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 March 31, 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 April 30, 2004 was 15,038,178.
WEST COAST BANCORP
FORM 10-Q
Table of Contents
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| EXHIBIT 10.1 | ||||||||
| EXHIBIT 31.1 | ||||||||
| EXHIBIT 31.2 | ||||||||
| EXHIBIT 32 | ||||||||
2
PART I. Financial Information
Item 1. Financial Statements
WEST COAST BANCORP
| March 31, | December 31, | |||||||
| (Dollars and shares in thousands) |
2004 |
2003 |
||||||
ASSETS: |
||||||||
Cash and cash equivalents: |
||||||||
Cash and due from banks |
$ | 46,522 | $ | 59,956 | ||||
Interest-bearing deposits in other banks |
2 | 38 | ||||||
Federal funds sold |
4,858 | 3,510 | ||||||
Total cash and cash equivalents |
51,382 | 63,504 | ||||||
Trading assets |
1,025 | 991 | ||||||
Investment securities available for sale, at fair value
(amortized cost: $308,995 and $316,237) |
316,410 | 321,970 | ||||||
Loans held for sale |
5,419 | 4,729 | ||||||
Loans |
1,260,771 | 1,220,881 | ||||||
Allowance for loan losses |
(18,685 | ) | (18,131 | ) | ||||
Loans, net |
1,242,086 | 1,202,750 | ||||||
Premises and equipment, net |
26,644 | 27,176 | ||||||
Intangible assets, net |
778 | 865 | ||||||
Bank owned life insurance |
18,286 | 18,062 | ||||||
Other assets |
21,971 | 22,835 | ||||||
Total assets |
$ | 1,684,001 | $ | 1,662,882 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Deposits: |
||||||||
Demand |
$ | 325,513 | $ | 316,611 | ||||
Savings and interest-bearing demand |
734,337 | 742,280 | ||||||
Certificates of deposit |
320,270 | 345,968 | ||||||
Total deposits |
1,380,120 | 1,404,859 | ||||||
Short-term borrowings |
39,739 | 5,027 | ||||||
Long-term borrowings |
83,000 | 78,000 | ||||||
Junior subordinated debentures |
26,000 | 20,000 | ||||||
Other liabilities |
12,028 | 14,943 | ||||||
Total liabilities |
1,540,887 | 1,522,829 | ||||||
Commitments and contingent liabilities (note 7) |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred stock: no par value, none issued;
10,000 shares authorized |
| | ||||||
Common stock: no par value, 55,000 shares
authorized; 15,025 and 15,076 shares issued
and outstanding, respectively |
18,782 | 18,845 | ||||||
Additional paid-in capital |
64,583 | 66,462 | ||||||
Retained earnings |
56,809 | 52,916 | ||||||
Unearned compensation |
(1,075 | ) | (1,242 | ) | ||||
Accumulated other comprehensive income |
4,015 | 3,072 | ||||||
Total stockholders equity |
143,114 | 140,053 | ||||||
Total liabilities and stockholders equity |
$ | 1,684,001 | $ | 1,662,882 | ||||
See notes to consolidated financial statements.
3
WEST COAST BANCORP
| Three months ended March 31, |
||||||||
| (In thousands, except per share amounts) |
2004 |
2003 |
||||||
INTEREST INCOME: |
||||||||
Interest and fees on loans |
$ | 18,936 | $ | 19,494 | ||||
Interest on taxable investment securities |
2,706 | 2,211 | ||||||
Interest on nontaxable investment securities |
776 | 831 | ||||||
Interest on deposits in other banks |
3 | 4 | ||||||
Interest on federal funds sold |
11 | 8 | ||||||
Total interest income |
22,432 | 22,548 | ||||||
INTEREST EXPENSE: |
||||||||
Savings and interest-bearing demand |
803 | 1,288 | ||||||
Certificates of deposit |
1,948 | 2,899 | ||||||
Short-term borrowings |
111 | 140 | ||||||
Long-term borrowings |
928 | 1,262 | ||||||
Junior subordinated debt and mandatorily redeemable trust preferred securities |
405 | 261 | ||||||
Total interest expense |
4,195 | 5,850 | ||||||
NET INTEREST INCOME |
18,237 | 16,698 | ||||||
Provision for loan losses |
900 | 850 | ||||||
Net interest income after provision for loan losses |
17,337 | 15,848 | ||||||
NONINTEREST INCOME: |
||||||||
Service charges on deposit accounts |
1,855 | 1,672 | ||||||
Other service charges, commissions and fees |
1,706 | 1,392 | ||||||
Trust revenue |
500 | 414 | ||||||
Gain on sales of loans |
913 | 1,142 | ||||||
Bank owned life insurance |
224 | 110 | ||||||
Other |
310 | 60 | ||||||
Gain on sales of securities |
| 192 | ||||||
Total noninterest income |
5,508 | 4,982 | ||||||
NONINTEREST EXPENSE: |
||||||||
Salaries and employee benefits |
8,920 | 7,830 | ||||||
Equipment |
1,301 | 1,216 | ||||||
Occupancy |
1,573 | 1,181 | ||||||
Check and other transaction processing |
629 | 675 | ||||||
Professional fees |
414 | 501 | ||||||
Courier and postage |
466 | 509 | ||||||
Marketing |
492 | 290 | ||||||
Other loan expense |
190 | 447 | ||||||
Communications |
290 | 286 | ||||||
Other taxes and insurance |
190 | 182 | ||||||
Printing and office supplies |
176 | 140 | ||||||
Other noninterest expense |
547 | 427 | ||||||
Total noninterest expense |
15,188 | 13,684 | ||||||
INCOME BEFORE INCOME TAXES |
7,657 | 7,146 | ||||||
PROVISION FOR INCOME TAXES |
2,486 | 2,427 | ||||||
NET INCOME |
$ | 5,171 | $ | 4,719 | ||||
Basic earnings per share |
$ | 0.35 | $ | 0.31 | ||||
Diluted earnings per share |
$ | 0.33 | $ | 0.30 | ||||
Weighted average common shares |
14,943 | 15,147 | ||||||
Weighted average diluted shares |
15,642 | 15,611 | ||||||
See notes to consolidated financial statements.
4
WEST COAST BANCORP
| Three months ended | ||||||||
| March 31, |
||||||||
| (Dollars in thousands) |
2004 |
2003 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 5,171 | $ | 4,719 | ||||
Adjustments to reconcile net income to net cash
provided by operating activities: |
||||||||
Depreciation of premises and equipment |
1,030 | 691 | ||||||
Deferred income tax expense (benefit) |
364 | (155 | ) | |||||
Amortization of intangibles |
87 | 89 | ||||||
Provision for loan losses |
900 | 850 | ||||||
Decrease (increase) in interest receivable |
53 | (143 | ) | |||||
Decrease in other assets |
447 | 934 | ||||||
Gain on sale of available for sale securities |
| (192 | ) | |||||
Gain on sales of loans |
913 | 1,142 | ||||||
Origination of loans held for sale |
(43,816 | ) | (42,214 | ) | ||||
Proceeds from sales of loans held for sale |
42,213 | 43,068 | ||||||
Increase in interest payable |
111 | 109 | ||||||
(Decrease) increase in other liabilities |
(3,026 | ) | 4,129 | |||||
Increase in cash surrender value of bank owned life insurance |
(224 | ) | (110 | ) | ||||
Stock based compensation expense |
167 | 159 | ||||||
Tax benefit associated with stock options |
336 | 55 | ||||||
(Increase) decrease in trading assets |
(34 | ) | 11 | |||||
Net cash provided by operating activities |
4,692 | 13,142 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Proceeds from maturities of available for sale securities |
10,467 | 23,520 | ||||||
Proceeds from sales of available for sale securities |
| 4,158 | ||||||
Purchase of available for sale securities |
(3,964 | ) | (25,800 | ) | ||||
Purchase of bank owned life insurance |
| (12,000 | ) | |||||
Loans made to customers greater than principal collected on loans |
(40,236 | ) | (14,768 | ) | ||||
Net capital expenditures |
(498 | ) | (252 | ) | ||||
Net cash used in investing activities |
(34,231 | ) | (25,142 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net increase in demand, savings and interest
bearing transaction accounts |
959 | 4,681 | ||||||
Net (decrease) increase in certificates of deposit |
(25,698 | ) | 1,341 | |||||
Proceeds from issuance of junior subordinated debentures |
6,000 | | ||||||
Proceeds from issuance of long-term borrowings |
5,000 | | ||||||
Repayment of long-term borrowings |
| (15,000 | ) | |||||
Net increase in short-term borrowings |
34,712 | 28,430 | ||||||
Redemption and repurchase of common stock |
(3,459 | ) | (3,081 | ) | ||||
Net proceeds from issuance of common stock |
1,181 | 128 | ||||||
Dividends paid and cash paid for fractional shares |
(1,278 | ) | (1,174 | ) | ||||
Net cash provided by financing activities |
17,417 | 15,325 | ||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(12,122 | ) | 3,325 | |||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD |
63,504 | 57,733 | ||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD |
$ | 51,382 | $ | 61,058 | ||||
Supplemental cash flow information: |
||||||||
Cash paid in the period for: |
||||||||
Interest |
$ | 4,245 | $ | 5,741 | ||||
Income taxes |
$ | 2,500 | $ | 1,000 | ||||
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 |
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 |
| | | 5,171 | | | 5,171 | |||||||||||||||||||||
Other comprehensive income, net of tax: |
||||||||||||||||||||||||||||
Net unrealized investment/derivative gains |
| | | | | 943 | 943 | |||||||||||||||||||||
Other comprehensive income, net of tax |
943 | |||||||||||||||||||||||||||
Comprehensive income |
$ | 6,114 | ||||||||||||||||||||||||||
Cash dividends, $.085 per common share |
| | | (1,278 | ) | | | (1,278 | ) | |||||||||||||||||||
Issuance of common stock- option plans |
109 | 138 | 1,066 | | | | 1,204 | |||||||||||||||||||||
Redemption of common stock |
(27 | ) | (34 | ) | (559 | ) | | | | (593 | ) | |||||||||||||||||
Activity in deferred compensation plan |
(1 | ) | (1 | ) | (22 | ) | | | | (23 | ) | |||||||||||||||||
Amortization of deferred compensation
restricted stock |
| | | | 167 | | 167 | |||||||||||||||||||||
Common stock repurchased and retired |
(132 | ) | (166 | ) | (2,700 | ) | | (2,866 | ) | |||||||||||||||||||
Tax benefit associated with stock options |
| | 336 | | | | 336 | |||||||||||||||||||||
BALANCE, March 31, 2004 |
15,025 | $ | 18,782 | $ | 64,583 | $ | 56,809 | $ | (1,075 | ) | $ | 4,015 | $ | 143,114 | ||||||||||||||
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 significant 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 and cash flows for the three months ended March 31, 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
At March 31, 2004, Bancorp had multiple stock option plans. Bancorp accounts for its stock option plans using the intrinsic value method under Accounting Principles Board (APB) Opinion No. 25, under which no compensation cost has been recognized in the periods presented. All options granted under our stock option plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the fair value based method established in 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) |
2004 |
2003 |
||||||
Net income, as reported |
$ | 5,171 | $ | 4,719 | ||||
Deduct: Total stock-based compensation expense
determined under fair value based method for all
options, net of related tax effects |
(158 | ) | (194 | ) | ||||
Pro forma net income |
$ | 5,013 | $ | 4,525 | ||||
Earnings per share: |
||||||||
Basic-as reported |
$ | 0.35 | $ | 0.31 | ||||
Basic-proforma |
$ | 0.34 | $ | 0.30 | ||||
Diluted-as reported |
$ | 0.33 | $ | 0.30 | ||||
Diluted-proforma |
$ | 0.32 | $ | 0.29 | ||||
8
2. INVESTMENT SECURITIES
The composition and carrying value of Bancorps investment portfolio is as follows:
| March 31, | December 31, | |||||||
| (Dollars in thousands) |
2004 |
2003 |
||||||
Investments available for sale (At fair value) |
||||||||
U.S. Government agency securities |
107,132 | 108,282 | ||||||
Corporate securities |
24,625 | 24,101 | ||||||
Mortgage-backed securities |
90,140 | 94,808 | ||||||
Obligations of state and political subdivisions |
80,381 | 80,082 | ||||||
Equity and other securities |
14,132 | 14,697 | ||||||
Total Investment Portfolio |
$ | 316,410 | $ | 321,970 | ||||
The following tables provide information on unrealized losses in the investment securities portfolio at March 31, 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 |
$ | 8,636 | $ | 8,486 | $ | (150 | ) | |||||
Mortgage-backed securities |
14,762 | 14,693 | (69 | ) | ||||||||
Obligations of state and political subdivisions |
3,859 | 3,812 | (47 | ) | ||||||||
Other |
5,000 | 4,765 | (235 | ) | ||||||||
Total |
$ | 32,257 | $ | 31,756 | $ | (501 | ) | |||||
| 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 | |||||||||||