WEST COAST BANCORP /CA/
10QSB, 1998-05-15
NATIONAL COMMERCIAL BANKS
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                       WEST COAST BANCORP AND SUBSIDIARIES

                     U.S. Securities And Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

           [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1998

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

                    For the transition period from N/A to N/A

                         COMMISSION FILE NUMBER: 0-10897


                               WEST COAST BANCORP
                     (Exact name of small business issuer as
                            specified in its charter)

CALIFORNIA                                                   95-3586860
(State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)

                          4770 CAMPUS DRIVE, SUITE 250
                      Newport Beach, California 92660-1833
                    (Address of principal executive offices)

                                 (714) 442-9330
              (Registrant's telephone number, including area code)

                                       N/A
              (Former name, former address, and former fiscal year,
                          if changed since last report)

         Check whether the issuer (1) filed all reports  required to be filed by
Section 13 or 15(d) of the  Exchange  Act during the past 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

              Number of shares outstanding of each of the issuer's
                 classes of common equity as of April 30, 1998:

                                    9,168,942

             Transitional Small Business Disclosure Format Yes No X
                                                                                



                   This document contains a total of 20 pages.



                                       1
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                                                                

                                                     March 31,     December 31,
(in thousands, except share data)                      1998             1997
                                                   -----------------------------
                                                                                
ASSETS
Cash and due from bank                              $  10,486    $   7,041
Federal funds sold                                     18,400        1,500
Interest-bearing deposits with
     financial institutions                                --           99
Investment securities available-for-sale
     at fair value                                     16,304       17,345

Loans                                                  97,554      102,877
Less allowance for loan losses                         (2,367)      (2,364)
                                                   -----------------------------
     Net loans                                         95,187      100,513
                                                   -----------------------------
Real estate owned, net                                  1,127        1,151
Premises and equipment, net                               709          711
Deferred taxes                                          1,209        1,153
Other assets                                            1,083        1,108
                                                   -----------------------------
                                                    $ 144,505    $ 130,621
                                                   =============================
LIABILITIES
Deposits:
     Demand, non interest-bearing                   $  45,096    $  42,920
     Savings, money market & interest-bearing demand   39,690       36,745
     Time certificates under $100,000                  28,139       22,169
     Time certificates of $100,000 or more             15,630       13,136
                                                   -----------------------------
     Total deposits                                   128,555      114,970

Other borrowed funds                                    1,274          779
Other liabilities                                         646        1,363
                                                   -----------------------------
     Total liabilities                                130,475      117,112

Commitments and Contingencies
Minority interest in subsidiary                         6,294        6,041
                                                   -----------------------------
SHAREHOLDERS' EQUITY
Common stock, no par value - 30,000,000
     shares authorized, 9,168,942 shares
     issued and outstanding in 1998 and 1997           30,176       30,176
Accumulated deficit                                   (22,473)     (22,747)
Accumulated other comprehensive income:
     Net unrealized gain on available-for-sale
     investments                                           33           39
                                                   -----------------------------

     Total shareholders' equity                         7,736        7,468
                                                   -----------------------------
                                                    $ 144,505    $ 130,621
                                                   =============================

          (See accompanying notes to consolidated financial statements)



                                       2
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                         CONSOLIDATED INCOME STATEMENTS
                                   (Unaudited)


                                                         Three Months Ended
(in thousands,                                                March 31,
 except share data)                                     1998          1997

                                                    ----------------------------
INTEREST INCOME:
Loans, including fees                               $   2,573    $   2,147
Investment securities                                     242          114
Federal funds sold                                        169          144
Deposits with banks                                         2           20
                                                    ----------------------------
     Total interest income                              2,986        2,425

INTEREST EXPENSE:
Interest on deposits                                      729          519
Other                                                      49           46
                                                    ----------------------------
     Total interest expense                               778          565
                                                    ----------------------------
     Net interest income                                2,208        1,860

Provision for loan losses                                  --           --
                                                    ----------------------------
     Net interest income after
     provision for loan losses                          2,208        1,860

Other operating income                                    181          171
Other operating expenses                                1,860        1,901
Minority interest in net income of Subsidiary             257           92
Gain (loss) on liquidation of WCV, Inc.                     2           (1)
                                                    ----------------------------
     Income before income taxes                           274           37

Income tax expense                                         --           --
                                                    ----------------------------

     Net income                                     $     274    $      37
                                                    ============================

Basic and diluted earnings per share                $    . 03    $    .  -
                                                    ============================



          (See accompanying notes to consolidated financial statements)


                                       3
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)


                                                   For the Three Months Ended
                                                            March 31,
(in thousands)                                          1998        1997
                                                    ----------------------------

Net income                                          $     274    $    37

Other comprehensive income, net of tax:
         Unrealized gain/(loss)on
         available-for-sale investments
         arising during period                             (6)       (34)
                                                    ----------------------------

Other comprehensive income (loss)                          (6)       (34)
                                                    ----------------------------


Comprehensive income                                $     268    $     3
                                                    ============================



          (See accompanying notes to consolidated financial statements)


                                       4
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CHANGES IN
                       SHAREHOLDERS' EQUITY AND CASH FLOWS
                                   (Unaudited)



CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY


                                                Accumulated
                                 Common Stock      Other              Share-
                                ------------- Comprehensive  Accum.   holders'
(in thousands)                  Shares  Amount    Income    Deficit   Equity
                                ------------------------------------------------

Balance at December 31, 1997    9,169  $30,176   $  39   $ (22,747)   $   7,468
Net income                         --       --      --         274          274
Change in net unrealized gain
  (loss) on available-for-sale
  investments                      --       --      (6)         --           (6)
                                ------------------------------------------------
Balance at March 31, 1998       9,169  $30,176   $  33   $ (22,473)   $   7,736
                                ================================================



CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                           Three Months Ended
                                                                March 31,
(in thousands)                                               1998       1997
                                                          ----------------------
Cash flows from operating activities:
   Net income                                             $   274    $    37
   Adjustments to reconcile net income to net
     cash provided by operating activities:
   Depreciation and amortization                               85        104
   Provision for loan losses                                   --         --
   Net change in receivables, payables and other assets      (729)      (215)
   Write-downs of real estate owned                            25         --
   Minority interest expense                                  257         92
   (Gain) loss on discontinued businesses                      (2)         1
                                                          ----------------------
   Net cash provided by operating activities                  (90)        19


                                                                     (Continued)



          (See accompanying notes to consolidated financial statements)


                                       5
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                            Three Months Ended
(in thousands)                                                   March 31,
                                                             1998       1997
Cash flows from investing activities:                     ----------------------
   Proceeds from maturity of interest bearing cash
     with an original maturity greater than 90 days       $    99    $ 1,288
   Purchases of interest bearing deposits with
  financial institutions                                       --        (99)
   Purchase of investment securities available-for-sale    (1,586)    (4,455)
   Proceeds from maturity of investment securities
     available-for-sale                                     2,599        294
   Net decrease(increase)in loans                           5,326     (4,253)
   Purchase of premises and equipment                         (83)        (6)
                                                          ----------------------
   Net cash provided by (used in) investing activities      6,355     (7,231)


Cash flows from financing activities:
   Net increase in deposits                                13,585      4,116
   Transfer of note payable and Payments of
     other borrowed funds                                     495        (12)
                                                          ----------------------
   Net cash provided by financing activities               14,080      4,104
                                                          ----------------------
 Increase(decrease) in cash and cash equivalents           20,345     (3,108)

Beginning cash and cash equivalents                         8,541     17,346
                                                          ----------------------
Ending cash and cash equivalents                          $28,886    $14,238
                                                          ======================
Supplemental  disclosures of cash flow information:
   Cash paid during the period for:
     Interest                                             $   737    $   557
     Income taxes                                              70          -

Supplemental schedule of non-cash investing
   and financing activities:
     Transfer of investment security from held-to-
      maturity to available-for-sale                      $     -    $  2,553
     Transfer of note payable from accrued liabilities
      to note payable to affiliate                            514           -


          (See accompanying notes to consolidated financial statements)



                                       6
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (Unaudited)

(1)      BASIS OF PRESENTATION

         The   unaudited   consolidated   financial   statements   reflect   all
         adjustments,  consisting  primarily  of normal  recurring  adjustments,
         which are, in the opinion of management, necessary for a fair statement
         of the results of operations for the interim  periods.  Results for the
         periods ended March 31, 1998 and 1997 are not necessarily indicative of
         results that may be expected for any other interim  period,  or for the
         year as a  whole.  All  significant  intercompany  balances  have  been
         eliminated.

         On February 29, 1996,  West Coast  Bancorp  ("West  Coast") and Sunwest
         Bank ("Sunwest")  entered into an agreement with Western  Acquisitions,
         L.L.C.  ("Western"),  an affiliate of Hovde  Financial,  Inc., for West
         Coast to sell 35  existing  shares of Sunwest  for  $2,520,000  and for
         Sunwest to issue and sell 15 new shares for  $1,051,000.  On  September
         13,  1996,  the sale closed.  West Coast and Western own  approximately
         56.5% and 43.5% of Sunwest, respectively.

         Certain  reclassifications have been made in the prior period financial
         statements to conform to the presentation in the current period.

(2)      RECENT ACCOUNTING PRONOUNCEMENTS

         The Company has adopted SFAS No. 130, "Reporting Comprehensive Income."
         This  statement  establishes  standards  for all entities for reporting
         comprehensive income and its components in financial  statements.  This
         statement  requires  that all items which are required to be recognized
         under  accounting  standards as components of  comprehensive  income be
         reported  in a  financial  statement  that is  displayed  with the same
         prominence as other financial statements. Comprehensive income is equal
         to net  income  plus the  change in "other  comprehensive  income",  as
         defined by SFAS No.  130.  The only  component  of other  comprehensive
         income  currently  applicable to the Company is the net unrealized gain
         or loss on available-for-sale  investments.  SFAS No. 130 requires that
         an entity:  (a) classify items of other  comprehensive  income by their
         nature in a financial statement, and (b) report the accumulated balance
         of other comprehensive income separately from common stock and retained
         earnings in the equity section of the balance sheet.  This statement is
         effective for financial  statements  issued for fiscal years  beginning
         after December 15, 1997.


                                       7
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (Unaudited)

(3)      EARNINGS PER SHARE

         The following is a reconciliation  of basic earnings per share (EPS) to
         diluted EPS for the three month periods ended March 31, 1998 and 1997.

         (dollars and shares in thousands,           Net               Per Share
         except per share amounts)                   Income   Shares     Amount
                                                   -----------------------------
         Three months ended March 31, 1998:
         Basic EPS:
         Income available to common shareholders     $ 274    9,169    $ 0.03
         Effect of Dilutive Securities:
         Stock options                                           86
                                                   -----------------------------
         Diluted EPS:
         Income available to common shareholders
             plus assumed conversions                $ 274    9,255    $ 0.03
                                                   =============================
         Three months ended March 31, 1997:
         Basic EPS:
         Income available to common shareholders     $  37    9,169    $ 0.00
         Effect of Dilutive Securities:
         Stock options                                   -        -         -
                                                   -----------------------------
         Diluted EPS:
         Income available to common shareholders
             plus assumed conversions                $  37    9,169    $  0.00
                                                   =============================

 (4)     LOANS

         A summary of loans follows:
                                                         March 31,  December 31,
         (in thousands)                                    1998          1997
                                                   -----------------------------
         Real estate mortgage loans                     $  63,226    $  67,970
         Commercial loans not secured by real estate       29,400       29,425
         Personal loans not secured by real estate          5,150        5,755
         Less unearned income, discounts and fees            (222)        (273)
                                                   -----------------------------
                                                        $  97,554    $ 102,877
                                                   =============================


                                       8
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                   (Unaudited)

(5)      OTHER OPERATING INCOME

         A summary of other operating income follows:
                                                         Three Months Ended
                                                               March 31,
         (in thousands)                                    1998         1997
                                                   -----------------------------
         Depositor charges                              $     139    $     142
         Service charges, commissions & fees                   12           11
         Other income                                          30           18
                                                   -----------------------------
                                                        $     181    $     171
                                                   =============================


(6)      OTHER OPERATING EXPENSES

         A summary of other operating expenses is as follows:

                                                          Three Months Ended
                                                                March 31,
         (in thousands)                                     1998         1997
                                                   -----------------------------
         Salaries and employee benefits                 $     972    $     889
         Occupancy                                            173          300
         Data processing                                      129          117
         Customer service                                     103          119
         Depreciation and amortization                         85          104
         Professional services                                 66           48
         Advertising and promotion                             66           67
         Director fees                                         50           39
         Net cost of operation of real estate owned            29            4
         Printing & postage                                    23           23
         Stationary and supplies                               20           19
         Telephone and telefax                                 19           23
         Regulatory fees and assessments                        8           15
         Miscellaneous                                        117          134
                                                   -----------------------------
                                                        $   1,860    $   1,901
                                                   =============================


                                       9
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 1998
                                  (Unaudited)

The following presents management's  discussion and analysis of the consolidated
financial  condition and operating  results of West Coast Bancorp (as a separate
entity "West Coast" and together with its  subsidiaries  the  "Company") for the
three month periods ended March 31, 1998 and 1997. The discussion should be read
in  conjunction  with the Company's  consolidated  financial  statements and the
accompanying notes appearing elsewhere in this report.

Certain  statements  in this Report on Form 10-QSB  constitute  "forward-looking
statements"  under the Private  Securities  Litigation Act of 1995 which involve
risk and  uncertainties.  The Company's actual results may differ  significantly
from the results  discussed  in such  forward-looking  statements.  Factors that
might  cause  such  a  difference  include  but  are  not  limited  to  economic
conditions, competition in the geographic and business area in which the Company
conducts its  operations,  fluctuations  in interest  rates,  credit quality and
government regulation.  For additional information concerning these factors, see
"Item 1. Business  Summary of Business  Considerations  and Certain Factors that
May Affect  Future  Results of Operations  and/or Stock Price"  contained in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1997.

GENERAL

The Company recorded net income of $274,000, or $.03 per share, during the three
months ended March 31, 1998, as compared with income of $37,000,  or less than 1
cent per share, during the same period in 1997. The higher income in 1998 versus
1997 occurred  primarily because Sunwest had higher earnings in 1998.  Sunwest's
higher  earnings were primarily due to increased  growth in net interest  income
from growth in assets and deposits.

The Company had total assets, loans and deposits as follows:


                    March 31,      December 31,      March 31,      December 31,
                      1998            1997             1997             1996
(in thousands)     -------------------------------------------------------------
Total assets       $ 144,505       $ 130,621        $ 112,470        $ 108,987
Loans                 97,554         102,877           86,949           82,657
Deposits             128,555         114,970           99,673           95,557


The $32 million  increase in total assets from March 31, 1997 to March 31, 1998,
occurred  primarily  due to a $29 million  increase in deposits at Sunwest  from
increased  marketing  efforts and due to the expanding economy in Orange County,
California.



                                       10
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                  (Unauditied)

RESULTS OF OPERATIONS

NET INTEREST INCOME
Net interest income increased  $348,000 or 19% from the first quarter of 1997 to
the same period in 1998.  Sunwest  increased its net interest income by $357,000
by increasing  interest income  $560,000 from an increase in loans,  the highest
yielding  earning  asset,  partially  offset by a $203,000  increase in interest
expense on time  deposits  (the highest  cost  deposits).  Net  interest  margin
declined  from 5.85% in 1997 to 5.41% in 1998  primarily due to a decline in the
percentage  of  loans to  earning  assets  from  81% in 1997 to 77% in 1998.  An
increase in time deposits as a percentage of deposits from 28% in 1997 to 33% in
1998 also  contributed  to a decline in the net  interest  margin.  Net interest
income is expected to  increase in the future as Sunwest  increases  its earning
assets through its marketing efforts and the expanding economy in Orange County,
California.  Increased  competition  in the Company's  market area for loans and
deposits may result in a lower net interest margin.


                                       11
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

The following table sets forth the Company's  average balance sheets,  yields on
earning assets, rates paid on interest-bearing liabilities, net interest margins
and net yields on  interest-earning  assets for the three  month  periods  ended
March 31, 1998 and 1997 (dollars in millions):


                                           1998                   1997
                                    Average    Yields/     Average    Yields/
                                    Balance     Rates      Balance     Rates
                                  ----------------------------------------------
ASSETS
Loans, net of unearned income,
  discounts and fees                $ 100.0     10.29%     $  83.3     10.30%
Investment securities                  16.5      5.85          7.2      6.36
Federal funds sold                     12.6      5.36         10.8      5.30
Interest-bearing deposits
  with financial institutions            .1     14.29          1.5      5.31
                                  ----------------------------------------------
Total interest-earning assets         129.2      9.24        102.8      9.43

Allowance for loan losses              (2.3)                  (2.8)
Cash and due from banks                 7.8                    6.3
Other assets                            3.7                    4.1
                                  ----------------------------------------------
                                    $ 138.4                $ 110.4
                                  ==============================================

LIABILITIES AND
SHAREHOLDERS' EQUITY

Time deposits                       $  40.1      5.44%     $  27.0      5.25%
Savings deposits                        4.9      1.94          4.7      1.92
Interest-bearing demand deposits       34.8      1.84         30.5      1.85
Other                                   1.2     15.22          1.0     22.17
                                  ----------------------------------------------
Total interest-bearing liabilities     81.0      3.83         63.2      3.57

Minority interest                       6.1                    4.8
Demand deposits                        42.6                   34.5
Other liabilities                       1.0                    1.6
Shareholders' equity                    7.7                    6.3
                                  ----------------------------------------------
                                    $ 138.4                $ 110.4
                                  ==============================================
Net interest margin                              5.41%                  5.85%
Net yield on interest-earning assets             6.83                   7.23


                                       12
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

The increases (decreases) in interest income and expense and net interest income
resulting from changes in average assets, liabilities and interest rates for the
1998 versus 1997 periods are summarized as follows (in thousands):

                                              Three Months Ended March 31,
                                         ---------------------------------------
                                           Asset/        Interest
                                           Liability     Rate
                                           Changes       Changes       Total
                                         ---------------------------------------
Changes in:
     Interest income                      $   559      $      2      $   561
     Interest expense                         199            14          213
                                         ---------------------------------------
Net interest income                       $   360      $    (12)     $   348
                                         =======================================

Loans on which the accrual of interest had been  discontinued  at March 31, 1998
and 1997 amounted to $0 and  $1,001,000,  respectively.  If these loans had been
current  throughout  their terms, it is estimated that net interest income would
have increased by approximately $0 and $12,000 in the first quarters of 1998 and
1997,  respectively.  This would have  raised the net yield on  interest-earning
assets and the net interest margin by  approximately 0 and 5 basis points during
the first quarters of 1998 and 1997, respectively.

Impaired  loans have not  changed  significantly  from the  amounts  reported at
December 31, 1997.


                                       13
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

NONPERFORMING ASSETS AND PROVISION FOR LOAN LOSSES

The  following  table  summarizes  the activity in the allowance for loan losses
during the periods indicated (in thousands):

                                                    Three Months Ended
                                                          March 31,
                                                   1998             1997
                                              ----------------------------------
Allowance for loan losses
  balance at beginning of period                $   2,364       $   2,848

Charge-offs                                           (14)             (5)
Recoveries                                             17              44
                                              ----------------------------------
Net recovery                                            3              39

Provision for loan losses                               -               -
                                              ----------------------------------
Allowance for loan losses
  balance at end of period                      $   2,367       $   2,887
                                              ==================================

All the above  charge-offs  and recoveries  were at Sunwest.  The net recoveries
during the first  quarters 1998 and 1997 are a result of improved  asset quality
and the high levels of charge-offs in previous years.

Management  believes  that the  allowance  for loan  losses at March 31, 1998 of
$2,367,000 or 2.43% of loans was adequate to absorb known and inherent  risks in
the  Company's  loan  portfolio.  The ultimate  collectibility  of a substantial
portion of the Company's loans, as well as its financial condition,  is affected
by  general  economic  conditions  and the real  estate  market  in  California.
California has experienced,  and may continue to experience,  volatile  economic
conditions.  These conditions have adversely affected certain borrowers' ability
to repay loans.  While  Southern  California  and Orange County  economies  have
recently exhibited positive trends,  there is no assurance that such trends will
continue. A deterioration in economic conditions could result in a deterioration
in the quality of the loan  portfolio and high levels of  nonperforming  assets,
classified assets and charge-offs,  which would require increased provisions for
possible  credit losses and would adversely  affect the financial  condition and
results of operations of the Company.



                                       14
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

A summary of nonperforming assets follows (dollars in thousands):

                             March 31,   December 31,   March 31,   December 31,
                               1998          1997         1997           1996
                            ----------------------------------------------------
Nonaccrual loans            $     -       $     -       $ 1,001       $   931
Loans 90 days past due
  and still accruing             31            31            49            43
                            ----------------------------------------------------
Nonperforming loans              31            31         1,050           974
Real estate owned             1,127         1,151         1,243         1,243
                            ----------------------------------------------------
Nonperforming assets        $ 1,158       $ 1,182       $ 2,293       $ 2,217
                            ====================================================
Nonperforming loans/
  Total loans                   .03%          .03%         1.21%         1.18%
Nonperforming assets/
  Total assets                  .80           .90          2.04          2.03
                            ====================================================


Nonperforming  assets have  decreased  from $2.2 million at December 31, 1996 to
$1.2 million at March 31, 1998 due to a decline in nonperforming loans.

Restructured  loans that were performing  substantially in accordance with their
modified  terms  totaled $3.0 million at March 31, 1998. No  restructured  loans
were on nonaccrual status at March 31, 1998.

OTHER OPERATING INCOME

Other operating income increased by $10,000 for the three months ended March 31,
1998,  as compared  with the same  period in 1997.  See note (5) of the notes to
consolidated financial statements.


                                       15
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

OTHER OPERATING EXPENSES

Other operating  expenses  decreased $41,000 in the three months ended March 31,
1998 from the same period in 1997. The largest decline was in occupancy  expense
which  decreased  $127,000 due to the closure of the Santa Ana facility in April
1997.  See note (6) of the notes to  consolidated  financial  statements.  Total
other  operating  expenses  expressed  in dollars and as a  percentage  of total
revenues and average assets follows (dollars in thousands):

                                                         Three Months Ended
                                                              March 31,
                                                         1998          1997
                                                    ----------------------------
Other operating expenses                             $   1,860     $   1,901
Other operating expenses                
  (annualized)/average assets                             5.38%         6.88%
Other operating expenses/interest
  and other operating income                              58.7%         73.2%
                                                    ============================

The decline in the other  expense  ratios is primarily a result of the increases
in assets and income exceeding the decline of expenses.  As the Company grows it
is likely that operating expenses will also increase.

The Company strives to decrease  non-interest  expenses where opportunity exists
while growing the loans and deposits of the Company.

INCOME TAXES

The  Company and  Sunwest  did not  recognize  any income tax expense or benefit
during the three months  ended March 31, 1998 or 1997.  Sunwest had $3.1 million
of net deferred tax assets and approximately  $7.3 million of net operating loss
carryforwards at December 31, 1997.  Excluding the Sunwest amounts,  the Company
had $3.8 million of net operating loss carryforwards at December 31, 1997.


                                       16
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

For all the periods presented a valuation  allowance has been recorded to offset
most or all of the deferred tax assets of Sunwest and the Company. The valuation
allowance was  established due to uncertainty of future earnings at both Sunwest
and the  Company.  At December  31,  1997,  Sunwest  recognized  a $1.2  million
deferred  tax asset due to its improved  earnings  and  expected tax  preference
items.  Sunwest  and the  Company  may adjust the  valuation  allowance  and the
corresponding  tax benefit in earnings  in 1998 based on  increases  in expected
earnings and changes in tax preference items.

LIQUIDITY

The Company

Liquidity,  as it relates to banking,  represents the ability to obtain funds to
meet loan commitments and to satisfy demand for deposit withdrawals.

The principal sources of funds that provide liquidity for Sunwest are maturities
of investment securities and loans, collections on loans, increased deposits and
temporary  borrowings.  The  Company's  liquid  asset  ratio  (the  sum of cash,
investments  available-for-sale,  excluding  pledged amounts,  and Federal funds
sold divided by total  assets) was 27% at March 31, 1998 and 16% at December 31,
1997.  The  Company  believes it has  sufficient  liquid  resources,  as well as
available credit facilities, to enable it to meet its operating needs.

THE PARENT COMPANY

West Coast's sources of liquidity are limited. West Coast has relied on sales of
assets and borrowings from officers/directors as sources of liquidity. Dividends
from  subsidiaries  ordinarily  provide a source of  liquidity to a bank holding
company.  Sunwest  is  prohibited  from  paying  cash  dividends  without  prior
regulatory consent.

During the first quarter of 1998 West Coast did not receive any  dividends  from
its  subsidiaries.  West Coast does not  expect to  receive  dividends  from its
subsidiaries during 1998.

At March 31,  1998,  West  Coast had cash and short  term  investments  totaling
$519,000. No significant cash receipts are expected for the remainder of 1998.


                                       17
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS
                                 MARCH 31, 1998
                                   (Unaudited)

West Coast anticipates cash expenditures  during 1998 to consist of debt service
payments and other operating  expenses.  West Coast's projected debt service for
the remainder of 1998 is expected to total $72,000.  West Coast anticipates that
other operating expenses will be approximately  $178,000 during the remainder of
1998.   Funds  to  meet  cash  needs  will  come  from  current  cash  resources
supplemented by sales of assets and possibly dividends from Sunwest.

CAPITAL RESOURCES AND DIVIDENDS

Sunwest  had a 13.14%,  14.39%  and  10.42%  Tier 1  risk-based  capital,  total
risk-based capital and leverage ratio at March 31, 1998, respectively. These are
above the regulatory minimums of 4.00%, 8.00% and 4.00%,  respectively.  Sunwest
is considered "well capitalized" under the regulatory capital guidelines.

The Company had no material commitments for capital expenditures as of March 31,
1998.


                                       18
<PAGE>
                       WEST COAST BANCORP AND SUBSIDIARIES
                                 MARCH 31, 1998

                                     PART II

                                OTHER INFORMATION



Item 1.  Legal Proceedings
- -------------------------------
NONE

Item 2.  Changes in Securities
- -----------------------------------
NONE

Item 3.  Defaults Upon Senior Securities
- ---------------------------------------------
NONE

Item 4.  Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------------
NONE

Item 5.  Other Information
- -------------------------------
NONE

Item 6.  Exhibits and Reports on Form 8-K
- ----------------------------------------------
(a)      Exhibits

         Exhibit 27 - Financial Data Schedule for March 31, 1998

(b)      Reports on Form 8-K

         None


                                       19
<PAGE>
                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.




WEST COAST BANCORP





          /s/John B. Joseph                               May 15, 1998
          -----------------------------------------       ----------------------
          John B. Joseph                                  Date
          Chief Executive Officer





          /s/Frank E. Smith                               May 15, 1998
          -----------------------------------------       ----------------------
          Frank E. Smith                                  Date
          Chief Financial Officer


                                       20
<PAGE>

<TABLE> <S> <C>


<ARTICLE>                                            9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-END>                                   MAR-31-1998
<CASH>                                         10486
<INT-BEARING-DEPOSITS>                         0
<FED-FUNDS-SOLD>                               18400
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    16304
<INVESTMENTS-CARRYING>                         0
<INVESTMENTS-MARKET>                           0
<LOANS>                                        97554
<ALLOWANCE>                                    2367
<TOTAL-ASSETS>                                 144505
<DEPOSITS>                                     128555
<SHORT-TERM>                                   0
<LIABILITIES-OTHER>                            646
<LONG-TERM>                                    1274
                          0
                                    0
<COMMON>                                       30176
<OTHER-SE>                                     (22440)
<TOTAL-LIABILITIES-AND-EQUITY>                 144505
<INTEREST-LOAN>                                2573
<INTEREST-INVEST>                              413
<INTEREST-OTHER>                               0
<INTEREST-TOTAL>                               2986
<INTEREST-DEPOSIT>                             729
<INTEREST-EXPENSE>                             778
<INTEREST-INCOME-NET>                          2208
<LOAN-LOSSES>                                  0
<SECURITIES-GAINS>                             0
<EXPENSE-OTHER>                                1860
<INCOME-PRETAX>                                274
<INCOME-PRE-EXTRAORDINARY>                     274
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   274
<EPS-PRIMARY>                                  .03
<EPS-DILUTED>                                  .03
<YIELD-ACTUAL>                                 6.83
<LOANS-NON>                                    0
<LOANS-PAST>                                   31
<LOANS-TROUBLED>                               3048
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               2364
<CHARGE-OFFS>                                  14
<RECOVERIES>                                   17
<ALLOWANCE-CLOSE>                              2367
<ALLOWANCE-DOMESTIC>                           2367
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0
        


</TABLE>


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