In July 2000, the Company announced a corporate stock repurchase program that was expanded in September 2000, September 2001, September 2002, and again in April 2004. Under this plan, the Company may buy up to 3.88 million shares of the Company’s common stock, including completed purchases. The Company anticipates using existing funds, future net income, and/or long-term borrowings to finance future repurchases. During the first three months of 2007, the Company repurchased 15,000 common shares pursuant to its corporate stock repurchase program and redeemed 6,453 shares related to its stock option and restricted stock plans. Total shares available for repurchase under the Company’s stock repurchase program were 242,000 at March 31, 2007.
Please also see discussion of stock repurchase activity during the quarter ended March 31, 2007, under Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds” below.
Liquidity and Sources of Funds
The Company’s primary sources of funds are customer deposits, maturities of investment securities, sales of "Available for Sale" securities, loan sales, loan repayments, net income, advances from the Federal Home Loan Bank (“FHLB”), and the use of Federal Funds markets. The Company specifically relies on dividends from the Bank and proceeds from the issuance of trust preferred securities to fund dividends to stockholders and stock repurchases.
Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and unscheduled loan prepayments are not. Deposit inflows and unscheduled loan prepayments are influenced by general interest rate levels, interest rates available on other investments, competition, economic conditions, and other factors.
Deposits are the primary source of new funds. Total deposits were $2.03 billion at March 31, 2007, up from $2.01 billion at December 31, 2006. While brokered deposits may be used in the future, we have none outstanding at March 31, 2007. We attempt to attract deposits in our market areas through competitive pricing and delivery of quality products.
At March 31, 2007, six wholly-owned subsidiary grantor trusts established by the Company had issued and outstanding, $53.5 million of trust preferred securities. On March 29, 2007, Bancorp issued, through a wholly-owned subsidiary grantor trust established by Bancorp, $12.5 million of trust preferred securities. The trust used the net proceeds from the offering to purchase a like amount of the junior subordinated debentures of the Company. The interest rate on this $12.5 million of trust preferred securities and Debentures will adjust on a quarterly basis at a spread over the three month London Interbank Offered Rate (“Libor”). The trust preferred securities and Debentures will mature on March 15, 2037. For a further discussion of the amount and terms of other issuances of pooled trust preferred securities, see Bancorp’s 2006 10-K under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Sources of Funds.”
Management expects to continue relying on customer deposits, cash flow from investment securities, sales of "Available for Sale" securities, loan sales, loan repayments, net income, Federal Funds markets, advances from the FHLB, and other borrowings to provide liquidity. Management may also consider engaging in further offerings of trust preferred securities if the opportunity presents an attractive means of raising funds in the future. Although deposit balances at times have shown historical growth, such balances may be influenced by changes in the financial services industry, interest rates available on other investments, general economic conditions, competition, customer management of cash resources and other factors. Borrowings may be used on a short-term and long-term basis to compensate for reductions in other sources of funds. Borrowings may also be used on a long-term basis to support expanded lending activities and to match maturities, duration, or repricing intervals of assets. The sources of such funds may include, but are not limited to, Federal Funds purchased, reverse repurchase agreements and borrowings from the FHLB.
31
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There has not been any material change in the market risk disclosure from that contained in the Company’s 2006 10-K for the fiscal year ended December 31, 2006.
Item 4. Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information the Company must disclose in its reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized, and reported on a timely basis. Our management has evaluated, with the participation and under the supervision of our chief executive officer (“CEO”) and chief financial officer (“CFO”), the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO have concluded that, as of such date, the Company’s disclosure controls and procedures are effective in ensuring that information relating to the Company, including its consolidated subsidiaries, required to be disclosed in reports that it files under the Exchange Act is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
No change in the Company’s internal control over financial reporting occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
32
PART II: OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable
Item 1A. Risk Factors
There has not been any material change in the risk factors disclosure from that contained in the Company’s Form 10-K for the fiscal year ended December 31, 2006.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) | | The following table provides information about repurchases of common stock by the Company during the quarter ended March 31, 2007: |
|
| | | | | | Total Number of Shares | | |
| | | | | | Purchased as Part of Publicly | | Maximum Number of Shares Remaining |
| | Total Number of Shares | | Average Price Paid | | Announced Plans or Programs | | at Period End that May Be Purchased |
Period | | Purchased (1) | | per Share | | (2) | | Under the Plans or Programs |
1/1/07 - 1/31/07 | | 13,047 | | $15.81 | | 13,000 | | 243,821 |
2/1/07 - 2/28/07 | | 2,146 | | $16.41 | | 2,000 | | 241,821 |
3/1/07 - 3/31/07 | | 6,260 | | $30.37 | | - | | 241,821 |
Total for quarter | | 21,453 | | | | 15,000 | | |
| (1) | | Shares repurchased by Bancorp during the quarter include: (a) shares repurchased pursuant to the Company’s corporate stock repurchase program publicly announced in July 2000 (the “Repurchase Program”) and described in footnote 2 below, and (b) shares repurchased from employees in connection with stock option swap exercises and cancellation of restricted stock to pay withholding taxes totaling 47 shares, 146 shares, and 6,260 shares, respectively, for the periods indicated. |
| |
| (2) | | Under the Repurchase Program, the board of directors originally authorized the Company to repurchase up to 330,000 common shares, which amount was increased by 550,000 shares in September 2000, by 1.0 million shares in September 2001, by 1.0 million shares in September 2002, and by 1.0 million shares in April 2004, for a total authorized repurchase amount as of March 31, 2007, of approximately 3.9 million shares. |
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None
33
Item 6. Exhibits
| Exhibit No. | | Exhibit | |
| 10.1 | | Change in Control Agreement effective as of March 5, 2007, among Bancorp, the Bank and Hadley S. Robbins, including addendum. |
| | | |
| 10.2 | | Supplemental Executive Retirement Plan effective as of April 1, 2007, adopted by Bancorp, the Bank and Hadley S. Robbins, including addendum. |
| |
| 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. |
34
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WEST COAST BANCORP |
| (Registrant) |
|
|
|
Dated: May 2, 2007 | /s/ Robert D. Sznewajs |
| Robert D. Sznewajs |
| Chief Executive Officer and President |
|
|
|
Dated: May 2, 2007 | /s/ Anders Giltvedt |
| Anders Giltvedt |
| Executive Vice President and Chief Financial Officer |
35