Subsidiaries
West Coast Bank
The Bank was organized in 1925 under
the name The Bank of Newport and its head office is currently located in Lake
Oswego, Oregon. The Bank resulted from the merger on December 31, 1998, of the
Bank of Newport of Newport, Oregon, The Commercial Bank of Salem, Oregon, Bank
of Vancouver of Vancouver, Washington and Centennial Bank of Olympia,
Washington, into a single entity, which was named West Coast Bank.
The Bank conducts business through
63 full and limited service branches located in western Oregon and southwestern
Washington. The Oregon branches are located in the following cities and towns:
Beaverton, Bend (2), Canby, Clackamas, Dallas, Depoe Bay, Eugene (2), Forest
Grove, Gresham, Hillsboro (2), Keizer (3), King City, Lake Oswego, Lincoln City,
McMinnville, Molalla, Monmouth, Mt. Angel, Newberg, Newport (2), North Plains,
Oregon City, Portland (5), Salem (5), Silverton, Stayton, Sublimity, Tigard,
Toledo, Tualatin, Waldport, Wilsonville (2) and Woodburn (3). The Banks
Washington branches are located in Centralia, Chehalis, Hoodsport, Lacey (2),
Olympia (2), Shelton, Tukwila and Vancouver (4).
The primary business strategy of the
Bank is to provide comprehensive banking and related financial services tailored
to individuals, professionals and businesses. The Bank emphasizes the diversity
of its product lines and convenient access typically associated with larger
financial organizations, while maintaining the local decision making authority,
market knowledge and customer service orientation typically associated with a
community bank. The Bank has significant focus on four targeted areas: 1) high
value consumers (including the mature market), 2) small businesses that desire
streamlined packaged products, 3) commercial businesses that benefit from
customized lending, depository and investment solutions and 4) real estate
finance including construction of commercial and residential projects in
addition to permanent financing for income producing properties.
For consumer banking
customers, the Bank offers a variety of flexible checking and savings accounts
and check cards, as well as competitive borrowing products, such as personal
lines of credit, credit cards and a variety of first and second lien residential
mortgage products and other types of consumer loans. The consumer products
consist of free checking and six other account types, each specifically designed
to meet the needs of a unique market segment. The small business package of
deposit accounts includes free business checking and an interest-bearing account
for eligible organizations. Because of the straightforward and streamlined
product design, our personal bankers are able to quickly and easily identify the
best account for our clients. In 2006, the Bank introduced iDeposit, a remote
deposit service that allows business customers to make deposits electronically
without leaving their office. Customers have access to the Banks products and
services through a variety of convenient channels such as 24 hour -7 days a week
automated phone and Internet access, a personal customer service center accessed
by phone, ATMs (both shared and proprietary networks), as well as through our
branch locations.
For business banking
customers, the Bank offers customized deposit products tailored for specific
needs, including a variety of checking accounts, sophisticated Internet-based
cash management and a full array of investment services, all with online and/or
CD-ROM information reporting. Customized financing packages provide businesses
with a comprehensive suite of credit facilities that include general commercial
purpose loans (short and intermediate term), revolving lines of credit, real
estate loans and lines to support construction, owner-occupied and investor
financing and SBA loans. The Banks loan portfolio has some concentration in
loans secured by real estate. The Bank also offers business credit cards (VISA)
and equipment leasing through vendor alliances and other types of business
credit.
The principal office of the Bank is
at 5335 Meadows Road, Suite 201, Lake Oswego, OR 97035 (503) 684-0884.
West Coast Trust
West Coast Trust
provides trust services and life insurance products to individuals, for-profit
and not for-profit businesses and institutions. West Coast Trust acts as
fiduciary of estates and conservatorships, and as a trustee under various wills,
trusts, and pension and profit-sharing plans. The main office of West Coast
Trust is located at 1000 SW Broadway, Suite 1100, Portland, Oregon 97205. (503)
279-3911.
Totten, Inc.
Totten, Inc., a Washington
corporation, serves as trustee under deeds of trust and holds certain real
estate licenses.
4
West Coast Statutory Trusts III, IV, V, VI, VII
and VIII
West Coast Statutory Trusts III, IV,
V, VI, VII and VIII are wholly-owned subsidiary trusts of Bancorp formed to
facilitate the issuance of Pooled Trust Preferred Securities (trust preferred
securities). The trusts were organized in September 2003, March 2004, April
2006, December 2006, March 2007 and June 2007 respectively, in connection with
six offerings of trust preferred securities. For more information regarding
Bancorps issuance of trust preferred securities, see Note 10 Junior
Subordinated Debentures to Bancorps audited consolidated financial statements
included in Item 8 of this report.
Employees
At December 31, 2007, Bancorp and
its subsidiaries had approximately 850 employees. None of these employees are
represented by labor unions and management believes that Bancorps relationship
with its employees is good. Bancorp emphasizes a positive work environment for
its employees and our work environment is measured annually utilizing an
anonymous employee survey. Results indicate a high level of employee
satisfaction with their work as well as with Bancorp in general. In addition,
West Coast Bank was recognized in 2005, 2006, and 2007 as one of Oregons Best
100 Companies for which to work. Management continually strives to retain top
talent as well as provide career development opportunities to enhance skill
levels. A number of benefit programs are available to eligible employees,
including group medical plans, paid sick leave, paid vacation, group life
insurance, a 401(k) plan and a stock incentive plan. Employees are also eligible
to purchase Bancorps common stock through direct payroll deductions under the
Companys stock purchase plan. In addition, bank owned life insurance, a
deferred compensation plan and supplemental retirement benefits are available to
certain officers and executives of Bancorp.
Competition
Commercial banking
in the state of Oregon and southwest Washington is highly competitive with
respect to providing banking services, including making loans and attracting
deposits. The Bank competes with other banks, as well as with savings and loan
associations, savings banks, credit unions, mortgage companies, investment
banks, insurance companies, securities brokerages and other financial
institutions. Banking in Oregon and Washington is dominated by several
significant banking institutions, including U.S. Bank, Wells Fargo Bank, Bank of
America and Washington Mutual Bank, which together account for a majority of the
total commercial and savings bank loans and deposits in Oregon and Washington.
These competitors have significantly greater financial resources and offer a
greater number of branch locations (with statewide branch networks), higher
lending limits, and a variety of services not offered by the Bank. Bancorp has
attempted to offset some of the advantages of the larger competitors by
arranging participations with other banks for loans above its legal lending
limits, as well as leveraging technology and third party arrangements to deliver
contemporary product solutions and better compete in targeted customer
segments.
Bancorp has positioned itself
successfully as a local alternative to banking conglomerates that may be
perceived by customers or potential customers to be impersonal, out-of-touch
with the community, or simply not interested in providing banking services to
some of Bancorps target customers.
In addition to
larger institutions, numerous community banks or credit unions have been
formed, expanded, or moved into Bancorps market areas and have developed a
similar focus to Bancorp. These institutions have further increased competition,
particularly in the Portland metropolitan area, where Bancorp has enjoyed
significant growth in past years and focused much of its expansion efforts. This
growing number of similar financial institutions and an increased focus by
larger institutions on the Banks market segments in response to declining
market perception and/or market share has led to intensified competition in all
aspects of Bancorps business. At June 30, 2007, the Bank had approximately 3%
and 17% of the deposit market share in the Portland, Oregon, and Salem Oregon
areas, respectively, excluding credit unions. In Lincoln County on the Oregon
coast, the Bank had over 28% of the deposit market share at June 30, 2007.
Increased competitive pressure and changing customer deposit behaviors could
adversely affect the Banks market share of deposits.
The adoption of the
Gramm-Leach-Bliley Act of 1999 (the GLB Act) has led to further competition in
the financial services industry. The GLB Act eliminated many of the barriers to
affiliation among providers of various types of financial services and permitted
business combinations among financial service providers such as banks, insurance
companies, securities or brokerage firms and other financial service providers.
Additionally, the rapid adoption of financial services through the Internet has
reduced or even eliminated many barriers to entry by financial services
providers physically located outside our market areas. For example, remote
deposit services, partly developed in response to the Check 21 law, allow
depository companies physically located in other geographical markets to service
local businesses with minimal cost of entry. Although Bancorp has been able to
compete effectively in the financial services business in its markets to date,
there can be no assurance that it will be able to continue to do so in the
future.
5
The financial services industry has
experienced widespread consolidation over the last decade. Bancorp anticipates
that consolidation among financial institutions in its market areas will
continue. As noted, Bancorp may seek acquisition opportunities in markets of
strategic importance to it from time to time. However, other financial
institutions aggressively compete against Bancorp in the acquisition market.
Some of these institutions may have greater access to capital markets, larger
cash reserves and stock for use in acquisitions that is more liquid and more
highly valued by the market.
Supervision and Regulation
Introduction
Bancorp is an Oregon
corporation headquartered in Lake Oswego, Oregon, and is registered with the
Federal Reserve as a bank holding company and a financial holding company. The
Bank is organized as an Oregon non-member state bank.
The laws and
regulations applicable to Bancorp and its subsidiaries are primarily intended to
protect depositors of the Bank and not stockholders of Bancorp. Proposals to
change the laws and regulations governing the banking industry are frequently
introduced in Congress, in the state legislatures and before the various bank
regulatory agencies. The likelihood and timing of any such proposals or
legislation and the impact they might have on Bancorp and its subsidiaries
cannot be determined. Changes in applicable laws or regulations or in the
policies of banking and other government regulators may have a material effect
on our business and prospects. Violation of the laws and regulations applicable
to Bancorp and its subsidiaries may result in assessment of substantial civil
monetary penalties, the imposition of a cease and desist order, and other
regulatory sanctions.
The following is a brief description
of the significant laws and regulations that govern our activities.
Bank Holding Company Regulation
As a registered bank
holding company and financial holding company, Bancorp is subject to the
supervision of, and regular inspection by, the Federal Reserve pursuant to the
Bank Holding Company Act of 1956, as amended (the BHCA). Bancorp must file
reports with the Federal Reserve and must provide it with such additional
information as it may require.
Bank holding
companies like Bancorp must, among other things, obtain prior Federal Reserve
approval before they: (1) acquire direct or indirect ownership or control of any
voting shares of any bank that results in total ownership or control, directly
or indirectly, of more than 5% of the voting shares of such bank; (2) merge or
consolidate with another bank holding company; or (3) acquire substantially all
of the assets of another bank or bank holding company. In acting on applications
for such prior approval, the Federal Reserve considers various factors,
including, without limitation, the effect of the proposed transaction on
competition in relevant geographic and product markets, and each transaction
partys financial condition, managerial resources and performance record under
the Community Reinvestment Act.
Bank holding
companies must also act as a source of financial and managerial strength to
subsidiary banks. This means that Bancorp is required to commit, as necessary,
resources to support the Bank. Under certain conditions, the Federal Reserve may
conclude that certain actions of a bank holding company, such as payment of cash
dividends, would constitute unsafe and unsound banking practices.
Financial holding
companies are a special type of bank holding company that is authorized to
engage in activities considered to be financial in nature. A financial holding
company may engage in a broader range of activities than those permitted of a
bank holding company, which may only engage, directly or indirectly, in the
business of banking and activities that are closely related or incidental to
banking. Bancorp could lose its qualification as a financial holding company if
the Bank becomes less than well capitalized or if the Bank is rated as less
than well managed by the FDIC or the Federal Reserve. If that were to occur,
the Federal Reserve could mandate that Bancorp divest itself of certain assets
or limit its activities to those activities permitted of bank holding companies.
Financial
subsidiaries of a financial holding company continue to be regulated by their
functional regulator. For example, if a Bancorp subsidiary engages in certain
insurance activities the applicable state insurance regulator regulates the
insurance activities. The Federal Reserve maintains umbrella supervision over
all subsidiary activities, but will generally only intervene in the regulation
of a financial subsidiary if its activities endanger the safety and soundness of
an affiliated bank.
Subsidiary banks of
a bank holding company are subject to certain other restrictions under the
Federal Reserve Act and Regulation W on transactions with affiliates generally
and in particular on extensions of credit to the parent holding company or any
affiliate, investments in the securities of the parent, and on the use of such
securities as collateral for loans to any borrower. The various regulations and
restrictions that apply may limit Bancorps ability to obtain funds from the
Bank for its cash needs, including funds for payment of dividends and
operational expenses.
6
Bank Regulation
General.
The Bank is an Oregon state-chartered non-member (of the
Federal Reserve System) commercial bank operating in Oregon and Washington with
deposits insured by the FDIC in an amount up to $100,000 per customer, and
certain self-directed retirement accounts insured by the FDIC up to $250,000 per
customer. As a result, the Bank is subject to supervision and regulation by the
Oregon Department of Consumer and Business Services and the FDIC, and to a
lesser extent, the Washington Department of Financial Institutions. The Bank's
regulators engage in regular examinations of the Bank and have the authority to
prohibit the Bank from engaging in activities they believe constitute unsafe or
unsound banking practices.
Premiums for
Deposit Insurance.
The Bank is required to pay
semiannual deposit insurance premiums to the FDIC. Premiums are based on how
much risk a particular institution presents to the Bank Insurance Fund. Banks
with higher levels of capital and a low degree of supervisory concern are
assessed lower premiums than banks with lower levels of capital or a higher
degree of supervisory concern. The Bank presently qualifies for the lowest
premium level. The FDIC may terminate deposit insurance if it determines the
institution involved has engaged in or is engaging in unsafe or unsound banking
practices, is in unsafe or unsound condition, or has violated applicable laws,
regulations or orders.
Community
Reinvestment Act and Fair Lending and Reporting Requirements.
The Bank is subject to the Community Reinvestment Act (CRA) and to
certain fair lending and reporting requirements that relate primarily to home
mortgage lending operations. The CRA generally requires the federal banking
agencies to evaluate the record of a financial institution in meeting the credit
needs of its local communities, including low- and moderate-income
neighborhoods, consistent with the safe and sound operation of the institution.
The federal banking agencies may take into account compliance with the CRA when
regulating and supervising other activities, such as evaluating mergers,
acquisitions and applications to open a branch or facility. In connection with
its assessment of CRA performance, the FDIC assigns a rating of outstanding,
satisfactory, needs to improve or substantial noncompliance. The Bank
received a CRA rating of satisfactory during its most recent CRA examination in
November 2005.
There are several
rules and regulations governing fair lending and reporting practices by
financial institutions. A bank may be subject to substantial damages, penalties
and corrective measures for any violation of fair lending and reporting,
including credit reporting, laws and regulations.
Consumer
Privacy.
Bancorp and Bank are subject to laws and
regulations that impose privacy standards that limit the ability of banks and
other financial institutions to disclose non-public information about consumers
to nonaffiliated third parties. These limitations require disclosure of privacy
policies to consumers and, in some circumstances, allow consumers to prevent
disclosure of certain personal information to a nonaffiliated third
party.
Capital Adequacy
Federal bank
regulatory agencies use capital adequacy guidelines in the examination and
regulation of bank holding companies and banks. If capital falls below minimum
guideline levels, the bank holding company or bank may be denied approval to
acquire or establish additional banks or non-bank businesses or to open new
facilities.
The FDIC and Federal
Reserve use risk-based capital guidelines for banks and bank holding companies.
Risk-based guidelines are designed to make capital requirements more sensitive
to differences in risk profiles among banks and bank holding companies, to
account for off balance sheet exposure and to minimize disincentives for holding
liquid assets. Assets and off balance sheet items are assigned to broad risk
categories, each with appropriate weights. The resulting capital ratios
represent capital as a percentage of total risk-weighted assets and off balance
sheet items. The guidelines are minimums and the Federal Reserve may require
that a banking organization maintain ratios in excess of the minimums,
particularly organizations contemplating significant expansion. Current
guidelines require all bank holding companies and federally-regulated banks to
maintain a minimum risk-based total capital ratio equal to 8%, of which at least
4% must be Tier I capital. Tier I capital for bank holding companies includes
common stockholders equity, qualifying preferred stock and minority interests
in equity accounts of consolidated subsidiaries, minus specified intangibles and
accumulated other comprehensive income (loss).
7
The Federal Reserve
also employs a leverage ratio, which is Tier I capital as a percentage of total
assets minus intangibles, to be used as a supplement to risk-based guidelines.
The principal objective of the leverage ratio is to constrain the maximum degree
to which a bank holding company may leverage its equity capital base. The
Federal Reserve requires a minimum leverage ratio of 3%. However, for all but
the most highly rated bank holding companies and for bank holding companies
seeking to expand, the Federal Reserve expects an additional cushion of at least
1% to 2%.
The Federal Deposit
Insurance Corporation Improvement Act (FDICIA), among other things, created a
statutory framework of supervisory actions indexed to the capital level of the
individual institution. Under regulations adopted by the FDIC, an institution is
assigned to one of five capital categories - well capitalized, adequately
capitalized, undercapitalized, significantly undercapitalized, and critically
undercapitalized - depending on its total risk-based capital ratio, Tier I
risk-based capital ratio, and leverage ratio, together with certain subjective
factors. Institutions which are deemed to be undercapitalized depending on the
category to which they are assigned are subject to certain mandatory supervisory
corrective actions. Under current regulations, a well-capitalized institution
must have a Tier 1 risk-based capital ratio of at least 6%, a total risk-based
capital ration of at least 10%, and a leverage ratio of at least 5% and not be
subject to a capital directive order. Under these guidelines, Bancorp is
considered well capitalized as of the end of the fiscal year.
FDICIA.
Under FDICIA, each federal banking agency has
prescribed, by regulation, non-capital safety and soundness standards for
institutions under its authority. These standards cover internal controls,
information systems and internal audit systems, loan documentation, credit
underwriting, interest rate exposure, asset growth, compensation, fees and
benefits, such other operational and managerial standards as the agency
determines to be appropriate, and standards for asset quality, earnings and
stock valuation. An institution which fails to meet these standards must develop
a plan acceptable to the agency, specifying the steps that the institution will
take to meet the standards. Failure to submit or implement such a plan may
subject the institution to regulatory sanctions. Management believes that the
Bank currently satisfies all such standards.
Dividends
The principal source
of Bancorps cash reserves is dividends received from the Bank. The banking
regulators may prohibit banks and bank holding companies from paying dividends
that would constitute an unsafe or unsound banking practice. In addition, a bank
may not pay cash dividends if doing so would reduce the amount of its capital
below that necessary to meet minimum applicable regulatory capital requirements.
Oregon law also limits a bank's ability to pay dividends.
Interstate Banking and Branching
The Riegle-Neal
Interstate Banking and Branching Efficiency Act of 1994 (the Interstate Act)
generally authorizes interstate branching and relaxes federal law restrictions
on interstate banking. Currently, bank holding companies may purchase banks in
any state and states may not prohibit these purchases. Additionally, banks are
permitted to merge with banks in other states, as long as the home state of
neither merging bank has opted out under the legislation. Oregon and Washington
each enacted opting in legislation in accordance with the Interstate Act. The
Interstate Act requires regulators to consult with community organizations
before permitting an interstate institution to close a branch in a low-income
area.
The USA Patriot Act
Enacted in 2001, the
Uniting and Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001 (the USA Patriot Act) gives the
federal government new powers to address terrorist threats through enhanced
domestic security measures, expanded surveillance powers, increased information
sharing and broadened anti-money laundering requirements. Among other
requirements, the USA Patriot Act requires banks to implement additional
policies and procedures with respect to money laundering, suspicious activities
and currency transaction reporting and currency crimes.
Monetary and Fiscal Policy Effects on Interest
Rates
Banking is a
business which depends on interest rate differentials. In general, the
differences between the interest paid by a bank on its deposits and its other
borrowings and the interest received by a bank on loans extended to its
customers and securities held in its investment portfolio constitute the major
portion of a banks earnings. Thus, our earnings and growth are constantly
subject to the influence of economic conditions generally, both domestic and
foreign, and also to the monetary and fiscal policies of the United States and
its agencies, particularly the Federal Reserve. The nature and timing of changes
in such policies and their impact cannot be predicted.
8