.94 | ||||||||
Weighted average common shares |
14,798 | 15,066 | 14,877 | 15,096 | ||||||||||||
Weighted average diluted shares |
15,382 | 15,705 | 15,531 | 15,641 |
See notes to consolidated financial statements.
-4-
WEST COAST BANCORP
Nine months ended September 30, | ||||||||
(Dollars in thousands) |
2004 |
2003 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 16,165 | $ | 14,763 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation of premises and equipment |
2,650 | 2,097 | ||||||
Deferred income tax benefit |
380 | (357 | ) | |||||
Amortization of intangibles |
260 | 265 | ||||||
Provision for loan losses |
2,125 | 2,575 | ||||||
Decrease in interest receivable |
(294 | ) | (372 | ) | ||||
Decrease in other assets |
1,288 | 938 | ||||||
Gain on sale of available for sale securities |
(75 | ) | (192 | ) | ||||
Gain on sales of loans |
(2,993 | ) | (4,246 | ) | ||||
Origination of loans held for sale |
(57,708 | ) | (60,232 | ) | ||||
Proceeds from sales of loans held for sale |
60,162 | 71,861 | ||||||
Decrease in interest payable |
51 | (228 | ) | |||||
(Decrease) increase in other liabilities |
466 | 6,731 | ||||||
Increase in cash surrender value of bank owned life insurance |
(634 | ) | (532 | ) | ||||
Stock based compensation expense |
586 | 506 | ||||||
Tax benefit associated with stock options |
1,033 | 644 | ||||||
(Increase) decrease in trading assets |
(16 | ) | 52 | |||||
Net cash provided by operating activities |
23,446 | 34,273 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from maturities of available for sale securities |
77,566 | 87,040 | ||||||
Proceeds from sales of available for sale securities |
1,114 | 4,158 | ||||||
Purchase of available for sale securities |
(60,289 | ) | (118,621 | ) | ||||
Purchase of bank owned life insurance |
| (16,000 | ) | |||||
Loans made to customers greater than principal collected on loans |
(99,650 | ) | (40,884 | ) | ||||
Net capital expenditures |
(2,611 | ) | (2,601 | ) | ||||
Net cash used in investing activities |
(83,870 | ) | (86,908 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net increase in demand, savings and interest
bearing transaction accounts |
73,641 | 143,073 | ||||||
Net (decrease) increase in certificates of deposit |
(8,573 | ) | (4,603 | ) | ||||
Proceeds from issuance of junior subordinated debentures |
6,000 | 7,500 | ||||||
Proceeds from issuance of long-term borrowings |
20,000 | | ||||||
Repayment of long-term borrowings |
(15,000 | ) | (15,000 | ) | ||||
Net increase in short-term borrowings |
(27 | ) | (4,827 | ) | ||||
Redemption and repurchase of common stock |
(10,335 | ) | (7,714 | ) | ||||
Net proceeds from issuance of common stock |
2,340 | 1,896 | ||||||
Dividends paid and cash paid for fractional shares |
(3,942 | ) | (3,641 | ) | ||||
Net cash provided by financing activities |
64,104 | 116,684 | ||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
3,680 | 64,049 | ||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
63,504 | 57,733 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 67,184 | $ | 121,782 | ||||
Supplemental cash flow information: |
||||||||
Cash paid in the period for: |
||||||||
Interest |
$ | 12,834 | $ | 16,240 | ||||
Income taxes |
$ | 5,698 | $ | 6,950 |
See notes to consolidated financial statements.
-5-
WEST COAST BANCORP
Accumulated | ||||||||||||||||||||||||||||
Additional | Other | |||||||||||||||||||||||||||
Common Stock | Paid-In | Retained | Unearned | Comprehensive | ||||||||||||||||||||||||
(Shares and Dollars in thousands) |
Shares |
Amount |
Capital |
Earnings |
Compensation |
Income (loss) |
Total |
|||||||||||||||||||||
BALANCE, January 1, 2003 |
15,326 | $ | 19,158 | $ | 72,279 | $ | 38,047 | $ | (671 | ) | $ | 4,574 | $ | 133,387 | ||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | 19,797 | | | 19,797 | |||||||||||||||||||||
Other comprehensive loss, net of tax: |
||||||||||||||||||||||||||||
Net unrealized investment/derivative losses |
| | | | | (1,502 | ) | (1,502 | ) | |||||||||||||||||||
Other comprehensive loss, net of tax |
(1,502 | ) | ||||||||||||||||||||||||||
Comprehensive income |
$ | 18,295 | ||||||||||||||||||||||||||
Cash dividends, $.32 per common share |
| | | (4,928 | ) | | | (4,928 | ) | |||||||||||||||||||
Issuance of common stock- option plans |
291 | 363 | 2,500 | | | | 2,863 | |||||||||||||||||||||
Redemption of common stock |
(29 | ) | (36 | ) | (457 | ) | 27 | | (466 | ) | ||||||||||||||||||
Activity in Deferred Compensation Plan |
(3 | ) | (3 | ) | (45 | ) | | | | (48 | ) | |||||||||||||||||
Issuance of common stock-restricted stock plans |
78 | 97 | 1,180 | | (1,277 | ) | | | ||||||||||||||||||||
Amortization of deferred compensation
restricted stock |
| | | | 679 | | 679 | |||||||||||||||||||||
Common stock repurchased and retired |
(587 | ) | (734 | ) | (9,727 | ) | | | | (10,461 | ) | |||||||||||||||||
Tax benefit associated with stock options |
| | 732 | | | | 732 | |||||||||||||||||||||
BALANCE, December 31, 2003 |
15,076 | 18,845 | 66,462 | 52,916 | (1,242 | ) | 3,072 | 140,053 | ||||||||||||||||||||
Comprehensive income: |
||||||||||||||||||||||||||||
Net income |
| | | 16,165 | | | 16,165 | |||||||||||||||||||||
Other comprehensive loss, net of tax: |
||||||||||||||||||||||||||||
Net unrealized investment/derivative losses |
| | | | | (1,053 | ) | (1,053 | ) | |||||||||||||||||||
Other comprehensive loss, net of tax |
(1,053 | ) | ||||||||||||||||||||||||||
Comprehensive income |
$ | 15,112 | ||||||||||||||||||||||||||
Cash dividends, $.26 per common share |
| | | (3,942 | ) | | | (3,942 | ) | |||||||||||||||||||
Issuance of common stock- option plans |
227 | 284 | 2,316 | | | | 2,600 | |||||||||||||||||||||
Redemption of common stock |
(42 | ) | (53 | ) | (860 | ) | | 69 | | (844 | ) | |||||||||||||||||
Activity in Deferred Compensation Plan |
1 | 1 | (34 | ) | | | | (33 | ) | |||||||||||||||||||
Issuance of common stock- restricted stock plans |
47 | 59 | 954 | | (1,013 | ) | | | ||||||||||||||||||||
Amortization of deferred compensation
restricted stock |
| | | | 587 | | 587 | |||||||||||||||||||||
Common stock repurchased and retired |
(452 | ) | (565 | ) | (9,153 | ) | | | | (9,718 | ) | |||||||||||||||||
Tax benefit associated with stock options |
| | 1,033 | | | | 1,033 | |||||||||||||||||||||
BALANCE, September 30, 2004 |
14,857 | $ | 18,571 | $ | 60,718 | $ | 65,139 | $ | (1,599 | ) | $ | 2,019 | $ | 144,848 | ||||||||||||||
See notes to consolidated financial statements.
-6-
WEST COAST BANCORP
1. BASIS OF PRESENTATION
The accompanying interim consolidated financial statements include the accounts of West Coast Bancorp (Bancorp or the Company), which operates its wholly-owned subsidiaries, West Coast Bank (the Bank), West Coast Trust, and Totten, Inc., after elimination of intercompany transactions and balances. In accordance with Financial Accounting Standards Board (FASB) Interpretation (FIN) No. 46, Consolidation of Variable Interest Entities, West Coast Statutory Trust I, II, III, and IV are considered related parties to West Coast Bancorp and their financial results are not consolidated in West Coast Bancorps financial statements. Certain reclassifications of prior year amounts have been made to conform to current classifications. All intercompany balances and transactions have been eliminated in consolidation. The accompanying interim consolidated financial statements should be read in conjunction with the financial statements and related notes contained in Bancorps 2003 Annual Report on Form 10-K.
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, 2004 and cash flows for the nine months ended September 30, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004, or other future periods.
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-
1. BASIS OF PRESENTATION (continued)
At September 30, 2004, Bancorp had multiple stock option plans. In addition, Bancorp has a stock compensation plan under which both restricted stock and stock options are granted. Bancorp recognizes compensation expense for restricted stock granted. Bancorp accounts for its stock option and stock plans using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, under which no compensation cost has been recognized for stock options granted 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 Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock-Based Compensation, had been applied to all outstanding and unvested awards in each period.
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(Dollars in thousands, except per share data) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Net income, as reported |
$ | 5,712 | $ | 5,045 | $ | 16,165 | $ | 14,763 | ||||||||
Add: Restricted stock compensation expense included
in reported net income, net of related tax effects |
125 | 106 | 358 | 308 | ||||||||||||
Deduct: Stock-based compensation expense
including both restricted stock and stock options,
determined under fair value based method,
net of related tax effects |
(360 | ) | (280 | ) | (924 | ) | (910 | ) | ||||||||
Pro forma net income |
$ | 5,477 | $ | 4,871 | $ | 15,599 | $ | 14,161 | ||||||||
Earnings per share: |
||||||||||||||||
Basic-as reported |
$ | 0.39 | $ | 0.33 | $ | 1.09 | $ | 0.98 | ||||||||
Basic-proforma |
$ | 0.37 | $ | 0.32 | $ | 1.05 | $ | 0.94 | ||||||||
Diluted-as reported |
$ | 0.37 | $ | 0.32 | $ | 1.04 | $ | 0.94 | ||||||||
Diluted-proforma |
$ | 0.36 | $ | 0.31 | $ | 1.00 | $ | 0.91 |
2. NEW ACCOUNTING PRONOUNCEMENTS
At the November 12-13, 2003 meeting, the Emerging Issues Task Force (EITF) reached a consensus on Issue 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, that certain quantitative and qualitative disclosures should be required for debt and marketable equity securities classified as available-for-sale or held-to-maturity under Statement of Financial Accounting Standards (SFAS) No. 115 and 124 that are impaired at the balance sheet date but for which an other-than-temporary impairment has not been recognized. The Company adopted the disclosure requirements in fiscal year 2003. At the March 17-18, 2004 meeting, the EITF reached a consensus, which approved an impairment model for debt and equity securities. In FASB Staff Position (FSP) 03-01-01, issued in September 2004, the effective date for the measurement and recognition guidance contained in paragraphs 10-20 of Issue 03-01 was delayed until the fourth quarter of 2004. The disclosure guidance in paragraphs 21 and 22 of Issue 03-01 remains effective. The Company is currently assessing the impact that this issue will have on its consolidated financial statements.
-8-
3. | INVESTMENT SECURITIES AVAILABLE FOR SALE | |||
The composition and carrying value of Bancorps investment portfolio is as follows: |
September 30, | December 31, | |||||||
(Dollars in thousands) |
2004 |
2003 |
||||||
Investments available for sale (At fair value) |
||||||||
U.S. Government agency securities |
$ | 109,048 | $ | 108,282 | ||||
Corporate securities |
18,226 | 24,101 | ||||||
Mortgage-backed securities |
85,716 | 94,808 | ||||||
Obligations of state and political subdivisions |
75,574 | 80,082 | ||||||
Equity and other securities |
14,038 | 14,697 | ||||||
Total Investment Portfolio |
$ | 302,602 | $ | 321,970 | ||||
The following tables provide information on unrealized losses in the investment securities portfolio at September 30, 2004:
Amortized cost of | Fair value of | |||||||||||
securities with an | securities with an | |||||||||||
unrealized loss less than | unrealized loss less than | Unrealized | ||||||||||
(Dollars in thousands) |
12 continuous months |
12 continuous months |
Gross Losses |
|||||||||
U.S. Government agency securities |
$ | 27,972 | $ | 27,847 | $ | (125 | ) | |||||
Mortgage-backed securities |
37,611 | 37,402 | (209 | ) | ||||||||
Obligations of state and political subdivisions |
1,459 | 1,451 | (8 | ) | ||||||||
Equity and other securities |
5,000 | 4,500 | (500 | ) | ||||||||
Total |
$ | 72,042 | $ | 71,200 | $ | (842 | ) | |||||
Amortized cost of | Fair value of | |||||||||||
securities with an | securities with an | |||||||||||
unrealized loss more than | unrealized loss more than | Unrealized | ||||||||||
12 continuous months |
12 continuous months |
Gross Losses |
||||||||||
U.S. Government agency securities |
$ | 3,022 | $ | 2,906 | $ | (116 | ) | |||||
Mortgage-backed securities |
3,100 | 3,033 | $ | (67 | ) | |||||||
Obligations of state and political subdivisions |
1,618 | 1,595 | (23 | ) | ||||||||
Total |
$ | 7,740 | $ | 7,534 | $ | (206 | ) | |||||
The Company has 11 investment securities with a 12 month or greater continuous unrealized loss in the investment portfolio at September 30, 2004. At September 30, 2004, there were approximately 26 securities in the investment portfolio with an unrealized loss of $.8 million. The impairment on these fixed income securities is due to an increase in interest rates subsequent to their purchase. The fair value of these securities will fluctuate as market interest rates change.
-9-
4. | COMPREHENSIVE INCOME | |||
The components of comprehensive income are as follows: |
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
(Dollars in thousands) |
2004 |
2003 |
2004 |
2003 |
||||||||||||
Net income as reported |
$ | 5,712 | $ | 5,045 | $ | 16,165 | $ | 14,763 | ||||||||
Unrealized gains (losses) on securities: |
||||||||||||||||
Unrealized holding gains (losses) arising during the period |
3,976 | (5,687 | ) | (1,888 | ) | (3,772 | ) | |||||||||
Tax (provision) benefit |
(1,562 | ) | 2,234 | 742 | 1,483 | |||||||||||
Net unrealized gains (losses) on securities, net of tax |
2,414 | (3,453 | ) | (1,146 | ) | (2,289 | ) | |||||||||
Less: Reclassification adjustment for realized gains on sales of securities |
| | 75 | 192 | ||||||||||||
Tax provision |
| | (29 | ) | (75 | ) | ||||||||||
Net realized gains on sale of securities, net of tax |
| | 46 | 117 | ||||||||||||
Unrealized gains (losses) on derivatives: |
||||||||||||||||
Unrealized holding gains (losses) on derivatives arising during the period |
(96 | ) | 202 | 228 | 37 | |||||||||||
Tax (provision) benefit |
38 | (79 | ) | (89 | ) | (15 | ) | |||||||||
Net unrealized holding gains (losses) from derivatives, net of tax |
(58 | ) | 123 | 139 | 22 | |||||||||||
Total comprehensive income |
$ | 8,068 | $ | 1,715 | $ | 15,112 | $ | 12,379 | ||||||||
Bancorp currently uses two single interest-rate swaps to convert two variable rate Junior Subordinated Debt issuances to fixed rates. The two swaps entered into concurrently with the issuance of the junior subordinated debt are accounted for as cash flow hedges under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The fair value of Bancorps swaps was an unrealized loss of $.51 million at September 30, 2004 and $.75 million at December 31, 2003. 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.
-10-
5. | EARNINGS PER SHARE |
The following tables reconcile the numerator and denominator of the basic and diluted earnings per share computations:
(Dollars and shares in thousands, except per share data) | Net Income |
Weighted Average Shares |
Per Share Amount |
|||||||||
Three months ended September 30, 2004 |
||||||||||||
Basic earnings |
$ | 5,712 | 14,798 | $ | 0.39 | |||||||
Common stock equivalents from: |
||||||||||||
Stock options |
562 | |||||||||||
Restricted stock |
22 | |||||||||||
Diluted earnings |
$ | 5,712 | 15,382 | $ | 0.37 | |||||||
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 | |||||||
Nine months ended September 30, 2004 |
||||||||||||
Basic earnings |
$ | 16,165 | 14,877 | $ | 1.09 | |||||||
Common stock equivalents from: |
||||||||||||
Stock options |
616 | |||||||||||
Restricted stock |
38 | |||||||||||
Diluted earnings |
$ | 16,165 | 15,531 | $ | 1.04 | |||||||
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 | |||||||
For the periods reported, Bancorp had no reconciling items between net income and income available to common stockholders.
-11-
6. PREMISES AND EQUIPMENT
The following table presents the amounts of premises and equipment:
(Dollars in thousands) |
September 30, 2004 |
December 31, 2003 |
||||||
Land |
$ | 4,796 | $ | 4,796 | ||||
Buildings and improvements |
23,600 | 23,523 | ||||||
Furniture and equipment |
24,846 | 24,103 | ||||||
Construction in progress |
1,306 | 80 | ||||||
54,548 | 52,502 | |||||||
Accumulated depreciation |
(27,411 | ) | (25,326 | ) | ||||
Total |
$ | 27,137 | $ | 27,176 | ||||
Depreciation included in occupancy and equipment expense amounted to $2.6 million and $2.1 million in the first nine months of 2004 and 2003, 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 2004, there were no impairment write-downs.
7. ALLOWANCE FOR LOAN LOSSES
The following table represents activity in the allowance for loan losses for the nine months ended September 30, 2004, and 2003:
Nine months ended | ||||||||
(Dollars in thousands) |
September 30, 2004 |
September 30, 2003 |
||||||
Balance at beginning of period |
$ | 18,131 | $ | 16,838 | ||||
Provision for loan losses |
2,125 | 2,575 | ||||||
Loans charged off |
(1,590 | ) | (1,883 | ) | ||||
Recoveries |
755 | 519 | ||||||
Balance at end of period |
$ | 19,421 | $ | 18,049 | ||||
8. COMMITMENTS AND CONTINGENT LIABILITIES
On March 4, 2004, the Company was served with a lawsuit filed in Multnomah County Circuit Court entitled Walter L. West, dba Walter West Construction Co. v. West Coast Bancorp. The lawsuit is related to a case filed by the plaintiff in Lincoln County Circuit Court in April 2002 that was voluntarily dismissed by the plaintiff. The plaintiff re-asserted claims against Bancorp alleging breach of contract/third party beneficiary, promissory estoppel, and equitable estoppel. The promissory and equitable estoppel claims have since been dismissed.
Plaintiffs allegations relate to Bancorps alleged failure to provide take out financing to a third party in connection with a real estate transaction in 1998. Plaintiff seeks damages from Bancorp in the amount of $3.5 million, plus such additional damages as may be proven at trial.
Bancorp is periodically party to other litigation arising in the ordinary course of 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.
-12-
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 provision of accounting, human resources, data processing and marketing services. All other accounting policies are the same as those described in the summary of significant accounting policies in Bancorps 2003 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.
Three months ended September 30, 2004 |
||||||||||||||||
(Dollars in thousands) | Banking |
Other |
Intersegment |
Consolidated |
||||||||||||
Interest income |
$ | 23,353 | $ | 20 | $ | | $ | 23,373 | ||||||||
Interest expense |
4,128 | 382 | | 4,510 | ||||||||||||
Net interest income |
19,225 | (362 | ) | | 18,863 | |||||||||||
Provision for loan loss |
225 | | | 225 | ||||||||||||
Noninterest income |
5,209 | 583 | (114 | ) | 5,678 | |||||||||||
Noninterest expense |
15,685 | 571 | (114 | ) | 16,142 | |||||||||||
Income (loss) before income taxes |
8,524 | (350 | ) | | 8,174 | |||||||||||
Provision (benefit) for income taxes |
2,599 | (137 | ) | | 2,462 | |||||||||||
Net income (loss) |
$ | 5,925 | $ | (213 | ) | $ | | $ | 5,712 | |||||||
Depreciation and amortization |
$ | 861 | $ | 2 | $ | | $ | 863 | ||||||||
Assets |
$ | 1,741,227 | $ | 3,290 | $ | (282 | ) | $ | 1,744,235 | |||||||
Loans, net |
$ | 1,300,625 | $ | | $ | (350 | ) | $ | 1,300,275 | |||||||
Deposits |
$ | 1,479,407 | $ | | $ | (9,480 | ) | $ | 1,469,927 | |||||||
Equity |
$ | 162,288 | $ | 2,719 | | $ | 144,848 |
Three months ended September 30, 2003 |
||||||||||||||||
(Dollars in thousands) |
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 | | $ | 137,457 |
-13-
Nine months ended September 30, 2004 |
||||||||||||||||
(Dollars in thousands) |
Banking |
Other |
Intersegment |
Consolidated |
||||||||||||
Interest income |
$ | 68,218 | $ | 59 | $ | | $ | 68,277 | ||||||||
Interest expense |
11,848 | 1,038 | | 12,886 | ||||||||||||
Net interest income |
56,370 | (979 | ) | | 55,391 | |||||||||||
Provision for loan loss |
2,125 | | | 2,125 | ||||||||||||
Noninterest income |
15,609 | 1,695 | (343 | ) | 16,961 | |||||||||||
Noninterest expense |
45,147 | 1,827 | (343 | ) | 46,631 | |||||||||||
Income (loss) before income taxes |
24,707 | (1,111 | ) | | 23,596 | |||||||||||
Provision (benefit) for income taxes |
7,865 | (434 | ) | | 7,431 | |||||||||||
Net income (loss) |
$ | 16,842 | $ | (677 | ) | $ | | $ | 16,165 | |||||||
Depreciation and amortization |
$ | 2,645 | $ | 5 | $ | | $ | 2,650 | ||||||||
Assets |
$ | 1,741,227 | $ | 3,290 | $ | (282 | ) | $ | 1,744,235 | |||||||
Loans, net |
$ | 1,300,625 | $ | | $ | (350 | ) | $ | 1,300,275 | |||||||
Deposits |
$ | 1,479,407 | $ | | $ | (9,480 | ) | $ | 1,469,927 | |||||||
Equity |
$ | 162,288 | $ | 2,719 | | $ | 144,848 |
Nine months ended September 30, 2003 |
||||||||||||||||
(Dollars in thousands) |
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 | $ | 3,297 | | $ | 137,457 |
-14-
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statement Disclosure
Statements in this Quarterly Report regarding future events or performance are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (PSLRA) and are made pursuant to the safe harbors of the PSLRA. Actual results of West Coast Bancorp (Bancorp or the Company) could be quite different from those expressed or implied by the forward-looking statements. Any statements that expressly or implicitly predict future results, performance, or events should be considered forward-looking. Factors that could cause results to differ from forward-looking statements include, among others, risks discussed in the text of this Quarterly Report as well as the following specific items: general economic conditions, whether national or regional, that could affect the demand for loans or lead to increased loan losses; evolving banking industry standards; legal developments; competitive factors, including increased competition with community, regional, and national financial institutions that may lead to pricing pressures on Bancorps loan yield and rates paid on deposits; loss of customers of greatest value to Bancorp; changing customer investment, deposit and lending behaviors; credit policies of regulatory authorities; increasing or decreasing interest rate environments, including the shape and the level of the yield curve, that could lead to decreased net interest margin, net interest income and fee income, including lower gains on sales of loans; changing business conditions in the banking industry; changes in the regulatory environment or new legislation affecting the financial services industry; changes in government funding of Small Business Administration (SBA) loans; and changes in technology or required investments in technology.
Furthermore, forward-looking statements are subject to risks and uncertainties related to the Companys ability to: attract and retain lending officers and other key personnel; close loans in the pipeline; generate loan and deposit balances at projected spreads; sustain fee generation and gains on sales of loans; maintain asset quality; control the level of net charge-offs; increase productivity; generate retail investments; control expense growth; monitor and manage the Companys internal operating and disclosure control environments, including disclosure and financial reporting controls; and other matters.
Readers are cautioned not to place undue reliance on forward-looking statements, which reflect managements analysis only as of the date of the statements. Bancorp undertakes no obligation to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.
This discussion and analysis should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2003, as filed with the Securities and Exchange Commission (SEC).
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. Changes in any of the above factors could affect the calculation of the allowance for loan loss in any given period. 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. Management believes that our systematic methodology continues to be appropriate given our size and level of complexity.
-15-
Income Statement Overview
Three and nine months ended September 30, 2004 and 2003
Bancorp reported net income of $5.7 million, or $.37 per diluted share, for the three months ended September 30, 2004, compared to $5.0 million, or $.32 per diluted share, for the three months ended September 30, 2003. This represents a 16% earnings per diluted share growth for the third quarter of 2004 compared to the same period in 2003. Our return on equity for the quarters ended September 30, 2004 and 2003 was 16.0% and 14.6%, respectively.
Net income for the nine months ended September 30, 2004 was $16.2 million or $1.04 per diluted share compared to $14.8 million or $.94 per diluted share for the same period last year. This represents a 10% increase year over year. Return on equity was 14.9% for the first nine months of 2004, up from 14.6% for the first nine months of 2003.
Net Interest Income. Bancorps profitability, like that of many financial institutions, is dependent to a large extent upon net interest income. At September 30, 2004, we estimate our balance sheet was slightly asset sensitive over a 12 month horizon, meaning that interest-earning assets mature or reprice more quickly than interest-bearing liabilities in a given period. Therefore, a significant decrease in market rates of interest could adversely affect net interest income, while an increase in market rates may increase net interest income. We attempt to limit our interest rate risk through managing the repricing characteristics of our assets and liabilities. Competition, the economy, and a change in the yield curve may also impact Bancorps net interest income materially in any period beyond what declining or rising interest rates may do.
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 | ||||||||||||||||
September 30, |
Increase (Decrease) |
Percentage Change |
||||||||||||||
(Dollars in thousands) |
2004 |
2003 |
2004-2003 |
2004-2003 |
||||||||||||
Interest and fee income (1) |
$ | 23,786 | $ | 22,647 | $ | 1,139 | 5.0 | % | ||||||||
Interest expense |
4,510 | 4,874 | (364 | ) | -7.5 | % | ||||||||||
Net interest income (1) |
$ | 19,276 | $ | 17,773 | $ | 1,503 | 8.5 | % | ||||||||
Average interest earning assets |
$ | 1,631,183 | $ | 1,523,487 | $ | 107,696 | 7.1 | % | ||||||||
Average interest bearing liabilities |
$ | 1,202,955 | $ | 1,157,933 | $ | 45,022 | 3.9 | % | ||||||||
Average interest earning assets/
Average interest bearing liabilities |
135.6 | % | 131.6 | % | 4.03 | |||||||||||
Average yields earned (1) |
5.80 | % | 5.90 | % | (0.10 | ) | ||||||||||
Average rates paid |
1.49 | % | 1.67 | % | (0.18 | ) | ||||||||||
Net interest spread (1) |
4.31 | % | 4.23 | % | 0.08 | |||||||||||
Net interest margin (1) |
4.70 | % | 4.63 | % | 0.07 |
Nine months ended | ||||||||||||||||
September 30, |
Increase (Decrease) |
Percentage Change |
||||||||||||||
(Dollars in thousands) |
2004 |
2003 |
2004-2003 |
2004-2003 |
||||||||||||
Interest and fee income (1) |
$ | 69,526 | $ | 68,606 | $ | 920 | 1.3 | % | ||||||||
Interest expense |
12,886 | 16,012 | (3,126 | ) | -19.5 | % | ||||||||||
Net interest income (1) |
$ | 56,640 | $ | 52,594 | $ | 4,046 | 7.7 | % | ||||||||
Average interest earning assets |
$ | 1,602,264 | $ | 1,483,338 | $ | 118,926 | 8.0 | % | ||||||||
Average interest bearing liabilities |
$ | 1,203,055 | $ | 1,146,163 | $ | 56,892 | 5.0 | % | ||||||||
Average interest earning assets/
Average interest bearing liabilities |
133.2 | % | 129.4 | % | 3.77 | |||||||||||
Average yields earned (1) |
5.80 | % | 6.18 | % | (0.38 | ) | ||||||||||
Average rates paid |
1.43 | % | 1.87 | % | (0.44 | ) | ||||||||||
Net interest spread (1) |
4.37 | % | 4.31 | % | 0.06 | |||||||||||
Net interest margin (1) |
4.72 | % | 4.74 | % | (0.02 | ) |
(1) | Interest earned on nontaxable securities has been computed on a 35% tax equivalent basis. Ratios for the three and nine months ended September 30, 2004 and 2003 have been annualized where appropriate. |
-16-
Analysis of Net Interest Income. Net interest income, including a $.41 million adjustment to a tax equivalent basis for the three months ended September 30, 2004, increased 8.5% to $19.3 million from $17.8 million including a $.44 million adjustment to a tax equivalent basis for the same period in 2003. Higher loan and investment balances and an improved deposit mix combined to contribute to the increase in net interest income. Net interest income was negatively impacted in the third quarter of 2004 by a $.3 million prepayment expense on $10 million of FHLB long term debt, which reduced the net interest margin by 7 basis points. Average yields on earning assets decreased 10 basis points to 5.80% in the third quarter of 2004 from 5.90% in 2003. Average interest earning assets increased $108 million, or 7.1%, to $1.63 billion in the third quarter of 2004 from $1.52 billion for the same period in 2003. Average rates paid on interest bearing liabilities decreased 18 basis points to 1.49% in the third quarter of 2004, from 1.67% for the same period in 2003. The net interest spread increased from 4.23% in the third quarter of 2003 to 4.31% in the third quarter of 2004. Bancorps net interest margin for the three months ended September 30, 2004, was 4.70%, an increase of 7 basis points from 4.63% for the comparable period of 2003.
Net interest income, on a tax equivalent basis for the nine months ended September 30, 2004, increased $4.0 million to $56.6 million from $52.6 million for the same period in 2003. The increase in net interest income is due to higher interest earning assets and improved deposit mix. Bancorps net interest margin for the nine months ended September 30, 2004, was 4.72%, a decrease of 2 basis points from 4.74% for the same period in 2003.
Provision for Loan Loss. Bancorp recorded provisions for loan losses for the third quarter of 2004 and 2003 of $.2 million and $.9 million, respectively. The decrease in the provision in the third quarter of 2004 compared to the third quarter of 2003 was primarily due to no net charge-offs in the third quarter of 2004. Net recoveries for the third quarter of 2004 were $26,000, compared to net charge-offs of $.7 million for the same period in 2003. Annualized net recoveries for the third quarter 2004 were 0.01% of average loans, compared to annualized net charge-offs of 0.22% in the same period last year.
The provision for loan losses for the nine months ended September 30, 2004 was $2.1 million compared to $2.6 million for the same period in 2003. Net charge-offs year to date in 2004 are $.8 million compared to $1.4 million for the nine months ended 2003.
At September 30, 2004, non-performing assets were $4.9 million or 0.28% of total assets, down from $5.4 million or 0.33% one year earlier. Bancorps allowance for loan losses as a percentage of total loans was 1.47% at September 30, 2004, down from 1.50% at September 30, 2003. 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 Loan Portfolio and Credit Management and Allowance for Loan Losses sections of this report.
-17-
Noninterest Income. Total non-interest income was $5.7 million for the three months ended September 30, 2004, compared to $5.8 million for the period ended September 30, 2003. Gains on sales of loans decreased $.6 million or 37% in the third quarter of 2004 compared to the like period in 2003. Combined service charges on deposit accounts and other service charges, commissions and fees were $3.9 million in the quarter ended September 30, 2004, an increase of $.4 million or 11% over the same period last year. The increase reflects growth in deposit accounts and volumes, higher payment system related revenues and investment services sales revenues.
Trust revenue increased 24% over the same period last year. Bank owned life insurance income and other noninterest income decreased slightly in the second quarter of 2004 compared to 2003.
Total non-interest income was $17.0 million for the nine months ended September 30, 2004, compared to $16.6 million for the same period in 2003. Gains on sales of loans were down $1.3 million in the nine months ended September 30, 2004 compared to the prior year due to decreased residential loan production. This decrease was more than offset by strong growth in trust revenue, investment sales, and payment systems related revenues. Service charges on deposit accounts and other service charges, commissions and fees increased slightly less than 12% or $1.2 million in the nine months ended September 30, 2004 compared to same period in 2003. Other non-interest income increased $.2 million mainly due to a one-time sale of a repossessed property in the first quarter of 2004.
Noninterest Expense. Noninterest expense for the three months ended September 30, 2004 was $16.1 million, an increase of $1.3 million or 9% compared to $14.8 million for the same period in 2003. Salary and benefit expense increased $1.1 million due to higher salary and benefits cost, with approximately one-third of the increase caused by the recent branch openings and hiring of new commercial lenders. The third quarter 2004 combined occupancy and equipment expense increased $.3 million from the third quarter of 2003, primarily due to branch and product expansion.All other expense categories combined decreased $.2 million in the third quarter of 2004 compared to the same period in 2003.
Total non-interest expense was $46.6 million for the nine months ended September 30, 2004, compared to $43.4 million for the same period in 2003. The increase in expense year over year is primarily due to increased salary and benefit expense which is up 11% due to new branch offices and additional commercial and residential lending officers. Combined occupancy and equipment expense was up $1.0 million in the first nine months of 2004 compared to 2003 with $.3 million of the increase due to a one-time depreciation expense charge as a result of decreasing our book value in an affordable housing tax credit to match our equity in the project.
Income taxes. The provision for income taxes increased in the three months ended September 30, 2004, from the like period in 2003, due to an increase in income before taxes and lower tax exempt municipal security income relative to total taxable income, 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 for the three months ended September 30, 2004, however, decreased slightly to 30.1% compared to 31.9% for the same period in 2003 primarily due to an increase in non-taxable income from bank owned life insurance and other tax credits.
The provision for income taxes increased to $7.4 million in the nine months ended September 30, 2004, from $7.2 million for the same period in 2003.
-18 -
Balance Sheet Overview
Period end total assets increased to $1.74 billion as of September 30, 2004 from $1.66 billion at December 31, 2003. Our balance sheet has been focused on growth in targeted areas that support our corporate objectives, including small business and middle market commercial lending, home equity lending, and core deposit production.
Period end total loans at September 30, 2004 increased 10% or $120 million from September 30, 2003. September 30, 2004 period end commercial loans were up 18%, or $45 million over the same time in 2003, while period end home equity loans were up $35 million, or 24% over the same time in 2003. Total deposits increased $65 million or over 4% for the 12 month period beginning September 30, 2003. Lower cost deposits generated the increase in deposits as certificates of deposit declined since September 30, 2003.
Investment Portfolio
The investment portfolio at September 30, 2004, decreased $19.4 million compared to December 31, 2003. At September 30, 2004, total investment securities available for sale had pre-tax unrealized gains of $3.73 million. The composition and carrying value of Bancorps investment portfolio is as follows:
September 30, | December 31, | |||||||
(Dollars in thousands) |
2004 |
2003 |
||||||
Investments available for sale (At fair value) |
||||||||
U.S. Government agency securities |
$ | 109,048 | $ | 108,282 | ||||
Corporate securities |
18,226 | 24,101 | ||||||
Mortgage-backed securities |
85,716 | 94,808 | ||||||
Obligations of state and political subdivisions |
75,574 | 80,082 | ||||||
Equity and other securities |
14,038 | 14,697 | ||||||
Total Investment Portfolio |
$ | 302,602 | $ | 321,970 | ||||
Loan Portfolio and Credit Management
Interest and fees earned on the loan portfolio is our primary source of revenue. Loans represented 76% of total assets, or $1.32 billion as of September 30, 2004, compared to 73% or $1.22 billion at December 31, 2003. A certain degree of credit risk is inherent in our lending activities. The Company manages the general risks inherent in the loan portfolio by following loan policies and underwriting practices designed to result in prudent lending activities. In addition, we attempt to manage our risk through our credit administration and credit review functions, which are designed to help ensure compliance with our credit standards. Through the Credit Review function the Company is able to monitor all credit-related policies and practices on a post approval basis, ensuring uniform application. The findings of these reviews are communicated with senior management and the Loan, Investment, and Asset/Liability Committee, which is made up of certain directors. As part of our ongoing lending process, internal risk ratings are assigned to each Commercial and Commercial Real Estate credit before the funds are extended to the customer. Credit risk ratings are based on 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. Credit files are examined periodically on a sample test basis, by internal and external auditors, as well as regulatory examiners.
Although a risk of nonpayment exists with respect to all loans, certain specific types of risks are associated with different 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 the Companys loans. The expected source of repayment of these loans is generally the cash flow of the project, operations of the borrowers business, or personal income. Risks associated with real estate loans include decreasing land values, material increases in interest rates, deterioration in local economic conditions, changes in tax policies, and a concentration of loans within any one area.
As part of our strategic efforts, we have placed an emphasis on increasing the commercial and home equity loan segments of our portfolio. Real estate commercial loans continue to be the largest portion of our loan portfolio at 51%, but is down from 58% at the end of 2000. We believe our focus on commercial business loans is a key contributor to our goal of increasing low cost deposits.
-19 -
The composition of Bancorps loan portfolio is as follows:
September 30, 2004 |
December 31, 2003 |
|||||||||||||||
(Dollars in thousands) |
Amount |
Percent |
Amount |
Percent |
||||||||||||
Commercial |
$ | 288,667 | 21.9 | % | $ | 236,949 | 19.4 | % | ||||||||
Real estate construction |
111,299 | 8.4 | % | 112,732 | 9.2 | % | ||||||||||
Real estate mortgage |
206,739 | 15.7 | % | 179,331 | 14.7 | % | ||||||||||
Real estate commercial |
677,275 | 51.3 | % | 652,882 | 53.5 | % | ||||||||||
Installment and other consumer |
35,716 | 2.7 | % | 38,987 | 3.2 | % | ||||||||||
Total loans |
1,319,696 | 100 | % | 1,220,881 | 100 | % | ||||||||||
Allowance for loan losses |
(19,421 | ) | 1.47 | % | (18,131 | ) | 1.49 | % | ||||||||
Total loans, net |
$ | 1,300,275 | $ | 1,202,750 | ||||||||||||
The change in the composition of Bancorps loan portfolio, with increases in the percentage of loans that fall into 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:
September 30, 2004 |
December 31, 2003 |
|||||||||||||||
(Dollars in thousands) |
Amount |
Percent |
Amount (1) |
Percent |
||||||||||||
Office Buildings |
$ | 153,000 | 22.6 | % | $ | 153,900 | 23.6 | % | ||||||||
Retail Facilities |
88,700 | 13.1 | % | 80,600 | 12.3 | % | ||||||||||
Hotels/Motels |
63,600 | 9.4 | % | 66,100 | 10.1 | % | ||||||||||
Multi-Family - 5+ Residential |
63,500 | 9.4 | % | 65,000 | 10.0 | % | ||||||||||
Assisted Living |
39,900 | 5.9 | % | 42,100 | 6.5 | % | ||||||||||
Industrial parks and related |
35,700 | 5.3 | % | 28,000 | 4.3 | % | ||||||||||
Medical Offices |
34,200 | 5.0 | % | 29,000 | 4.4 | % | ||||||||||
Land Development and Raw Land |
22,200 | 3.3 | % | 13,400 | 2.1 | % | ||||||||||
Manufacturing Plants |
19,500 | 2.9 | % | 16,500 | 2.5 | % | ||||||||||
Mini Storage |
19,100 | 2.8 | % | 17,500 | 2.7 | % | ||||||||||
Food Establishments |
18,500 | 2.7 | % | 17,300 | 2.7 | % | ||||||||||
Health spa and gym |
10,500 | 1.6 | % | 19,900 | 3.1 | % | ||||||||||
Church, Civic, Nonprofit facilities |
10,500 | 1.6 | % | 10,100 | 1.6 | % | ||||||||||
RV Parks, Marinas, related |
7,400 | 1.1 | % | 7,600 | 1.1 | % | ||||||||||
Commercial/Agricultural |
4,600 | 0.8 | % | 6,700 | 1.0 | % | ||||||||||
Other |
86,375 | 12.8 | % | 79,182 | 12.1 | % | ||||||||||
Total real estate commercial loans |
$ | 677,275 | 100 | % | $ | 652,882 | 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 value ratios generally not exceeding 75% and debt service coverage ratios generally of 120% or better.
As of September 30, 2004, the Company 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 Company. At September 30, 2004 and December 31, 2003, Bancorp had no bankers acceptances.
-20 -
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. Nonaccrual loans increased $1.0 million to $3.7 million at September 30, 2004 compared to December 31, 2003. The current nonaccrual loan balances are primarily a mix of commercial and commercial real estate secured loans. For nonaccrual 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, 2004 |
December 31, 2003 |
||||||
Loans on nonaccrual status |
$ | 3,679 | $ | 2,669 | ||||
Loans past due greater than 90 days
not on nonaccrual status |
| | ||||||
Other real estate owned |
1,182 | 1,741 | ||||||
Total nonperforming assets |
$ | 4,861 | $ | 4,410 | ||||
Non-performing loans to total loans |
0.28 | % | 0.22 | % | ||||
Allowance for loan losses to non-performing loans |
528 | % | 697 | % | ||||
Non-performing assets to total assets |
0.28 | % | 0.27 | % | ||||
Allowance for loan losses to non-performing assets |
400 | % | 411 | % |
Allowance for Loan Losses
Please see our Annual Report on Form 10-K under the heading Managements Discussion and Analysis of Financial Condition and Results of Operations Loan Loss Allowance and Provision for a discussion of Bancorps methodologies underlying the calculation of the Companys allowance for loan losses.
At September 30, 2004, the Companys allowance for loan losses was $19.4 million, consisting of a $17.3 million formula allowance, no required specific allowance, and a $2.1 million unallocated allowance. At December 31, 2003, our allowance for loan losses was $18.1 million, consisting of a $17.0 million formula allowance, a $95,000 specific allowance, and a $1.0 million unallocated allowance. The changes in the allocation of the allowance for loan losses in the first nine months of 2004 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.
At September 30, 2004, Bancorps allowance for loan loss was 1.47% of total loans, and 528% of total nonperforming loans, compared with an allowance for loan losses at December 31, 2003 of 1.49% of total loans, and 697% of total nonperforming loans, respectively.
-21 -
Changes in the allowance for loan losses are as follows:
Nine months ended | Year ended | |||||||
(Dollars in thousands) |
September 30, 2004 |
December 31, 2003 |
||||||
Loans outstanding at end of period |
$ | 1,319,696 | $ | 1,220,881 | ||||
Average loans outstanding during the period |
$ | 1,276,610 | $ | 1,196,962 | ||||
Allowance for loan losses, beginning of period |
$ | 18,131 | $ | 16,838 | ||||
Loans charged off: |
||||||||
Commercial |
(766 | ) | (1,494 | ) | ||||
Real Estate |
(346 | ) | (844 | ) | ||||
Installment and consumer |
(478 | ) | (760 | ) | ||||
Total loans charged off |
(1,590 | ) | (3,098 | ) | ||||
Recoveries: |
||||||||
Commercial |
404 | 380 | ||||||
Real Estate |
221 | 70 | ||||||
Installment and consumer |
130 | 141 | ||||||
Total recoveries |
755 | 591 | ||||||
Net loans charged off |
(835 | ) | (2,507 | ) | ||||
Provision for loan losses |
2,125 | 3,800 | ||||||
Allowance for loan losses, end of period |
$ | 19,421 | $ | 18,131 | ||||
Ratio of net loans charged off to average loans
outstanding year to date (1) |
0.09 | % | 0.21 | % | ||||
Ratio of allowance for loan losses to loans
outstanding at end of period |
1.47 | % | 1.49 | % |
(1) The ratio for the nine months ended September 30, 2004, has been annualized.
During the first nine months of 2004, net loan charge-offs were $.8 million, compared to $1.4 million for the same period in 2003. The annualized percentage of net loans charged off year to date to average loans outstanding was 0.09% for the nine months ended September 30, 2004, compared to 0.15% 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.
-22 -
Deposits and Borrowings
The following table summarizes the quarterly average amount of, and the average interest rate paid on, each of the deposit and borrowing categories for the periods shown.
September 2004 |
September 2003 |
|||||||||||||||
Quarterly Average | Quarterly Average | |||||||||||||||
(Dollars in thousands) |
Balance |
Rate Paid |
Balance |
Rate Paid |
||||||||||||
Demand |
$ | 372,280 | | $ | 302,741 | | ||||||||||
Savings, money market
and interest bearing demand |
736,897 | 0.43 | % | 680,660 | 0.61 | % | ||||||||||
Certificates of deposit |
341,330 | 2.25 | % | 375,497 | 2.73 | % | ||||||||||
Short-term borrowings |
10,782 | 1.41 | % | 5,135 | 1.23 | % | ||||||||||
Long-term borrowings (1) |
113,946 | 6.07 | % | 96,641 | 5.01 | % | ||||||||||
Total deposits and borrowings |
$ | 1,575,235 | 1.49 | % | $ | 1,460,674 | 1.67 | % | ||||||||
(1) | Long-term borrowings include Junior Subordinated Debentures at September 30, 2004, which were designated as Mandatorily Redeemable Trust Preferred Securities at September 30, 2003. |
Quarterly average core deposits, consisting of demand, savings, money market, and interest bearing demand deposits, increased nearly 13% or $126 million in the second quarter of 2004 compared to the same period in 2003. Our core deposits increase was mainly due to improved sales practices by the branches and commercial teams resulting in both consumer and business core deposit growth, businesses maintaining higher balances to avoid service charges, and minimal, if any, interest rate differences between similar non-insured investments and such FDIC insured deposit products.
Second quarter average time deposits declined $34 million or 9% in 2004 compared to 2003, as customers likely viewed the interest rates offered on such deposits unattractive relative to historical rates. A continued decrease in time deposits would unlikely affect our short-term liquidity or operations materially. These deposits can generally be retained with increases in interest rates paid.
-23-
Capital Resources
The Federal Reserve Bank (FRB) and the Federal Deposit Insurance Corporation (FDIC) have 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%. As of September 30, 2004, Bancorp and the Bank are considered Well Capitalized under the regulatory risk based capital guidelines.
The following table summarizes the consolidated risk based capital ratios of Bancorp and the Bank at September 30, 2004, and December 31, 2003.
September 30, 2004 |
December 31, 2003 |
|||||||||||||||||||||||||||||||
Amount | Amount | |||||||||||||||||||||||||||||||
Required For | Percent | Required For | Percent | |||||||||||||||||||||||||||||
Minimum | required for | Minimum | required for | |||||||||||||||||||||||||||||
Capital | Minimum | Capital | Minimum | |||||||||||||||||||||||||||||
Actual | Adequacy | Capital | Actual | Adequacy | Capital | |||||||||||||||||||||||||||
(Dollars in thousands) |
Amount |
Ratio |
Amount |
Adequacy |
Amount |
Ratio |
Amount |
Adequacy |
||||||||||||||||||||||||
Tier 1 Capital |
||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 167,638 | 10.83 | % | $ | 61,928 | 4 | % | $ | 156,116 | 10.62 | % | $ | 58,824 | 4 | % | ||||||||||||||||
West Coast Bank |
159,099 | 10.29 | % | 61,863 | 4 | % | 144,583 | 9.84 | % | 58,768 | 4 | % | ||||||||||||||||||||
Total Capital |
||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 186,991 | 12.08 | % | $ | 123,856 | 8 | % | $ | 174,246 | 11.85 | % | $ | 117,648 | 8 | % | ||||||||||||||||
West Coast Bank |
178,432 | 11.54 | % | 123,725 | 8 | % | 162,713 | 11.07 | % | 117,536 | 8 | % | ||||||||||||||||||||
Risk weighted assets |
||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 1,548,205 | $ | 1,470,767 | ||||||||||||||||||||||||||||
West Coast Bank |
1,546,566 | 1,469,368 | ||||||||||||||||||||||||||||||
Leverage Ratio |
||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 167,638 | 9.71 | % | $ | 51,811 | 3 | % | $ | 156,116 | 9.45 | % | $ | 49,546 | 3 | % | ||||||||||||||||
West Coast Bank |
159,099 | 9.22 | % | 51,777 | 3 | % | 144,583 | 8.75 | % | 49,544 | 3 | % | ||||||||||||||||||||
Adjusted total assets |
||||||||||||||||||||||||||||||||
West Coast Bancorp |
$ | 1,727,024 | $ | 1,652,575 | ||||||||||||||||||||||||||||
West Coast Bank |
1,725,895 | 1,651,493 |
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 allow 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. For additional information regarding trust preferred securities, this discussion should be read in conjunction with our consolidated financial statements and related notes included in our 2003 Form 10-K under Footnote 7, Junior Subordinated Debentures and Mandatorily Redeemable Trust Preferred Securities.
-24-
Stockholders equity increased to $144.9 million at September 30, 2004, up from $140.1 million at December 31, 2003. The increase was due to net income and stock option exercises, including tax benefits associated with option exercises, offset in part by payments of cash dividends to shareholders, an unrealized loss in the period on securities available for sale 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, September 2002, and again in April 2004. Under this plan, the Company can buy up to 3.88 million shares of the Companys common stock, including completed purchases. The Company anticipates using existing funds, future net income, and/or long-term borrowings to finance future repurchases. During the first nine months of 2004, and consistent with its capital plan, the Company repurchased approximately 452,000 shares, or approximately 3% of its common shares pursuant to its corporate stock repurchase program. Total shares available for repurchase under this plan were 868,000 at September 30, 2004.
The following table presents information with respect to Bancorps July 2000 stock repurchase program.
Average | ||||||||||||
(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 ended 2003 |
587 | 10,461 | $ | 17.82 | ||||||||
Quarter ended March 31, 2004 |
132 | 2,866 | $ | 21.71 | ||||||||
Quarter ended June 30, 2004 |
158 | 3,462 | $ | 21.97 | ||||||||
Quarter ended September 30, 2004 |
162 | 3,391 | $ | 20.93 | ||||||||
Plan to date total |
3,012 | $ | 45,122 | $ | 14.98 |
Please also see discussion of stock repurchase activity during the quarter under Part II, Item 2, Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities below.
-25-
Liquidity and Sources of Funds
The Companys 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 FHLB, and the use of Federal Funds markets. The holding company specifically relies on dividends from the Bank and proceeds from the issuance of trust preferred securities to fund dividends to stockholders and stock repurchases.
Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments are not. Deposit inflows and unscheduled loan prepayments are influenced by general interest rate levels, interest rates available on other investments, competition, economic conditions, and other factors.
Deposits are the primary source of new funds. Total deposits were $1.47 billion at September 30, 2004, up from $1.40 billion at December 31, 2003. We currently have no outstanding brokered deposits at September 30, 2004, however we may utilize brokered deposits or related programs in the future. We have attempted to attract relationship deposits in our market areas through excellent customer service, competitive pricing, and delivery of quality products.
At September 30, 2004, four wholly-owned subsidiary grantor trusts established by Bancorp had issued $26 million of pooled trust preferred securities. Trust 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 (the Debentures) of the Company. The Debentures are the sole assets of the trusts. 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 trust 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 current trust preferred securities at September 30, 2004.
Preferred | ||||||||||||||||||
(Dollars in thousands) | security | Rate at | ||||||||||||||||
Issuance Trust |
Issuance date |
amount |
Rate type (1) |
Initial rate |
9/30/04 |
Maturity date |
||||||||||||
West Coast Statutory Trust I |
December 2001 | $ | 5,000 | Variable | 5.60 | % | 5.51 | % | December 2031 | |||||||||
West Coast Statutory Trust II |
June 2002 | $ | 7,500 | Variable | 5.34 | % | 5.40 | % | June 2032 | |||||||||
West Coast Statutory Trust III |
September 2003 | $ | 7,500 | Fixed | 6.75 | % | 6.75 | % | September 2033 | |||||||||
West Coast Statutory Trust IV |
March 2004 | $ | 6,000 | Fixed | 5.88 | % | 5.88 | % | March 2034 |
(1) | The variable rate preferred securities reprice quarterly. |
The total amount of junior subordinated debentures outstanding at September 30, 2004 and December 31, 2003, was $26 million and $20 million, respectively. The interest rates on the trust preferred securities issued in December 2001, and September 2002 reset quarterly and are tied to the London Interbank Offered Rate (LIBOR) rate. In connection with these two variable rate 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, the September 2003 issuance in September 2008 and the March 2004 issuance in March 2009.
Management expects to continue relying on customer deposits, cash flow from investment securities, sales of Available for Sale securities, loan sales, loan repayments, net income, Federal Funds markets, advances from the FHLB, and other borrowings to provide liquidity. Management may also consider engaging in further offerings of trust preferred securities if the opportunity presents an attractive means of raising funds in the future. Although deposit balances at times have shown historical growth, such balances may be influenced by changes in the financial services industry, interest rates available on other investments, general economic conditions, competition, customer management of cash resources and other factors. Borrowings may be used on a short-term and long-term basis to compensate for reductions in other sources of funds. Borrowings may also be used on a long-term basis to support expanded lending activities and to match maturities, duration, or repricing intervals of assets. The sources of such funds may include, but are not limited to, Federal Funds purchased, reverse repurchase agreements and borrowings from the FHLB.
-26-
Item 3. Quantitative and Qualitative Disclosures About 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, 2003.
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 management has evaluated, with the participation and under the supervision of our chief executive officer (CEO) and chief financial officer (CFO), 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 report. Based on this evaluation, our CEO and CFO have concluded that, as of such date, the Companys disclosure controls and procedures are effective in ensuring that information relating to the Company, including its consolidated subsidiaries, required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
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.
-27-
PART II: Other Information
Item 1. Legal Proceedings.
On March 4, 2004, the Company was served with a lawsuit filed in Multnomah County Circuit Court entitled Walter L. West, dba Walter West Construction Co. v. West Coast Bancorp. The lawsuit is related to a case filed by the plaintiff in Lincoln County Circuit Court in April 2002 that was voluntarily dismissed by the plaintiff. The plaintiff re-asserted claims against Bancorp alleging breach of contract/third party beneficiary, promissory estoppel, and equitable estoppel. The promissory and equitable estoppel claims have since been dismissed.
Plaintiffs allegations relate to Bancorps alleged failure to provide take out financing to a third party in connection with a real estate transaction in 1998. Plaintiff seeks damages from Bancorp in the amount of $3.5 million, plus such additional damages as may be proven at trial.
Bancorp is periodically party to other litigation arising in the ordinary course of 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 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
(e) | The following table provides information about repurchases of common stock by the Company during the quarter ended September 30, 2004: |
Total Number of Shares | Maximum Number of Shares | |||||||||||||||||||
Purchased as Part of | Remaining at Period End that | |||||||||||||||||||
Total Number of | Average Price | Publicly Announced | May Be Purchased Under the | |||||||||||||||||
Period |
Shares Purchased (1) |
Paid per Share |
Plans or Programs (2) |
Plans or Programs |
||||||||||||||||
7/1/04 - 7/31/04 |
64,000 | $ | 20.92 | 64,000 | 966,221 | |||||||||||||||
8/1/04 - 8/31/04 |
50,436 | $ | 20.30 | 50,200 | 916,021 | |||||||||||||||
9/1/04 - 9/30/04 |
49,289 | $ | 21.60 | 47,800 | 868,221 | |||||||||||||||
Total for quarter |
163,725 | 162,000 |
(1) | Shares repurchased by Bancorp during the quarter include: (1) shares repurchased pursuant to the Companys corporate stock repurchase program publicly announced in July 2000 (the Repurchase Program) and described in footnote 2 below, and (2) shares repurchased from employees in connection with stock option swap exercises and cancellation of restricted stock to pay withholding taxes totaling 0 shares, 236 shares, and 1,489 shares, respectively, for the periods indicated. | |||
(2) | Under the Repurchase Program, the board of directors originally authorized the Company to repurchase up to 330,000 common shares, which amount was increased by 550,000 shares in September 2000, by 1.0 million in September 2001, by 1.0 million shares in September 2002, and 1.0 million in April 2004, for a total authorized repurchase amount as of September 30, 2004, of approximately 3.9 million shares. |
Item 6. Exhibits
Exhibit No. | Exhibit | |||
31.1 | Certification of CEO under Rule 13(a) 14(a) of the Exchange Act. | |||
31.2 | Certification of CFO under Rule 13(a) 14(a) of the Exchange Act. | |||
32 | Certification of CEO and CFO under 18 U.S.C. Section 1350. |
-28-
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) |
||
Dated: November 9, 2004
|
/s/ Robert D. Sznewajs | |
Robert D. Sznewajs | ||
Chief Executive Officer and President | ||
Dated: November 9, 2004
|
/s/ Anders Giltvedt | |
Anders Giltvedt | ||
Executive Vice President and Chief Financial Officer |
-29-