UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 -------------------------------------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------------- ---------------------- Commission File Number: 0-28938 ---------------------------------------------------------- Coast Bancorp - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 77-0401327 - -------------------------------------------------------------------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 740 Front Street Santa Cruz, California 95060 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (408) 458-4500 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) Not Applicable - -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) 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), /X/ Yes / / No and (2) has been subject to such filing requirements for the past 90 days. / / Yes /X/ No APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. / / Yes / / No No. of shares of Common Stock outstanding on September 30, 1996: 2,209,659 --------- COAST BANCORP CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, DECEMBER 31, --------------- --------------- (unaudited) ASSETS 1996 1995 --------------- --------------- Cash and due from banks $ 18,953,000 $ 18,956,000 Federal funds sold 21,000,000 7,000,000 --------------- --------------- Total cash and equivalents 39,953,000 25,956,000 Securities: Available-for-sale, at fair value (amortized cost - 1996 $61,208,000, 1995 $64,080,000) 60,926,000 64,888,000 Held-to-maturity, at amortized cost (fair value - 1996 $5,974,000, 1995 $6,256,000) 5,917,000 6,099,000 Loans: Commercial 34,354,000 34,263,000 Real estate - construction 14,726,000 14,008,000 Real estate - term 62,332,000 50,580,000 Installment and other 7,839,000 7,989,000 --------------- -------------- Total loans 119,251,000 106,840,000 Unearned income (1,736,000) (1,631,000) Allowance for credit losses (3,099,000) (2,478,000) --------------- -------------- Net loans 114,416,000 102,731,000 Bank premises and equipment - net 2,046,000 2,408,000 Other real estate owned 903,000 830,000 Accrued interest receivable and other assets 6,131,000 4,756,000 --------------- -------------- TOTAL ASSETS $230,292,000 $207,668,000 --------------- -------------- --------------- -------------- LIABILITIES AND EQUITY LIABILITIES: Deposits: Noninterest-bearing demand $ 52,562,000 $ 49,575,000 Interest-bearing demand 71,249,000 74,944,000 Savings 32,817,000 17,385,000 Time 24,459,000 22,142,000 --------------- -------------- Total deposits 181,087,000 164,046,000 Securities sold under agreements to repurchase 24,525,000 20,000,000 Accrued expenses and other liabilities 2,602,000 2,638,000 --------------- -------------- Total liabilities 208,214,000 186,684,000 STOCKHOLDERS' EQUITY: Preferred stock - no par value; 10,000,000 shares authorized; no shares issued - - Common stock - no par value; 20,000,000 shares authorized; shares outstanding: 2,209,659 in 1996, 2,257,899 in 1995 11,041,000 11,282,000 Retained earnings 11,200,000 9,230,000 Net unrealized gain (loss) on available-for-sale securities (163,000) 472,000 --------------- -------------- Total stockholders' equity 22,078,000 20,984,000 --------------- -------------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $230,292,000 $207,668,000 --------------- -------------- --------------- -------------- See notes to unaudited consolidated financial statements -1- COAST BANCORP CONSOLIDATED INCOME STATEMENTS THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30, -------------------------------- ------------------------------- (unaudited) (unaudited) (unaudited) (unaudited) 1996 1995 1996 1995 ------------ ----------- ---------- ---------- Interest Income: Loans, including fees $ 3,166,000 $ 3,025,000 $9,474,000 $8,754,000 Federal funds sold 281,000 242,000 576,000 519,000 Securities: Taxable 1,019,000 805,000 3,112,000 2,243,000 Nontaxable 84,000 89,000 253,000 274,000 ------------ ----------- ----------- ---------- Total interest income 4,550,000 4,161,000 13,415,000 11,790,000 Interest expense: Deposits 870,000 752,000 2,525,000 2,201,000 Other borrowings 360,000 174,000 1,015,000 521,000 ------------ ----------- ----------- ---------- Total interest expense 1,230,000 926,000 3,540,000 2,722,000 ------------ ----------- ----------- ---------- Net interest income 3,320,000 3,235,000 9,875,000 9,068,000 Provision for credit losses 225,000 225,000 675,000 675,000 ------------ ----------- ----------- ---------- Net interest income after provision for credit losses 3,095,000 3,010,000 9,200,000 8,393,000 Noninterest income: Customer service fees 457,000 403,000 1,313,000 1,148,000 Gain on sale of loans 405,000 118,000 1,174,000 515,000 Loan servicing fees 251,000 224,000 706,000 655,000 Gain on sale of other real estate owned - 42,000 - 42,000 Gain on sale of bank premises and equipment - - - 13,000 Gains (losses) on securities transactions - (35,000) 66,000 (48,000) Other 144,000 113,000 405,000 326,000 ------------ ----------- ----------- ---------- Total noninterest income 1,257,000 865,000 3,664,000 2,651,000 Noninterest expenses: Salaries and benefits 1,292,000 1,235,000 3,910,000 3,684,000 Equipment 291,000 261,000 857,000 765,000 Occupancy 237,000 229,000 687,000 672,000 Insurance 38,000 18,000 91,000 230,000 Stationery and postage 94,000 72,000 297,000 216,000 Legal fees 30,000 72,000 45,000 174,000 Other 672,000 529,000 1,857,000 1,558,000 ------------ ----------- ----------- ---------- Total noninterest expenses 2,654,000 2,416,000 7,744,000 7,299,000 ------------ ----------- ----------- ---------- Income before income taxes 1,698,000 1,459,000 5,120,000 3,745,000 Provision for income taxes 679,000 577,000 2,033,000 1,461,000 ------------ ----------- ----------- ---------- Net income $ 1,019,000 $ 882,000 $ 3,087,000 $2,284,000 ------------ ----------- ----------- ---------- -------------------------------------------------------------- NET INCOME PER COMMON AND EQUIVALENT SHARE $ .46 $ .38 $ 1.38 $ 1.00 -------------------------------------------------------------- -------------------------------------------------------------- See notes to unaudited consolidated financial statements -2- COAST BANCORP CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, ------------------------------- 1996 1995 ------------- --------------- (unaudited) (unaudited) CASH FLOWS FROM OPERATIONS: Net income $ 3,087,000 $ 2,284,000 Adjustments to reconcile net income to net cash provided by operations: Provision for credit losses 675,000 675,000 Depreciation and amortization 16,000 (216,000) Gain on sale of property - (13,000) Losses (gains) on securities transactions (66,000) 48,000 Deferred income taxes (514,000) (435,000) Proceeds from loan sales 34,942,000 20,310,000 Origination of loans held for sale (34,911,000) (22,647,000) Accrued interest receivable and other assets (479,000) 1,231,000 Accrued expenses and other liabilities (36,000) (220,000) Increase in unearned income 850,000 693,000 ----------- ----------- Net cash provided by operations 3,564,000 1,710,000 ----------- ----------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sales of available-for-sale securities 4,846,000 5,710,000 Proceeds from maturities of investment securities 14,468,000 6,320,000 Purchases of investment securities (16,348,000) (33,371,000) Net increase in loans (12,496,000) (4,848,000) Purchases of bank premises and equipment (245,000) (293,000) Proceeds from disposals of bank premises and equipment - 26,000 ----------- ----------- Net cash used in investing activities (9,775,000) (26,456,000) ----------- ----------- CASH FLOWS FROM FINANCING ACTIVITIES: Net proceeds from securities sold under agreements to repurchase 4,525,000 11,000,000 Net increase in deposits 17,041,000 9,236,000 Payment of cash dividends (668,000) (616,000) Repurchase of common stock (690,000) - ----------- ----------- Net cash provided by financing activities 20,208,000 19,620,000 ----------- ----------- Net increase (decrease) in cash and cash equivalents 13,997,000 (5,126,000) ----------- ----------- Cash and equivalents, beginning of period 25,956,000 30,723,000 ----------- ----------- Cash and equivalents, end of period $39,953,000 $25,597,000 ----------- ----------- ----------- ----------- OTHER CASH FLOW INFORMATION - CASH PAID DURING THE PERIOD FOR: Interest $ 4,403,000 $ 3,202,000 Income taxes 2,710,000 1,719,000 NON-CASH INVESTING AND FINANCING TRANSACTIONS: Additions to other real estate owned $ 98,000 - See notes to unaudited consolidated financial statements -3- COAST BANCORP NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NINE MONTHS ENDED SEPTEMBER 30, 1996 and 1995 - -------------------------------------------------------------------------------- 1. BASIS OF PRESENTATION - These financial statements reflect, in management's opinion, all adjustments, consisting of adjustments of a normal recurring nature, which are necessary for a fair presentation of Coast Bancorp's financial position and results of operations and cash flows for the periods presented. The results of interim periods are not necessarily indicative of results of operations expected for a full year. These financial statements should be read in conjuction with the audited financial statements for 1995 included in the Company's Form 10. NET INCOME PER COMMON AND EQUIVALENT SHARE - Net income per common and equivalent share is computed using the weighted average shares outstanding plus the dilutive effect of stock options. The number of shares used to compute net income per share for the nine month periods ended September 30, 1996 and 1995 was 2,232,336 and 2,278,393, respectively and for the three month periods ended September 30, 1996 and 1995 was 2,223,068 and 2,278,650, respectively. -4- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OVERVIEW Net income for the three months ended September 30, 1996 was $1,019,000 compared to $882,000 during the same period in 1995, representing an increase of 16%. Net income for the nine months ended September 30, 1996 was $3,087,000 compared to $2,284,000 in the first nine months of 1995, an increase of 35%. The increase in net income was primarily due to increases in net interest income and noninterest income partially offset by an increase in noninterest expenses and a related increase in income tax expense. EARNINGS SUMMARY NET INTEREST INCOME Net interest income refers to the difference between interest and fees earned on loans and investments and the interest paid on deposits and other borrowed funds. It is the largest component of the net earnings of a financial institution. The primary factors to consider in analyzing net interest income are the composition and volume of earning assets and interest-bearing liabilities, the amount of noninterest bearing liabilities and nonaccrual loans, and changes in market interest rates. -5- Table I sets forth average balance sheet information, interest income and expense, average yields and rates, and net interest income and net interest margin for the three months and nine months ended September 30, 1996 and 1995. Table 1 Components of Net Interest Income Three months ended September 30, 1996 1995 -------------------------------- ---------------------------- Average Average Average Average (Dollars in thousands) Balance Interest Rate(4) Balance Interest Rate(4) ---------- -------- ------- ------- -------- ------- Assets: Loans (2) (3) $ 119,092 $ 3,166 10.6% $ 101,415 $ 3,025 11.9% Investment Securities: Taxable 57,764 1,019 7.0% 49,295 805 6.5% Nontaxable (1) 5,993 127 8.4% 6,422 135 8.4% Federal funds sold 21,464 281 5.2% 16,899 242 5.7% ----------------------- ---------------------- Total earning assets 204,313 4,593 8.9% 174,031 4,207 9.7% Cash and due from banks 14,121 12,620 Allowance for credit losses (3,035) (2,221) Unearned income (1,676) (1,630) Bank premises and equipment, 2,144 2,578 net Other assets 6,285 6,270 ---------- --------- Total assets $ 222,152 $ 191,648 ---------- --------- ---------- --------- Interest-bearing liabilities: Deposits: Demand $ 69,007 346 2.0% $ 75,088 368 2.0% Savings 29,009 223 3.1% 17,717 103 2.3% Time 23,984 301 5.0% 20,387 281 5.5% ----------------------- ---------------------- Total deposits 122,000 870 2.8% 113,192 752 2.7% Borrowed funds 24,518 360 5.8% 10,065 174 6.9% ----------------------- ---------------------- Total interest-bearing liabilities 146,518 1,230 3.3% 123,257 966 3.1% Demand deposits 51,353 43,283 Other liabilities 2,353 2,445 Stockholders' equity 21,928 22,663 ----------- --------- Total liabilities and stockholders' equity $ 222,152 $ 191,648 ----------- --------- ----------- --------- Net interest income and margin $ 3,363 6.6% $ 3,241 7.4% --------------------- ------------------ --------------------- ------------------ (1) Tax exempt income includes $43,000 and $46,000 in 1996 and 1995, respectively, to adjust to a fully taxable equivalent basis using the Federal statutory rate of 34%. (2) Loan fees totaling $166,000 and $253,000 are included in loan interest income for the three months ended September 30, 1996 and 1995, respectively. (3) Average nonaccrual loans totaling $481,000 and $616,000 are included in average loans for the three months ended September 30, 1996 and 1995, respectively. (4) Annualized -6- Nine Months Ended September 30, 1996 1995 --------------------------------------- ------------------------------------------ ($ in thousands) Average Average Average Average Balance Interest Rate(4) Balance Interest Rate(4) --------------------------------------- ------------------------------------------ Assets: Loans (2) (3) $ 114,572 $ 9,474 11.0% $ 98,321 $ 8,754 11.9% Investment Securities: Taxable 61,179 3,112 6.8% 45,505 2,243 6.6% Nontaxable (1) 6,062 383 8.4% 6,527 416 8.5% Federal funds sold 14,601 576 5.3% 11,928 519 5.8% ------------------------- ---------------------------- Total earning assets 196,414 13,545 9.2% 162,281 11,932 9.8% Cash and due from banks 13,431 13,206 Allowance for credit losses (2,806) (2,043) Unearned income (1,642) (1,592) Bank premises and equipment, net 2,231 2,659 Other assets 6,198 5,787 ----------- --------- Total assets $ 213,826 $180,298 ----------- --------- ----------- --------- Interest-bearing liabilities: Deposits: Demand $ 71,632 1,034 1.9% $ 73,757 1,186 2.1% Savings 26,586 590 3.0% 16,845 334 2.7% Time 23,335 901 5.2% 18,132 681 5.0% ------------------------- --------------------------- Total deposits 121,553 2,525 2.8% 108,734 2,201 2.7% Borrowed funds 23,197 1,015 5.8% 9,990 521 7.0% ------------------------- --------------------------- Total interest-bearing liabilities 144,750 3,540 3.2% 118,724 2,722 3.1% Demand deposits 45,851 41,184 Other liabilities 1,798 380 Stockholders' equity 21,427 20,010 ----------- ----------- Total liabilities and stockholders' equity $ 213,826 $ 180,298 ----------- ----------- ----------- ----------- Net interest income and margin $10,005 6.8% $ 9,210 7.6% ------------------------ -------------------------- ------------------------ -------------------------- (1) Tax exempt income includes $130,000 and $142,000 in 1996 and 1995, respectively, to adjust to a fully taxable equivalent basis using the Federal statutory rate of 34%. (2) Loan fees totaling $712,000 and $746,000 are included in loan interest income for the nine months ended September 30, 1996 and 1995, respectively. (3) Average nonaccrual loans totaling $575,000 and $719,000 are included in average loans for the nine months ended September 30, 1996 and 1995, respectively. (4) Annualized. -7- For the three months ended September 30, 1996, net interest income, on a fully taxable-equivalent basis, was $3,363,000 or 6.6% of average earning assets, an increase of 4% over $3,241,000 or 7.4% of average earning assets in the comparable period in 1995. For the nine months ended September 30, 1996, net interest income, on a fully taxable-equivalent basis, was $10,005,000 or 6.8% of average earning assets, an increase of 9% over $9,210,000 or 7.6% of average earning assets in the comparable period in 1995. The increase in 1996 reflects higher levels of earning assets partially offset by lower yields on loans corresponding generally with declining market rates since the beginning of 1995. Interest income, on a fully taxable-equivalent basis, was $4,593,000 and $4,207,000 for the three months and $13,545,000 and $11,932,000 for the nine months ended September 30, 1996 and 1995, respectively. The increase in 1996 resulted from the growth in average earning assets. Loan yields averaged 10.6% and 11.9% for the three months ended September 30, 1996 and 1995, respectively, and 11.0% and 11.9% for the first nine months of 1996 and 1995, respectively, and generally reflect the pull back of interest rates in 1995. Approximately 89% of the Bank's loans have variable interest rates indexed to the prime rate. The Bank's average prime rate was 8.25% and 8.78% for the three months ended September 30, 1996 and 1995, respectively, and 8.28% and 8.86% for the nine months ended September 30, 1996 and 1995, respectively. Average earning assets were $204,313 and $196,414 for the three and nine months of 1996, compared to $174,031 and $162,281 in the same periods in 1995. The growth in average earning assets resulted from increased levels of deposits and borrowings which were invested primarily in investment securities and loans. The increases in interest income during 1996 and 1995, on a fully taxable-equivalent basis, were partially offset by increases in interest expense. The increases were primarily due to increases in borrowed funds and higher rates paid on time deposit accounts, in response to competition from other financial institutions and money market mutual funds. The average rate paid on interest bearing deposits was 2.8% and 2.7% in the three monoth periods ended September 30, 1996 and 1995, respectively and 2.8% and 2.7% for the nine months ended September 30, 1996 and 1995, respectively. -8- NONINTEREST INCOME Table 2 summarizes the sources of noninterest income for the periods indicated: Three months ended September 30, ---------------------------------- Table 2 - Noninterest Income 1996 1995 (Dollars in thousands) ---------- --------- Customer service fees $ 457 $ 403 Gain on sale of loans 405 118 Loan servicing fees 251 224 Gain on sale of other real estate owned - 42 Losses on securities transactions - (35) Other 144 113 ---------- ---------- Total noninterest income $1,257 $ 865 ---------- ---------- Nine months ended September 30, ------------------------------- 1996 1995 ---------- --------- Customer service fees $ 1,313 $ 1,148 Gain on sale of loans 1,174 515 Loan servicing fees 706 655 Gain on sale of other real estate owned - 42 Gain on sale of bank premises and equipment - 13 Gains (losses) on securities transactions 66 (48) Other 405 326 ---------- ---------- Total noninterest income $3,664 $2,651 ---------- ---------- The increase in customer service fees in 1996 relates primarily to higher merchant credit card processing fees. Gains on sale of loans increased as a result of increased SBA loan originations during 1996. Loan servicing fees and other noninterest income increased consistent with the growth of deposits and loans serviced for others. -9- NONINTEREST EXPENSE The major components of noninterest expense stated in dollars and as a percentage of average earning assets are set forth in Table 3 for the periods indicated. Table 3 - Noninterest Expense (Dollars in thousands) Three months ended September 30, ------------------------------------- 1996 1995 ----------------- ------------------ Salaries and Benefits $1,292 2.53% $1,235 2.83% Equipment 291 0.57% 261 0.60% Occupancy 237 0.46% 229 0.52% Insurance 38 0.07% 18 0.04% Stationery and Postage 94 0.18% 72 0.17% Legal Fees 30 0.06% 72 0.17% Other 672 1.32% 529 1.22% ----------------- ----------------- Total Noninterest Expense $2,654 5.19% $2,416 5.55% ----------------- ----------------- ----------------- ----------------- Nine months ended September 30, ---------------------------------------- 1996 1995 --------------------- ----------------- Salaries and Benefits $3,910 2.65% $3,684 3.03% Equipment 857 0.58% 765 0.63% Occupancy 687 0.47% 672 0.55% Insurance 91 0.06% 230 0.19% Stationery and Postage 297 0.20% 216 0.18% Legal Fees 45 0.03% 174 0.14% Other 1,857 1.26% 1,558 1.28% --------------------- ----------------- Total Noninterest Expense $7,744 5.26% $7,299 6.00% --------------------- ----------------- --------------------- ----------------- The increases in 1996 were primarily related to higher staff costs and increases in other noninterest expenses partially offset by reductions in FDIC insurance premiums. The FDIC reduced insurance premiums as the Bank Insurance Fund reached full funding during 1995. The increase in noninterest expenses reflects the growth in total loans, deposits and assets. The decrease in noninterest expense as a percentage of average earning assets is the result of the rate of growth in average earning assets in 1996 exceeding the rate of increase in noninterest expenses. INCOME TAXES The Company's effective tax rate was 40.0% and 39.7% for the three and nine month periods ended September 30, 1996 compared to 39.5% and 39.0% for the same periods in 1995. Changes in the effective tax rate for the Company are primarily due to fluctuations in the proportion of tax exempt income generated from investment securities to pre-tax income. BALANCE SHEET ANALYSIS Total assets increased to $230.3 million at September 30, 1996, an 11% increase from the end of 1995. Based on average balances, third quarter 1996 average total assets of $222.2 million represent an increase of 16% over the third quarter 1995 while nine month 1996 average total assets of $213.8 million represent an increase of 19% over nine month 1995. -10- EARNING ASSETS LOANS Total gross loans at September 30, 1996 were $119.3 million, a 12% increase from $106.8 million at December 31, 1995. Average loans in the three and nine months of 1996 were $119,092,000 and $114,572,000 representing increases of 17% over each of the comparable periods in 1995. The 1996 increases reflected growth in average real estate loans which in the opinion of the Company is due to improved local economic conditions. Risk Elements Lending money involves an inherent risk of nonpayment. Through the administration of loan policies and monitoring of the portfolio, management seeks to reduce such risks. The allowance for credit losses is an estimate to provide a financial buffer for losses, both identified and unidentified, in the loan portfolio. Nonaccrual Loans, Loans Past Due and OREO The accrual of interest is discontinued and any accrued and unpaid interest is reversed when the payment of principal or interest is 90 days past due unless the amount is well secured and in the process of collection. Income on such loans is then recognized only to the extent that cash is received and where the future collection of principal is probable. At September 30, 1996 nonaccrual loans totaled $340,000 or .3% of total loans compared to $824,000 or .8% at December 31, 1995. Table 4 presents the composition of nonperforming assets at September 30, 1996. Table 4 Nonperforming Assets (dollars in thousands) September 30, 1996 ------ Nonperforming Assets: Loans Past Due 90 Days or More $ 783 Nonaccrual Loans 340 ------ Total Nonperforming Loans 1,123 OREO 903 ------ Total Nonperforming Assets $2,026 ------ ------ Nonperforming loans as a Percent of Total Loans 0.94% OREO as a Percent of Total Assets 0.39% Nonperforming Assets as a Percent of Total Assets 0.88% Allowance for Loan Losses $3,099 As a Percent of Total Loans 2.60% As a Percent of Nonaccrual Loans 911% As a Percent of Nonperforming Loans 276% -11- PROVISION AND ALLOWANCE FOR CREDIT LOSSES Management has established an evaluation process designed to determine the adequacy of the allowance for credit losses. This process attempts to assess the risk of loss inherent in the portfolio by segregating the allowance for credit losses into three components: "historical losses;" "specific;" and "margin for imprecision." The "historical losses" and "specific" components include management's judgment of the effect of current and forecasted economic conditions on the ability of the Company's borrowers' to repay; an evaluation of the allowance for credit losses in relation to the size of the overall loan portfolio; an evaluation of the composition of, and growth trends within, the loan portfolio; consideration of the relationship of the allowance for credit losses to nonperforming loans; net charge-off trends; and other factors. While this evaluation process utilizes historical and other objective information, the classification of loans and the establishment of the allowance for credit losses, relies, to a great extent, on the judgment and experience of management. The Company evaluates the adequacy of its allowance for credit losses quarterly. It is the policy of management to maintain the allowance for possible credit losses at a level adequate for known and future risks inherent in the loan portfolio. Based on information currently available to analyze loan loss potential, including economic factors, overall credit quality, historical delinquency and a history of actual charge-offs, management believes that the loan loss provision and allowance are adequate; however, no assurance of the ultimate level of credit losses can be given with any certainty. Loans are charged against the allowance when management believes that the collectibility of the principal is unlikely. An analysis of activity in the allowance for credit losses is presented in Table 5. TABLE 5 Allowance for Credit Losses (Dollars in thousands) September 30, 1996 ------------ Total Loans Outstanding $ 119,251 Average Total Loans 114,572 Balance, January 1 $ 2,478 Charge-offs by Loan Category: Commercial 131 Installment and other 43 Real Estate construction - Real Estate-other - -------- Total Charge-Offs 174 Recoveries by Loan Category: Commercial 68 Installment and other 9 Real Estate construction 43 Real Estate-other - -------- Total Recoveries 120 Net Charge-offs (Recoveries) 54 Provision Charged to Expense 675 -------- Balance, September 30 $ 3,099 -------- -------- Ratios: Net Charge-offs (Recoveries) to Average Loans 0.05% Reserve to Total Loans 2.60% -12- OTHER INTEREST-EARNING ASSETS For the three and nine months ended September 30, 1996, the average balance of investment securities and federal funds sold totaled $85,221,000 and $81,842,000, up from $72,616,000 and $63,960,000 for the same periods in 1995. The 1996 increases resulted from deploying additional liquidity in the investment securities portfolio. Sources of the additional liquidity were borrowed funds and the excess of the increase in average deposits over the increase in average loans which was invested. Management uses borrowed funds to increase earning assets and enhance the Company's interest rate risk profile. FUNDING Deposits represent the Bank's principal source of funds for investment. Deposits are primarily core deposits in that they are demand, savings, and time deposits under $100,000 generated from local businesses and individuals. These sources represent relatively stable, long term deposit relationships which minimize fluctuations in overall deposit balances. The Bank has never used brokered deposits. Deposits increased $17,041,000 from year-end or 10% to $181,087,000 as of September 30, 1996. Average total deposits in the three and nine months of 1996 of $173,353,000 and $167,404,000 increased from $156,475,000 and $149,918,000 in the same periods in 1995. Another source of funding for the Company is borrowed funds. Typically, these funds result from the use of agreements to sell investment securities with a repurchase at a designated future date, also known as repurchase agreements. Repurchase agreements are conducted with major banks and investment brokerage firms. The maturity of these arrangements for the Bank is typically 30 days, although the Bank has $4,000,000 maturing in December, 1996. LIQUIDITY AND INTEREST RATE SENSITIVITY Liquidity management refers to the Bank's ability to provide funds on an ongoing basis to meet fluctuations in deposit levels as well as the credit needs and requirements of its clients. Both assets and liabilities contribute to the Bank's liquidity position. Federal funds lines, short-term investments and securities, and loan repayments contribute to liquidity, along with deposit increases, while loan funding and deposit withdrawals decrease liquidity. The Bank assesses the likelihood of projected funding requirements by reviewing historical funding patterns, current and forecasted economic conditions and individual client funding needs. The Bank maintains informal lines of credit with its correspondent banks for short-term liquidity needs. These informal lines of credit are not committed facilities by the correspondent banks and no fees are paid by the Bank to maintain them. The Bank manages its liquidity by maintaining a majority of its investment portfolio in liquid investments in addition to its federal funds sold. Liquidity is measured by various ratios, including the liquidity ratio of net liquid assets compared to total assets. As of September 30, 1996, this ratio was 17.8%. Other key liquidity ratios are the ratios of loans to deposits and federal funds sold to deposits, which were 65.9% and 11.6%, respectively, as of September 30, 1996. -13- INTEREST RATE SENSITIVITY Interest rate sensitivity is a measure of the exposure of the Company's future earnings due to changes in interest rates. If assets and liabilities do not reprice simultaneously and in equal volumes, the potential for such exposure exists. It is management's objective to achieve a modestly asset-sensitive position, such that the net interest margin of the Company increases as market interest rates rise and decreases when rates decline. One quantitative measure of the "mismatch" between asset and liability repricing is the interest rate sensitivity "gap" analysis. All interest-earning assets and funding sources are classified as to their expected repricing or maturity date, whichever is sooner. Within each time period, the difference between asset and liability balances, or "gap," is calculated. Positive cumulative gaps in early time periods suggest that earnings will increase if interest rates rise. Negative gaps suggest that earnings will decline when interest rates rise. Table 6 presents the gap analyses for the Company at September 30, 1996. Mortgage backed securities are reported in the period of their expected repricing based upon estimated prepayments developed from recent experience. Table 6 Interest Rate Sensitivity (Dollars in thousands) Next day Over three Over one and within months and and within Over As of September 30, 1996 Immediately three months within one year five years five years Total ------------------------------------------------------------------------------------------ Rate Sensitive Assets: Federal Funds Sold $ 21,000 $ - $ - $ - $ - $ 21,000 Investment Securities: Treasury and Agency Obligations - - 4,548 1,404 - 5,952 Mortgage-Backed Securities - 2,376 8,816 21,611 21,273 54,076 Municipal Securities - - 160 1,486 4,271 5,917 Other - - - - 898 898 ------------------------------------------------------------------------------------------ Total Investment Securities - 2,376 13,524 24,501 26,442 66,843 Loans Excluding Nonaccrual Loans 105,061 476 2,640 4,661 6,073 118,911 ------------------------------------------------------------------------------------------ Total Rate Sensitive Assets $ 126,061 $ 2,852 $ 16,164 $ 29,162 $ 32,515 $ 206,754 ------------------------------------------------------------------------------------------ Rate Sensitive Liabilities: Deposits: Money Market, NOW, and Savings $ 104,066 - - - - $ 104,066 Time Certificates - $ 11,711 $ 11,821 $ 927 - 24,459 ------------------------------------------------------------------------------------------ Total Interest-bearing Deposits 104,066 11,711 11,821 927 - 128,525 Borrowings - 24,525 - - - 24,525 ------------------------------------------------------------------------------------------ Total Rate Sensitive Liabilities $ 104,066 $ 36,236 $ 11,821 $ 927 - $ 153,050 ------------------------------------------------------------------------------------------ Gap $ 21,995 $ (33,384) $ 4,343 $ 28,235 $ 32,515 $ 53,704 Cumulative Gap $ 21,995 $ (11,389) $ (7,046) $ 21,189 $ 53,704 -14- The Company's positive cumulative total gap results from the exclusion from the above table of noninterest-bearing demand deposits, which represent a significant portion of the Company's funding sources. The Company maintains a minor negative cumulative gap in the next day and within three months and the over three months and within one year time periods and a positive cumulative gap in all other time periods. The Company's experience indicates money market deposit rates tend to lag changes in the prime rate which immediately impact the prime-based loan portfolio. Even in the Company's negative gap time periods, rising rates result in an increase in net interest income. Should interest rates stabilize or decline in future periods, it is reasonable to assume that the Company's net interest margin, as well as net interest income, may decline correspondingly. CAPITAL RESOURCES Management seeks to maintain adequate capital to support anticipated asset growth and credit risks, and to ensure that the Company and the Bank are in compliance with all regulatory capital guidelines. The primary source of new capital for the Company has been the retention of earnings. The Company does not have any material commitments for capital expenditures as of September 30, 1996. The Company pays a quarterly cash dividend on its common stock as part of efforts to enhance shareholder value. The Company's goal is to maintain a strong capital position that will permit payment of a consistent cash dividend which may grow commensurately with earnings growth. During 1995, the Board of Directors approved a stock repurchase program authorizing open market purchases of up to 3% of the shares outstanding, or approximately 68,300 shares, in order to enhance long term shareholder value. As of September 30, 1996, the program had been completed with 68,340 shares purchased for a total purchase price of $952,000. The Company and the Bank are subject to capital adequacy guidelines issued by the federal bank regulatory authorities. Under these guidelines, the minimum total risk-based capital requirement is 10.0% of risk-weighted assets and certain off-balance sheet items for a "well capitalized" depository institution. At least 6.0% of the 10.0% total risk-based capital ratio must consist of Tier 1 capital, defined as tangible common equity, and the remainder may consist of subordinated debt, cumulative preferred stock and a limited amount of the allowance for loan losses. The federal regulatory authorities have established minimum capital leverage ratio guidelines for state member banks. The ratio is determined using Tier 1 capital divided by quarterly average total assets. The guidelines require a minimum of 5.0% for a "well capitalized" depository institution. The Company's risk-based capital ratios were in excess of regulatory guidelines for a "well capitalized" depository institution as of September 30, 1996, and December 31, 1995. Capital ratios for the Company are set forth in Table 7: Table 7 Capital Ratios September 30, December 31, 1996 1995 ------------- ------------ Total risk-based capital ratio 16.9% 17.0% Tier 1 risk-based capital ratio 15.7% 15.8% Tier 1 leverage ratio 9.9% 10.2% Capital ratios for the Bank at September 30, 1996 and December 31, 1995 were 15.1% and 14.3% total risk-based capital, 13.8% and 13.1% Tier 1 risk-based capital ratio and 8.7% and 8.8% Tier 1 leverage ratio. -15- PART II. OTHER INFORMATION SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COAST BANCORP --------------------------------------- (REGISTRANT) Date: January 13, 1997 /s/ BRUCE H. KENDALL --------------------------------------- Bruce H. Kendall Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) -16-