West Coast Bancorp /New/OR/ - Annual Report of Employee Stock Plans (11-K)
27 Juni 2008 - 7:00PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
|
ANNUAL
REPORT PURSUANT TO SECTION 15(d) OF THE
|
SECURITIES EXCHANGE ACT OF
1934
(Mark One)
/X/ Annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934
for the fiscal year ended December 31,
2007
Or
/ / Transition report pursuant to
Section 15(d) of the Securities Exchange Act of 1934
for the transition period from ______ to
________
Commission file number 000-25867
A.
Full title of the plan and the address of the
plan, if different from that of
the issuer named below.
West Coast Bancorp
401(k) Plan
B.
Name of issuer of the securities held pursuant to
the plan and the address
of its principal executive office:
West Coast Bancorp
5335 Meadows Road
Suite 201
Lake Oswego, Oregon 97035
WEST COAST BANCORP 401(K) PLAN
|
|
TABLE OF
CONTENTS
|
|
Page
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
|
1
|
|
|
FINANCIAL STATEMENTS AS OF AND FOR THE YEARS ENDED
|
|
DECEMBER 31, 2007 AND 2006:
|
|
|
|
Statements of Net Assets Available for
Benefits
|
2
|
|
|
Statements of Changes in Net Assets
Available for Benefits
|
3
|
|
|
Notes to Financial Statements
|
4
8
|
|
|
SUPPLEMENTAL SCHEDULE AS OF DECEMBER 31, 2007
|
|
|
|
Form 5500, Schedule H, Line 4i Schedule of
Assets Held (at End of Year)
|
10
|
|
NOTE:
|
Other supplemental
schedules are omitted because of the absence of the conditions under which
they are required
|
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
To the Administrative Committee and
Participants of
West Coast Bancorp 401(k) Plan
Lake Oswego, Oregon
We have audited the accompanying
statements of net assets available for benefits of the West Coast Bancorp 401(k)
Plan (the Plan) as of December 31, 2007 and 2006, and the related statements
of changes in net assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plans management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Plan is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Plans
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, such financial statements
present fairly, in all material respects, the net assets available for benefits
of the Plan as of December 31, 2007 and 2006, and the changes in net assets
available for benefits for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
Our audits were conducted for the purpose
of forming an opinion on the basic financial statements taken as a whole. The
supplemental schedule of assets (held at end of year) as of December 31, 2007 is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements, but is supplementary information required by the
Department of Labors Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. This schedule is the
responsibility of the Plans management. Such schedule has been subjected to the
auditing procedures applied in our audit of the basic 2007 financial statements
and, in our opinion, is fairly stated in all material respects when considered
in relation to the basic financial statements taken as a whole.
DELOITTE & TOUCHE LLP
Portland, Oregon
June 27, 2008
WEST COAST BANCORP 401(k) PLAN
|
|
STATEMENTS OF NET ASSETS AVAILABLE FOR
BENEFITS
|
DECEMBER 31, 2007 AND
2006
|
|
|
2007
|
|
2006
|
ASSETS:
|
|
|
|
|
|
|
Cash
|
|
$
|
10,126
|
|
$
|
10,804
|
|
Investments at fair
value:
|
|
|
|
|
|
|
Mutual funds
|
|
|
21,242,130
|
|
|
17,900,016
|
Employer common stock
|
|
|
2,883,168
|
|
|
5,325,150
|
Money market funds
|
|
|
4,481,204
|
|
|
3,490,485
|
Participant loans
|
|
|
669,491
|
|
|
624,407
|
|
Total investments
|
|
|
29,286,119
|
|
|
27,350,862
|
|
RECEIVABLES Employer contributions
|
|
|
903,524
|
|
|
831,438
|
|
NET ASSETS AVAILABLE FOR BENEFITS
|
|
$
|
30,189,643
|
|
$
|
28,182,300
|
See notes to financial
statements.
-2-
WEST COAST BANCORP 401(k) PLAN
|
|
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
|
YEARS ENDED DECEMBER 31,
2007 AND 2006
|
|
|
2007
|
|
2006
|
ADDITIONS TO NET ASSETS:
|
|
|
|
|
|
|
|
Investment (loss)
income:
|
|
|
|
|
|
|
|
Interest and dividends
|
|
$
|
2,646,708
|
|
|
$
|
1,790,510
|
Net (depreciation) appreciation in fair value of
investments
|
|
|
(2,813,015
|
)
|
|
|
1,850,774
|
|
Net investment (loss) income
|
|
|
(166,307
|
)
|
|
|
3,641,284
|
|
Contributions:
|
|
|
|
|
|
|
|
Employer matching contributions
|
|
|
977,578
|
|
|
|
908,996
|
Employer supplemental contributions
|
|
|
5,637
|
|
|
|
13,530
|
Participant contributions
|
|
|
2,866,900
|
|
|
|
2,541,206
|
Employee rollover contributions
|
|
|
200,596
|
|
|
|
70,980
|
|
Total contributions
|
|
|
4,050,711
|
|
|
|
3,534,712
|
|
Total additions to net assets
|
|
|
3,884,404
|
|
|
|
7,175,996
|
|
DEDUCTIONS:
|
|
|
|
|
|
|
|
Benefits paid to
participants
|
|
|
1,877,061
|
|
|
|
1,706,831
|
Administrative
expenses
|
|
|
|
|
|
|
450
|
|
Total deductions
|
|
|
1,877,061
|
|
|
|
1,707,281
|
|
NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS
|
|
|
2,007,343
|
|
|
|
5,468,715
|
|
NET ASSETS AVAILABLE FOR BENEFITS Beginning of
year
|
|
|
28,182,300
|
|
|
|
22,713,585
|
|
NET ASSETS AVAILABLE FOR BENEFITS End of year
|
|
$
|
30,189,643
|
|
|
$
|
28,182,300
|
See notes to financial
statements.
-3-
WEST COAST BANCORP 401(K) PLAN
|
|
NOTES TO FINANCIAL STATEMENTS
|
AS OF AND FOR THE YEARS
ENDED DECEMBER 31, 2007 AND 2006
|
1.
|
|
DESCRIPTION OF THE
PLAN
|
|
|
|
The following description of the
West Coast Bancorp 401(k) Plan (the Plan) is provided for general
information purposes only. Participants should refer to the Summary Plan
Description for more complete information regarding amount and type of
benefits, vesting, and other provisions of the Plan.
|
|
|
|
General
The Plan is a defined
contribution plan covering all eligible employees of West Coast Bancorp
and its wholly-owned subsidiaries (the Company), except those covered by
collective bargaining agreements. Employees are eligible to participate in
the Plan when they have been employed for three months, and reached 18
years of age. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
|
|
|
|
The Plan Administrator is a
committee appointed by the Board of Directors of West Coast Bancorp. West
Coast Trust Company, a subsidiary of the Company, is the trustee of the
Plan. Effective February 25, 2006, the Plan changed its record keeper from
Federated Investors to Great West Retirement Services. Furthermore,
effective April 1, 2006, the Plan changed its asset custodian from West
Coast Trust Company to Great West Retirement Services.
|
|
|
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Contributions
In each plan year, the Company
may contribute a matching contribution equal to a percentage of each
participants elective deferral contributions for that year. The Company
may also make supplemental and discretionary profit sharing contributions.
Supplemental and discretionary contributions are allocated to the
participants accounts on a pro-rata basis based on eligible compensation.
Company contributions can be invested in any of the Plans investment
options.
|
|
|
|
Participants may voluntarily
contribute between 1% and 100% of their total compensation as a salary
reduction each year that they are a plan participant. The actual amount of
their compensation that can be deferred each year is subject to limits
imposed by the Internal Revenue Code (the Code), which was $15,500 and
$15,000 for 2007 and 2006, respectively. Participants over the age of 55
are entitled to a catch up contribution to the Plan based on the
Code.
|
|
|
|
Effective October 1, 2006, the
entity implemented a Roth 401(k) feature available to all participants of
the Plan. Contribution limits were all subject to the same standards as
the standard 401(k) feature. Participants are able to invest in both
401(k) features at the same time and the entitys matching contribution is
based on total contributions to both features. Total contributions to the
Roth 401(k) feature for the years ended December 31, 2007 and 2006 were
$26,803 and $7,148, respectively.
|
|
|
|
Participant Accounts
A separate account is maintained
for each participant, which is credited with the participants
contribution, the allocation of the Companys contribution, as determined
above, and an allocation of investment earnings or losses. The benefit to
which a participant is entitled is the benefit that can be provided from
the participants vested account.
|
|
|
Vesting
Participants are fully vested in their salary
reduction contributions, rollovers, and related earnings at all
times.
|
-4-
|
|
Participants vest in the
Companys matching and discretionary contribution portion of their
accounts plus actual earnings or losses thereon based on years of
continuous service as follows:
|
|
Vesting
|
Years of
Service
|
Percentage
|
Less than 1
|
-
|
%
|
1
|
20
|
%
|
2
|
40
|
%
|
3
|
60
|
%
|
4
|
80
|
%
|
5
|
100
|
%
|
|
|
Forfeitures
Forfeitures of terminated participants nonvested
account balances are used to reduce the Companys matching contributions
for the plan year in which the forfeiture occurs or to restore previously
forfeited amounts.
|
|
|
|
Participant Loans
Participants may borrow from their fund accounts a
maximum equal to the lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to (from) the
investment fund from (to) the Participant Loans Fund. Loan terms range
from 15 years or more if for the purchase of a primary residence. The
loans are secured by the balance in the participants account and bear
interest at a rate commensurate with local prevailing rates (prime rate)
determined as market conditions warrant by the Plan Administrator.
Interest rates ranged from 6.0% to 10.25% at December 31, 2007. Principal
and interest is paid ratably through semi-monthly payroll
deductions.
|
|
|
|
Payment of Benefits
The benefit to which a participant is
entitled is the benefit that can be provided from the participants vested
account. On termination of service due to normal retirement, death or
disability, the participants account balance will be deemed fully vested.
Normal retirement is the participants 65th birthday. For termination of
service due to other reasons, a participant may receive the value of the
vested interest in his or her account as a lump sum
distribution.
|
|
|
|
Investment Options
Upon enrollment in the Plan,
contributions are participant-directed into the following investment
options:
|
Federated
Investors
:
Federated Government
Obligations Fund (available November 30,
2007)
Federated
High Income Bond
Fund
Federated
Kaufmann
Fund
Federated
Max-Cap
Fund
Federated
Prime Obligations Fund (through November 30,
2007)
Federated
Stock and Bond
Fund
Federated
Stock Trust (through December 14,
2007)
Federated
Total Return Bond Fund
Other
Investment Options
:
American
Century Strategic Allocations Conservative
Fund
American
Century Strategic Allocations Moderate
Fund
American
Funds Growth Fund of
America
American
Funds Euro Pacific Growth Fund
Baron
Growth
Managers
AMG Systematic Value Fund (available December 14, 2007)
West
Coast Bancorp Common Stock
-5-
|
|
Participants may change their
investment options and direct transfers between investment accounts at any
time.
|
|
|
|
Plan Termination
Although it has not expressed
any intent to do so, the Company has the right under the Plan to
discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of Plan termination,
participants will become fully vested in their accounts.
|
|
2.
|
|
SIGNIFICANT ACCOUNTING
POLICIES
|
|
|
|
Basis of Accounting
The financial statements of the
Plan are prepared under the accrual method of accounting.
|
|
|
|
Use of Estimates
The preparation of financial
statements in conformity with accounting principles generally accepted in
the United States of America requires management to make estimates and
assumptions that affect reported amounts of assets and liabilities, and
changes therein, and disclosures of contingent assets and liabilities.
Actual results could differ from those estimates.
|
|
|
|
Investment Valuation and
Income Recognition
The
Plans investments in mutual funds and employer common stock are stated at
fair value, which is based upon quoted market prices. Money market funds
are valued at cost plus reinvested interest. Participant loans are valued
at net amortized cost, which approximates fair value.
|
|
|
|
Purchases and sales are accounted
for on the trade-date basis. Dividend income is recorded on the
ex-dividend date. Interest income is reported as earned. Cost of common
stock shares sold and cost of mutual fund units sold are determined by the
specific identification method.
|
|
|
|
Administrative Expenses
The Company may pay all expenses
of administering the Plan including, but not limited to, the trustees or
custodians fees, attorney fees, and expenses incurred by persons or
entities to whom fiduciary duties have been delegated. If these expenses
are not paid by the Company, there shall be a lien against and paid from
the Plan, except for the items the payment of which would constitute a
prohibited transaction.
|
|
|
|
Income Tax Status
The Plan received a favorable
determination letter from the Internal Revenue Service effective October
2002. The Plan has been amended since receiving the determination letter;
however, the Plan Administrator and the Plans tax counsel believe that
the Plan is currently designed and being operated in compliance with the
applicable requirements of the Code. Accordingly, no provision for income
taxes has been included in the Plans financial statements.
|
|
|
|
Concentration of Risk
The Plans assets consist
primarily of financial instruments including cash, money market funds,
West Coast Bancorp common stock, and mutual funds. The financial
instruments may subject the Plan to concentrations of risk, as from time
to time, cash balances exceed amounts insured by the Federal Deposit
Insurance Corporation; investments in West Coast Bancorp common stock and
mutual funds are subject to changes in market values.
|
|
|
|
New Accounting
Pronouncements
In September
2006, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 157,
Fair Value
Measurements
(SFAS 157). SFAS 157 defines fair value, establishes a
framework for measuring fair value, and expands disclosures about fair
value measurements. SFAS 157 applies to reporting periods beginning after
November 15, 2007. The Plan does not expect the adoption of SFAS 157 to
have a material impact on its financial
statements.
|
-6-
3.
|
|
EMPLOYER
CONTRIBUTIONS
|
|
|
|
For the years ended December 31,
2007 and 2006, the Company made matching contributions of $977,578 and
$908,996, respectively. The Company did not make a profit sharing
contribution in fiscal years 2007 and 2006.
|
|
4.
|
|
RELATED PARTY
TRANSACTIONS
|
|
|
|
Certain Plan investments are
shares of investment funds managed by Federated Investors as of and for
the year ended December 31, 2006. Federated Investors was the record
keeper of the Plan through February 25, 2006; therefore, these
transactions qualify as party-in-interest.
|
|
|
|
The Company also provides
accounting and administrative services to the Plan at no charge. In
addition, the Plan invests in common stock of the
Company.
|
5.
|
|
SUMMARY OF
INVESTMENTS
|
|
|
2007
|
|
|
2006
|
|
Investments at fair value as determined by quoted market
prices:
|
|
|
|
|
|
|
|
|
Mutual Funds:
|
|
|
|
|
|
|
|
|
Federated Stock and Bond Fund
|
|
$
|
1,802,755
|
*
|
|
$
|
1,688,006
|
*
|
Federated Stock Trust
|
|
|
|
|
|
|
2,405,734
|
*
|
Federated Max-Cap Fund
|
|
|
2,156,501
|
*
|
|
|
2,108,740
|
*
|
Federated Kaufmann Fund
|
|
|
3,763,693
|
*
|
|
|
2,983,884
|
*
|
Federated High Income Bond Fund
|
|
|
501,833
|
|
|
|
421,251
|
|
Federated Total Return Bond Fund
|
|
|
1,553,681
|
*
|
|
|
1,334,765
|
|
American Century Strategic Allocations Conservative Fund
|
|
|
618,007
|
|
|
|
371,532
|
|
American Century Strategic Allocations Moderate Fund
|
|
|
1,682,884
|
*
|
|
|
1,324,264
|
|
American Funds Growth Fund of America
|
|
|
2,564,180
|
*
|
|
|
2,031,650
|
*
|
American Funds Euro Pacific Growth Fund
|
|
|
3,336,823
|
*
|
|
|
2,406,958
|
*
|
Baron Growth
|
|
|
988,416
|
|
|
|
823,232
|
|
Managers AMG Systematic Value Fund
|
|
|
2,273,357
|
*
|
|
|
-
|
|
|
|
|
|
21,242,130
|
|
|
|
17,900,016
|
|
|
Employer Common Stock (West Coast Bancorp Common Stock)
|
|
$
|
2,883,168
|
*
|
|
$
|
5,325,150
|
*
|
|
Money
Market Funds:
|
|
|
|
|
|
|
|
|
Federated Government
Obligations
|
|
|
4,481,204
|
*
|
|
|
-
|
|
Federated Prime Obligations
Fund
|
|
|
-
|
|
|
|
3,490,485
|
*
|
Cash
|
|
|
10,126
|
|
|
|
10,804
|
|
Participant loans
|
|
|
669,491
|
|
|
|
624,407
|
|
|
Total
investments
|
|
$
|
29,286,119
|
|
|
$
|
27,350,862
|
|
|
* Represents
5% or more of net assets available for benefits at December
31.
|
-7-
The Plans investments including
investments bought, sold, and held during the year (depreciated) appreciated in
value as follows:
|
|
2007
|
|
2006
|
Net change in fair value:
|
|
|
|
|
|
|
|
Investments at fair
value as determined by quoted
market prices:
|
|
|
|
|
|
|
|
Mutual funds
|
|
$
|
(308,856
|
)
|
|
$
|
593,914
|
West Coast Bancorp Common Stock
|
|
|
(2,504,159
|
)
|
|
|
1,256,860
|
|
Total
|
|
$
|
(2,813,015
|
)
|
|
$
|
1,850,774
|
* * * * * *
-8-
SUPPLEMENTAL SCHEDULE
-9-
WEST
COAST BANCORP 401(k) PLAN
|
|
FORM
5500, SCHEDULE H, LINE 4i SCHEDULE OF ASSETS HELD AT END OF
YEAR
|
DECEMBER 31,
2007
|
|
|
|
|
|
|
(e)
|
|
|
(b) Identity of Issue
|
|
(d)
|
|
Current
|
(a)
|
|
(c) Description of Investment
|
|
Cost **
|
|
Value
|
|
|
MUTUAL FUNDS:
|
|
|
|
|
|
*
|
|
Federated
Investors:
|
|
|
|
|
|
|
|
Stock and Bond Fund
|
|
|
|
$
|
1,802,755
|
|
|
Max-Cap Fund
|
|
|
|
|
2,156,501
|
|
|
Kaufmann Fund
|
|
|
|
|
3,763,693
|
|
|
High Income Bond Fund
|
|
|
|
|
501,833
|
|
|
Total Return Bond Fund
|
|
|
|
|
1,553,681
|
|
|
|
Total Federated Mutual Funds
|
|
|
|
|
9,778,463
|
|
|
|
American Century Strategic
Allocations Conservative Fund
|
|
|
|
|
618,007
|
|
|
American Century Strategic
Allocations Moderate Fund
|
|
|
|
|
1,682,884
|
|
|
American Funds Growth Fund of
America
|
|
|
|
|
2,564,180
|
|
|
American Funds Euro Pacific
Growth Fund
|
|
|
|
|
3,336,823
|
|
|
Baron Growth
|
|
|
|
|
988,416
|
|
|
Mangers AMG Systematic Value
Fund
|
|
|
|
|
2,273,357
|
|
|
|
Total Mutual Funds
|
|
|
|
|
21,242,130
|
|
*
|
|
MONEY MARKET FUNDS Federated Government Obligations
Fund
|
|
|
|
|
4,481,204
|
|
|
|
CASH
|
|
|
|
|
10,126
|
|
*
|
|
EMPLOYER COMMON STOCK West Coast Bancorp Common
Stock
|
|
|
|
|
2,883,168
|
|
|
|
Participant loans, interest rate 6.00%10.25%, maturing March 31,
2008 through April 10, 2022
|
|
|
|
|
669,491
|
|
|
|
TOTAL INVESTMENTS
|
|
|
|
$
|
29,286,119
|
*
|
|
Party-in-interest
|
**
|
|
Not required for
participant-directed investments
|
- 10 -
West Coast Bancorp (MM) (NASDAQ:WCBO)
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West Coast Bancorp (MM) (NASDAQ:WCBO)
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