Annual Statements Open main menu

WESTAMERICA BANCORPORATION - Annual Report: 2018 (Form 10-K)

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark one)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

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: 001-09383

 

WESTAMERICA BANCORPORATION

(Exact name of the registrant as specified in its charter)

 

CALIFORNIA 94-2156203
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

 

1108 FIFTH AVENUE, SAN RAFAEL, CALIFORNIA 94901

(Address of principal executive offices) (zip code)

 

Registrant’s telephone number, including area code: (707) 863-6000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class: Name of each exchange on which registered:

Common Stock, no par value

 

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☒ NO ☐

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ☐ NO ☒

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

 

Indicate by check mark if whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files.) YES ☒ NO ☐

 

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☒     Accelerated filer ☐                   Non-accelerated filer ☐  
Smaller reporting company ☐ Emerging growth company ☐
         

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

 

The aggregate market value of the Common Stock held by non-affiliates of the registrant as of June 30, 2018 as reported on the NASDAQ Global Select Market, was $1,072,647,598.47 . Shares of Common Stock held by each executive officer and director and by each person who owns 10% or more of the outstanding Common Stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

Number of shares outstanding of each of the registrant’s classes of common stock, as of the close of business on February 20, 2019: 26,889,495 Shares

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the definitive Proxy Statement relating to registrant’s Annual Meeting of Shareholders, to be held on April 25, 2019, are incorporated by reference in Items 10, 11, 12, 13 and 14 of Part III to the extent described therein.

 

 

 

 

TABLE OF CONTENTS

 

 

   Page
PART I  
Item 1 Business 2
Item 1A Risk Factors 9
Item 1B Unresolved Staff Comments 14
Item 2 Properties 14
Item 3 Legal Proceedings 14
Item 4 Mine Safety Disclosures 15
PART II  
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 15
Item 6 Selected Financial Data 19
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations 20
Item 7A Quantitative and Qualitative Disclosures About Market Risk 46
Item 8 Financial Statements and Supplementary Data 46
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 93
Item 9A Controls and Procedures 93
Item 9B Other Information 93
PART III  
Item 10 Directors, Executive Officers and Corporate Governance 94
Item 11 Executive Compensation 94
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 95
Item 13 Certain Relationships, Related Transactions and Director Independence 95
Item 14 Principal Accountant Fees and Services 95
PART IV  
Item 15 Exhibits, Financial Statement Schedules 95
Signatures 96
Exhibit Index 97

 

-1-

 

FORWARD-LOOKING STATEMENTS

 

This Report on Form 10-K contains forward-looking statements about Westamerica Bancorporation for which it claims the protection of the safe harbor provisions contained in the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, but are not limited to: (i) projections of revenues, expenses, future credit quality and performance, the appropriateness of the allowance for loan losses, loan growth or reduction, mitigation of risk in the Company’s loan and investment securities portfolios, income or loss, earnings or loss per share, the payment or nonpayment of dividends, capital structure and other financial items; (ii) statements of plans, objectives and expectations of the Company or its management or board of directors, including those relating to products or services; (iii) statements of future economic performance; and (iv) statements of assumptions underlying such statements. Words such as "believes", "anticipates", "expects", “estimates”, "intends", "targeted", "projected", “forecast”, "continue", "remain", "will", "should", "may" and other similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

 

These forward-looking statements are based on Management’s current knowledge and belief and include information concerning the Company’s possible or assumed future financial condition and results of operations. A number of factors, some of which are beyond the Company’s ability to predict or control, could cause future results to differ materially from those contemplated. These factors include but are not limited to (1) the length and severity of any difficulties in the global, national and California economies and the effects of government efforts to address those difficulties; (2) liquidity levels in capital markets; (3) fluctuations in asset prices including, but not limited to stocks, bonds, real estate, and commodities; (4) the effect of acquisitions and integration of acquired businesses; (5) economic uncertainty created by terrorist threats and attacks on the United States, the actions taken in response, and the uncertain effect of these events on the national and regional economies; (6) changes in the interest rate environment; (7) changes in the regulatory environment; (8) competitive pressure in the banking industry; (9) operational risks including a failure or breach in data processing or security systems or those of third party vendors and other service providers, including as a result of cyber attacks or fraud; (10) volatility of interest rate sensitive loans, deposits and investments; (11) asset/liability management risks and liquidity risks; (12) the effect of natural disasters, including earthquakes, hurricanes, fire, flood, drought, and other disasters, on the uninsured value of the Company’s assets and of loan collateral, the financial condition of debtors and issuers of investment securities, the economic conditions affecting the Company’s market place, and commodities and asset values; (13) changes in the securities markets and (14) the outcome of contingencies, such as legal proceedings. However, the reader should not consider the above-mentioned factors to be a complete set of all potential risks or uncertainties.

 

Forward-looking statements speak only as of the date they are made. The Company undertakes no obligation to update any forward-looking statements in this report to reflect circumstances or events that occur after the date forward looking statements are made, except as may be required by law. See also “Risk Factors” in Item 1A and other risk factors discussed elsewhere in this report.

 

 

PART I

 

ITEM 1. BUSINESS

 

Westamerica Bancorporation (the “Company”) is a bank holding company registered under the Bank Holding Company Act of 1956, as amended (“BHCA”). Its legal headquarters are located at 1108 Fifth Avenue, San Rafael, California 94901. Principal administrative offices are located at 4550 Mangels Boulevard, Fairfield, California 94534 and its telephone number is (707) 863-6000. The Company provides a full range of banking services to individual and commercial customers in Northern and Central California through its subsidiary bank, Westamerica Bank (“WAB” or the “Bank”). The principal communities served are located in Northern and Central California, from Mendocino, Lake and Nevada Counties in the north to Kern County in the south. The Company’s strategic focus is on the banking needs of small businesses. In addition, the Bank owns 100% of the capital stock of Community Banker Services Corporation (“CBSC”), a company engaged in providing the Company and its subsidiaries with data processing services and other support functions.

 

The Company was incorporated under the laws of the State of California in 1972 as “Independent Bankshares Corporation” pursuant to a plan of reorganization among three previously unaffiliated Northern California banks. The Company operated as a multi-bank holding company until mid-1983, at which time the then six subsidiary banks were merged into a single bank named Westamerica Bank and the name of the holding company was changed to Westamerica Bancorporation.

 

The Company acquired five banks within its immediate market area during the early to mid 1990’s. In April 1997, the Company acquired ValliCorp Holdings, Inc., parent company of ValliWide Bank, the largest independent bank holding company headquartered in Central California. Under the terms of all of the merger agreements, the Company issued shares of its common stock in exchange for all of the outstanding shares of the acquired institutions. The subsidiary banks acquired were merged with and into WAB. These six  aforementioned business combinations were accounted for as poolings-of-interests.

 

-2-

 

During the period 2000 through 2005, the Company acquired three additional banks. These acquisitions were accounted for using the purchase accounting method.

 

On February 6, 2009, Westamerica Bank acquired the banking operations of County Bank (“County”) from the Federal Deposit Insurance Corporation (“FDIC”). On August 20, 2010, Westamerica Bank acquired assets and assumed liabilities of the former Sonoma Valley Bank (“Sonoma”) from the FDIC. The County and Sonoma acquired assets and assumed liabilities were measured at estimated fair values, as required by FASB ASC 805, Business Combinations.

 

At December 31, 2018, the Company had consolidated assets of approximately $5.6 billion, deposits of approximately $4.9 billion and shareholders’ equity of approximately $616 million. The Company and its subsidiaries employed 762 full-time equivalent staff as of December 31, 2018.

 

The Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports as well as beneficial ownership reports on Forms 3, 4 and 5 are available through the SEC’s website (https://www.sec.gov). Such documents as well as the Company’s director, officer and employee Code of Conduct and Ethics are also available free of charge from the Company by request to:

 

Westamerica Bancorporation

Corporate Secretary A-2M

Post Office Box 1200

Suisun City, California 94585-1200

 

Supervision and Regulation

 

The following is not intended to be an exhaustive description of the statutes and regulations applicable to the Company’s or the Bank’s business. The description of statutory and regulatory provisions is qualified in its entirety by reference to the particular statutory or regulatory provisions. Moreover, major new legislation and other regulatory changes affecting the Company, the Bank, and the financial services industry in general have occurred in the last several years and can be expected to occur in the future. The nature, timing and impact of new and amended laws and regulations cannot be accurately predicted.

 

Regulation and Supervision of Bank Holding Companies

 

The Company is a bank holding company subject to the BHCA. The Company reports to, is registered with, and may be examined by, the Board of Governors of the Federal Reserve System (“FRB”). The FRB also has the authority to examine the Company’s subsidiaries. The Company is a bank holding company within the meaning of Section 3700 of the California Financial Code. As such, the Company and the Bank are subject to examination by, and may be required to file reports with, the Commissioner of the California Department of Business Oversight (the “Commissioner”).

 

The FRB has significant supervisory and regulatory authority over the Company and its affiliates. The FRB requires the Company to maintain certain levels of capital. See “Capital Standards.” The FRB also has the authority to take enforcement action against any bank holding company that commits any unsafe or unsound practice, or violates certain laws, regulations or conditions imposed in writing by the FRB. Under the BHCA, the Company is required to obtain the prior approval of the FRB before it acquires, merges or consolidates with any bank or bank holding company. Any company seeking to acquire, merge or consolidate with the Company also would be required to obtain the prior approval of the FRB.

 

The Company is generally prohibited under the BHCA from acquiring ownership or control of more than 5% of any class of voting shares of any company that is not a bank or bank holding company and from engaging directly or indirectly in activities other than banking, managing banks, or providing services to affiliates of the holding company. However, a bank holding company, with the approval of the FRB, may engage, or acquire the voting shares of companies engaged, in activities that the FRB has determined to be closely related to banking or managing or controlling banks. A bank holding company must demonstrate that the benefits to the public of the proposed activity will outweigh the possible adverse effects associated with such activity.

 

The FRB generally prohibits a bank holding company from declaring or paying a cash dividend that would impose undue pressure on the capital of subsidiary banks or would be funded only through borrowing or other arrangements which might adversely affect a bank holding company’s financial position. Under the FRB policy, a bank holding company should not continue its existing rate of cash dividends on its common stock unless its net income is sufficient to fully fund each dividend and its prospective rate of earnings retention appears consistent with its capital needs, asset quality and overall financial condition. See the section entitled “Restrictions on Dividends and Other Distributions” for additional restrictions on the ability of the Company and the Bank to pay dividends.

 

-3-

 

Transactions between the Company and the Bank are restricted under Regulation W. The regulation codifies prior interpretations of the FRB and its staff under Sections 23A and 23B of the Federal Reserve Act. In general, subject to certain specified exemptions, a bank or its subsidiaries are limited in their ability to engage in “covered transactions” with affiliates: (a) to an amount equal to 10% of the bank’s capital and surplus, in the case of covered transactions with any one affiliate; and (b) to an amount equal to 20% of the bank’s capital and surplus, in the case of covered transactions with all affiliates. The Company is considered to be an affiliate of the Bank. A “covered transaction” includes, among other things, a loan or extension of credit to an affiliate; a purchase of securities issued by an affiliate; a purchase of assets from an affiliate, with some exceptions; and the issuance of a guarantee, acceptance or letter of credit on behalf of an affiliate.

 

Federal regulations governing bank holding companies and change in bank control (Regulation Y) provide for a streamlined and expedited review process for bank acquisition proposals submitted by well-run bank holding companies. These provisions of Regulation Y are subject to numerous qualifications, limitations and restrictions. In order for a bank holding company to qualify as “well-run,” both it and the insured depository institutions which it controls must meet the “well capitalized” and “well managed” criteria set forth in Regulation Y.

 

The Gramm-Leach-Bliley Act (the “GLBA”), or the Financial Services Act of 1999, repealed provisions of the Glass-Steagall Act, which had prohibited commercial banks and securities firms from affiliating with each other and engaging in each other’s businesses. Thus, many of the barriers prohibiting affiliations between commercial banks and securities firms have been eliminated.

 

The BHCA was also amended by the GLBA to allow new “financial holding companies” (“FHCs”) to offer banking, insurance, securities and other financial products to consumers. Specifically, the GLBA amended section 4 of the BHCA in order to provide for a framework for the engagement in new financial activities. A bank holding company (“BHC”) may elect to become an FHC if all its subsidiary depository institutions are well capitalized and well managed. If these requirements are met, a BHC may file a certification to that effect with the FRB and declare that it elects to become an FHC. After the certification and declaration is filed, the FHC may engage either de novo or through an acquisition in any activity that has been determined by the FRB to be financial in nature or incidental to such financial activity. BHCs may engage in financial activities without prior notice to the FRB if those activities qualify under the list of permissible activities in section 4(k) of the BHCA. However, notice must be given to the FRB within 30 days after an FHC has commenced one or more of the financial activities. The Company has not elected to become an FHC.

 

Regulation and Supervision of Banks

 

The Bank is a California state-chartered Federal Reserve member bank and its deposits are insured by the FDIC. The Bank is subject to regulation, supervision and regular examination by the California Department of Business Oversight (“DBO”) and the FRB. The regulations of these agencies affect most aspects of the Bank’s business and prescribe permissible types of loans and investments, the amount of required reserves, requirements for branch offices, the permissible scope of its activities and various other requirements.

 

In addition to federal banking law, the Bank is also subject to applicable provisions of California law. Under California law, the Bank is subject to various restrictions on, and requirements regarding, its operations and administration including the maintenance of branch offices and automated teller machines, capital requirements, deposits and borrowings, shareholder rights and duties, and investment and lending activities.

 

In addition, the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”) imposes limitations on the activities and equity investments of state chartered, federally insured banks. FDICIA also prohibits a state bank from making an investment or engaging in any activity as a principal that is not permissible for a national bank, unless the Bank is adequately capitalized and the FDIC approves the investment or activity after determining that such investment or activity does not pose a significant risk to the deposit insurance fund.

 

On July 21, 2010, financial regulatory reform legislation entitled the "Dodd-Frank Wall Street Reform and Consumer Protection Act" (the "Dodd-Frank Act") was signed into law. The Dodd-Frank Act implemented far-reaching changes across the financial regulatory landscape, including provisions that, among other things:

 

-4-

 

Centralized responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau, responsible for implementing, examining and (as to banks with $10 billion or more in assets) enforcing compliance with federal consumer financial laws.
Restricted the preemption of state law by federal law and disallowed subsidiaries and affiliates of national banks from availing themselves of such preemption.
Applied the same leverage and risk-based capital requirements that would apply to insured depository institutions to most bank holding companies.
Required bank regulatory agencies to seek to make their capital requirements for banks countercyclical so that capital requirements increase in times of economic expansion and decrease in times of economic contraction.
Changed the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible capital, eliminated the ceiling on the size of the Deposit Insurance Fund ("DIF") and increased the floor of the size of the DIF.
Imposed comprehensive regulation of the over-the-counter derivatives market, which would include certain provisions that would effectively prohibit insured depository institutions from conducting certain derivatives businesses in the institution itself.
Required large, publicly traded bank holding companies to create a risk committee responsible for the oversight of enterprise risk management.
Implemented corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that would apply to all public companies, not just financial institutions.
Made permanent the $250 thousand limit for federal deposit insurance.
Repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transaction and other accounts.
Amended the Electronic Fund Transfer Act ("EFTA") to, among other things, give the FRB the authority to establish rules regarding interchange fees charged for electronic debit transactions by payment card issuers having assets over $10 billion and to enforce a new statutory requirement that such fees be reasonable and proportional to the actual cost of a transaction to the issuer. While the Company’s assets are currently less than $10 billion, interchange fees charged by larger institutions may dictate the level of fees smaller institutions will be able to charge to remain competitive.

 

Provisions in the legislation that affect the payment of interest on demand deposits and interchange fees may increase the costs associated with deposits as well as place limitations on certain revenues those deposits may generate.

 

Capital Standards

 

The federal banking agencies have risk-based capital adequacy guidelines intended to provide a measure of capital adequacy that reflects the degree of risk associated with a banking organization’s operations for both transactions resulting in assets being recognized on the balance sheet as assets, and the extension of credit facilities such as letters of credit and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. government securities, to 1250% for assets with relatively higher credit risk, such as certain securitizations. A banking organization’s risk-based capital ratios are obtained by dividing its qualifying capital by its total risk-adjusted assets and off balance sheet items.

 

The federal banking agencies take into consideration concentrations of credit risk and risks from nontraditional activities, as well as an institution’s ability to manage those risks, when determining the adequacy of an institution’s capital. This evaluation is made as a part of the institution’s regular safety and soundness examination. The federal banking agencies also consider interest rate risk (related to the interest rate sensitivity of an institution’s assets and liabilities, and its off balance sheet financial instruments) in the evaluation of a bank’s capital adequacy.

 

As of December 31, 2018, the Company’s and the Bank’s respective ratios exceeded applicable regulatory requirements. See Note 9 to the consolidated financial statements for capital ratios of the Company and the Bank, compared to minimum capital requirements and for the Bank the standards for well capitalized depository institutions.

 

On July 2, 2013, the Federal Reserve Board approved a final rule that implements changes to the regulatory capital framework for all banking organizations over a transitional period 2015 through 2018.

 

See the sections entitled “Capital Resources and Capital to Risk-Adjusted Assets” in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information.

 

-5-

 

Prompt Corrective Action and Other Enforcement Mechanisms

 

FDICIA requires each federal banking agency to take prompt corrective action to resolve the problems of insured depository institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios.

 

An institution that, based upon its capital levels, is classified as “well capitalized,” “adequately capitalized” or “undercapitalized” may be treated as though it were in the next lower capital category if the appropriate federal banking agency, after notice and opportunity for hearing, determines that an unsafe or unsound condition or an unsafe or unsound practice warrants such treatment. At each successive lower capital category, an insured depository institution is subject to more restrictions. In addition to measures taken under the prompt corrective action provisions, commercial banking organizations may be subject to potential enforcement actions by the federal banking agencies for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency.

 

Safety and Soundness Standards

 

FDICIA has implemented certain specific restrictions on transactions and required federal banking regulators to adopt overall safety and soundness standards for depository institutions related to internal control, loan underwriting and documentation, and asset growth. Among other things, FDICIA limits the interest rates paid on deposits by undercapitalized institutions, restricts the use of brokered deposits, limits the aggregate extensions of credit by a depository institution to an executive officer, director, principal shareholder or related interest, and reduces deposit insurance coverage for deposits offered by undercapitalized institutions for deposits by certain employee benefits accounts. The federal banking agencies may require an institution to submit an acceptable compliance plan as well as have the flexibility to pursue other more appropriate or effective courses of action given the specific circumstances and severity of an institution’s noncompliance with one or more standards.

 

Federal banking agencies require banks to maintain adequate valuation allowances for potential credit losses. The Company has an internal staff that continually reviews loan quality and reports to the Board of Directors. This analysis includes a detailed review of the classification and categorization of problem loans, assessment of the overall quality and collectability of the loan portfolio, consideration of loan loss experience, trends in problem loans, concentration of credit risk, and current economic conditions, particularly in the Bank’s market areas. Based on this analysis, Management, with the review and approval of the Board, determines the adequate level of allowance required. The allowance is allocated to different segments of the loan portfolio, but the entire allowance is available for the loan portfolio in its entirety.

 

Restrictions on Dividends and Other Distributions

 

The Company’s ability to pay dividends to its shareholders is subject to the restrictions set forth in the California General Corporation Law (“CGCL”). The CGCL provides that a corporation may make a distribution to its shareholders if (i) the corporation’s retained earnings equal or exceed the amount of the proposed distribution plus unpaid accrued dividends (if any) on securities with a dividend preference, or (ii) immediately after the dividend, the corporation’s total assets equal or exceed total liabilities plus unpaid accrued dividends (if any) on securities with a dividend preference.

 

The Company’s ability to pay dividends depends in part on the Bank’s ability to pay cash dividends to the Company. The power of the board of directors of an insured depository institution to declare a cash dividend or other distribution with respect to capital is subject to statutory and regulatory restrictions which limit the amount available for such distribution depending upon the earnings, financial condition and cash needs of the institution, as well as general business conditions. FDICIA prohibits insured depository institutions from paying management fees to any controlling persons or, with certain limited exceptions, making capital distributions, including dividends, if, after such transaction, the institution would be undercapitalized.

 

In addition to the restrictions imposed under federal law, banks chartered under California law generally may only pay cash dividends to the extent such payments do not exceed the lesser of retained earnings of the bank or the bank’s net income for its last three fiscal years (less any distributions to shareholders during this period). In the event a bank desires to pay cash dividends in excess of such amount, the bank may pay a cash dividend with the prior approval of the Commissioner in an amount not exceeding the greatest of the bank’s retained earnings, the bank’s net income for its last fiscal year or the bank’s net income for its current fiscal year.

 

The federal banking agencies also have the authority to prohibit a depository institution or its holding company from engaging in business practices which are considered to be unsafe or unsound, possibly including payment of dividends or other payments under certain circumstances even if such payments are not expressly prohibited by statute. The Federal Reserve Board has issued guidance indicating its expectations that a bank holding company will inform and consult with Federal Reserve supervisory staff sufficiently in advance of (i) declaring and paying a dividend that could raise safety and soundness concerns (e.g., declaring and paying a dividend that exceeds earnings for the period for which the dividend is being paid); (ii) redeeming or repurchasing regulatory capital instruments when the bank holding company is experiencing financial weaknesses; or (iii) redeeming or repurchasing common stock or perpetual preferred stock that would result in a net reduction as of the end of the quarter in the amount of such equity instruments outstanding compared with the beginning of the quarter in which the redemption or repurchase occurred.

 

-6-

 

Premiums for Deposit Insurance

 

Substantially all of the deposits of the Bank are insured up to applicable limits by the DIF of the FDIC and are subject to deposit insurance assessments to maintain the DIF. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank's capital level, asset quality and supervisory rating ("CAMELS rating").

 

In July 2010, Congress in the Dodd-Frank Act increased the minimum for the DIF reserve ratio, the ratio of the amount in the fund to insured deposits, from 1.15% to 1.35% and required that the ratio reach that level by September 30, 2020. Further, the Dodd-Frank Act made banks with $10 billion or more in assets responsible for the increase from 1.15% to 1.35%, among other provisions.

 

In October 2010, the FDIC adopted a new DIF restoration plan to ensure the DIF reaching 1.35% by September 30, 2020. In assessing its progress in restoring the reserves, at least semi-annually, the FDIC updates its loss and income projections for the fund and, if needed, increases or decreases assessment rates, following notice-and-comment rulemaking, if required.

 

In February 2011, the FDIC adopted a final rule effective April 1, 2011 to:

 

(1)Redefine the deposit insurance assessment base from total domestic deposits to average total assets minus average tangible equity as required by the Dodd-Frank Act;
(2)Change the deposit insurance assessment rates (which provide for progressively lower assessment rate schedules that will take effect when the reserve ratio exceeds 1.15%, 2%, and 2.5%) ;
(3)Implement the Dodd-Frank Act DIF dividend provisions; and
(4)Revise the risk-based assessment system for all “large” and “highly complex” insured depository institutions. “Large” depository institutions are defined generally as having more than $10 billion in assets and "highly complex" institutions have over $50 billion in assets and are fully owned by a parent with over $500 billion in assets. The Bank is neither a “large” nor “highly complex” institution.

 

In March, 2016, the FDIC issued a final rule to increase the DIF reserve ratio to the statutory minimum level of 1.35%, effective July 1, 2016, if the reserve ratio reached 1.15% before that date.

 

In August, 2016, the FDIC announced the DIF reserve ratio surpassed the 1.15% reserve ratio target, triggering three major changes:

 

(1)The decline in the range of initial assessment rates for all banks from 5-35 basis points to 3-30 basis points;
(2)The assessment of a quarterly surcharge on large banks equal to an annual rate of 4.5 basis points in addition to regular assessments; and
(3)A revised method to calculate risk-based assessment rates for established small banks (under $1 billion in assets) pursuant to an FDIC final rule issued April, 2016.

 

In September 2018, the FDIC issued a Financial Institutions Letter stating the Deposit Insurance Fund Reserve Ratio reached 1.36%, exceeding the statutorily required minimum reserve ratio of 1.35% ahead of the September 30, 2020, deadline required under the Dodd-Frank Act. FDIC regulations provide for two changes to deposit insurance assessments upon reaching the minimum: (1) surcharges on insured depository institutions with total consolidated assets of $10 billion or more (large banks) will cease; and (2) small banks will receive assessment credits for the portion of their assessments that contributed to the growth in the reserve ratio from between 1.15% and 1.35%, to be applied when the reserve ratio is at or above 1.38%. In January 2019, the Bank, which meets the definition of a “small Bank”, was advised by the FDIC its assessment credit to be applied when the reserve ratio is at or above 1.38% is $1.4 million which will reduce future assessment expenses. The Company cannot provide any assurance as to the effect of any future changes in its deposit insurance premium rates.

 

Community Reinvestment Act and Fair Lending Developments

 

The Bank is subject to certain fair lending requirements and reporting obligations involving home mortgage lending operations and Community Reinvestment Act (“CRA”) activities. The CRA generally requires the federal banking agencies to evaluate the record of financial institutions in meeting the credit needs of their local communities, including low and moderate income neighborhoods. In addition to substantive penalties and corrective measures that may be required for a violation of certain fair lending laws, the federal banking agencies may take compliance with such laws and CRA into account when regulating and supervising other activities including merger applications.

 

-7-

 

Financial Privacy Legislation and Customer Information Security

 

The GLBA, in addition to the previously described changes in permissible nonbanking activities permitted to banks, BHCs and FHCs, also required the federal banking agencies, among other federal regulatory agencies, to adopt regulations governing the privacy of consumer financial information. The Bank is subject to the FRB’s regulations in this area. The federal bank regulatory agencies have established standards for safeguarding nonpublic personal information about customers that implement provisions of the GLBA (the “Guidelines”). Among other things, the Guidelines require each financial institution, under the supervision and ongoing oversight of its Board of Directors or an appropriate committee thereof, to develop, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, to protect against any anticipated threats or hazards to the security or integrity of such information, and to protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer.

 

U.S.A. PATRIOT Act

 

Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“USA Patriot Act”) is the International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. It includes numerous provisions for fighting international money laundering and blocking terrorist access to the U.S. financial system. The goal of Title III is to prevent the U.S. financial system and the U.S. clearing mechanisms from being used by parties suspected of terrorism, terrorist financing and money laundering. The provisions of Title III of the USA Patriot Act which affect the Bank are generally set forth as amendments to the Bank Secrecy Act. These provisions relate principally to U.S. banking organizations’ relationships with foreign banks and with persons who are resident outside the United States. The USA Patriot Act does not impose any filing or reporting obligations for banking organizations, but does require certain additional due diligence and recordkeeping practices.

 

Sarbanes-Oxley Act of 2002

 

The stated goals of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. Sarbanes-Oxley generally applies to all companies, both U.S. and non-U.S., that file or are required to file periodic reports under the Securities Exchange Act of 1934 (the “Exchange Act”).

 

Sarbanes-Oxley includes very specific additional disclosure requirements and corporate governance rules, required the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules and mandates further studies of certain issues. Sarbanes-Oxley represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees and public company shareholders. Sarbanes-Oxley addresses, among other matters: (i) independent audit committees for reporting companies whose securities are listed on national exchanges or automated quotation systems and expanded duties and responsibilities for audit committees; (ii) certification of financial statements by the chief executive officer and the chief financial officer; (iii) the forfeiture of bonuses or other incentive-based compensation and profits from the sale of an issuer’s securities by directors and senior officers in the twelve month period following initial publication of any financial statements that later require restatement; (iv) a prohibition on insider trading during pension plan blackout periods; (v) disclosure of off-balance sheet transactions; (vi) a prohibition on personal loans to directors and officers under most circumstances with exceptions for certain normal course transactions by regulated financial institutions; (vii) expedited electronic filing requirements related to trading by insiders in an issuer’s securities on Form 4; (viii) disclosure of a code of ethics and filing a Form 8-K for a change or waiver of such code; (ix) accelerated filing of periodic reports; (x) the formation of the Public Company Accounting Oversight Board (“PCAOB”) to regulate public accounting firms and the audit of public companies that are subject to the securities laws; (xi) auditor independence; (xii) internal control evaluation and reporting; and (xiii) various increased criminal penalties for violations of securities laws.

 

Programs To Mitigate Identity Theft

 

In November 2007, federal banking agencies together with the National Credit Union Administration and Federal Trade Commission adopted regulations under the Fair and Accurate Credit Transactions Act of 2003 to require financial institutions and other creditors to develop and implement a written identity theft prevention program to detect, prevent and mitigate identity theft in connection with certain new and existing accounts. Covered accounts generally include consumer accounts and other accounts that present a reasonably foreseeable risk of identity theft. Each institution’s program must include policies and procedures designed to: (i) identify indicators, or “red flags,” of possible risk of identity theft; (ii) detect the occurrence of red flags; (iii) respond appropriately to red flags that are detected; and (iv) ensure that the program is updated periodically as appropriate to address changing circumstances. The regulations include guidelines that each institution must consider and, to the extent appropriate, include in its program.

 

-8-

 

Pending Legislation

 

Changes to state laws and regulations (including changes in interpretation or enforcement) can affect the operating environment of BHCs and their subsidiaries in substantial and unpredictable ways. From time to time, various legislative and regulatory proposals are introduced. These proposals, if codified, may change banking statutes and regulations and the Company’s operating environment in substantial and unpredictable ways. If codified, these proposals could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. The Company cannot accurately predict whether those changes in laws and regulations will occur, and, if those changes occur, the ultimate effect they would have upon our financial condition or results of operations. It is likely, however, that the current level of enforcement and compliance-related activities of federal and state authorities will continue and potentially increase.

 

Competition

 

The Bank’s principal competitors for deposits and loans are major banks and smaller community banks, savings and loan associations and credit unions. To a lesser extent, competitors include thrift and loans, mortgage brokerage companies and insurance companies. Other institutions, such as brokerage houses, mutual fund companies, credit card companies, and certain retail establishments offer investment vehicles that also compete with banks for deposit business. Federal legislation in recent years has encouraged competition between different types of financial institutions and fostered new entrants into the financial services market.

 

Legislative changes, as well as technological and economic factors, can be expected to have an ongoing impact on competitive conditions within the financial services industry. While the future impact of regulatory and legislative changes cannot be predicted with certainty, the business of banking will remain highly competitive.

 

ITEM 1A. RISK FACTORS

 

Readers and prospective investors in the Company’s securities should carefully consider the following risk factors as well as the other information contained or incorporated by reference in this Report.

 

The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties that Management is not aware of or focused on or that Management currently deems immaterial may also impair the Company’s business operations. This Report is qualified in its entirety by these risk factors.

 

If any of the following risks actually occur, the Company’s financial condition and results of operations could be materially and adversely affected. If this were to happen, the value of the company’s securities could decline significantly, and investors could lose all or part of their investment in the Company’s common stock.

 

-9-

 

Market and Interest Rate Risk

 

Changes in interest rates could reduce income and cash flow.

 

The Company’s income and cash flow depend to a great extent on the difference between the interest earned on loans and investment securities and the interest paid on deposits and other borrowings, and the Company’s success in competing for loans and deposits. The Company cannot control or prevent changes in the level of interest rates which fluctuate in response to general economic conditions, the policies of various governmental and regulatory agencies, in particular, the Federal Open Market Committee of the FRB, and pricing practices of the Company’s competitors. Changes in monetary policy, including changes in interest rates, will influence the origination of loans, the purchase of investments, the generation of deposits and other borrowings, and the rates received on loans and investment securities and paid on deposits and other liabilities. The discussion in this Report under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations – Asset, Liability and Market Risk Management” and “- Liquidity and Funding” and “Item 7A Quantitative and Qualitative Disclosures About Market Risk” is incorporated by reference in this paragraph.

 

Changes in capital market conditions could reduce asset valuations.

 

Capital market conditions, including interest rates, liquidity, investor confidence, bond issuer credit worthiness, perceived counter-party risk, the supply of and demand for financial instruments, the financial strength of market participants, and other factors can materially impact the value of the Company’s assets. An impairment in the value of the Company’s assets could result in asset write-downs, reducing the Company’s asset values, earnings, and equity.

 

The value of securities in the Company’s investment securities portfolio may be negatively affected by disruptions in securities markets

 

The market for some of the investment securities held in the Company’s portfolio can be extremely volatile. Volatile market conditions may detrimentally affect the value of these securities, such as through reduced valuations due to the perception of heightened credit and liquidity risks. There can be no assurance that the declines in market value will not result in other than temporary impairments of these assets, which would lead to loss recognition that could have a material adverse effect on the Company’s net income and capital levels.

 

The weakness of other financial institutions could adversely affect the Company.

 

Financial services institutions are interrelated as a result of trading, clearing, counterparty, or other relationships. The Company routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Many of these transactions expose the Company to credit risk in the event of default of the Company’s counterparty or client. In addition, the Company’s credit risk may be increased when the collateral the Company holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the secured obligation. There is no assurance that any such losses would not materially and adversely affect the Company’s results of operations or earnings.

 

Shares of Company common stock eligible for future sale or grant of stock options and other equity awards could have a dilutive effect on the market for Company common stock and could adversely affect the market price.

 

The Articles of Incorporation of the Company authorize the issuance of 150 million shares of common stock (and two additional classes of 1 million shares each, denominated “Class B Common Stock” and “Preferred Stock”, respectively) of which approximately 26.7 million shares of common stock were outstanding at December 31, 2018. Pursuant to its stock option plans, at December 31, 2018, the Company had outstanding options for 946 thousand shares of common stock, of which 457 thousand were currently exercisable. As of December 31, 2018, 713 thousand shares of Company common stock remained available for grants under the Company’s equity incentive plans. Sales of substantial amounts of Company common stock in the public market could adversely affect the market price of its common stock.

 

The Company’s payment of dividends on common stock could be eliminated or reduced.

 

Holders of the Company’s common stock are entitled to receive dividends only when, as and if declared by the Company’s Board of Directors. Although the Company has historically paid cash dividends on the Company’s common stock, the Company is not required to do so and the Company’s Board of Directors could reduce or eliminate the Company’s common stock dividend in the future.

 

-10-

 

The Company could repurchase shares of its common stock at price levels considered excessive.

 

The Company repurchases and retires its common stock in accordance with Board of Directors-approved share repurchase programs. At December 31, 2018, approximately 1.8 million shares remained available to repurchase under such plans. The Company has been active in repurchasing and retiring shares of its common stock when alternative uses of excess capital, such as acquisitions, have been limited. The Company could repurchase shares of its common stock at price levels considered excessive, thereby spending more cash on such repurchases as deemed reasonable and effectively retiring fewer shares than would be retired if repurchases were effected at lower prices.

 

Risks Related to the Nature and Geographical Location of the Company’s Business

 

The Company invests in loans that contain inherent credit risks that may cause the Company to incur losses.

 

The risk that borrowers may not pay interest or repay their loans as agreed is an inherent risk of the banking business. The company mitigates this risk by adhering to sound and proven underwriting practices, managed by experienced and knowledgeable credit professionals. Nonetheless, the Company may incur losses on loans that meet its underwriting criteria, and these losses may exceed the amounts set aside as reserves. The Company can provide no assurance that the credit quality of the loan portfolio will not deteriorate in the future and that such deterioration will not adversely affect the Company or its results of operations.

 

The Company’s operations are concentrated geographically in California, and poor economic conditions may cause the Company to incur losses.

 

Substantially all of the Company’s business is located in California. A portion of the loan portfolio of the Company is dependent on real estate. At December 31, 2018, real estate served as the principal source of collateral with respect to approximately 55% of the Company’s loan portfolio. The Company’s financial condition and operating results will be subject to changes in economic conditions in California. The California economy was severely affected by the recessionary period of 2008 to 2009. Much of the California real estate market experienced a decline in values of varying degrees. This decline had an adverse impact on the business of some of the Company’s borrowers and on the value of the collateral for many of the Company’s loans. Generally, the counties surrounding and near San Francisco Bay have recovered more soundly from the recent recession than counties in the California “Central Valley,” from Sacramento in the north to Bakersfield in the south. Approximately 22% of the Company’s loans are to borrowers in the California “Central Valley.” Economic conditions in California’s diverse geographic markets can be vastly different and are subject to various uncertainties, including the condition of the construction and real estate sectors, the effect of drought on the agricultural sector and its infrastructure, and the California state and municipal governments’ budgetary and fiscal conditions. The Company can provide no assurance that conditions in any sector or geographic market of the California economy will not deteriorate in the future and that such deterioration will not adversely affect the Company.

 

The markets in which the Company operates are subject to the risk of earthquakes, fires, storms and other natural disasters.

 

All of the properties of the Company are located in California. Also, most of the real and personal properties which currently secure a majority of the Company’s loans are located in California. Further, the Company invests in securities issued by companies and municipalities operating throughout the United States, and in mortgage-backed securities collateralized by real property located throughout the United States. California and other regions of the United States are prone to earthquakes, brush and wildfires, flooding, drought and other natural disasters. In addition to possibly sustaining uninsured damage to its own properties, if there is a major earthquake, flood, drought, fire or other natural disaster, the Company faces the risk that many of its debtors may experience uninsured property losses, or sustained business or employment interruption and/or loss which may materially impair their ability to meet the terms of their debt obligations. A major earthquake, flood, prolonged drought, fire or other natural disaster in California or other regions of the United States could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.

 

Adverse changes in general business or economic conditions could have a material adverse effect on the Company’s financial condition and results of operations.

 

A sustained or continuing weakness or weakening in business and economic conditions generally or specifically in the principal markets in which the Company does business could have one or more of the following adverse impacts on the Company’s business:

 

·a decrease in the demand for loans and other products and services offered by the Company;
·an increase or decrease in the usage of unfunded credit commitments;
·an increase or decrease in the amount of deposits;
·a decrease in non-depository funding available to the Company;

 

-11-

 

·an impairment of certain intangible assets, including goodwill;
·an increase in the number of clients and counterparties who become delinquent, file for protection under bankruptcy laws or default on their loans or other obligations to the Company, which could result in a higher level of nonperforming assets, net charge-offs, provision for loan losses, reduced interest revenue and cash flows, and valuation adjustments on assets;
·an impairment in the value of investment securities;
·an impairment in the value of life insurance policies owned by the Company;
·an impairment in the value of real estate owned by the Company.

 

The 2008 - 2009 financial crisis led to the failure or merger of a number of financial institutions. Financial institution failures can result in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. The failure of institutions with FDIC insured deposits can cause the DIF reserve ratio to decline, resulting in increased deposit insurance assessments on surviving FDIC insured institutions. Weak economic conditions can significantly weaken the strength and liquidity of financial institutions.

 

The Company’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, are highly dependent upon the business environment in the markets where the Company operates, in the State of California and in the United States as a whole. A favorable business environment is generally characterized by, among other factors, economic growth, healthy labor markets, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by: declines in economic growth, high rates of unemployment, deflation, declines in business activity or consumer, investor or business confidence; limitations on the availability of or increases in the cost of credit and capital; increases in inflation; natural disasters; or a combination of these or other factors.

 

Such business conditions could adversely affect the credit quality of the Company’s loans, the demand for loans, loan volumes and related revenue, securities valuations, amounts of deposits, availability of funding, results of operations and financial condition.

 

Regulatory Risks

 

Restrictions on dividends and other distributions could limit amounts payable to the Company.

 

As a holding company, a substantial portion of the Company’s cash flow typically comes from dividends paid by the Bank. Various statutory provisions restrict the amount of dividends the Company’s subsidiaries can pay to the Company without regulatory approval. A reduction in subsidiary dividends paid to the Company could limit the capacity of the Company to pay dividends. In addition, if any of the Company’s subsidiaries were to liquidate, that subsidiary’s creditors will be entitled to receive distributions from the assets of that subsidiary to satisfy their claims against it before the Company, as a holder of an equity interest in the subsidiary, will be entitled to receive any of the assets of the subsidiary.

 

Adverse effects of changes in banking or other laws and regulations or governmental fiscal or monetary policies could adversely affect the Company.

 

The Company is subject to significant federal and state regulation and supervision, which is primarily for the benefit and protection of the Company’s customers and not for the benefit of investors. In the past, the Company’s business has been materially affected by these regulations.

 

Laws, regulations or policies, including accounting standards and interpretations currently affecting the Company and the Company’s subsidiaries, may change at any time. Regulatory authorities may also change their interpretation of these statutes and regulations. Therefore, the Company’s business may be adversely affected by any future changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement including future acts of terrorism, major U.S. corporate bankruptcies and reports of accounting irregularities at U.S. public companies.

 

Additionally, the Company’s business is affected significantly by the fiscal and monetary policies of the federal government and its agencies. The Company is particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States of America. Among the instruments of monetary policy available to the FRB are (a) conducting open market operations in U.S. government securities, (b) changing the discount rates of borrowings by depository institutions, (c) changing interest rates paid on balances financial institutions deposit with the FRB, and (d) imposing or changing reserve requirements against certain borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the FRB may have a material effect on the Company’s business, results of operations and financial condition. Under long- standing policy of the FRB, a BHC is expected to act as a source of financial strength for its subsidiary banks. As a result of that policy, the Company may be required to commit financial and other resources to its subsidiary bank in circumstances where the Company might not otherwise do so.

 

-12-

 

Following the recessions of 2008 and 2009, the FRB provided vast amounts of liquidity into the banking system. The FRB purchased large quantities of U.S. government securities, including agency-backed mortgage securities, increasing the demand for such securities thereby reducing interest rates. Interest rates remained historically low through 2016 as the monetary policy of the Federal Open Market Committee (the “FOMC”) was highly accommodative. The FRB began reducing these asset purchase activities in the fourth quarter 2013 and the FOMC began removing monetary stimulus in December 2016 and has increased the federal funds rate by 2.00 percent to 2.50 percent through December 2018. The raised target range for the federal funds rate could reduce liquidity in the markets and cause interest rates to rise, thereby increasing funding costs to the Bank, reducing the availability of funds to the Bank to finance its existing operations, and causing fixed-rate investment securities and loans to decline in value.

 

Federal and state governments could pass legislation detrimental to the Company’s performance.

 

As an example, the Company could experience higher credit losses because of federal or state legislation or regulatory action that reduces the amount the Bank's borrowers are otherwise contractually required to pay under existing loan contracts. Also, the Company could experience higher credit losses because of federal or state legislation or regulatory action that limits or delays the Bank's ability to foreclose on property or other collateral or makes foreclosure less economically feasible. Federal, state and local governments could pass tax legislation causing the Company to pay higher levels of taxes.

 

The FDIC insures deposits at insured financial institutions up to certain limits. The FDIC charges insured financial institutions premiums to maintain the Deposit Insurance Fund. The FDIC may increase premium assessments to maintain adequate funding of the Deposit Insurance Fund.

 

The behavior of depositors in regard to the level of FDIC insurance could cause our existing customers to reduce the amount of deposits held at the Bank, and could cause new customers to open deposit accounts at the Bank. The level and composition of the Bank's deposit portfolio directly impacts the Bank's funding cost and net interest margin.

 

Systems, Accounting and Internal Control Risks

 

The accuracy of the Company’s judgments and estimates about financial and accounting matters will impact operating results and financial condition.

 

The discussion under “Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in this Report and the information referred to in that discussion is incorporated by reference in this paragraph. The Company makes certain estimates and judgments in preparing its financial statements. The quality and accuracy of those estimates and judgments will have an impact on the Company’s operating results and financial condition.

 

A new accounting standard will significantly change the manner in which the Company recognizes credit losses and may have a material impact on the Company’s results of operations, financial condition or liquidity.

 

In June 2016, the Financial Accounting Standards Board (“FASB”) issued a new accounting update, FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU changes the accounting for estimates for credit losses related to financial assets measured at amortized cost and certain other contracts. The ASU replaces the currently incurred loss model with model based on current expected credit loss (“CECL”), which will accelerate recognition of credit losses. Additionally credit losses relating to debt securities available-for-sale will be recorded through an allowance for credit losses under the new standard. The Company will be required to adopt the ASU provisions on January 1, 2010. The ASU will significantly change the manner in which the Company determines the adequacy of its allowance for loan losses. The Company is evaluating the impact the CECL model will have, but the Company may recognize a one-time cumulative-effect adjustment to its allowance for loan losses as of the beginning of the first reporting period in which the new standard is effective. Any required adjustment to the allowance for loan losses resulting from this change in methodology will be accomplished through an offsetting after-tax-adjustment to shareholders’ equity. Moreover, the CECL model may create more volatility in the level of the allowance for loan losses after adoption. If the Company is required to materially increase the level of its allowance for loan losses for any reason, such increase could adversely affect its business, financial condition and results of operations.

 

-13-

 

The Company’s information systems may experience an interruption or breach in security.

 

The Company relies heavily on communications and information systems, including those of third party vendors and other service providers, to conduct its business. Any failure, interruption or breach in security of these systems could result in failures or disruptions in the Company’s data processing, accounting, customer relationship management and other systems. Communication and information systems failures can result from a variety of risks including, but not limited to, events that are wholly or partially out of the Company’s control, such as telecommunication line integrity, weather, terrorist acts, natural disasters, accidental disasters, unauthorized breaches of security systems, energy delivery systems, cyber attacks, and other events. Although the Company devotes significant resources to maintain and regularly upgrade its systems and processes that are designed to protect the security of the Company’s computer systems, software, networks and other technology assets and the confidentiality, integrity and availability of information belonging to the Company and its customers, there is no assurance that any such failures, interruptions or security breaches will not occur or, if they do occur, that they will be adequately corrected by the Company or its vendors. The occurrence of any such failures, interruptions or security breaches could damage the Company’s reputation, result in a loss of customer business, subject the Company to additional regulatory scrutiny, or expose the Company to litigation and possible financial liability, any of which could have a material adverse effect on the Company’s financial condition and results of operations.

 

The Company’s controls and procedures may fail or be circumvented.

 

Management regularly reviews and updates the Company’s internal control over financial reporting, disclosure controls and procedures, and corporate governance policies and procedures. The Company maintains controls and procedures to mitigate against risks such as processing system failures and errors, and customer or employee fraud, and maintains insurance coverage for certain of these risks. Any system of controls and procedures, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Events could occur which are not prevented or detected by the Company’s internal controls or are not insured against or are in excess of the Company’s insurance limits or insurance underwriters’ financial capacity. Any failure or circumvention of the Company’s controls and procedures or failure to comply with regulations related to controls and procedures could have a material adverse effect on the Company’s business, results of operations and financial condition.

  

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

None

 

ITEM 2. PROPERTIES

 

Branch Offices and Facilities

 

Westamerica Bank is engaged in the banking business through 80 branch offices in 21 counties in Northern and Central California. WAB believes all of its offices are constructed and equipped to meet prescribed security requirements.

 

The Company owns 28 banking office locations and one centralized administrative service center facility and leases 58 facilities.  Most of the leases contain renewal options and provisions for rental increases, principally for changes in the cost of living index, and for changes in other operating costs such as property taxes and maintenance.

  

ITEM 3. LEGAL PROCEEDINGS

 

Due to the nature of its business, the Company is subject to various threatened or filed legal cases. Based on the advice of legal counsel, the Company does not expect such cases will have a material, adverse effect on its financial position or results of operations. Legal liabilities are accrued when obligations become probable and the amount can be reasonably estimated. In the third quarter 2018, the Company achieved a mediated settlement to dismiss a lawsuit, subject to court approval, and accrued a liability for $3,500 thousand.

 

The Company has determined that it will be obligated to provide refunds of revenue recognized in years prior to 2017 to some customers. The Company estimates the probable amount of these obligations will be $5,542 thousand and accrued a liability for such amount in 2017; the estimated liability is subject to revision.

 

-14-

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable

 

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

The Company’s common stock is traded on the NASDAQ Stock Market (“NASDAQ”) under the symbol “WABC”. The following table shows the high and the low sales prices for the common stock, for each quarter, as reported by NASDAQ:

 

   High   Low 
2018:          
First quarter   $62.52   $55.72 
Second quarter    60.68    55.81 
Third quarter    64.52    57.56 
Fourth quarter    63.20    52.75 
2017:          
First quarter   $64.07   $54.12 
Second quarter    57.78    51.31 
Third quarter    59.54    49.54 
Fourth quarter    63.03    53.96 

 

As of January 31, 2019, there were approximately 5,500 shareholders of record of the Company’s common stock.

 

The Company has paid cash dividends on its common stock in every quarter since its formation in 1972. See Item 8, Financial Statements and Supplementary Data, Note 20 to the consolidated financial statements for recent quarterly dividend information. It is currently the intention of the Board of Directors of the Company to continue payment of cash dividends on a quarterly basis. There is no assurance, however, that any dividends will be paid since they are dependent upon earnings, cash balances, financial condition and capital requirements of the Company and its subsidiaries as well as policies of the FRB pursuant to the BHCA. See Item 1, “Business - Supervision and Regulation.”

 

The notes to the consolidated financial statements included in this Report contain additional information regarding the Company’s capital levels, capital structure, regulations affecting subsidiary bank dividends paid to the Company, the Company’s earnings, financial condition and cash flows, and cash dividends declared and paid on common stock.

 

 

 

[The remainder of this page intentionally left blank]

 

-15-

 

Stock performance

 

The following chart compares the cumulative return on the Company’s stock during the ten years ended December 31, 2018 with the cumulative return on the S&P 500 composite stock index and NASDAQ’S Bank Index. The comparison assumes $100 invested in each on December 31, 2008 and reinvestment of all dividends.

 

 

 

   December 31, 
   2008   2009   2010   2011   2012   2013 
Westamerica Bancorporation (WABC)   $100.00   $111.42   $114.64   $93.54   $93.76   $128.29 
S&P 500 (SPX)    100.00    126.47    145.55    148.59    172.34    228.11 
NASDAQ Bank Index (CBNK)    100.00    83.71    95.57    85.53    101.55    143.89 

 

   December 31, 
   2014   2015   2016   2017   2018 
Westamerica Bancorporation (WABC)   $114.86   $109.95   $152.39   $143.47   $134.59 
S&P 500 (SPX)    259.26    257.61    288.10    343.35    322.05 
NASDAQ Bank Index (CBNK)    150.96    161.07    221.80    228.93    188.40 

 

 

 

[The remainder of this page intentionally left blank]

 

-16-

 

The following chart compares the cumulative return on the Company’s stock during the five years ended December 31, 2018 with the cumulative return on the S&P 500 composite stock index and NASDAQ’S Bank Index. The comparison assumes $100 invested in each on December 31, 2013 and reinvestment of all dividends.

 

 

   December 31, 
   2013   2014   2015   2016   2017   2018 
Westamerica Bancorporation (WABC)   $100.00   $89.53   $85.71   $118.79   $111.83   $104.91 
S&P 500 (SPX)    100.00    113.65    112.93    126.30    150.52    141.18 
NASDAQ Bank Index (CBNK)    100.00    104.91    111.94    154.15    159.10    130.93 

 

ISSUER PURCHASES OF EQUITY SECURITIES

 

The table below sets forth the information with respect to purchases made by or on behalf of Westamerica Bancorporation or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of common stock during the quarter ended December 31, 2018 (in thousands, except per share data).

 

   2018
Period  (a) Total Number of shares Purchased  (b) Average Price Paid per Share  (c) Number of Shares Purchased as Part of Publicly Announced Plans or Programs  (d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
   (In thousands, except exercise price)
October 1 through October 31   -   $-    -    1,750 
November 1 through November 30   -    -    -    1,750 
December 1 through December 31   -    -    -    1,750 
Total   -   $-    -    1,750 

  

The Company repurchases shares of its common stock in the open market to optimize the Company’s use of equity capital and enhance shareholder value and with the intention of lessening the dilutive impact of issuing new shares under stock option plans, and other ongoing requirements.

 

-17-

 

No shares were repurchased during the period from October 1, 2018 through December 31, 2018. A program approved by the Board of Directors on July 26, 2018 authorizes the purchase of up to 1,750 thousand shares of the Company’s common stock from time to time prior to September 1, 2019.

 

 

 

 

 

[The remainder of this page intentionally left blank]

 

 

 

 

 

 

 

 

 

 

-18-

 

ITEM 6. SELECTED FINANCIAL DATA

 

The following financial information for the five years ended December 31, 2018 has been derived from the Company’s audited consolidated financial statements. This information should be read in conjunction with those statements, notes and other information included elsewhere herein.

 

WESTAMERICA BANCORPORATION

FINANCIAL SUMMARY

 

   For the Years Ended December 31,
   2018  2017  2016  2015  2014
   (In thousands, except per share data and ratios)
Interest and loan fee income  $151,723   $138,312   $135,919   $136,529   $140,209 
Interest expense   1,959    1,900    2,116    2,424    3,444 
Net interest and loan fee income   149,764    136,412    133,803    134,105    136,765 
(Reversal of) provision for loan losses   -    (1,900)   (3,200)   -    2,800 
Noninterest income:                         
Equity securities (losses) gains   (52)   7,955    -    -    - 
Other noninterest income   48,201    48,673    46,574    47,867    51,787 
Total noninterest income   48,149    56,628    46,574    47,867    51,787 
Noninterest expense:                         
Loss contingency   3,500    5,542    3    -    - 
Other noninterest expense   103,416    102,226    103,617    105,300    106,799 
Total noninterest expense   106,916    107,768    103,620    105,300    106,799 
Income before income taxes   90,997    87,172    79,957    76,672    78,953 
Income tax provision   19,433    37,147    21,104    17,919    18,307 
Net income  $71,564   $50,025   $58,853   $58,753   $60,646 
                          
Average common shares outstanding   26,649    26,291    25,612    25,555    26,099 
Average diluted common shares outstanding   26,756    26,419    25,678    25,577    26,160 
Common shares outstanding at December 31,   26,730    26,425    25,907    25,528    25,745 
                          
Per common share:                         
Basic earnings  $2.69   $1.90   $2.30   $2.30   $2.32 
Diluted earnings   2.67    1.89    2.29    2.30    2.32 
Book value at December 31,   23.03    22.34    21.67    20.85    20.45 
                          
Financial ratios:                         
Return on assets   1.27%   0.92%   1.12%   1.16%   1.22%
Return on common equity   11.35%   8.39%   10.85%   11.32%   11.57%
Net interest margin (FTE)(1)   2.98%   2.95%   3.03%   3.36%   3.70%
Net loan losses to average loans   0.14%   0.08%   0.04%   0.11%   0.17%
Efficiency ratio(2)   52.52%   52.51%   53.55%   53.69%   52.24%
Equity to assets   11.05%   10.71%   10.46%   10.30%   10.46%
                          
Period end balances:                         
Assets  $5,568,526   $5,513,046   $5,366,083   $5,168,875   $5,035,724 
Loans   1,207,202    1,287,982    1,352,711    1,533,396    1,700,290 
Allowance for loan losses   21,351    23,009    25,954    29,771    31,485 
Investment securities   3,641,026    3,352,371    3,237,070    2,886,291    2,639,439 
Deposits   4,866,839    4,827,613    4,704,741    4,540,659    4,349,191 
Identifiable intangible assets and goodwill   123,602    125,523    128,600    132,104    135,960 
Short-term borrowed funds   51,247    58,471    59,078    53,028    89,784 
Federal Home Loan Bank advances   -    -    -    -    20,015 
Shareholders' equity   615,591    590,239    561,367    532,205    526,603 
                          
Capital ratios at period end:                         
Total risk based capital   17.03%   16.17%   15.95%   13.39%   14.54%
Tangible equity to tangible assets   9.04%   8.63%   8.26%   7.94%   7.97%
                          
Dividends paid per common share  $1.60   $1.57   $1.56   $1.53   $1.52 
Common dividend payout ratio   60%   83%   68%   67%   66%

 

(1)Yields on securities and certain loans have been adjusted upward to a "fully taxable equivalent" ("FTE") basis in order to reflect the effect of income which is exempt from federal income taxation at the current statutory tax rate.

(2)The efficiency ratio is defined as noninterest expense divided by total revenue (net interest income on an FTE basis and noninterest income).

 

-19-

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion addresses information pertaining to the financial condition and results of operations of Westamerica Bancorporation and subsidiaries (the “Company”) that may not be otherwise apparent from a review of the consolidated financial statements and related footnotes. It should be read in conjunction with those statements and notes found on pages 48 through 90, as well as with the other information presented throughout this Report.

 

Critical Accounting Policies

 

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and follow general practices within the banking industry. Application of these principles requires the Company to make certain estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain accounting policies inherently have a greater reliance on the use of estimates, assumptions and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available.

 

The most significant accounting policies followed by the Company are presented in Note 1 to the consolidated financial statements. These policies, along with the disclosures presented in the other financial statement notes and in this discussion, provide information on how significant assets and liabilities are valued in the financial statements and how those values are determined. Based on the valuation techniques used and the sensitivity of financial statement amounts to the methods, assumptions, and estimates underlying those amounts, Management has identified the allowance for loan losses accounting to be the accounting area requiring the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available. A discussion of the factors affecting accounting for the allowance for loan losses and purchased loans is included in the “Loan Portfolio Credit Risk” discussion below.

 

Financial Overview

 

Westamerica Bancorporation and subsidiaries’ (collectively, the “Company”) reported net income of $71.6 million or $2.67 diluted earnings per common share (“EPS”) in 2018. The 2018 results include a $585 thousand tax-exempt life insurance policy gain and a $3.5 million loss contingency settlement, which on an aggregate basis reduced EPS $0.07. In 2018, the Company achieved a mediated settlement to dismiss a lawsuit, subject to court approval, and accrued a liability for such amount. The 2018 results compare to net income of $50.0 million or $1.89 EPS for the year ended December 31, 2017 and net income of $58.9 million or $2.29 EPS for the year ended December 31, 2016. The 2017 results include $12.3 million in adjustments to net deferred tax asset values triggered by enactment of the Tax Cuts and Jobs Act of 2017 (the “Act”) which reduced EPS $0.48, recognition of a $5.5 million loss contingency, which reduced EPS $0.12, and securities gains of $8.0 million, which increased EPS $0.18.

 

The Company’s principal source of revenue is net interest and loan fee income, which represents interest and fees earned on loans and investment securities (“earning assets”) reduced by interest paid on deposits and other borrowings (“interest-bearing liabilities”). Market interest rates declined considerably following the recession of 2008 and 2009. Interest rates remained historically low through 2016 as the monetary policy of the Federal Open Market Committee (the “FOMC”) was highly accommodative. During this period, Management avoided originating long-dated, low-yielding loans given the potential impact of such assets on forward earning potential; as a result, loans declined and investment securities increased. The changed composition of the earning assets and low market interest rates pressured the net interest margin to lower levels. The FOMC began removing monetary stimulus in December 2016 and has increased the federal funds rate by 2.00 percent to 2.50 percent through December 2018, although longer-term rates have not increased by a similar magnitude. This recent increase in market interest rates has begun benefiting the Company’s earning asset yields. However, the rising market rates have not resulted in higher rates paid on deposits. The funding source of the Company’s earning assets is primarily customer deposits. The Company’s long-term strategy includes maximizing checking and savings deposits as these types of deposits are lower-cost and less sensitive to changes in interest rates compared to time deposits. The 2018 average volume of checking and savings deposits was 95 .6 percent of average total deposits.

 

-20-

 

Credit quality remained solid with nonperforming assets totaling $5.8 million at December 31, 2018 and net chargeoffs of $1.7 million in 2018. The Company did not recognize a provision for loan losses in 2018.

 

The Company presents its net interest margin and net interest income on an FTE basis using the current statutory federal tax rate. Management believes the FTE basis is valuable to the reader because the Company’s loan and investment securities portfolios contain a relatively large portion of municipal loans and securities that are federally tax exempt. The Company’s tax exempt loans and securities composition may not be similar to that of other banks, therefore in order to reflect the impact of the federally tax exempt loans and securities on the net interest margin and net interest income for comparability with other banks, the Company presents its net interest margin and net interest income on an FTE basis. Yields on tax-exempt securities and loans have been adjusted upward to reflect the effect of income exempt from federal income taxation at the federal statutory tax rate of 35% for 2017 and 2016. Due to the Act, the federal tax rate became 21% for 2018; as such, the upward adjustment to reflect the effect of income exempt from federal taxation is lower in 2018.

 

The Company’s significant accounting policies (see Note 1 “Summary of Significant Accounting Policies” to the Consolidated Financial Statements below) are fundamental to understanding the Company’s results of operations and financial condition. The Company adopted the FASB ASU 2016-09, Improvements to Employee Share-Based Payment Accounting effective January 1, 2017. The 2018 and 2017 results reflect the Company’s prospective adoption of ASU 2016-09; the 2018 and 2017 income tax provision was $737 thousand and $698 thousand, respectively, lower than would have been under accounting standards prior to the adoption of ASU 2016-09.

 

Net Income

 

Following is a summary of the components of net income for the periods indicated:

 

   For the Years Ended December 31,
   2018  2017  2016
   ($ in thousands, except per share data)
Net interest and loan fee income  $149,764   $136,412   $133,803 
FTE adjustment   5,646    12,182    13,142 
Net interest and loan fee income (FTE)   155,410    148,594    146,945 
Reversal of (provision for) loan losses   -    1,900    3,200 
Noninterest income   48,149    56,628    46,574 
Noninterest expense   (106,916)   (107,768)   (103,620)
Income before income taxes (FTE)   96,643    99,354    93,099 
Income taxes (FTE)   (25,079)   (49,329)   (34,246)
Net income  $71,564   $50,025   $58,853 
                
Net income per average fully-diluted common share  $2.67   $1.89   $2.29 
Net income as a percentage of average shareholders' equity   11.35%   8.39%   10.85%
Net income as a percentage of average total assets   1.27%   0.92%   1.12%

  

Comparing 2018 with 2017, net income increased $21.5 million. Net interest and loan fee income increased in 2018 compared with 2017 mostly attributable to higher average balances of investments and higher yields on earning assets as market interest rates rose. The increase was offset by lower average balances of loans. Net interest and loan fee income (FTE) in 2018 included a lower FTE adjustment than in 2017 due to the reduced federal corporate tax as a result of enactment of the Act. The provision for loan losses remained zero, reflecting Management's evaluation of losses inherent in the loan portfolio. In 2018, noninterest income decreased $8.5 million compared with 2017 because 2017 results included $8.0 million in gains of sale of securities. The non-FTE book tax provision for 2018, which reflected the tax-exempt nature of a $585 thousand life insurance policy gain, was $19.4 million compared with $37.1 million for 2017, representing effective tax rates of 21.4% and 42.6%, respectively. The non-FTE book tax provision for 2017 includes $12.3 million in adjustments to net deferred tax asset values triggered by enactment of the Act. The federal statutory tax rate was reduced from 35% in 2017 to 21% in 2018 due to the Act. The non-FTE book tax provisions for 2018 and 2017 include tax benefits of $737 thousand and $698 thousand, respectively, for tax deductions from the exercise of employee stock options which exceed related compensation expenses recognized in the financial statements.

 

Comparing 2017 with 2016, net income decreased $8.8 million. Net interest and loan fee income increased in 2017 compared with 2016 mostly attributable to higher average balances of investments and higher net yield on taxable investments and interest-bearing cash, offset by lower average balances of loans and lower yields on those loans. The Company recorded a $1.9 million reversal of provision for loan losses in 2017 and a $3.2 million reversal of provision for loan losses in 2016, reflecting Management's evaluation of losses inherent in the loan portfolio. Noninterest income increased in 2017 compared with 2016 because 2017 included $8.0 million in gains on sale of securities and higher income from merchant processing services, partially offset by lower service charges on deposit accounts. Noninterest expense increased due to a $5.5 million loss contingency and an impairment charge of tax credit investments, partially offset by reductions in professional fees. The non-FTE tax book provision for 2017 was higher than in 2016 primarily due to a $12.3 million charge to re-measure the Company’s net deferred tax asset triggered by enactment of the Act. The 2017 income tax provision was $698 thousand lower than it would have been under accounting standards prior to the adoption of ASU 2016-09.

 

-21-

 

Net Interest and Loan Fee Income (FTE)

 

The Company's primary source of revenue is net interest income, or the difference between interest income earned on loans and investment securities and interest expense paid on interest-bearing deposits and other borrowings.

 

Components of Net Interest and Loan Fee Income (FTE)

 

   For the Years Ended December 31,
   2018  2017  2016
   ($ in thousands)
Interest and loan fee income  $151,723   $138,312   $135,919 
Interest expense   (1,959)   (1,900)   (2,116)
Net interest and loan fee income   149,764    136,412    133,803 
FTE adjustment   5,646    12,182    13,142 
Net interest and loan fee income (FTE)  $155,410   $148,594   $146,945 
                
Net interest margin (FTE)   2.98%   2.95%   3.03%

  

Comparing 2018 with 2017, net interest and loan fee income increased $13.4 million due to higher average balances of investments (up $270 million) and higher yield on interest earning assets (up 0.03%), offset by lower average balances of loans (down $106 million). The FTE adjustment was lower in 2018 compared with 2017 mainly due to the reduced federal corporate tax rate as a result of enactment of the Act.

 

Comparing 2017 with 2016, net interest and loan fee income increased $2.6 million mostly due to higher average balances of investments (up $255 million) and higher yield on taxable investments (up 0.13%) and interest-bearing cash (up 0.59%), offset by lower average balances of loans (down $109 million) and lower net yield on those loans (down 0.16%).

 

The yield on earning assets (FTE) was 3.02% in 2018 and 2.99% in 2017, 3.08% in 2016. The 2018 yield on earning assets (FTE) reflected higher market interest rates which offset the impact of the reduced FTE adjustment.

 

The Company’s funding cost was 0.04% in 2018 compared with 0.04% in 2017 and 0.05% in 2016. Average balances of time deposits declined $58 million from 2016 to 2018 while lower-cost checking and savings deposits grew 8% in the same period. Average balances of checking and saving deposits accounted for 95.6% of average total deposits in 2018 compared with 94.8% in 2017 and 94.1% in 2016.

 

 

 

 

[The remainder of this page intentionally left blank]

 

-22-

 

Summary of Average Balances, Yields/Rates and Interest Differential

 

The following tables present information regarding the consolidated average assets, liabilities and shareholders’ equity, the amounts of interest income earned from average interest earning assets and the resulting yields, and the amounts of interest expense incurred on average interest-bearing liabilities and the resulting rates. Average loan balances include nonperforming loans. Interest income includes reversal of previously accrued interest on loans placed on non-accrual status during the period and proceeds from loans on nonaccrual status only to the extent cash payments have been received and applied as interest income and accretion of purchased loan discounts. Yields on tax-exempt securities and loans have been adjusted upward to reflect the effect of income exempt from federal income taxation at the federal statutory tax rate of 35 percent for 2016 and 2017. Due to the Tax Cuts and Jobs Act of 2017, the federal tax rate is 21 percent for 2018; as such, the upward adjustment to reflect the effect of income exempt from federal taxation is lower in 2018.

 

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

 

   For the Year Ended December 31, 2018
      Interest   
   Average  Income/  Yields/
   Balance  Expense  Rates
   ($ in thousands)
Assets         
Investment securities:               
Taxable  $2,830,075   $65,330    2.31%
Tax-exempt (1)   747,522    24,610    3.29%
Total investments (1)   3,577,597    89,940    2.51%
Loans:               
Taxable   1,153,549    57,240    4.96%
Tax-exempt (1)   55,618    2,264    4.07%
Total loans (1)   1,209,167    59,504    4.92%
Total interest bearing cash   425,871    7,925    1.86%
Total interest-earning assets (1)   5,212,635    157,369    3.02%
Other assets   407,983           
Total assets  $5,620,618           
                
Liabilities and shareholders' equity               
Noninterest-bearing demand  $2,209,924   $-    -%
Savings and interest-bearing transaction   2,447,652    1,275    0.05%
Time less than $100,000   119,586    279    0.23%
Time $100,000 or more   94,919    368    0.39%
Total interest-bearing deposits   2,662,157    1,922    0.07%
Short-term borrowed funds   59,992    37    0.06%
Total interest-bearing liabilities   2,722,149    1,959    0.07%
Other liabilities   57,848           
Shareholders' equity   630,697           
Total liabilities and shareholders' equity  $5,620,618           
Net interest spread (1) (2)             2.95%
Net interest and fee income and interest margin (1) (3)       $155,410    2.98%

 

(1)Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2)Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3)Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets. The net interest margin is greater than the net interest spread due to the benefit of noninterest-bearing demand deposits.

 

-23-

 

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

 

   For the Year Ended December 31, 2017
      Interest   
   Average  Income/  Yields/
   Balance  Expense  Rates
   ($ in thousands)
Assets         
Investment securities:               
Taxable  $2,498,001   $51,445    2.06%
Tax-exempt (1)   809,136    31,737    3.92%
Total investments (1)   3,307,137    83,182    2.52%
Loans:               
Taxable   1,252,474    59,700    4.77%
Tax-exempt (1)   62,728    3,136    5.00%
Total loans (1)   1,315,202    62,836    4.78%
Total interest bearing cash   406,034    4,476    1.10%
Total interest-earning assets (1)   5,028,373    150,494    2.99%
Other assets   411,309           
Total assets  $5,439,682           
                
Liabilities and shareholders' equity               
Noninterest-bearing demand  $2,095,522   $-    -%
Savings and interest-bearing transaction   2,380,841    1,123    0.05%
Time less than $100,000   136,324    318    0.23%
Time $100,000 or more   109,563    415    0.38%
Total interest-bearing deposits   2,626,728    1,856    0.07%
Short-term borrowed funds   69,671    44    0.06%
Total interest-bearing liabilities   2,696,399    1,900    0.07%
Other liabilities   51,405           
Shareholders' equity   596,356           
Total liabilities and shareholders' equity  $5,439,682           
Net interest spread (1) (2)             2.92%
Net interest and fee income and interest margin (1) (3)       $148,594    2.95%

 

(1)Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2)Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3)Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets. The net interest margin is greater than the net interest spread due to the benefit of noninterest-bearing demand deposits.

 

[The remainder of this page intentionally left blank]

 

-24-

 

Distribution of Assets, Liabilities & Shareholders’ Equity and Yields, Rates & Interest Margin

 

   For the Year Ended December 31, 2016
      Interest   
   Average  Income/  Yields/
   Balance  Expense  Rates
   ($ in thousands)
Assets               
Investment securities:               
Taxable  $2,212,234   $42,718    1.93%
Tax-exempt (1)   840,262    34,103    4.06%
Total investments (1)   3,052,496    76,821    2.52%
Loans:               
Taxable   1,356,417    66,842    4.93%
Tax-exempt (1)   67,842    3,530    5.20%
Total loans (1)   1,424,259    70,372    4.94%
Total interest bearing cash   365,243    1,868    0.51%
Total interest-earning assets (1)   4,841,998    149,061    3.08%
Other assets   404,146           
Total assets  $5,246,144           
                
Liabilities and shareholders' equity               
Noninterest-bearing demand  $2,026,939   $-    -%
Savings and interest-bearing transaction   2,290,640    1,166    0.05%
Time less than $100,000   154,022    402    0.26%
Time $100,000 or more   118,750    509    0.43%
Total interest-bearing deposits   2,563,412    2,077    0.08%
Short-term borrowed funds   61,276    39    0.06%
Total interest-bearing liabilities   2,624,688    2,116    0.08%
Other liabilities   52,216           
Shareholders' equity   542,301           
Total liabilities and shareholders' equity  $5,246,144           
Net interest spread (1) (2)             3.00%
Net interest and fee income and interest margin (1) (3)       $146,945    3.03%

 

(1)Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.
(2)Net interest spread represents the average yield earned on interest-earning assets less the average rate incurred on interest-bearing liabilities.
(3)Net interest margin is computed by calculating the difference between interest income and expense, divided by the average balance of interest-earning assets. The net interest margin is greater than the net interest spread due to the benefit of noninterest-bearing demand deposits.

 

[The remainder of this page intentionally left blank]

 

-25-

 

Summary of Changes in Interest Income and Expense due to Changes in Average Asset & Liability Balances and Yields Earned & Rates Paid

 

The following tables set forth a summary of the changes in interest income and interest expense due to changes in average assets and liability balances (volume) and changes in average interest yields/rates for the periods indicated. Changes not solely attributable to volume or yields/rates have been allocated in proportion to the respective volume and yield/rate components.

 

Summary of Changes in Interest Income and Expense

 

   For the Year Ended December 31, 2018
   Compared with
   For the Year Ended December 31, 2017
   Volume  Yield/Rate  Total
   (In thousands)
Increase (decrease) in interest and loan fee income:               
Investment securities:               
Taxable  $6,839   $7,046   $13,885 
Tax-exempt (1)   (2,417)   (4,710)   (7,127)
Total investments (1)   4,422    2,336    6,758 
Loans:               
Taxable   (4,715)   2,255    (2,460)
Tax-exempt (1)   (355)   (517)   (872)
Total loans (1)   (5,070)   1,738    (3,332)
Total interest bearing cash   219    3,230    3,449 
Total (decrease) in interest and loan fee income (1)   (429)   7,304    6,875 
Increase (decrease) in interest expense:               
Deposits:               
Savings and interest-bearing transaction   32    120    152 
Time less than $100,000   (39)   -    (39)
Time $100,000 or more   (55)   8    (47)
Total interest-bearing deposits   (62)   128    66 
Short-term borrowed funds   (7)   -    (7)
Total (decrease) increase in interest expense   (69)   128    59 
(Decrease) increase in net interest and loan fee income (1)  $(360)  $7,176   $6,816 

 

(1)Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

 

[The remainder of this page intentionally left blank]

 

-26-

 

Summary of Changes in Interest Income and Expense

 

   For the Year Ended December 31, 2017
   Compared with
   For the Year Ended December 31, 2016
   Volume  Yield/Rate  Total
   (In thousands)
Increase (decrease) in interest and loan fee income:               
Investment securities:               
Taxable  $5,518   $3,209   $8,727 
Tax-exempt (1)   (1,263)   (1,103)   (2,366)
Total investments (1)   4,255    2,106    6,361 
Loans:               
Taxable   (5,118)   (2,024)   (7,142)
Tax-exempt (1)   (266)   (128)   (394)
Total loans (1)   (5,384)   (2,152)   (7,536)
Total interest bearing cash   209    2,399    2,608 
Total (decrease) increase in interest and loan fee income (1)   (920)   2,353    1,433 
Increase (decrease) in interest expense:               
Deposits:               
Savings and interest-bearing transaction   46    (89)   (43)
Time less than $100,000   (46)   (38)   (84)
Time $100,000 or more   (39)   (55)   (94)
Total interest-bearing deposits   (39)   (182)   (221)
Short-term borrowed funds   5    -    5 
Total decrease in interest expense   (34)   (182)   (216)
(Decrease) increase in net interest and loan fee income (1)  $(886)  $2,535   $1,649 

 

(1)Amounts calculated on a fully taxable equivalent basis using the current statutory federal tax rate.

 

Provision for Loan Losses

 

The Company manages credit costs by consistently enforcing conservative underwriting and administration procedures and aggressively pursuing collection efforts with debtors experiencing financial difficulties. The provision for loan losses reflects Management's assessment of credit risk in the loan portfolio during each of the periods presented.

 

The Company provided no provision for loan losses in 2018. The Company recorded a reversal of the provision for loan losses of $1.9 million in 2017 and $3.2 million in 2016. Classified loans declined $9.3 million (which included nonperforming loans of $4.9 million) in 2018. The provision for loan losses was zero in 2018, reflecting Management's evaluation of losses inherent in the loan portfolio. At December 31, 2018, the Company had $5.7 million in residential real estate secured loans which are indemnified from loss by the FDIC up to eighty percent of principal; the indemnification expired February 6, 2019. For further information regarding credit risk, net credit losses and the allowance for loan losses, see the “Loan Portfolio Credit Risk” and “Allowance for Loan Losses” sections of this Report.

 

[The remainder of this page intentionally left blank]

 

-27-

 

Noninterest Income

 

Components of Noninterest Income 

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Service charges on deposit accounts  $18,508   $19,612   $20,854 
Merchant processing services   9,630    8,426    6,377 
Debit card fees   6,643    6,421    6,290 
Trust fees   2,938    2,875    2,686 
ATM processing fees   2,752    2,610    2,411 
Other service fees   2,567    2,584    2,571 
Life insurance gains   585    -    - 
Financial services commissions   499    639    568 
Equity securities (losses) gains   (52)   7,955    - 
Other noninterest income   4,079    5,506    4,817 
Total Noninterest Income  $48,149   $56,628   $46,574 

 

In 2018, noninterest income decreased $8.5 million compared with 2017 primarily because 2017 results included $8.0 million in gains on sale of securities. Service charges on deposit accounts decreased $1.1 million due to declines in fees for overdrafts, checking accounts and analyzed accounts. The decreases in other noninterest income were partially offset by an increase in merchant processing services fees of $1.2 million due to successful sales efforts and higher transaction volumes and a $585 thousand life insurance gain in 2018.

 

In 2017, noninterest income increased $10.1 million compared with 2016 mainly due to $8.0 million in gains on sale of securities. Merchant processing services fees increased $2.0 million due to successful sales efforts and higher transaction volumes. ATM processing fees and debit card fees increased $199 thousand and $131 thousand, respectively, primarily due to increased transaction volumes. Trust fees increased $189 thousand due to successful sales efforts. Offsetting the increase were service charges on deposits which decreased $1.2 million due to declines in fees charged on overdrawn and insufficient funds accounts (down $1.0 million) and lower fees on analyzed accounts (down $220 thousand).

 

Noninterest Expense

 

Components of Noninterest Expense 

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Salaries and related benefits  $53,007   $51,519   $51,507 
Occupancy and equipment   19,679    19,430    19,017 
Outsourced data processing services   9,229    9,035    8,505 
Loss contingency   3,500    5,542    3 
Professional fees   2,842    2,161    3,980 
Amortization of identifiable intangibles   1,921    3,077    3,504 
Courier service   1,779    1,732    1,952 
Impairment of tax credit investments   -    625    - 
Other noninterest expense   14,959    14,647    15,152 
Total Noninterest Expense  $106,916   $107,768   $103,620 

 

In 2018, noninterest expense decreased $852 thousand compared with 2017. The 2018 noninterest expense included a $3.5 million mediated settlement to dismiss a lawsuit, subject to court approval. The 2017 noninterest expense included a $5.5 million loss contingency and a $625 thousand impairment of low income housing limited partnership investments due to enactment of the Act. The 2017 loss contingency represents the Company’s estimated refunds to customers of revenue recognized in prior years. Salaries and related benefits increased $1.5 million primarily due to the annual merit increase cycle and higher incentives and employee benefit costs. Professional fees increased $681 thousand due to higher legal and consulting fees. Amortization of intangibles decreased $1.2 million as assets are amortized on a declining balance method.

 

-28-

 

In 2017, noninterest expense increased $4.1 million compared with 2016. The 2017 noninterest expense included a $5.5 million loss contingency and a $625 thousand impairment of low income housing limited partnership investments due to enactment of the Act. The loss contingency represents the Company’s estimated refunds to customers of revenue recognized in prior years. Expenses for occupancy and equipment increased $413 thousand due to technology upgrades. Outsourced data processing services expense increased $530 thousand primarily due to additional processing services. Professional fees decreased $1.8 million due to lower legal fees associated with nonperforming assets. Amortization of intangibles decreased $427 thousand as assets are amortized on a declining balance method. Other noninterest expense decreased $505 thousand primarily due to lower insurance premiums.

 

Provision for Income Tax

 

The Company’s income tax provision was $19.4 million in 2018 compared with $37.1 million in 2017 and $21.1 million in 2016, representing effective tax rates of 21.4%, 42.6% and 26.4%, respectively. The 2017 income tax provision included a $12.3 million charge to re-measure the Company’s net deferred tax asset triggered by enactment of the Tax Cuts and Jobs Act of 2017. The book tax provisions for 2018 and 2017 include tax benefits of $737 thousand and $698 thousand, respectively, for tax deductions from the exercise of employee stock options which exceed related compensation expenses recognized in the financial statements. The lower effective tax rate for 2018 reflects a reduction in the federal corporate tax rate as a result of enactment of the Act and the tax-exempt nature of a $585 thousand life insurance policy gain.

 

Investment Securities Portfolio

 

The Company maintains an investment securities portfolio consisting of securities issued by the U.S. Treasury, U.S. Government sponsored entities, agency and non-agency mortgage backed securities, state and political subdivisions, corporations, and other securities.

 

Management has increased the investment securities portfolio in response to deposit growth and loan volume declines. The average carrying value of the Company’s investment securities portfolio was $3.6 billion for the year ended December 31, 2018 compared with $3.4 billion for the year ended December 31, 2017.

 

Management continually evaluates the Company’s investment securities portfolio in response to established asset/liability management objectives, changing market conditions that could affect profitability, liquidity, and the level of interest rate risk to which the Company is exposed. These evaluations may cause Management to change the level of funds the Company deploys into investment securities and change the composition of the Company’s investment securities portfolio. In the year ended December 31, 2018, Management increased the holdings of corporate securities in order to improve yields without extending the duration of the bond portfolio.

 

At December 31, 2018, substantially all of the Company’s investment securities continue to be investment grade rated by one or more major rating agencies. In addition to monitoring credit rating agency evaluations, Management performs its own evaluations regarding the credit worthiness of the issuer or the securitized assets underlying asset-backed securities. The Company’s procedures for evaluating investments in securities are in accordance with guidance issued by the Board of Governors of the Federal Reserve System, “Investing in Securities without Reliance on Nationally Recognized Statistical Rating Agencies” (SR 12-15) and other regulatory guidance. There have been no significant differences in the Company’s internal analyses compared with the ratings assigned by the third party credit rating agencies.

 

During the third quarter 2018, the Atlantic hurricane season caused severe damage within many U.S. states. Management evaluated investment security exposures within the counties receiving disaster designations. The Company’s exposures are limited to municipal bond and utility provider corporate debt from issuers within South Carolina counties, the state of North Carolina and the Florida panhandle, and has determined that the storms had no material impact on the valuation of its investment securities.

 

Effective January 1, 2018, upon adoption of ASU 2016-01, equity securities included in the Company’s available for sale portfolio of $1,800 thousand were reclassified to equity securities. The reclassification of equity securities resulted in recording a cumulative effect adjustment to decrease retained earnings by $142 thousand, net of tax.

 

At December 31, 2018, the market value of equity securities was $1,747 thousand. During the year ended December 31, 2018, the Company recognized gross unrealized holding losses of $52 thousand in earnings.

 

-29-

 

The following table shows the fair value carrying amount of the Company’s equity securities and debt securities available for sale as of the dates indicated:

 

   At December 31,
   2018  2017  2016
   (In thousands)
Equity securities:               
Mutual funds  $1,747   $1,800   $1,815 
FHLMC(1) and FNMA stock(2)   -    -    10,869 
Other securities   -    -    656 
Total equity securities   1,747    1,800    13,340 
Debt securities available for sale:               
U.S. Treasury securities   139,574    -    - 
Securities of U.S. Government sponsored entities   164,018    119,319    138,660 
Agency residential mortgage-backed securities (MBS)   853,871    767,706    691,499 
Non-agency residential MBS   114    154    271 
Agency commercial MBS   1,842    2,219    - 
Securities of U.S. Government entities   1,119    1,590    2,025 
Obligations of states and political subdivisions   179,091    185,221    183,411 
Asset-backed securities   -    -    695 
Corporate securities   1,315,041    1,115,498    860,857 
Total debt securities available for sale   2,654,670    2,191,707    1,877,418 
Total  $2,656,417   $2,193,507   $1,890,758 

 

(1) Federal Home Loan Mortgage Corporation

(2) Federal National Mortgage Association

 

The following table sets forth the relative maturities and contractual yields of the Company’s debt securities available for sale (stated at fair value) at December 31, 2018. Yields on state and political subdivision securities have been calculated on a fully taxable equivalent basis using the current federal statutory rate. Mortgage-backed securities are shown separately because they are typically paid in monthly installments over a number of years.

 

Debt Securities Available for Sale Maturity Distribution

 

   At December 31, 2018
   Within one year  After one but
 within five
 years
  After five but
 within ten
 years
  After ten years  Mortgage- backed  Total
   ($ in thousands)
U.S. Treasury securities  $139,574   $-   $-   $-   $-   $139,574 
Interest rate   2.33%   -%   -%   -%   -%   2.33%
Securities of U.S. Government sponsored entities   990    163,028    -    -    -    164,018 
Interest rate   2.00%   2.28%   -%   -%   -%   2.28%
Securities of U.S. Government entities   -    -    1,119    -    -    1,119 
Interest rate   -%   -%   3.49%   -%   -%   3.49%
Obligations of states and political subdivisions   17,774    39,589    84,758    36,970    -    179,091 
Interest rate   2.61%   4.27%   4.34%   2.91%   -%   3.74%
Corporate securities   103,638    1,211,403    -    -    -    1,315,041 
Interest rate   2.28%   2.72%   -%   -%   -%   2.69%
Subtotal   261,976    1,414,020    85,877    36,970    -    1,798,843 
Interest rate   2.33%   2.71%   4.33%   2.91%   -%   2.73%
MBS   -    -    -    -    855,827    855,827 
Interest rate   -%   -%   -%   -%   2.28%   2.28%
Total  $261,976   $1,414,020   $85,877   $36,970   $855,827   $2,654,670 
Interest rate   2.33%   2.71%   4.33%   2.91%   2.28%   2.55%

 

-30-

 

The following table shows the amortized cost carrying amount and fair value of the Company’s debt securities held to maturity as of the dates indicated:

 

   At December 31,
   2018  2017  2016
   (In thousands)
Securities of U.S. Government sponsored entities  $-   $-   $581 
Agency residential MBS   447,332    545,883    668,235 
Non-agency residential MBS   3,387    4,462    5,370 
Agency commercial MBS   -    9,041    9,332 
Obligations of states and political subdivisions   533,890    599,478    662,794 
Total  $984,609   $1,158,864   $1,346,312 
Fair value  $971,445   $1,155,342   $1,340,741 

 

The following table sets forth the relative maturities and contractual yields of the Company’s debt securities held to maturity at December 31, 2018. Yields on state and political subdivision securities have been calculated on a fully taxable equivalent basis using the current federal statutory rate. Mortgage-backed securities are shown separately because they are typically paid in monthly installments over a number of years.

 

Debt Securities Held to Maturity Maturity Distribution

 

   At December 31, 2018
   Within one year  After one but
within five
years
  After five but within ten
 years
  After ten years  Mortgage- backed  Total
   ($ in thousands)
Obligations of states and political subdivisions  $86,172   $214,137   $232,544   $1,037   $-   $533,890 
Interest rate   2.15%   2.73%   3.62%   3.53%   -%   3.00%
MBS   -    -    -    -    450,719    450,719 
Interest rate   -%   -%   -%   -%   2.07%   2.07%
Total  $86,172   $214,137   $232,544   $1,037   $450,719   $984,609 
Interest rate   2.15%   2.73%   3.62%   3.53%   2.07%   2.58%

 

The following table summarizes total corporate securities by the industry sector in which the issuing companies operate:

 

   At December 31,
   2018  2017
   Market value  As a  percent of total corporate securities  Market value  As a  percent of total corporate securities
   ($ in thousands)
Basic materials  $30,410    2%  $35,219    3%
Communications   49,642    4%   50,763    5%
Consumer, cyclical   58,430    5%   12,592    1%
Consumer, non-cyclical   169,851    13%   133,476    12%
Energy   19,668    1%   -    0%
Financial   531,512    40%   525,932    47%
Industrial   152,636    12%   129,989    12%
Technology   105,324    8%   71,708    6%
Utilities   197,568    15%   155,819    14%
Total corporate securities  $1,315,041    100%  $1,115,498    100%

 

-31-

 

The following tables summarize the total general obligation and revenue bonds issued by states and political subdivisions held in the Company’s investment securities portfolios as of the dates indicated, identifying the state in which the issuing government municipality or agency operates.

 

At December 31, 2018, the Company’s investment securities portfolios included securities issued by 583 state and local government municipalities and agencies located within 43 states. None of the Company’s investment securities were issued by Puerto Rican government entities. The largest exposure to any one municipality or agency was $9.3 million (fair value) represented by eight general obligation bonds.

 

   At December 31, 2018
   Amortized  Fair
   Cost  Value
   (In thousands)
Obligations of states and political subdivisions:      
General obligation bonds:          
California  $104,607   $105,730 
Texas   56,653    56,286 
New Jersey   35,501    35,527 
Minnesota   29,609    29,593 
Other (35 states)   267,402    266,136 
Total general obligation bonds  $493,772   $493,272 
           
Revenue bonds:          
California  $35,164   $35,399 
Kentucky   19,320    19,328 
Colorado   14,564    14,539 
Washington   13,034    13,228 
Iowa   13,202    13,052 
Indiana   12,007    12,034 
Other (28 states)   113,047    112,805 
Total revenue bonds  $220,338   $220,385 
Total obligations of states and political subdivisions  $714,110   $713,657 

 

 

 

[The remainder of this page intentionally left blank]

 

 

 

 

-32-

 

At December 31, 2017, the Company’s investment securities portfolios included securities issued by 647 state and local government municipalities and agencies located within 44 states. None of the Company’s investment securities were issued by Puerto Rican government entities. The largest exposure to any one municipality or agency was $10.0 million (fair value) represented by nine general obligation bonds.

 

   At December 31, 2017
   Amortized  Fair
   Cost  Value
   (In thousands)
Obligations of states and political subdivisions:          
General obligation bonds:          
California  $104,330   $106,311 
Texas   66,636    66,699 
New Jersey   39,387    39,612 
Minnesota   30,485    30,707 
Other (36 states)   292,102    294,779 
Total general obligation bonds  $532,940   $538,108 
           
Revenue bonds:          
California  $38,838   $39,660 
Kentucky   21,731    21,958 
Iowa   17,304    17,287 
Colorado   14,956    15,086 
Washington   13,506    13,963 
Indiana   12,914    13,054 
Other (29 states)   130,196    131,301 
Total revenue bonds  $249,445   $252,309 
Total obligations of states and political subdivisions  $782,385   $790,417 

 

At December 31, 2018 and 2017, the revenue bonds in the Company’s investment securities portfolios were issued by state and local government municipalities and agencies to fund public services such as water utility, sewer utility, recreational and school facilities, and general public and economic improvements. The revenue bonds were payable from 22 revenue sources at December 31, 2018 and at December 31, 2017. The revenue sources that represent 5% or more individually of the total revenue bonds are summarized in the following tables.

 

   At December 31, 2018
   Amortized  Fair
   Cost  Value
   (In thousands)
Revenue bonds by revenue source:          
Water  $46,326   $46,671 
Sales tax   28,264    28,517 
Sewer   28,335    28,502 
Lease (renewal)   17,013    17,051 
College & University   13,919    13,714 
Other (17 sources)   86,481    85,930 
Total revenue bonds by revenue source  $220,338   $220,385 

 

 

[The remainder of this page intentionally left blank]

 

-33-

 

   At December 31, 2017
   Amortized  Fair
   Cost  Value
   (In thousands)
Revenue bonds by revenue source:          
Water  $50,737   $51,854 
Sewer   30,427    31,030 
Sales tax   30,233    30,777 
Lease (renewal)   20,007    20,235 
College & University   17,230    17,087 
Other (17 sources)   100,811    101,326 
Total revenue bonds by revenue source  $249,445   $252,309 

 

See Note 2 to the consolidated financial statements for additional information related to the investment securities.

 

Loan Portfolio

 

The Company originates loans with the intent to hold such assets until principal is repaid. Management follows written loan underwriting policies and procedures which are approved by the Bank’s Board of Directors. Loans are underwritten following approved underwriting standards and lending authorities within a formalized organizational structure. The Board of Directors also approves independent real estate appraisers to be used in obtaining estimated values for real property serving as loan collateral. Prevailing economic trends and conditions are also taken into consideration in loan underwriting practices.

 

All loan applications must be for clearly defined legitimate purposes with a determinable primary source of repayment, and as appropriate, secondary sources of repayment. All loans are supported by appropriate documentation such as current financial statements, tax returns, credit reports, collateral information, guarantor asset verification, title reports, appraisals, and other relevant documentation.

 

Commercial loans represent term loans used to acquire durable business assets or revolving lines of credit used to finance working capital. Underwriting practices evaluate each borrower’s cash flow as the principal source of loan repayment. Commercial loans are generally secured by the borrower’s business assets as a secondary source of repayment. Commercial loans are evaluated for credit-worthiness based on prior loan performance and borrower financial information including cash flow, borrower net worth and aggregate debt.

 

Commercial real estate loans represent term loans used to acquire or refinance real estate to be operated by the borrower in a commercial capacity. Underwriting practices evaluate each borrower’s global cash flow as the principal source of loan repayment, independent appraisal of value of the property, and other relevant factors. Commercial real estate loans are generally secured by a first lien on the property as a secondary source of repayment.

 

Real estate construction loans represent the financing of real estate development. Loan principal disbursements are controlled through the use of project budgets, and disbursements are approved based on construction progress, which is validated by project site inspections. A first lien on the real estate serves as collateral to secure the loan.

 

Residential real estate loans generally represent first lien mortgages used by the borrower to purchase or refinance a principal residence. For interest-rate risk purposes, the Company offers only fully-amortizing, adjustable-rate mortgages. In underwriting first lien mortgages, the Company evaluates each borrower’s ability to repay the loan, an independent appraisal of the value of the property, and other relevant factors. The Company does not offer riskier mortgage products, such as non-amortizing “interest-only” mortgages and “negative amortization” mortgages.

 

For loans secured by real estate, the Bank requires title insurance to insure the status of its lien and each borrower is obligated to insure the real estate collateral, naming the Company as loss payee, in an amount sufficient to repay the principal amount outstanding in the event of a property casualty loss.

 

Consumer installment and other loans are predominantly comprised of indirect automobile loans with underwriting based on credit history and scores, personal income, debt service capacity, and collateral values.

 

Loan volumes have declined due to payoffs and problem loan workout activities, particularly with purchased loans, and reduced volumes of loan originations. The Company did not take an aggressive posture relative to loan portfolio growth during the post-recession period of historically low interest rates. Management increased investment securities as loan volumes declined.

 

-34-

 

The following table shows the composition of the loan portfolio of the Company by type of loan and type of borrower, on the dates indicated:

 

Loan Portfolio

 

   At December 31,
   2018  2017  2016  2015  2014
   (In thousands)
Commercial  $275,080   $335,996   $354,697   $382,748   $391,815 
Commercial real estate   580,480    568,584    542,171    637,456    718,604 
Construction   3,982    5,649    2,555    3,951    13,872 
Residential real estate   44,866    65,183    87,724    120,091    149,827 
Consumer installment and other   302,794    312,570    365,564    389,150    426,172 
Total loans  $1,207,202   $1,287,982   $1,352,711   $1,533,396   $1,700,290 

 

The following table shows the maturity distribution and interest rate sensitivity of commercial, commercial real estate, and construction loans at December 31, 2018. Balances exclude residential real estate loans and consumer loans totaling $347.7 million. These types of loans are typically paid in monthly installments over a number of years.

 

Loan Maturity Distribution

 

   At December 31, 2018
   Within One Year  One to Five Years  After Five Years  Total
   (In thousands)
Commercial and Commercial real estate  $105,197   $186,315   $564,048   $855,560 
Construction   3,982    -    -    3,982 
Total  $109,179   $186,315   $564,048   $859,542 
Loans with fixed interest rates  $42,082   $75,003   $42,152   $159,237 
Loans with floating or adjustable interest rates   67,097    111,312    521,896    700,305 
Total  $109,179   $186,315   $564,048   $859,542 

 

Commitments and Letters of Credit

 

The Company issues formal commitments on lines of credit to well-established and financially responsible commercial enterprises. Such commitments can be either secured or unsecured and are typically in the form of revolving lines of credit for seasonal working capital needs. Occasionally, such commitments are in the form of letters of credit to facilitate the customers’ particular business transactions. Commitment fees are generally charged for commitments and letters of credit. Commitments on lines of credit and letters of credit typically mature within one year. For further information, see the accompanying notes to the consolidated financial statements.

 

Loan Portfolio Credit Risk

 

The Company extends loans to commercial and consumer customers which expose the Company to the risk borrowers will default, causing loan losses. The Company’s lending activities are exposed to various qualitative risks. All loan segments are exposed to risks inherent in the economy and market conditions. Significant risk characteristics related to the commercial loan segment include the borrowers’ business performance and financial condition, and the value of collateral for secured loans. Significant risk characteristics related to the commercial real estate segment include the borrowers’ business performance and the value of properties collateralizing the loans. Significant risk characteristics related to the construction loan segment include the borrowers’ performance in successfully developing the real estate into the intended purpose and the value of the property collateralizing the loans. Significant risk characteristics related to the residential real estate segment include the borrowers’ financial wherewithal to service the mortgages and the value of the property collateralizing the loans. Significant risk characteristics related to the consumer loan segment include the financial condition of the borrowers and the value of collateral securing the loans.

 

The preparation of the financial statements requires Management to estimate the amount of losses inherent in the loan portfolio and establish an allowance for credit losses. The allowance for credit losses is maintained by assessing or reversing a provision for loan losses through the Company’s earnings. In estimating credit losses, Management must exercise judgment in evaluating information deemed relevant, such as financial information regarding individual borrowers, overall credit loss experience, the amount of past due, nonperforming and classified loans, recommendations of regulatory authorities, prevailing economic conditions and other information. The amount of ultimate losses on the loan portfolio can vary from the estimated amounts. Management follows a systematic methodology to estimate loss potential in an effort to reduce the differences between estimated and actual losses.

 

-35-

 

The Company closely monitors the markets in which it conducts its lending operations and follows a strategy to control exposure to loans with high credit risk. The Bank’s organization structure separates the functions of business development and loan underwriting; Management believes this segregation of duties avoids inherent conflicts of combining business development and loan approval functions. In measuring and managing credit risk, the Company adheres to the following practices.

 

·The Bank maintains a Loan Review Department which reports directly to the audit committee of the Board of Directors. The Loan Review Department performs independent evaluations of loans to challenge the credit risk grades assigned by Management using grading standards employed by bank regulatory agencies. Those loans judged to carry higher risk attributes are referred to as “classified loans.” Classified loans receive elevated Management attention to maximize collection.

 

·The Bank maintains two loan administration offices whose sole responsibility is to manage and collect classified loans.

 

Classified loans with higher levels of credit risk are further designated as “nonaccrual loans.” Management places classified loans on nonaccrual status when full collection of contractual interest and principal payments is in doubt. Uncollected interest previously accrued on loans placed on nonaccrual status is reversed as a charge against interest income. The Company does not accrue interest income on loans following placement on nonaccrual status. Interest payments received on nonaccrual loans are applied to reduce the carrying amount of the loan unless the carrying amount is well secured by loan collateral. “Nonperforming assets” include nonaccrual loans, loans 90 or more days past due and still accruing, and repossessed loan collateral (commonly referred to as “Other Real Estate Owned”).

  

Nonperforming Assets

 

   At December 31,
   2018  2017  2016  2015  2014
   (In thousands)
                
Nonperforming nonaccrual loans  $998   $1,641   $3,956   $14,648   $17,494 
Performing nonaccrual loans   3,870    4,285    4,429    350    110 
Total nonaccrual loans   4,868    5,926    8,385    14,998    17,604 
Accruing loans 90 or more days past due   551    531    497    295    502 
Total nonperforming loans   5,419    6,457    8,882    15,293    18,106 
Other real estate owned   350    1,426    3,095    9,264    6,374 
Total nonperforming assets  $5,769   $7,883   $11,977   $24,557   $24,480 

 

Nonperforming assets have declined during 2018 due to payoffs, chargeoffs and sale of Other Real Estate Owned. At December 31, 2018, one loan secured by commercial real estate with a balance of $3.9 million was on nonaccrual status. The remaining four nonaccrual loans held at December 31, 2018 had an average carrying value of $250 thousand and the largest carrying value was $516 thousand.

 

Management believes the overall credit quality of the loan portfolio is reasonably stable; however, classified and nonperforming assets could fluctuate from period to period. The performance of any individual loan can be affected by external factors such as the interest rate environment, economic conditions, and collateral values or factors particular to the borrower. No assurance can be given that additional increases in nonaccrual and delinquent loans will not occur in the future.

  

-36-

 

Allowance for Credit Losses

 

The Company’s allowance for loan losses represents Management’s estimate of loan losses inherent in the loan portfolio. In evaluating credit risk for loans, Management measures loss potential of the carrying value of loans. As described above, payments received on nonaccrual loans may be applied against the principal balance of the loans until such time as full collection of the remaining recorded balance is expected.

 

The following table summarizes the allowance for loan losses, chargeoffs and recoveries for the periods indicated:

  

   For the Years Ended December 31,
   2018  2017  2016  2015  2014
   ($ in thousands)
Analysis of the Allowance for Loan Losses               
Balance, beginning of period  $23,009   $25,954   $29,771   $31,485   $31,693 
(Reversal of) provision for loan losses   -    (1,900)   (3,200)   -    2,800 
Loans charged off:                         
Commercial   (513)   (961)   (2,023)   (756)   (2,152)
Commercial real estate   (240)   -    -    (449)   (1,022)
Construction   -    -    -    (431)   - 
Residential real estate   -    -    -    -    (30)
Consumer and other installment   (4,124)   (4,957)   (4,749)   (3,493)   (4,214)
Total chargeoffs   (4,877)   (5,918)   (6,772)   (5,129)   (7,418)
Recoveries of loans previously charged off:                         
Commercial   1,447    762    4,028    1,174    2,275 
Commercial real estate   -    88    554    290    213 
Construction   -    1,899    -    45    53 
Consumer and other installment   1,772    2,124    1,573    1,906    1,869 
Total recoveries   3,219    4,873    6,155    3,415    4,410 
Net loan losses   (1,658)   (1,045)   (617)   (1,714)   (3,008)
Balance, end of period  $21,351   $23,009   $25,954   $29,771   $31,485 
                          
Net loan losses as a percentage of average loans   0.14%   0.08%   0.04%   0.11%   0.17%

 

The Company's allowance for loan losses is maintained at a level considered appropriate to provide for losses that can be estimated based upon specific and general conditions. These include conditions unique to individual borrowers, as well as overall loan loss experience, the amount of past due, nonperforming and classified loans, recommendations of regulatory authorities, prevailing economic conditions and other factors. A portion of the allowance is individually allocated to impaired loans whose full collectability of principal is uncertain. Such allocations are determined by Management based on loan-by-loan analyses. The Company evaluates for impairment all loans with outstanding principal balances in excess of $500 thousand which are classified or on nonaccrual status and all “troubled debt restructured” loans. The remainder of the loan portfolio is collectively evaluated for impairment based in part on quantitative analyses of historical loan loss experience of loan portfolio segments to determine standard loss rates for each segment. The loss rate for each loan portfolio segment reflects both the historical loss experience during a look-back period and a loss emergence period. Liquidating purchased consumer installment loans are evaluated separately by applying historical loss rates to forecasted liquidating principal balances to measure losses inherent in this portfolio segment. The loss rates are applied to segmented loan balances to allocate the allowance to the segments of the loan portfolio.

 

The remainder of the allowance is considered to be unallocated. The unallocated allowance is established to provide for probable losses that have been incurred as of the reporting date but not reflected in the allocated allowance. The unallocated allowance addresses additional qualitative factors consistent with Management's analysis of the level of risks inherent in the loan portfolio, which are related to the risks of the Company's general lending activity. Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have not yet been recognized in loan chargeoff history (external factors). The primary external factor evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management as of December 31, 2018 is economic and business conditions $0.4 million. Also included in the unallocated allowance is the risk of losses attributable to general attributes of the Company's loan portfolio and credit administration (internal factors). The internal factors evaluated by the Company and the judgmental amount of unallocated reserve assigned by Management are: loan review system $0.9 million, adequacy of lending Management and staff $0.8 million and concentrations of credit $1.0 million.

 

-37-

 

The following table presents the allocation of the allowance for loan losses as of December 31 for the years indicated:

 

   At December 31,
   2018  2017  2016  2015  2014
   Allocation of the Allowance Balance  Loans as Percent of Total Loans  Allocation of the Allowance Balance  Loans as Percent of Total Loans  Allocation of the Allowance Balance  Loans as Percent of Total Loans  Allocation of the Allowance Balance  Loans as Percent of Total Loans  Allocation of the Allowance Balance  Loans as Percent of Total Loans
   ($ in thousands)
Commercial  $6,311    23%  $7,746    26%  $8,327    26%  $9,559    25%  $5,460    23%
Commercial real estate   3,884    48%   3,849    44%   3,330    40%   4,212    42%   4,245    42%
Construction   1,465    -%   335    1%   152    -%   235    -%   654    1%
Residential real estate   869    4%   995    5%   1,330    7%   1,801    8%   2,241    9%
Consumer installment and other   5,645    25%   6,418    24%   7,980    27%   8,001    25%   9,827    25%
Unallocated portion   3,177    -%   3,666    -%   4,835    -%   5,963    -%   9,058    -%
Total  $21,351    100%  $23,009    100%  $25,954    100%  $29,771    100%  $31,485    100%

 

The portion of the allowance for loan losses ascribed to loan segments changed from December 31, 2017 to December 31, 2018 based on Management’s evaluation of credit risk. The allowance for loan losses ascribed to commercial loans declined due to the improved financial performance of a specific borrower. The allowance for loan losses ascribed to construction loans increased based on an increased level of credit exposure relative to real property values. The allowance for loan losses ascribed to consumer installment loans declined due to Management’s measurement of a shortened loss emergence period.

 

   Allowance for Loan Losses
   For the Year Ended December 31, 2018
               Consumer      
      Commercial     Residential  Installment      
   Commercial  Real Estate  Construction  Real Estate  and Other  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Balance at beginning of period  $7,746   $3,849   $335   $995   $6,418   $3,666   $23,009 
(Reversal) provision   (2,369)   275    1,130    (126)   1,579    (489)   - 
Chargeoffs   (513)   (240)   -    -    (4,124)   -    (4,877)
Recoveries   1,447    -    -    -    1,772    -    3,219 
Total allowance for loan losses  $6,311   $3,884   $1,465   $869   $5,645   $3,177   $21,351 

 

   Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment
   At December 31, 2018
   Commercial  Commercial Real Estate  Construction  Residential Real Estate  Consumer Installment and Other  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Individually evaluated for impairment  $2,752   $-   $-   $-   $-   $-   $2,752 
Collectively evaluated for impairment   3,559    3,884    1,465    869    5,645    3,177    18,599 
Purchased loans with evidence of credit deterioration   -    -    -    -    -    -    - 
Total  $6,311   $3,884   $1,465   $869   $5,645   $3,177   $21,351 
Carrying value of loans:                                   
Individually evaluated for impairment  $9,921   $8,217   $-   $717   $-   $-   $18,855 
Collectively evaluated for impairment   265,136    572,042    3,982    44,149    302,651    -    1,187,960 
Purchased loans with evidence of credit deterioration   23    221    -    -    143    -    387 
Total  $275,080   $580,480   $3,982   $44,866   $302,794   $-   $1,207,202 

 

Management considers the $21.4 million allowance for loan losses to be adequate as a reserve against probable incurred loan losses in the loan portfolio as of December 31, 2018.

 

See Note 3 to the consolidated financial statements for additional information related to the loan portfolio, loan portfolio credit risk, and allowance for loan losses.

 

[The remainder of this page intentionally left blank]

 

-38-

 

Asset/Liability and Market Risk Management

 

Asset/liability management involves the evaluation, monitoring and management of interest rate risk, market risk, liquidity and funding. The fundamental objective of the Company's management of assets and liabilities is to maximize its economic value while maintaining adequate liquidity and a conservative level of interest rate risk.

 

Interest Rate Risk

 

Interest rate risk is a significant market risk affecting the Company. Many factors affect the Company’s exposure to interest rates, such as general economic and financial conditions, customer preferences, historical pricing relationships, and re-pricing characteristics of financial instruments. Financial instruments may mature or re-price at different times. Financial instruments may re-price at the same time but by different amounts. Short-term and long-term market interest rates may change by different amounts. The timing and amount of cash flows of various financial instruments may change as interest rates change. In addition, the changing levels of interest rates may have an impact on loan demand and demand for various deposit products.

 

The Company’s earnings are affected not only by general economic conditions, but also by the monetary and fiscal policies of the United States government and its agencies, particularly the FOMC. The monetary policies of the FOMC can influence the overall growth of loans, investment securities, and deposits and the level of interest rates earned on loans and investment securities and paid for deposits and other borrowings. The nature and impact of future changes in monetary policies are generally not predictable.

 

Management attempts to manage interest rate risk while enhancing the net interest margin and net interest income. At times, depending on expected increases or decreases in market interest rates, the relationship between long and short-term interest rates, market conditions and competitive factors, Management may adjust the Company's interest rate risk position. The Company's results of operations and net portfolio values remain subject to changes in interest rates and to fluctuations in the difference between long and short-term interest rates.

 

Management monitors the Company’s interest rate risk using a purchased simulation model, which is periodically validated using supervisory guidance issued by the Board of Governors of the Federal Reserve System, SR 11-7 “Guidance on Model Risk Management.” Management measures its exposure to interest rate risk using both a static and dynamic composition of financial instruments. Within the static composition simulation, cash flows are assumed redeployed into like financial instruments at prevailing rates and yields. Within the dynamic composition simulation, Management makes assumptions regarding the expected change in the volume of financial instruments given the assumed change in market interest rates. Both simulations are used to measure expected changes in net interest income assuming various levels of change in market interest rates.

 

The Company’s asset and liability position was slightly “asset sensitive” at December 31, 2018, depending on the interest rate assumptions applied to each simulation model. An “asset sensitive” position results in a slightly larger change in interest income than in interest expense resulting from application of assumed interest rate changes.

 

At December 31, 2018, Management’s measurements of estimated changes in net interest income were:

 

Static Simulation:         
Assumed Immediate Parallel Shift in Interest Rates   -1.00%   0.00%   +1.00% 
First Year Change in Net Interest Income   -7.50%   0.00%   +5.30% 
                
Dynamic Simulation:               
Assumed Change in Interest Rates Over 1 Year   -1.00%   0.00%   +1.00% 
First Year Change in Net Interest Income   -3.60%   0.00%   +2.80% 

 

Simulation estimates depend on, and will change with, the size and mix of the actual and projected composition of financial instruments at the time of each simulation.

 

The Company does not currently engage in trading activities or use derivative instruments to manage interest rate risk, even though such activities may be permitted with the approval of the Company's Board of Directors.

 

-39-

 

Market Risk - Equity Markets

 

Equity price risk can affect the Company. Preferred or common stock holdings, as permitted by banking regulations, can fluctuate in value. Changes in value of preferred or common stock holdings are recognized in the Company's income statement.

 

Fluctuations in the Company's common stock price can impact the Company's financial results in several ways. First, the Company has at times repurchased and retired its common stock; the market price paid to retire the Company's common stock affects the level of the Company's shareholders' equity, cash flows and shares outstanding. Second, the Company's common stock price impacts the number of dilutive equivalent shares used to compute diluted earnings per share. Third, fluctuations in the Company's common stock price can motivate holders of options to purchase Company common stock through the exercise of such options thereby increasing the number of shares outstanding and potentially adding volatility to the book tax provision. Finally, the amount of compensation expense and tax deductions associated with share based compensation fluctuates with changes in and the volatility of the Company's common stock price.

 

Market Risk - Other

 

Market values of loan collateral can directly impact the level of loan chargeoffs and the provision for loan losses. The financial condition and liquidity of debtors issuing bonds and debtors whose mortgages or other obligations are securitized can directly impact the credit quality of the Company’s investment securities portfolio requiring the Company to recognize other than temporary impairment charges. Other types of market risk, such as foreign currency exchange risk, are not significant in the normal course of the Company's business activities.

 

Liquidity and Funding

 

The objective of liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund the Company's operations and meet obligations and other commitments on a timely basis and at a reasonable cost. The Company achieves this objective through the selection of asset and liability maturity mixes that it believes best meet its needs. The Company's liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets.

 

In recent years, the Company's deposit base has provided the majority of the Company's funding requirements. This relatively stable and low-cost source of funds, along with shareholders' equity, provided 98 percent of funding for average total assets in the year ended December 31, 2018 and 2017. The stability of the Company’s funding from customer deposits is in part reliant on the confidence clients have in the Company. The Company places a very high priority in maintaining this confidence through conservative credit and capital management practices and by maintaining an appropriate level of liquidity.

 

Liquidity is further provided by assets such as balances held at the Federal Reserve Bank, investment securities, and amortizing loans. The Company's investment securities portfolio provides a substantial secondary source of liquidity. The Company held $3.6 billion in total investment securities at December 31, 2018. Under certain deposit, borrowing and other arrangements, the Company must hold and pledge investment securities as collateral. At December 31, 2018, such collateral requirements totaled approximately $728 million.

 

Liquidity risk can result from the mismatching of asset and liability cash flows, or from disruptions in the financial markets. The Company performs liquidity stress tests on a periodic basis to evaluate the sustainability of its liquidity. Under the stress testing, the Company assumes outflows of funds increase beyond expected levels. Measurement of such heightened outflows considers the composition of the Company’s deposit base, including any concentration of deposits, non-deposit funding such as short-term borrowings, and unfunded lending commitments. The Company evaluates its stock of highly liquid assets to meet the assumed higher levels of outflows. Highly liquid assets include cash and amounts due from other banks from daily transaction settlements, reduced by branch cash needs and Federal Reserve Bank reserve requirements, and investment securities based on regulatory risk-weighting guidelines. Based on the results of the most recent liquidity stress test, Management is satisfied with the liquidity condition of the Bank and the Company. However, no assurance can be given the Bank or Company will not experience a period of reduced liquidity.

 

Management continually monitors the Company’s cash levels. Loan demand from credit worthy borrowers will be dictated by economic and competitive conditions. The Company aggressively solicits non-interest bearing demand deposits and money market checking deposits, which are the least sensitive to changes in interest rates. The growth of these deposit balances is subject to heightened competition, the success of the Company's sales efforts, delivery of superior customer service, new regulations and market conditions. The Company does not aggressively solicit higher-costing time deposits; as a result, Management anticipates such deposits will decline. Changes in interest rates, most notably rising interest rates, could impact deposit volumes. Depending on economic conditions, interest rate levels, liquidity management and a variety of other conditions, deposit growth may be used to fund loans or purchase investment securities. However, due to possible volatility in economic conditions, competition and political uncertainty, loan demand and levels of customer deposits are not certain. Shareholder dividends are expected to continue subject to the Board's discretion and continuing evaluation of capital levels, earnings, asset quality and other factors.

 

-40-

 

Westamerica Bancorporation ("Parent Company") is a separate entity apart from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Parent Company is responsible for the payment of dividends declared for its shareholders, and interest and principal on any outstanding debt. The Parent Company currently has no debt. Substantially all of the Parent Company's revenues are obtained from subsidiary dividends and service fees.

 

The Bank’s dividends paid to the Parent Company, proceeds from the exercise of stock options, and Parent Company cash balances provided adequate cash for the Parent Company to pay shareholder dividends of $43 million in 2018 and $41 million in 2017, and retire common stock in the amount of $524 thousand in 2018 and $314 thousand in 2017. Payment of dividends to the Parent Company by the Bank is limited under California and Federal laws. The Company believes these regulatory dividend restrictions will not have an impact on the Parent Company's ability to meet its ongoing cash obligations.

 

Contractual Obligations

 

Deposits and sort-term borrowings are detailed on pages 43 and 44. The following table sets forth the known contractual obligations, except deposits, short-term borrowing arrangements and post-retirement benefit plans, of the Company:

 

   At December 31, 2018
   Within One Year  Over One to Three Years  Over Three to Five Years  After Five Years  Total
   (In thousands)
Operating Lease Obligations  $5,996   $7,150   $3,144   $1,044   $17,334 
Purchase Obligations   8,301    16,991    -    -    25,292 
Total  $14,297   $24,141   $3,144   $1,044   $42,626 

 

Operating lease obligations have not been reduced by minimum sublease rentals of $1 million due in the future under noncancelable subleases. Operating lease obligations may be retired prior to the contractual maturity as discussed in the notes to the consolidated financial statements. The purchase obligation consists of the Company’s minimum liabilities under contracts with third-party automation services providers .

 

Capital Resources

 

The Company has historically generated high levels of earnings, which provide a means of accumulating capital. The Company's net income as a percentage of average shareholders' equity (“return on equity” or “ROE”) has been 11.3% in 2018, 8.4% in 2017 and 10.9% in 2016. The Company also raises capital as employees exercise stock options. Capital raised through the exercise of stock options was $13 million in 2018, $25 million in 2017 and $24 million in 2016.

 

The Company paid common dividends totaling $43 million in 2018, $41 million in 2017 and $40 million in 2016, which represent dividends per common share of $1.60, $1.57 and $1.56, respectively. The Company's earnings have historically exceeded dividends paid to shareholders. The amount of earnings in excess of dividends provides the Company resources to finance growth and maintain appropriate levels of shareholders' equity. In the absence of profitable growth opportunities, the Company has at times repurchased and retired its common stock as another means to return earnings to shareholders. The Company repurchased and retired 9 thousand shares valued at $524 thousand in 2018, 6 thousand shares valued at $314 thousand in 2017 and 137 thousand shares valued at $6 million in 2016.

 

The Company's primary capital resource is shareholders' equity, which was $616 million at December 31, 2018 compared with $590 million at December 31, 2017. The Company's ratio of equity to total assets was 11.05% at December 31, 2018 and 10.71% at December 31, 2017.

 

The Company performs capital stress tests on a periodic basis to evaluate the sustainability of its capital. Under the stress testing, the Company assumes various scenarios such as deteriorating economic and operating conditions, unanticipated asset devaluations, and significant operational lapses. The Company measures the impact of these scenarios on its earnings and capital. Based on the results of the most recent stress tests, Management is satisfied with the capital condition of the Bank and the Company. However, no assurance can be given the Bank or Company will not experience a period of reduced earnings or a reduction in capital from unanticipated events and circumstances.

 

-41-

 

Capital to Risk-Adjusted Assets

 

On July 2, 2013, the Federal Reserve Board approved a final rule that implements changes to the regulatory capital framework for all banking organizations. The rule’s provisions which most affected the regulatory capital requirements of the Company and the Bank:

 

·Introduced a new “Common Equity Tier 1” capital measurement,
·Established higher minimum levels of capital,
·Introduced a “capital conservation buffer,”
·Increased the risk-weighting of certain assets, and
·Established limits on the amount of deferred tax assets with any excess treated as a deduction from Tier 1 capital.

 

Under the final rule, a banking organization that is not subject to the “advanced approaches rule” may make a one-time election not to include most elements of Accumulated Other Comprehensive Income, including net-of-tax unrealized gains and losses on debt securities available for sale, in regulatory capital. Neither the Company nor the Bank is subject to the “advanced approaches rule” and both made the election not to include most elements of Accumulated Other Comprehensive Income in regulatory capital.

 

Banking organizations that are not subject to the “advanced approaches rule” began complying with the final rule on January 1, 2015; on such date, the Company and the Bank became subject to the revised definitions of regulatory capital, the new minimum regulatory capital ratios, and various regulatory capital adjustments and deductions according to transition provisions and timelines. All banking organizations began calculating standardized total risk-weighted assets on January 1, 2015. The transition period for the capital conservation buffer for all banking organizations began on January 1, 2016 and ended January 1, 2019, when the 2.5% capital conservation buffer was fully implemented. Any bank subject to the rule which is unable to maintain its “capital conservation buffer” above the minimum regulatory capital ratios will be restricted in the payment of discretionary executive compensation and shareholder distributions, such as dividends and share repurchases.

 

The final rule did not supersede provisions of the Federal Deposit Insurance Corporation Improvement Act (FDICIA) requiring federal banking agencies to take prompt corrective action (PCA) to resolve problems of insured depository institutions. The final rule revised the PCA thresholds to incorporate the higher minimum levels of capital, including the “common equity tier 1” ratio.

 

The capital ratios for the Company and the Bank under the new capital framework are presented in the tables below, on the dates indicated.

 

               To Be
         Required for  Well-capitalized
         Capital Adequacy Purposes  Under Prompt
   At December 31, 2018  Effective  Effective  Corrective Action
   Company  Bank  January 1, 2018  January 1, 2019  Regulations (Bank)
                
Common Equity Tier I Capital   16.30%   13.01%   6.375%(1)   7.00%(2)   6.50%
Tier I Capital   16.30%   13.01%   7.875%(1)   8.50%(2)   8.00%
Total Capital   17.03%   13.94%   9.875%(1)   10.50%(2)   10.00%
Leverage Ratio   9.51%   7.55%   4.000%   4.00%   5.00%

 

(1) Includes 1.875% capital conservation buffer.

(2) Includes 2.5% capital conservation buffer.

 

               To Be
         Required for  Well-capitalized
         Capital Adequacy Purposes  Under Prompt
   At December 31, 2017  Effective  Effective  Corrective Action
   Company  Bank  January 1, 2017  January 1, 2019  Regulations (Bank)
                
Common Equity Tier I Capital   15.36%   12.50%   5.75%(3)   7.00%(4)   6.50%
Tier I Capital   15.36%   12.50%   7.25%(3)   8.50%(4)   8.00%
Total Capital   16.17%   13.52%   9.25%(3)   10.50%(4)   10.00%
Leverage Ratio   8.86%   7.16%   4.00%   4.00%   5.00%

 

(3) Includes 1.25% capital conservation buffer.

(4) Includes 2.5% capital conservation buffer.

 

-42-

 

In June 2016, the Financial Accounting Standards Board issued an update to the accounting standards for credit losses known as the "Current Expected Credit Losses" (CECL) methodology, which replaces the existing incurred loss methodology for certain financial assets. The Company intends to timely adopt the CECL methodology January 1, 2020, which involves an implementing accounting entry to retained earnings. In December 2018, the federal bank regulatory agencies approved a final rule which will be effective April 1, 2019 modifying their regulatory capital rules and providing an option to phase in over a period of three years the day-one regulatory capital effects of implementing the CECL methodology. The Company has not determined whether it will elect the three year phase in period for the day-one regulatory capital effects. See Note 1 to the consolidated financial statements, “Summary of Significant Accounting Policies: Recently Issued Accounting Standards” for more information on the CECL methodology.

 

The Company and the Bank routinely project capital levels by analyzing forecasted earnings, credit quality, shareholder dividends, asset volumes, share repurchase activity, stock option exercise proceeds, and other factors. Based on current capital projections, the Company and the Bank expect to maintain regulatory capital levels exceeding the highest effective regulatory standard and pay quarterly dividends to shareholders. No assurance can be given that changes in capital management plans will not occur.

 

Deposit Categories

 

The Company primarily attracts deposits from local businesses and professionals, as well as through retail savings and checking accounts, and, to a more limited extent, certificates of deposit.

 

The following table summarizes the Company’s average daily amount of deposits and the rates paid for the periods indicated:

 

Deposit Distribution and Average Rates Paid

 

   For the Years Ended December 31,
   2018  2017  2016
   Average Balance  Percentage of Total Deposits  Rate  Average Balance  Percentage of Total Deposits  Rate  Average Balance  Percentage of Total Deposits  Rate
   ($ In thousands)
                            
Noninterest-bearing demand  $2,209,924    45.4%   -%  $2,095,522    44.4%   -%  $2,026,939    44.1%   -%
Interest bearing:                                             
Transaction   928,277    19.0%   0.04%   888,116    18.8%   0.03%   862,581    18.8%   0.03%
Savings   1,519,375    31.2%   0.06%   1,492,725    31.6%   0.02%   1,428,059    31.1%   0.06%
Time less than $100 thousand   119,586    2.5%   0.23%   136,324    2.9%   0.17%   154,022    3.4%   0.26%
Time $100 thousand or more   94,919    1.9%   0.39%   109,563    2.3%   0.38%   118,750    2.6%   0.43%
Total (1)  $4,872,081    100.0%   0.04%  $4,722,250    100.0%   0.04%  $4,590,351    100.0%   0.05%

 

(1) The rates for total deposits reflect the value of noninterest-bearing deposits.

 

The Company’s strategy includes building the value of its deposit base by building balances of lower-costing deposits and avoiding reliance on higher-costing time deposits. From 2016 to 2018 higher costing time deposits declined from 6% to 4% of total deposits. The Company’s average balances of checking and savings accounts represented 96% of average balances of total deposits in 2018 compared with 95% in 2017 and 94% in 2016.

 

Total time deposits were $195 million and $232 million at December 31, 2018 and 2017, respectively. The following table sets forth, by time remaining to maturity, the Company’s total domestic time deposits. The Company has no foreign time deposits.

 

-43-

 

Time Deposits Maturity Distribution

 

   At December 31, 2018
   (In thousands)
2019  $144,482 
2020   26,229 
2021   13,574 
2022   5,463 
2023   5,473 
Thereafter   30 
Total  $195,251 

 

The following sets forth, by time remaining to maturity, the Company’s domestic time deposits in amounts of $100 thousand or more:

 

Time Deposits $100,000 or more Maturity Distribution

 

   At December 31, 2018
   (In thousands)
Three months or less  $27,718 
Over three through six months   14,785 
Over six through twelve months   21,932 
Over twelve months   28,162 
Total  $92,597 

 

Short-term Borrowings

 

The following table sets forth the short-term borrowings of the Company:

 

Short-Term Borrowings Distribution

 

   At December 31,
   2018  2017  2016
   (In thousands)
Securities sold under agreements to repurchase the securities  $51,247   $58,471   $59,078 
Total short-term borrowings  $51,247   $58,471   $59,078 

 

Further detail of federal funds purchased and other borrowed funds is as follows:

 

   For the Years Ended December 31,
   2018  2017  2016
   ($ in thousands)
Federal funds purchased balances and rates paid on outstanding amount:               
Average balance for the year  $1   $5   $5 
Maximum month-end balance during the year   -    -    - 
Average interest rate for the year   -%   1.53%   0.77%
Average interest rate at period end   -%   -%   -%
Securities sold under agreements to repurchase the securities balances and rates paid on outstanding amount:               
Average balance for the year  $59,991   $69,666   $61,271 
Maximum month-end balance during the year   68,894    82,126    74,815 
Average interest rate for the year   0.06%   0.06%   0.06%
Average interest rate at period end   0.06%   0.06%   0.06%

 

-44-

 

Financial Ratios

 

The following table shows key financial ratios for the periods indicated:

 

   At and For the Years Ended December 31,
   2018  2017  2016
Return on average total assets   1.27%   0.92%   1.12%
Return on average common shareholders' equity   11.35%   8.39%   10.85%
Average shareholders' equity as a percentage of:               
Average total assets   11.22%   10.96%   10.34%
Average total loans   52.16%   45.34%   38.08%
Average total deposits   12.95%   12.63%   11.81%
Common dividend payout ratio   60%   83%   68%

 

 

 

 

[The remainder of this page intentionally left blank]

 

 

 

 

 

 

 

 

 

-45-

 

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk, even though such activities may be permitted with the approval of the Company’s Board of Directors.

 

Credit risk and interest rate risk are the most significant market risks affecting the Company, and equity price risk can also affect the Company’s financial results. These risks are described in the preceding sections regarding “Loan Portfolio Credit Risk,” and “Asset/Liability and Market Risk Management.” Other types of market risk, such as foreign currency exchange risk and commodity price risk, are not significant in the normal course of the Company’s business activities.

 

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

INDEX TO FINANCIAL STATEMENTS

 

  Page
Management’s Internal Control Over Financial Reporting 47
Consolidated Balance Sheets as of December 31, 2018 and 2017 48
Consolidated Statements of Income for the years ended December 31, 2018, 2017 and 2016 49
Consolidated Statements of Comprehensive Income for the years ended December 31, 2018, 2017 and 2016 50
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2018, 2017 and 2016 51
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 52
Notes to the Consolidated Financial Statements 53
Report of Independent Registered Public Accounting Firm 91

 

 

 

 

 

 

 

 

 

 

 

 

-46-

 

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

Management of Westamerica Bancorporation and subsidiaries (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2018. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s system of internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

 

Management performed an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 based upon criteria in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, Management determined that the Company’s internal control over financial reporting was effective as of December 31, 2018 based on the criteria in Internal Control - Integrated Framework (2013) issued by COSO.

 

The Company’s independent registered public accounting firm has issued an attestation report on the Company’s internal control over financial reporting. Their opinion and attestation on internal control over financial reporting appear on page 91.

 

Dated: February 28, 2019

 

 

 

 

-47-

 

WESTAMERICA BANCORPORATION

CONSOLIDATED BALANCE SHEETS

 

   At December 31,
   2018  2017
   (In thousands)
Assets:          
Cash and due from banks  $420,284   $575,002 
Equity securities   1,747    1,800 
Debt securities available for sale   2,654,670    2,191,707 
Debt securities held to maturity, with fair values of: $971,445 at December 31, 2018 and $1,155,342 at December 31, 2017   984,609    1,158,864 
Loans   1,207,202    1,287,982 
Allowance for loan losses   (21,351)   (23,009)
Loans, net of allowance for loan losses   1,185,851    1,264,973 
Other real estate owned   350    1,426 
Premises and equipment, net   34,507    35,301 
Identifiable intangibles, net   1,929    3,850 
Goodwill   121,673    121,673 
Other assets   162,906    158,450 
Total Assets  $5,568,526   $5,513,046 
           
Liabilities:          
Noninterest-bearing deposits  $2,243,251   $2,197,526 
Interest-bearing deposits   2,623,588    2,630,087 
Total deposits   4,866,839    4,827,613 
Short-term borrowed funds   51,247    58,471 
Other liabilities   34,849    36,723 
Total Liabilities   4,952,935    4,922,807 
           
Contingencies (Note 13)          
           
Shareholders' Equity:          
Common stock (no par value), authorized - 150,000 shares Issued and outstanding: 26,730 at December 31, 2018 and 26,425 at December 31, 2017   448,351    431,734 
Deferred compensation   1,395    1,533 
Accumulated other comprehensive loss   (39,996)   (16,832)
Retained earnings   205,841    173,804 
Total Shareholders' Equity   615,591    590,239 
Total Liabilities and Shareholders' Equity  $5,568,526   $5,513,046 

 

See accompanying notes to consolidated financial statements.

 

-48-

 

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF INCOME

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands, except per share data)
Interest and Loan Fee Income:               
Loans  $59,030   $61,740   $69,139 
Equity securities   354    293    267 
Debt securities available for sale   60,383    44,371    34,009 
Debt securities held to maturity   24,031    27,432    30,636 
Interest bearing cash   7,925    4,476    1,868 
Total Interest and Loan Fee Income   151,723    138,312    135,919 
Interest Expense:               
Deposits   1,922    1,856    2,077 
Short-term borrowed funds   37    44    39 
Total Interest Expense   1,959    1,900    2,116 
Net Interest and Loan Fee Income   149,764    136,412    133,803 
Reversal of Provision for Loan Losses   -    (1,900)   (3,200)
Net Interest and Loan Fee Income After Reversal of Provision For Loan Losses   149,764    138,312    137,003 
Noninterest Income:               
Service charges on deposit accounts   18,508    19,612    20,854 
Merchant processing services   9,630    8,426    6,377 
Debit card fees   6,643    6,421    6,290 
Trust fees   2,938    2,875    2,686 
ATM processing fees   2,752    2,610    2,411 
Other service fees   2,567    2,584    2,571 
Life insurance gains   585    -    - 
Financial services commissions   499    639    568 
Equity securities (losses) gains   (52)   7,955    - 
Other noninterest income   4,079    5,506    4,817 
Total Noninterest Income   48,149    56,628    46,574 
Noninterest Expense:               
Salaries and related benefits   53,007    51,519    51,507 
Occupancy and equipment   19,679    19,430    19,017 
Outsourced data processing services   9,229    9,035    8,505 
Loss contingency   3,500    5,542    3 
Professional fees   2,842    2,161    3,980 
Amortization of identifiable intangibles   1,921    3,077    3,504 
Courier service   1,779    1,732    1,952 
Impairment of tax credit investments   -    625    - 
Other noninterest expense   14,959    14,647    15,152 
Total Noninterest Expense   106,916    107,768    103,620 
Income Before Income Taxes   90,997    87,172    79,957 
Provision for income taxes   19,433    37,147    21,104 
Net Income  $71,564   $50,025   $58,853 
                
Average Common Shares Outstanding   26,649    26,291    25,612 
Diluted Average Common Shares Outstanding   26,756    26,419    25,678 
Per Common Share Data:               
Basic earnings  $2.69   $1.90   $2.30 
Diluted earnings   2.67    1.89    2.29 
Dividends paid   1.60    1.57    1.56 

 

See accompanying notes to consolidated financial statements.

 

-49-

 

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Net Income  $71,564   $50,025   $58,853 
Other comprehensive loss:               
Changes in net unrealized losses on debt securities available for sale   (27,939)   (3,767)   (18,610)
Deferred tax benefit   8,258    1,585    7,825 
Reclassification of gains included in net income   -    (7,955)   - 
Deferred tax expense on gains included in net income   -    3,345    - 
Changes in unrealized losses on debt securities available for sale, net of tax   (19,681)   (6,792)   (10,785)
Post-retirement benefit transition obligation amortization   -    59    61 
Deferred tax expense   -    (25)   (25)
Post-retirement benefit transition obligation amortization, net of tax   -    34    36 
Total Other Comprehensive Loss   (19,681)   (6,758)   (10,749)
Total Comprehensive Income  $51,883   $43,267   $48,104 

 

See accompanying notes to consolidated financial statements.

 

 

-50-

 

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

 

   Common
Shares
Outstanding
  Common
Stock
  Deferred
Compensation
  Accumulated
Other
Comprehensive
Income (Loss)
  Retained
Earnings
  Total
   (In thousands, except per share data)
                   
Balance, December 31, 2015   25,528   $378,858   $2,578   $675   $150,094   $532,205 
Net income for the year 2016                       58,853    58,853 
Other comprehensive loss                  (10,749)        (10,749)
Exercise of stock options   499    24,031                   24,031 
Tax benefit increase upon exercise and expiration of stock options        394                   394 
Restricted stock activity   15    1,798    (1,045)             753 
Stock based compensation        1,494                   1,494 
Stock awarded to employees   2    90                   90 
Retirement of common stock   (137)   (2,059)             (3,721)   (5,780)
Dividends ($1.56 per share)                       (39,924)   (39,924)
Balance, December 31, 2016   25,907    404,606    1,533    (10,074)   165,302    561,367 
Net income for the year 2017                       50,025    50,025 
Other comprehensive loss                  (6,758)        (6,758)
Exercise of stock options   509    24,583                   24,583 
Restricted stock activity   13    707                   707 
Stock based compensation        1,824                   1,824 
Stock awarded to employees   2    104                   104 
Retirement of common stock   (6)   (90)             (224)   (314)
Dividends ($1.57 per share)                       (41,299)   (41,299)
Balance, December 31, 2017   26,425    431,734    1,533    (16,832)   173,804    590,239 
Cumulative effect of equity securities losses reclassified                  142    (142)   - 
Adjusted Balance, January 1, 2018   26,425    431,734    1,533    (16,690)   173,662    590,239 
Reclass stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017                  (3,625)   3,625    - 
Net income for the year 2018                       71,564    71,564 
Other comprehensive loss                  (19,681)        (19,681)
Exercise of stock options   292    13,373                   13,373 
Restricted stock activity   20    1,281    (138)             1,143 
Stock based compensation        1,988                   1,988 
Stock awarded to employees   2    124                   124 
Retirement of common stock   (9)   (149)             (375)   (524)
Dividends ($1.60 per share)                       (42,635)   (42,635)
Balance, December 31, 2018   26,730   $448,351   $1,395   $(39,996)  $205,841   $615,591 

 

See accompanying notes to consolidated financial statements.

 

-51-

 

WESTAMERICA BANCORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Years Ended December 31,
   2018  2017  2016
Operating Activities:  (In thousands)
Net income  $71,564   $50,025   $58,853 
Adjustments to reconcile net income to net cash provided by operating activities:               
Depreciation and amortization/accretion   24,402    26,082    19,939 
Reversal of provision for loan losses   -    (1,900)   (3,200)
Net amortization of deferred loan fees   (203)   (46)   (340)
Increase in interest income receivable   (2,277)   (2,068)   (1,316)
(Increase) decrease in net deferred tax asset   (943)   27,018    4,380 
Increase in other assets   (4,017)   (1,732)   (3,321)
Stock option compensation expense   1,988    1,824    1,494 
Tax benefit increase upon exercise and expiration of stock options   -    -    (394)
Increase (decrease) in income taxes payable   7,554    (6,650)   (40)
Decrease in interest expense payable   (27)   (31)   (52)
(Decrease) increase in other liabilities   (580)   (3,016)   2,026 
Life insurance gains   (585)   -    - 
Equity securities losses   52    -    - 
Gain on sale of other assets   -    (1,004)   - 
Gain on sale of securities   -    (7,955)   - 
(Gain) loss on disposal of premises and equipment   (216)   60    30 
Net (gain) loss on sale of or write-down of foreclosed assets   (83)   147    (422)
Net Cash Provided by Operating Activities   96,629    80,754    77,637 
Investing Activities:               
Net repayments of loans   80,985    66,065    183,506 
Net payments under FDIC(1) indemnification agreements   -    (63)   (127)
Proceeds from life insurance   1,169    -    - 
Purchases of debt securities available for sale   (854,555)   (635,814)   (1,080,959)
Proceeds from sale/maturity/calls of debt securities available for sale   353,327    319,324    737,625 
Purchases of debt securities held to maturity   -    -    (246,956)
Proceeds from maturity/calls of debt securities held to maturity   167,029    178,429    204,054 
Purchases of premises and equipment   (3,123)   (2,720)   (1,818)
Proceeds from sale of premises and equipment   446    -    - 
Proceeds from sale of foreclosed assets   1,159    1,521    7,412 
Net Cash Used in Investing Activities   (253,563)   (73,258)   (197,263)
Financing Activities:               
Net change in deposits   39,226    122,872    164,082 
Net change in short-term borrowings   (7,224)   (607)   6,050 
Exercise of stock options   13,373    24,583    24,031 
Taxes paid by withholding shares for tax purposes   -    -    (356)
Tax benefit increase upon exercise and expiration of stock options   -    -    394 
Retirement of common stock   (524)   (314)   (5,424)
Common stock dividends paid   (42,635)   (41,299)   (39,924)
Net Cash Provided by Financing Activities   2,216    105,235    148,853 
Net Change In Cash and Due from Banks   (154,718)   112,731    29,227 
Cash and Due from Banks at Beginning of Period   575,002    462,271    433,044 
Cash and Due from Banks at End of Period  $420,284   $575,002   $462,271 
                
Supplemental Cash Flow Disclosures:               
Supplemental disclosure of noncash activities:               
Loan collateral transferred to other real estate owned  $-   $-   $821 
Supplemental disclosure of cash flow activities:               
Interest paid for the period   1,932    1,931    2,202 
Income tax payments for the period   13,627    17,351    19,264 

 

See accompanying notes to consolidated financial statements.

(1) Federal Deposit Insurance Corporation ("FDIC")

 

-52-

 

WESTAMERICA BANCORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1: Business and Accounting Policies

 

Westamerica Bancorporation, a registered bank holding company (the “Company”), provides a full range of banking services to corporate and individual customers in Northern and Central California through its wholly-owned subsidiary bank, Westamerica Bank (the “Bank”). The Bank is subject to competition from both financial and nonfinancial institutions and to the regulations of certain agencies and undergoes periodic examinations by those regulatory authorities. All of the financial service operations are considered by management to be aggregated in one reportable operating segment.

 

The Company has evaluated events and transactions subsequent to the balance sheet date. Based on this evaluation, the Company is not aware of any events or transactions that occurred subsequent to the balance sheet date but prior to filing that would require recognition or disclosure in its consolidated financial statements. Certain amounts in prior periods have been reclassified to conform to the current presentation.

 

Summary of Significant Accounting Policies

 

The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America. The following is a summary of significant policies used in the preparation of the accompanying financial statements.

 

Accounting Estimates. Certain accounting policies underlying the preparation of these financial statements require Management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments and as such have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in fair value of an asset not carried on the financial statements at fair value warrants an impairment writedown or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. The allowance for loan losses accounting is an area requiring the most subjective or complex judgments, and as such could be most subject to revision as new information becomes available. A discussion of the factors affecting the accounting for the allowance for loan losses is included in the following “Loans” and “Allowance for Credit Losses” sections. Carrying assets and liabilities at fair value inherently results in financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third party sources, when available. The “Securities” section discusses the factors that may affect the valuation of the Company’s securities. Although the estimates contemplate current conditions and how Management expects them to change in the future, it is reasonably possible that in 2019 actual conditions could be worse than anticipated in those estimates, which could materially affect our results of operations and financial condition.

 

Principles of Consolidation. The consolidated financial statements include the accounts of the Company and all the Company’s subsidiaries. Significant intercompany transactions have been eliminated in consolidation. The Company does not maintain or conduct transactions with any unconsolidated special purpose entities.

 

Cash. Cash includes Due From Banks balances which are readily convertible to known amounts of cash and are generally 90 days or less from maturity at the time of initiation, presenting insignificant risk of changes in value due to interest rate changes.

 

Equity Securities. Equity securities consist of marketable equity securities and mutual funds which are recorded at fair value. Unrealized gains and losses are included in net income effective January 1, 2018 prior to such date unrealized gains and losses were included in other comprehensive income.

 

Debt Securities. Debt securities consist of securities of the U.S. Treasury, government sponsored entities, states, counties, municipalities, corporations, agency and non-agency mortgage-backed securities and asset-backed securities. Securities transactions are recorded on a trade date basis. The Company classifies its debt securities in one of three categories: trading, available for sale or held to maturity. Trading securities are bought and held principally for the purpose of selling them in the near term. Trading securities are recorded at fair value with unrealized gains and losses included in net income. Held to maturity debt securities are those securities which the Company has the ability and intent to hold until maturity. Held to maturity debt securities are recorded at cost, adjusted for the amortization of premiums or accretion of discounts. Securities not included in trading or held to maturity are classified as available for sale debt securities. Available for sale debt securities are recorded at fair value. Unrealized gains and losses, net of the related tax effect, on available for sale debt securities are included in accumulated other comprehensive income.

 

-53-

 

The Company utilizes third-party sources to value its investment securities; securities individually valued using quoted prices in active markets are classified as Level 1 assets in the fair value hierarchy, and securities valued using quoted prices in active markets for similar securities (commonly referred to as “matrix” pricing) are classified as Level 2 assets in the fair value hierarchy. The Company validates the reliability of third-party provided values by comparing individual security pricing for securities between more than one third-party source. When third-party information is not available, valuation adjustments are estimated in good faith by Management and classified as Level 3 in the fair value hierarchy.

 

A decline in the market value of any available for sale or held to maturity security below amortized cost that is deemed other than temporary results in a charge to earnings and the establishment of a new cost basis for the security. Unrealized investment securities losses are evaluated at least quarterly to determine whether such declines in value should be considered “other than temporary” and therefore be subject to immediate loss recognition in income. Although these evaluations involve significant judgment, an unrealized loss in the fair value of a debt security is generally deemed to be temporary when the fair value of the security is below the carrying value primarily due to changes in risk-free interest rates, there has not been significant deterioration in the financial condition of the issuer, and the Company does not intend to sell or be required to sell the securities before recovery of its amortized cost. An unrealized loss in the value of an equity security is generally considered temporary when the fair value of the security declined primarily due to current market conditions and not deterioration in the financial condition of the issuer, the Company expects the fair value of the security to recover in the near term and the Company does not intend to sell or be required to sell the securities before recovery of its cost basis. Other factors that may be considered in determining whether a decline in the value of either a debt or an equity security is “other than temporary” include ratings by recognized rating agencies, actions of commercial banks or other lenders relative to the continued extension of credit facilities to the issuer of the security, the financial condition, capital strength and near-term prospects of the issuer, and recommendations of investment advisors or market analysts.

 

The Company follows the guidance issued by the Board of Governors of the Federal Reserve System, “Investing in Securities without Reliance on Nationally Recognized Statistical Rating Agencies” (SR 12-15) and other regulatory guidance when performing investment security pre-purchase analysis or evaluating investment securities for impairment. Credit ratings issued by recognized rating agencies are considered in the Company’s analysis only as a guide to the historical default rate associated with similarly-rated bonds.

 

Purchase premiums are amortized and purchase discounts are accreted over the estimated life of the related investment security as an adjustment to yield using the effective interest method. Unamortized premiums, unaccreted discounts, and early payment premiums are recognized as a component of gain or loss on sale upon disposition of the related security. Interest and dividend income are recognized when earned. Realized gains and losses from the sale of available for sale securities are included in earnings using the specific identification method.

 

Nonmarketable Equity Securities. Nonmarketable equity securities include securities that are not publicly traded, such as Visa Class B common stock, and securities acquired to meet regulatory requirements, such as Federal Reserve Bank stock, which are restricted. These restricted securities are accounted for under the cost method and are included in other assets. The Company reviews those assets accounted for under the cost method at least quarterly for possible declines in value that are considered “other than temporary”. The Company’s review typically includes an analysis of the facts and circumstances of each investment, the expectations for the investment’s cash flows and capital needs, the viability of its business model and any exit strategy. The asset value is reduced when a decline in value is considered to be other than temporary. The Company recognizes the estimated loss in noninterest income.

 

Loans. Loans are stated at the principal amount outstanding, net of unearned discount and unamortized deferred fees and costs. Interest is accrued daily on the outstanding principal balances. Loans which are more than 90 days delinquent with respect to interest or principal, unless they are well secured and in the process of collection, and other loans on which full recovery of principal or interest is in doubt, are placed on nonaccrual status. Interest previously accrued on loans placed on nonaccrual status is charged against interest income. In addition, some loans secured by real estate with temporarily impaired values and commercial loans to borrowers experiencing financial difficulties are placed on nonaccrual status (“performing nonaccrual loans”) even though the borrowers continue to repay the loans as scheduled. When the ability to fully collect nonaccrual loan principal is in doubt, payments received are applied against the principal balance of the loans on a cost-recovery method until such time as full collection of the remaining recorded balance is expected. Any additional interest payments received after that time are recorded as interest income on a cash basis. Performing nonaccrual loans are reinstated to accrual status when improvements in credit quality eliminate the doubt as to the full collectability of both interest and principal. Certain consumer loans or auto receivables are charged off against the allowance for credit losses when they become 120 days past due.

 

-54-

 

The Company evaluates all classified loans and nonaccrual loans with outstanding principal balances in excess of $500 thousand, and all “troubled debt restructured” loans for impairment. The Company recognizes a loan as impaired when, based on current information and events, it is probable that it will be unable to collect both the contractual interest and principal payments as scheduled in the loan agreement. Income recognition on impaired loans conforms to that used on nonaccrual loans. In certain circumstances, the Company might agree to restructured loan terms with borrowers experiencing financial difficulties; such restructured loans are evaluated under ASC 310-40, “Troubled Debt Restructurings by Creditors.” In general, a restructuring constitutes a troubled debt restructuring when the Company, for reasons related to a borrower’s financial difficulties, grants a concession to the borrower it would not otherwise consider. Loans are evaluated on an individual basis. The Company follows its general nonaccrual policy for troubled debt restructurings. Performing troubled debt restructurings are reinstated to accrual status when improvements in credit quality eliminate the doubt as to full collectability of both principal and interest.

 

Nonrefundable fees and certain costs associated with originating or acquiring loans are deferred and amortized as an adjustment to interest income over the contractual loan lives. Upon prepayment, unamortized loan fees, net of costs, are immediately recognized in interest income. Other fees, including those collected upon principal prepayments, are included in interest income when received. Loans held for sale are identified upon origination and are reported at the lower of cost or market value on an aggregate loan basis.

 

Purchased Loans. Purchased loans are recorded at estimated fair value on the date of purchase. Impaired purchased loans are accounted for under FASB ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality, when the loans have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. Evidence of credit quality deterioration as of the purchase date may include attributes such as past due and nonaccural status. Generally, purchased loans that meet the Company’s definition for nonaccrual status fall within the scope of FASB ASC 310-30. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the difference from nonaccretable to accretable with a positive impact on interest income on a prospective basis. Any excess of expected cash flows over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. For covered purchased loans with an accretable difference, the corresponding FDIC receivable is amortized over the shorter of the contractual term of the indemnification asset or the remaining life of the loan. Further, the Company elected to analogize to ASC 310-30 and account for all other loans that had a discount due in part to credit not within the scope of ASC 310-30 using the same methodology.

 

Covered Loans. Loans covered under loss-sharing or similar credit protection agreements with the FDIC are reported in loans exclusive of the expected reimbursement cash flows from the FDIC. Covered loans are initially recorded at fair value at the acquisition date. Subsequent decreases in the amount expected to be collected results in a provision for loan losses and a corresponding increase in the estimated FDIC reimbursement, with the estimated net loss impacting earnings. Interest previously accrued on covered loans placed on nonaccrual status is charged against interest income, net of estimated FDIC reimbursements of such accrued interest. The FDIC reimburses the Company up to 80% of 90 days interest on covered loans. The indemnification expired February 6, 2019.

 

Allowance for Credit Losses. The Company extends loans to commercial and consumer customers primarily in Northern and Central California. These lending activities expose the Company to the risk borrowers will default, causing loan losses. The Company’s lending activities are exposed to various qualitative risks. All loan segments are exposed to risks inherent in the economy and market conditions. Significant risk characteristics related to the commercial loan segment include the borrowers’ business performance and financial condition, and the value of collateral for secured loans. Significant risk characteristics related to the commercial real estate segment include the borrowers’ business performance and the value of properties collateralizing the loans. Significant risk characteristics related to the construction loan segment include the borrowers’ performance in successfully developing the real estate into the intended purpose and the value of the property collateralizing the loans. Significant risk characteristics related to the residential real estate segment include the borrowers’ financial wherewithal to service the mortgages and the value of the property collateralizing the loans. Significant risk characteristics related to the consumer loan segment include the financial condition of the borrowers and the value of collateral securing the loans.

 

The preparation of these financial statements requires Management to estimate the amount of probable incurred losses inherent in the loan portfolio and establish an allowance for credit losses. In estimating credit losses, Management must exercise significant judgment in evaluating information deemed relevant. The amount of ultimate losses on the loan portfolio can vary from the estimated amounts. Management follows a systematic methodology to estimate loss potential in an effort to reduce the differences between estimated and actual losses.

 

-55-

 

The allowance for credit losses is established through provisions for credit losses charged to income. Losses on loans, including impaired loans, are charged to the allowance for loan losses when all or a portion of the recorded amount of a loan is deemed to be uncollectible. Recoveries of loans previously charged off are credited to the allowance when realized. The Company’s allowance for credit losses is maintained at a level considered adequate to provide for losses that can be estimated based upon specific and general conditions. These include conditions unique to individual borrowers, as well as overall credit loss experience, the amount of past due, nonperforming and classified loans, recommendations of regulatory authorities, prevailing economic conditions, FDIC loss-sharing or similar credit protection agreements and other factors. A portion of the allowance is specifically allocated to impaired loans whose full collectability is uncertain. Such allocations are determined by Management based on loan-by-loan analyses. The Company evaluates all classified loans and nonaccrual loans with outstanding principal balances in excess of $500 thousand, and all “troubled debt restructured” loans for impairment. A second allocation is based in part on quantitative analyses of historical credit loss experience. The results of this analysis are applied to current loan balances to allocate the reserve to the respective segments of the loan portfolio exclusive of loans individually evaluated for impairment. In addition, consumer installment loans which have similar characteristics and are not usually criticized using regulatory guidelines are analyzed and reserves established based on the historical loss rates and delinquency trends, grouped by the number of days the payments on these loans are delinquent. The remainder of the reserve is considered to be unallocated. The unallocated allowance is established to provide for probable losses that have been incurred as of the reporting date but not reflected in the allocated allowance. It addresses additional qualitative factors consistent with Management’s analysis of the level of risks inherent in the loan portfolio, which are related to the risks of the Company’s general lending activity. Included in the unallocated allowance is the risk of losses that are attributable to national or local economic or industry trends which have occurred but have not yet been recognized in past loan charge-off history (external factors). The external factors evaluated by the Company include: economic and business conditions, external competitive issues, and other factors. Also included in the unallocated allowance is the risk of losses that are attributable to general attributes of the Company’s loan portfolio and credit administration (internal factors). The internal factors evaluated by the Company include: loan review system, adequacy of lending Management and staff, loan policies and procedures, problem loan trends, concentrations of credit, and other factors. By their nature, these risks are not readily allocable to any specific segment of the loan portfolio in a statistically meaningful manner.

 

Liability for Off-Balance Sheet Credit Exposures. A liability for off-balance sheet credit exposures is established through expense recognition. Off-balance sheet credit exposures relate to letters of credit and unfunded loan commitments for commercial, construction and consumer loans. Historical credit loss factors for commercial, construction and consumer loans are applied to the amount of these off-balance sheet credit exposures to estimate inherent losses.

 

Other Real Estate Owned. Other real estate owned is comprised of property acquired through foreclosure proceedings, acceptances of deeds-in-lieu of foreclosure and, if applicable, vacated bank properties. Losses recognized at the time of acquiring property in full or partial satisfaction of debt are charged against the allowance for credit losses. Other real estate owned is recorded at the fair value of the collateral, generally based upon an independent property appraisal, less estimated disposition costs. Losses incurred subsequent to acquisition due to any decline in annual independent property appraisals are recognized as noninterest expense. Routine holding costs, such as property taxes, insurance and maintenance, and losses from sales and dispositions, are recognized as noninterest expense.

 

Premises and Equipment. Premises and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation is computed substantially on the straight-line method over the estimated useful life of each type of asset. Estimated useful lives of premises and equipment range from 20 to 50 years and from 3 to 20 years, respectively. Leasehold improvements are amortized over the terms of the lease or their estimated useful life, whichever is shorter.

 

Revenue Recognition. The Company recognizes revenue as it is earned based on contractual terms, as transactions occur, or as services are provided and collectability is reasonably assured. In certain circumstances, noninterest income is reported net of associated expenses that are directly related to variable volume-based sales or revenue sharing arrangements or when the Company acts on an agency basis for others.

 

Life Insurance Cash Surrender Value. The Company has purchased life insurance policies on certain directors and officers as well as acquired such assets as part of the acquisition of other banks. Company owned life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement. These assets are included in other assets on the consolidated balance sheets.

 

Intangible Assets. Intangible assets are comprised of goodwill, core deposit intangibles and other identifiable intangibles acquired in business combinations. Intangible assets with definite useful lives are amortized on an accelerated basis over their respective estimated useful lives not exceeding 15 years. If an event occurs that indicates the carrying amount of an intangible asset may not be recoverable, Management reviews the asset for impairment. Any goodwill and any intangible asset acquired in a purchase business combination determined to have an indefinite useful life is not amortized, but is evaluated for impairment annually. The Company has the option to first assess qualitative factors to determine the likelihood of impairment pursuant to FASB ASU 2011-08, Testing for Goodwill Impairment. Although the Company has the option to first assess qualitative factors when determining if impairment exists, the Company has opted to perform a quantitative analysis to determine if impairment exists.

 

-56-

 

Impairment of Long-Lived Assets. The Company reviews its long-lived and certain intangible assets for impairment whenever events or changes indicate that the carrying amount of an asset may not be recoverable. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

 

Income Taxes. The Company and its subsidiaries file consolidated tax returns. The Company accounts for income taxes in accordance with FASB ASC 740, Income Taxes, resulting in two components of income tax expense: current and deferred. Current income tax expense approximates taxes to be paid or refunded for the current period. The Company determines deferred income taxes using the balance sheet method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities, and recognizes enacted changes in tax rates and laws in the period in which they occur. Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized subject to Management’s judgment that realization is more likely than not. A tax position that meets the more likely than not recognition threshold is measured to determine the amount of benefit to recognize. The tax position is measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties are recognized as a component of income tax expense.

 

Stock Options. The Company applies FASB ASC 718 – Compensation – Stock Compensation, to account for stock based awards granted to employees using the fair value method. The Company recognizes compensation expense for restricted performance share grants over the relevant attribution period. Restricted performance share grants have no exercise price, therefore, the intrinsic value is measured using an estimated per share price at the vesting date for each restricted performance share. The estimated per share price is adjusted during the attribution period to reflect actual stock price performance. The Company’s obligation for unvested outstanding restricted performance share grants is classified as a liability until the vesting date due to a cash settlement feature, at which time the issued shares become classified as shareholders’ equity.

 

Extinguishment of Debt. Gains and losses, including fees, incurred in connection with the early extinguishment of debt are charged to current earnings as reductions in noninterest income.

 

Postretirement Benefits. The Company uses an actuarial-based accrual method of accounting for post-retirement benefits.

 

Other. Securities and other property held by the Bank in a fiduciary or agency capacity are not included in the financial statements since such items are not assets of the Company or its subsidiaries.

 

Recently Adopted Accounting Standards

 

In 2018, the Company adopted the following new accounting guidance:

 

FASB Accounting Standard Update (ASU) 2014-09, Revenue (Topic 606): Revenue from Contracts with Customers, was issued May 2014. The ASU specifies a standardized approach for revenue recognition across industries and transactions. The ASU also requires additional disclosures. The scope of the ASU does not include revenue streams covered by other ASU topics; thus, Topic 606 does not apply to revenue related to financial instruments, guarantees and leases, which are the primary sources of the Company’s net interest income.

 

All of the Company’s net interest income and a portion of its noninterest income are out of scope of the guidance. The contracts that are in scope of the guidance are primarily related to service charges and fees on deposit accounts, merchant processing fees, debit card fees, ATM processing fees, trust fees and other service charges, commissions and fees. The Company’s revenue recognition practices within the scope of the ASU as described below did not change in any material regard upon adoption of the ASU.

 

Service Charges on Deposit Accounts, ATM Processing Fees and Other Service Fees: The Company earns fees from its deposit customers for transaction-based, account maintenance, and overdraft services. Transaction-based fees are recognized at the time the transaction is executed as that is the point in time the Company fulfills the customer’s request. Account maintenance fees, which relate primarily to monthly maintenance, are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs. Service charges on deposits are withdrawn from the customer’s account balance. ATM processing fees and other service fees are recognized at the point in time that the transaction occurs or the services provided.

 

-57-

 

Merchant Processing Services and Debit Card Fees: The Company earns interchange fees from cardholder transactions conducted through the payment networks. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized daily, concurrently with the transaction processing services provided to the cardholder.

 

Trust Fees: The Company earns trust fees from its contracts with customers to manage assets for investment or custody services. These fees are primarily earned over time as the Company provides the contracted monthly services and are generally assessed based on a tiered scale of the market value of assets under management (AUM) at month-end. Other related services provided, which are based on a fixed fee schedule, are recognized when the services are rendered.

 

Gains/Losses on Sales of OREO: The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. The Company does not finance the sale of OREO. Gains on sale of OREO were $110 thousand, and $72 thousand and $1,185 thousand in the twelve months ended December 31, 2018 and 2017 and 2016, respectively.

 

The Company adopted the ASU on January 1, 2018 and no cumulative adjustment was required.

 

FASB ASU 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, was issued January 2016. The ASU addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Most notably, the ASU changes the income statement impact of equity investments held by the Company and the requirement for the Company to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes (Note 11).

 

The Company was required to adopt the ASU provisions on January 1, 2018, and for those equity securities with readily determinable fair values, the Company elected the retrospective transition approach with a cumulative effect adjustment to the balance sheet and for those equity securities that do not have readily determinable fair values, the Company elected the prospective transition approach. The impact of the adoption of this accounting standard on the Company’s consolidated financial statements will be subject to the price volatility of the equity investments. As a result of implementing the ASU provisions, effective January 1, 2018, the Company recorded a cumulative effect adjustment to decrease retained earnings by $142 thousand.

 

FASB ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, was issued February 2018. The ASU eliminates the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 by allowing a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. The Company early adopted the provisions of the ASU effective January 1, 2018, by reclassifying the Company’s $3,625 thousand stranded tax effect.

 

Recently Issued Accounting Standards

 

FASB ASU 2016-02, Leases (Topic 842), was issued February 25, 2016. The provisions of the new standard require lessees to recognize most leases on-balance sheet, increasing reported assets and liabilities. Lessor accounting remains substantially similar to current U.S. GAAP.


The Company will be required to adopt the ASU provisions effective January 1, 2019, and plans to elect the modified retrospective transition approach. The implementing entry will recognize a lease liability of $15.3 million and right-to-use asset of $15.3 million for facilities leases. The change in occupancy and equipment expense will not be material.

 

FASB ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, was issued on June 16, 2016. The ASU significantly changes estimates for credit losses related to financial assets measured at amortized cost and certain other contracts. For estimating credit losses, the FASB is replacing the incurred loss model with the current expected credit loss (CECL) model, which will accelerate recognition of credit losses. Additionally, credit losses relating to debt securities available-for-sale will be recorded through an allowance for credit losses under the new standard. The Company will also be required to provide additional disclosures related to the financial assets within the scope of the new standard.

 

The Company will be required to adopt the ASU provisions on January 1, 2020. Management has evaluated available data, defined portfolio segments of loans with similar attributes, and selected loss estimate models for each identified loan portfolio segment. Management has preliminarily measured historical loss rates for each portfolio segment. The ultimate adjustment to the allowance for loan losses will be accomplished through an offsetting after-tax adjustment to shareholders’ equity. Management has also segmented debt securities held to maturity, selected methods to estimate losses for each segment, and preliminarily measured a loss estimate. Economic conditions and the composition of the Company’s loan portfolio and debt securities held to maturity at the time of adoption will influence the extent of the adopting accounting adjustment. Management expects to develop an aggregate loss estimate by September 30, 2019.

 

-58-

 

FASB ASU 2017-08, Receivables – Non-Refundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, was issued March 2017. The ASU will shorten the amortization period for certain callable debt securities held at a premium. Specifically, the ASU requires the premium to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The Company will be required to adopt the ASU provisions on January 1, 2019. The implementing entry will reduce the carrying value of investment securities, specifically obligations of states and political subdivisions, by $3.1 million and reduce retained earnings by $2.8 million, net of tax. The change in premium amortization method will not be material to revenue recognition.

 

FASB ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, was issued August 2017. The ASU will expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the hedged item in the financial statements. The ASU also provides for a one-time reclassification of prepayable assets from held-to-maturity (HTM) to available for sale (AFS) regardless of derivative use.

 

The Company will be required to adopt the ASU provisions on January 1, 2019. The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk, even though such activities may be permitted with the approval of the Company’s Board of Directors. The Company has evaluated the prepayable assets in the HTM portfolio and will not effect a one-time reclassification of prepayable assets from HTM to the AFS upon implementation.

 

FASB ASU 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, was issued August 2018. The ASU is part of the disclosure framework project, where the primary focus is to improve the effectiveness of disclosures in the financial statements. The ASU removes, modifies and adds disclosure requirements related to Fair Value Measurements.

 

The provisions of the ASU are effective January 1, 2020 with the option to early adopt any removed or modified disclosures upon issuance of the ASU. The Company early adopted the provisions to remove and/or modify relevant disclosures in Note 11 to the consolidated financial statements. The requirement to include additional disclosures will be adopted by the Company January 1, 2020. The additional disclosures will not affect the financial results upon adoption.

 

 

[The remainder of this page intentionally left blank]

 

 

 

 

 

 

 

-59-

 

Note 2: Investment Securities

 

Effective January 1, 2018, upon adoption of ASU 2016-01, equity securities included in the Company’s available for sale portfolio of $1,800 thousand were reclassified to equity securities. The reclassification of equity securities resulted in recording a cumulative effect adjustment to decrease retained earnings by $142 thousand, net of tax.

 

At December 31, 2018, the market value of equity securities was $1,747 thousand. During the twelve months ended December 31, 2018, the Company recognized gross unrealized holding losses of $52 thousand in earnings.

 

An analysis of the amortized cost and fair value by major categories of debt securities available for sale, which are carried at fair value with net unrealized gains (losses) reported on an after-tax basis as a component of cumulative other comprehensive income, and debt securities held to maturity, which are carried at amortized cost, follows:

 

             
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
At December 31, 2018  (In thousands)
Debt securities available for sale                    
U.S. Treasury securities  $139,572   $5   $(3)  $139,574 
Securities of U.S. Government sponsored entities   167,228    65    (3,275)   164,018 
Agency residential mortgage-backed securities (MBS)   883,715    595    (30,439)   853,871 
Non-agency residential MBS   113    1    -    114 
Agency commercial MBS   1,869    -    (27)   1,842 
Securities of U.S. Government entities   1,128    -    (9)   1,119 
Obligations of states and political subdivisions   180,220    1,856    (2,985)   179,091 
Corporate securities   1,337,608    1,075    (23,642)   1,315,041 
Total debt securities available for sale   2,711,453    3,597    (60,380)   2,654,670 
Debt securities held to maturity                    
Agency residential MBS   447,332    249    (14,129)   433,452 
Non-agency residential MBS   3,387    40    -    3,427 
Obligations of states and political subdivisions   533,890    3,403    (2,727)   534,566 
Total debt securities held to maturity   984,609    3,692    (16,856)   971,445 
Total  $3,696,062   $7,289   $(77,236)  $3,626,115 

 

             
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Fair
Value
At December 31, 2017  (In thousands)
Debt securities available for sale                    
Securities of U.S. Government sponsored entities  $122,285   $1   $(2,967)  $119,319 
Agency residential MBS   787,679    522    (20,495)   767,706 
Non-agency residential MBS   153    1    -    154 
Agency commercial MBS   2,244    -    (25)   2,219 
Securities of U.S. Government entities   1,612    -    (22)   1,590 
Obligations of states and political subdivisions   182,907    3,796    (1,482)   185,221 
Corporate securities   1,123,671    1,104    (9,277)   1,115,498 
Total debt securities available for sale   2,220,551    5,424    (34,268)   2,191,707 
Debt securities held to maturity                    
Agency residential MBS   545,883    606    (9,850)   536,639 
Non-agency residential MBS   4,462    70    -    4,532 
Agency commercial MBS   9,041    -    (66)   8,975 
Obligations of states and political subdivisions   599,478    7,736    (2,018)   605,196 
Total debt securities held to maturity   1,158,864    8,412    (11,934)   1,155,342 
Total  $3,379,415   $13,836   $(46,202)  $3,347,049 

 

-60-

 

The amortized cost and fair value of debt securities by contractual maturity are shown in the following table s at the dates indicated:

 

   At December 31, 2018
   Debt Securities Available
for Sale
  Debt Securities Held
to Maturity
   Amortized
Cost
  Fair
Value
  Amortized
Cost
  Fair
Value
   (In thousands)
Maturity in years:                    
1 year or less  $262,418   $261,976   $86,172   $86,148 
Over 1 to 5 years   1,438,849    1,414,020    214,137    213,829 
Over 5 to 10 years   85,817    85,877    232,544    233,515 
Over 10 years   38,672    36,970    1,037    1,074 
Subtotal   1,825,756    1,798,843    533,890    534,566 
MBS   885,697    855,827    450,719    436,879 
Total  $2,711,453   $2,654,670   $984,609   $971,445 

 

   At December 31, 2017
   Debt Securities Available
for Sale
  Debt Securities Held
to Maturity
   Amortized
Cost
  Fair
Value
  Amortized
Cost
  Fair
Value
   (In thousands)
Maturity in years:                    
1 year or less  $193,337   $193,385   $50,295   $51,105 
Over 1 to 5 years   1,031,807    1,023,047    269,050    269,471 
Over 5 to 10 years   159,266    160,042    277,170    281,546 
Over 10 years   46,065    45,154    2,963    3,074 
Subtotal   1,430,475    1,421,628    599,478    605,196 
MBS   790,076    770,079    559,386    550,146 
Total  $2,220,551   $2,191,707   $1,158,864   $1,155,342 

 

Expected maturities of mortgage-related securities can differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties. In addition, such factors as prepayments and interest rates may affect the yield on the carrying value of mortgage-related securities. At December 31, 2018 and December 31, 2017, the Company had no high-risk collateralized mortgage obligations as defined by regulatory guidelines.

 

[The remainder of this page intentionally left blank]

 

-61-

 

An analysis of the gross unrealized losses of the debt securities available for sale portfolio follows:

 

   Debt Securities Available for Sale
At December 31, 2018
   No. of  Less than 12 months  No. of  12 months or longer  No. of  Total
   Investment     Unrealized  Investment     Unrealized  Investment     Unrealized
   Positions  Fair Value  Losses  Positions  Fair Value  Losses  Positions  Fair Value  Losses
   ($ in thousands)
U.S. Treasury securities   2   $54,805   $(3)   -   $-   $-    2   $54,805   $(3)
Securities of U.S. Government sponsored entities   1    990    (5)   9    117,963    (3,270)   10    118,953    (3,275)
Agency residential MBS   8    107,497    (507)   58    640,210    (29,932)   66    747,707    (30,439)
Agency commercial MBS   1    1,842    (27)   -    -    -    1    1,842    (27)
Securities of U.S. Government entities   -    -    -    2    1,119    (9)   2    1,119    (9)
Obligations of states and political
subdivisions
   32    26,452    (166)   71    67,121    (2,819)   103    93,573    (2,985)
Corporate securities   38    308,157    (3,403)   79    722,740    (20,239)   117    1,030,897    (23,642)
Total   82   $499,743   $(4,111)   219   $1,549,153   $(56,269)   301   $2,048,896   $(60,380)

 

An analysis of gross unrecognized losses of the debt securities held to maturity portfolio follows:

 

   Debt Securities Held to Maturity
At December 31, 2018
   No. of  Less than 12 months  No. of  12 months or longer  No. of  Total
   Investment     Unrecognized  Investment     Unrecognized  Investment     Unrecognized
   Positions  Fair Value  Losses  Positions  Fair Value  Losses  Positions  Fair Value  Losses
   ($ in thousands)
Agency residential MBS   16   $8,495   $(34)   78   $412,574   $(14,095)   94   $421,069   $(14,129)
Non-agency residential MBS   1    26    -    -    -    -    1    26    - 
Obligations of states and political
subdivisions
   97    83,633    (271)   142    151,546    (2,456)   239    235,179    (2,727)
Total   114   $92,154   $(305)   220   $564,120   $(16,551)   334   $656,274   $(16,856)

 

The unrealized losses on the Company’s debt securities were caused by market conditions for these types of investments, particularly changes in risk-free interest rates. The Company evaluates debt securities on a quarterly basis including changes in security ratings issued by rating agencies, changes in the financial condition of the issuer, and, for mortgage-backed and asset-backed securities, delinquency and loss information with respect to the underlying collateral, changes in the levels of subordination for the Company’s particular position within the repayment structure and remaining credit enhancement as compared to expected credit losses of the security. Substantially all of these securities continue to be investment grade rated by a major rating agency. One corporate bond with a carrying value of $15.0 million and a market value of $13.8 million at December 31, 2018, is rated below investment grade. In addition to monitoring credit rating agency evaluations, Management performs its own evaluations regarding the credit worthiness of the issuer or the securitized assets underlying asset backed securities.

 

The Company does not intend to sell any debt securities and has concluded that it is more likely than not that it will not be required to sell the debt securities prior to recovery of the amortized cost basis. Therefore, the Company does not consider these debt securities to be other-than-temporarily impaired as of December 31, 2018.

 

The fair values of the debt securities could decline in the future if the general economy deteriorates, inflation increases, credit ratings decline, the issuer’s financial condition deteriorates, or the liquidity for debt securities declines. As a result, other than temporary impairments may occur in the future.

 

As of December 31, 2018 and December 31, 2017, the Company had debt securities pledged to secure public deposits and short-term borrowed funds of $728,161  thousand and $715,774  thousand, respectively.

 

-62-

 

An analysis of gross unrealized losses  of debt securities available for sale follows:

 

   Debt Securities Available for Sale
   At December 31, 2017
   No. of  Less than 12 months  No. of  12 months or longer  No. of  Total
   Investment     Unrealized  Investment     Unrealized  Investment     Unrealized
   Positions  Fair Value  Losses  Positions  Fair Value  Losses  Positions  Fair Value  Losses
   ($ in thousands)
Securities of U.S. Government
sponsored entities
   1   $996   $(2)   8   $117,252   $(2,965)   9   $118,248   $(2,967)
Agency residential MBS   7    238,554    (1,501)   51    516,711    (18,994)   58    755,265    (20,495)
Non-agency residential MBS   1    1    -    -    -    -    1    1    - 
Agency commercial MBS   2    2,219    (25)   -    -    -    2    2,219    (25)
Securities of U.S. Government entities   -    -    -    3    1,590    (22)   3    1,590    (22)
Obligations of states and political
subdivisions
   50    21,453    (228)   35    52,071    (1,254)   85    73,524    (1,482)
Corporate securities   64    571,112    (4,047)   38    282,924    (5,230)   102    854,036    (9,277)
Total   125   $834,335   $(5,803)   135   $970,548   $(28,465)   260   $1,804,883   $(34,268)

 

An analysis of gross unrecognized losses of the debt securities held to maturity portfolio follows:

 

   Debt Securities Held to Maturity
   At December 31, 2017
   No. of  Less than 12 months  No. of  12 months or longer  No. of  Total
   Investment     Unrecognized  Investment     Unrecognized  Investment     Unrecognized
   Positions  Fair Value  Losses  Positions  Fair Value  Losses  Positions  Fair Value  Losses
   ($ in thousands)
Agency residential MBS   15   $30,218   $(201)   65   $479,775   $(9,649)   80   $509,993   $(9,850)
Agency commercial MBS   1    1,913    (4)   1    7,062    (62)   2    8,975    (66)
Obligations of states and political subdivisions   146    131,032    (553)   59    58,979    (1,465)   205    190,011    (2,018)
Total   162   $163,163   $(758)   125   $545,816   $(11,176)   287   $708,979   $(11,934)

 

The following table provides information about the amount of interest income earned on investment securities which is fully taxable and which is exempt from regular federal income tax:

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
          
Taxable  $65,330   $51,445   $42,718 
Tax-exempt from regular federal income tax   19,438    20,651    22,194 
Total interest income from investment securities  $84,768   $72,096   $64,912 

 

 

[The remainder of this page intentionally left blank]

 

-63-

 

Note 3: Loans and Allowance for Credit Losses

 

At December 31, 2018, the Company had $5.7 million in residential real estate secured loans which are indemnified from loss by the FDIC up to eighty percent of principal; the indemnification expired February 6, 2019.

 

A summary of the major categories of loans outstanding is shown in the following tables at the dates indicated.

 

   At Decmber 31,
   2018  2017
   (In thousands)
Commercial  $275,080   $335,996 
Commercial Real Estate   580,480    568,584 
Construction   3,982    5,649 
Residential Real Estate   44,866    65,183 
Consumer Installment & Other   302,794    312,570 
Total  $1,207,202   $1,287,982 

 

Total loans outstanding reported above include loans purchased from the FDIC of $58,247  thousand and $83,478 thousand at December 31, 2018 and December 31, 2017, respectively.

 

Changes in the accretable yield for purchased loans were as follows:

 

   For the Years Ended December 31,
   2018  2017
Accretable yield:  (In thousands)
Balance at the beginning of the period  $738   $1,237 
Reclassification from nonaccretable difference   1,119    1,852 
Accretion   (1,675)   (2,351)
Balance at the end of the period  $182   $738 
           
Accretion  $(1,675)  $(2,351)
Change in FDIC indemnification   2    192 
(Increase) in interest income  $(1,673)  $(2,159)

 

The following summarizes activity in the allowance for loan losses:

 

   Allowance for Loan Losses
For the Year Ended December 31, 2018
   Commercial  Commercial
Real Estate
  Construction  Residential
Real Estate
  Consumer
Installment
and Other
  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Balance at beginning of period  $7,746   $3,849   $335   $995   $6,418   $3,666   $23,009 
(Reversal) provision   (2,369)   275    1,130    (126)   1,579    (489)   - 
Chargeoffs   (513)   (240)   -    -    (4,124)   -    (4,877)
Recoveries   1,447    -    -    -    1,772    -    3,219 
Total allowance for loan losses  $6,311   $3,884   $1,465   $869   $5,645   $3,177   $21,351 

 

   Allowance for Loan Losses
For the Year Ended December 31, 2017
   Commercial  Commercial
Real Estate
  Construction  Residential
Real Estate
  Consumer
Installment
and Other
  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Balance at beginning of period  $8,327   $3,330   $152   $1,330   $7,980   $4,835   $25,954 
(Reversal) provision   (382)   431    (1,716)   (335)   1,271    (1,169)   (1,900)
Chargeoffs   (961)   -    -    -    (4,957)   -    (5,918)
Recoveries   762    88    1,899    -    2,124    -    4,873 
Total allowance for loan losses  $7,746   $3,849   $335   $995   $6,418   $3,666   $23,009 

 

-64-

 

   Allowance for Credit Losses
For the Year Ended December 31, 2016
   Commercial  Commercial
Real Estate
  Construction  Residential
Real Estate
  Consumer
Installment
and Other
  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Balance at beginning of period  $9,559   $4,212   $235   $1,801   $8,001   $5,963   $29,771 
(Reversal) provision   (3,237)   (1,436)   (83)   (471)   3,155    (1,128)   (3,200)
Chargeoffs   (2,023)   -    -    -    (4,749)   -    (6,772)
Recoveries   4,028    554    -    -    1,573    -    6,155 
Total allowance for loan losses  $8,327   $3,330   $152   $1,330   $7,980   $4,835   $25,954 

 

The allowance for loan losses and recorded investment in loans evaluated for impairment were as follows:

 

   Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment
At December 31, 2018
   Commercial  Commercial Real Estate  Construction  Residential Real Estate  Consumer Installment and Other  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Individually evaluated for impairment  $2,752   $-   $-   $-   $-   $-   $2,752 
Collectively evaluated for impairment   3,559    3,884    1,465    869    5,645    3,177    18,599 
Purchased loans with evidence of credit deterioration   -    -    -    -    -    -    - 
Total  $6,311   $3,884   $1,465   $869   $5,645   $3,177   $21,351 
Carrying value of loans:                                   
Individually evaluated for impairment  $9,921   $8,217   $-   $717   $-   $-   $18,855 
Collectively evaluated for impairment   265,136    572,042    3,982    44,149    302,651    -    1,187,960 
Purchased loans with evidence of credit deterioration   23    221    -    -    143    -    387 
Total  $275,080   $580,480   $3,982   $44,866   $302,794   $-   $1,207,202 

 

   Allowance for Loan Losses and Recorded Investment in Loans Evaluated for Impairment
At December 31, 2017
   Commercial  Commercial Real Estate  Construction  Residential Real Estate  Consumer Installment and Other  Unallocated  Total
   (In thousands)
Allowance for loan losses:                                   
Individually evaluated for impairment  $4,814   $171   $-   $-   $-   $-   $4,985 
Collectively evaluated for impairment   2,932    3,678    335    995    6,418    3,666    18,024 
Purchased loans with evidence of credit deterioration   -    -    -    -    -    -    - 
Total  $7,746   $3,849   $335   $995   $6,418   $3,666   $23,009 
Carrying value of loans:                                   
Individually evaluated for impairment  $10,675   $14,234   $-   $208   $-   $-   $25,117 
Collectively evaluated for impairment   325,291    553,769    5,649    64,975    312,406    -    1,262,090 
Purchased loans with evidence of credit deterioration   30    581    -    -    164    -    775 
Total  $335,996   $568,584   $5,649   $65,183   $312,570   $-   $1,287,982 

 

The Company’s customers are small businesses, professionals and consumers. Given the scale of these borrowers, corporate credit rating agencies do not evaluate the borrowers’ financial condition. The Company’s subsidiary, Westamerica Bank (the “Bank”) maintains a Loan Review Department which reports directly to the Audit Committee of the Board of Directors. The Loan Review Department performs independent evaluations of loans and validates management assigned credit risk grades on evaluated loans using grading standards employed by bank regulatory agencies. Loans judged to carry lower-risk attributes are assigned a “pass” grade, with a minimal likelihood of loss. Loans judged to carry higher-risk attributes are referred to as “classified loans,” and are further disaggregated, with increasing expectations for loss recognition, as “substandard,” “doubtful,” and “loss.” Loan Review Department performs continuous evaluations throughout the year. If the Bank becomes aware of deterioration in a borrower’s performance or financial condition between Loan Review Department examinations, assigned risk grades are re-evaluated promptly. Credit risk grades assigned by management and validated by the Loan Review Department are subject to review by the Bank’s regulatory authorities during regulatory examinations.

 

[The remainder of this page intentionally left blank]

 

-65-

 

The following summarizes the credit risk profile by internally assigned grade:

 

   Credit Risk Profile by Internally Assigned Grade
At December 31, 2018
   Commercial  Commercial Real Estate  Construction  Residential Real Estate  Consumer Installment and Other  Total
   (In thousands)
Grade:                              
Pass  $264,634   $567,578   $3,982   $43,112   $300,553   $1,179,859 
Substandard   10,446    12,902    -    1,754    1,556    26,658 
Doubtful   -    -    -    -    135    135 
Loss   -    -    -    -    550    550 
Total  $275,080   $580,480   $3,982   $44,866   $302,794   $1,207,202 

 

Credit risk profile reflects internally assigned grades of purchased covered loans without regard to FDIC indemnification on $5,713 thousand residential real estate and consumer loans at December 31, 2018. The indemnification expired February 6, 2019.

 

   Credit Risk Profile by Internally Assigned Grade
At December 31, 2017
   Commercial  Commercial Real Estate  Construction  Residential Real Estate  Consumer Installment and Other  Total
   (In thousands)
Grade:                              
Pass  $324,185   $548,853   $5,649   $62,253   $310,429   $1,251,369 
Substandard   11,811    19,731    -    2,930    1,370    35,842 
Doubtful   -    -    -    -    1    1 
Loss   -    -    -    -    770    770 
Total  $335,996   $568,584   $5,649   $65,183   $312,570   $1,287,982 

 

Credit risk profile reflects internally assigned grades of purchased covered loans without regard to FDIC indemnification on $7,766 thousand residential real estate and consumer loans at December 31, 2017.

 

The following tables summarize loans by delinquency and nonaccrual status:

 

   Summary of Loans by Delinquency and Nonaccrual Status
At December 31, 2018
   Current and Accruing  30-59 Days Past Due and Accruing  60-89 Days Past Due and Accruing  Past Due 90 Days or More and Accruing  Nonaccrual  Total Loans
   (In thousands)
Commercial  $274,045   $781   $254   $-   $-   $275,080 
Commercial real estate   574,853    617    785    -    4,225    580,480 
Construction   3,982    -    -    -    -    3,982 
Residential real estate   43,372    789    189    -    516    44,866 
Consumer installment and other   297,601    3,408    1,107    551    127    302,794 
Total  $1,193,853   $5,595   $2,335   $551   $4,868   $1,207,202 

 

   Summary of Loans by Delinquency and Nonaccrual Status
At December 31, 2017
   Current and Accruing  30-59 Days Past Due and Accruing  60-89 Days Past Due and Accruing  Past Due 90 Days or More and Accruing  Nonaccrual  Total Loans
   (In thousands)
Commercial  $334,908   $627   $164   $-   $297   $335,996 
Commercial real estate   561,883    1,143    125    -    5,433    568,584 
Construction   5,649    -    -    -    -    5,649 
Residential real estate   65,183    -    -    -    -    65,183 
Consumer installment and other   307,445    3,321    1,077    531    196    312,570 
Total  $1,275,068   $5,091   $1,366   $531   $5,926   $1,287,982 

 

-66-

 

There were no commitments to lend additional funds to borrowers whose loans were on nonaccrual status at December 31, 2018 and December 31, 2017.

 

The following summarizes impaired loans:

 

   Impaired Loans
At December 31,
   2018  2017
   Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
   (In thousands)
With no related allowance recorded:                              
Commercial  $755   $759   $-   $1,212   $1,271   $- 
Commercial real estate   8,438    10,373    -    13,169    14,985    - 
Residential real estate   717    747    -    208    239    - 
Consumer installment and other   270    377    -    360    466    - 
Total with no related allowance recorded   10,180    12,256    -    14,949    16,961    - 
                               
With an allowance recorded:                              
Commercial   9,189    9,189    2,752    9,764    9,764    4,814 
Commercial real estate   -    -    -    1,790    1,792    171 
Total with an allowance recorded   9,189    9,189    2,752    11,554    11,556    4,985 
Total  $19,369   $21,445   $2,752   $26,503   $28,517   $4,985 

 

Impaired loans include troubled debt restructured loans. Impaired loans at December 31, 2018, included $8,579 thousand of restructured loans, $4,225 thousand of which were on nonaccrual status. Impaired loans at December 31, 2017, included $12,081 thousand of restructured loans, $4,285 thousand of which were on nonaccrual status.

 

   Impaired Loans
For the Years Ended December 31,
   2018  2017  2016
   Average
Recorded
Investment
  Recognized
Interest
Income
  Average
Recorded
Investment
  Recognized
Interest
Income
  Average
Recorded
Investment
  Recognized
Interest
Income
   (In thousands)
Commercial  $10,532   $667   $11,156   $508   $12,923   $512 
Commercial real estate   11,703    758    14,806    884    16,701    725 
Construction   -    -    -    -    102    - 
Residential real estate   269    19    423    17    746    19 
Consumer installment and other   254    14    415    20    473    25 
Total  $22,758   $1,458   $26,800   $1,429   $30,945   $1,281 

 

The following tables provide information on troubled debt restructurings:

 

   Troubled Debt Restructurings
At December 31, 2018
   Number of
Contracts
  Pre-Modification
Carrying Value
  Period-End
Carrying Value
  Period-End
Individual
Impairment
Allowance
   ($ in thousands)
Commercial   4   $2,274   $811   $19 
Commercial real estate   8    9,237    7,568    - 
Residential real estate   1    241    200    - 
Total   13   $11,752   $8,579   $19 

 

 

[The remainder of this page intentionally left blank]

 

-67-

 

   Troubled Debt Restructurings
At December 31, 2017
   Number of
Contracts
  Pre-Modification
Carrying Value
  Period-End
Carrying Value
  Period-End
Individual
Impairment
Allowance
   ($ in thousands)
Commercial   7   $2,393   $1,085   $43 
Commercial real estate   10    11,528    10,788    - 
Residential real estate   1    241    208    - 
Total   18   $14,162   $12,081   $43 

 

   Troubled Debt Restructurings
At December 31, 2016
   Number of
Contracts
  Pre-Modification
Carrying Value
  Period-End
Carrying Value
  Period-End
Individual
Impairment
Allowance
   ($ in thousands)
Commercial   7   $2,719   $1,489   $113 
Commercial real estate   10    11,257    10,673    - 
Residential real estate   1    241    219    - 
Total   18   $14,217   $12,381   $113 

 

During the year ended December 31, 2018, the Company did not modify any loans that were considered troubled debt restructurings.

 

During the year ended December 31, 2017, the Company modified four loans with a carrying value of $699 thousand that were considered troubled debt restructurings. The four concessions granted in 2017 consisted of modifications of payment terms to extend the maturity date to allow for deferred principal repayment and under-market terms.

 

During the year ended December 31, 2016, the Company modified four loans with a total carrying value of $4,731 thousand that were considered troubled debt restructurings. The concessions granted in the four restructurings completed in 2016 consisted of three modifications of payment terms to extend the maturity date to allow for deferred principal repayment and under-market terms and one court order requiring under-market terms.

 

During the year ended December 31, 2018, one troubled debt restructured loan with a carrying value of $41 thousand was charged off. During the year ended December 31, 2017, one troubled debt restructured loan with a carrying value of $58 thousand was charged off. There were no chargeoffs related to troubled debt restructurings made during the year ended December 31, 2016. During the years ended December 31, 2018, 2017 and 2016, no troubled debt restructured loans defaulted within 12 months of the modification date. A troubled debt restructuring is considered to be in default when payments are ninety days or more past due.

 

There were no loans restricted due to collateral requirements at December 31, 2018 and December 31, 2017.

 

There were no loans held for sale at December 31, 2018 and December 31, 2017.

 

At December 31, 2018 and December 31, 2017, the Company held total other real estate owned (OREO) of $350 thousand net of reserve of $-0-   thousand and $1,426 thousand net of reserve of $1,905 thousand, respectively, of which $-0-  was foreclosed residential real estate properties or covered OREO at both dates. The amount of consumer mortgage loans outstanding secured by residential real estate properties for which formal foreclosure proceedings were in process was $516 thousand at December 31, 2018 and $196 thousand at December 31, 2017.

 

-68-

 

Note 4: Concentration of Credit Risk

 

Under the California Financial Code, credit extended to any one person owing to a commercial bank at any one time shall not exceed the following limitations: (a) unsecured loans shall not exceed 15 percent of the sum of the shareholders' equity, allowance for loan losses, capital notes, and debentures of the bank, or (b) secured and unsecured loans in all shall not exceed 25 percent of the sum of the shareholders' equity, allowance for loan losses, capital notes, and debentures of the bank. At December 31, 2018, the Bank did not have credit extended to any one entity exceeding these limits. At December 31, 2018, the Bank had 37 lending relationships each with aggregate amounts of $5 million or more. The Company has significant credit arrangements that are secured by real estate collateral. In addition to real estate loans outstanding as disclosed in Note 3, the Company had loan commitments related to real estate loans of $53,891 thousand and $53,874 thousand at December 31, 2018 and December 31, 2017, respectively. The Company requires collateral on all real estate loans with loan-to-value ratios at origination generally no greater than 75% on commercial real estate loans and no greater than 80% on residential real estate loans. At December 31, 2018, the Bank held corporate bonds in 78 issuing entities that exceeded $5 million for each issuer.

  

Note 5: Premises, Equipment and Other Assets

 

Premises and equipment consisted of the following:

 

   At December 31,
   Cost  Accumulated Depreciation and Amortization  Net Book Value
   (In thousands)
2018         
Land  $11,691   $-   $11,691 
Building and improvements   41,912    (27,178)   14,734 
Leasehold improvements   6,174    (4,968)   1,206 
Furniture and equipment   23,845    (16,969)   6,876 
Total  $83,622   $(49,115)  $34,507 
2017               
Land  $11,796   $-   $11,796 
Building and improvements   41,641    (26,249)   15,392 
Leasehold improvements   5,817    (4,790)   1,027 
Furniture and equipment   22,284    (15,198)   7,086 
Total  $81,538   $(46,237)  $35,301 

 

Depreciation and amortization of premises and equipment included in noninterest expense amounted to $3,677 thousand in 2018, $3,925 thousand in 2017 and $3,959 thousand in 2016.

 

 

[The remainder of this page intentionally left blank]

 

-69-

 

Other assets consisted of the following:

 

   At December 31,
   2018  2017
   (In thousands)
Cost method equity investments:          
Federal Reserve Bank stock (1)  $14,069   $14,069 
Other investments   158    158 
Total cost method equity investments   14,227    14,227 
Life insurance cash surrender value   56,083    54,101 
Net deferred tax asset   42,256    33,112 
Limited partnership investments   10,219    10,119 
Interest receivable   25,834    23,557 
Prepaid assets   4,658    4,906 
Other assets   9,629    18,428 
Total other assets  $162,906   $158,450 

 

(1)A bank applying for membership in the Federal Reserve System is required to subscribe to stock in the Federal Reserve Bank (FRB) in its district in a sum equal to six percent of the bank’s paid-up capital stock and surplus. One-half of the amount of the bank's subscription shall be paid to the FRB and the remaining half will be subject to call when deemed necessary by the Board of Governors of the Federal Reserve System.

 

The Company owns 211 thousand shares of Visa Inc. class B common stock which have transfer restrictions; the carrying value is $-0- thousand. On July 5, 2018, Visa Inc. announced a new conversion rate applicable to its class B common stock resulting from its June 28, 2018 deposit of funds into its litigation escrow account. This funding reduced the conversion rate of class B common stock into class A common stock, which is unrestricted and trades actively on the New York Stock Exchange, from 1.6483 to 1.6298. Visa Inc. class A common stock had a closing price of $131.94 per share on December 31, 2018, the last day of stock market trading for the fourth quarter 2018. The ultimate value of the Company’s Visa Inc. class B shares is subject to the extent of Visa Inc.’s future litigation escrow fundings, the resulting conversion rate to class A common stock, and current and future trading restrictions on the class B common stock.

 

The Company invests in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for low-income housing tax credits. At December 31, 2018, this investment totaled $10,219 thousand and $4,799  thousand of this amount represents outstanding equity capital commitments that are included in other liabilities. At December 31, 2017, this investment totaled $10,119 thousand and $2,299  thousand of this amount represented outstanding equity capital commitments. At December 31, 2018, the $4,799 thousand of outstanding equity capital commitments are expected to be paid as follows, $627 thousand in 2019, $2,026 thousand in 2020, $138 thousand in 2021, $261 thousand in 2022, $134 thousand in 2023, $1,041 thousand in 2024 and $572 thousand in 2025 or thereafter.

 

The amounts recognized in net income for these investments include:

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Investment loss included in pre-tax income  $2,900   $1,800   $2,475 
Valuation impairment included in pre-tax income   -    625    - 
Tax credits recognized in provision for income taxes   1,121    1,850    2,286 

 

The $625 thousand valuation impairment recognized in 2017 was due to a decline in future expected federal tax benefits due to the reduction in the federal corporate tax rate upon enactment of the Tax Cuts and Jobs Act of 2017.

 

-70-

 

Note 6: Goodwill and Identifiable Intangible Assets

 

The Company has recorded goodwill and other identifiable intangibles associated with purchase business combinations. Goodwill is not amortized, but is evaluated for impairment at least annually. The Company did not recognize impairment during the years ended December 31, 2018, 2017 and 2016. Identifiable intangibles are amortized to their estimated residual values over their expected useful lives. Such lives and residual values are also periodically reassessed to determine if any amortization period adjustments are indicated. During the years ended December 31, 2018, 2017 and 2016 no such adjustments were recorded.

 

The carrying values of goodwill were:

 

   At December 31,
   2018  2017
   (In thousands)
Goodwill  $121,673   $121,673 

 

The gross carrying amount of identifiable intangible assets and accumulated amortization was:

 

   At December 31,
   2018  2017
   Gross
Carrying
Amount
  Accumulated
Amortization
  Gross
Carrying
Amount
  Accumulated
Amortization
   (In thousands)
Core Deposit Intangibles  $56,808   $(54,879)  $56,808   $(52,987)
Merchant Draft Processing Intangible   10,300    (10,300)   10,300    (10,271)
Total Identifiable Intangible Assets  $67,108   $(65,179)  $67,108   $(63,258)

 

As of December 31, 2018, the current period and estimated future amortization expense for identifiable intangible assets was:

 

   Core
Deposit
Intangibles
  Merchant
Draft
Processing
Intangible
  Total
   (In thousands)
For the Year Ended December 31, 2018 (actual)  $1,892   $29   $1,921 
Estimate for the Year Ended December 31, 2019   538    -    538 
2020   287    -    287 
2021   269    -    269 
2022   252    -    252 
2023   236    -    236 

 

[The remainder of this page intentionally left blank]

 

-71-

 

Note 7: Deposits and Borrowed Funds

 

The following table provides additional detail regarding deposits.

 

   Deposits
   At December 31,
   2018  2017
   (In thousands)
Noninterest-bearing  $2,243,251   $2,197,526 
Interest-bearing:          
Transaction   929,346    904,245 
Savings   1,498,991    1,494,024 
Time deposits less than $100 thousand   102,654    117,848 
Time deposits $100 thousand through $250 thousand   64,512    76,578 
Time deposits more than $250 thousand   28,085    37,392 
Total deposits  $4,866,839   $4,827,613 

 

Demand deposit overdrafts of $980  thousand and $2,786  thousand were included as loan balances at December 31, 2018 and 2017, respectively. Interest expense for aggregate time deposits with individual account balances in excess of $100 thousand was $368 thousand in 2018, $415 thousand in 2017 and $509 thousand in 2016.

 

The following table provides additional detail regarding short-term borrowed funds.

 

   Repurchase Agreements (Sweep)
Accounted for as Secured Borrowings
   Remaining Contractual Maturity of the Agreements
Overnight and Continuous
   At December 31,
   2018  2017
Repurchase agreements:  (In thousands)
Collateral securing borrowings:          
Securities of U.S. Government sponsored entities  $73,803   $74,173 
Agency residential MBS   58,380    58,251 
Corporate securities   91,837    105,113 
Total collateral carrying value  $224,020   $237,537 
Total short-term borrowed funds  $51,247   $58,471 

 

   For the Years Ended December 31,
   2018  2017
   Highest Balance at Any Month-end
   (In thousands)
Securities sold under repurchase agreements  $68,894   $82,126 

 

Note 8: Shareholders’ Equity

 

The Company grants stock options and restricted performance shares to employees in exchange for employee services, pursuant to the shareholder-approved 1995 Stock Option Plan, which was last amended and restated in 2012. Nonqualified stock option grants (“NQSO”) are granted with an exercise price equal to the fair market value of the related common stock on the grant date. NQSO generally become exercisable in equal annual installments over a three-year period with each installment vesting on the anniversary date of the grant. Each NQSO has a maximum ten-year term. A restricted performance share grant becomes vested after three years of being awarded, provided the Company has attained its performance goals for such three-year period.

 

-72-

 

The following table summarizes information about stock options granted under the Plan as of December 31, 2018. The intrinsic value is calculated as the difference between the market value as of December 31, 2018 and the exercise price of the shares. The market value as of December 31, 2018 was $55.68 as reported by the NASDAQ Global Select Market:

 

   Options Outstanding  Options Exercisable
   At December 31, 2018  For the Year Ended December 31, 2018  At December 31, 2018  For the Year Ended December 31, 2018
Range of Exercise Price  Number Outstanding  Aggregate Intrinsic Value  Weighted Average Remaining Contractual Life  Weighted Average Exercise Price  Number Exercisable  Aggregate Intrinsic Value  Weighted Average Remaining Contractual Life  Weighted Average Exercise Price
   (In thousands)  (Years)     (In thousands)  (Years)   
$40 - 45   176   $2,309    6.6   $43    87   $1,122    6.1   $43 
45 - 50   11    106    3.1    46    11    106    3.1    46 
50 - 55   286    1,297    0.7    51    286    1,297    0.7    51 
55 - 60   229    -    7.7    57    73    -    6.9    57 
60 - 65   244    -    9.1    62    -     N/A      N/A      N/A  
$40 - 65   946   $3,712    5.7    54    457   $2,525    2.8    50 

 

The Company applies the Roll-Geske option pricing model (Modified Roll) to determine grant date fair value of stock option grants. This model modifies the Black-Scholes Model to take into account dividends and American options. During the year ended December 31, 2018, 2017 and 2016, the Company granted 249 thousand, 266 thousand and 325 thousand stock options, respectively. The following weighted average assumptions were used in the option pricing to value stock options granted in the periods indicated:

 

   For the Years Ended December 31,
   2018  2017  2016
Expected volatility (1)   20%   20%   22%
Expected life in years (2)   4.8    4.8    4.8 
Risk-free interest rate (3)   2.50%   1.97%   1.41%
Expected dividend yield   2.65%   3.28%   4.49%
Fair value per award  $9.98   $8.27   $5.97 

 

(1)Measured using daily price changes of Company’s stock over respective expected term of the option and the implied volatility derived from the market prices of the Company’s stock and traded options.
(2)The number of years that the Company estimates that the options will be outstanding prior to exercise.
(3)The risk-free rate over the expected life based on the US Treasury yield curve in effect at the time of the grant.

 

Employee stock option grants are being expensed by the Company over the grants’ three year vesting period. The Company issues new shares upon the exercise of options. The number of shares authorized to be issued for options at December 31, 2018 is 713 thousand.

 

[The remainder of this page intentionally left blank]

 

-73-

 

A summary of option activity during the year ended December 31, 2018 is presented below:

 

   Shares  Weighted Average Exercise Price  Weighted Average Remaining Contractual Term
   (In thousands)     (Years)
Outstanding at January 1, 2018   1,030   $49.44      
Granted   249    62.16      
Exercised   (292)   45.76      
Forfeited or expired   (41)   52.54      
Outstanding at December 31, 2018   946   $53.78    5.7 
Exercisable at December 31, 2018   457   $50.38    2.8 

 

A summary of the Company’s nonvested option activity during the year ended December 31, 2018 is presented below:

 

   Shares  Weighted Average Grant Date Fair Value
   (In thousands)   
Nonvested at January 1, 2018   561   $6.98 
Granted   249    9.98 
Vested   (280)   6.54 
Forfeited   (41)   7.66 
Nonvested at December 31, 2018   489    8.71 

 

The weighted average estimated grant date fair value for options granted under the Company’s stock option plan during the twelve months ended December 31, 2018, 2017 and 2016 was $9.98, $8.27 and $5.97 per share, respectively. The total remaining unrecognized compensation cost related to nonvested awards as of December 31, 2018 is $2,871 thousand and the weighted average period over which the cost is expected to be recognized is 1.8 years.

 

The total intrinsic value of options exercised during the twelve months ended December 31, 2018, 2017 and 2016 was $4,264 thousand, $4,642 thousand and $3,242 thousand, respectively. The total fair value of Restricted Performance Shares (“RPSs”) that vested during the twelve months ended December 31, 2018, 2017 and 2016 was $1,143 thousand, $708 thousand and $753 thousand, respectively. The total fair value of options vested during the twelve months ended December 31, 2018, 2017 and 2016 was $1,835 thousand, $1,493 thousand and $1,269 thousand, respectively. The Company adopted the ASU 2016-09 provisions effective January 1, 2017, which has the potential to create volatility in the book tax provision at the time nonqualified stock options are exercised or expire. During the twelve months of 2018, 292 thousand shares were issued due to the exercise of nonqualified stock options resulting in a tax deduction exceeding related share based compensation by $2,516 thousand. During the twelve months of 2017, 509 thousand shares were issued due to the exercise of nonqualified stock options resulting in a tax deduction exceeding related share based compensation by $1,667 thousand. The income tax provision was $737 thousand lower in 2018 and $698 thousand in 2017 lower than would have been under accounting standards prior to the adoption of ASU 2016-09. The increase in tax benefits recognized for the tax deductions from the exercise of options totaled $394 thousand for the twelve months ended December 31, 2016.

 

A summary of the status of the Company’s restricted performance shares as of December 31, 2018 and 2017 and changes during the twelve months ended on those dates, follows:

 

   2018  2017
   (In thousands)
Outstanding at January 1,   49    48 
Granted   11    14 
Issued upon vesting   (19)   (13)
Forfeited   (2)   - 
Outstanding at December 31,   39    49 

 

-74-

 

As of December 31, 2018 and 2017, the restricted performance shares had a weighted-average contractual life of 1.2 years. The compensation cost that was charged against income for the Company’s restricted performance shares granted was $660 thousand, $827 thousand and $1,228 thousand for the twelve months ended December 31, 2018, 2017 and 2016, respectively. There were no stock appreciation rights or incentive stock options granted in the twelve months ended December 31, 2018 and 2017.

 

On February 13, 2009, the Company issued a warrant to purchase 246,640 shares of the Company’s common stock at an exercise price of $50.92 per share. The warrants may be exercised in a manner wherein the Company withholds shares of common stock issuable upon exercise of the warrant equal in value to the aggregate exercise price, in which case the warrant holder would not deliver cash for the aggregate exercise price and the Company would issue a number of shares equal to the intrinsic value on the exercise date. The warrants remain outstanding at December 31, 2018. On January 29, 2019, the warrants were exercised in a cashless transaction resulting in the issuance of 50,788 shares of the Company’s common stock.

 

The Company repurchases and retires its common stock in accordance with Board of Directors approved share repurchase programs. At December 31, 2018, approximately 1,750 thousand shares remained available to repurchase under such plans.

 

Shareholders have authorized two additional classes of stock of one million shares each, to be denominated “Class B Common Stock” and “Preferred Stock,” respectively, in addition to the 150 million shares of common stock presently authorized. At December 31, 2018, no shares of Class B Common Stock or Preferred Stock were outstanding.

  

Note 9: Regulatory Capital

 

Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies. Capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet capital requirements can result in regulatory action. The final rules implementing Basel Committee on Banking Supervision’s capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. Under the Basel III rules, the Company must hold a capital conservation buffer above the adequately capitalized risk-based capital ratios. The capital conservation buffer was phased in from 0.0% for 2015 to 2.50% in 2019. The capital conservation buffer was 1.875% for 2018 and 1.25% for 2017. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital. Management believes as of December 31, 2018, the Company and Bank met all capital adequacy requirements to which they are subject.

 

Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required. At year-end 2018 and 2017, the most recent regulatory notifications categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s category.

 

[The remainder of this page intentionally left blank]

 

-75-

 

The capital ratios for the Company and the Bank under the new capital framework as of the dates indicated are presented in the table below.

 

   At December 31, 2018  Required
for Capital
Adequacy Purposes
Effective January 1, 2018
  To Be Well-capitalized
Under Prompt Corrective
Action Regulations
   Amount  Ratio  Amount  Ratio  Amount  Ratio
   ($ in thousands)
Common Equity Tier 1 Capital                              
Company  $528,042    16.30%  $206,576    6.375%(1)   N/A      N/A 
Bank   415,575    13.01%   203,664    6.375%(1)  $207,658    6.50%
Tier 1 Capital                              
Company   528,042    16.30%   255,182    7.875%(1)   N/A      N/A 
Bank   415,575    13.01%   251,585    7.875%(1)   255,579    8.00%
Total Capital                              
Company   551,701    17.03%   319,990    9.875%(1)   N/A      N/A 
Bank   445,234    13.94%   315,480    9.875%(1)   319,474    10.00%
Leverage Ratio (2)                              
Company   528,042    9.51%   222,111    4.000%   N/A      N/A 
Bank   415,575    7.55%   220,312    4.000%   275,390    5.00%

 

(1) Includes 1.875% capital conservation buffer.

(2) The leverage ratio consists of Tier 1 capital divided by the most recent quarterly average total assets, excluding certain intangible assets.

 

   At December 31, 2017  Required
for Capital
Adequacy Purposes
Effective January 1, 2017
  To Be Well-capitalized
Under Prompt Corrective
Action Regulations
   Amount  Ratio  Amount  Ratio  Amount  Ratio
   ($ in thousands)
Common Equity Tier 1 Capital                              
Company  $479,259    15.36%  $179,377    5.75%(3)   N/A      N/A 
Bank   383,796    12.50%   176,568    5.75%(3)  $199,599    6.50%
Tier 1 Capital                              
Company   479,259    15.36%   226,170    7.25%(3)   N/A      N/A 
Bank   383,796    12.50%   222,630    7.25%(3)   245,660    8.00%
Total Capital                              
Company   504,576    16.17%   288,562    9.25%(3)   N/A      N/A 
Bank   415,113    13.52%   284,045    9.25%(3)   307,076    10.00%
Leverage Ratio (2)                              
Company   479,259    8.86%   216,280    4.000%   N/A      N/A 
Bank   383,796    7.16%   214,468    4.000%   268,085    5.00%

 

(2) The leverage ratio consists of Tier 1capital divided by the most recent quarterly average total assets, excluding certain intangible assets.

(3) Includes 1.25% capital conservation buffer.

 

[The remainder of this page intentionally left blank]

 

-76-

 

Note 10: Income Taxes

 

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the amounts reported in the financial statements of existing assets and liabilities and their respective tax basis and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Amounts for the current year are based upon estimates and assumptions as of the date of these financial statements and could vary significantly from amounts shown on the tax returns as filed.

 

The components of the net deferred tax asset are as follows:

 

   At December 31,
   2018  2017
   (In thousands)
Deferred tax asset          
Allowance for credit losses  $6,868   $7,349 
State franchise taxes   3,026    1,871 
AMT carryforward   -    1,752 
Securities available for sale   16,787    8,586 
Deferred compensation   5,229    5,279 
Real estate owned   553    553 
Purchased assets and assumed liabilities   935    1,111 
Post-retirement benefits   555    526 
Employee benefit accruals   2,104    2,066 
VISA Class B shares   167    96 
Limited partnership investments   708    57 
Impaired capital assets   3,070    3,056 
Accrued liabilities   2,554    1,609 
Premises and equipment   31    299 
Other   721    520 
Total deferred tax asset   43,308    34,730 
Deferred tax liability          
Net deferred loan fees   291    281 
Intangible assets   761    1,247 
Other   -    90 
Total deferred tax liability   1,052    1,618 
Net deferred tax asset  $42,256   $33,112 

 

At December 31, 2018 and December 31, 2017, the Company had a $3,070 thousand and $3,056 thousand, respectively, deferred tax asset related to a California capital loss carryforwards which will expire if unutilized within five years of the year incurred. The Company believes it will have sufficient California capital gains within the five year utilization period to absorb the carryforward.

 

At December 31, 2017, the Company had no net operating loss and a $1,752 thousand AMT tax credit carryforward; the AMT tax credit carryforward was fully utilized in 2018.

 

Based on Management’s judgment, a valuation allowance is not needed to reduce the gross deferred tax asset because it is more likely than not that the gross deferred tax asset will be realized through recoverable taxes or future taxable income. Net deferred tax assets are included with other assets in the consolidated balance sheets.

 

[The remainder of this page intentionally left blank]

 

-77-

 

The provision for federal and state income taxes consists of amounts currently payable and amounts deferred are as follows:

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Current income tax expense:               
Federal  $10,560   $1,778   $16,258 
State   9,816    7,810    7,292 
Total current   20,376    9,588    23,550 
Deferred income tax (benefit) expense:               
Federal   (206)   14,461    (2,604)
State   (737)   783    158 
Total deferred   (943)   15,244    (2,446)
Adjustment of net deferred tax asset for enacted changes in tax rates:               
Federal   -    12,315    - 
State   -    -    - 
Total adjustments   -    12,315    - 
Provision for income taxes  $19,433   $37,147   $21,104 

 

The provision for income taxes differs from the provision computed by applying the statutory federal income tax rate to income before taxes, as follows:

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Federal income taxes due at statutory rate  $19,109   $30,509   $27,985 
Reductions in income taxes resulting from:               
Interest on state and municipal securities and loans not taxable for federal income tax purposes   (4,375)   (7,794)   (8,382)
State franchise taxes, net of federal income tax benefit   7,173    5,586    4,843 
Re-measurement of net deferred tax asset due to enactment of new federal tax rate   -    12,315    - 
Stock compensation deduction in excess of book expense   (528)   (583)   - 
Tax credits   (1,291)   (1,850)   (2,286)
Dividend received deduction   (32)   (60)   (52)
Cash value life insurance   (490)   (603)   (607)
Other   (133)   (373)   (397)
Provision for income taxes  $19,433   $37,147   $21,104 

 

The 2017 income tax provision includes a $12.3 million dollar charge to re-measure the Company’s net deferred tax asset as a result of the enactment of the Tax Cuts and Jobs Act of 2017.

 

A reconciliation of the beginning and ending amounts of unrecognized tax benefits follow:

 

   2018  2017
   (In thousands)
       
Balance at January 1,  $909   $1,099 
Additions for tax positions taken in the current period   -    - 
Reductions for tax positions taken in the current period   -    - 
Additions for tax positions taken in prior years   -    - 
Reductions for tax positions taken in prior years   -    - 
Decrease related to settlements with taxing authorities   -    (190)
Decrease as a result of a lapse in statute of limitations   -    - 
Balance at December 31,  $909   $909 

 

The Company’s uncertain tax positions relate to positions taken on tax returns which are under examination. The timing of concluding the examinations is dependent on the taxing authorities. The examinations could conclude in 2019. Unrecognized tax benefits at December 31, 2018 and 2017 include accrued interest and penalties of $13 thousand and $13 thousand, respectively. When recognized, the entire amount of the unrecognized tax benefits will affect the effective tax rate.

 

The Company classifies interest and penalties as a component of the provision for income taxes. At December 31, 2018, the tax years ended December 31, 2017, 2016 and 2015 remain subject to examination by the Internal Revenue Service and the tax years ended December 31, 2017, 2016, 2015, 2014, 2013, 2012 and 2011 remain subject to examination by the California Franchise Tax Board.

 

-78-

 

Note 11: Fair Value Measurements

 

The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Equity securities and debt securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as other real estate owned, impaired loans, certain loans held for investment, debt securities held to maturity, and other assets. These nonrecurring fair value adjustments typically involve the lower-of-cost or fair-value accounting of individual assets.

 

In accordance with the Fair Value Measurement and Disclosure topic of the FASB Accounting Standards Codification, the Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in the principal market or most advantageous market for an asset or liability in an orderly transaction between market participants on the measurement date under current market conditions. A fair value measurement reflects all of the assumptions that market participants would use in pricing the asset or liability, including assumptions about the risk inherent in a particular valuation technique, the effect of a restriction on the sale or use of an asset, and the risk of nonperformance.

 

The Company groups its assets and liabilities measured at fair value into a three-level hierarchy, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. When the valuation assumptions used to measure the fair value of the asset or liability are categorized within different levels of the fair value hierarchy, the asset or liability is categorized in its entirety within the lowest level of the hierarchy. These levels are:

 

Level 1 – Valuation is based upon quoted prices for identical instruments traded in active exchange markets, such as the New York Stock Exchange. Level 1 includes U.S. Treasury and equity securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

 

Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market. Level 2 includes mutual funds, federal agency securities, mortgage-backed securities, corporate securities, asset-backed securities, and municipal bonds.

 

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.

 

The Company relies on independent vendor pricing services to measure fair value for equity securities, debt securities available for sale and debt securities held to maturity. The Company employs three pricing services. To validate the pricing of these vendors, the Company compares vendors’ pricing for each of the securities for consistency; significant pricing differences, if any, are evaluated using all available independent quotes with the quote most closely reflecting the market generally used as the fair value estimate. In addition, the Company conducts “other than temporary impairment (OTTI)” analysis on a quarterly basis; debt securities selected for OTTI analysis include all debt securities at a market price below 95 percent of par value. As with any valuation technique used to estimate fair value, changes in underlying assumptions used could significantly affect the results of current and future values. Accordingly, these fair value estimates may not be realized in an actual sale of the securities.

 

The Company regularly reviews the valuation techniques and assumptions used by its vendors and determines which valuation techniques are utilized based on observable market inputs for the type of securities being measured. The Company uses the information to determine the placement in the fair value hierarchy as level 1, 2 or 3.

 

-79-

 

Assets Recorded at Fair Value on a Recurring Basis

 

The tables below present assets measured at fair value on a recurring basis on the dates indicated.

 

   At December 31, 2018
   Fair Value  Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other Observable Inputs
(Level 2)
  Significant Unobservable Inputs
(Level 3) (1)
   (In thousands)
Equity securities                    
Mutual funds  $1,747   $-   $1,747   $- 
Total equity securities   1,747    -    1,747    - 
Debt securities available for sale                    
U.S. Treasury securities   139,574    139,574    -    - 
Securities of U.S. Government sponsored entities   164,018    -    164,018    - 
Agency residential MBS   853,871    -    853,871    - 
Non-agency residential MBS   114    -    114    - 
Agency commercial MBS   1,842    -    1,842    - 
Securities of U.S. Government entities   1,119    -    1,119    - 
Obligations of states and political subdivisions   179,091    -    179,091    - 
Corporate securities   1,315,041    -    1,315,041    - 
Total debt securities available for sale   2,654,670    139,574    2,515,096    - 
Total  $2,656,417   $139,574   $2,516,843   $- 

 

(1) There were no transfers in to or out of level 3 during the year ended December 31, 2018.

 

   At December 31, 2017
   Fair Value  Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other Observable Inputs
(Level 2)
  Significant Unobservable Inputs
(Level 3) (1)
   (In thousands)
Equity securities                    
Mutual funds  $1,800   $-   $1,800   $- 
Total equity securities   1,800    -    1,800    - 
Debt securities available for sale                    
Securities of U.S. Government sponsored entities   119,319    -    119,319    - 
Agency residential MBS   767,706    -    767,706    - 
Non-agency residential MBS   154    -    154    - 
Agency commercial MBS   2,219    -    2,219    - 
Securities of U.S. Government entities   1,590    -    1,590    - 
Obligations of states and political subdivisions   185,221    -    185,221    - 
Corporate securities   1,115,498    -    1,115,498    - 
Total debt securities available for sale   2,191,707    -    2,191,707    - 
Total  $2,193,507   $-   $2,193,507   $- 

 

(1) There were no transfers in to or out of level 3 during the year ended December 31, 2017.

 

Assets Recorded at Fair Value on a Nonrecurring Basis

 

The Company may be required, from time to time, to measure certain assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or fair value accounting of individual assets. For assets measured at fair value on a nonrecurring basis that were recorded in the balance sheet at December 31, 2018 and December 31, 2017, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of the related assets at period end.

 

-80-

 

               For the
               Year Ended
   At December 31, 2018  December 31, 2018
   Carrying Value  Level 1  Level 2  Level 3  Total Losses
   (In thousands)
Other real estate owned  $350   $-   $-   $350   $- 
Impaired loans:                         
Commercial   6,437    -    -    6,437    - 
Commercial real estate   3,870    -    -    3,870    (240)
Total assets measured at fair value on a nonrecurring basis  $10,657   $-   $-   $10,657   $(240)

 

               For the
               Year Ended
   At December 31, 2017  December 31, 2017
   Carrying Value  Level 1  Level 2  Level 3  Total Losses
   (In thousands)
Other real estate owned  $1,426   $-   $-   $1,426   $(219)
Impaired loans:                         
Commercial   4,950    -    -    4,950    - 
Commercial real estate   5,904    -    -    5,904    - 
Total assets measured at fair value on a nonrecurring basis  $12,280   $-   $-   $12,280   $(219)

 

Level 3 – Valuation is based upon present value of expected future cash flows, independent market prices, estimated liquidation values of loan collateral or appraised value of the collateral as determined by third-party independent appraisers, less 10% for selling costs, generally. Level 3 includes other real estate owned that has been measured at fair value upon transfer to foreclosed assets and impaired loans collateralized by real property and other business asset collateral where a specific reserve has been established or a chargeoff has been recorded. Losses on other real estate owned represent losses recognized in earnings during the period subsequent to its initial classification as foreclosed assets. The unobservable inputs and qualitative information about the unobservable inputs are not presented as the inputs were not developed by the Company.

 

Disclosures about Fair Value of Financial Instruments

 

The following section describes the valuation methodologies used by the Company for estimating fair value of financial instruments not recorded at fair value in the balance sheet. The Company implemented the provisions of ASU 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, effective January 1, 2018. The provisions require the Company to use the “exit price notion” when measuring the fair value of financial instruments for disclosure purposes.

 

Cash and Due from Banks Cash and due from banks represent U.S. dollar denominated coin and currency, deposits at the Federal Reserve Bank and correspondent banks, and amounts being settled with other banks to complete the processing of customers’ daily transactions. Collectively, the Federal Reserve Bank and financial institutions operate in a market in which cash and due from banks transactions are processed continuously in significant daily volumes honoring the face value of the U.S. dollar.

 

Equity Securities The fair values of equity securities were estimated using quoted prices as describe above for Level 2 valuation.

 

Debt Securities Held to Maturity The fair values of debt securities were estimated using quoted prices as described above for Level 1 and Level 2 valuation.

 

Loans Loans are valued using the exit price notion. The Company uses a net present value of cash flows methodology that seeks to incorporate interest rate, credit, liquidity and prepayment risks in the fair market value estimation. Inputs to the calculation include market rates for similarly offered products, market interest rate projections, credit spreads, estimated credit losses and prepayment assumptions.

 

Prior to adoption of ASU 2016-01, loans were separated into two groups for valuation. Variable rate loans, except for those described below, that reprice frequently with changes in market rates were valued using historical cost. Fixed rate loans and variable rate loans that have reached their minimum contractual interest rates were valued by discounting the future cash flows expected to be received from the loans using current interest rates charged on loans with similar characteristics. Additionally, the allowance for loan losses of $23,009 thousand at December 31, 2017 was applied against the estimated fair values to recognize estimated future defaults of contractual cash flows.

 

-81-

 

Deposit Liabilities Deposits with no stated maturity such as checking accounts, savings accounts and money market accounts can be readily converted to cash or used to settle transactions at face value through the broad financial system operated by the Federal Reserve Banks and financial institutions. The fair value of deposits with no stated maturity is equal to the amount payable on demand. The fair value of time deposits was estimated using a net present value of cash flows methodology, incorporating market interest rate projections and rates on alternative funding sources.

 

Prior to adoption of ASU 2016-01, the fair value of time deposits were estimated by discounting estimated future contractual cash flows using current market rates for financial instruments with similar characteristics.

 

Short-Term Borrowed Funds The carrying amount of securities sold under agreement to repurchase and other short-term borrowed funds approximate fair value due to the relatively short period of time between their origination and their expected realization.

 

The tables below are a summary of fair value estimates for financial instruments and the level of the fair value hierarchy within which the fair value measurements are categorized, excluding financial instruments recorded at fair value on a recurring basis. The values assigned do not necessarily represent amounts which ultimately may be realized for assets or paid to settle liabilities. In addition, these values do not give effect to adjustments to fair value which may occur when financial instruments are sold or settled in larger quantities. The carrying amounts in the following tables are recorded in the balance sheet under the indicated captions.

 

The Company has not included assets and liabilities that are not financial instruments, such as goodwill, long-term relationships with deposit, merchant processing and trust customers, other purchased intangibles, premises and equipment, deferred taxes and other assets and liabilities. The total estimated fair values do not represent, and should not be construed to represent, the underlying value of the Company.

 

   At December 31, 2018
   Carrying Amount  Estimated Fair Value  Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other Observable Inputs
(Level 2 )
  Significant Unobservable Inputs
(Level 3 )
Financial Assets:  (In thousands)
Cash and due from banks  $420,284   $420,284   $420,284   $-   $- 
Debt securities held to maturity   984,609    971,445    -    971,445    - 
Loans   1,185,851    1,184,770    -    -    1,184,770 
                          
Financial Liabilities:                         
Deposits  $4,866,839   $4,862,668   $-   $4,671,588   $191,080 
Short-term borrowed funds   51,247    51,247    -    51,247    - 

 

   At December 31, 2017
   Carrying Amount  Estimated Fair Value  Quoted Prices in Active Markets for Identical Assets
(Level 1)
  Significant Other Observable Inputs
(Level 2 )
  Significant Unobservable Inputs
(Level 3 )
Financial Assets:  (In thousands)
Cash and due from banks  $575,002   $575,002   $575,002   $-   $- 
Debt securities held to maturity   1,158,864    1,155,342    -    1,155,342    - 
Loans   1,264,973    1,257,811    -    -    1,257,811 
                          
Financial Liabilities:                         
Deposits  $4,827,613   $4,824,586   $-   $4,595,795   $228,791 
Short-term borrowed funds   58,471    58,471    -    58,471    - 

  

The majority of the Company’s standby letters of credit and other commitments to extend credit carry current market interest rates if converted to loans. No premium or discount was ascribed to these commitments because virtually all funding would be at current market rates.

 

-82-

 

Note 12: Lease Commitments

 

Twenty eight banking offices and a centralized administrative service center are owned and 58 facilities are leased. Substantially all the leases contain renewal options and provisions for rental increases, principally for cost of living index. The Company also leases certain pieces of equipment.

 

Minimum future rental payments under noncancelable operating leases as of December 31, 2018 are as follows:

 

   Minimum
future rental
payments
   (In thousands)
2019  $5,996 
2020   4,409 
2021   2,741 
2022   1,921 
2023   1,223 
Thereafter   1,044 
Total minimum lease payments  $17,334 

 

The total minimum future rental payments have not been reduced by minimum sublease rentals of $1,319 thousand due in the future under noncancelable subleases. Total rentals for premises were $6,794 thousand in 2018, $6,695 thousand in 2017 and $6,823 thousand in 2016. Total sublease rentals were $397 thousand in 2018, $406 thousand in 2017 and $435 thousand in 2016. Total rentals for premises, net of sublease income, included in noninterest expense were $6,397 thousand in 2018, $6,289 thousand in 2017 and $6,388 thousand in 2016.

  

Note 13: Commitments and Contingent Liabilities

 

Loan commitments are agreements to lend to a customer provided there is no violation of any condition established in the agreement. Commitments generally have fixed expiration dates or other termination clauses. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future funding requirements. Loan commitments are subject to the Company’s normal credit policies and collateral requirements. Unfunded loan commitments were $278,598 thousand and $272,646 thousand at December 31, 2018 and December 31, 2017, respectively. Standby letters of credit commit the Company to make payments on behalf of customers when certain specified future events occur. Standby letters of credit are primarily issued to support customers’ short-term financing requirements and must meet the Company’s normal credit policies and collateral requirements. Financial and performance standby letters of credit outstanding totaled $2,772 thousand and $19,263 thousand at December 31, 2018 and December 31, 2017, respectively. The Company had no commitments outstanding for commercial and similar letters of credit at December 31, 2018 and December 31, 2017. The Company had $75 thousand in outstanding full recourse guarantees to a 3rd party credit card company at December 31, 2018. The Company had a reserve for unfunded commitments of $2,308 thousand at December 31, 2018 and 2017, included in other liabilities.

 

Due to the nature of its business, the Company is subject to various threatened or filed legal cases. Based on the advice of legal counsel, the Company does not expect such cases will have a material, adverse effect on its financial position or results of operations. Legal liabilities are accrued when obligations become probable and the amount can be reasonably estimated. In the third quarter 2018, the Company achieved a mediated settlement to dismiss a lawsuit, subject to court approval, and accrued a liability for $3,500 thousand.

 

The Company has determined that it will be obligated to provide refunds of revenue recognized in years prior to 2017 to some customers. The Company estimates the probable amount of these obligations will be $5,542 thousand and accrued a liability for such amount in 2017; the estimated liability is subject to revision.

 

-83-

 

Note 14: Retirement Benefit Plans

 

The Company sponsors a qualified defined contribution Deferred Profit-Sharing Plan covering substantially all of its salaried employees with one or more years of service. The costs charged to noninterest expense related to discretionary Company contributions to the Deferred Profit-Sharing Plan were $1,057 thousand in 2018, $944 thousand in 2017 and $1,000 thousand in 2016.

 

The Company also sponsors a qualified defined contribution Tax Deferred Savings/Retirement Plan (ESOP) covering salaried employees who become eligible to participate upon completion of a 90-day introductory period. The Tax Deferred Savings/ Retirement Plan (ESOP) allows employees to defer, on a pretax or after-tax basis, a portion of their salaries as contributions to this Plan. Participants may invest in several funds, including one fund that invests primarily in Westamerica Bancorporation common stock. The Company funds contributions to match participating employees’ contributions, subject to certain limits. The matching contributions charged to compensation expense were $1,052 thousand in 2018, $1,098 thousand in 2017 and $1,075 thousand in 2016.

 

The Company offers a continuation of group insurance coverage to eligible employees electing early retirement, for the period from the date of retirement until age 65. For eligible employees the Company pays a portion of these early retirees’ group insurance premiums. The Company also reimburses a portion of Medicare Part B premiums for all qualifying retirees over age 65 and, if eligible, their spouses. Eligibility for post-retirement medical benefits is based on age and years of service, and restricted to employees hired prior to February 1, 2006 who elect early retirement prior to January 1, 2019. The Company uses an actuarial-based accrual method of accounting for post-retirement benefits. The Company used a December 31 measurement date for determining post-retirement medical benefit calculations.

 

The following tables set forth the net periodic post-retirement benefit cost and the change in the benefit obligation for the years ended December 31 and the funded status of the post-retirement benefit plan as of December 31:

 

Net Periodic Benefit Cost

 

   At December 31,
   2018  2017  2016
   (In thousands)
Service benefit  $24   $(311)  $(153)
Interest cost   72    95    108 
Amortization of unrecognized transition obligation   -    61    61 
Net periodic (benefit) cost  $96   $(155)  $16 

 

Other Changes in Benefit Obligations Recognized in Other Comprehensive Income

 

Amortization of unrecognized transition obligation, net of tax   -    (34)   (36)
Total recognized in net periodic (benefit) cost and accumulated other comprehensive income  $96   $(189)  $(20)

 

The transition obligation for this post-retirement benefit plan became fully amortized during the twelve months ended December 31, 2017.

 

[The remainder of this page intentionally left blank]

 

-84-

 

Obligation and Funded Status

 

   At December 31,
   2018  2017  2016
Change in benefit obligation  (In thousands)
Benefit obligation at beginning of year  $1,958   $2,319   $2,522 
Service benefit   24    (311)   (153)
Interest cost   72    95    108 
Benefits paid   (141)   (145)   (158)
Benefit obligation at end of year  $1,913   $1,958   $2,319 
Accumulated post-retirement benefit obligation attributable to:               
Retirees  $1,913   $1,575   $1,705 
Fully eligible participants   -    382    606 
Other   -    1    8 
Total  $1,913   $1,958   $2,319 
Fair value of plan assets   -    -    - 
Accumulated post-retirement benefit obligation in excess of plan assets  $1,913   $1,958   $2,319 

 

Additional Information

 

Assumptions

 

   At December 31,
   2018  2017  2016
    
Weighted-average assumptions used to determine benefit obligations               
Discount rate   3.76%   3.70%   4.10%
Weighted-average assumptions used to determine net periodic benefit cost               
Discount rate   3.70%   4.10%   4.30%

 

The above discount rate is based on the Corporate Aa 25-year rate, the term of which approximates the term of the benefit obligations. The Company reserves the right to terminate or alter post-employment health benefits. Post-retirement medical benefits are currently fixed amounts without provision for future increases; as a result, the assumed annual average rate of inflation used to measure the expected cost of benefits covered by this program is zero percent for 2018 and beyond.

 

Assumed benefit inflation rates are not applicable for this program.

 

   Estimated future benefit payments
   (In thousands)
2019  $143 
2020   143 
2021   143 
2022   140 
2023   138 
Years 2024-2028   624 

 

[The remainder of this page intentionally left blank]

 

-85-

 

Note 15: Related Party Transactions

 

Certain of the Directors, executive officers and their associates have had banking transactions with subsidiaries of the Company in the ordinary course of business. The table below reflects information concerning loans to certain directors and executive officers and/or family members during 2018 and 2017:

 

   2018  2017
   (In thousands)
       
Balance at January 1,  $622   $867 
Originations   -    - 
Principal reductions   (45)   (245)
Balance at December 31,  $577   $622 
Percent of total loans outstanding.   0.05%   0.05%

 

Note 16: Regulatory Matters

 

Payment of dividends to the Company by the Bank is limited under regulations for state chartered banks. The amount that can be paid in any calendar year, without prior approval from regulatory agencies, cannot exceed the net profits (as defined) for the preceding three calendar years less dividends paid. The Company consistently has paid quarterly dividends to its shareholders since its formation in 1972.

 

The Bank is required to maintain reserves with the Federal Reserve Bank equal to a percentage of its reservable deposits. The Bank’s daily average on deposit at the Federal Reserve Bank was $473,250 thousand in 2018 and $458,186 thousand in 2017, which amounts exceed the Bank’s required reserves.

 

 

 

[The remainder of this page intentionally left blank]

 

-86-

 

Note 17: Other Comprehensive Income

 

The components of other comprehensive (loss) income and other related tax effects were:

 

   2018
   Before tax  Tax effect  Net of tax
   (In thousands)
Debt securities available for sale:               
Net unrealized losses arising during the year  $(27,939)  $8,258   $(19,681)
Reclassification of losses included in net income   -    -    - 
Net unrealized losses arising during the year   (27,939)   8,258    (19,681)
Post-retirement benefit obligation   -    -    - 
Other comprehensive loss  $(27,939)  $8,258   $(19,681)

 

   2017
   Before tax  Tax effect  Net of tax
   (In thousands)
Debt securities available for sale:               
Net unrealized losses arising during the year  $(3,767)  $1,585   $(2,182)
Reclassification of gains included in net income   (7,955)   3,345    (4,610)
Net unrealized losses arising during the year   (11,722)   4,930    (6,792)
Post-retirement benefit obligation   59    (25)   34 
Other comprehensive loss  $(11,663)  $4,905   $(6,758)

 

   2016
   Before tax  Tax effect  Net of tax
   (In thousands)
Debt securities available for sale:               
Net unrealized losses arising during the year  $(18,610)  $7,825   $(10,785)
Reclassification of (gains) losses included in net income   -    -    - 
Net unrealized losses arising during the year   (18,610)   7,825    (10,785)
Post-retirement benefit obligation   61    (25)   36 
Other comprehensive loss  $(18,549)  $7,800   $(10,749)

 

Accumulated other comprehensive income (loss) balances were:

 

   Post-retirement Benefit Obligation  Net Unrealized Gains (losses) on Securities  Accumulated Other Comprehensive Income (loss)
   (In thousands)
Balance, December 31, 2015  $(70)  $745   $675 
Net change   36    (10,785)   (10,749)
Balance, December 31, 2016   (34)   (10,040)   (10,074)
Net change   34    (6,792)   (6,758)
Balance, December 31, 2017   -    (16,832)   (16,832)
Cumulative effect of equity securities losses reclassified   -    142    142 
Adjusted Balance, January 1, 2018   -    (16,690)   (16,690)
Reclass stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017   -    (3,625)   (3,625)
Net change   -    (19,681)   (19,681)
Balance, December 31, 2018  $-   $(39,996)  $(39,996)

 

The transition obligation for this post-retirement benefit plan became fully amortized during the twelve months ended December 31, 2017.

 

-87-

 

Note 18: Earnings Per Common Share

 

The table below shows earnings per common share and diluted earnings per common share. Basic earnings per common share are computed by dividing net income by the average number of common shares outstanding during the period. Diluted earnings per common share are computed by dividing net income by the average number of common shares outstanding during the period plus the impact of common stock equivalents.

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands, except per share data)
Net income (numerator)  $71,564   $50,025   $58,853 
Basic earnings per common share               
Weighted average number of common shares outstanding - basic (denominator)   26,649    26,291    25,612 
Basic earnings per common share  $2.69   $1.90   $2.30 
Diluted earnings per common share               
Weighted average number of common shares outstanding - basic   26,649    26,291    25,612 
Add common stock equivalents for options   107    128    66 
Weighted average number of common shares outstanding - diluted (denominator)   26,756    26,419    25,678 
Diluted earnings per common share  $2.67   $1.89   $2.29 

 

For the years ended December 31, 2018, 2017 and 2016, options to purchase 423 thousand, 323 thousand and 773 thousand shares of common stock, respectively, were outstanding but not included in the computation of diluted earnings per common share because the option exercise price exceeded the fair value of the stock such that their inclusion would have had an anti-dilutive effect.

 

Note 19: Westamerica Bancorporation (Parent Company Only Condensed Financial Information)

 

Statements of Income and Comprehensive Income

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Dividends from subsidiaries  $43,892   $12,728   $56,824 
Interest income   33    43    25 
Other income   9,447    8,590    8,315 
Total income   53,372    21,361    65,164 
Interest on borrowings   -    -    - 
Salaries and benefits   7,575    7,163    7,079 
Other expense   3,181    3,416    3,290 
Total expense   10,756    10,579    10,369 
Income before taxes and equity in undistributed income of subsidiaries   42,616    10,782    54,795 
Income tax benefit   919    241    1,025 
Earnings of subsidiaries greater than subsidiary dividends   28,029    39,002    3,033 
Net income   71,564    50,025    58,853 
Other comprehensive loss, net of tax   (19,681)   (6,758)   (10,749)
Comprehensive income  $51,883   $43,267   $48,104 

 

 

[The remainder of this page intentionally left blank]

 

-88-

 

Balance Sheets

 

   At December 31,
   2018  2017
   (In thousands)
Assets      
Cash  $72,878   $53,409 
Investment securities available for sale   -    - 
Investment in Westamerica Bank   509,125    500,776 
Investment in non-bank subsidiaries   455    455 
Premises and equipment, net   10,400    9,639 
Accounts receivable from Westamerica Bank   580    538 
Other assets   36,990    40,547 
Total assets  $630,428   $605,364 
Liabilities          
Accounts payable to Westamerica Bank  $46   $92 
Other liabilities   14,791    15,033 
Total liabilities   14,837    15,125 
Shareholders' equity   615,591    590,239 
Total liabilities and shareholders' equity  $630,428   $605,364 

 

Statements of Cash Flows

 

   For the Years Ended December 31,
   2018  2017  2016
   (In thousands)
Operating Activities               
Net income  $71,564   $50,025   $58,853 
Adjustments to reconcile net income to net cash provided by operating activities:               
Depreciation and amortization   361    319    305 
(Increase) decrease in accounts receivable from affiliates   (43)   (16)   299 
Increase in other assets   (2,638)   (2,203)   (1,940)
Stock option compensation expense   1,988    1,824    1,494 
Tax benefit increase upon exercise of stock options and expiration of stock options   -    -    (394)
Provision (benefit) for deferred income tax   5,028    (3,971)   1,983 
Increase in other liabilities   978    202    1,392 
Earnings of subsidiaries greater than subsidiary dividends   (28,029)   (39,002)   (3,033)
Life insurance gains   (585)   -    - 
Gain on sales of premises and equipment   (538)   (793)   (79)
Net Cash Provided by Operating Activities   48,086    6,385    58,880 
Investing Activities               
Proceeds from life insurance   1,169    -    - 
Net Cash Provided by Investing Activities   1,169    -    - 
Financing Activities               
Exercise of stock options/issuance of shares   13,373    24,583    24,031 
Taxes paid by withholding shares for tax purposes   -    -    (356)
Tax benefit increase (decrease) upon exercise of stock options and expiration of stock options   -    -    394 
Retirement of common stock   (524)   (314)   (5,424)
Dividends   (42,635)   (41,299)   (39,924)
Net Cash Used in Financing Activities   (29,786)   (17,030)   (21,279)
Net change in cash   19,469    (10,645)   37,601 
Cash at Beginning of Period   53,409    64,054    26,453 
Cash at End of Period  $72,878   $53,409   $64,054 
Supplemental Cash Flow Disclosures:               
Supplemental disclosure of cash flow activities:               
Interest paid for the period  $-   $-   $- 
Income tax payments for the period   13,627    17,351    19,264 

 

-89-

 

Note 20: Quarterly Financial Information

(Unaudited)

 

   For the Three Months Ended
   March 31,  June 30,  September 30,  December 31,
   (In thousands, expect per share data and
price range of common stock)
2018            
Interest and loan fee income  $36,315   $37,346   $38,614   $39,448 
Net interest income   35,856    36,887    38,087    38,934 
Provision for loan losses   -    -    -    - 
Noninterest income   11,955    11,769    12,528    11,897 
Noninterest expense   26,022    25,741    29,366    25,787 
Income before taxes   21,789    22,915    21,249    25,044 
Net income   17,506    18,010    16,993    19,055 
Basic earnings per common share   0.66    0.68    0.64    0.71 
Diluted earnings per common share   0.66    0.67    0.63    0.71 
Dividends paid per common share   0.40    0.40    0.40    0.40 
Price range, common stock   55.72 - 62.52    55.81 - 60.68    57.56 - 64.52    52.75 - 63.20 
2017                    
Interest and loan fee income  $34,128   $34,083   $34,623   $35,478 
Net interest income   33,648    33,607    34,150    35,007 
(Reversal of) provision for loan losses   -    (1,900)   -    - 
Noninterest income   11,657    12,123    12,548    20,300 
Noninterest expense   25,419    25,316    25,592    31,441 
Income before taxes   19,886    22,314    21,106    23,866 
Net income   15,049    15,799    15,017    4,160 
Basic earnings per common share   0.58    0.60    0.57    0.16 
Diluted earnings per common share   0.57    0.60    0.57    0.16 
Dividends paid per common share   0.39    0.39    0.39    0.40 
Price range, common stock   54.12 - 64.07    51.31 - 57.78    49.54 - 59.54    53.96 - 63.03 
2016                    
Interest and loan fee income  $34,001   $34,248   $33,955   $33,715 
Net interest income   33,449    33,707    33,432    33,215 
(Reversal of) provision for loan losses   -    -    (3,200)   - 
Noninterest income   11,729    11,702    11,598    11,545 
Noninterest expense   26,212    25,750    26,575    25,083 
Income before taxes   18,966    19,659    21,655    19,677 
Net income   14,226    14,546    15,628    14,453 
Basic earnings per common share   0.56    0.57    0.61    0.56 
Diluted earnings per common share   0.56    0.57    0.61    0.56 
Dividends paid per common share   0.39    0.39    0.39    0.39 
Price range, common stock   40.72 - 49.63     45.86 - 51.53     46.61 - 50.96    48.20 - 65.34  

 

[The remainder of this page intentionally left blank]

 

-90-

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

 

Shareholders and the Board of Directors of

Westamerica Bancorporation

San Rafael, California

 

 

Opinions on the Financial Statements and Internal Control over Financial Reporting

 

We have audited the accompanying consolidated balance sheets of Westamerica Bancorporation (the "Company") as of December 31, 2018 and 2017, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2018, and the related notes (collectively referred to as the "financial statements"). We also have audited the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2018 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

 

Basis for Opinions

 

The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

 

 

(Continued)

 

-91-

 

Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

Definition and Limitations of Internal Control Over Financial Reporting

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

 

/s/ Crowe LLP                                                

Crowe LLP

 

We have served as the Company's auditor since 2015.

 

Sacramento, California

February 28, 2019

 

 

 

 

-92-

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None.

  

ITEM 9A. CONTROLS AND PROCEDURES

 

The Company’s principal executive officer and principal financial officer have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, as of December 31, 2018.

 

Based upon their evaluation, the principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that material information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is communicated to the Company’s management, including the principal executive officer and the principal financial officer, to allow for timely decisions regarding required disclosures. The evaluation did not identify any change in the Company’s internal control over financial reporting that occurred during the quarter ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Management’s Report on Internal Control Over Financial Reporting and the attestation Report of Independent Registered Public Accounting Firm are found on pages 47 and 91, respectively.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 

[The remainder of this page intentionally left blank]

 

-93-

 

PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE

 

The information regarding Directors of the Registrant and compliance with Section 16(a) of the Securities Exchange Act of 1934 required by this Item 10 of this Annual Report on Form 10-K is incorporated by reference from the information contained under the captions “Board of Directors and Committees”, “Proposal 1 — Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

 

Executive Officers

 

The executive officers of the Company and Westamerica Bank serve at the pleasure of the Board of Directors and are subject to annual appointment by the Board at its first meeting following the Annual Meeting of Shareholders. It is anticipated that each of the executive officers listed below will be reappointed to serve in such capacities at that meeting.

 

 

Name of Executive

 

 

Position

 

Held

Since

David L. Payne   Mr. Payne, born in 1955, is the Chairman of the Board, President and Chief Executive Officer of the Company. Mr. Payne is President and Chief Executive Officer of Gibson Printing and Publishing Company and Gibson Radio and Publishing Company which are newspaper, commercial printing and real estate investment companies headquartered in Vallejo, California.   1984
John “Robert” Thorson   Mr. Thorson, born in 1960, is Senior Vice President and Chief Financial Officer of the Company. Mr. Thorson joined Westamerica Bancorporation in 1989, was Vice President and Manager of Human Resources from 1995 until 2001 and was Senior Vice President and Treasurer from 2002 until 2005.   2005
Russell W. Rizzardi   Mr. Rizzardi, born in 1955, is Senior Vice President and Chief Credit Administrator of Westamerica Bank. Mr. Rizzardi joined Westamerica Bank in 2007. He has been in the banking industry since 1979 and was previously with Wells Fargo Bank and U.S. Bank.   2008
George ”Steve” Ensinger   Mr. Ensinger, born in 1954, is Senior Vice President and Division Manager of Human Resources of the Company. Mr. Ensinger joined Westamerica Bancorporation in 2014 and has held a variety of senior positions in Human Resources prior to joining the Company.   2014
Brian J. Donohoe   Mr. Donohoe, born in 1981, is Senior Vice President and Manager of the Operations & Systems Administration of Community Banker Services Corporation. Mr. Donohoe joined Westamerica Bancorporation in 1999 and has held a variety of positions in the Banking Division and the Operations & Systems Division, most recently, Vice President and Manager of Business Services until 2018.   2019

 

The Company has adopted a Code of Ethics (as defined in Item 406 of Regulation S-K of the Securities Act of 1933) that is applicable to its senior financial officers including its chief executive officer, chief financial officer, and principal accounting officer.

 

ITEM 11. EXECUTIVE COMPENSATION

 

The information required by this Item 11 of this Annual Report on Form 10-K is incorporated by reference from the information contained under the captions “Executive Compensation” in the Company’s Proxy Statement for its 2019 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

 

[The remainder of this page intentionally left blank]

 

-94-

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The information required by this Item 12 of this Annual Report on Form 10-K is incorporated by reference from the information contained under the caption “Stock Ownership” in the Company’s Proxy Statement for its 2019 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

 

Securities Authorized For Issuance Under Equity Compensation Plans

 

The following table summarizes the status of the Company’s equity compensation plans as of December 31, 2018:

 

   At December 31, 2018
Plan category  Number of securities to be issued upon exercise of outstanding options, warrants and rights  Weighted-average exercise price of outstanding options, warrants and rights  Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
   (In thousands, except exercise price)
   (a)  (b)  (c)
Equity compensation plans approved by security holders   946   $54    713 
Equity compensation plans not approved by security holders   -     N/A     - 
Total   946   $54    713 

 

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

The information required by this Item 13 of this Annual Report on Form 10-K is incorporated by reference from the information contained under the caption “Certain Relationships and Related Party Transactions” in the Company’s Proxy Statement for its 2019 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

  

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

The information required by this Item 14 of this Annual Report on Form 10-K is incorporated by reference from the information contained under the caption “Proposal 3 – Ratification of Independent Auditor” in the Company’s Proxy Statement for its 2019 Annual Meeting of Shareholders which will be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934.

 

 

PART IV

 

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 

(a) 1.

Financial Statements:

 

See Index to Financial Statements on page 46. The consolidated financial statements included in Item 8 are filed as part of this Report.

 

(a) 2.

Financial statement schedules required. No financial statement schedules are filed as part of this Report since the required information is included in the consolidated financial statements, including the notes thereto, or the circumstances requiring inclusion of such schedules are not present.

 

(a) 3.

Exhibits:

 

The exhibit list required by this item is incorporated by reference to the Exhibit Index filed with this Report.

  

-95-

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

WESTAMERICA BANCORPORATION

 

/s/ John “Robert” Thorson                             

John “Robert” Thorson

Senior Vice President

and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

Date: February 28, 2019

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

Signature   Title   Date

 

/s/ David L. Payne

David L. Payne

 

 

Chairman of the Board and Directors

President and Chief Executive Officer

(Principal Executive Officer)

 

 

 

February 28, 2019

/s/ John “Robert” Thorson

John “Robert” Thorson

 

Senior Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

 

  February 28, 2019

/s/ Etta Allen

Etta Allen

 

Director

 

 

  February 28, 2019

/s/ Louis E. Bartolini

Louis E. Bartolini

 

Director

 

 

  February 28, 2019

/s/ E. Joseph Bowler

E. Joseph Bowler

 

Director

 

 

  February 28, 2019

/s/ Patrick D. Lynch

Patrick D. Lynch

 

Director

 

 

  February 28, 2019

/s/ Catherine C. MacMillan

Catherine C. MacMillan

 

Director

 

 

  February 28, 2019

/s/ Ronald A. Nelson

Ronald A. Nelson

 

Director

 

 

  February 28, 2019

/s/ Edward B. Sylvester

Edward B. Sylvester

 

Lead Independent Director

 

 

  February 28, 2019

 

-96-

 

EXHIBIT INDEX

 

Exhibit Number  
3(a) Restated Articles of Incorporation (composite copy), incorporated by reference to Exhibit 3(a) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997, filed with the Securities and Exchange Commission on March 30, 1998.
3(b) By-laws, as amended (composite copy), incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on March 26, 2018.
3(c) Certificate of Determination of Fixed Rate Cumulative Perpetual Preferred Stock, Series A of Westamerica Bancorporation dated February 10, 2009, incorporated by reference to Exhibit 99.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on February 13, 2009.
4(c) Warrant to Purchase Common Stock pursuant to the Letter Agreement between the Company and the United States Department of the Treasury dated February 13, 2009 incorporated by reference to Exhibit 4.2 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on February 19, 2009.
10(a)* Amended and Restated Stock Option Plan of 1995, incorporated by reference to Exhibit A to the Registrant’s definitive Proxy Statement pursuant to Regulation 14(a) filed with the Securities and Exchange Commission on March 17, 2003.
10(d)* Westamerica Bancorporation Chief Executive Officer Deferred Compensation Agreement by and between Westamerica Bancorporation and David L. Payne, dated December 18, 1998 incorporated by reference to Exhibit 10(e) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed with the Securities and Exchange Commission on March 29, 2000.
10(e)* Description of Executive Cash Bonus Program incorporated by reference to Exhibit 10(e) to Exhibit 2.1 of Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 14, 2005.
10(f)* Non-Qualified Annuity Performance Agreement with David L. Payne dated November 19, 1997 incorporated by reference to Exhibit 10(f) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 15, 2005.
10(g)* Amended and Restated Westamerica Bancorporation Stock Option Plan of 1995 Nonstatutory Stock Option Agreement Form incorporated by reference to Exhibit 10(g) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 15, 2005.
10(h)* Amended and Restated Westamerica Bancorporation Stock Option Plan of 1995 Restricted Performance Share Grant Agreement Form incorporated by reference to Exhibit 10(h) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004, filed with the Securities and Exchange Commission on March 15, 2005.
10(i)* Amended Westamerica Bancorporation and Subsidiaries Deferred Compensation Plan (As restated effective January 1, 2005) dated December 31, 2008 incorporated by reference to Exhibit 10(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on February 27, 2009.
10(j)* Amended and Restated Westamerica Bancorporation Deferral Plan (Adopted October 26, 1995) dated December 31, 2008 incorporated by reference to Exhibit 10(j) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on February 27, 2009.
10(k)* Form of Restricted Performance Share Deferral Election pursuant to the Westamerica Bancorporation Deferral Plan incorporated by reference to Exhibit 10(i) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005, filed with the Securities and Exchange Commission on March 10, 2006.
10(l) Purchase and Assumption Agreement by and between Federal Deposit Insurance Corporation and Westamerica Bank dated February 6, 2009, incorporated by reference to Exhibit 99.2 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on February 11, 2009.
10(m) Letter Agreement between the Company and the United States Department of the Treasury dated February 13, 2009 incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K, filed with the Securities and Exchange Commission on February 19, 2009.
10(s)* Amended and Restated Stock Option Plan of 1995, incorporated by reference to Exhibit A to the Registrant’s definitive Proxy Statement pursuant to Regulation 14(a) filed with the Securities and Exchange Commission on March 13, 2012.

 

 

10(t)   Data Processing Agreement by and between Fidelity Information Services and Westamerica Bancorporation incorporated by reference to Exhibit 10(t) to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the Securities and Exchange Commission on February 28, 2017.
11.1 Statement re computation of per share earnings incorporated by reference to Note 18 of the notes to the consolidated financial statements of this Report.
14 Code of Ethics incorporated by reference to Exhibit 14 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed with the Securities and Exchange Commission on March 10, 2004.
21 Subsidiaries of the registrant.
23.1 Consent of Crowe LLP
31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act Rule 13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

____________

*Indicates management contract or compensatory plan or arrangement.

 

 

The exhibits listed above are available through the SEC’s website (https://www.sec.gov). Alternatively, the Company will furnish to shareholders a copy of any exhibit listed above, but not contained herein, upon written request to the Office of the Corporate Secretary A-2M, Westamerica Bancorporation, P.O. Box 1200, Suisun City, California 94585-1200, and payment to the Company of $.25 per page.

 

 

[The remainder of this page intentionally left blank]