- Amended Quarterly Report (10-Q/A)
07 November 2008 - 12:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
[X] Quarterly Report Pursuant to Section
13 or 15(d) of
the Securities Exchange Act of 1934
For the quarterly period ended: June 30,
2008
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
|
(I.R.S.
Employer
|
incorporation or
organization)
|
Identification
No.)
|
5335 Meadows Road Suite 201
Lake
Oswego, Oregon 97035
(Address of principal
executive offices, including zip code)
(503) 684-0884
(Registrants telephone number, including area
code)
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 a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a small reporting company. See the definitions of "large accelerated
filer, accelerated filer" and smaller reporting company in Rule 12b-2 of the
Exchange Act (check one):
[ ] Large Accelerated Filer
[X] Accelerated Filer [ ] Non-accelerated Filer [ ]
Smaller Reporting Company
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
Yes [ ] No [ X ]
Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date.
Common Stock, no par value: 15,701,829
shares outstanding as of July 31, 2008
EXPLANATORY NOTE
This
Amendment No. 1 on Form 10-Q/A (Amendment No. 1) is being filed with respect
to West Coast Bancorps Quarterly Report on Form 10-Q for its fiscal quarter
ended June 30, 2008, filed with the Securities and Exchange Commission on August
6, 2008 (the Second Quarter 10-Q). On November 6, 2008, we concluded that the
Consolidated Statement of Cash Flows for the six-month period ended June 30,
2008, as included in the Second Quarter 10-Q, contained an error with respect to
loans transferred to Other Real Estate Owned (OREO), and that the previously
issued financial statements included in the Second Quarter 10-Q should be
restated to properly reflect the cash flows. We are amending the Second Quarter
10-Q to correct the error and to add related disclosure in Note 1 of our Notes
to Consolidated Financial Statements under the heading Supplemental Cash Flow
Information. The changes are more fully described in Note 11 of the Notes to
Consolidated Financial Statements included below.
The
restatement does not affect our Consolidated Balance Sheets, Consolidated Income
Statements, or Consolidated Statements of Changes in Stockholders Equity for
any period. Accordingly, our historical net income, earnings per share, total
assets, and cash and cash equivalents remain unchanged.
A revised
Part I, Item 1 Financial Statements is presented below with the corrections to
the consolidated financial statements included. In addition, we have included
Part I, Item 4 Controls and Procedures to update our assessment of our
controls and procedures at June 30, 2008, and Part II, Item 6 Exhibits to
reflect the filing of currently dated certifications of our chief executive
officer and chief financial officer. No other changes were made to the Second
Quarter 10-Q.
This
Amendment No. 1 continues to speak as of the date of the Second Quarter 10-Q,
and we have not updated or amended the disclosures to reflect events that have
occurred since the filing of the Second Quarter 10-Q, other than as described in
the preceding paragraphs and in Note 11 of the Notes to Consolidated Financial
Statements included below.
WEST COAST BANCORP
TABLE OF CONTENTS
PART I: FINANCIAL INFORMATION
|
3
|
|
|
Item 1.
|
|
Financial Statements (Unaudited)
|
3
|
CONSOLIDATED BALANCE
SHEETS
|
3
|
CONSOLIDATED INCOME STATEMENTS
|
4
|
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
5
|
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
|
6
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
7
|
|
|
Item 4.
|
|
Controls and Procedures
|
21
|
|
|
|
|
PART II: OTHER INFORMATION
|
22
|
|
|
Item 6.
|
|
Exhibits
|
22
|
|
|
SIGNATURES
|
23
|
- 2 -
PART I: FINANCIAL
INFORMATION
Item 1. Financial Statements (Unaudited)
WEST COAST BANCORP
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
|
|
June
30,
|
|
December 31,
|
(Dollars and shares in
thousands)
|
|
2008
|
|
2007
|
ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents:
|
|
|
|
|
|
|
|
|
Cash and due from
banks
|
|
$
|
83,055
|
|
|
$
|
81,666
|
|
Federal funds
sold
|
|
|
18,632
|
|
|
|
31,512
|
|
Interest-bearing deposits in other banks
|
|
|
80
|
|
|
|
624
|
|
Total cash and cash equivalents
|
|
|
101,767
|
|
|
|
113,802
|
|
Trading assets
|
|
|
1,262
|
|
|
|
1,582
|
|
Investment
securities available for sale, at fair value
|
|
|
|
|
|
|
|
|
(amortized
cost: $240,759 and $259,844)
|
|
|
234,372
|
|
|
|
259,130
|
|
Federal Home Loan Bank stock held at cost
|
|
|
14,582
|
|
|
|
10,295
|
|
Loans held for
sale
|
|
|
4,366
|
|
|
|
3,187
|
|
Loans
|
|
|
2,153,716
|
|
|
|
2,172,669
|
|
Allowance for
loan losses
|
|
|
(35,723
|
)
|
|
|
(46,917
|
)
|
Loans, net
|
|
|
2,117,993
|
|
|
|
2,125,752
|
|
Premises and
equipment, net
|
|
|
34,456
|
|
|
|
34,733
|
|
Other real estate owned
|
|
|
27,892
|
|
|
|
3,255
|
|
Goodwill
|
|
|
13,059
|
|
|
|
13,059
|
|
Core deposit intangible, net
|
|
|
1,194
|
|
|
|
1,432
|
|
Bank owned life
insurance
|
|
|
23,057
|
|
|
|
22,612
|
|
Other assets
|
|
|
58,926
|
|
|
|
57,775
|
|
Total assets
|
|
$
|
2,632,926
|
|
|
$
|
2,646,614
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Demand
|
|
$
|
500,189
|
|
|
$
|
501,506
|
|
Savings and
interest-bearing demand
|
|
|
349,950
|
|
|
|
364,971
|
|
Money
market
|
|
|
693,801
|
|
|
|
678,090
|
|
Time
deposits
|
|
|
534,310
|
|
|
|
550,265
|
|
Total deposits
|
|
|
2,078,250
|
|
|
|
2,094,832
|
|
Short-term borrowings
|
|
|
161,200
|
|
|
|
167,000
|
|
Long-term
borrowings
|
|
|
110,178
|
|
|
|
83,100
|
|
Junior subordinated debentures
|
|
|
51,000
|
|
|
|
51,000
|
|
Reserve for
unfunded commitments
|
|
|
1,322
|
|
|
|
7,986
|
|
Other liabilities
|
|
|
25,468
|
|
|
|
34,455
|
|
Total liabilities
|
|
|
2,427,418
|
|
|
|
2,438,373
|
|
|
Commitments and contingent liabilities (Note 6)
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
|
|
|
Preferred stock:
no par value, none issued; 10,000 shares authorized
|
|
|
-
|
|
|
|
-
|
|
Common stock: no par value, 50,000 shares
|
|
|
|
|
|
|
|
|
authorized;
15,702 and 15,593 shares issued
|
|
|
|
|
|
|
|
|
and
outstanding, respectively
|
|
|
19,628
|
|
|
|
19,491
|
|
Additional
paid-in capital
|
|
|
70,902
|
|
|
|
70,391
|
|
Retained earnings
|
|
|
118,855
|
|
|
|
118,792
|
|
Accumulated other comprehensive loss
|
|
|
(3,877
|
)
|
|
|
(433
|
)
|
Total
stockholders' equity
|
|
|
205,508
|
|
|
|
208,241
|
|
Total liabilities and stockholders'
equity
|
|
$
|
2,632,926
|
|
|
$
|
2,646,614
|
|
See notes to consolidated financial
statements.
- 3 -
WEST COAST BANCORP
CONSOLIDATED INCOME STATEMENTS
(Unaudited)
|
|
Three
months ended
|
|
Six
months ended
|
|
|
June
30,
|
|
June
30,
|
(In thousands, except per share
amounts)
|
|
2008
|
|
2007
|
|
2008
|
|
2007
|
INTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and
fees on loans
|
|
$
|
32,826
|
|
$
|
42,637
|
|
$
|
67,899
|
|
$
|
82,548
|
Interest on taxable investment securities
|
|
|
1,945
|
|
|
2,660
|
|
|
4,207
|
|
|
5,661
|
Interest on
nontaxable investment securities
|
|
|
834
|
|
|
737
|
|
|
1,670
|
|
|
1,478
|
Interest on deposits in other banks
|
|
|
20
|
|
|
27
|
|
|
32
|
|
|
34
|
Interest on
federal funds sold
|
|
|
120
|
|
|
87
|
|
|
249
|
|
|
199
|
Total interest
income
|
|
|
35,745
|
|
|
46,148
|
|
|
74,057
|
|
|
89,920
|
|
INTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings and
interest-bearing demand deposits
|
|
|
3,782
|
|
|
7,253
|
|
|
9,155
|
|
|
14,048
|
Time deposits
|
|
|
5,282
|
|
|
6,271
|
|
|
11,522
|
|
|
12,463
|
Short-term
borrowings
|
|
|
1,250
|
|
|
2,127
|
|
|
2,623
|
|
|
3,704
|
Long-term borrowings
|
|
|
1,098
|
|
|
651
|
|
|
2,052
|
|
|
1,257
|
Junior
subordinated debt
|
|
|
620
|
|
|
1,122
|
|
|
1,415
|
|
|
1,839
|
Total
interest expense
|
|
|
12,032
|
|
|
17,424
|
|
|
26,767
|
|
|
33,311
|
NET INTEREST
INCOME
|
|
|
23,713
|
|
|
28,724
|
|
|
47,290
|
|
|
56,609
|
Provision for credit losses
|
|
|
6,000
|
|
|
3,500
|
|
|
14,725
|
|
|
6,300
|
Net interest
income after provision for credit loss
|
|
|
17,713
|
|
|
25,224
|
|
|
32,565
|
|
|
50,309
|
|
NONINTEREST INCOME:
|
|
|
|
|
|
|
|
|
|
|
|
|
Service charges
on deposit accounts
|
|
|
3,883
|
|
|
3,136
|
|
|
7,518
|
|
|
6,021
|
Payment systems related revenue
|
|
|
2,340
|
|
|
2,012
|
|
|
4,471
|
|
|
3,690
|
Trust and
investment services revenue
|
|
|
1,534
|
|
|
1,649
|
|
|
3,119
|
|
|
3,141
|
Gain on sales of loans
|
|
|
769
|
|
|
967
|
|
|
1,629
|
|
|
2,271
|
Other
noninterest income
|
|
|
325
|
|
|
845
|
|
|
1,735
|
|
|
1,519
|
Gains on sales of securities
|
|
|
187
|
|
|
96
|
|
|
777
|
|
|
96
|
Total
noninterest income
|
|
|
9,038
|
|
|
8,705
|
|
|
19,249
|
|
|
16,738
|
|
NONINTEREST EXPENSE:
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and
employee benefits
|
|
|
12,645
|
|
|
12,544
|
|
|
25,000
|
|
|
25,057
|
Equipment
|
|
|
1,765
|
|
|
1,574
|
|
|
3,516
|
|
|
3,100
|
Occupancy
|
|
|
2,297
|
|
|
2,158
|
|
|
4,672
|
|
|
4,207
|
Payment systems related expense
|
|
|
892
|
|
|
825
|
|
|
1,735
|
|
|
1,490
|
Professional
fees
|
|
|
948
|
|
|
545
|
|
|
1,748
|
|
|
966
|
Postage, printing and office supplies
|
|
|
1,000
|
|
|
969
|
|
|
1,966
|
|
|
1,845
|
Marketing
|
|
|
1,006
|
|
|
870
|
|
|
1,801
|
|
|
1,994
|
Communications
|
|
|
427
|
|
|
354
|
|
|
829
|
|
|
787
|
Other
noninterest expense
|
|
|
2,366
|
|
|
1,661
|
|
|
4,300
|
|
|
3,093
|
Total
noninterest expense
|
|
|
23,346
|
|
|
21,500
|
|
|
45,567
|
|
|
42,539
|
|
INCOME BEFORE INCOME TAXES
|
|
|
3,405
|
|
|
12,429
|
|
|
6,247
|
|
|
24,508
|
PROVISION FOR
INCOME TAXES
|
|
|
721
|
|
|
4,294
|
|
|
1,563
|
|
|
8,509
|
NET INCOME
|
|
$
|
2,684
|
|
$
|
8,135
|
|
$
|
4,684
|
|
$
|
15,999
|
|
Basic
earnings per share
|
|
$
|
0.17
|
|
$
|
0.52
|
|
$
|
0.30
|
|
$
|
1.03
|
Diluted
earnings per share
|
|
$
|
0.17
|
|
$
|
0.50
|
|
$
|
0.30
|
|
$
|
0.99
|
|
Weighted
average common shares
|
|
|
15,467
|
|
|
15,567
|
|
|
15,456
|
|
|
15,525
|
Weighted
average diluted shares
|
|
|
15,540
|
|
|
16,143
|
|
|
15,572
|
|
|
16,136
|
See notes to consolidated financial
statements.
- 4 -
WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CASH FLOWS
Unaudited
|
|
Six
months ended
|
|
|
June
30,
|
(Dollars in thousands)
|
|
2008
|
|
2007
|
|
|
(Restated, see note 11)
|
|
|
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
4,684
|
|
|
$
|
15,999
|
|
Adjustments to reconcile net income to net cash
|
|
|
|
|
|
|
|
|
provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation and
amortization
|
|
|
2,185
|
|
|
|
2,494
|
|
Amortization of tax credits
|
|
|
626
|
|
|
|
437
|
|
Deferred income
tax (benefit) expense
|
|
|
(6,682
|
)
|
|
|
1,795
|
|
Amortization of intangibles
|
|
|
238
|
|
|
|
302
|
|
Provision for
credit losses
|
|
|
14,725
|
|
|
|
6,300
|
|
Gains on sales of securities
|
|
|
(777
|
)
|
|
|
(96
|
)
|
Net gain on
disposal of premises and equipment
|
|
|
(6
|
)
|
|
|
(98
|
)
|
Net loss (gain) on sale of other real estate owned
|
|
|
263
|
|
|
|
(13
|
)
|
Gains on sale of
loans
|
|
|
(1,629
|
)
|
|
|
(2,271
|
)
|
Increase in cash surrender value of bank owned life
insurance
|
|
|
(445
|
)
|
|
|
(420
|
)
|
Stock based
compensation expense
|
|
|
1,101
|
|
|
|
957
|
|
Excess tax benefit from stock based compensation expense
|
|
|
-
|
|
|
|
(144
|
)
|
Decrease in
interest receivable
|
|
|
3,924
|
|
|
|
157
|
|
Decrease (increase) in other assets
|
|
|
3,882
|
|
|
|
(4,704
|
)
|
Origination of
loans held for sale
|
|
|
(36,895
|
)
|
|
|
(51,332
|
)
|
Proceeds from sales of loans held for sale
|
|
|
37,345
|
|
|
|
55,787
|
|
(Decrease)
increase in interest payable
|
|
|
(546
|
)
|
|
|
206
|
|
Decrease in other liabilities
|
|
|
(15,871
|
)
|
|
|
(279
|
)
|
Decrease (increase) in trading assets
|
|
|
320
|
|
|
|
(628
|
)
|
Net cash provided by operating activities
|
|
|
6,442
|
|
|
|
24,449
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Proceeds from
maturities of available for sale securities
|
|
|
20,812
|
|
|
|
73,225
|
|
Proceeds from sales of available for sale securities
|
|
|
30,898
|
|
|
|
833
|
|
Purchase of
available for sale securities
|
|
|
(31,678
|
)
|
|
|
(15,353
|
)
|
Purchase of Federal Home Loan Bank stock
|
|
|
(4,287
|
)
|
|
|
-
|
|
Loans made to
customers greater than principal collected on loans
|
|
|
(34,566
|
)
|
|
|
(196,073
|
)
|
Investments in tax credits
|
|
|
(430
|
)
|
|
|
-
|
|
Proceeds from
the sale of premises and equipment
|
|
|
-
|
|
|
|
350
|
|
Proceeds from the sale of other real estate owned
|
|
|
3,185
|
|
|
|
360
|
|
Capital
expenditures on other real estate owned
|
|
|
(462
|
)
|
|
|
-
|
|
Capital expenditures on premises and equipment
|
|
|
(1,958
|
)
|
|
|
(2,960
|
)
|
Net cash used in investing activities
|
|
|
(18,486
|
)
|
|
|
(139,618
|
)
|
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
Net (decrease)
increase in demand, savings and interest
|
|
|
|
|
|
|
|
|
bearing transaction
accounts
|
|
|
(627
|
)
|
|
|
15,227
|
|
Net (decrease) increase in time deposits
|
|
|
(15,955
|
)
|
|
|
23,574
|
|
Proceeds from
issuance of junior subordinated debentures
|
|
|
-
|
|
|
|
17,500
|
|
Repayment of junior subordinated debentures
|
|
|
-
|
|
|
|
(7,500
|
)
|
Proceeds from
issuance of long-term borrowings
|
|
|
32,078
|
|
|
|
4,200
|
|
Repayment of long-term borrowings
|
|
|
-
|
|
|
|
(10,000
|
)
|
Net (decrease)
increase in short-term borrowings
|
|
|
(10,800
|
)
|
|
|
63,109
|
|
Repurchase of common stock
|
|
|
-
|
|
|
|
(474
|
)
|
Net activity in
common stock of deferred compensation plans
|
|
|
9
|
|
|
|
(60
|
)
|
Net proceeds (redemption) from issuance of common stock
|
|
|
(462
|
)
|
|
|
1,842
|
|
Excess tax
benefit from stock based compensation
|
|
|
-
|
|
|
|
144
|
|
Dividends paid and cash paid for fractional shares
|
|
|
(4,234
|
)
|
|
|
(3,779
|
)
|
Net cash provided by financing activities
|
|
|
9
|
|
|
|
103,783
|
|
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
|
|
(12,035
|
)
|
|
|
(11,386
|
)
|
CASH AND CASH
EQUIVALENTS AT BEGINNING OF PERIOD
|
|
|
113,802
|
|
|
|
93,800
|
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
|
$
|
101,767
|
|
|
$
|
82,414
|
|
See notes to consolidated financial
statements.
- 5 -
WEST COAST BANCORP
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
EQUITY
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
Other
|
|
|
|
|
|
|
Common Stock
|
|
Paid-In
|
|
Retained
|
|
Comprehensive
|
|
|
|
|
(Dollars and shares in
thousands)
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Loss
|
|
Total
|
BALANCE, January 1, 2007
|
|
15,586
|
|
|
$
|
19,482
|
|
|
$
|
71,762
|
|
|
$
|
109,952
|
|
|
$
|
(314
|
)
|
|
$
|
200,882
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,842
|
|
|
|
-
|
|
|
$
|
16,842
|
|
Other comprehensive loss, net
of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized investment/derivative
loss
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(119
|
)
|
|
|
(119
|
)
|
Other
comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(119
|
)
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
16,723
|
|
Cash dividends, $.51 per common share
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(8,002
|
)
|
|
|
-
|
|
|
|
(8,002
|
)
|
|
Issuance of common stock-stock options
|
|
162
|
|
|
|
202
|
|
|
|
2,123
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,325
|
|
Redemption of
common stock-options and restricted stock
|
|
(22
|
)
|
|
|
(28
|
)
|
|
|
(611
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(639
|
)
|
Activity in Deferred Compensation Plan
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
(82
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(84
|
)
|
Issuance of
common stock-restricted stock
|
|
74
|
|
|
|
93
|
|
|
|
(93
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Common stock repurchased and retired
|
|
(205
|
)
|
|
|
(256
|
)
|
|
|
(5,591
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,847
|
)
|
Stock based
compensation expense
|
|
-
|
|
|
|
-
|
|
|
|
2,030
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,030
|
|
Tax benefit associated with stock plans
|
|
-
|
|
|
|
-
|
|
|
|
853
|
|
|
|
-
|
|
|
|
-
|
|
|
|
853
|
|
BALANCE,
December 31, 2007
|
|
15,593
|
|
|
|
19,491
|
|
|
|
70,391
|
|
|
|
118,792
|
|
|
|
(433
|
)
|
|
|
208,241
|
|
|
Comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
4,684
|
|
|
|
-
|
|
|
$
|
4,684
|
|
Other
comprehensive loss, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized investment loss
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(3,444
|
)
|
|
|
(3,444
|
)
|
Other
comprehensive loss, net of tax
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,444
|
)
|
Comprehensive
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,240
|
|
Cash dividends, $.27 per common share
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(4,234
|
)
|
|
|
-
|
|
|
|
(4,234
|
)
|
|
Issuance of common stock-stock options
|
|
1
|
|
|
|
1
|
|
|
|
8
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9
|
|
Redemption of
common stock-options and restricted stock
|
|
(18
|
)
|
|
|
(22
|
)
|
|
|
(162
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(184
|
)
|
Activity in Deferred Compensation Plan
|
|
(2
|
)
|
|
|
(2
|
)
|
|
|
11
|
|
|
|
-
|
|
|
|
-
|
|
|
|
9
|
|
Issuance of
common stock-restricted stock
|
|
128
|
|
|
|
160
|
|
|
|
(160
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Stock based compensation expense
|
|
-
|
|
|
|
-
|
|
|
|
1,101
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,101
|
|
Tax adjustment
associated with stock plans
|
|
-
|
|
|
|
-
|
|
|
|
(287
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
(287
|
)
|
Post retirement benefit adjustment
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(387
|
)
|
|
|
-
|
|
|
|
(387
|
)
|
BALANCE, June
30, 2008
|
|
15,702
|
|
|
$
|
19,628
|
|
|
$
|
70,902
|
|
|
$
|
118,855
|
|
|
$
|
(3,877
|
)
|
|
$
|
205,508
|
|
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. The Companys
interim consolidated financial statements and related notes, including our
significant accounting policies, should be read in conjunction with the audited
financial statements and related notes, including our significant accounting
policies, contained in Bancorp's Annual Report on Form 10-K for the year ended
December 31, 2007 (2007 10-K). Other real estate owned (OREO) and FHLB stock
held at cost have been reclassified in prior periods to conform to current
presentation in the Companys consolidated balance sheet. In addition, certain
items in prior periods of the cash flow statement have been reclassified to
conform to the current presentation including OREO, premises and equipment, FHLB
stock and the classification of stock related activity in our deferred
compensation plan in the cash flow statement.
The
Company revised its loan policy on accounting for the recognition of impairment
on collateral dependent loans in the first quarter ended March 31, 2008. The
Company changed its practice of establishing specific reserves in the allowance
for loan losses associated with collateral dependent impaired loans. As a
result, the Company now charges off the amount of impairment at the time of
impairment, rather than placing the impaired loan amount in a specific reserve.
The policy also accelerated the timing of placing loans with certain
characteristics on nonaccrual status. Applying these new practices accelerated
the timing of charge-offs associated with collateral dependent impaired
loans.
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 that, in the opinion of
management, are necessary for a fair presentation of the results of the interim
periods. The results of operations and cash flows for the three and six months
ended June 30, 2008 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2008, or other future periods.
Supplemental cash flow
information.
The following table
presents supplemental cash flow information for the six months ended June 30,
2008, and 2007.
(Dollars in
thousands)
|
Six
months ended
|
|
June
30,
|
Cash paid in the
period for:
|
2008
|
|
2007
|
Interest
|
$
|
27,313
|
|
|
$
|
33,105
|
|
Income taxes
|
$
|
4,385
|
|
|
$
|
9,856
|
|
Noncash investing and financing activities:
|
|
|
|
|
|
|
|
Change in unrealized loss on
available for sale securities
|
|
|
|
|
|
|
|
and derivatives, net of tax
|
$
|
(3,444
|
)
|
|
$
|
(1,504
|
)
|
Dividends declared and accrued in other liabilities
|
$
|
2,124
|
|
|
$
|
1,894
|
|
Transfers of
loans to OREO (Restated, see note 11)
|
$
|
27,600
|
|
|
$
|
-
|
|
Other real estate owned and premises and equipment expenditures accrued in
other liabilities
|
$
|
138
|
|
|
$
|
-
|
|
Other
real estate owned
.
OREO is real property that the Bank has taken ownership of in partial or
full satisfaction of a loan or loans. OREO is recorded at the lower of the
carrying amount of the loan or fair value less estimated costs to sell. This
amount becomes the propertys new basis. Any write-downs based on the property
fair value less estimated cost to sell at the date of acquisition are charged to
the allowance for credit losses. Management periodically reviews OREO in an
effort to ensure the property is carried at the lower of its new basis or fair
value, net of estimated costs to sell. Any further OREO write-downs are charged
to other noninterest expense. Net expenses from operations of OREO properties
are included in other noninterest expense in the consolidated income statements.
- 7 -
1. BASIS OF PRESENTATION (continued)
Goodwill and Intangible Assets.
At June
30, 2008, Bancorp had $14.3 million in goodwill and other intangible assets,
that related to its acquisition of Mid-Valley Bank and are evaluated for
possible impairment on an annual basis as of April 30, or when other impairment
indicators exist. All goodwill and other intangible assets reside at the Bank
operating segment. The Company evaluated its goodwill and intangible assets as
of April 30, 2008, and subsequently at June 30, 2008, due to a further decrease
in its market capitalization, and concluded that there was no impairment at
either date under SFAS No. 142, Goodwill and Other Intangible Assets.
The impairment analysis requires
management to make highly subjective judgments. Events and factors that may
significantly affect the estimates include, among others, competitive forces,
customer behaviors and attrition, changes in revenue growth trends, cost
structures, changes in discount rates and specific industry and market
conditions. If impairment is later deemed to exist, goodwill or other intangible
assets will be written down to estimated fair value, resulting in a charge to
earnings in the period in which the write down occurs.
New
accounting pronouncements.
In September 2006,
the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standards (SFAS) No. 157, Fair Value Measurements. This statement
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value measurements. The Company adopted SFAS No. 157
on January 1, 2008. The adoption of this standard did not have a material impact
on the Company. See footnote 10 Fair Value Measurement for further
information.
In
February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. SFAS No. 159 provides entities with
an option to report certain financial assets and liabilities at fair value with
changes in fair value reported in earnings. In addition, it requires disclosures
related to an entitys election to use fair value reporting. It also requires
entities to display the fair value of those assets and liabilities for which the
entity has elected to use fair value on the face of the balance sheet. SFAS No.
159 is effective for the Company beginning January 1, 2008. The Company did not
choose to report additional assets and liabilities at fair value other than
those required to be accounted for at fair value prior to the adoption of SFAS
No. 159. Therefore, the adoption of this standard had no impact on the Company.
In
September 2006, the FASB's Emerging Issues Task Force ("EITF") reached a
consensus on EITF Issue No. 06-4, "Accounting for Deferred Compensation and
Postretirement Benefits Aspects of Endorsement Split-Dollar Life Insurance
Arrangements" ("EITF 06-4"). This addresses endorsement split-dollar life
insurance arrangements that provide a benefit to an employee that extends to
postretirement periods. In an endorsement split-dollar arrangement, the employer
owns and controls the policy, and the employer and an employee split the
insurance policy's cash surrender value and/or death benefits.
The EITF
consensus requires that the deferred compensation or postretirement benefit
aspects of an endorsement-type split-dollar life insurance arrangement be
recognized as a liability by the employer and that the obligation is not
effectively settled by the purchase of a life insurance policy. The liability
for future benefits would be recognized based on the substantive agreement with
the employee, which may be either to provide a future death benefit or to pay
for the future cost of the life insurance. The Company adopted EITF 06-4 on
January 1, 2008. In conjunction with that adoption, the Company recorded a $.4
million, net of deferred taxes, adjustment to retained earnings and a
corresponding liability of $.6 million for future postretirement benefits at
January 1, 2008. In the future the Company will record postretirement benefit
expense in salaries and employee benefits in the income statement with an
increase to liability for postretirement benefits.
- 8 -
2. STOCK PLANS AND STOCK BASED
COMPENSATION
At June
30, 2008, Bancorp had multiple stock and stock option plans. Bancorps stock
option plans include the 2002 Stock Incentive Plan (2002 Plan), the 1999 Stock
Option Plan (1999 Plan), the Combined 1991 Employee Stock Option Plan and
Non-Qualified Stock Option Plan (1991 Plan), and the 1995 Directors Stock
Option Plan (1995 Plan). No additional grants may be made under plans other
than the 2002 Plan. The 2002 Plan, which is shareholder approved, permits the
grant of stock options and restricted stock awards for up to 1.9 million shares,
of which, .2 million shares remain available for issue, of which, .05 million
may be allocated to restricted stock awards.
All stock
options have an exercise price that is equal to the closing market value of
Bancorps stock on the date the options were granted. Options granted under the
2002 Plan generally vest over a three or four year vesting period; however,
certain grants have been made that vested immediately. Stock options granted
have a 10 year maximum term. Options previously issued under the 1999 Plan or
prior plans are fully vested.
The following table presents
information on stock options outstanding for the period shown.
|
Six
months ended
|
|
June 30, 2008
|
|
|
|
|
Weighted Avg.
|
|
Common Shares
|
|
Exercise Price
|
Balance, beginning of period
|
1,311,585
|
|
|
$
|
16.97
|
Granted
|
177,500
|
|
|
|
12.73
|
Exercised
|
(981
|
)
|
|
|
9.20
|
Forfeited/Expired
|
(56,414
|
)
|
|
|
17.31
|
Balance, end of period
|
1,431,690
|
|
|
$
|
16.43
|
The
following table presents information on stock options outstanding for the
periods shown, less estimated forfeitures.
|
Six
months ended
|
|
Six
months ended
|
(Dollars in
thousands, except share and per share data)
|
June 30, 2008
|
|
June 30, 2007
|
Intrinsic value of options exercised in the period
|
$
|
2
|
|
|
$
|
2,236
|
|
Stock options vested and expected to vest:
|
|
|
|
|
|
|
Number
|
|
1,398,438
|
|
|
|
1,322,754
|
Weighted avg. exercise
price
|
$
|
16.40
|
|
|
$
|
16.95
|
Aggregate intrinsic value
|
$
|
1
|
|
|
$
|
17,784
|
Weighted avg.
contractual term of options
|
|
5.2 years
|
|
|
|
5.4 years
|
|
Stock options vested and currently exercisable:
|
|
|
|
|
|
|
Number
|
|
1,165,573
|
|
|
|
1,133,296
|
Weighted avg. exercise
price
|
$
|
16.08
|
|
|
$
|
15.45
|
Aggregate intrinsic value
|
$
|
1
|
|
|
$
|
16,937
|
Weighted avg.
contractual term of options
|
|
4.3 years
|
|
|
|
4.9 years
|
- 9 -
2. STOCK PLANS AND STOCK BASED
COMPENSATION (continued)
The following table presents
information on restricted stock outstanding for the period shown.
|
June 30, 2008
|
|
|
|
|
Weighted Avg. Market
|
|
Restricted Shares
|
|
Price at Grant
|
Balance, beginning of period
|
148,317
|
|
|
$
|
27.97
|
Granted
|
127,900
|
|
|
|
11.48
|
Vested
|
(57,278
|
)
|
|
|
26.58
|
Forfeited
|
(3,505
|
)
|
|
|
28.60
|
Balance, end of period
|
215,434
|
|
|
$
|
18.54
|
|
|
|
|
|
|
Weighted
avg. remaining recognition period
|
1.9
years
|
|
|
|
|
In the
first two quarters of 2008, the Company granted 127,900 shares of restricted
stock of which approximately 35,000 shares were granted with a clause that
requires the Company's stock price to be at a certain level to vest. The balance
of unearned compensation related to restricted stock shares as of June 30, 2008,
and June 30, 2007, was $3.8 million and $3.9 million, respectively.
The fair
value of each stock option granted is estimated on the date of grant using the
Black-Scholes based stock option valuation model. This model uses the
assumptions listed in the table below. Expected volatilities are based on
implied volatilities from Bancorps stock, historical volatility of Bancorps
stock, and other factors. Expected dividend yields are based on dividend trends
and the market price of Bancorps stock price at grant. Bancorp uses historical
data to estimate option exercises and employee terminations within the valuation
model. The risk-free rate for periods within the contractual life of the option
is based on the U.S. Treasury yield curve in effect at the time of
grant.
The
following table presents the Black-Scholes assumptions used in connection with
stock option grants in the periods shown.
|
Black-Scholes assumptions
|
|
Six
months ended
|
|
Year
ended
|
|
June 30, 2008
|
|
December 31, 2007
|
Risk Free interest rates
|
|
2.75%-3.52%
|
|
|
4.44%-4.78%
|
Expected
dividend yield
|
|
3.60%-4.14%
|
|
|
1.48%-1.66%
|
Expected lives, in years
|
|
4
|
|
|
4
|
Expected
volatility
|
|
27%
|
|
|
23%
|
Weighted avg. fair value of options granted in period
|
$
|
2.20
|
|
$
|
6.80
|
It is
Bancorps policy to issue new shares for stock option exercises and restricted
stock, rather than issue treasury shares. Bancorp expenses stock options and
restricted stock on a straight line basis over the related vesting term. The
following table presents stock-based compensation expense for the periods shown.
|
Three months ended
|
|
Six months
ended
|
|
June
30,
|
|
June
30,
|
(Dollars in
thousands, pretax)
|
2008
|
|
2007
|
|
2008
|
|
2007
|
Restricted stock expense
|
$
|
421
|
|
$
|
361
|
|
$
|
835
|
|
$
|
709
|
Stock option
expense
|
|
140
|
|
|
120
|
|
|
266
|
|
|
248
|
Total stock-based compensation expense
|
$
|
561
|
|
$
|
481
|
|
$
|
1,101
|
|
$
|
957
|
The
income tax benefit recognized in the income statement for restricted stock
compensation expense in the three and six months ended June 30, 2008, was
$160,000 and $317,000, respectively, compared to $137,000 and $269,000 for the
three and six months ended June 30, 2007, respectively.
- 10 -
2. STOCK PLANS AND STOCK BASED
COMPENSATION (continued)
The Companys tax benefits from
disqualifying dispositions for the exercise of incentive stock options, the
exercise of non-qualified stock options, and the vesting and release of
restricted stock for the three months ended June 30, 2008 and 2007, were $0 and
$.5 million, respectively. For the six months ended June 30, 2008 and 2007, the
Company recognized income tax benefits of $0 and $.7 million, respectively, when
recorded. These tax benefits lower the Companys tax liability and increase
additional paid in capital.
Cash
received from stock option exercises for the three months ended June 30, 2008
and 2007, was $0 and $.8 million, respectively. For the six months ended June
30, 2008 and 2007, the Companys cash received from stock option exercises was
$0 and $1.5 million, respectively.
3. INVESTMENT SECURITIES AVAILABLE FOR
SALE
The composition of Bancorps
investment portfolio is as follows:
|
June
30,
|
|
December 31,
|
(Dollars in
thousands)
|
2008
|
|
2007
|
Investments available for sale (At fair value)
|
|
|
|
|
|
Treasury
securities
|
$
|
209
|
|
$
|
207
|
U.S.
Government agency securities
|
|
25,445
|
|
|
61,557
|
Corporate
securities
|
|
15,280
|
|
|
19,568
|
Mortgage-backed securities
|
|
102,849
|
|
|
84,197
|
Obligations of state
and political subdivisions
|
|
83,582
|
|
|
86,106
|
Equity
and other securities
|
|
7,007
|
|
|
7,495
|
Total investment securities available for sale
|
$
|
234,372
|
|
$
|
259,130
|
As of June 30, 2008, the fair value
of the securities in the investment portfolio was $234.4 million while the
carrying, or book, value was $240.8 million, reflecting an unrealized loss in
the portfolio of $6.4 million as of that date. At December 31, 2007, the fair
value and carrying value of the securities in the investment portfolio were
$259.1 million and $259.8 million, respectively, reflecting an unrealized loss
of $.7 million.
The June 30, 2008, investment
portfolio balance of $234.4 million decreased $24.8 million from December 31,
2007. At June 30, 2008, total investment securities available for sale had a
pre-tax net unrealized loss of $6.4 million. Our US Government agency portfolio
consisted of $24.4 million of AAA rated debt and $1 million of agency debt rated
AA-.
There was
a $3.4 million unrealized loss in corporate securities at June 30, 2008. This
was associated with the decline in market value of our $13.9 million carrying
value investment in collateralized debt obligations collateralized by pools of
trust preferred securities issued primarily by banks and insurance companies.
These securities are rated A- or better and have several features that reduce
credit risk, including subordination and collateral coverage tests.
The
investment portfolio has limited direct exposure to subprime mortgages. Our
mortgage-backed security portfolio consists of $61 million of US agency backed
mortgages and $42 million of non-agency mortgages. The majority of our
non-agency mortgage-backed securities portfolio is comprised of securities
secured by 15 year fully amortizing jumbo loans. All of our non-agency
mortgage-backed securities are rated AAA or Aaa.
- 11 -
3. INVESTMENT SECURITIES AVAILABLE FOR
SALE (continued)
Included
in equity and other securities is a $2.9 million investment in Freddie Mac
preferred stock. At June 30, 2008, we had a $.8 million unrealized loss on this
investment. The market value of this investment has been volatile as the market
situation for Freddie Mac remains very fluid and lacks clarity for investors.
There are multiple scenarios for government intervention and management expects
decisions impacting the future structure of Freddie Mac to be made in the next
few months. The outcome is expected to help preferred stock investors better
assess the market value of Freddie Mac preferred stock. Based on the current
evaluation, management has concluded there is no other-than-temporary-impairment
on Freddie Mac preferred stock at June 30, 2008.
Finally,
consistent with the industry, the Company has experienced an adverse change in
the credit ratings of its securities representing obligations of state and
political subdivisions, which is comprised solely of municipal bonds. Several
municipal bond insurers were downgraded by credit rating agencies, which
impacted the municipal bonds that the Company owns. At June 30, 2008 the ratings
were: 59% AAA, 22% AA, 15% A and 4% BBB. At December 31, 2007 the ratings were:
91% AAA, 6% AA, 2% A and 1% BBB.
The
following table provides information on investment securities with 12 month or
greater continuous unrealized losses as of June 30, 2008:
(Dollars in
thousands)
|
Amortized cost of
|
|
Fair
value of
|
|
|
|
securities with an
|
|
securities with an
|
|
|
|
unrealized loss for more
|
|
unrealized loss for more
|
|
Unrealized
|
|
than 12 months
|
|
than 12 months
|
|
Gross Losses
|
Corporate securities
|
$
|
475
|
|
$
|
456
|
|
$
|
(19
|
)
|
Mortgage-backed
securities
|
|
10,928
|
|
|
10,288
|
|
|
(640
|
)
|
Obligations of state and political subdivisions
|
|
2,798
|
|
|
2,722
|
|
|
(76
|
)
|
Equity and other
securities
|
|
1,800
|
|
|
1,722
|
|
|
(78
|
)
|
Total
|
$
|
16,001
|
|
$
|
15,188
|
|
$
|
(813
|
)
|
At June
30, 2008, the Company had 12 investment securities with a book value of $16.0
million and an unrealized loss of $.8 million that have been in a continuous
unrealized loss position for more than 12 months. The Company has the ability
and intent to hold securities with a stated maturity until the value recovers.
The unrealized loss on our investment securities portfolio was substantially due
to an increase in interest rates subsequent to purchasing these securities.
Based on managements evaluation and intent, none of the unrealized losses
summarized in this table are considered other-than-temporary. In addition to
accounting and regulatory guidance, in determining whether a security is
other-than-temporarily impaired, the Company 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.
The
following table provides information on investment securities which have
unrealized losses and have been in an unrealized loss position for less than 12
months as of June 30, 2008:
(Dollars in
thousands)
|
Amortized cost of
|
|
Fair
value of
|
|
|
|
securities with an
|
|
securities with an
|
|
|
|
unrealized loss for less
|
|
unrealized loss for less
|
|
Unrealized
|
|
than 12 months
|
|
than 12 months
|
|
Gross Losses
|
U.S.
Government agency securities
|
$
|
2,158
|
|
$
|
2,135
|
|
$
|
(23
|
)
|
Corporate
securities
|
|
16,006
|
|
|
12,556
|
|
|
(3,450
|
)
|
Mortgage-backed securities
|
|
67,579
|
|
|
66,307
|
|
|
(1,272
|
)
|
Obligations of state
and political subdivisions
|
|
39,349
|
|
|
38,455
|
|
|
(894
|
)
|
Equity
and other securities
|
|
6,159
|
|
|
5,284
|
|
|
(875
|
)
|
Total
|
$
|
131,251
|
|
$
|
124,737
|
|
$
|
(6,514
|
)
|
There
were a total of 93 securities in Bancorps investment portfolio at June 30,
2008, that have been in a continuous unrealized loss position for less than 12
months, with a book value of $131.3 million and a total unrealized loss of $6.5
million. The unrealized loss on corporate securities was due to a widening of
credit spreads over the past several months particularly on the investments in
collateralized debt obligations collateralized by pools of trust preferred
securities issued primarily by banks and insurance companies. These securities
had a $13.9 million carrying value with a $10.5 million fair value at June 30,
2008. The fair value of these securities fluctuates as credit spreads and market
interest rates change. The unrealized loss on our mortgage-backed securities
portfolio was substantially due to an increase in interest rates subsequent to
purchasing these securities. The unrealized loss in equity and other securities
was primarily caused by the Banks previously disclosed investment in Freddie
Mac preferred shares. Based on managements evaluation
and intent, none of the unrealized losses
summarized in this table are considered other-than-temporary. The Company has
the ability and intent to hold debt securities until the value
recovers.
- 12 -
4. LOANS AND ALLOWANCE FOR CREDIT
LOSSES
The composition and carrying value
of Bancorps loan portfolio, excluding loans held for sale, is as follows:
(Dollars in
thousands)
|
June 30, 2008
|
|
|
December 31, 2007
|
Commercial
|
$
|
512,689
|
|
|
$
|
504,101
|
|
Real estate
construction
|
|
392,724
|
|
|
|
517,988
|
|
Real estate mortgage
|
|
377,771
|
|
|
|
330,803
|
|
Commercial real
estate
|
|
847,430
|
|
|
|
796,622
|
|
Installment and other consumer
|
|
23,102
|
|
|
|
23,155
|
|
Total
loans
|
|
2,153,716
|
|
|
|
2,172,669
|
|
Allowance for loan losses
|
|
(35,723
|
)
|
|
|
(46,917
|
)
|
Total loans,
net
|
$
|
2,117,993
|
|
|
$
|
2,125,752
|
|
The
following table presents activity in the allowance for credit losses, comprised
of the Companys allowance for loan losses and reserve for unfunded commitments,
for the three and six months ended June 30, 2008, and 2007:
|
Three months ended
|
(Dollars in
thousands)
|
June 30, 2008
|
|
June 30, 2007
|
Balance at beginning of period
|
$
|
42,454
|
|
|
$
|
24,464
|
|
Provision for
credit losses
|
|
6,000
|
|
|
|
3,500
|
|
|
Loan charge-offs
|
|
(12,753
|
)
|
|
|
(1,567
|
)
|
Loan
recoveries
|
|
1,344
|
|
|
|
99
|
|
Total allowance for credit losses, end of
period
|
$
|
37,045
|
|
|
$
|
26,496
|
|
|
Components of allowance for credit losses
|
|
|
|
|
|
|
|
Allowance for
loan losses
|
$
|
35,723
|
|
|
$
|
26,496
|
|
Reserve for unfunded commitments
|
|
1,322
|
|
|
|
-
|
|
Total allowance for credit losses
|
$
|
37,045
|
|
|
$
|
26,496
|
|
|
|
|
Six
months ended
|
(Dollars in
thousands)
|
June 30, 2008
|
|
June 30, 2007
|
Balance at beginning of period
|
$
|
54,903
|
|
|
$
|
23,017
|
|
Provision for
credit losses
|
|
14,725
|
|
|
|
6,300
|
|
|
Loan charge-offs
|
|
(34,146
|
)
|
|
|
(3,087
|
)
|
Loan
recoveries
|
|
1,563
|
|
|
|
266
|
|
Total allowance for credit losses, end of
period
|
$
|
37,045
|
|
|
$
|
26,496
|
|
Components of
allowance for credit losses
|
|
|
|
|
|
|
|
Allowance for loan losses
|
$
|
35,723
|
|
|
$
|
26,496
|
|
Reserve for
unfunded commitments
|
|
1,322
|
|
|
|
-
|
|
Total allowance for credit losses
|
$
|
37,045
|
|
|
$
|
26,496
|
|
As of
September 30, 2007, we reclassified $1.0 million of the allowance for loan
losses to a reserve for unfunded loan commitments. As a result, we are reporting
our allowance for credit losses in this report and elsewhere for ease of
comparison to prior periods and to give readers information about our entire
loan portfolio, including our unfunded commitments. The reserve for unfunded
commitments is evaluated on a quarterly basis and appropriate increases or
decreases are reflected in the provision for credit losses in the income
statement.
- 13 -
4. LOANS AND ALLOWANCE FOR CREDIT
LOSSES (continued)
The
Company revised its loan policy on accounting for the recognition of impairment
on collateral dependent loans in the quarter ended March 31, 2008. The Company
changed its practice of establishing specific reserves in the allowance for loan
losses associated with collateral dependent impaired loans. As a result, the
Company now charges off the estimated amount of impairment at the time of
impairment, rather than placing the impaired loan amount in a specific reserve.
The policy also accelerated the timing of placing loans with certain
characteristics on nonaccrual status. These new practices accelerated the
charge-offs associated with collateral dependent impaired loans in the first two
quarters of 2008.
5. EARNINGS PER SHARE
Basic
earnings per share is computed by dividing net income available to common
shareholders by the weighted average number of 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 issueable 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:
|
|
|
|
|
Per
Share
|
(Dollars and
shares in thousands, except per share data)
|
Net
Income
|
|
Weighted
Average Shares
|
|
Amount
|
|
|
|
|
Three
months
|
|
|
|
|
|
|
|
ended
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
Basic earnings
|
$
|
2,684
|
|
15,467
|
|
$
|
0.17
|
Common stock
equivalents from:
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
54
|
|
|
|
Restricted stock
|
|
|
|
19
|
|
|
|
Diluted earnings
|
$
|
2,684
|
|
15,540
|
|
$
|
0.17
|
Common
stock equivalent shares excluded due to anti-dilutive effect
|
|
|
|
1,300
|
|
|
|
|
|
|
|
|
Three
months
|
|
|
|
|
|
|
|
ended
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
|
Basic earnings
|
$
|
8,135
|
|
15,567
|
|
$
|
0.52
|
Common stock
equivalents from:
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
541
|
|
|
|
Restricted stock
|
|
|
|
35
|
|
|
|
Diluted earnings
|
$
|
8,135
|
|
16,143
|
|
$
|
0.50
|
Common
stock equivalent shares excluded due to anti-dilutive effect
|
|
|
|
129
|
|
|
|
|
|
|
|
|
Six
months
|
|
|
|
|
|
|
|
ended
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
Basic earnings
|
$
|
4,684
|
|
15,456
|
|
$
|
0.30
|
Common stock
equivalents from:
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
92
|
|
|
|
Restricted stock
|
|
|
|
24
|
|
|
|
Diluted earnings
|
$
|
4,684
|
|
15,572
|
|
$
|
0.30
|
Common
stock equivalent shares excluded due to anti-dilutive effect
|
|
|
|
1,070
|
|
|
|
|
|
|
|
|
Six
months
|
|
|
|
|
|
|
|
ended
|
|
|
|
|
|
|
|
June 30, 2007
|
|
|
|
Basic earnings
|
$
|
15,999
|
|
15,525
|
|
$
|
1.03
|
Common stock
equivalents from:
|
|
|
|
|
|
|
|
Stock options
|
|
|
|
569
|
|
|
|
Restricted stock
|
|
|
|
42
|
|
|
|
Diluted earnings
|
$
|
15,999
|
|
16,136
|
|
$
|
0.99
|
Common
stock equivalent shares excluded due to anti-dilutive effect
|
|
|
|
118
|
|
|
|
- 14 -
6. COMMITMENTS AND CONTINGENT
LIABILITIES
Bancorp
is periodically party to litigation arising in the ordinary course of business.
Based on information currently known to management, although there are
uncertainties inherent in litigation, we do not believe there is any legal
action to which Bancorp or any of its subsidiaries is a party that, individually
or in the aggregate, will have a materially adverse effect on Bancorps
financial condition and results of operations, cash flows, or liquidity.
7. COMPREHENSIVE INCOME (LOSS)
The components of comprehensive
income (loss) are as follows:
|
Three months ended
|
|
Six
months ended
|
|
June
30,
|
|
June
30,
|
(Dollars in
thousands)
|
2008
|
|
2007
|
|
2008
|
|
2007
|
Net income as reported
|
$
|
2,684
|
|
|
$
|
8,135
|
|
|
$
|
4,684
|
|
|
$
|
15,999
|
|
|
Unrealized losses on securities arising during the period
|
|
(5,158
|
)
|
|
|
(2,938
|
)
|
|
|
(4,896
|
)
|
|
|
(2,410
|
)
|
Tax
benefit
|
|
2,028
|
|
|
|
1,154
|
|
|
|
1,930
|
|
|
|
947
|
|
Net unrealized losses on securities arising during the
period
|
|
(3,130
|
)
|
|
|
(1,784
|
)
|
|
|
(2,966
|
)
|
|
|
(1,463
|
)
|
|
Less: Reclassification adjustment for gains on sales of
securities
|
|
(187
|
)
|
|
|
(96
|
)
|
|
|
(777
|
)
|
|
|
(96
|
)
|
Tax
provision
|
|
72
|
|
|
|
38
|
|
|
|
299
|
|
|
|
38
|
|
Net gains on sales of securities
|
|
(115
|
)
|
|
|
(58
|
)
|
|
|
(478
|
)
|
|
|
(58
|
)
|
|
Unrealized gains on derivatives- cash flow hedges
|
|
-
|
|
|
|
15
|
|
|
|
-
|
|
|
|
28
|
|
Tax
provision
|
|
-
|
|
|
|
(6
|
)
|
|
|
-
|
|
|
|
(11
|
)
|
Net unrealized gains on derivatives- cash flow hedges
|
|
-
|
|
|
|
9
|
|
|
|
-
|
|
|
|
17
|
|
Total
comprehensive income (loss)
|
$
|
(561
|
)
|
|
$
|
6,302
|
|
|
$
|
1,240
|
|
|
$
|
14,495
|
|
8. JUNIOR SUBORDINATED DEBT
At June
30, 2008, six wholly owned subsidiary grantor trusts established by Bancorp had
an outstanding balance of $51 million in pooled trust preferred securities. The
following table is a summary of current trust preferred securities issued by the
grantor trusts and guaranteed by Bancorp:
(Dollars in
thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred
|
|
|
|
Current stated
|
|
|
|
Next
possible
|
Issuance Trust
|
|
Issuance date
|
|
security amount
|
|
Rate type (1)
|
|
rate
|
|
Maturity date
|
|
redemption date
|
West Coast Statutory Trust III
|
|
September 2003
|
|
$
|
7,500
|
|
Fixed
|
|
6.75%
|
|
September 2033
|
|
September 2008
|
West Coast
Statutory Trust IV
|
|
March
2004
|
|
|
6,000
|
|
Fixed
|
|
5.88%
|
|
March
2034
|
|
March
2009
|
West Coast Statutory Trust V
|
|
April 2006
|
|
|
15,000
|
|
Variable
|
|
4.21%
|
|
June 2036
|
|
June 2011
|
West Coast
Statutory Trust VI
|
|
December
2006
|
|
|
5,000
|
|
Variable
|
|
4.46%
|
|
December
2036
|
|
December
2011
|
West Coast Statutory Trust VII
|
|
March 2007
|
|
|
12,500
|
|
Variable
|
|
4.33%
|
|
March 2037
|
|
March 2012
|
West Coast
Statutory Trust VIII
|
|
June 2007
|
|
|
5,000
|
|
Variable
|
|
4.16%
|
|
June 2037
|
|
June 2012
|
Total
|
|
|
|
$
|
51,000
|
|
Weighted avg.
|
|
4.83%
|
|
|
|
|
(1) The variable rate preferred
securities reprice quarterly.
- 15 -
9. SEGMENT AND RELATED INFORMATION
Bancorp
accounts for intercompany fees and services at an estimated fair value according
to regulatory requirements for the service provided. Intercompany items relate
primarily to the provision of accounting, human resources, data processing and
marketing services.
Summarized financial information concerning Bancorps reportable segments
and the reconciliation to Bancorps consolidated results are shown in the
following table. The Other column includes Bancorps trust operations and
corporate-related items, including interest expense related to trust preferred
securities. 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.
(Dollars in
thousands)
|
Three months ended June 30, 2008
|
|
Banking
|
|
Other
|
|
Intersegment
|
|
Consolidated
|
Interest income
|
$
|
35,721
|
|
$
|
24
|
|
|
$
|
-
|
|
|
$
|
35,745
|
Interest
expense
|
|
11,412
|
|
|
620
|
|
|
|
-
|
|
|
|
12,032
|
Net interest income (expense)
|
|
24,309
|
|
|
(596
|
)
|
|
|
-
|
|
|
|
23,713
|
Provision for
credit losses
|
|
6,000
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
Noninterest income
|
|
8,395
|
|
|
925
|
|
|
|
(282
|
)
|
|
|
9,038
|
Noninterest
expense
|
|
22,625
|
|
|
1,003
|
|
|
|
(282
|
)
|
|
|
23,346
|
Income (loss) before income taxes
|
|
4,079
|
|
|
(674
|
)
|
|
|
-
|
|
|
|
3,405
|
Provision
(benefit) for income taxes
|
|
984
|
|
|
(263
|
)
|
|
|
-
|
|
|
|
721
|
Net
income (loss)
|
$
|
3,095
|
|
$
|
(411
|
)
|
|
$
|
-
|
|
|
$
|
2,684
|
|
Depreciation and amortization
|
$
|
1,119
|
|
$
|
5
|
|
|
$
|
-
|
|
|
$
|
1,124
|
Assets
|
$
|
2,618,480
|
|
$
|
19,338
|
|
|
$
|
(4,892
|
)
|
|
$
|
2,632,926
|
Loans, net
|
$
|
2,117,993
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,117,993
|
Deposits
|
$
|
2,082,385
|
|
$
|
-
|
|
|
$
|
(4,135
|
)
|
|
$
|
2,078,250
|
Equity
|
$
|
241,841
|
|
$
|
(36,333
|
)
|
|
$
|
-
|
|
|
$
|
205,508
|
|
|
(Dollars in
thousands)
|
Three months ended June 30, 2007
|
|
Banking
|
|
Other
|
|
Intersegment
|
|
Consolidated
|
Interest income
|
$
|
46,118
|
|
$
|
30
|
|
|
$
|
-
|
|
|
$
|
46,148
|
Interest
expense
|
|
16,302
|
|
|
1,122
|
|
|
|
-
|
|
|
|
17,424
|
Net interest income (expense)
|
|
29,816
|
|
|
(1,092
|
)
|
|
|
-
|
|
|
|
28,724
|
Provision for
credit losses
|
|
3,500
|
|
|
-
|
|
|
|
-
|
|
|
|
3,500
|
Noninterest income
|
|
7,987
|
|
|
955
|
|
|
|
(237
|
)
|
|
|
8,705
|
Noninterest
expense
|
|
20,787
|
|
|
950
|
|
|
|
(237
|
)
|
|
|
21,500
|
Income (loss) before income taxes
|
|
13,516
|
|
|
(1,087
|
)
|
|
|
-
|
|
|
|
12,429
|
Provision
(benefit) for income taxes
|
|
4,718
|
|
|
(424
|
)
|
|
|
-
|
|
|
|
4,294
|
Net
income (loss)
|
$
|
8,798
|
|
$
|
(663
|
)
|
|
$
|
-
|
|
|
$
|
8,135
|
|
Depreciation and amortization
|
$
|
1,474
|
|
$
|
6
|
|
|
$
|
-
|
|
|
$
|
1,480
|
Assets
|
$
|
2,579,387
|
|
$
|
13,510
|
|
|
$
|
(8,498
|
)
|
|
$
|
2,584,399
|
Loans, net
|
$
|
2,114,446
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,114,446
|
Deposits
|
$
|
2,052,908
|
|
$
|
-
|
|
|
$
|
(7,755
|
)
|
|
$
|
2,045,153
|
Equity
|
$
|
247,769
|
|
$
|
(33,906
|
)
|
|
$
|
-
|
|
|
$
|
213,863
|
- 16 -
9.
SEGMENT AND RELATED INFORMATION (continued)
(Dollars in
thousands)
|
Six months ended June 30, 2008
|
|
Banking
|
|
Other
|
|
Intersegment
|
|
Consolidated
|
Interest income
|
$
|
74,022
|
|
$
|
35
|
|
|
$
|
-
|
|
|
$
|
74,057
|
Interest
expense
|
|
25,352
|
|
|
1,415
|
|
|
|
-
|
|
|
|
26,767
|
Net interest income (expense)
|
|
48,670
|
|
|
(1,380
|
)
|
|
|
-
|
|
|
|
47,290
|
Provision for
credit losses
|
|
14,725
|
|
|
-
|
|
|
|
-
|
|
|
|
14,725
|
Noninterest income
|
|
17,984
|
|
|
1,836
|
|
|
|
(571
|
)
|
|
|
19,249
|
Noninterest
expense
|
|
44,133
|
|
|
2,005
|
|
|
|
(571
|
)
|
|
|
45,567
|
Income (loss) before income taxes
|
|
7,796
|
|
|
(1,549
|
)
|
|
|
-
|
|
|
|
6,247
|
Provision
(benefit) for income taxes
|
|
2,167
|
|
|
(604
|
)
|
|
|
-
|
|
|
|
1,563
|
Net
income (loss)
|
$
|
5,629
|
|
$
|
(945
|
)
|
|
$
|
-
|
|
|
$
|
4,684
|
|
Depreciation and amortization
|
$
|
2,175
|
|
$
|
10
|
|
|
$
|
-
|
|
|
$
|
2,185
|
Assets
|
$
|
2,618,480
|
|
$
|
19,338
|
|
|
$
|
(4,892
|
)
|
|
$
|
2,632,926
|
Loans, net
|
$
|
2,117,993
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,117,993
|
Deposits
|
$
|
2,082,385
|
|
$
|
-
|
|
|
$
|
(4,135
|
)
|
|
$
|
2,078,250
|
Equity
|
$
|
241,841
|
|
$
|
(36,333
|
)
|
|
$
|
-
|
|
|
$
|
205,508
|
|
|
|
(Dollars in
thousands)
|
Six months ended June 30, 2007
|
|
Banking
|
|
Other
|
|
Intersegment
|
|
Consolidated
|
Interest income
|
$
|
89,863
|
|
$
|
57
|
|
|
$
|
-
|
|
|
$
|
89,920
|
Interest
expense
|
|
31,472
|
|
|
1,839
|
|
|
|
-
|
|
|
|
33,311
|
Net interest income (expense)
|
|
58,391
|
|
|
(1,782
|
)
|
|
|
-
|
|
|
|
56,609
|
Provision for
credit losses
|
|
6,300
|
|
|
-
|
|
|
|
-
|
|
|
|
6,300
|
Noninterest income
|
|
15,382
|
|
|
1,824
|
|
|
|
(468
|
)
|
|
|
16,738
|
Noninterest
expense
|
|
41,164
|
|
|
1,843
|
|
|
|
(468
|
)
|
|
|
42,539
|
Income (loss) before income taxes
|
|
26,309
|
|
|
(1,801
|
)
|
|
|
-
|
|
|
|
24,508
|
Provision
(benefit) for income taxes
|
|
9,212
|
|
|
(703
|
)
|
|
|
-
|
|
|
|
8,509
|
Net
income (loss)
|
$
|
17,097
|
|
$
|
(1,098
|
)
|
|
$
|
-
|
|
|
$
|
15,999
|
|
Depreciation and amortization
|
$
|
2,482
|
|
$
|
12
|
|
|
$
|
-
|
|
|
$
|
2,494
|
Assets
|
$
|
2,579,387
|
|
$
|
13,510
|
|
|
$
|
(8,498
|
)
|
|
$
|
2,584,399
|
Loans, net
|
$
|
2,114,446
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
2,114,446
|
Deposits
|
$
|
2,052,908
|
|
$
|
-
|
|
|
$
|
(7,755
|
)
|
|
$
|
2,045,153
|
Equity
|
$
|
247,769
|
|
$
|
(33,906
|
)
|
|
$
|
-
|
|
|
$
|
213,863
|
- 17 -
10.
FAIR VALUE MEASUREMENT
SFAS No.
157, Fair Value Measurements defines fair value and establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. The following definitions
describe the categories used in the tables presented under Fair Value
Measurement.
-
Quoted prices
in active markets for identical assets (Level 1): Inputs that are quoted
unadjusted prices in active markets for identical assets that the Company has
the ability to access at the measurement date. An active market for the asset
is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing
basis.
-
Other observable inputs (Level 2): Inputs that
reflect the assumptions market participants would use in pricing the asset or
liability developed based on market data obtained from sources independent of
the reporting entity including quoted prices for similar assets, quoted prices
for securities in inactive markets and inputs derived principally from or
corroborated by observable market data by correlation or other means.
-
Significant unobservable inputs (Level 3): Inputs
that reflect the reporting entity's own assumptions about the assumptions
market participants would use in pricing the asset or liability developed
based on the best information available in the circumstances.
Financial
instruments are broken down in the tables that follow by recurring or
nonrecurring measurement status. Recurring assets are initially measured at fair
value and are required to be remeasured at fair value in the financial
statements at each reporting date. Assets measured on a nonrecurring basis are
assets that due to an event or circumstance were required to be remeasured at
fair value after initial recognition in the financial statements at some time
during the reporting period.
The following table presents fair
value measurements for assets that are measured at fair value on a recurring
basis subsequent to initial recognition.
|
|
|
|
|
Fair value measurements at June 30,
2008, using
|
|
|
|
|
Quoted prices in active
|
|
Other
observable
|
|
Significant unobservable
|
|
|
Total
fair value
|
|
markets for identical assets
|
|
inputs
|
|
inputs
|
(Dollars in
thousands)
|
|
June 30, 2008
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Trading assets
|
|
$
|
1,262
|
|
$
|
1,262
|
|
$
|
-
|
|
$
|
-
|
Available for
sale securities
|
|
|
234,372
|
|
|
217
|
|
|
223,137
|
|
|
11,018
|
Total recurring assets measured at
fair value
|
|
$
|
235,634
|
|
$
|
1,479
|
|
$
|
223,137
|
|
$
|
11,018
|
The following table represents a
reconciliation from the beginning of the period to end of the period of level
three instruments, for assets that are measured at fair value on a recurring
basis.
|
Available for sale
|
(Dollars in
thousands)
|
securities
|
Fair value, December 31, 2007
|
$
|
13,948
|
|
Losses included in other comprehensive income (loss)
|
|
(1,918
|
)
|
Fair value, March 31, 2008
|
|
12,030
|
|
Losses included in other comprehensive income (loss)
|
|
(1,012
|
)
|
Fair value, June 30, 2008
|
$
|
11,018
|
|
The
following method was used to estimate the fair value of each class of financial
instrument above:
Trading assets
Trading assets held at June 30, 2008 are related solely to
bonds, equity securities and mutual funds held in a Rabbi Trust for benefit of
the Companys deferred compensation plans. Fair values for trading assets are
based on quoted market prices.
Available for Sale
Securities
-
Fair values for available for
sale securities are based on quoted market prices when available or through the
use of alternative approaches, such as matrix or model pricing or indicators
from market makers, when market quotes are not readily accessible or available.
- 18 -
10.
FAIR VALUE MEASUREMENT (continued)
Certain
assets and liabilities are measured at fair value on a nonrecurring basis after
initial recognition such as loans held for sale, loans measured for impairment,
and OREO. During the second quarter 2008, certain loans held for sale were
subject to the lower of cost or market method of accounting. However, there were
no impairments recognized on loans held for sale in the second quarter of 2008.
During the second quarter 2008, certain loans included in Bancorps loan
portfolio were deemed impaired in accordance with SFAS No. 114. OREO that was
taken into possession during the second quarter of 2008 was measured at fair
market value less sales expense. In addition, during the second quarter, certain
properties were written down $.2 million to reflect additional decreases in
their fair market value after initial recognition when placed into OREO.
There
were no nonrecurring level one or two fair value measurements in the second
quarter of 2008. The following table represents the level three fair value
measurements for nonrecurring assets.
(Dollars in
thousands)
|
Impairment
|
|
Fair Value
|
Loans held for sale
|
$
|
-
|
|
$
|
4,366
|
Loans measured
for impairment
|
|
9,847
|
|
|
44,579
|
OREO
|
|
245
|
|
|
22,239
|
Total nonrecurring assets measured at
fair value
|
$
|
10,092
|
|
$
|
71,184
|
The following methods were used to
estimate the fair value of each class of financial instrument above:
Loans held for
sale
- Loans held for sale are carried at the lower of cost or market utilizing the quoted market price. When a
loan is sold, the gain is recognized in the consolidated statement of income as
the proceeds less the book value of the loan including unamortized fees and
capitalized direct costs.
Impaired loans
- A loan is considered
to be impaired when, based on current information and events, it is probable
that the Company will be unable to collect all amounts due (both interest and
principal) according to the contractual terms of the loan agreement. 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 market value of the collateral
less sales expenses if the loan is collateral dependent. A significant portion
of the Banks impaired loans are measured using the fair market value of the
collateral less sales expenses.
Other real estate
owned
- OREO is real property that the Bank has taken ownership of in partial
or full satisfaction of a loan or loans. OREO is recorded at the lower of the
carrying amount of the loan or fair value less estimated costs to sell. This
amount becomes the propertys new basis. Any write-downs based on the property
fair value less estimated cost to sell at the date of acquisition are charged to
the allowance for credit losses. Management periodically reviews OREO in an
effort to ensure the property is carried at the lower of its new basis or fair
value, net of estimated costs to sell.
The Company did not have any
transfers between level 1, level 2, or level 3 instruments. In addition, the
Company had no changes in valuation techniques for recurring and nonrecurring
assets measured at fair value from the year ended December 31, 2007.
- 19 -
11.
RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS
Subsequent to the issuance of Bancorps Consolidated Financial Statements
for the three and six months ended June 30, 2008, it was determined that its
Consolidated Statement of Cash Flows contained an error relating to the transfer
of loans to OREO. As a result, Bancorp has restated the accompanying
Consolidated Statement of Cash Flows and supplemental cash flow information
included in Note 1 of the Notes to Consolidated Financial Statements for the six
months ended June 30, 2008.
This
transfer of loans to OREO was incorrectly reflected as a cash flows activity
resulting in the overstatement of both net cash used in operating activities and
net cash provided by investing activities of $27.6 million for the six months
ended June 30, 2008. Such transfers were a noncash item that should have only
been disclosed as such in the Supplemental Cash Flow Information provided in
Note 1 of the Notes to Consolidated Financial Statements.
The
restatement does not affect Bancorps Consolidated Balance Sheets, Consolidated
Income Statements, or Consolidated Statements of Changes in Stockholders Equity
for any period. Accordingly, Bancorps historical net income, earnings per
share, total assets, and cash and cash equivalents remain unchanged.
The effects of the restatement on the individual line items of
the Consolidated Statements of Cash Flows for the six months ended June 30, 2008
are as follows:
(dollars in thousands)
|
|
As Previously Presented
|
|
Adjustments
|
|
As Restated
|
Increase in other real estate owned
|
|
$
|
(27,600
|
)
|
|
$
|
27,600
|
|
|
$
|
-
|
|
Net cash (used
in) provided by operating activities
|
|
|
(21,158
|
)
|
|
|
27,600
|
|
|
|
6,442
|
|
Loans made to customers greater than principal collected on
loans
|
|
|
(6,966
|
)
|
|
|
(27,600
|
)
|
|
|
(34,566
|
)
|
Net cash
provided by (used in) investing activities
|
|
|
9,114
|
|
|
|
(27,600
|
)
|
|
|
(18,486
|
)
|
- 20 -
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our
disclosure controls and procedures are designed to ensure that information the
Company must disclose in its reports filed or submitted under the Securities
Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed,
summarized, and reported on a timely basis. Our management has evaluated, with
the participation and under the supervision of our chief executive officer
(CEO) and chief financial officer (CFO), the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the
Exchange Act) as of the end of the period covered by this report. Based on this
evaluation, our CEO and CFO have concluded that, as of such date, the Companys
disclosure controls and procedures were not effective because of the material weakness in our internal control
over financial reporting, as described below.
Material Weakness
A
material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the companys annual or interim financial
statements will not be prevented or detected on a timely basis.
In
preparing our Consolidated Statement of Cash Flows for the nine months ended
September 30, 2008, we discovered as part of our review and analysis process
that our previously issued Consolidated Statement of Cash Flows for the six
months ended June 30, 2008 contained a cash flows presentation error relating to
loans transferred to OREO. As a result of this cash flows presentation error, on November 6, 2008,
management recommended to the Company's Audit Committee that the previously
issued financial statements be restated to properly reflect the cash flows.
The Audit Committee concurred with managements recommendation
and concluded that the Financial Statements should be restated. See Note 11 of Notes to Consolidated Financial
Statements in Item 1 above for a discussion of the
restatement.
As a
result of the restatement described above, our management has determined that,
during the period covered by this quarterly report on Form 10-Q/A, the Company
had a material weakness in our internal control over financial reporting, that
existed as of June 30, 2008. Specifically, the Companys established processes
for review of the Consolidated Statement of Cash Flows intended to result in the
proper identification and classification of cash flows for the period reviewed
failed to identify the inappropriate inclusion of noncash entries related to the
increase of OREO. Accordingly, controls related to the preparation of the
Statement of Cash Flows were not effective as of June 30, 2008. As a result of
this material weakness, the Company is filing this report on Form 10-Q/A to
restate its Consolidated Statement of Cash Flows for the quarter ended June 30,
2008.
Remediation Steps to Address Material Weakness
The
Company has since taken steps to correct the control deficiency noted above,
including evaluation and confirmation of the effectiveness of the review process
for the Companys financial statements in subsequent periods and the enhancement
of the technical competencies of personnel performing these review controls.
Changes in Internal Control Over
Financial Reporting
During
the second quarter 2008, the Company finalized and implemented changes in its
internal control over financial reporting that are designed to timely identify
impaired loans for non-accrual status, calculate applicable reversal of
previously capitalized interest for impaired loans, and calculate charge-offs
resulting from the recorded impairment. These controls include manual review and
attestation steps designed to identify loans for impairment, place them on
non-accrual, and calculate associated capitalized interest reversals and
impaired loan charge-offs. To support these control steps, redundant controls
over these financial reporting controls were also implemented. Specifically,
secondary review processes, whereby an independent verification of the manual
steps described above is performed and documented, were implemented to maximize
the accuracy and completeness in performing the described control activities and
properly record the results of these activities into the Company's applicable
loan processing and financial reporting systems.
- 21 -
PART II: OTHER
INFORMATION
Item 6. Exhibits
|
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.
|
- 22 -
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: November 6,
2008
|
/s/ Robert D. Sznewajs
|
|
Robert D.
Sznewajs
|
|
President and Chief
Executive Officer
|
|
|
|
Dated: November 6,
2008
|
/s/ Anders Giltvedt
|
|
Anders
Giltvedt
|
|
Executive Vice President
and Chief Financial Officer
|
- 23 -
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