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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

 

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

 

 

 

For the quarterly period ended: March 31, 2005

 

 

 

Commission file number: 0-10997


WEST COAST BANCORP

(Exact name of registrant as specified in its charter)


Oregon

 

93-0810577

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

5335 Meadows Road – Suite 201

 

97035

Lake Oswego, Oregon

 

(Zip Code)

(Address of principal executive offices)

 

 

Registrant’s 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 Noo

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes x Noo

The number of shares of Registrant’s Common Stock outstanding on April 30, 2005 was 14,800,711.



WEST COAST BANCORP
FORM 10-Q
QUARTERLY REPORT

TABLE OF CONTENTS

 

 

 

Page

 

 

 


PART I:

 

FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets:
March 31, 2005 and December 31, 2004

3

 

 

 

 

 

 

 

 

Consolidated Statements of Income:
Three months ended March 31, 2005 and 2004

4

 

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows:
Three months ended March 31, 2005 and 2004

5

 

 

 

 

 

 

 

 

Consolidated Statements of Changes in Stockholders’ Equity:
Three months ended March 31, 2005 and year ended December 31, 2004

6

 

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

7

 

 

 

 

 

 

Item 2.

 

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

13

 

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

24

 

 

 

 

 

 

Item 4.

 

Controls and Procedures

24

 

 

 

 

 

 

PART II:

 

OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

25

 

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

25

 

 

 

 

 

 

Item 3.

 

Defaults Upon Senior Securities

25

 

 

 

 

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders

26

 

 

 

 

 

 

Item 5.

 

Other Information

26

 

 

 

 

 

 

Item 6.

 

Exhibits

26

 

 

 

 

 

 

SIGNATURES

27

 

- 2 -


PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

WEST COAST BANCORP
CONSOLIDATED BALANCE SHEETS
(Unaudited)

(Dollars and shares in thousands)

 

March 31,
2005

 

December 31,
2004

 


 



 



 

ASSETS:

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Cash and due from banks

 

$

50,322

 

$

40,751

 

Federal funds sold

 

 

8,624

 

 

101

 

Interest-bearing deposits in other banks

 

 

22

 

 

2

 

 

 



 



 

Total cash and cash equivalents

 

 

58,968

 

 

40,854

 

Trading assets

 

 

936

 

 

958

 

Investment securities available for sale, at fair value (amortized cost:  $259,622 and $265,298)

 

 

258,181

 

 

266,262

 

Loans held for sale

 

 

2,044

 

 

2,706

 

Loans

 

 

1,432,446

 

 

1,427,994

 

Allowance for loan loss

 

 

(18,997

)

 

(18,971

)

 

 



 



 

Loans, net

 

 

1,413,449

 

 

1,409,023

 

Premises and equipment, net

 

 

29,482

 

 

29,117

 

Intangible assets, net

 

 

433

 

 

519

 

Bank owned life insurance

 

 

19,110

 

 

18,885

 

Other assets

 

 

23,699

 

 

22,595

 

 

 



 



 

Total assets

 

$

1,806,302

 

$

1,790,919

 

 

 



 



 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Demand

 

$

395,323

 

$

391,746

 

Savings and interest-bearing demand

 

 

758,783

 

 

738,402

 

Certificates of deposit

 

 

355,182

 

 

342,561

 

 

 



 



 

Total deposits

 

 

1,509,288

 

 

1,472,709

 

Short-term borrowings

 

 

23,642

 

 

41,782

 

Long-term borrowings

 

 

85,500

 

 

85,500

 

Junior subordinated debentures

 

 

26,000

 

 

26,000

 

Other liabilities

 

 

15,038

 

 

17,074

 

 

 



 



 

Total liabilities

 

 

1,659,468

 

 

1,643,065

 

Commitments and contingent liabilities (note 5)

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

 

 

 

 

Preferred stock:  no par value, none issued; 10,000 shares authorized

 

 

—  

 

 

—  

 

Common stock:  no par value, 55,000 shares authorized;  14,775 and 14,872 shares issued and outstanding, respectively

 

 

18,469

 

 

18,590

 

Additional paid-in capital

 

 

57,847

 

 

60,730

 

Retained earnings

 

 

72,758

 

 

69,612

 

Deferred compensation

 

 

(1,313

)

 

(1,486

)

Accumulated other comprehensive (loss) income

 

 

(927

)

 

408

 

 

 



 



 

Total stockholders’ equity

 

 

146,834

 

 

147,854

 

 

 



 



 

Total liabilities and stockholders’ equity

 

$

1,806,302

 

$

1,790,919

 

 

 



 



 

See notes to consolidated financial statements

- 3 -


WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)

 

 

Three months ended March 31,

 

 

 


 

(In thousands, except per share amounts)

 

2005

 

2004

 


 



 



 

INTEREST INCOME:

 

 

 

 

 

 

 

Interest and fees on loans

 

$

22,471

 

$

18,936

 

Interest on taxable investment securities

 

 

2,016

 

 

2,706

 

Interest on nontaxable investment securities

 

 

676

 

 

776

 

Interest on deposits in other banks

 

 

4

 

 

3

 

Interest on federal funds sold

 

 

35

 

 

11

 

 

 



 



 

Total interest income

 

 

25,202

 

 

22,432

 

INTEREST EXPENSE:

 

 

 

 

 

 

 

Savings and interest-bearing demand

 

 

1,637

 

 

803

 

Certificates of deposit

 

 

2,124

 

 

1,948

 

Short-term borrowings

 

 

228

 

 

111

 

Long-term borrowings

 

 

862

 

 

928

 

Junior subordinated debt

 

 

477

 

 

405

 

 

 



 



 

Total interest expense

 

 

5,328

 

 

4,195

 

 

 



 



 

NET INTEREST INCOME

 

 

19,874

 

 

18,237

 

Provision for loan loss

 

 

—  

 

 

900

 

 

 



 



 

Net interest income after provision for loan losses

 

 

19,874

 

 

17,337

 

NONINTEREST INCOME:

 

 

 

 

 

 

 

Service charges on deposit accounts

 

 

1,891

 

 

1,855

 

Other service charges, commissions and fees

 

 

2,085

 

 

1,706

 

Trust revenue

 

 

567

 

 

500

 

Gain on sales of loans

 

 

775

 

 

913

 

Loss on impairment of securities

 

 

(1,316

)

 

—  

 

Other

 

 

270

 

 

534

 

 

 



 



 

Total noninterest income

 

 

4,272

 

 

5,508

 

NONINTEREST EXPENSE:

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

9,674

 

 

8,920

 

Occupancy

 

 

1,539

 

 

1,573

 

Equipment

 

 

1,253

 

 

1,301

 

Professional fees

 

 

1,099

 

 

414

 

Check and other transaction processing

 

 

758

 

 

629

 

Postage, printing and office supplies

 

 

629

 

 

642

 

Marketing

 

 

601

 

 

492

 

Communications

 

 

272

 

 

290

 

Litigation settlement charge

 

 

800

 

 

—  

 

Other noninterest expense

 

 

849

 

 

927

 

 

 



 



 

Total noninterest expense

 

 

17,474

 

 

15,188

 

 

 



 



 

INCOME BEFORE INCOME TAXES

 

 

6,672

 

 

7,657

 

PROVISION FOR INCOME TAXES

 

 

2,153

 

 

2,486

 

 

 



 



 

NET INCOME

 

$

4,519

 

$

5,171

 

 

 



 



 

Basic earnings per share

 

$

0.31

 

$

0.35

 

Diluted earnings per share

 

$

0.29

 

$

0.33

 

Weighted average common shares

 

 

14,726

 

 

14,943

 

Weighted average diluted shares

 

 

15,422

 

 

15,642

 

See notes to consolidated financial statements.

- 4 -


WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 

 

Three months ended  March 31,

 

 

 


 

(Dollars in thousands)

 

2005

 

2004

 


 



 



 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income

 

$

4,519

 

$

5,171

 

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

 

 

 

 

 

 

 

Depreciation of premises and equipment

 

 

887

 

 

1,030

 

Deferred income tax (benefit) expense

 

 

(1,081

)

 

364

 

Amortization of intangibles

 

 

86

 

 

87

 

Provision for loan loss

 

 

—  

 

 

900

 

(Increase) decrease in interest receivable

 

 

(170

)

 

53

 

Decrease in other assets

 

 

147

 

 

447

 

Loss on impairment of securities

 

 

1,316

 

 

—  

 

Gain on sales of loans

 

 

(775

)

 

(913

)

Origination of loans held for sale

 

 

(16,962

)

 

(41,990

)

Proceeds from sales of loans held for sale

 

 

18,399

 

 

42,213

 

Increase in interest payable

 

 

196

 

 

111

 

Decrease in other liabilities

 

 

(1,955

)

 

(2,690

)

Increase in cash surrender value of bank owned life insurance

 

 

(225

)

 

(224

)

Stock based compensation expense

 

 

192

 

 

167

 

Tax benefit associated with stock options

 

 

(277

)

 

(336

)

(Increase) decrease in trading assets

 

 

22

 

 

(34

)

 

 



 



 

Net cash provided by operating activities

 

 

4,319

 

 

4,356

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from maturities of available for sale securities

 

 

8,436

 

 

10,467

 

Purchase of available for sale securities

 

 

(3,006

)

 

(3,964

)

Loans made to customers greater than principal collected on loans

 

 

(4,426

)

 

(40,236

)

Net capital expenditures

 

 

(1,252

)

 

(498

)

 

 



 



 

Net cash used in investing activities

 

 

(248

)

 

(34,231

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Net increase in demand, savings and interest bearing transaction accounts

 

 

23,958

 

 

959

 

Net increase (decrease) in certificates of deposit

 

 

12,621

 

 

(25,698

)

Proceeds from issuance of junior subordinated debentures

 

 

—  

 

 

6,000

 

Proceeds from issuance of long-term borrowings

 

 

—  

 

 

5,000

 

Net (decrease) increase in short-term borrowings

 

 

(18,140

)

 

34,712

 

Redemption and repurchase of common stock

 

 

(4,109

)

 

(3,459

)

Net proceeds and tax benefit from issuance of common stock

 

 

1,086

 

 

1,517

 

Dividends paid on common stock

 

 

(1,373

)

 

(1,278

)

 

 



 



 

Net cash provided by financing activities

 

 

14,043

 

 

17,753

 

 

 



 



 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

 

18,114

 

 

(12,122

)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

 

 

40,854

 

 

63,504

 

 

 



 



 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

 

$

58,968

 

$

51,382

 

 

 



 



 

Supplemental cash flow information:

 

 

 

 

 

 

 

Cash paid in the period for:

 

 

 

 

 

 

 

Interest

 

$

5,132

 

$

4,245

 

Income taxes

 

$

4,030

 

$

2,500

 

See notes to consolidated financial statements

- 5 -


WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

Common Stock

 

Additional

 

 

 

 

 

Other

 

 

 

 

 


 

Paid-In

 

Retained

 

Deferred

 

Comprehensive

 

 

 

(Shares and Dollars in thousands)

 

Shares

 

Amount

 

Capital

 

Earnings

 

Compensation

 

Income (loss)

 

Total

 


 



 



 



 



 



 



 



 

BALANCE, January 1, 2004

 

 

15,076

 

$

18,845

 

$

66,462

 

$

52,916

 

$

(1,242

)

$

3,072

 

$

140,053

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

—  

 

 

—  

 

 

—  

 

 

22,008

 

 

—  

 

 

—  

 

$

22,008

 

Other comprehensive gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized investment loss

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(4,789

)

 

(4,789

)

Net unrealized gain on derivatives-cash flow hedges

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

408

 

 

408

 

Reclassification adjustment for losses on sales of securities

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

20

 

 

20

 

Net tax benefit

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

1,697

 

 

1,697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

19,344

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Cash dividends, $.36 per common share

 

 

—  

 

 

—  

 

 

—  

 

 

(5,312

)

 

—  

 

 

—  

 

 

(5,312

)

Issuance of common stock- option plans

 

 

279

 

 

348

 

 

2,854

 

 

—  

 

 

—  

 

 

—  

 

 

3,202

 

Redemption of common stock -stock plans

 

 

(49

)

 

(61

)

 

(995

)

 

 

 

 

69

 

 

—  

 

 

(987

)

Activity in Deferred Compensation Plan

 

 

(1

)

 

(1

)

 

(60

)

 

—  

 

 

—  

 

 

—  

 

 

(61

)

Issuance of common stock-restricted stock plans

 

 

51

 

 

64

 

 

1,031

 

 

—  

 

 

(1,095

)

 

—  

 

 

—  

 

Amortization of deferred compensation restricted stock

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

782

 

 

—  

 

 

782

 

Common stock repurchased and retired

 

 

(484

)

 

(605

)

 

(9,910

)

 

—  

 

 

—  

 

 

—  

 

 

(10,515

)

Tax benefit associated with stock options

 

 

—  

 

 

—  

 

 

1,348

 

 

—  

 

 

—  

 

 

—  

 

 

1,348

 

 

 



 



 



 



 



 



 



 

BALANCE, December 31, 2004

 

 

14,872

 

 

18,590

 

 

60,730

 

 

69,612

 

 

(1,486

)

 

408

 

$

147,854

 

Comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

—  

 

 

—  

 

 

—  

 

 

4,519

 

 

—  

 

 

—  

 

$

4,519

 

Other comprehensive gain (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized investment loss

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(1,088

)

 

(1,088

)

Net unrealized gain on derivatives-cash flow hedges

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

206

 

 

206

 

Reclassification adjustment for loss on impairment of security

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

(1,316

)

 

(1,316

)

Net tax benefit

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

863

 

 

863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

3,184

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Cash dividends, $.09 per common share

 

 

—  

 

 

—  

 

 

—  

 

 

(1,373

)

 

—  

 

 

—  

 

 

(1,373

)

Issuance of common stock- option plans

 

 

73

 

 

91

 

 

739

 

 

—  

 

 

—  

 

 

—  

 

 

830

 

Redemption of common stock -stock plans

 

 

(25

)

 

(31

)

 

(592

)

 

—  

 

 

14

 

 

—  

 

 

(609

)

Activity in Deferred Compensation Plan

 

 

(1

)

 

(1

)

 

(20

)

 

—  

 

 

—  

 

 

—  

 

 

(21

)

Issuance of common stock-restricted stock plans

 

 

2

 

 

2

 

 

31

 

 

—  

 

 

(33

)

 

—  

 

 

—  

 

Amortization of deferred compensation restricted stock

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

 

192

 

 

—  

 

 

192

 

Common stock repurchased and retired

 

 

(146

)

 

(182

)

 

(3,318

)

 

—  

 

 

—  

 

 

—  

 

 

(3,500

)

Tax benefit associated with stock options

 

 

—  

 

 

—  

 

 

277

 

 

—  

 

 

—  

 

 

—  

 

 

277

 

 

 



 



 



 



 



 



 



 

BALANCE, March 31, 2005

 

 

14,775

 

$

18,469

 

$

57,847

 

$

72,758

 

$

(1,313

)

$

(927

)

$

146,834

 

 

 



 



 



 



 



 



 



 

See notes to consolidated financial statements.

- 6 -


WEST COAST BANCORP
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.       BASIS OF PRESENTATION

          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 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”), West Coast Trust, and Totten, Inc., after elimination of intercompany transactions and balances.  Certain reclassifications of prior year amounts have been made to conform to current classifications.    The Company’s interim consolidated financial statements and related notes should be read in conjunction with the audited financial statements and related notes contained in Bancorp’s 2004 Annual Report on Form 10-K (“2004 10-K”).

          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 months ended March 31, 2005 and cash flows for the three months ended March 31, 2005, are not necessarily indicative of the results that may be expected for the year ending December 31, 2005, or other future periods.

          Accounting for Stock-Based Compensation.   At March 31, 2005, Bancorp had multiple stock option plans, including a stock incentive plan under which both restricted stock and stock options are presently being 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
March 31,

 

 

 


 

(Dollars in thousands, except per share data)

 

2005

 

2004

 


 



 



 

Net income, as reported

 

$

4,519

 

$

5,171

 

Add:  Restricted stock compensation expense included in reported net income, net of related tax effects

 

 

117

 

 

101

 

Deduct:  Stock-based compensation expense including both restricted stock and stock options, determined under fair value based method, net of related tax effects

 

 

(229

)

 

(259

)

 

 



 



 

Pro forma net income

 

$

4,407

 

$

5,013

 

 

 



 



 

Earnings per share:

 

 

 

 

 

 

 

Basic-as reported

 

$

0.31

 

$

0.35

 

Basic-proforma

 

$

0.30

 

$

0.34

 

Diluted-as reported

 

$

0.29

 

$

0.33

 

Diluted-proforma

 

$

0.29

 

$

0.32

 

- 7 -


1.       BASIS OF PRESENTATION (Continued)

          New Accounting Pronouncements.  In December 2004, the Financial Accounting Standards Board (“FASB”) issued a revision to SFAS No. 123, “Share-Based Payment” (“SFAS 123R”).  This statement establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services.  This statement requires that the cost resulting from all share-based payment transactions be recognized in the financial statements.  In addition, this statement establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value based measurement method in accounting for share-based payment transactions.  This statement replaces SFAS No. 123, Accounting for Stock-Based Compensation, and supersedes APB Opinion No. 25.  In addition, this statement amends SFAS No. 95, Statement of Cash Flows, to require that excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.  The impact on our financial statements from future stock option grants is unknown until such grants have been made. This statement was originally scheduled to be effective for Bancorp as of the beginning of the first interim or annual reporting period that begins after June 15, 2005, however, on April 14, 2005, the Securities and Exchange Commission adopted a new rule that amends the compliance date of SFAS 123R to allow companies to implement this standard at the beginning of the next fiscal year, January 1, 2006.

- 8 -


2.       INVESTMENT SECURITIES AVAILABLE FOR SALE

          The composition and carrying value of Bancorp’s investment portfolio is as follows:

(Dollars in thousands)

 

March 31,
2005

 

December 31,
2004

 


 



 



 

Investments available for sale (At fair value)

 

 

 

 

 

 

 

U.S. Government agency securities

 

$

81,169

 

$

82,362

 

Corporate securities

 

 

16,676

 

 

18,029

 

Mortgage-backed securities

 

 

77,049

 

 

81,354

 

Obligations of state and political subdivisions

 

 

68,256

 

 

70,906

 

Equity and other securities

 

 

15,031

 

 

13,611

 

 

 



 



 

Total Investment Portfolio

 

$

258,181

 

$

266,262

 

 

 



 



 

          The following table provides information on 12 month or greater continuous unrealized losses in the investment securities portfolio as of March 31, 2005:

 

 

Amortized cost of
securities with an
unrealized loss more than
12 continuous months

 

Fair value of
securities with an
unrealized loss more than
12 continuous months

 

Unrealized
Gross Losses

 

 

 



 



 



 

U.S. Government agency securities

 

$

3,623

 

$

3,420

 

$

(203

)

Mortgage-backed securities

 

 

9,555

 

 

9,439

 

$

(116

)

Obligations of state and political subdivisions

 

 

2,674

 

 

2,570

 

 

(104

)

 

 



 



 



 

Total

 

$

15,852

 

$

15,429

 

$

(423

)

 

 



 



 



 

          The following table provides information on 12 month or less continuous unrealized losses in the investment securities portfolio as of March 31, 2005:

(Dollars in thousands)

 

Amortized cost of
securities with an
unrealized loss less than
12 continuous months

 

Fair value of
securities with an
unrealized loss less than
12 continuous months

 

Unrealized
Gross Losses

 


 



 



 



 

U.S. Government agency securities

 

$

74,394

 

$

73,017

 

$

(1,377

)

Mortgage-backed securities

 

 

63,208

 

 

62,054

 

 

(1,154

)

Obligations of state and political subdivisions

 

 

10,384

 

 

10,217

 

 

(167

)

Equity and other securities

 

 

13,647

 

 

13,366

 

 

(281

)

 

 



 



 



 

Total

 

$

161,633

 

$

158,654

 

$

(2,979

)

 

 



 



 



 

          At March 31, 2005, the Company had 15 investment securities with a 12 month or greater continuous unrealized loss of $.4 million in the investment portfolio, and there were a total of 94 securities in the investment portfolio with an unrealized total loss of $3.4 million.  The unrealized loss on our investment securities portfolio was substantially due to an increase in interest rates subsequent to their purchase. The fair value of these securities fluctuates as market interest rates change.  These are fixed rate debt securities and the Company has the ability and intent to hold them until the value recovers.  Based on management’s evaluation and intent, none of the unrealized losses summarized in these tables are considered other-than-temporary.  In addition to accounting and regulatory guidance, in determining whether a security is other-than-temporarily impaired, Bancorp regularly considers the duration and amount of the unrealized loss, the financial condition of the issuer, and the prospects for a change in market value within a reasonable period of time

          At March 31, 2005, the Company recorded an other-than-temporary impairment charge of approximately $803,000, after tax, or $.05 per fully diluted share, related to declines in the value of Freddie Mac preferred stock held in the Company’s available for sale investment portfolio. The Company owns 100,000 shares of Freddie Mac Preferred Series “L” stock that were acquired November 5, 1999, at a cost of $5,000,000, which was also the book value of these securities as of March 31, 2005, prior to the impairment charge. The market value of the securities as of that date was $3,684,000.  The coupon on these shares most recently reset on December 31, 2004. The current 3.58% coupon is fixed until December 31, 2009. At that time it will reset to the 5 year treasury rate. The shares are callable at each reset date.

- 9 -


3.        LOANS AND ALLOWANCE FOR LOAN LOSSES

          The composition and carrying value of Bancorp’s loan portfolio excluding loans held for sale is as follows:

(Dollars in thousands)

 

March 31, 2005
Amount

 

December 31, 2004
Amount

 


 



 



 

Commercial

 

$

357,505

 

$

357,776

 

Real estate construction

 

 

125,959

 

 

116,974

 

Real estate mortgage

 

 

215,580

 

 

212,959

 

Real estate commercial

 

 

698,864

 

 

704,390

 

Installment and other consumer

 

 

34,538

 

 

35,895

 

 

 



 



 

Total loans

 

 

1,432,446

 

 

1,427,994

 

Allowance for loan losses

 

 

(18,997

)

 

(18,971

)

 

 



 



 

Total loans, net

 

$

1,413,449

 

$

1,409,023

 

 

 



 



 

          The following table presents activity in the allowance for loan losses for the three months ended March 31, 2005 and 2004:

 

 

Three months ended

 

 

 


 

(Dollars in thousands)

 

March 31, 2005

 

March 31, 2004

 


 



 



 

Balance at beginning of period

 

$

18,971

 

$

18,131

 

Provision for loan losses

 

 

—  

 

 

900

 

Loans charged off

 

 

(195

)

 

(570

)

Recoveries

 

 

221

 

 

224

 

 

 



 



 

Balance at end of period

 

$

18,997

 

$

18,685

 

 

 



 



 

4.        EARNINGS PER SHARE

          Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number shares of common stock outstanding during the period.  Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if certain shares issuable upon exercise of options and non-vested restricted stock were included.  For the periods reported, Bancorp had no reconciling items between net income and income available to common stockholders.

The following tables reconcile the numerator and denominator of the basic and diluted earnings per share computations:

 

 

Net Income

 

Weighted
Average Shares

 

Per Share
Amount

 

 

 



 



 



 

(Dollars and shares in thousands, except per share data)

 

Three months ended March 31, 2005

 


 


 

Basic earnings

 

$

4,519

 

 

14,726

 

$

0.31

 

Common stock equivalents from:

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

656

 

 

 

 

Restricted stock

 

 

 

 

 

40

 

 

 

 

 

 



 



 



 

Diluted earnings

 

$

4,519

 

 

15,422

 

$

0.29

 

 

 



 



 



 

       

 

 

Three months ended March 31, 2004

 

 

 


 

Basic earnings

 

$

5,171

 

 

14,943

 

$

0.35

 

Common stock equivalents from:

 

 

 

 

 

 

 

 

 

 

Stock options

 

 

 

 

 

659

 

 

 

 

Restricted stock

 

 

 

 

 

40

 

 

 

 

 

 



 



 



 

Diluted earnings

 

$

5,171

 

 

15,642

 

$

0.33

 

 

 



 



 



 

- 10 -


5.       COMMITMENTS AND CONTINGENT LIABILITIES

          On May 3, 2005, the Company reached a settlement in the lawsuit filed in Multnomah County Circuit Court entitled Walter L. West, dba Walter West Construction Co. (“West”) v. West Coast Bancorp et al.  The settlement agreement provides for a payment by the Company to West of $800,000 and a mutual release of claims.

          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 Bancorp’s financial condition and results of operations.

6.       COMPREHENSIVE INCOME

          The components of comprehensive income are as follows:

 

 

Three months ended
March 31,

 

 

 


 

(Dollars in thousands)

 

2005

 

2004

 


 



 



 

Net income as reported

 

$

4,519

 

$

5,171

 

Unrealized gains (losses) on securities:

 

 

 

 

 

 

 

Unrealized (losses) gains arising during the period

 

 

(1,088

)

 

1,682

 

Tax benefit (provision)

 

 

431

 

 

(661

)

 

 



 



 

Net unrealized (losses) gains on securities, net of tax

 

 

(657

)

 

1,021

 

Unrealized gains (losses) on derivatives- cash flow hedges

 

 

206

 

 

(128

)

Tax (provision) benefit

 

 

(81

)

 

50

 

 

 



 



 

Unrealized gains (losses) from derivatives, cash of flow hedges, net of tax

 

 

125

 

 

(78

)

Less: Reclassification adjustment  for loss on impairment of security

 

 

(1,316

)

 

—  

 

Tax benefit

 

 

513

 

 

—  

 

 

 



 



 

Net loss on impairment of security

 

 

(803

)

 

—  

 

 

 



 



 

Total comprehensive income

 

$

3,184

 

$

6,114

 

 

 



 



 

- 11 -


7.       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 Bancorp’s 2004 10-K.

          Summarized financial information concerning Bancorp’s reportable segments and the reconciliation to Bancorp’s consolidated results is shown in the following table.  The “Other” column includes Bancorp’s 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 March 31, 2005

 

 

 


 

(Dollars in thousands)

 

Banking

 

Other

 

Intersegment

 

Consolidated

 


 



 



 



 



 

Interest income

 

$

25,183

 

$

19

 

$

—  

 

$

25,202

 

Interest expense

 

 

4,920

 

 

408

 

 

—  

 

 

5,328

 

 

 



 



 



 



 

Net interest income

 

 

20,263

 

 

(389

)

 

—  

 

 

19,874

 

 

 



 



 



 



 

Provision for loan loss

 

 

—  

 

 

—  

 

 

—  

 

 

—  

 

Noninterest income

 

 

3,781

 

 

607

 

 

(116

)

 

4,272

 

Noninterest expense

 

 

16,961

 

 

629

 

 

(116

)

 

17,474

 

 

 



 



 



 



 

Income (loss) before income taxes

 

 

7,083

 

 

(411

)

 

—  

 

 

6,672

 

Provision (benefit) for income taxes

 

 

2,313

 

 

(160

)

 

—  

 

 

2,153

 

 

 



 



 



 



 

Net income (loss)

 

$

4,770

 

$

(251

)

$

—  

 

$

4,519

 

 

 



 



 



 



 

Depreciation and amortization

 

$

885

 

$

2

 

$

—  

 

$

887

 

Assets

 

$

1,803,241

 

$

7,943

 

$

(4,882

)

$

1,806,302

 

Loans, net

 

$

1,413,449

 

$

—  

 

$

—  

 

$

1,413,449

 

Deposits

 

$

1,513,691

 

$

—  

 

$

(4,403

)

$

1,509,288

 

Equity

 

$

167,303

 

$

(20,469

)

 

—  

 

$

146,834

 


 

 

Three months ended March 31,2004

 

 

 


 

(Dollars in thousands)

 

Banking

 

Other

 

Intersegment

 

Consolidated

 


 



 



 



 



 

Interest income

 

$

22,412

 

$

20

 

$

—  

 

$

22,432

 

Interest expense

 

 

3,903

 

 

292

 

 

—  

 

 

4,195

 

 

 



 



 



 



 

Net interest income

 

 

18,509

 

 

(272

)

 

—  

 

 

18,237

 

 

 



 



 



 



 

Provision for loan loss

 

 

900

 

 

—  

 

 

—  

 

 

900

 

Noninterest income

 

 

5,039

 

 

535

 

 

(66

)

 

5,508

 

Noninterest expense

 

 

14,686

 

 

568

 

 

(66

)

 

15,188

 

 

 



 



 



 



 

Income (loss) before income taxes

 

 

7,962

 

 

(305

)

 

—  

 

 

7,657

 

Provision (benefit) for income taxes

 

 

2,605

 

 

(119

)

 

—  

 

 

2,486

 

 

 



 



 



 



 

Net income (loss)

 

$

5,357

 

$

(186

)

$

—  

 

$

5,171

 

 

 



 



 



 



 

Depreciation and amortization

 

$

1,116

 

$

1

 

$

—  

 

$

1,117

 

Assets

 

$

1,680,955

 

$

2,768

 

$

278

 

$

1,684,001

 

Loans, net

 

$

1,242,086

 

$

—  

 

$

—  

 

$

1,242,086

 

Deposits

 

$

1,393,685

 

$

—  

 

$

(13,565

)

$

1,380,120

 

Equity

 

$

154,778

 

$

2,689

 

 

—  

 

$

143,114

 

- 12 -


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

          The following discussion should be read in conjunction with our audited consolidated financial statements and related notes to those statements as of December 31, 2004 and 2003 and for each of the three years in the period ended December 31, 2004, that appear under the heading “Financial Statements and Supplementary Data” in  Bancorp’s 2004 10-K. 

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 report and Bancorp’s 2004 10-K 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;

 

 

Competitive factors, including increased competition with community, regional, and national financial institutions, that may lead to pricing pressures that reduce yields Bancorp achieves on loans and increase rates Bancorp pays on deposits, loss of Bancorp’s most valued customers, defection of key employees or groups of employees, or other losses;

 

 

Increasing or decreasing interest rate environments, including the shape and level of the yield curve, that could lead to decreases in net interest margin, lower net interest and fee income, including lower gains on sales of loans, and changes in the value of Bancorp’s investment securities;

 

 

Changing business or regulatory conditions, or new legislation, affecting the financial services industry that could lead to increased costs, changes in the competitive balance among financial institutions, or revisions to our strategic focus;

 

 

Changes in government funding of Small Business Administration (“SBA”) loans that could negatively affect an important source of loans for Bancorp;

 

 

Changes or failures in technology or increases in required investments in technology that could increase our costs or lead to disruptions in our business; and

 

 

Changing customer deposit, investment, and borrowing behaviors.

          Furthermore, forward-looking statements are subject to risks and uncertainties related to the Company’s 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; generate retail investments; control expense growth; monitor and manage the Company’s financial reporting, operating and disclosure control environments, and other matters.

          Readers are cautioned not to place undue reliance on forward-looking statements, which reflect management’s analysis only as of the date of the statement.  Bancorp does not intend to publicly revise or update forward-looking statements to reflect events or circumstances that arise after the date of this report.  Readers should carefully review all disclosures we file from time to time with the Securities and Exchange Commission (“SEC”).

Critical Accounting Policies.

          Critical accounting policies and estimates relating to our allowance for loan loss are discussed in our 2004 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Critical Accounting Policies.”  That discussion highlights estimates the Company makes that involve uncertainty or potential for substantial change.

- 13 -


Income Statement Overview

Three months ended March 31, 2005 and 2004

          Net Income.  Bancorp reported net income of $4.5 million, or $.29 per diluted share, for the three months ended March 31, 2005, compared to $5.2 million, or $.33 per diluted share, for the three months ended March 31, 2004.  Our return on equity for the quarters ended March 31, 2005 and 2004 was 12.4% and 14.8%, respectively.

          In addition to net income, management is reporting operating earnings below in this report due to its belief that the operating earnings measure provides valuable information to investors about the performance of its business.  Operating earnings is a non-GAAP (Generally Accepted Accounting Principles) financial measure that is derived by adjusting the Company’s net income to exclude an other-than-temporary, non-cash impairment charge of approximately $.8 million after tax, or $.05 per diluted share, related to its $5 million investment in Freddie Mac preferred stock. This security, which was purchased in November 1999, resets its coupon to the five-year treasury note rate every five years.

          Bancorp reported quarterly operating earnings of $5.3 million or $0.35 per diluted share for the first quarter of 2005, compared to operating earnings of $5.2 million or $0.33 per diluted share in the first quarter of 2004.  This represents more than a 6% increase in operating earnings per diluted share from the same quarter in 2004.

          The following table reconciles net income to operating earnings, including per-share figures:

 

 

Three months ended March 31,

 

 

 


 

(Dollars in thousands, except per share data)

 

2005

 

2004

 


 



 



 

Net income

 

$

4,519

 

$

5,171

 

Add back:  Impairment charge on securities,

 

 

 

 

 

 

 

net of tax

 

 

803

 

 

—  

 

 

 



 



 

Operating earnings

 

$

5,322

 

$

5,171

 

 

 



 



 

Earnings per Diluted Share

 

 

 

 

 

 

 

Net income

 

$

0.29

 

$

0.33

 

Operating earnings

 

$

0.35

 

$

0.33

 

Return on Average Equity

 

 

 

 

 

 

 

Net income

 

 

12.4

%

 

14.8

%

Operating earnings

 

 

14.6

%

 

14.8

%

- 14 -


          Net Interest Income. For the quarter ended March 31, 2005, net interest income was $19.9 million, an increase of 9% or $1.6 million compared with the first quarter of 2004. Higher loan balances outstanding, augmented by improved earning asset and deposit mixes, contributed to the higher net interest income. 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
March 31,

 

Increase
(Decrease)

 

Percentage
Change

 

 

 


 


 


 

(Dollars in thousands)

 

2005

 

2004

 

2005-2004

 

2005-2004

 


 


 


 


 


 

Interest and fee income (1)

 

$

25,566

 

$

22,850

 

$

2,716

 

 

11.9

%

Interest expense

 

 

5,328

 

 

4,195

 

 

1,133

 

 

27.0

%

 

 



 



 



 



 

Net interest income (1)

 

$

20,238

 

$

18,655

 

$

1,583

 

 

8.5

%

Average interest earning assets

 

$

1,695,109

 

$

1,568,364

 

$

126,745

 

 

8.1

%

Average interest bearing liabilities

 

$

1,251,519

 

$

1,204,829

 

$

46,690

 

 

3.9

%

Average interest earning assets/Average interest bearing liabilities

 

 

135.4

%

 

130.2

%

 

5.27

 

 

 

 

Average yields earned (1)

 

 

6.12

%

 

5.86

%

 

0.26

 

 

 

 

Average rates paid

 

 

1.73

%

 

1.40

%

 

0.33

 

 

 

 

Net interest spread (1)

 

 

4.39

%

 

4.46

%

 

(0.07

)

 

 

 

Net interest margin (1)

 

 

4.84

%

 

4.78

%

 

0.06

 

 

 

 



(1)

Interest earned on nontaxable securities has been computed on a 35% tax equivalent basis.
Ratios for the three months ended March 31, 2005 and 2004 have been annualized where appropriate.

          Analysis of Net Interest Income. Net interest income, including a $.36 million adjustment to a tax equivalent basis for the three months ended March 31, 2005, increased 8.5% to $20.2 million from $18.7 million, including a $.42 million adjustment to a tax equivalent basis for the same period in 2004.  Higher loan balances outstanding, augmented by improved earning asset and deposit mixes, contributed to the higher net interest income.  Average yields on earning assets increased 26 basis points to 6.12% in the first quarter of 2005 from 5.86% in 2004. Average interest earning assets increased $127 million, or 8.1%, to $1.7 billion in the first quarter of 2005 from $1.57 billion for the same period in 2004.  Average rates paid on interest bearing liabilities increased 33 basis points to 1.73% in the first quarter of 2005, from 1.40% for the same period in 2004.  The net interest spread declined from 4.46% in the first quarter of 2004 to 4.39% in the first quarter of 2005.  The net interest margin widened slightly to 4.84% from 4.78% in the first quarter of 2004, mainly due to a shift in earning asset mix towards loans and higher loan volume indexed to the prime rate.

          Changing interest rate environments, including the shape and level of the yield curve, could lead to lower net interest income, and competitive pricing pressure could lead to lower loan yields and fees.

          Provision for Loan Loss. Bancorp recorded no provision for loan losses for the first quarter of 2005 and $.9 million for the same period in 2004. The decrease in the provision was primarily due to a significant decrease in net charge-offs in the first quarter of 2005 and continued stability in the loan portfolio.  Net recoveries for the first quarter of 2005 were $26,000, compared to net charge-offs of $346,000 for the same period in 2004.  Annualized net recoveries for the first quarter 2005 were 0.01% of average loans, compared to annualized net charge-offs of 0.11% in the same period last year. 

          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.  The provision for loan loss is highly dependent on our ability to manage asset quality and control the level of net charge-offs through prudent credit underwriting standards.  In addition, a decline in general economic conditions could increase future provisions for loan loss.

- 15 -


          Noninterest Income. Total non-interest income was $4.3 million for the three months ended March 31, 2005, compared to $5.5 million for the period ended March 31, 2004.  The decrease in non-interest income can be primarily attributed to the impairment charge of $1.3 million pre-tax related to our investment in certain Freddie Mac preferred stock.  First quarter 2005 total non-interest income of $5.6 million, excluding the before mentioned impairment charge, increased 1% or $.1 million from the same quarter last year. (See reconciliation to GAAP financial measures, page 15.)  Strong growth in payment system, merchant bankcard, trust, and investment sales revenues, which increased a combined $.5 million from the same quarter last year, offset the 25% or $.2 million decline in gain on sales of mortgages and the $.3 million decline in other non-interest income from the same quarter of 2004.  Changing interest rate environments, including the shape and level of the yield curve, could lead to decreases in fee income, including lower gains on sales of loans and reduced deposit service charges, two key components of our noninterest income.  Also, increased competition and other competitive factors could adversely affect our ability to sustain fee generation from the sales of investment products and payment systems related revenue. 

          Noninterest Expense.  Noninterest expense for the three months ended March 31, 2005 was $17.5 million, an increase of $2.3 million or 15% compared to $15.2 million for the same period in 2004.  Salary and benefit expense increased $.8 million with substantially all of the increase caused by three branch openings in the Portland-Vancouver market, plus one in Bend and one in Salem, and the hiring of additional commercial lenders.  The first quarter 2005 combined occupancy and equipment expense decreased slightly from the first quarter of 2004, primarily due to a $.28 million charge in the first quarter of 2004 resulting from decreasing our book value in an affordable housing tax credit to match our equity in the project, offset by higher occupancy and equipment expense associated with additional branches.  Professional fees increased $.7 million in the first quarter of 2005 compared to the same period in 2004 due to increased legal and accounting expenses.  Bancorp also recorded a $.8 million litigation settlement charge in the first quarter of 2005.  All other expense categories combined decreased $.2 million in the first quarter of 2005 compared to the same period in 2004.

          Income taxes.  The provision for income taxes decreased in the three months ended March 31, 2005, from the like period in 2004, primarily due to a decrease in income before taxes from a $1.3 million impairment charge related to an investment in certain Freddie Mac preferred stock and a $.8 million litigation settlement charge.  Bancorp’s effective tax rate for the three months ended March 31, 2005, decreased slightly to 32.3% compared to 32.5% for the same period in 2004.

- 16 -


Balance Sheet Overview

          Period end total assets increased to $1.81 billion as of March 31, 2005 from $1.79 billion at December 31, 2004.  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.

Investment Portfolio

          The investment portfolio at March 31, 2005, decreased $8.1 million compared to December 31, 2004.  At March 31, 2005, total investment securities available for sale had pre-tax unrealized losses of $1.44 million.  The composition and carrying value of Bancorp’s investment portfolio is as follows:

(Dollars in thousands)

 

March 31,
2005

 

December 31,
2004

 


 


 


 

Investments available for sale (At fair value)

 

 

 

 

 

 

 

U.S. Government agency securities

 

$

81,169

 

$

82,362

 

Corporate securities

 

 

16,676

 

 

18,029

 

Mortgage-backed securities

 

 

77,049

 

 

81,354

 

Obligations of state and political subdivisions

 

 

68,256

 

 

70,906

 

Equity and other securities

 

 

15,031

 

 

13,611

 

 

 



 



 

Total Investment Portfolio

 

$

258,181

 

$

266,262

 

 

 



 



 

          At March 31, 2005, the Company recorded an other-than-temporary impairment charge of approximately $803,000, after tax, or $.05 per fully diluted share, related to declines in the value of Freddie Mac preferred stock held in the Company’s available for sale investment portfolio. The Company owns 100,000 shares of Freddie Mac Preferred Series “L” stock that were acquired November 5, 1999, at a cost of $5,000,000, which was also the book value of these securities as of March 31, 2005, prior to the impairment charge. The market value of the securities as of that date was $3,684,000. The coupon on these shares most recently reset on December 31, 2004. The current 3.58% coupon is fixed until December 31, 2009. At that time it will reset to the 5 year treasury rate. The shares are callable at each reset date.

Loan Portfolio and Credit Management

          Interest and fees earned on the loan portfolio is our primary source of revenue.  Loans represented 79% of total assets, or $1.43 billion as of March 31, 2005, compared to 75% or $1.26 billion at December 31, 2004. 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 Company’s loans.  The expected source of repayment of these loans is generally the cash flow of the project, operations of the borrower’s 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.

- 17 -


          As part of our strategic efforts, we have placed an emphasis on increasing the commercial and home equity loan segments of our portfolio.  Our strategy has resulted in the loan portfolio being more interest rate sensitive, contributing to the elimination of the liability interest rate sensitive position of the overall balance sheet a few years back, as well as more diversified from a credit risk perspective.  Commercial loans now represent 25% of the loan portfolio, compared to 16% at December 31, 2000, while commercial real estate loans have declined from 58% to less than 49% of the loan portfolio over the same time period.  We believe our focus on commercial business loans is a key contributor to our goal of increasing low cost deposits.

          The composition of Bancorp’s loan portfolio is as follows:

 

 

March 31, 2005

 

December 31, 2004

 

 

 


 


 

(Dollars in thousands)

 

Amount

 

Percent

 

Amount

 

Percent

 


 


 


 


 


 

Commercial

 

$

357,505

 

 

25.0

%

$

357,776

 

 

25.1

%

Real estate construction

 

 

125,959

 

 

8.8

%

 

116,974

 

 

8.2

%

Real estate mortgage

 

 

215,580

 

 

15.0

%

 

212,959

 

 

14.9

%

Real estate commercial

 

 

698,864

 

 

48.8

%

 

704,390

 

 

49.3

%

Installment and other consumer

 

 

34,538

 

 

2.4

%

 

35,895

 

 

2.5

%

 

 



 



 



 



 

Total loans

 

 

1,432,446

 

 

100

%

 

1,427,994

 

 

100

%

Allowance for loan losses

 

 

(18,997

)

 

1.33

%

 

(18,971

)

 

1.33

%

 

 



 

 

 

 



 

 

 

 

Total loans, net

 

$

1,413,449

 

 

 

 

$

1,409,023

 

 

 

 

 

 



 

 

 

 



 

 

 

 

          The change in the composition of Bancorp’s 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:

 

 

March 31, 2005

 

December 31, 2004

 

 

 


 


 

(Dollars in thousands)

 

Amount

 

Percent

 

Amount

 

Percent

 


 


 


 


 


 

Office Buildings

 

$

153,000

 

 

21.9

%

$

155,600

 

 

22.1

%

Retail Facilities

 

 

89,800

 

 

12.8

%

 

89,900

 

 

12.8

%

Multi-Family - 5+ Residential

 

 

67,400

 

 

9.6

%

 

65,900

 

 

9.4

%

Hotels/Motels

 

 

60,400

 

 

8.6

%

 

62,900

 

 

8.9

%

Medical Offices

 

 

38,800

 

 

5.6

%

 

38,600

 

 

5.5

%

Industrial parks and related

 

 

38,700

 

 

5.5

%

 

37,000

 

 

5.3

%

Assisted Living

 

 

38,400

 

 

5.5

%

 

39,600

 

 

5.6

%

Commercial/Agricultural

 

 

27,500

 

 

4.0

%

 

27,500

 

 

3.9

%

Manufacturing Plants

 

 

21,200

 

 

3.0

%

 

21,200

 

 

3.0

%

Land Development and Raw Land

 

 

20,300

 

 

2.9

%

 

23,600

 

 

3.3

%

Mini Storage

 

 

18,000

 

 

2.6

%

 

18,900

 

 

2.7

%

Food Establishments

 

 

17,400

 

 

2.5

%

 

18,900

 

 

2.7

%

Health spa and gym

 

 

12,500

 

 

1.8

%

 

11,500

 

 

1.6

%

Church, Civic, Nonprofit facilities

 

 

10,500

 

 

1.5

%

 

10,000

 

 

1.4

%

RV Parks, Marinas, related

 

 

8,300

 

 

1.2

%

 

7,300

 

 

1.0

%

Other

 

 

76,700

 

 

11.0

%

 

76,000

 

 

10.8

%

 

 



 



 



 



 

Total real estate commercial loans

 

$

698,900

 

 

100

%

$

704,400

 

 

100

%

 

 



 



 



 



 

          Approximately 39% of Bancorp’s commercial real estate loan portfolio is classified as owner occupied.  Bancorp’s underwriting of commercial real estate loans is conservative with loan to value ratios generally not exceeding 75% and debt service coverage ratios generally at 120% or better.

          As of March 31, 2005, 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 March 31, 2005 and December 31, 2004, Bancorp had no bankers acceptances.

- 18 -


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 $1.9 million to $3.7 million at March 31, 2005 compared to December 31, 2004.  The current nonaccrual loan balances are primarily a mix of commercial and commercial real estate secured loans.  Of the total $3.7 million in nonaccrual loans, $2.9 million involves one commercial real estate loan.  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)

 

March 31, 2005

 

December 31, 2004

 


 


 


 

Loans on nonaccrual status

 

$

3,695

 

$

1,803

 

Loans past due greater than 90 days not on nonaccrual status

 

 

301

 

 

—  

 

Other real estate owned

 

 

384

 

 

384

 

 

 



 



 

Total nonperforming assets

 

$

4,380

 

$

2,187

 

 

 



 



 

Non-performing loans to total loans

 

 

0.28

%

 

0.13

%

Allowance for loan losses to non-performing loans

 

 

475

%

 

1052

%

Non-performing assets to total assets

 

 

0.24

%

 

0.12

%

Allowance for loan losses to non-performing assets

 

 

434

%

 

867

%

          At March 31, 2005, non-performing assets were $4.4 million or 0.24% of total assets, down from $5.2 million or 0.31% one year earlier.  Bancorp’s allowance for loan losses as a percentage of total loans was 1.33% at March 31, 2005, down from 1.48% at March 31, 2004.

- 19 -


Allowance for Loan Losses

          Please see our 2004 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Loan Loss Allowance and Provision” for a discussion of Bancorp’s methodologies underlying the calculation of the Company’s allowance for loan losses.

          At March 31, 2005, the Company’s allowance for loan losses was $19.0 million, consisting of a $17.0 million formula allowance, a $.9 million specific allowance, and a $1.1 million unallocated allowance.  At December 31, 2004, our allowance for loan losses was $19.0 million, consisting of a $17.3 million formula allowance, a $.3 million specific allowance, and a $1.4 million unallocated allowance.  The changes in the allocation of the allowance for loan losses in the first three months of 2005 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 March 31, 2005, Bancorp’s allowance for loan loss was 1.33% of total loans, and 475% of total nonperforming loans, compared with an allowance for loan losses at December 31, 2004 of 1.33% of total loans, and 1052% of total nonperforming loans, respectively.

          Changes in the allowance for loan losses are as follows for the quarter ended March 31, 2005, and full year ended 2004, respectively:

(Dollars in thousands)

 

March 31, 2005

 

December 31, 2004

 


 


 


 

Loans outstanding at end of period

 

$

1,432,446

 

$

1,427,994

 

Average loans outstanding during the period

 

$

1,422,294

 

$

1,301,447

 

Allowance for loan losses, beginning of period

 

$

18,971

 

$

18,131

 

Loans charged off:

 

 

 

 

 

 

 

Commercial

 

 

(59

)

 

(1,149

)

Real Estate

 

 

(1

)

 

(527

)

Installment and consumer

 

 

(135

)

 

(698

)

 

 



 



 

Total loans charged off

 

 

(195

)

 

(2,374

)

Recoveries:

 

 

 

 

 

 

 

Commercial

 

 

96

 

 

438

 

Real Estate

 

 

23

 

 

340

 

Installment and consumer

 

 

102

 

 

176

 

 

 



 



 

Total recoveries

 

 

221

 

 

954

 

Net loans (charged off) recovered

 

 

26

 

 

(1,420

)

Provision for loan losses

 

 

—  

 

 

2,260

 

 

 



 



 

Allowance for loan losses, end of period

 

$

18,997

 

$

18,971

 

 

 



 



 

Ratio of net loans charged off to average loans outstanding year to date (1)

 

 

-0.01

%

 

0.11

%

Ratio of allowance for loan losses to loans outstanding at end of period

 

 

1.33

%

 

1.33

%



(1) The ratio for the three months ended March 31, 2005, has been annualized.

           During the first three months of 2005, net loan recoveries were $26,000, compared to $346,000 in charge offs for the same period in 2004. The annualized percentage of net loans recovered year to date to average loans outstanding was 0.01% for the three months ended March 31, 2005, compared to 0.11% in the three months ended March 31, 2004. Charged off loans reflect the realization of losses in the portfolio that were recognized previously through the provision for loan losses.

- 20 -


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.

 

 

First Quarter 2005

 

First Quarter 2004

 

 

 


 


 

(Dollars in thousands)

 

Quarterly Average
Balance

 

Rate Paid

 

Quarterly Average
Balance

 

Rate Paid

 


 


 


 


 


 

Demand

 

$

378,054

 

 

—  

 

$

300,358

 

 

—  

 

Savings, money market and interest bearing demand

 

 

755,550

 

 

0.88

%

 

734,022

 

 

0.44

%

Certificates of deposit

 

 

347,852

 

 

2.48

%

 

329,418

 

 

2.38

%

Short-term borrowings

 

 

36,618

 

 

2.53

%

 

39,532

 

 

1.13

%

Long-term borrowings (1)

 

 

111,500

 

 

4.09

%

 

101,857

 

 

5.26

%

 

 



 

 

 

 



 

 

 

 

Total deposits and borrowings

 

$

1,629,574

 

 

1.73

%

$

1,505,187

 

 

1.40

%

 

 



 

 

 

 



 

 

 

 



(1)

Long-term borrowings include Junior Subordinated Debentures.

          Quarterly average core deposits, consisting of demand, savings, money market, and interest bearing demand deposits, increased nearly 10% or $99 million in the first quarter of 2005 compared to the same period in 2004.  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.

          First quarter average time deposits increased $18 million or 5% in 2005 compared to 2004, as increased interest rates became more attractive to customers. The Company believes interest bearing deposits such as money market and time deposits can be generated with competitive interest rate pricing of such deposits. 

- 21 -


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 March 31, 2005, 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 March 31, 2005, and December 31, 2004.

 

 

March 31, 2005

 

December 31, 2004

 

 

 


 


 

(Dollars in thousands)

 

Actual
Amount

 

Ratio

 

Amount
Required For
Minimum
Capital
Adequacy
Amount

 

Percent
required for
Minimum
Capital
Adequacy

 

Actual
Amount

 

Ratio

 

Amount
Required For
Minimum
Capital
Adequacy
Amount

 

Percent
required for
Minimum
Capital
Adequacy

 


 


 


 


 


 


 


 


 


 

Tier 1 Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Coast Bancorp

 

$

173,319

 

 

10.35

%

$

67,004

 

 

4

%

$

172,366

 

 

10.40

%

$

66,281

 

 

4

%

West Coast Bank

 

 

167,786

 

 

10.03

%

 

66,938

 

 

4

%

 

165,286

 

 

9.99

%

 

66,215

 

 

4

%

Total Capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Coast Bancorp

 

$

192,316

 

 

11.48

%

$

134,009

 

 

8

%

$

191,337

 

 

11.55

%

$

132,561

 

 

8

%

West Coast Bank

 

 

186,784

 

 

11.16

%

 

133,876

 

 

8

%

 

184,257

 

 

11.13

%

 

132,431

 

 

8

%

Risk weighted assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Coast Bancorp

 

$

1,675,111

 

 

 

 

 

 

 

 

 

 

$

1,657,013

 

 

 

 

 

 

 

 

 

 

West Coast Bank

 

 

1,673,447

 

 

 

 

 

 

 

 

 

 

 

1,655,383

 

 

 

 

 

 

 

 

 

 

Leverage Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Coast Bancorp

 

$

173,319

 

 

9.67

%

$

53,773

 

 

3

%

$

172,366

 

 

9.72

%

$

53,215

 

 

3

%

West Coast Bank

 

 

167,786

 

 

9.37

%

 

53,748

 

 

3

%

 

165,286

 

 

9.32

%

 

53,178

 

 

3

%

Adjusted total assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

West Coast Bancorp

 

$

1,792,424

 

 

 

 

 

 

 

 

 

 

$

1,773,848

 

 

 

 

 

 

 

 

 

 

West Coast Bank

 

 

1,791,603

 

 

 

 

 

 

 

 

 

 

 

1,772,617

 

 

 

 

 

 

 

 

 

 

- 22 -


          Stockholders’ equity decreased to $146.8 million at March 31, 2005, down from $147.8 million at December 31, 2004.  The decrease was due to Bancorp’s activity in its corporate stock repurchase program, an unrealized loss on securities available for sale and dividends to shareholders offset in part by net income and stock option exercises, including tax benefits associated with option exercises.

          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 Company’s 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 three months of 2005, and consistent with its capital plan, the Company repurchased approximately 145,500 shares, or approximately 1% of its common shares pursuant to its corporate stock repurchase program.  Total shares available for repurchase under this plan were 691,000 at March 31, 2005. 

          The following table presents information with respect to Bancorp’s stock repurchases.

(Shares and dollars in thousands)

 

Shares
repurchased
related to stock
options and
restricted stock

 

Shares
repurchased
as part of the
corporate stock
repurchase plan

 

Total shares
repurchased in the
period

 

Total cost of
shares
repurchased

 

Average
total cost
per share

 

Period end shares
available for
repurchase as part of
the corporate stock
repurchase plan

 


 



 



 



 



 



 



 

Year ended 2000

 

 

15

 

 

573

 

 

588

 

$

5,454

 

$

9.28

 

 

1,307

 

Year ended 2001

 

 

28

 

 

534

 

 

562

 

 

6,879

 

 

12.24

 

 

773

 

Year ended 2002

 

 

35

 

 

866

 

 

901

 

 

13,571

 

 

15.06

 

 

907

 

Year ended 2003

 

 

29

 

 

587

 

 

616

 

 

10,927

 

 

17.74

 

 

320

 

Year ended 2004

 

 

49

 

 

484

 

 

533

 

 

11,502

 

 

21.58

 

 

836

 

Qtr. ended March 31, 2005

 

 

25

 

 

146

 

 

171

 

 

4,110

 

 

24.04

 

 

691

 

 

 



 



 



 



 

 

 

 

 

 

 

Total

 

 

181

 

 

3,190

 

 

3,371

 

$

52,443

 

$

15.56

 

 

 

 

          Please also see discussion of stock repurchase activity during the quarter under Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” below.

Liquidity and Sources of Funds

          The Company’s 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 $1.51 billion at March 31, 2005, up from $1.47 billion at December 31, 2004.  Brokered deposits are generally not accepted, and we have none outstanding at March 31, 2005.  We attempt to attract deposits in our market areas through competitive pricing and delivery of quality products. 

          At March 31, 2005, four wholly-owned subsidiary grantor trusts established by Bancorp had issued $26 million of pooled trust preferred securities.  For a further discussion of the amount and terms of the pooled trust preferred securities, see Bancorp’s 2004 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Sources of Funds.”

          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.

- 23 -


Item 3. Quantitative and Qualitative Disclosures About Market Risk

          There has not been any material change in the market risk disclosure contained in the Company’s 2004 10-K for the fiscal year ended December 31, 2004.

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 Company’s 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 SEC’s 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 Company’s internal control over financial reporting occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

- 24 -


PART II:  OTHER INFORMATION

Item 1. Legal Proceedings.

          On May 3, 2005, the Company reached a settlement in the lawsuit filed in Multnomah County Circuit Court entitled Walter L. West, dba Walter West Construction Co. (“West”) v. West Coast Bancorp et al.  The settlement agreement provides for a payment by the Company to West of $800,000 and a mutual release of claims.

           On November 15, 2004, the Bank filed a lawsuit against BancInsure, Inc. in U.S. District Court for the District of Oregon. The lawsuit seeks recovery under an insurance policy for amounts paid in settlement of claims by Edward Fischer et al. and B.A.S.S. Construction et al. that arose out of substantially the same set of facts as the West litigation.

          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 Bancorp’s financial condition and results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

 

(c)  The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2005:


Period

 

Total Number of
Shares Purchased (1)

 

Average Price
Paid per Share

 

Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (2)

 

Maximum Number
of Share
Remaining at
Period End that
May Be Purchased
Under the
Plans or Programs

 


 


 


 


 


 

1/1/05 - 1/31/05

 

 

33,800

 

$

24.16

 

 

33,800

 

 

802,421

 

2/1/05 - 2/28/05

 

 

56,569

 

$

24.16

 

 

45,400

 

 

757,021

 

3/1/05 - 3/31/05

 

 

80,770

 

$

23.85

 

 

66,300

 

 

690,721

 

 

 



 

 

 

 



 

 

 

 

Total for quarter

 

 

171,139

 

 

 

 

145,500

 

 

 

 


 


 

(1)

Shares repurchased by Bancorp during the quarter include: (a) shares repurchased pursuant to the Company’s corporate stock repurchase program publicly announced in July 2000 (the “Repurchase Program”) and described in footnote 2 below, and (b) shares repurchased from employees in connection with stock option swap exercises and cancellation of restricted stock to pay withholding taxes totaling 0 shares, 11,169 shares, and 14,470 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 March 31, 2005, of approximately 3.9 million shares.

Item 3. Defaults Upon Senior Securities.

          None

- 25-


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

Bancorp held its Annual Meeting of Shareholders on April 25, 2005.  Below is a brief description of matters considered and voted on by shareholders and the number of votes cast for, against or withheld on such matters.

1.

Electing nine directors to serve for one-year terms.

 

Director

 

Votes for

 

Votes withheld

 


 


 


 

Lloyd D. Ankeny

 

 

12,593,243

 

 

75,443

 

Michael J. Bragg

 

 

12,599,840

 

 

68,846

 

Duane C. McDougall

 

 

12,607,166

 

 

61,520

 

Steven J. Oliva

 

 

12,635,485

 

 

33,201

 

J.F. Ouderkirk

 

 

12,599,489

 

 

69,196

 

Steven N. Spence

 

 

12,607,135

 

 

61,551

 

Robert D. Sznewajs

 

 

12,601,393

 

 

67,293

 

David J. Truitt

 

 

12,600,338

 

 

68,347

 

Nancy A. Wilgenbusch

 

 

12,611,847

 

 

56,839

 


2.

Ratification of the appointment of Deloitte & Touche LLP as our independent public accountants for 2005.


 

 

Votes for

 

Votes withheld

 

 

 


 


 

 

 

 

12,147,876

 

 

397,096

 

Item 5. Other Information

          None

Item 6. Exhibits

 

Exhibit No.

 

Exhibit

 


 


 

10.1

 

Summary of Director Compensation Policies

 

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.

- 26 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

WEST COAST BANCORP

 

(Registrant)

 

 

 

 

Dated: May 9, 2005

/s/ ROBERT D. SZNEWAJS

 


 

Robert D. Sznewajs
Chief Executive Officer and President

 

 

 

 

Dated: May 9, 2005

/s/ ANDERS GILTVEDT

 


 

Anders Giltvedt
Executive Vice President and Chief Financial Officer